Management s Responsibility for Financial Information

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1 Management s Discussion and Analysis Management s Responsibility for Financial Information TO THE SHAREHOLDERS OF GEMINI CORPORATION: The accompanying consolidated financial statements and all information in this annual report have been prepared by management. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and, where appropriate, reflect management s best estimates and judgements. Management is responsible for the accuracy, integrity, and objectivity of the consolidated financial statements within reasonable limits of materiality. To assist management in the discharge of these responsibilities, the Corporation maintains a system of internal controls designed to provide reasonable assurance that accounting records are reliable and assets are safeguarded. The accompanying consolidated financial statements and Management s Discussion and Analysis have been reviewed by the Audit Committee and approved by the Board of Directors of the Corporation. The Audit Committee meets with management, as well as with the external auditors, to be satisfied that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the auditors report. The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated annual financial statements for presentation to the shareholders. The consolidated financial statements have been audited independently by KPMG LLP on behalf of the shareholders, in accordance with generally accepted auditing standards. Their report outlines the nature of their audit and expresses their opinion on the consolidated financial statements of the Corporation. Peter Sametz President and Chief Executive Officer April 29, 2016 Robert Brookwell Executive Vice President and Chief Financial Officer 2015 ANNUAL REVIEW 21

2 Independent Auditors Report TO THE SHAREHOLDERS OF GEMINI CORPORATION We have audited the accompanying consolidated financial statements of Gemini Corporation, which comprise the consolidated statement of financial position as at December 31, 2015 and the consolidated statements of net income (loss) and comprehensive income (loss), changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Gemini Corporation as at December 31, 2015, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Emphasis of matter Without qualifying our opinion, we draw attention to note 2.1(a) to the consolidated financial statements, which indicates that the Corporation has incurred significant losses and negative cash flow from operations during the year. The Corporation incurred $17,183 thousand in losses for a cumulative deficit of $4,371 thousand as at December 31, These conditions, along with other matters as set forth in note 2.1(a), indicate the existence of a material uncertainty that may cast significant doubt about the Corporation s ability to continue as a going concern. Other matter The consolidated financial statements of Gemini Corporation for the year ended December 31, 2014 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on March 3, [Signed] Ernst & Young LLP Chartered Professional Accountants Calgary, Canada April 29, ANNUAL REVIEW

3 Consolidated Statements of Financial Position (In thousands of Canadian dollars) Notes As at December 31, 2015 As at December 31, 2014 ASSETS Current assets Cash and cash equivalents $ $ 6,192 Restricted cash 26 2,615 Trade and other receivables 9 32,074 42,539 Income taxes recoverable 7 2,912 Prepaid expenses ,685 52,028 Property, plant and equipment 10 4,677 6,872 Deposits Intangible assets 11 1,314 1,368 Goodwill 11 2,884 4,813 Investments 100 TOTAL ASSETS $ 44,773 $ 65,342 LIABILITIES Current liabilities Bank operating line 14 $ 10,338 $ Trade and other payables 12 14,315 18,731 Unearned revenue ,821 Income taxes payable 53 Provisions 13 1,312 Current portion of long-term liability Current portion of contingent consideration Current portion of finance lease liabilities Current portion of loans and borrowings ,742 32,393 Deferred tax liabilities Long-term liability 15 4, Finance lease liabilities Contingent consideration Commitments and contingencies 20 31,527 34,630 SHAREHOLDERS EQUITY Share capital 17 15,026 14,744 Contributed surplus 2,705 3,270 Retained earnings (deficit) (4,371) 12,770 Equity attributable to Gemini shareholders 13,360 30,784 Non-controlling interests (114) (72) TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 44,773 $ 65,342 See accompanying notes to the consolidated financial statements. On behalf of the Board of Directors Kevin L. Beingessner Director Peter Sametz Director 2015 ANNUAL REVIEW 23

4 Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss) For the years ended December 31, (In thousands of Canadian dollars) Notes Revenue 4 $ 166,557 $ 143,953 Project costs , ,112 Gross profit (loss) (2,267) 21,841 Administrative expenses 16,805 14,895 Depreciation, amortization and goodwill impairment 10, 11 3,802 1,600 Share based compensation expense (recovery) 19 (602) 741 Gain on sale of property, plant and equipment 10 (2,603) Income (loss) from operating activities (19,669) 4,605 Finance costs Income (loss) before income taxes (20,130) 4,323 Income tax expense (recovery) current 7 (2,506) 1,304 deferred 7 (441) 51 (2,947) 1,355 Net income (loss) and comprehensive income (loss) $ (17,183) $ 2,968 Net income (loss) attributable to: Gemini shareholders $ (17,141) $ 3,032 Non-controlling interests Earnings (loss) per share: (42) (64) $ (17,183) $ 2,968 Basic 18 $ (0.22) $ 0.05 Diluted 18 $ (0.22) $ 0.04 See accompanying notes to the consolidated financial statements ANNUAL REVIEW

5 Consolidated Statements of Changes in Equity Retained Non- Contributed Earnings Controlling (In thousands of Canadian dollars) Share Capital Warrants Surplus (Deficit) Interest Total Equity Balance, January 1, 2014 $ 7,706 $ 1,381 $ 2,777 $ 9,738 $ $ 21,602 Non-controlling interest on acquisition (8) (8) Net income for the year 3,032 (64) 2,968 Share-based compensation Issuance of share capital Options exercised 348 (131) 217 Issuance of warrants 6,200 (1,381) 7 4,826 Balance, December 31, 2014 $ 14,744 $ $ 3,270 $ 12,770 $ (72) $ 30,712 Balance, January 1, 2015 $ 14,744 $ $ 3,270 $ 12,770 $ (72) $ 30,712 Net loss for the year (17,141) (42) (17,183) Share-based compensation (536) (536) Issuance of share capital Options exercised 82 (29) 53 Balance, December 31, 2015 $ 15,026 $ $ 2,705 $ (4,371) $ (114) $ 13,246 See accompanying notes to the consolidated financial statements 2015 ANNUAL REVIEW 25

6 Consolidated Statements of Cash Flows For the years ended December 31, (In thousands of Canadian dollars) Cash flows from (used in) operating activities Income / (loss) before income taxes $ (20,130) $ 4,323 Depreciation and amortization 1,395 1,497 Share-based compensation (602) 708 Impairment of goodwill 2, Gain on sale of property, plant and equipment (2,603) Fair value differential on long-term liability (1,698) Write off of investment and patent 100 Finance costs Changes in: (20,670) 6,946 Trade and other receivables 9,505 (7,069) Construction projects in progress 1,899 (2,690) Prepaid expenses Trade and other payables (4,595) 9,367 Unearned revenue (12,698) 12,775 Provisions 1,312 (4,527) 12,428 Interest paid Income taxes paid (25,197) 19,374 (461) (284) (459) (2,542) Total cash flows provided by (used in) operating activities (26,117) 16,548 Cash flows from financing activities Increase (decrease) in bank operating line 10,338 (8,023) Increase in loans and borrowings 8 44 Increase in long-term liability 5,761 Payment of finance lease liabilities (424) (308) Increase in finance lease liabilities Proceeds from issuance of share capital 53 5,036 Total cash flows provided by (used in) financing activities 16,033 (2,884) Cash flows from investing activities Acquisition of property, plant and equipment (1,625) (1,227) Acquisition of intangible assets (54) (366) Proceeds from disposal of property, plant and equipment 5,439 1 Acquisition of a subsidiary, net of cash acquired 184 (5,886) Other (52) 6 Total cash flows provided by (used in) investing activities 3,892 (7,472) Total changes in cash flow (6,192) 6,192 Cash and cash equivalents, beginning of year 6,192 Cash and cash equivalents, end of year $ $ 6,192 See accompanying notes to the consolidated financial statements ANNUAL REVIEW

7 For the year ended December 31, 2015 (All tabular amounts in thousands of dollars, unless otherwise stated, except per share amounts) 1. REPORTING ENTITY Gemini Corporation ( the Corporation ) is domiciled in Canada and incorporated in Alberta. It conducts business through two limited partnerships, Gemini Field Solutions Limited Partnership and Gemini Engineered Solutions Limited Partnership, and two other subsidiaries, Gemini Environmental Solutions Ltd. and Gemini (US) Inc. Gemini Environmental Solutions Ltd. operates the Corporation s environmental services businesses acquired in the fourth quarter of 2014 and the first quarter of Gemini (US) Inc. holds the Corporation s 60% controlling ownership in Onyx Drafting Services LLC, operating in Chandler, Arizona. The Corporation has one registered shareholder owning 47% of the outstanding common shares, which places this holder, Coril Holdings Ltd., in a position of effective control. The Corporation is publicly listed on the TSX Venture Exchange under the symbol GKX. These consolidated financial statements (the Statements ) include the accounts of the Corporation and those of its controlled subsidiaries presented in Canadian dollars. 2. SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of preparation (a) Going concern These Statements have been prepared on a going concern basis, which contemplates that the Corporation will continue to realize its assets and discharge its liabilities in the normal course of business. The Corporation incurred a net loss for the year ended December 31, 2015 of $17,183; which resulted in an accumulated deficit of $4,371. The Corporation experienced a financial setback associated with one project completed in 2015, namely the rail terminal project, which depleted its financial reserves. This setback combined with the tightening market conditions associated with the low commodity price environment has constrained working capital and forced the Corporation to borrow amounts nearing the upper limits of its demand operating line of credit and breach its cash flow coverage ratio covenant. The Corporation has received relief for this covenant breach in the form of a waiver for December 31, Management has received no indication from the lender regarding any demand for repayment of the operating loan. In the second quarter of 2015, a decision was made with the Corporation s controlling shareholder to proceed with the sale and leaseback of the land and buildings situated at the Corporation s Ponoka, Alberta fabrication facility. The land and buildings were sold for $5,475, less transaction fees of $86, resulting in a gain on sale of $2,603. The sale and leaseback was completed in order to augment the Corporation s working capital position in response to the cost overruns on the rail terminal project. Furthermore, management has restructured the project evaluation and risk management approach to mitigate the project conditions that caused the financial setback in Steps have also been taken to reduce operating costs by implementing salary and wage reductions across the organization coupled with a reduction in non-core staff and benefits. This has been completed in concert with a review of operating costs and the elimination of certain fixed and variable overhead costs. This vigilance is expected to mitigate potential future erosion of working capital. The Corporation finished 2015 with approximately 50% of its 2016 revenue in backlog. In addition, examination of the margins earned on project work not related to the rail terminal project indicates some compression. The Corporation s ability to return to profitable operations and to continue to be able to obtain waivers from its lenders is uncertain. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Corporation s ability to continue as a going concern. In the event that the Corporation is not able to return to profitable operations and obtain the necessary waivers from its lenders to continue as a going concern, material adjustments would be required to the carrying value of assets and liabilities, and the balance sheet classifications used ANNUAL REVIEW 27

8 (b) Statement of compliance The Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Statements were authorized for release by the Board of Directors on April 29, (c) Basis of measurement The Statements have been prepared on the historical cost basis. (d) Functional and presentation currency The Statements are presented in Canadian dollars, which is the functional currency for the Corporation and its operating subsidiaries, other than Gemini (US) Inc., whose functional currency is US dollars. All amounts have been rounded to the nearest thousand, unless otherwise indicated. (e) Significant judgements Significant judgements are made by management with respect to accounting policies and the reported amounts contained in these Statements. The key judgements identified that may have a material risk of adjustment within the next financial year are as follows: Evaluation of the credit risk associated with accounts receivable; Assessment of impairment triggers related to intangible assets, goodwill and property, plant and equipment; Percentage-of-completion determinations and the resultant effect on construction projects in progress balances; and Long-lived assets are evaluated for impairment when events and circumstances indicate that the asset s carrying value may not be recoverable. (f) Use of estimates The preparation of Statements in conformity with IFRS requires management to prepare estimates based on assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Estimates are evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results, and revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The Corporation s estimates pertain to various reported balances contained within the Statements. Accounts receivable are individually evaluated for collectability, and an allowance for doubtful accounts is established, where necessary. Goodwill and intangible assets are tested for impairment annually, or more frequently if events or circumstances indicate the asset might be impaired by estimating the future cash flows related to these assets. Warranty provisions are estimated based on a number of factors including the type and duration of warranty coverage, the nature of the product sold and in service and counter-warranty coverage available from the Corporation s suppliers. Long term liabilities are initially recorded at fair value using a market-based discount rate. Finally, share-based payments are determined using the Black-Scholes model for valuation, which entails the application of certain factors and estimates in arriving at the fair value of any stock options granted. The Black-Scholes model is also used for valuation in arriving at the fair value of any issued warrants. These estimates are based on historical experience and various assumptions, which management believes to be reasonable in the circumstances. Future events cannot be anticipated with certainty and, as such, these estimates and assumptions may change as additional evidence is gathered, new circumstances arise, or the Corporation s operating environment changes. The Corporation also applies the percentage-of-completion method of revenue recognition to determine periodic revenue allocations for certain projects in progress at the end of each reporting period. This methodology requires the use of estimates based on the historical knowledge and experience of management, the specific circumstances of the project, and the anticipation of future events in order to determine factors such as the stage of project completion, future costs to be incurred to complete the project, and an estimate of the final gross margin to be earned. The Corporation also provides for estimated losses on incomplete contracts in the period in which such losses are determined. These estimates are continually evaluated and could change based on significant or unanticipated changes in future events; the cost and availability of labour; the cost, availability, and timing of the delivery of materials or components; or unexpected difficulties in the completion of a project ANNUAL REVIEW

9 (g) Determination of fair values Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair value is disclosed in the notes specific to that asset or liability. The carrying amounts for trade and other receivables, income taxes recoverable, bank operating line, trade and other payables on the consolidated statements of financial position approximate fair value by virtue of their short-term nature. Due to the use of subjective judgements and uncertainties in the determination of fair values, these values should not be interpreted as being realizable in an immediate settlement of the financial instruments. The consolidated statements of financial position include level 1 inputs for trade and other receivables, income taxes recoverable, bank operating line, and trade and other payables. Fair value hierarchy Financial instruments that are measured subsequent to initial recognition at fair value are grouped in Levels 1 to 3 based on the degree to which the fair value is observable: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 Inputs that are not based on observable market data. The Corporation did not have any financial instruments classified as Level Basis of consolidation (a) Business combinations The Corporation accounts for business combinations using the acquisition method when control is transferred. The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill and is allocated to each of the cash-generating units ( CGU ) to which it relates. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred and included in administrative expenses. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are recognized in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss. (b) Subsidiaries Subsidiaries are entities controlled by the Corporation. The financial statements of subsidiaries are included in these Statements from the date that control commences to the date that control ceases. The accounting policies of subsidiaries are the same as those of the Corporation. (c) Non-controlling interests Non-controlling interests are measured at their proportionate share of the acquiree s identifiable net assets at the date of acquisition. Changes in the Corporation s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. (d) Loss of control When the Corporation loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost ANNUAL REVIEW 29

10 (e) Transactions eliminated on consolidation Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the Statements. 2.3 Summary of significant accounting policies (a) New accounting standards Except as noted below, the accounting policies have been applied consistently to all periods presented in these Statements. The following new standards and amendments to standards were adopted January 1, 2015 and were applied in preparing these Statements: IFRS 2, Share-based Payment This improvement is applied prospectively and clarifies various issues relating to the definitions of performance and service conditions which are vesting conditions. The clarifications are consistent with how the Corporation has identified any performance and service conditions which are vesting conditions in previous periods. Thus, these amendments did not impact the Corporation s financial statements or accounting policies. IFRS 3, Business Combinations The amendment is applied prospectively and clarifies that all contingent consideration arrangements classified as liabilities (or assets) arising from a business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IAS 39. This is consistent with the Corporation s current accounting policy and thus this amendment did not impact the Corporation s accounting policy. (b) Financial instruments (i) Non-derivative financial assets Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less and is classified at fair value through profit or loss and are recorded at fair value. Bank operating lines that are repayable on demand and form an integral part of the Corporation s cash management are included as a component of cash and cash equivalents on the consolidated statements of cash flows. The Corporation s non-derivative financial assets are classified in the receivables and investments categories. Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market and comprise trade and other receivables. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortized cost using the effective interest method, less any impairment losses. The Corporation derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Corporation is recognized as a separate asset or liability. (ii) Non-derivative financial liabilities The Corporation classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognized initially at fair value and in the case of loans and borrowings net of any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. The Corporation has the following non-derivative financial liabilities: loans and borrowings, trade and other payables and long-term liabilities. Financial liabilities are categorized as either held at fair value through profit and loss or as other financial liabilities. The Corporation derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire ANNUAL REVIEW

11 (iii) Derivative financial instruments The Corporation did not have any derivative financial instruments at December 31, (iv) Share capital Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and share-based payments are recognized as a deduction from equity, net of any tax effects. When share capital recognized as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. (c) Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. When major components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Depreciation is recorded using the declining balance method over the assets estimated useful lives, with the following annual depreciation rates: Computer hardware 30% Vehicles and trailers 30% Office and field equipment 20% Portable buildings 10% Buildings 4% Leasehold improvements are depreciated on a straight-line basis over the life of each lease. Land is not depreciated. Items of property, plant and equipment are depreciated from the date they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. Depreciation methods, useful lives and residual values are reviewed at each annual reporting date and adjusted, if appropriate. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on qualifying assets. Assets acquired under a finance lease are depreciated over their expected useful lives. Gains and losses on disposal of items of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized within profit or loss. The cost of replacing a part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Corporation and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of day-to-day servicing of property, plant and equipment assets are recognized in profit or loss as incurred. (d) Goodwill and intangible assets (i) Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired less accumulated impairment losses and is not subject to amortization ANNUAL REVIEW 31

12 (ii) Other intangible assets Intangible assets include acquired software, technology and process assets and the value of acquired relationships. Intangible assets are recorded at cost less accumulated amortization. Amortization is recorded over the asset s estimated useful life, once the asset is available for use, as follows: Computer software declining balance at 25% annually Technology and process straight-line over 5 years Acquired relationships straight-line over 5 years Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate. The technology assets are not amortized until they have been approved or the technology has been put into production. (e) Leased assets Leases with terms where the Corporation assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are recognized as operating leases and are therefore not recorded in the consolidated statements of financial position. Payments made under operating leases are recognized in profit or loss on a straight-line basis over the term of the lease, with any incentives received recognized as an integral part of the total lease expense. Under a finance lease, an asset and a liability are recognized at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as payments are made and an imputed finance charge on the liability is recognized using the rate implicit in the lease. If that rate is not available, the Corporation uses its incremental borrowing rate. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. (f) Construction contracts in progress Construction contracts in progress represent the gross unbilled amount expected to be collected from clients for work performed to the reporting date. It is measured at cost plus profit recognized to date less progress billings and quantified losses, if any. Cost includes all expenditures related directly to the completion of the work. Construction contracts in progress is included with trade and other receivables on the consolidated statements of financial position. If progress billings exceed costs incurred plus recognized profits, then the difference is presented as unearned revenue on the consolidated statements of financial position. (g) Impairment (i) Non-derivative financial assets A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be reliably estimated. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Corporation on terms that it would otherwise not consider, and indications that a debtor will enter bankruptcy. The Corporation assesses individually significant receivables for specific impairment and establishes an allowance for estimated losses arising from non-payment, taking into consideration client creditworthiness, current economic trends, and past experience. Losses are recognized in profit or loss and reflected in an allowance account against receivables ANNUAL REVIEW

13 (ii) Non-financial assets The carrying amounts for the Corporation s non-financial assets, with finite lives, such as property, plant and equipment, and computer software and development costs, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset s recoverable amount is estimated. For goodwill and intangible assets that are not yet available for use, the recoverable amount is estimated each year at the same time. The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purposes of goodwill impairment testing, goodwill acquired in a business combination is allocated to the CGU, or the group of CGUs, that is expected to benefit from the synergies of the combination. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Corporate assets do not generate separate cash inflows, and therefore are allocated to the CGUs on a reasonable basis and are tested for impairment as part of the testing of the CGU to which the corporate asset is allocated. An impairment loss is recognized in profit or loss if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGUs, and then to reduce the carrying amounts of the other assets in the CGUs on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. (h) Employee benefits (i) Short-term employee benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Corporation has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. (ii) Share-based payment transactions The grant date fair value of equity-settled share-based payment awards granted to directors, officers and employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The fair value of the amount payable to directors, officers and employees in respect of share-based payment awards that are settled in cash is recognized as an expense with a corresponding increase in liabilities, over the period during which the individuals become unconditionally entitled to payment. The liability is re-measured at each reporting date and at the settlement date based on the fair value of the awards, with any changes in the liability recognized in profit or loss ANNUAL REVIEW 33

14 (i) Foreign exchange Transactions in foreign currencies are initially recorded by the Corporation s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item. (j) Provisions A provision is recognized if, as a result of a past event, the Corporation has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost. Provisions for warranty-related costs are recognised when the product is sold or service provided to the client. Initial recognition is based on historical experience and warranty-related costs are revised annually, where applicable. (k) Revenue recognition (i) Services Revenue from services rendered is recognized in profit or loss as the service is performed. (ii) Construction contracts Construction contracts are generally negotiated as fixed-price or time and materials contracts. Revenue is determined based on the percentage of completion method for fixed price contracts and on work performed for time and materials contracts. The percentage of completion methodology requires the use of estimates based on the historical knowledge and experience of management, the specific circumstances of the project, and the anticipation of future events in order to determine factors such as the stage of project completion, future costs to be incurred to complete the project, and an estimate of the final gross margin to be earned. These estimates are continually evaluated and could change based on significant or unanticipated changes in future events; the cost and availability of labour; the cost, availability, and timing of delivery of materials or components; or unexpected difficulties in the completion of a project. As soon as the outcome of a fixed-price contract can be estimated reliably, revenue and expenses are recognized in profit or loss in proportion to the stage of completion of the contract at the end of the reporting period. The stage of completion is assessed by reference to surveys of work performed. When the outcome of a fixed price contract cannot be estimated reliably, contract revenue is recognized only to the extent of contract costs incurred that are likely to be recoverable. Any loss on a fixed-price contract is recognized in the period the loss becomes evident. (l) Finance costs Finance costs comprise interest expense on borrowings, unwinding the discount on provisions, finance lease interest and impairment losses recognized on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method. Interest income is generally an immaterial amount and is recognized in profit or loss as an offset to finance costs. (m) Income taxes Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination or items recorded directly in equity or in other comprehensive income ANNUAL REVIEW

15 Current tax is the expected tax payable or recoverable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recorded on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit nor loss. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. In determining the amount of current and deferred tax, the Corporation takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Corporation believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretation of tax law and prior experience. This assessment relies on estimates and assumptions and may invite a series of judgements about future events. New information may become available that causes the Corporation to change its judgement regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact tax expense in the period that such a determination is made. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. (n) Earnings per share The Corporation presents basic and diluted earnings per share ( EPS ) for its common shares. Basic EPS is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated giving effect to the potential dilution that would occur if share options or other dilutive instruments were exercised or converted to shares. The treasury stock method is used to determine the dilutive effect, which assumes that any proceeds upon the exercise or conversion of dilutive instruments, for which market prices exceed exercise price, would be used to purchase shares at the average market price of the shares during the period. (o) Share capital Incremental costs directly attributable to the issue of common shares, net of any tax effects, are recognized as a deduction from equity. (p) Segment reporting The Corporation s operating segments are organized around the markets it serves and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). The Chief Executive Officer has authority for resource allocation and assessment of the Corporation s performance and is therefore the CODM. An operating segment is a component of the Corporation that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Corporation s other components. All operating segments results are reviewed regularly by the CODM to make decisions about resource allocations and performance assessment for which discrete financial information is available. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis ANNUAL REVIEW 35

16 3. NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after January 1, 2016, and have not been applied in preparing these Statements. Those that may be relevant to the Corporation are set out below and the Corporation does not plan to adopt these standards early. The Corporation does not expect the amendments to have a material impact on the Statements. Annual improvements to IFRS ( ) and ( ) cycles Various narrow-scope amendments to a total of nine standards have been introduced. IFRS 9, Financial Instruments In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments that replaces IAS 39, Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. IFRS 9 brings together all three aspects of the accounting for financial instruments project: classification and measurement, impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Except for hedge accounting, retrospective application is required, but providing comparative information is not compulsory. The Corporation plans to adopt the new standard on the required effective date. The Corporation has not assessed the impact of all three aspects of IFRS 9. IFRS 9 requires the Corporation to record expected credit losses on all of its debt securities, loans and trade receivables, either on a 12-month or lifetime basis. The Corporation expects to apply the simplified approach and record lifetime expected losses on all trade receivables. The Corporation does not expect a significant impact, but it will need to perform a more detailed analysis which considers all reasonable and supportable information, including forward-looking elements to determine the extent of the impact. IFRS 15, Revenue from Contracts with Customers IFRS 15 contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. On July 22, 2015, the IASB confirmed a one-year deferral of the effective date of the revenue Standard, IFRS 15, Revenue from Contracts with Customers, to January 1, The Corporation plans to adopt the new standard on the required effective date using the full retrospective method. During 2015, the Corporation performed a preliminary assessment of IFRS 15, which is subject to changes arising from a more detailed ongoing analysis. Furthermore, the Corporation is considering the clarifications issued by the IASB in an exposure draft in July 2015 and will monitor any further developments. IFRS 16, Leases IFRS 16 specifies how to recognize, measure, present and disclose leases. Lessees will be required to recognize right-of-use (ROU) assets and lease liabilities while lessors will continue to classify each lease as either an operating lease or a finance lease. Lease and non-lease components must be separated and accounted for separately using the appropriate standards unless a policy election is made to account for the lease and non-lease components as lease components. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted if IFRS 15 has already been applied or will be applied at the same date as IFRS 16. The Company has not yet determined the impact of the standards on the Company s financial statements ANNUAL REVIEW

17 Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortization The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The amendments are effective prospectively for annual periods beginning on or after January 1, 2016, with early adoption permitted. These amendments are not expected to have any impact to the Corporation given that the Corporation has not used a revenue-based method to depreciate its non-current assets. 4. REVENUE Services $ 42,936 $ 58,502 Construction contracts 123,621 85,451 $ 166,557 $ 143,953 At December 31, 2015, the Corporation had billings in excess of revenue of $171 (December 31, 2014 $12,821), which represented the fair value of that portion of the consideration received or receivable in respect of work yet to be completed on construction contracts for services yet to be rendered subsequent to the reporting date. 5. PERSONNEL COSTS Salaries and wages $ 49,049 $ 47,497 Subcontractors 24,281 22,583 Employee benefits 4,481 3,959 Termination benefits 1, Share-based compensation (669) 708 $ 78,158 $ 75, FINANCE COSTS Interest expense on bank operating line $ 303 $ 211 Interest expense on finance leases Other interest expense 55 $ 461 $ ANNUAL REVIEW 37

18 7. INCOME TAX EXPENSE (RECOVERY) The provision for income taxes differs from that which would be expected by applying the combined statutory rate of 26% in 2015 (25% in 2014). A reconciliation of the difference is as follows: Income before income tax $ (20,130) $ 4,323 Statutory tax rate 26% 25% Expected expense (recovery) (5,234) 1,081 Non-deductible expenses Non-cash stock-based compensation (157) 185 Unrecognized tax loss carryforward 1, Non-taxable portion of capital gain (338) Impairment loss on goodwill 626 Rate change 107 Income tax expense (recovery) $ (2,947) $ 1,355 Income tax expense (recovery) current $ (2,506) $ 1,304 deferred (441) 51 $ (2,947) $ 1,355 At December 31, 2015, the Corporation has $2,506 (2014 $nil) of income tax recoverable due to the carryback of losses to prior years. After the anticipated loss carryback, there is expected to be a remaining unutilized loss carryforward balance of $1,870 (2014 $nil), the related benefit of which has not been reflected in these Statements. These losses can be carried forward indefinitely to be used against future taxable earnings. 8. DEFERRED TAX ASSETS AND LIABILITIES (a) The components of the net deferred tax assets and liabilities are as follows: Property plant and equipment $ 366 $ 384 Intangible assets Goodwill Finance costs (59) (57) Finance lease liabilities (300) (310) Provisions (354) Non-capital losses Share issue costs (18) (34) Other items 8 $ $ ANNUAL REVIEW

19 Movement in temporary differences during the year are as follows: December 31, Acquired Recognized in December 31, 2014 deferred tax profit and loss 2015 Property plant and equipment $ 384 $ (2) $ (16) $ 366 Intangible assets (55) 291 Goodwill 113 (47) 66 Finance costs (57) (2) (59) Finance lease liabilities (310) 10 (300) Provisions (354) (354) Non-capital losses Share issue costs (34) 16 (18) Other items 8 8 $ 373 $ 67 $ (440) $ (b) Non-capital losses are recognized when they are probable to be recovered in the next 12 months. There are non-capital losses for tax purposes of $7,981 (December 31, 2014 $39) which have been offset against other deferred tax liabilities and those losses will expire in TRADE AND OTHER RECEIVABLES Trade receivables $ 26,327 $ 36,670 Other receivables 2, ,221 37,253 Construction contracts in progress 2,853 5,286 $ 32,074 $ 42,539 At December 31, 2015, aggregate costs incurred under construction contracts in progress plus recognized profits, net of recognized losses, amounted to $16,829 (December 31, 2014 $40,781). In addition, trade receivables included holdbacks of $2,229 (December 31, 2014 $2,574) related to construction contracts in progress. The aging of trade and other receivables at the reporting date was as follows: Current $ 20,633 $ 30, days 4,972 4, days 348 1,193 Greater than 90 days ,327 36,670 Construction contracts in progress and other receivables 5,747 5,869 $ 32,074 $ 42,539 The Corporation assesses each account on an individual basis to determine whether any allowance for impairment is required. There are three accounts (2014 six) that are considered potentially uncollectible and allowances of $63 (2014 $657) have been recognized for them in administrative expense on the consolidated statements of income (loss) and comprehensive income (loss) ANNUAL REVIEW 39

20 10. PROPERTY, PLANT AND EQUIPMENT Cost Land & Vehicles & Computer Office & Field Leasehold Total Building Trailers Hardware Equipment Improvements Assets As at January 1, ,168 1,833 2,089 6, ,017 Additions ,328 Acquired (see Note 26) Lease additions Disposals (3,270) (112) (154) (297) (3,833) As at December 31, 2015 $ $ 2,018 $ 2,180 $ 7,450 $ 1,240 $ 12,888 Accumulated depreciation As at January 1, 2015 (756) (1,018) (1,495) (4,247) (629) (8,145) Depreciation for the year (84) (310) (193) (406) (70) (1,063) Disposals As at December 31, 2015 $ $ (1,253) $ (1,688) $ (4,571) $ (699) $ (8,211) Net carrying amounts As at January 1, 2015 $ 2,412 $ 815 $ 594 $ 2,714 $ 337 $ 6,872 As at December 31, 2015 $ $ 765 $ 492 $ 2,879 $ 541 $ 4,677 Cost Land & Vehicles & Computer Office & Field Leasehold Total Building Trailers Hardware Equipment Improvements Assets As at January 1, ,168 1,342 1,857 6, ,209 Additions ,227 Acquired Lease additions Disposals (1) (1) As at December 31, 2014 $ 3,168 $ 1,833 $ 2,089 $ 6,961 $ 966 $ 15,017 Accumulated depreciation As at January 1, 2014 (722) (794) (1,270) (3,655) (582) (7,023) Depreciation for the year (34) (224) (225) (593) (47) (1,123) Disposals 1 1 As at December 31, 2014 $ (756) $ (1,018) $ (1,495) $ (4,247) $ (629) $ (8,145) Net carrying amounts As at January 1, 2014 $ 2,446 $ 548 $ 587 $ 2,457 $ 148 $ 6,186 As at December 31, 2014 $ 2,412 $ 815 $ 594 $ 2,714 $ 337 $ 6,872 The Corporation leases vehicles and certain other equipment through finance lease agreements. At December 31, 2015, the net carrying amount of these assets was $1,112 (2014 $1,239), and additions during the year were $297 (2014 $367). On September 8, 2015, the Corporation finalized the sale of its land and buildings located in Ponoka, Alberta to a party that is related by virtue of common control. The sale proceeds were $5,475, less transaction fees of $86, resulting in a gain on sale of $2, ANNUAL REVIEW

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