EX-99.1 10 ex9912015timwenfinancialst.htm AUDITED FINANCIAL STATEMENTS OF TIMWEN PARTNERSHIP Exhibit

 
 
 
 
 
 
 
 
EXHIBIT 99.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TIMWEN PARTNERSHIP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Statements
 
 
 
 
 
 
January 3, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





INDEPENDENT AUDITORS REPORT

To Partners of TimWen Partnership


We have audited the accompanying financial statements of TimWen Partnership, which comprise the balance sheet as of January 3, 2016, and the related statements of income and comprehensive income, partners’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the financial Statements 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on financial statements based on our audit. We conducted our audit in accordance with standard generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, The auditor considers internal control relevant to the entity’s preparation and fair presentation of the 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 financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of TimWen Partnership as of January 3, 2016, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

Comparative Information

The accompanying financial statements of TimWen Partnership as of and for the years ended December 28, 2014 and December 29, 2013 were audited by other auditors whose report thereon dated February 25, 2015 expressed an unmodified opinion on those financial statements.



/s/KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
February 26, 2016
Toronto, Canada



 
TIMWEN Partnership
 
 
 
 
Balance Sheet
(In Thousands of Canadian Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
January 3, 2016
 
December 28, 2014
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Revenue-producing properties
$
62,523
 
 
$
66,269
 
 
 
 
 
 
 
 
Cash
3,957
 
 
4,175
 
 
 
 
 
 
 
 
Accounts receivable
4,656
 
 
3,099
 
 
 
 
 
 
 
 
Investment in Grimsby Food Court Ltd.
1,711
 
 
1,784
 
 
 
 
 
 
 
 
Prepaid expenses
617
 
 
665
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
73,464
 
 
$
75,992
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
3,284
 
 
$
2,321
 
 
 
 
 
 
 
 
Deferred lease inducements
2,235
 
 
2,496
 
 
 
 
 
 
 
 
Straight-line rent
4,265
 
 
4,669
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,784
 
 
9,486
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
Partners equity
63,680
 
 
66,506
 
 
 
 
 
 
 
 
 
 
$
73,464
 
 
$
75,992
 
 









See accompanying notes to the financial statements.
 
 
 
 



TIMWEN Partnership
 
 
 
 
 
Statements of Income and Comprehensive Income
 
 
 
 
 
(In Thousands of Canadian Dollars)
 
 
 
 
 
 
 
 

Year ended
 
 
January 3, 2016
 
December 28, 2014
 
December 29, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
Rental income
$
42,384
 
 
$
40,386
 
 
$
39,894
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
Rental expense - net of lease inducements
7,554
 
 
7,269
 
 
7,202
 
Operating expenses
684
 
 
568
 
 
502
 
Depreciation and amortization
4,700
 
 
4,490
 
 
3,956
 
 
12,938
 
 
12,327
 
 
11,660
 
Operating income for the year
29,446
 
 
28,059
 
 
28,234
 
 
 
 
 
 
 
 
Other income
 
 
 
 
 
Interest income
69
 
 
78
 
 
70
 
Equity in income of Grimsby Food Court Ltd.
102
 
 
101
 
 
117
 
Other income
57
 
 
0
 
 
1
 
 
 
228
 
 
179
 
 
188
 
Net income and comprehensive income
$
29,674
 
 
$
28,238
 
 
$
28,422
 













See accompanying notes to the financial statements.



TIMWEN Partnership
 
 
 
 
 
 
 
 
Statement of Partners Equity
(In Thousands of Canadian Dollars)
 
 
 
 
 
 
 
 
 
 
 
Year ended
 
January 3, 2016
 
December 28, 2014
 
December 29, 2013
 
 
 
 
 
 
 
 
 
 
 
Wendy’s
 
The TDL
 
 
 
 
 
 
 
Restaurants of
 
Group
 
 
 
 
 
 
 
Canada Inc.
 
Corp.
 
Total
 
Total
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners equity - Beginning of year

$33,253

 
$
33,253
 
 
$
66,506
 
 
$
69,268
 
 
$
70,346
 
 
 
 
 
 
 
 
 
 
 
Distributions to partners
(16,250)

 
(16,250)
 
 
(32,500)
 
 
(31,000)
 
 
(29,500)
 
Net income for the year
14,837

 
14,837
 
 
29,674
 
 
28,238
 
 
28,422
 
 
 
 
 
 
 
 
 
 
 
Partners equity - End of year

$31,840

 
$
31,840
 
 
$
63,680
 
 
$
66,506
 
 
$
69,268
 
















See accompanying notes to the financial statements.



TIMWEN Partnership
 
 
 
 
 
Statement of Cash Flows
(In Thousands of Canadian Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended
 
 
January 3, 2016
 
December 28, 2014
 
December 29, 2013
 
 
 
 
 
 
 
Cash provided by (used in)
 
 
 
 
 
 
 
 
 
 
 
 
Operating activities
 
 
 
 
 
Net income for the year
$
29,674
 
 
$
28,238
 
 
$
28,422
 
Add: Items not affecting cash
 
 
 
 
 
 
Depreciation and amortization
4,700
 
 
4,490
 
 
3,956
 
 
Straight-line rent
(367)
 
 
(282)
 
 
(438)
 
 
Amortization of deferred lease inducements
(261)
 
 
(293)
 
 
(293)
 
 
Equity in earnings of investment in Grimsby Food Court Ltd.
(102)

 
(101)
 
 
(117)
 
Distributions received from Grimsby Food Court Ltd. 
175
 
 
135
 
 
190
 
 
 
 
 
 
 
 
Change in operating assets and liabilities 
 
 
 
 
 
 
Accounts receivable
(1,557
)
 
33
 
 
132
 
 
Prepaid expenses
48
 
 
(54)
 
 
7
 
 
Accounts payable and accrued liabilities
(108)
 
 
(86)
 
 
(2,154
)
 
 
 
 
 
 
 
Net cash provided by operating activities
32,202
 
 
32,080
 
 
29,705
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
Additions to revenue-producing properties
80
 
 
(482)
 
 
(155)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
Distributions to partners
(32,500)
 
 
(31,000)
 
 
(29,500)
 
 
 
 
 
 
 
 
Change in cash
(218
)
 
598
 
 
50
 
 
 
 
 
 
 
 
Cash - Beginning of year
4,175
 
 
3,577
 
 
3,527
 
 
 
 
 
 
 
 
Cash - End of year
$
3,957
 
 
$
4,175
 
 
$
3,577
 






See accompanying notes to the financial statements.




TIMWEN Partnership
Notes to Financial Statements
(In Thousands of Canadian Dollars)


1.
Nature of operations

The TIMWEN Partnership is between Barhav Developments Limited (a wholly owned subsidiary of TDL Group Corp. Ltd. (TDL)) and Wendy’s Restaurants of Canada Inc. (WROC), and was formed in 1995. The partnership leases restaurant facilities to WROC and TDL. On March 2, 2015, certain entities including Barhav Developments Limited were amalgamated in the jurisdiction of British Columbia to form a company under the name The TDL Group Corp.

Fiscal year
The partnership’s fiscal year ends on the Sunday nearest to December 31. The 2015 fiscal year consisted of 53 weeks and the 2014 and 2013 fiscal years consisted of 52 weeks.

2. Summary of significant accounting policies partnership accounts

Partnership accounts
The accompanying financial statements include only the assets and liabilities of the business carried on under the name TIMWEN Partnership and do not include other assets, liabilities, revenues and expenses of the partners. No provision for income taxes has been made in these financial statements since income of the partnership is taxable in the hands of the partners.

Basis of presentation
The partnership prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

The functional currency of the partnership is the local currency in which it operates, which is the Canadian dollar, as the majority of the partnership’s operations and cash flows are based in Canada and the partnership’s operations are primarily managed in Canadian dollars. The partnership’s reporting currency is the Canadian dollar.

Revenue-producing properties
Revenue-producing properties are stated at acquisition cost, less accumulated depreciation and amortization. Acquisition cost comprises land acquisition and building construction costs. Depreciation and amortization are provided for on the straight-line basis over the estimated useful lives of the assets at the following rates:

Buildings     Up to 40 years
Leasehold improvements and deferred design costs and other     The lesser of the useful life of the asset or the lease term
Construction-in-progress        Stated at cost and is not amortized
Land        Stated at cost and is not amortized

Long-lived assets
Long-lived assets are analyzed for impairment at the individual restaurant level, which represents the lowest level of independent cash flow for the business. They are tested for impairment whenever an event or circumstance occurs that indicates impairment may exist, including a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of prior to the end of its estimated useful life. There were no such events in the current or prior year.





TIMWEN Partnership
Notes to Financial Statements
(In Thousands of Canadian Dollars)

Leases
When determining the lease terms, the partnership includes the renewal period for which failure to renew the lease imposes an economic penalty in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which the partnership is subject is the economic detriment associated with the existence of leasehold improvements that might be impaired if the partnership chooses not to exercise the available renewal options.

Minimum lease payments, including scheduled rent increases, are recognized as rent expense on a straight-line basis (straight-line rent) over the applicable lease terms and any period during which the partnership has the use of the property but is not charged rent by a landlord. Lease terms are generally for 20 years and, in most cases, provide for rent escalations and renewal options.

Investment in Grimsby Food Court Ltd.
The investment in the Grimsby Food Court Ltd. is accounted for as an equity investment. The investment is analyzed for other than temporary impairment where evidence exists that there is an inability to recover the carrying amount of the investment or inability to sustain an earnings capacity that would justify the carrying amounts of the investment. No such indicator was noted in the current or prior year.

Deferred lease inducements
Lease inducements are leasehold improvements paid by landlords and are recorded as a liability and amortized as a reduction in rent expense. They are deferred and amortized on a straight-line basis over the lease term which is typically a minimum of 20 years.

Revenue recognition
Rental revenue is recognized on a percentage of sales volume and is recognized as earned.

Use of estimates
The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Actual results could differ from those estimates.


3.
Revenue-producing properties
 
January 3, 2016
 
December 28, 2014
 
 
 
Accumulated
 
 
 
 
 
 
depreciation and
 
 
 
 
Cost
 
amortization
 
Net
 
Net
Land
$
21,231

 
$

 
$
21,231

 
$
21,231

Buildings
36,137

 
18,737

 
17,400

 
18,411

Leasehold improvements
62,379

 
39,178

 
23,201

 
25,816

Deferred design costs and other
2,159

 
1,468

 
691

 
811

 
$
121,906

 
$
59,383

 
$
62,523

 
$
66,269






TIMWEN Partnership
Notes to Financial Statements
(In Thousands of Canadian Dollars)

4.
Related party transactions and balances
During the fiscal years and as of the end of the fiscal years presented, the partnership had the following transactions with related parties.

 
 
 
 
January 3, 2016
 
December 28, 2014
 
December 29, 2013
Rental income
 
 
 
 
 
 
 
 
TDL
 
 
 
$
26,743

 
$
25,358

 
$
25,054

WROC
 
 
 
15,641

 
15,028

 
14,840

 
 
 
 
$
42,384

 
$
40,386

 
$
39,894

 
 
 
 
 
 
 
Management fee
 
 
 
 
 
 
 
 
WROC - included in operating expenses
 
$
275

 
$
275

 
$
275

 
 
 
 
 
 
 
 
Related party rental expense
 
 
 
 
 
 
 
TDL
 
 
 
$
259

 
$
240

 
$
232

 
 
 
 
 
 
 
 
 
Management fee
 
 
 
 
 
 
 
 
TDL - included in revenue-producing properties
$
206

 
$
91

 
 
 
 
 
 
 
 
 
 
 
       
Amounts included in accounts receivable
 
 
 
 
 
 
 
TDL
 
 
 
$
2,813

 
$
1,962

 
 
WROC
 
 
 
1,843

 
1,137

 
 
 
 
 
 
$
4,656

 
$
3,099

 
 
Amounts included in accounts payable
 
 
 
 
 
 
 
TDL
 
 
 
$
1,213

 
$
1401

 
 


These transactions are in the normal course of operations.

The amounts due from the partners, which have arisen as a result of the above transactions, are non-interest bearing and due on demand.


5.
Deferred lease inducements
 
 
January 3, 2016
 
December 28, 2014
 
 
 
 
Accumulated
 
 
 
 
 
 
Cost
 
amortization
 
Net
 
Net
Deferred lease inducements
$
6,680

 
$
4,445

 
$
2,235

 
$
2,496






TIMWEN Partnership
Notes to Financial Statements
(In Thousands of Canadian Dollars)

6.
Leases
Minimum lease payments under long-term operating lease agreements for various properties are as follows:

 
2016
 
 
 
$
7,513

 
2017
 
 
 
7,522

 
2018
 
 
 
7,126

 
2019
 
 
 
6,655

 
2020
 
 
 
5,529

 
2021 and thereafter
 
 
 
22,694

 
Total
 
 
 
$
57,039


The minimum lease payments include $13,154 related to renewal periods reasonably assured of being exercised.

All leased locations are subleased to WROC or to TDL at amounts based on restaurant revenues.


7.
Financial instruments
Due to their short-term maturities, the carrying value of the partnership’s cash, accounts receivable and accounts payable and accrued liabilities approximate their estimated fair value.


8.
Commitments and contingencies
The partnership is party to various legal actions and complaints arising in the ordinary course of business. It is the opinion of the partnership’s management that the ultimate resolution of such matters will not materially affect the partnership's financial condition or income.


9.
Subsequent events
The partnership has evaluated events subsequent to January 3, 2016 and up to February 26, 2016 which corresponds to the date these financial statements were issued (or available to be issued).