EX-99.1 9 ex9912013timwenfinancialst.htm TIMWEN 2013 AUDITED FINANCIAL STATEMENTS EX99.1 2013 TIMWENFinancialStatements

 
 
 
 
 
 
 
EXHIBIT 99.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TIMWEN PARTNERSHIP
 
 
 
 
 
 
 
 
 
 
 
 
Financial Statements
 
 
 
 
 
December 29, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Report of Independent Registered Public Accounting Firm

To the Partners of TIMWEN Partnership

We have audited the accompanying balance sheets of TIMWEN Partnership as of December 29, 2013 and December 30, 2012, and the related statements of income and comprehensive income, partners’ equity and cash flows for each of the years in the three-year period ended December 29, 2013. The Partnership's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We were not engaged to perform an audit of the company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TIMWEN Partnership as of December 29, 2013 and December 30, 2012 and the results of its operations and its cash flows for each of the years in the three-year period ended December 29, 2013 in conformity with accounting principles generally accepted in the United States of America.






/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants, Licensed Public Accountants
Oakville, Ontario
February 26, 2014








 
TIMWEN Partnership
 
 
 
 
 
 
Balance Sheet
(In Thousands of Canadian Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 29, 2013
 
December 30,2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue-producing properties
$
69,109
 
 
$
72,787
 
 
 
 
 
 
 
 
 
 
 
 
Cash
3,577
 
 
3,527
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable
3,132
 
 
3,264
 
 
 
 
 
 
 
 
 
 
 
 
Investment in Grimsby Food Court Ltd.
1,818
 
 
1,891
 
 
 
 
 
 
 
 
 
 
 
 
Prepaid rent
611
 
 
618
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
78,247
 
 
$
82,087
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
1,207
 
 
$
3,206
 
 
 
 
 
 
 
 
 
 
 
 
Deferred lease inducements
2,789
 
 
3,082
 
 
 
 
 
 
 
 
 
 
 
 
Straight-line rent
4,983
 
 
5,453
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,979
 
 
11,741
 
 
 
 
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' equity
69,268
 
 
70,346
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
78,247
 
 
$
82,087
 
 
 
 
See accompanying notes to the financial statements.
 
 
 
 
 
 



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

Year ended
 
 
 
December 29, 2013
 
December 30, 2012
 
January 1, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
Rental income
$
39,894
 
 
$
39,692
 
 
$
38,927
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
Rental expense - net of lease inducements
7,202
 
 
7,689
 
 
7,543
 
 
Operating expenses
502
 
 
439
 
 
485
 
 
Depreciation and amortization
3,956
 
 
4,367
 
 
4,280
 
 
 
11,660
 
 
12,495
 
 
12,308
 
 
Operating income for the year
28,234
 
 
27,197
 
 
26,619
 
 
 
 
 
 
 
 
 
 
Other income
 
 
 
 
 
 
Interest income
70
 
 
73
 
 
55
 
 
Equity in income of Grimsby Food Court Ltd.
117
 
 
96
 
 
366
 
 
Other income
1
 
 
4
 
 
6
 
 
 
 
188
 
 
173
 
 
427
 
 
Net income and comprehensive income
$
28,422
 
 
$
27,370
 
 
$
27,046
 
 













See accompanying notes to the financial statements.



TIMWEN Partnership
 
 
 
 
 
 
 
 
 
Statement of Partners' Equity
(In Thousands of Canadian Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended
 
 
December 29, 2013
 
December 30, 2012
 
January 1, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
Wendy's
 
Barhav
 
 
 
 
 
 
 
 
Restaurants of
 
Developments
 
 
 
 
 
 
 
 
Canada Inc.
 
Limited
 
Total
 
Total
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' equity - Beginning of year
$
35,173
 
 
$
35,173
 
 

$70,346

 
$
73,476
 
 
$
76,430
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions to partners
(14,750)
 
 
(14,750)
 
 
(29,500)

 
(30,500)
 
 
(30,000)
 
 
Net income for the year
14,211
 
 
14,211
 
 
28,422

 
27,370
 
 
27,046
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' equity - End of year
$
34,634
 
 
$
34,634
 
 

$69,268

 
$
70,346
 
 
$
73,476
 
 















See accompanying notes to the financial statements.




TIMWEN Partnership
 
 
 
 
 
Statement of Cash Flows
(In Thousands of Canadian Dollars)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended
 
 
December 29, 2013
 
December 30, 2012
 
January 1, 2012
 
 
 
 
 
 
 
Cash provided by (used in)
 
 
 
 
 
 
 
 
 
 
 
 
Operating activities
 
 
 
 
 
Net income for the year

$28,422

 

$27,370

 

$27,046

Add: Items not affecting cash
 
 
 
 
 
 
Depreciation and amortization
3,956

 
4,367

 
4,280

 
Straight-line rent
(438)

 
12

 
(167)

 
Amortization of deferred lease inducements
(293)

 
(293)

 
(293)

 
Equity in earnings of investment in Grimsby Food Court Ltd.
(117)

 
(96)

 
(366)

  Distributions received from Grimsby Food Court Ltd. 
190

 
205

 
741

 
 
 
 
 
 
 
Change in operating assets and liabilities 
 
 
 
 
 
 
Accounts receivable
132

 
1,061

 
204

 
Prepaid rent
7

 
4

 
4

 
Accounts payable and accrued liabilities
(2,154)

 
(162)

 
163

 
 
 
 
 
 
 
Net cash provided by operating activities
29,705

 
32,468

 
31,612

 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
Additions to revenue-producing properties
(155)

 
(1,120)

 
(572)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
Distributions to partners
(29,500)

 
(30,500)

 
(30,000)

 
 
 
 
 
 
 
Change in cash
50

 
848

 
1,040

 
 
 
 
 
 
 
Cash - Beginning of year
3,527

 
2,679

 
1,639

 
 
 
 
 
 
 
Cash - End of year

$3,577

 

$3,527

 

$2,679






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.

Fiscal year
The partnership’s fiscal year ends on the Sunday nearest to December 31. The 2013, 2012 and 2011 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 (US GAAP). In the opinion of management, the partnership’s financial statements and accompanying notes to the financial statements contain all adjustments necessary to state fairly the partnership’s financial position as of December 29, 2013 and December 30, 2012, and its results of operations, comprehensive income and cash flows for each of the three years in the period ended December 29, 2013.

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

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 US 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
 
December 29, 2013
 
December 30, 2012
 
 
 
Accumulated
 
 
 
 
 
 
depreciation and
 
 
 
 
Cost
 
amortization
 
Net
 
Net
Land
$
21,231

 
$ -

 
$
21,231

 
$
21,231

Buildings
36,133

 
16,972

 
19,161

 
20,130

Leasehold improvements
63,501

 
35,711

 
27,790

 
30,363

Deferred design costs and other
2,215

 
1,288

 
927

 
1,063

 
$
123,080

 
$
53,971

 
$
69,109

 
$
72,787






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.

 
 
 
 
December 29, 2013
 
December 30, 2012
 
January 1, 2012
Rental income
 
 
 
 
 
 
 
 
TDL
 
 
 
$
25,054

 
$
24,998

 
$
24,521

WROC
 
 
 
14,840

 
14,694

 
14,406

 
 
 
 
$
39,894

 
$
39,692

 
$
38,927

 
 
 
 
 
 
 
Management fee
 
 
 
 
 
 
 
 
WROC - included in operating expenses
 
$
275

 
$
275

 
$
275

 
 
 
 
 
 
 
 
Related party rental expense
 
 
 
 
 
 
 
TDL
 
 
 
$
232

 
$
231

 
$
226

 
 
 
 
 
 
 
 
 
Management fee
 
 
 
 
 
 
 
 
TDL - included in revenue-producing properties
$
183

 
$
91

 
 
 
 
 
 
 
 
 
 
 
Amounts included in accounts receivable
 
 
 
 
 
 
 
TDL
 
 
 
$
1,972

 
$
2,253

 
 
WROC
 
 
 
1,160

 
1,011

 
 
 
 
 
 
$
3,132

 
$
3,264

 
 
Amounts included in accounts payable
 
 
 
 
 
 
 
TDL
 
 
 
$
254

 
$
537

 
 


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
 
 
December 29, 2013
 
December 30, 2012
 
 
 
 
Accumulated
 
 
 
 
 
 
Cost
 
amortization
 
Net
 
Net
Deferred lease inducements
$
6,680

 
$
3,891

 
$
2,789

 
$
3,082






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:

 
2014
 
 
 
$
7,276

 
2015
 
 
 
7,283

 
2016
 
 
 
7,052

 
2017
 
 
 
6,833

 
2018
 
 
 
6,326

 
2019 and thereafter
 
 
 
17,895

 
Total
 
 
 
$
52,665


The minimum lease payments include $29,682 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 December 29, 2013 and up to February 26, 2014 which corresponds to the date these financial statements were issued (or available to be issued).