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Powerstream Inc Financial statements of PowerStream Inc. December 31, 2015 PowerStream Inc. December 31, 2015 Table of contents Independent Auditor’s Report ............................................................................................................................ 1-2 Balance sheet ....................................................................................................................................................... 3 Statement of income and other comprehensive income ....................................................................................... 4 Statement of changes in equity ............................................................................................................................. 5 Statement of cash flows ........................................................................................................................................ 6 Notes to the financial statements ..................................................................................................................... 7-35 Deloitte LLP 5140 Yonge Street Suite 1700 Toronto ON M2N 6L7 Canada Tel: 416-601-6150 Fax: 416-601-6151 www.deloitte.ca Independent Auditor’s Report To the Shareholder of PowerStream Inc. We have audited the accompanying financial statements of PowerStream Inc., which comprise the balance sheet as at December 31, 2015, the statements of income and other comprehensive income, changes in equity and of cash flows for the year ended December 31, 2015, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these 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 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 auditor’s 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 PowerStream Inc. 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. Chartered Professional Accountants Licensed Public Accountants March 9, 2016 Page 2 PowerStream Inc. Balance sheet as at December 31, 2015 (In thousands of dollars) 2015 2014 $ $ Assets Current assets Cash 6 ,859 23,110 Accounts receivable (Note 17(c)) 105,942 95,963 Unbilled revenue 94 ,657 112,582 Due from related parties (Note 10) 13 ,654 6,724 Inventories (Note 6) 3 ,226 3,085 Income taxes receivable 9 ,734 6,208 Prepaids and other assets 5 ,208 4,129 239,280 251,801 Long-term assets Property, plant and equipment (Note 7) 1,119,147 1,032,551 Intangible assets (Note 8) 53 ,073 42,621 Investment in a joint venture (Note 5) 8 ,169 7,536 Deferred tax assets (Note 20) 7 ,227 14,239 Goodwill (Note 8(b)) 42 ,543 42,543 1,469,439 1,391,291 Liabilities Current liabilities Short-term debt (Note 11(a)) 50 ,000 25,000 Infrastructure Ontario financing (Note 11(b)) 74 ,691 67,656 Customer deposits 15 ,991 14,436 Accounts payable and accrued liabilities (Note 9) 145,962 134,179 Due to related parties (Note 10) 19 ,075 16,929 Liability for subdivision development 4 ,820 5,268 Current portion of finance lease obligation (Note 16) 360 337 Notes payable (Note 12) 20 ,000 - 330,899 263,805 Long-term liabilities Notes payable (Note 12) 162,430 182,430 Debentures payable (Note 12) 347,407 347,288 Finance lease obligation (Note 16) 16 ,095 16,455 Post-employment benefits obligation (Note 13) 18 ,309 17,362 Deferred revenue 138,406 120,651 682,647 684,186 1,013,546 947,991 Shareholders’ equity Share capital (Note 14) 342,184 327,184 Accumulated other comprehensive income 2 ,083 1,819 Retained earnings 111,626 114,297 455,893 443,300 1,469,439 1,391,291 The accompanying notes to the financial statements are an integral part of this financial statement Page 3 PowerStream Inc. Statement of income and other comprehensive income year ended December 31, 2015 (In thousands of dollars) 2015 2014 $ $ Revenue (Note 10(a)) Sale of energy 1,021,312 927,323 Distribution revenue 159,438 157,584 Other revenue (Note 22) 32,772 26,053 Total revenue 1,213,522 1,110,960 Cost of power purchased 1,010,699 941,260 Operating expenses (Note 19) 100,218 90,355 Depreciation and amortization 48,931 42,416 1,159,848 1,074,031 53,674 36,929 Loss on derecognition of property, plant and equipment (1,273) (2,078) Share in income from joint venture (Note 5) 837 463 Interest income 481 401 Interest expense (24,884) (22,024) Income before income taxes 28,835 13,691 Income tax expense (recovery) (Note 20) 3,390 (183) Net income 25,445 13,874 Other comprehensive income Remeasurement of defined benefit obligation, net of tax of $96 (2014-$922) (Note 13(b)) 264 2,558 Total income and other comprehensive income for the year 25,709 16,432 The accompanying notes to the financial statements are an integral part of this financial statement Page 4 PowerStream Inc. Statement of changes in equity year ended December 31, 2015 (In thousands of dollars) Accumulated other Share comprehensive Retained capital income earnings Total $$$$ As at January 1, 2014 288,718 (739) 123,157 411,136 Net income - - 13,874 13,874 Other comprehensive income, (net of tax of $922) - 2,558 - 2,558 288,718 1,819 137,031 427,568 Dividends paid - - (22,734) (22,734) Issuance of common shares (Note 14) 20,001 - - 20,001 Issuance of Class A common shares (Note 14) 18,465 - - 18,465 Balance at December 31, 2014 327,184 1,819 114,297 443,300 Net income - - 25,445 25,445 Other comprehensive income, (net of tax of $96) - 264 - 264 - 264 25,445 25,709 Dividends paid - - (28,116) (28,116) Issuance of common shares (Note 14) 15,000 - - 15,000 Balance at December 31, 2015 342,184 2,083 111,626 455,893 The accompanying notes to the financial statements are an integral part of this financial statement Page 5 PowerStream Inc. Statement of cash flows year ended December 31, 2015 (In thousands of dollars) 2015 2014 $ $ Operating activities Net income for the year 25,445 13,874 Adjustments to determine cash provided by operating activities Remeasurement of defined benefit obligation 360 3,480 Share of loss/(income) from joint venture (net of 2015 dividend of $204 (2014 - $183)) (633) (280) Depreciation of property, plant and equipment 46,259 41,298 Amortization of intangible assets 4,992 3,323 Post-employment benefits 947 (1,955) Loss on disposal of property, plant and equipment 506 3,759 Amortization of deferred revenue (3,013) (2,454) Amortization of debenture issuance costs 119 34 Finance costs 24,403 21,622 Income tax expense 3,390 (183) 102,775 82,518 Net change in non-cash operating working capital (Note 21) 19,177 (5,445) Cash generated from operating activities 121,952 77,073 Interest paid (24,411) (22,661) 97,541 54,412 Financing activities Dividends paid (28,116) (22,734) Proceeds from Infrastructure Ontario financing 7,035 19,341 Proceeds from the issuance of common shares 15,000 38,465 Proceeds from issuance of debenture (net) - 149,000 Proceeds (repayment) of short-term debt 25,000 (45,000) Payment of finance lease obligation (337) (315) 18,582 138,757 Investing activities Proceeds on sale of property, plant and equipment 1,185 - Contributions received from customers 20,768 21,763 Purchase of intangible assets (15,444) (17,111) Purchase of property, plant and equipment (138,883) (167,343) (132,374) (162,691) (Decrease) increase in cash during the year (16,251) 30,478 Cash (bank indebtedness), beginning of year 23,110 (7,368) Cash, end of year 6,859 23,110 The accompanying notes to the financial statements are an integral part of this financial statement Page 6 PowerStream Inc. Notes to the financial statements December 31, 2015 (In thousands of dollars) 1. Description of the business PowerStream Inc. (the “Corporation”) was amalgamated on January 1, 2009, under the Business Corporations Act (Ontario) and is wholly owned by PowerStream Holdings Inc., which in turn is owned
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