Financial Statements. For the six months ended June 30, Manitoba Telecom Services Inc.

Transcription

1 Financial Statements For the six months ended June 30, 2011 Manitoba Telecom Services Inc.

2 CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME AND OTHER COMPREHENSIVE INCOME (LOSS) Periods ended June 30 Three months ended Six months ended (in millions of Canadian dollars, except earnings per share) Note Operating revenues $ $ $ $ Operating expenses Operations Depreciation and amortization Operating income Other income (expense) (0.2) (2.7) Finance costs (16.6) (16.5) (32.2) (32.1) Income before income taxes Income tax expense Net income for the period $ 49.8 $ 35.2 $ 93.2 $ 62.6 Other comprehensive income Net actuarial gains (losses) from defined benefit plans and other employee benefits $ (14.5) $ (88.0) $ 62.1 $ (161.6) Change in the effect of the minimum funding requirement Deferred taxes on items in other comprehensive income (16.2) 33.8 Other comprehensive income (loss) for the period, net of tax (10.7) (65.1) 45.9 (95.8) Total comprehensive income (loss) for the period $ 39.1 $ (29.9) $ $ (33.2) Basic and diluted earnings per share 5 $ 0.76 $ 0.54 $ 1.43 $ 0.97 Page 2

3 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Share Contributed (in millions of Canadian dollars) Note capital surplus Deficit Total Balance at December 31, 2010 $ 1,275.0 $ 20.1 $ (447.1) $ Net income for the period Other comprehensive income for the period Total comprehensive income for the period Share-based compensation Issuance of shares Dividends declared (55.5) (55.5) Balance at June 30, 2011 $ 1,289.5 $ 20.5 $ (363.5) $ Balance at January 1, 2010 $ 1,266.9 $ 19.3 $ (338.5) $ Net income for the period Other comprehensive loss for the period - - (95.8) (95.8) Total comprehensive loss for the period - - (33.2) (33.2) Share-based compensation Issuance of shares Dividends declared (84.1) (84.1) Balance at June 30, 2010 $ 1,267.2 $ 19.8 $ (455.8) $ Page 3

4 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION June 30 December 31 (in millions of Canadian dollars) Note Assets Current assets Cash and cash equivalents $ - $ 50.0 Accounts receivable Prepaid expenses Inventories Property, plant and equipment 1, ,497.6 Intangible assets Other assets Deferred tax assets Total assets $ 2,601.8 $ 2,630.6 Liabilities and shareholders' equity Current liabilities Bank indebtedness $ 19.4 $ - Accounts payable and accrued liabilities Advance billings and payments Current provisions Current portion of long-term debt Notes payable Current portion of finance lease obligations Long-term debt Long-term portion of finance lease obligations Long-term provisions Employee benefits Other long-term liabilities Deferred tax liabilities Total liabilities 1, ,782.6 Shareholders' equity Share capital 7 1, ,275.0 Contributed surplus Deficit (363.5) (447.1) Total liabilities and shareholders' equity $ 2,601.8 $ 2,630.6 Page 4

5 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Periods ended June 30 Three months ended Six months ended (in millions of Canadian dollars) Note Cash flows from operating activities Net income $ 49.8 $ 35.2 $ 93.2 $ 62.6 Add items not affecting cash Depreciation and amortization Deferred income tax expense Loss on disposal of assets Deferred wireless costs (19.2) (11.4) (28.3) (20.7) Pension funding and net pension expense (6.1) (3.6) (41.2) (6.9) Other, net (0.6) Changes in non-cash working capital (37.5) (8.4) (102.3) (7.2) Cash flows from operating activities Cash flows from investing activities Capital expenditures (54.5) (78.1) (122.3) (153.9) Proceeds on disposal of assets held for sale Other, net (21.5) (0.6) (22.2) (1.3) Cash flows used in investing activities (76.0) (78.7) (144.5) (144.7) Cash flows from financing activities Dividends paid (27.7) (42.1) (55.3) (84.1) Issuance of notes payable Issuance of share capital Other, net Cash flows used in financing activities (12.9) (41.7) (27.1) (83.0) Change in cash and cash equivalents (14.1) (17.4) (69.4) (27.1) Cash and cash equivalents (bank indebtedness), beginning of period (5.3) (Bank indebtedness) cash and cash equivalents, end of period $ (19.4) $ 83.1 $ (19.4) $ 83.1 Page 5

6 1. CORPORATE INFORMATION Manitoba Telecom Services Inc. (the Company ) is incorporated in Manitoba, Canada, and its Common Shares are listed on the Toronto Stock Exchange. The Company s head and registered office is located at 333 Main Street, P.O. Box 6666, Winnipeg, Manitoba, Canada, R3C 3V6. 2. SIGNIFICANT ACCOUNTING POLICIES Statement of compliance These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards ( IAS ) 34, Interim Financial Reporting, International Financial Reporting Standards ( IFRS ) 1, First-time Adoption of International Financial Reporting Standards and the same accounting policies as those disclosed in note 2 of the Company s interim condensed consolidated financial statements for the three months ended March 31, These policies are based on the standards as issued by the International Accounting Standards Board ( IASB ), and which have been incorporated by the Canadian Accounting Standards Board into current generally accepted accounting principles ( GAAP ) for publicly accountable enterprises. In May 2011, the Company filed its interim condensed consolidated financial statements for the three months ended March 31, 2011, which represent the initial presentation of its results and financial position under IFRS. These interim condensed consolidated financial statements for the period ended June 30, 2011 should be read in conjunction with the Company s interim condensed consolidated financial statements for the period ended March 31, As the Company s interim consolidated financial statements were previously prepared in accordance with previous GAAP, disclosure of the transition from previous GAAP to IFRS is included in note 9. These interim condensed consolidated financial statements were approved by the Board of Directors on August 4, Basis of presentation These interim condensed consolidated financial statements have been prepared on a historical cost basis, which is generally based on the fair value of the consideration at the time of the transaction. These interim condensed consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest million unless otherwise indicated. 3. ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than January 1, Many of these updates are not relevant to the Company and are therefore not discussed. The Company reasonably expects the following standards and amendments described below to be applicable to its consolidated financial statements at a future date: IFRS 9, Financial Instruments IFRS 9, Financial Instruments, issued by the IASB in November 2009 and amended in October 2010 introduces new requirements for the classification and measurement of financial assets and liabilities. IFRS 9 requires all financial assets within the scope of IAS 39, Financial Instruments Recognition and Measurement to be subsequently measured at amortized cost or fair value replacing the multiple classification options in IAS 39. IFRS 9 also requires an entity choosing to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity s own credit risk in the other comprehensive income section of the income statement, rather than within the statement of net income. IFRS 9 reflects the first phase of a project to replace IAS 39. In subsequent phases, the IASB will address hedge accounting and the impairment of financial assets. IFRS 9 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. Page 6

7 IFRS 10, Consolidated Financial Statements IFRS 10, Consolidated Financial Statements, issued by the IASB in May 2011, provides a single consolidation model that identifies control as the basis for consolidation for all types of entities. IFRS 10 replaces IAS 27 Consolidated and Separate Financial Statements and Standing Interpretations Committee ( SIC ) 12 Consolidation - Special Purpose Entities. IFRS 10 is to be applied retrospectively and is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 11, Joint Arrangements IFRS 11, Joint Arrangements, issued by the IASB in May 2011, describes the accounting for arrangements in which there is joint control by focusing on the rights and obligations of the arrangement, rather than its legal form. IFRS 11 also removes the ability to use proportionate consolidation for joint ventures. IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC 13 Jointly Controlled Entities - Non-Monetary Contributions by Venturers, and is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. When adoption of IFRS 11 requires a change in accounting, the impact of the change is calculated at the beginning of the earliest period presented and the comparative periods are restated. IFRS 12, Disclosure of Interests in Other Entities IFRS 12, Disclosure of Interests in Other Entities, issued by the IASB in May 2011, is a new standard that addresses the disclosure requirements for all interests in other entities, including subsidiaries, joint arrangements, associates, and unconsolidated structured entities. IFRS 12 is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. IFRS 13, Fair Value Measurement IFRS 13, Fair Value Measurement, issued by the IASB in May 2011, replaces the fair value measurement guidance currently dispersed across different IFRS standards with a single definition of fair value and a comprehensive framework for measuring fair value when such measurement is required under other IFRSs. It also establishes disclosure requirements about fair value measurements. IFRS 13 is to be applied prospectively and is effective for annual periods beginning on or after January 1, 2013, with earlier application permitted. Amendments to IAS 1, Presentation of Financial Statements The amendments to IAS 1, Presentation of Financial Statements, issued by the IASB in June 2011, requires companies preparing financial statements to group together items within other comprehensive income ( OCI ) on the basis of whether they may be reclassified to the profit or loss section of the income statement. The amendments also reaffirm existing requirements that items in OCI and profit or loss should be presented as either a single statement or two consecutive statements. The amendments are effective for annual periods beginning on or after July 1, 2012, with earlier application permitted. Amended IAS 19, Employee Benefits The amended version of IAS 19, Employee Benefits, issued by the IASB in June 2011, amends the accounting for pensions and other postemployment benefits. It changes the method of calculating the net interest component of pension expense and also expands disclosure requirements for defined benefit plans, providing better information about the characteristics and associated risks of defined benefit plans. The accounting treatment for termination benefits has also been modified, specifically the point in time when an entity would recognize a liability for termination benefits. The amended version of IAS 19 comes into effect for annual periods beginning on or after January 1, 2013, with earlier application permitted. The Company is currently evaluating the impact of the above standards on its financial statements. Page 7

8 4. INCOME TAX EXPENSE Income tax expense is comprised of the following: Six months ended June Current income tax expense Deferred income tax expense Income tax expense EARNINGS PER SHARE The following table provides a reconciliation of the information used to calculate basic and diluted earnings per share: Net income for the period Basic and diluted Weighted average shares outstanding (in millions) Weighted average number of shares outstanding basic Dilutive effect of stock options - (0.1) Weighted average number of shares outstanding diluted Earnings per share ($) Basic and diluted earnings per share As at June 30, 2011, 3.0 million stock options have an anti-dilutive effect ( million), and therefore, were excluded from the diluted weighted average number of shares outstanding. 6. DIVIDENDS On August 4, 2011, the Company s Board of Directors declared a quarterly cash dividend of $0.425 per share (2010 $0.65 per share). The liability of $27.8 million ( $42.0 million) is payable on October 14, 2011 to shareholders of record on September 15, SHARE CAPITAL As at June 30, 2011, share capital consists of 65,466,371 issued and outstanding Common Shares (December 31, ,959,635). During the six months ended June 30, 2011, 491,845 Common Shares were issued under the Company s Dividend Reinvestment Plan and Share Purchase Plan. These shares were issued for proceeds of $13.9 million and credited to share capital. During the six months ended June 30, 2011, 15,600 stock options to purchase Common Shares were exercised for cash consideration of $0.5 million, of which $0.6 million was credited to share capital and $0.1 million was charged to contributed surplus. Page 8

9 8. SEGMENTED INFORMATION As at June 30, 2011, the Company had two reportable operating segments: MTS and Allstream. MTS provides a full range of wireless, broadband, high-speed Internet, IPTV, converged IP, unified communications, security, home alarm monitoring, local access and long distance services to residential and business customers in Manitoba. Allstream provides IP-based communications, unified communications, voice and data connectivity, and security services to business customers in Canada. The Company evaluates performance based on EBITDA (earnings before interest, taxes, depreciation and amortization, and other income (expense)). EBITDA, as reported below, includes intersegment revenues and expenses. The Company accounts for intersegment revenues and expenses at either prices that approximate current market prices or cost, depending on the type of service. The following tables provide further segmented information: MTS Allstream Other Total Three months ended June Operating revenue External Internal EBITDA (0.6) (0.1) Depreciation and amortization Capital expenditures MTS Allstream Other Total Six months ended June Operating revenue External Internal EBITDA (1.4) (0.5) Depreciation and amortization Capital expenditures Reconciliation to consolidated income before income taxes is as follows: Three months ended June 30 Six months ended June Income before income taxes Total EBITDA Depreciation and amortization (64.3) (72.0) (139.1) (142.2) Other income (expense) (0.2) (2.7) Finance costs (16.6) (16.5) (32.2) (32.1) Income before income taxes Page 9

10 9. TRANSITION TO IFRS These interim condensed consolidated financial statements for the period ended June 30, 2011 are prepared in accordance with IFRS. As such, these financial statements have been prepared in accordance with IFRS 1, as well as the accounting policies as described in note 2 of the Company s interim condensed consolidated financial statements for the three months ended March 31, Prior to 2011, the Company s consolidated financial statements were prepared in accordance with previous GAAP, which differs in certain areas from IFRS. Therefore, in preparing the consolidated opening statement of financial position at January 1, 2010, the Company s date of transition to IFRS (the Transition Date ), certain adjustments have been made to amounts previously reported in the consolidated financial statements under previous GAAP. An explanation of how the transition from previous GAAP to IFRS has affected the Company s financial position and financial results is set out in this note. (a) Exemptions upon IFRS adoption On adoption of IFRS, entities are required to implement accounting policies that are in accordance with IFRS and apply these policies retrospectively. IFRS 1 allows first-time adopters of IFRS to apply certain optional exemptions to this retrospective application. The relevant exemptions applied by the Company are as follows: (i) Business combinations The Company elected not to apply IFRS 3, Business Combinations, retrospectively to business combinations that occurred prior to the Transition Date. (ii) Employee benefits The Company elected to recognize all cumulative actuarial gains or losses and transitional assets on pension and other non-pension future employee benefits in opening retained earnings at the Transition Date. The Company also elected to disclose amounts required by paragraph 120A(p) of IAS 19, Employee Benefits, as the amounts are determined for each accounting period prospectively from the Transition Date. (iii) Share-based payments The Company elected to apply IFRS 2, Share-based Payments, retrospectively to all stock options granted after November 7, 2002, and which were not fully vested at the Transition Date. (iv) Borrowing costs The Company elected to apply IAS 23 Borrowing Costs, as it relates to the determination of the capitalization rate prospectively from the Transition Date. (b) Notes to explain the effects of IFRS in the financial statements In adopting IFRS, the Company has applied accounting policies that are in accordance with IFRS. These policies that differ from the previous application of GAAP and the related impact on the Company s financial statements are as follows: A. Employee benefits Actuarial gains and losses At the Transition Date, the Company applied the exemption in IFRS 1 and recognized all cumulative actuarial gains and losses and transitional assets and obligations on pension and other non-pension future employee benefits in opening retained earnings. Under IFRS, the Company recognizes all actuarial gains and losses arising from changes in the present value of the defined benefit obligation and the fair value of plan assets immediately in other comprehensive income. This is different than previous GAAP where the corridor approach was used, and the excess of the net actuarial gain or loss over 10% of the greater of the benefit obligation and the market-related value of plan assets was amortized over the expected average remaining service life of active employees. The amount of this amortization comprised one of the components of pension expense under previous GAAP. As a result, pension expense recognized in the consolidated Page 10

11 9. (b) Notes to explain the effects of IFRS in the financial statements (continued) statement of net income under IFRS excludes the amortization of actuarial gains and losses. Under IFRS, these actuarial gains and losses are recognized immediately in other comprehensive income. Minimum funding requirements At the Transition Date, the Company determined that the minimum funding requirements of its defined benefit pension plans resulted in the recognition of a defined benefit obligation in its opening IFRS statement of financial position. Under IFRS, any change in this defined benefit obligation is recognized in other comprehensive income. Measurement of plan assets Under IFRS, the expected return on plan assets is measured based on the fair value of pension fund assets. Under previous GAAP, the Company measured the expected return on plan assets based on a market-related value of pension fund assets. This difference in the measurement of plan assets results in a change in pension expense recognized in the consolidated statement of net income. B. Property, plant and equipment Components and depreciation methodology Under IFRS, each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately. This may result in differences in the individual components of property, plant and equipment between IFRS and previous GAAP. Upon transition to IFRS, the Company reclassified certain items of property, plant and equipment into IFRS-compliant components. The Company also changed its depreciation methodology from a straight-line basis where depreciation expense was calculated based on the pooling of assets, to a separate unit straight-line methodology. As a result of the retrospective application of these changes, the Company adjusted accumulated depreciation in its opening IFRS statement of financial position, resulting in an increase in the net book value of its property, plant and equipment. This adjustment in depreciation methodologies also results in a change in depreciation expense recognized in the consolidated statement of net income. Capitalization Certain expenditures that are appropriate to capitalize as property, plant and equipment under previous GAAP do not qualify for capitalization under IFRS. As a result of retrospectively implementing this change in accounting policy, the Company adjusted the cost and accumulated depreciation of its property, plant and equipment in its opening IFRS statement of financial position, resulting in a decrease in the net book value of its property, plant and equipment. This adjustment also results in a change in operations expense and depreciation expense recognized in the consolidated statement of net income. Contributions from customers Under IFRS, contributions from customers related to the construction of assets should be recognized initially as a liability and recognized as revenue in the period the related service is provided. Under previous GAAP, the Company credited amounts received from customers against the cost of construction of property, plant and equipment. This change in accounting policy results in a change in property, plant and equipment and liabilities on the consolidated statement of financial position and a change in revenues and depreciation expense recognized in the statement of net income. C. Impairment Under IFRS, a one-step approach is used to test for, and to measure impairment of long-lived assets, with the carrying value of assets compared to its recoverable amount, which is defined as the higher of value in use and fair value less costs to sell. Value in use is measured using discounted cash flows. This is different from the two-step approach followed under previous GAAP, where an entity is required to compare carrying values to undiscounted cash flows to assess whether any impairment exists, and then to measure the impairment using discounted cash flows. Page 11

12 9. (b) Notes to explain the effects of IFRS in the financial statements (continued) Under IFRS, a first-time adopter is required to test goodwill for impairment at the Transition Date. The Company s impairment testing as at the Transition Date under IFRS resulted in the recognition of an impairment loss in Allstream which was reflected as decreases in goodwill ($14.1 million), other intangible assets ($18.4 million) and property, plant and equipment ($101.2 million). This adjustment also results in a decrease in depreciation and amortization expense recognized in the consolidated statement of net income. In performing the impairment testing of the Allstream cash-generating unit at the Transition Date, the Company measured the recoverable amount of the cash-generating unit based on a value in use calculation using certain key management assumptions. Cash flow projections, which were made over a five-year period based on financial budgets approved by the Board, include key assumptions about revenues, expenses and other cash flows. Revenue forecasts were based on management s estimate of growth in the markets served and are not considered to exceed the long-term average growth rates for those markets. Operating expenses were estimated based upon past experience, adjusted for the increase in activity levels supporting the cash flow projections. Discount rates applied to the cash flow forecasts are derived from the group s pre-tax weighted average cost of capital, adjusted to reflect management s estimate of the specific risk profiles of the individual cash-generating units. The cash flows related to Allstream were discounted using pre-tax rates of 15.0% to 16.2%. D. Leases Sale-leaseback transactions Under IFRS, in a sale-leaseback transaction where the leaseback is classified as an operating lease, any gain on sale is recognized immediately in income. This accounting treatment differs from previous GAAP, where any gain on sale is deferred and recognized in income over the term of the operating lease. The Company had one such sale-leaseback transaction, and upon transition to IFRS this deferred gain has been derecognized. This adjustment results in an increase in operations expense as recognized in the consolidated statement of net income. E. Revenues Revenue recognition Under IFRS, the Company has recorded an adjustment to recognize a liability for customer prepayments related to wireless activation fees. These fees are deferred and recognized as revenue over the period of the customer contract. F. Decommissioning provisions Measurement Under IFRS, the discount rate to be used for measuring decommissioning provisions should be based on current market rates at time of initial recognition and updated each reporting period. This measurement basis is slightly different than that required under previous GAAP, so a minor adjustment to the decommissioning provision and corresponding item of property, plant and equipment is recognized at the Transition Date. G. Share-based compensation Forfeitures In determining share-based compensation expense related to stock options, IFRS requires that the number of awards expected to vest be estimated at the time the award is granted. This estimate may be revised based on subsequent information regarding the number of awards expected to vest. Under previous GAAP, the Company recognizes forfeitures of awards as they occur. As a result of retrospectively applying this change in accounting, a minor adjustment to retained earnings at the Transition Date has been recognized. H. Income taxes Income tax effect of other adjustments at the Transition Date As a result of the differences between previous GAAP and IFRS for each of the financial statement items identified above, deferred taxes under IFRS have been adjusted, where applicable. Page 12

13 9. (c) Reconciliations of GAAP to IFRS As a first-time adopter of IFRS, the Company is required to reconcile previously reported GAAP to IFRS for equity and comprehensive income. A reconciliation of shareholders equity from previous GAAP to IFRS is as follows: Reference December 31, 2010 June 30, 2010 Shareholders equity under previous GAAP 1, ,282.3 Adjustments to shareholders equity to conform with IFRS: Employee future benefits A (645.9) (624.9) Property, plant and equipment B Impairment C (119.6) (133.7) Leases D Revenues E (4.9) (4.3) Decommissioning provisions F Income taxes H Total reduction in shareholders equity (438.5) (451.1) Shareholders equity under IFRS A reconciliation of earnings and comprehensive income from previous GAAP to IFRS is as follows: Three months ended June 30, 2010 Six months ended June 30, 2010 Reference Net income and comprehensive income under previous GAAP Adjustments to net income to conform with IFRS: Employee future benefits A (0.3) (0.9) Property, plant and equipment B Impairment C - - Leases D (0.4) (0.8) Revenues E (0.2) (0.2) Decommissioning provisions F - - Share-based compensation G Income taxes H (2.4) (4.8) Total increase in net income Net income under IFRS Adjustments to other comprehensive income to conform with IFRS: Employee future benefits A (88.0) (129.6) Taxes H Total comprehensive loss under IFRS (29.9) (33.2) Page 13