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Transcript of BRAMPTON rfeJ J22 · BRAMPTON rfeJ" J22 ••••ffl r-| /"'J. C'ty C0UnCl1 brampton.CO ... •...
BRAMPTON rfeJ J22bull bullbullbullffl r-| J Cty C0UnCl1 bramptonCO I0W6T LITV The Corporation of the City of Brampton
BRAMPTON CITY COUNCH Date July 27 2012
date flugost rbdquoin
Subject 2011 Year End Financial Reporting - Powerade Centre
Contact Peter Honeyborne Directorof Treasury Services amp Deputy Treasurer Financial and Information Services
Mark Potter Manager Business Services Community Development and Service Planning Community Services
Overview
bull The City of Brampton entered into a contract for the lease and operations of the Powerade Centre (formerly the Brampton Centre for Sports and Entertainment) in 1998 with Real Star Inc
bull A condition of the agreement is that the audited financial statements and the
cash flow statement of the Powerade Centre be presented to City Council annually
bull In February 2011 City Council approved a refinancing plan and amended the agreements between PA Sports Centre Inc and the City for the Powerade Centre with the goals of enabling the Powerade Centre to generate positive cash flow annually and become self-sustaining and reduce the likelihood of further financial contributions being required by the City or PA Sports Centre Inc
bull Based on the results of its operations in 2011 the Powerade Centre generated a net cash flow surplus of 336370
Recommendation
1 That the report from Peter Honeyborne Director Treasury Services Financial and Information Services and Mark Potter Manager Business Services Community Development and Service Planning Community Services dated July 27 2012 to the City Council Meeting of August 8 2012 re 2011 Year End Financial Reporting - Powerade Centre (File R21BR) be received
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Background
The City of Brampton entered into a contract for the lease and operations of the Powerade Centre (formerly the Brampton Centre for Sports and Entertainment) in 1998 with Real Star Inc On an annual basis since the Powerade Centre opened staff has reported to Council on the status of the financial arrangements between PA Sports Centre Inc and the City
In February 2011 City Council approved a refinancing plan for the Powerade Centre that amended four separate agreements including the Loan and Priorities Agreement between PA Sports Centre Inc and the City
The refinancing plan and revised agreements were implemented in mid-2011 with the goals of enabling the Powerade Centre to generate positive cash flow annually and become self-sustaining and significantly reduce the likelihood of further financial contributions being required by the City or PA Sports Centre Inc
The February 2011 report to City Council also included direction to staff to continue to report to Council annually regarding the financial performance of the Powerade Centre as it relates to the amount of cash flow generated the amount applied to the second mortgage (held by the City) and the amount of the outstanding balance of the second mortgage reported in the Citys financial statements
Current Situation
The 2011 Powerade Centre audited financial statements were received in June 2012 and reviewed by the City appointed auditor James E Horn of Horn Almand Chartered Accountants The report from Mr Horn and the audited financial statements are attached with this report
2011 Results
Based on the results of its operations in 2011 the Powerade Centre generated a net cash flow surplus of $36370 The terms of the revised Loan and Priorities Agreement state that the Citys 50 share of the net cash flow surplus is to be used to reduce the outstanding amount of the 2nd mortgage held by the City of Brampton However the cash flow surplus has not yet been distributed since the Powerade Centre is concerned about the potential impact that the pending lease renewal with the Brampton Battalion may have on cash flow Consequently no cash flow surplus has been applied to the outstanding balance of the second mortgage of $7984110 that was reported in the Citys 2011 Financial Statements
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The following chart (Table 1) provides a summary of the 2011 actual results the 2011 budget and actual results for 2010
Table 1
Actual 2011 Budget 2011 Actual 2010
($000s) ($000s) ($000s)
Revenues 4812 5019 4719
Gross Operating Income 2948 3100 2947
Overhead Expenses 2112 2148 2132
Operating Income 836 952 815
Debt Servicing (cash basis) (799) (622) (1333)
Guarantee Fee (cash basis) 0 (64) (69) Net Cash Flow Surplus (Deficiency)
36 266 (587)
Paid in May 2012 Note - figures may not add due to rounding
The attached report prepared by Mr Horn also provides a detailed analysis and commentary regarding the operating results of the Powerade Centre
The 2012 Business Plan (Table 2) was provided to City staff by the Powerade Centre in May of this year The chart below provides a summary of the 2012 budget and the 2011 actual results
Table 2
Budget 2012 Actual 2011
($000s) ($000s)
Revenues 4931 4812
Gross Operating Income 3077 2948
Overhead Expenses 2137 2112
Operating Income 940 836
Debt Servicing (cash basis) (622) (799)
2011 Guarantee Fee (paid to Citv in 2012) (72) Paid May 2012
2010 Guarantee Fee (64) Paid May 2012 (paid to Citv in 2012) 2010 Priority Funding (38) Paid May 2012 Adjustment (paid to City in 2012) 2011 Cash flow Surplus not
36 36 Distributed in 2012
Net Cash Flow Surplus (Deficiency) Available for 181
Distribution
Note - figures may not add due to rounding
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The 2012 budget projects a cumulative (2011 plus 2012) positive cash flow after debt servicing of approximately S181000
Other Financial Items
In May 2012 the City received a refund of $37527 in priority advances from PA Sports Centre Inc based on a reconciliation of the Powerade funding requirements resulting from the refinancing plan
In addition the guarantee fees from 2010 and 2011 totaling $135790 were paid by PA Sports Centre Inc to the City
The guarantee fees and the priority advance refund are reflected in Table 2
Conclusion
As a result of the Powerade refinancing plan approved by City Council the operating results of the Powerade Centre are now generating positive cash flow No additional financial contribution or cash advance by the City is required at this time
City staff will continue to report to Council annually regarding the financial performance of the Powerade Centre
Respectfully submitted
Mo Lewis
Commissioner and Treasurer mmissioner
Financial and Information Services mmunity Services
Original Signed By
Original Signed By
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Appendices
Horn Almand Chartered Accountants Financial Analysis
PA Sports Centre Partnership Financial Statements - December 31 2011
Report authored by Peter Honeyborne Director Treasury Services Financial and Information Services
Mark Potter Manager Business Services Community Development and Service Planning Community Services
ihlorn Alrnanil Chartered Accountants
Mr Jamie Lowery Commissioner ofCommunity Services The Corporation of the City of Brampton 2 Wellington Street West Brampton ON L6Y 4R2
June 112012
Dear Mr Lowery
POWERADE CENTRE
Introduction
As in prioryearswe are pleased to providethe annual financial analysis for the Powerade Centre (The Centre) This analysis is based on documents provided by the Centres Management Real Star Inc and includes among other things a summary of the annual audited financial statements for the fiscal year ended December 312011 further analysis of the 2011 budget and commentary on the Centres budget for the current fiscal year 2012
As partofour procedures we have provided in the attached appendix 2 the calculation ofthe cash flow deficiency calculation for fiscal 2011 and the expected 2012 mid-year funding (appendix 3)
Now that the cash flow has greatly improved as a result of the 2011 refinancing these schedules are somewhat redundant at the current revenue levels as no further cash backstop is needed
Milestone
As a result of the cumulative results to 2009 the City had backstopped all cash flow deficiencies to date Going forward deficiencies were to be funded 5050 between the City and the Partners The Partners did not fund their obligation but entered into negotiations to improve cash flow and ensure the Centres self-sustainability (See 2011 refinancing section)
Background
The Centre opened for operations on September 101998 and therefore 2011 saw the completion of its 13 full year ofoperations
67 Mowat Avenue Suite 444 TorontoOntario M6K 3E3 tel 416-516-8555 fax 416-516-0773
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Appendix 1 provides a historical summary of revenues expenses and net operating income (loss) from inception
As can be seen from the notes to the audited financial statements the City of Brampton has provided significant financial support for the Centre in terms ofguaranteeing the first mortgage providing an interest free second mortgage as well as providing mezzanine financing in terms of priority advances and loss contributions on a yearly basis in order to fund cash flow deficiencies
In order to provide a summary of cash advances for the Centre to date we have attached as Appendix 4 a break down by year ofthe priority advances and as the loss contributions under the agreement with the Centre and Partnership
In April 2012 the City receiveda refund of $37527 in priority advancesdue to the none payment of the RBC loan in anticipation of the March 2011 refinancing
In addition the guarantee fees from 2010 and 2011 totaling $135790 were repaid
2011 Refinancing
In March2011 the Partnershipcompleteda refinancing of its long term debt with the Royal Bank
The first mortgage wasreplaced by a Credit Facility consisting of a $10400000 non-revolving three year fixed term loan bearing interest at 32 Monthly payments principal and interest total $51800
The $10400000credit facility was utilized as follows
SOOOs
Repay RBC first mortgage 86 Costs and penalties -9 Additional cash flowreserve account 9
The refinancing provides a reduction in monthly cash flow for debt service of some $59000 ($111086- $51800) or $708000 annually
A portion of the new facility was required to be setaside ina debt service reserve account to fund themonthly payments should thePartnership temporarily default This amounts to three months payments or$155400 As of December 32011 this restricted cash totaled $156158 with accumulated interest
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Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
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Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
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A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
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Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
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We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
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May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
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Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
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PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
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PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
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nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
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PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
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PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Tfc-i-2
Background
The City of Brampton entered into a contract for the lease and operations of the Powerade Centre (formerly the Brampton Centre for Sports and Entertainment) in 1998 with Real Star Inc On an annual basis since the Powerade Centre opened staff has reported to Council on the status of the financial arrangements between PA Sports Centre Inc and the City
In February 2011 City Council approved a refinancing plan for the Powerade Centre that amended four separate agreements including the Loan and Priorities Agreement between PA Sports Centre Inc and the City
The refinancing plan and revised agreements were implemented in mid-2011 with the goals of enabling the Powerade Centre to generate positive cash flow annually and become self-sustaining and significantly reduce the likelihood of further financial contributions being required by the City or PA Sports Centre Inc
The February 2011 report to City Council also included direction to staff to continue to report to Council annually regarding the financial performance of the Powerade Centre as it relates to the amount of cash flow generated the amount applied to the second mortgage (held by the City) and the amount of the outstanding balance of the second mortgage reported in the Citys financial statements
Current Situation
The 2011 Powerade Centre audited financial statements were received in June 2012 and reviewed by the City appointed auditor James E Horn of Horn Almand Chartered Accountants The report from Mr Horn and the audited financial statements are attached with this report
2011 Results
Based on the results of its operations in 2011 the Powerade Centre generated a net cash flow surplus of $36370 The terms of the revised Loan and Priorities Agreement state that the Citys 50 share of the net cash flow surplus is to be used to reduce the outstanding amount of the 2nd mortgage held by the City of Brampton However the cash flow surplus has not yet been distributed since the Powerade Centre is concerned about the potential impact that the pending lease renewal with the Brampton Battalion may have on cash flow Consequently no cash flow surplus has been applied to the outstanding balance of the second mortgage of $7984110 that was reported in the Citys 2011 Financial Statements
Ife-i-i
The following chart (Table 1) provides a summary of the 2011 actual results the 2011 budget and actual results for 2010
Table 1
Actual 2011 Budget 2011 Actual 2010
($000s) ($000s) ($000s)
Revenues 4812 5019 4719
Gross Operating Income 2948 3100 2947
Overhead Expenses 2112 2148 2132
Operating Income 836 952 815
Debt Servicing (cash basis) (799) (622) (1333)
Guarantee Fee (cash basis) 0 (64) (69) Net Cash Flow Surplus (Deficiency)
36 266 (587)
Paid in May 2012 Note - figures may not add due to rounding
The attached report prepared by Mr Horn also provides a detailed analysis and commentary regarding the operating results of the Powerade Centre
The 2012 Business Plan (Table 2) was provided to City staff by the Powerade Centre in May of this year The chart below provides a summary of the 2012 budget and the 2011 actual results
Table 2
Budget 2012 Actual 2011
($000s) ($000s)
Revenues 4931 4812
Gross Operating Income 3077 2948
Overhead Expenses 2137 2112
Operating Income 940 836
Debt Servicing (cash basis) (622) (799)
2011 Guarantee Fee (paid to Citv in 2012) (72) Paid May 2012
2010 Guarantee Fee (64) Paid May 2012 (paid to Citv in 2012) 2010 Priority Funding (38) Paid May 2012 Adjustment (paid to City in 2012) 2011 Cash flow Surplus not
36 36 Distributed in 2012
Net Cash Flow Surplus (Deficiency) Available for 181
Distribution
Note - figures may not add due to rounding
Xfe-VU-
The 2012 budget projects a cumulative (2011 plus 2012) positive cash flow after debt servicing of approximately S181000
Other Financial Items
In May 2012 the City received a refund of $37527 in priority advances from PA Sports Centre Inc based on a reconciliation of the Powerade funding requirements resulting from the refinancing plan
In addition the guarantee fees from 2010 and 2011 totaling $135790 were paid by PA Sports Centre Inc to the City
The guarantee fees and the priority advance refund are reflected in Table 2
Conclusion
As a result of the Powerade refinancing plan approved by City Council the operating results of the Powerade Centre are now generating positive cash flow No additional financial contribution or cash advance by the City is required at this time
City staff will continue to report to Council annually regarding the financial performance of the Powerade Centre
Respectfully submitted
Mo Lewis
Commissioner and Treasurer mmissioner
Financial and Information Services mmunity Services
Original Signed By
Original Signed By
Ife-i-S
Appendices
Horn Almand Chartered Accountants Financial Analysis
PA Sports Centre Partnership Financial Statements - December 31 2011
Report authored by Peter Honeyborne Director Treasury Services Financial and Information Services
Mark Potter Manager Business Services Community Development and Service Planning Community Services
ihlorn Alrnanil Chartered Accountants
Mr Jamie Lowery Commissioner ofCommunity Services The Corporation of the City of Brampton 2 Wellington Street West Brampton ON L6Y 4R2
June 112012
Dear Mr Lowery
POWERADE CENTRE
Introduction
As in prioryearswe are pleased to providethe annual financial analysis for the Powerade Centre (The Centre) This analysis is based on documents provided by the Centres Management Real Star Inc and includes among other things a summary of the annual audited financial statements for the fiscal year ended December 312011 further analysis of the 2011 budget and commentary on the Centres budget for the current fiscal year 2012
As partofour procedures we have provided in the attached appendix 2 the calculation ofthe cash flow deficiency calculation for fiscal 2011 and the expected 2012 mid-year funding (appendix 3)
Now that the cash flow has greatly improved as a result of the 2011 refinancing these schedules are somewhat redundant at the current revenue levels as no further cash backstop is needed
Milestone
As a result of the cumulative results to 2009 the City had backstopped all cash flow deficiencies to date Going forward deficiencies were to be funded 5050 between the City and the Partners The Partners did not fund their obligation but entered into negotiations to improve cash flow and ensure the Centres self-sustainability (See 2011 refinancing section)
Background
The Centre opened for operations on September 101998 and therefore 2011 saw the completion of its 13 full year ofoperations
67 Mowat Avenue Suite 444 TorontoOntario M6K 3E3 tel 416-516-8555 fax 416-516-0773
rlto-V7
Page 2
Appendix 1 provides a historical summary of revenues expenses and net operating income (loss) from inception
As can be seen from the notes to the audited financial statements the City of Brampton has provided significant financial support for the Centre in terms ofguaranteeing the first mortgage providing an interest free second mortgage as well as providing mezzanine financing in terms of priority advances and loss contributions on a yearly basis in order to fund cash flow deficiencies
In order to provide a summary of cash advances for the Centre to date we have attached as Appendix 4 a break down by year ofthe priority advances and as the loss contributions under the agreement with the Centre and Partnership
In April 2012 the City receiveda refund of $37527 in priority advancesdue to the none payment of the RBC loan in anticipation of the March 2011 refinancing
In addition the guarantee fees from 2010 and 2011 totaling $135790 were repaid
2011 Refinancing
In March2011 the Partnershipcompleteda refinancing of its long term debt with the Royal Bank
The first mortgage wasreplaced by a Credit Facility consisting of a $10400000 non-revolving three year fixed term loan bearing interest at 32 Monthly payments principal and interest total $51800
The $10400000credit facility was utilized as follows
SOOOs
Repay RBC first mortgage 86 Costs and penalties -9 Additional cash flowreserve account 9
The refinancing provides a reduction in monthly cash flow for debt service of some $59000 ($111086- $51800) or $708000 annually
A portion of the new facility was required to be setaside ina debt service reserve account to fund themonthly payments should thePartnership temporarily default This amounts to three months payments or$155400 As of December 32011 this restricted cash totaled $156158 with accumulated interest
lw-pound-S
Page 3
Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ife-i-i
The following chart (Table 1) provides a summary of the 2011 actual results the 2011 budget and actual results for 2010
Table 1
Actual 2011 Budget 2011 Actual 2010
($000s) ($000s) ($000s)
Revenues 4812 5019 4719
Gross Operating Income 2948 3100 2947
Overhead Expenses 2112 2148 2132
Operating Income 836 952 815
Debt Servicing (cash basis) (799) (622) (1333)
Guarantee Fee (cash basis) 0 (64) (69) Net Cash Flow Surplus (Deficiency)
36 266 (587)
Paid in May 2012 Note - figures may not add due to rounding
The attached report prepared by Mr Horn also provides a detailed analysis and commentary regarding the operating results of the Powerade Centre
The 2012 Business Plan (Table 2) was provided to City staff by the Powerade Centre in May of this year The chart below provides a summary of the 2012 budget and the 2011 actual results
Table 2
Budget 2012 Actual 2011
($000s) ($000s)
Revenues 4931 4812
Gross Operating Income 3077 2948
Overhead Expenses 2137 2112
Operating Income 940 836
Debt Servicing (cash basis) (622) (799)
2011 Guarantee Fee (paid to Citv in 2012) (72) Paid May 2012
2010 Guarantee Fee (64) Paid May 2012 (paid to Citv in 2012) 2010 Priority Funding (38) Paid May 2012 Adjustment (paid to City in 2012) 2011 Cash flow Surplus not
36 36 Distributed in 2012
Net Cash Flow Surplus (Deficiency) Available for 181
Distribution
Note - figures may not add due to rounding
Xfe-VU-
The 2012 budget projects a cumulative (2011 plus 2012) positive cash flow after debt servicing of approximately S181000
Other Financial Items
In May 2012 the City received a refund of $37527 in priority advances from PA Sports Centre Inc based on a reconciliation of the Powerade funding requirements resulting from the refinancing plan
In addition the guarantee fees from 2010 and 2011 totaling $135790 were paid by PA Sports Centre Inc to the City
The guarantee fees and the priority advance refund are reflected in Table 2
Conclusion
As a result of the Powerade refinancing plan approved by City Council the operating results of the Powerade Centre are now generating positive cash flow No additional financial contribution or cash advance by the City is required at this time
City staff will continue to report to Council annually regarding the financial performance of the Powerade Centre
Respectfully submitted
Mo Lewis
Commissioner and Treasurer mmissioner
Financial and Information Services mmunity Services
Original Signed By
Original Signed By
Ife-i-S
Appendices
Horn Almand Chartered Accountants Financial Analysis
PA Sports Centre Partnership Financial Statements - December 31 2011
Report authored by Peter Honeyborne Director Treasury Services Financial and Information Services
Mark Potter Manager Business Services Community Development and Service Planning Community Services
ihlorn Alrnanil Chartered Accountants
Mr Jamie Lowery Commissioner ofCommunity Services The Corporation of the City of Brampton 2 Wellington Street West Brampton ON L6Y 4R2
June 112012
Dear Mr Lowery
POWERADE CENTRE
Introduction
As in prioryearswe are pleased to providethe annual financial analysis for the Powerade Centre (The Centre) This analysis is based on documents provided by the Centres Management Real Star Inc and includes among other things a summary of the annual audited financial statements for the fiscal year ended December 312011 further analysis of the 2011 budget and commentary on the Centres budget for the current fiscal year 2012
As partofour procedures we have provided in the attached appendix 2 the calculation ofthe cash flow deficiency calculation for fiscal 2011 and the expected 2012 mid-year funding (appendix 3)
Now that the cash flow has greatly improved as a result of the 2011 refinancing these schedules are somewhat redundant at the current revenue levels as no further cash backstop is needed
Milestone
As a result of the cumulative results to 2009 the City had backstopped all cash flow deficiencies to date Going forward deficiencies were to be funded 5050 between the City and the Partners The Partners did not fund their obligation but entered into negotiations to improve cash flow and ensure the Centres self-sustainability (See 2011 refinancing section)
Background
The Centre opened for operations on September 101998 and therefore 2011 saw the completion of its 13 full year ofoperations
67 Mowat Avenue Suite 444 TorontoOntario M6K 3E3 tel 416-516-8555 fax 416-516-0773
rlto-V7
Page 2
Appendix 1 provides a historical summary of revenues expenses and net operating income (loss) from inception
As can be seen from the notes to the audited financial statements the City of Brampton has provided significant financial support for the Centre in terms ofguaranteeing the first mortgage providing an interest free second mortgage as well as providing mezzanine financing in terms of priority advances and loss contributions on a yearly basis in order to fund cash flow deficiencies
In order to provide a summary of cash advances for the Centre to date we have attached as Appendix 4 a break down by year ofthe priority advances and as the loss contributions under the agreement with the Centre and Partnership
In April 2012 the City receiveda refund of $37527 in priority advancesdue to the none payment of the RBC loan in anticipation of the March 2011 refinancing
In addition the guarantee fees from 2010 and 2011 totaling $135790 were repaid
2011 Refinancing
In March2011 the Partnershipcompleteda refinancing of its long term debt with the Royal Bank
The first mortgage wasreplaced by a Credit Facility consisting of a $10400000 non-revolving three year fixed term loan bearing interest at 32 Monthly payments principal and interest total $51800
The $10400000credit facility was utilized as follows
SOOOs
Repay RBC first mortgage 86 Costs and penalties -9 Additional cash flowreserve account 9
The refinancing provides a reduction in monthly cash flow for debt service of some $59000 ($111086- $51800) or $708000 annually
A portion of the new facility was required to be setaside ina debt service reserve account to fund themonthly payments should thePartnership temporarily default This amounts to three months payments or$155400 As of December 32011 this restricted cash totaled $156158 with accumulated interest
lw-pound-S
Page 3
Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
dix
1
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de C
en
tre
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toria
l R
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20
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8
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5 3
864
382
3 3
905
360
9 3
404
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6 3
434
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4 3
851
386
4 1
288
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(los
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83
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
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9
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98
Prio
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187
384
272
665
415
079
458
068
666
670
533
330
600
000
600
000
600
000
600
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600
000
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184
110
Prio
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--
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ity O
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In A
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$37
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Xfe-VU-
The 2012 budget projects a cumulative (2011 plus 2012) positive cash flow after debt servicing of approximately S181000
Other Financial Items
In May 2012 the City received a refund of $37527 in priority advances from PA Sports Centre Inc based on a reconciliation of the Powerade funding requirements resulting from the refinancing plan
In addition the guarantee fees from 2010 and 2011 totaling $135790 were paid by PA Sports Centre Inc to the City
The guarantee fees and the priority advance refund are reflected in Table 2
Conclusion
As a result of the Powerade refinancing plan approved by City Council the operating results of the Powerade Centre are now generating positive cash flow No additional financial contribution or cash advance by the City is required at this time
City staff will continue to report to Council annually regarding the financial performance of the Powerade Centre
Respectfully submitted
Mo Lewis
Commissioner and Treasurer mmissioner
Financial and Information Services mmunity Services
Original Signed By
Original Signed By
Ife-i-S
Appendices
Horn Almand Chartered Accountants Financial Analysis
PA Sports Centre Partnership Financial Statements - December 31 2011
Report authored by Peter Honeyborne Director Treasury Services Financial and Information Services
Mark Potter Manager Business Services Community Development and Service Planning Community Services
ihlorn Alrnanil Chartered Accountants
Mr Jamie Lowery Commissioner ofCommunity Services The Corporation of the City of Brampton 2 Wellington Street West Brampton ON L6Y 4R2
June 112012
Dear Mr Lowery
POWERADE CENTRE
Introduction
As in prioryearswe are pleased to providethe annual financial analysis for the Powerade Centre (The Centre) This analysis is based on documents provided by the Centres Management Real Star Inc and includes among other things a summary of the annual audited financial statements for the fiscal year ended December 312011 further analysis of the 2011 budget and commentary on the Centres budget for the current fiscal year 2012
As partofour procedures we have provided in the attached appendix 2 the calculation ofthe cash flow deficiency calculation for fiscal 2011 and the expected 2012 mid-year funding (appendix 3)
Now that the cash flow has greatly improved as a result of the 2011 refinancing these schedules are somewhat redundant at the current revenue levels as no further cash backstop is needed
Milestone
As a result of the cumulative results to 2009 the City had backstopped all cash flow deficiencies to date Going forward deficiencies were to be funded 5050 between the City and the Partners The Partners did not fund their obligation but entered into negotiations to improve cash flow and ensure the Centres self-sustainability (See 2011 refinancing section)
Background
The Centre opened for operations on September 101998 and therefore 2011 saw the completion of its 13 full year ofoperations
67 Mowat Avenue Suite 444 TorontoOntario M6K 3E3 tel 416-516-8555 fax 416-516-0773
rlto-V7
Page 2
Appendix 1 provides a historical summary of revenues expenses and net operating income (loss) from inception
As can be seen from the notes to the audited financial statements the City of Brampton has provided significant financial support for the Centre in terms ofguaranteeing the first mortgage providing an interest free second mortgage as well as providing mezzanine financing in terms of priority advances and loss contributions on a yearly basis in order to fund cash flow deficiencies
In order to provide a summary of cash advances for the Centre to date we have attached as Appendix 4 a break down by year ofthe priority advances and as the loss contributions under the agreement with the Centre and Partnership
In April 2012 the City receiveda refund of $37527 in priority advancesdue to the none payment of the RBC loan in anticipation of the March 2011 refinancing
In addition the guarantee fees from 2010 and 2011 totaling $135790 were repaid
2011 Refinancing
In March2011 the Partnershipcompleteda refinancing of its long term debt with the Royal Bank
The first mortgage wasreplaced by a Credit Facility consisting of a $10400000 non-revolving three year fixed term loan bearing interest at 32 Monthly payments principal and interest total $51800
The $10400000credit facility was utilized as follows
SOOOs
Repay RBC first mortgage 86 Costs and penalties -9 Additional cash flowreserve account 9
The refinancing provides a reduction in monthly cash flow for debt service of some $59000 ($111086- $51800) or $708000 annually
A portion of the new facility was required to be setaside ina debt service reserve account to fund themonthly payments should thePartnership temporarily default This amounts to three months payments or$155400 As of December 32011 this restricted cash totaled $156158 with accumulated interest
lw-pound-S
Page 3
Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
dix
1
Po
wera
de C
en
tre
His
toria
l R
esu
lts
($00
0s)
20
11
2
01
0
20
09
2
00
8
20
07
2
00
6
20
05
2
00
4
20
03
2
00
2
20
01
2
00
0
19
99
1
99
8
Gro
ss r
even
ues
48
12
4
71
9
52
09
4
85
5
47
59
4
75
2
43
70
4
12
9
42
34
4
05
6
38
97
4
05
4
35
07
12
20
Ope
ratin
g ex
pens
es
406
6 3
904
413
5 3
864
382
3 3
905
360
9 3
404
345
6 3
434
349
4 3
851
386
4 1
288
Net
ope
rati
ng
inco
me
(los
s)
83
6
81
5
10
74
_9
9JL
_
92
6bdquo
MJ
L
JZ6
1
72
5_
J7
JL
62
2
J25
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JS8
)
So
urc
e -
an
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al
au
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cia
l st
ate
men
ts
Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
pen
dix
4
Po
wera
de C
en
tre
Cit
y o
fBra
mp
ton
Su
mm
ary
ofC
ash
ad
van
ces
20
11
(i)
20
10
2
00
9
20
08
2
00
7
20
06
2
00
5
20
04
2
00
3
20
02
2
00
1
20
00
1
99
9
19
98
Prio
rity
adv
ance
s -
187
384
272
665
415
079
458
068
666
670
533
330
600
000
600
000
600
000
600
000
600
000
600
000
184
110
Prio
r ye
ar
loss
co
ntr
ibu
tio
ns
--
30
14
5
72
26
4
31
18
9
28
48
3
15
28
94
2
50
44
0
49
67
76
1
20
77
0
na
H
Su
mm
ary
i
Prio
rity
adv
ance
s L
oss
cont
ribu
tion
s $
631
730
6
118
296
1
A
gree
s to
Dec
embe
r 31
20
11 f
inan
cial
sta
tem
ents
(1)
In 2
009
the
firs
t sta
ge o
f pri
ority
adv
ance
s tot
allin
g $6
000
000
wer
e ad
vanc
ed b
y th
e C
ity O
nce
this
leve
l was
reac
hed
the
cash
flo
w
defi
cien
cies
wer
e to
be
adva
nced
equ
ally
by
the
City
and
the
part
ners
The
City
adv
ance
d its
sha
re a
t $12
992
2 T
he p
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
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May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
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Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
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PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
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PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
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PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
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PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ife-i-S
Appendices
Horn Almand Chartered Accountants Financial Analysis
PA Sports Centre Partnership Financial Statements - December 31 2011
Report authored by Peter Honeyborne Director Treasury Services Financial and Information Services
Mark Potter Manager Business Services Community Development and Service Planning Community Services
ihlorn Alrnanil Chartered Accountants
Mr Jamie Lowery Commissioner ofCommunity Services The Corporation of the City of Brampton 2 Wellington Street West Brampton ON L6Y 4R2
June 112012
Dear Mr Lowery
POWERADE CENTRE
Introduction
As in prioryearswe are pleased to providethe annual financial analysis for the Powerade Centre (The Centre) This analysis is based on documents provided by the Centres Management Real Star Inc and includes among other things a summary of the annual audited financial statements for the fiscal year ended December 312011 further analysis of the 2011 budget and commentary on the Centres budget for the current fiscal year 2012
As partofour procedures we have provided in the attached appendix 2 the calculation ofthe cash flow deficiency calculation for fiscal 2011 and the expected 2012 mid-year funding (appendix 3)
Now that the cash flow has greatly improved as a result of the 2011 refinancing these schedules are somewhat redundant at the current revenue levels as no further cash backstop is needed
Milestone
As a result of the cumulative results to 2009 the City had backstopped all cash flow deficiencies to date Going forward deficiencies were to be funded 5050 between the City and the Partners The Partners did not fund their obligation but entered into negotiations to improve cash flow and ensure the Centres self-sustainability (See 2011 refinancing section)
Background
The Centre opened for operations on September 101998 and therefore 2011 saw the completion of its 13 full year ofoperations
67 Mowat Avenue Suite 444 TorontoOntario M6K 3E3 tel 416-516-8555 fax 416-516-0773
rlto-V7
Page 2
Appendix 1 provides a historical summary of revenues expenses and net operating income (loss) from inception
As can be seen from the notes to the audited financial statements the City of Brampton has provided significant financial support for the Centre in terms ofguaranteeing the first mortgage providing an interest free second mortgage as well as providing mezzanine financing in terms of priority advances and loss contributions on a yearly basis in order to fund cash flow deficiencies
In order to provide a summary of cash advances for the Centre to date we have attached as Appendix 4 a break down by year ofthe priority advances and as the loss contributions under the agreement with the Centre and Partnership
In April 2012 the City receiveda refund of $37527 in priority advancesdue to the none payment of the RBC loan in anticipation of the March 2011 refinancing
In addition the guarantee fees from 2010 and 2011 totaling $135790 were repaid
2011 Refinancing
In March2011 the Partnershipcompleteda refinancing of its long term debt with the Royal Bank
The first mortgage wasreplaced by a Credit Facility consisting of a $10400000 non-revolving three year fixed term loan bearing interest at 32 Monthly payments principal and interest total $51800
The $10400000credit facility was utilized as follows
SOOOs
Repay RBC first mortgage 86 Costs and penalties -9 Additional cash flowreserve account 9
The refinancing provides a reduction in monthly cash flow for debt service of some $59000 ($111086- $51800) or $708000 annually
A portion of the new facility was required to be setaside ina debt service reserve account to fund themonthly payments should thePartnership temporarily default This amounts to three months payments or$155400 As of December 32011 this restricted cash totaled $156158 with accumulated interest
lw-pound-S
Page 3
Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
ihlorn Alrnanil Chartered Accountants
Mr Jamie Lowery Commissioner ofCommunity Services The Corporation of the City of Brampton 2 Wellington Street West Brampton ON L6Y 4R2
June 112012
Dear Mr Lowery
POWERADE CENTRE
Introduction
As in prioryearswe are pleased to providethe annual financial analysis for the Powerade Centre (The Centre) This analysis is based on documents provided by the Centres Management Real Star Inc and includes among other things a summary of the annual audited financial statements for the fiscal year ended December 312011 further analysis of the 2011 budget and commentary on the Centres budget for the current fiscal year 2012
As partofour procedures we have provided in the attached appendix 2 the calculation ofthe cash flow deficiency calculation for fiscal 2011 and the expected 2012 mid-year funding (appendix 3)
Now that the cash flow has greatly improved as a result of the 2011 refinancing these schedules are somewhat redundant at the current revenue levels as no further cash backstop is needed
Milestone
As a result of the cumulative results to 2009 the City had backstopped all cash flow deficiencies to date Going forward deficiencies were to be funded 5050 between the City and the Partners The Partners did not fund their obligation but entered into negotiations to improve cash flow and ensure the Centres self-sustainability (See 2011 refinancing section)
Background
The Centre opened for operations on September 101998 and therefore 2011 saw the completion of its 13 full year ofoperations
67 Mowat Avenue Suite 444 TorontoOntario M6K 3E3 tel 416-516-8555 fax 416-516-0773
rlto-V7
Page 2
Appendix 1 provides a historical summary of revenues expenses and net operating income (loss) from inception
As can be seen from the notes to the audited financial statements the City of Brampton has provided significant financial support for the Centre in terms ofguaranteeing the first mortgage providing an interest free second mortgage as well as providing mezzanine financing in terms of priority advances and loss contributions on a yearly basis in order to fund cash flow deficiencies
In order to provide a summary of cash advances for the Centre to date we have attached as Appendix 4 a break down by year ofthe priority advances and as the loss contributions under the agreement with the Centre and Partnership
In April 2012 the City receiveda refund of $37527 in priority advancesdue to the none payment of the RBC loan in anticipation of the March 2011 refinancing
In addition the guarantee fees from 2010 and 2011 totaling $135790 were repaid
2011 Refinancing
In March2011 the Partnershipcompleteda refinancing of its long term debt with the Royal Bank
The first mortgage wasreplaced by a Credit Facility consisting of a $10400000 non-revolving three year fixed term loan bearing interest at 32 Monthly payments principal and interest total $51800
The $10400000credit facility was utilized as follows
SOOOs
Repay RBC first mortgage 86 Costs and penalties -9 Additional cash flowreserve account 9
The refinancing provides a reduction in monthly cash flow for debt service of some $59000 ($111086- $51800) or $708000 annually
A portion of the new facility was required to be setaside ina debt service reserve account to fund themonthly payments should thePartnership temporarily default This amounts to three months payments or$155400 As of December 32011 this restricted cash totaled $156158 with accumulated interest
lw-pound-S
Page 3
Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
dix
1
Po
wera
de C
en
tre
His
toria
l R
esu
lts
($00
0s)
20
11
2
01
0
20
09
2
00
8
20
07
2
00
6
20
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2
00
4
20
03
2
00
2
20
01
2
00
0
19
99
1
99
8
Gro
ss r
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48
12
4
71
9
52
09
4
85
5
47
59
4
75
2
43
70
4
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9
42
34
4
05
6
38
97
4
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4
35
07
12
20
Ope
ratin
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es
406
6 3
904
413
5 3
864
382
3 3
905
360
9 3
404
345
6 3
434
349
4 3
851
386
4 1
288
Net
ope
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inco
me
(los
s)
83
6
81
5
10
74
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_
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JZ6
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
pen
dix
4
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de C
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mm
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20
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(i)
20
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2
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9
20
08
2
00
7
20
06
2
00
5
20
04
2
00
3
20
02
2
00
1
20
00
1
99
9
19
98
Prio
rity
adv
ance
s -
187
384
272
665
415
079
458
068
666
670
533
330
600
000
600
000
600
000
600
000
600
000
600
000
184
110
Prio
r ye
ar
loss
co
ntr
ibu
tio
ns
--
30
14
5
72
26
4
31
18
9
28
48
3
15
28
94
2
50
44
0
49
67
76
1
20
77
0
na
H
Su
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ary
i
Prio
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adv
ance
s L
oss
cont
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tion
s $
631
730
6
118
296
1
A
gree
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Dec
embe
r 31
20
11 f
inan
cial
sta
tem
ents
(1)
In 2
009
the
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t sta
ge o
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ority
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ance
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allin
g $6
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wer
e ad
vanc
ed b
y th
e C
ity O
nce
this
leve
l was
reac
hed
the
cash
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defi
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e to
be
adva
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ally
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City
and
the
part
ners
The
City
adv
ance
d its
sha
re a
t $12
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2 T
he p
artn
ers
did
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nce
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r po
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(2)
In A
pril
2012
$37
527
in
prio
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swer
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-pai
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rio--o
PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
rlto-V7
Page 2
Appendix 1 provides a historical summary of revenues expenses and net operating income (loss) from inception
As can be seen from the notes to the audited financial statements the City of Brampton has provided significant financial support for the Centre in terms ofguaranteeing the first mortgage providing an interest free second mortgage as well as providing mezzanine financing in terms of priority advances and loss contributions on a yearly basis in order to fund cash flow deficiencies
In order to provide a summary of cash advances for the Centre to date we have attached as Appendix 4 a break down by year ofthe priority advances and as the loss contributions under the agreement with the Centre and Partnership
In April 2012 the City receiveda refund of $37527 in priority advancesdue to the none payment of the RBC loan in anticipation of the March 2011 refinancing
In addition the guarantee fees from 2010 and 2011 totaling $135790 were repaid
2011 Refinancing
In March2011 the Partnershipcompleteda refinancing of its long term debt with the Royal Bank
The first mortgage wasreplaced by a Credit Facility consisting of a $10400000 non-revolving three year fixed term loan bearing interest at 32 Monthly payments principal and interest total $51800
The $10400000credit facility was utilized as follows
SOOOs
Repay RBC first mortgage 86 Costs and penalties -9 Additional cash flowreserve account 9
The refinancing provides a reduction in monthly cash flow for debt service of some $59000 ($111086- $51800) or $708000 annually
A portion of the new facility was required to be setaside ina debt service reserve account to fund themonthly payments should thePartnership temporarily default This amounts to three months payments or$155400 As of December 32011 this restricted cash totaled $156158 with accumulated interest
lw-pound-S
Page 3
Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
dix
1
Po
wera
de C
en
tre
His
toria
l R
esu
lts
($00
0s)
20
11
2
01
0
20
09
2
00
8
20
07
2
00
6
20
05
2
00
4
20
03
2
00
2
20
01
2
00
0
19
99
1
99
8
Gro
ss r
even
ues
48
12
4
71
9
52
09
4
85
5
47
59
4
75
2
43
70
4
12
9
42
34
4
05
6
38
97
4
05
4
35
07
12
20
Ope
ratin
g ex
pens
es
406
6 3
904
413
5 3
864
382
3 3
905
360
9 3
404
345
6 3
434
349
4 3
851
386
4 1
288
Net
ope
rati
ng
inco
me
(los
s)
83
6
81
5
10
74
_9
9JL
_
92
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MJ
L
JZ6
1
72
5_
J7
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62
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ate
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ts
Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
pen
dix
4
Po
wera
de C
en
tre
Cit
y o
fBra
mp
ton
Su
mm
ary
ofC
ash
ad
van
ces
20
11
(i)
20
10
2
00
9
20
08
2
00
7
20
06
2
00
5
20
04
2
00
3
20
02
2
00
1
20
00
1
99
9
19
98
Prio
rity
adv
ance
s -
187
384
272
665
415
079
458
068
666
670
533
330
600
000
600
000
600
000
600
000
600
000
600
000
184
110
Prio
r ye
ar
loss
co
ntr
ibu
tio
ns
--
30
14
5
72
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
lw-pound-S
Page 3
Partners Capital
There was no requirement for a cash call in 2011
Actual Results Fiscal 2011 Compared to 2010
The Centre recorded revenues for fiscal 2011 totaling $4812460 compared to $4719348 for fiscal 2010 This represents an increase of $93112 or 2 Revenues for 2010 were budgeted at $5019168
2011 revenues fell back to the levels experienced in 2008 The 2009 playoff success of the Battalion was a key part of the revenue spike in 2009 to over $52 million In 2011 and 2010 the Battalion had an early exit from the OHL playoffs The teams home games have a significant impact on food and beverage sales
Gross operating income for fiscal 2011 came in at 613 down 12 from 2010 due to slightly lower margins in areas where sales were down such as retail and advertising
Overhead expenses totaled $2112253 for an increaseof $18835 over 2010 Overhead expenses have become a major portion ofoverall costs Rate increases have affected utility costs and repairs and maintenance costs are now at the $650000 level as the facility is now over 13 years old Insurance costs decreased to $98389 well down from the highs of 2007 of $184000 with continued focus on risk management
Operating income for fiscal 2011 totaled$835828 beingan increase of $20559over 2010 or approximately 2 Operating income had been forecasted to be $952000 for 2011 therefore actual results were off plan by $116000
For the fourth year the Centreon its own has made no capital assetsadditionsto the facility due obviously to cash flow issues
Overall the Centres balance sheetyearoveryear is materially different from 2010The working capital deficiency hasdecreased to $95119 dueto the March 2011 refinancing as the current portion of long term debt is down by $524000
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Page 4
Actual 2011 Results Compared to 2011 Budget
The chart below summarizes the key operating statement line items for 2011 actual compared to budget
2011
(in OOOs)
Actual Budget
Revenues SL48J2 5L5Q19
Gross operating income 2948 3100
Overhead expenses 2112 2148
Operating income $_836 $_95_2
Revenues were only 958 of plan but with expenses 2below budget operating income came in at 88 of plan
Further discussion of the year actual to budget figures is provided in the next section
Fiscal 2012 Budget
The chart below provides a summery ofthe 2012 budget compared tothe 2011 actual results and the budget for 2011
(in OOOs) Budget Actual Budget 2012 2011 2011
Revenues $4931 $4812 $5019
Gross operating income 3077 2948 3100
Overhead expenses 2137 2112 2148
Operating income $ 940 $ 836 $ 952
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
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288
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
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Prio
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187
384
272
665
415
079
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068
666
670
533
330
600
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600
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600
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600
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600
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184
110
Prio
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In A
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$37
527
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-pai
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
It-i-IO
Page 5
A review of the 2012 business plan provides the following highlights
Revenues are planned at $4930792 an increaseof 246
Operating income is projected at $939689 an increase of 1243
The Brampton Battalion continue to struggle with attendance levels For 2010-11 average attendance was only 1908 and fell to 1834 for the first of the 2011-12 season
Although the Excelsiors had a good 2011 seasonclaiming their third Mann Cup in four years their attendance per game was down as well in the season and playoffs
With lower attendance the food and beverage department experienced a revenue shortfall of$122000toplan
The hope of having the Beer Garden open by July 2011 did not materialize as the permit was only granted in October 2011
Food and beverage is projected to increase by $32366 with the new lacrosse league and the Beer Garden
Suite revenues fell as the plannedlease ofone new suite did not occur and two long time leases were not renewed
Advertising sales fell short of plan by $20856 and are planned to fall by 6 in 2012 as the rumors of the Battalion leaving affects long term contracts
One new suite is planned for 2012 with 7 of the 8 up for renewal budgeted to be signed
92 event days took place in 2011 with 96 planned for 2012 resulting in a planned increase in revenue of $37000
Ice rentals had a good year with revenue up $16854 over plan and $90480 over 2011 The 2012 revenues are plannedat $2547289an increase of$68210 The increasewill come from a combination ofhourly rate and hours booked
Minor changes will be made to the menus to be certain variety is offered and breakfast items have been added to the community side
Overhead costs are planned at $2137150 for a modest increase of 118 with repairs and maintenance the largest increase at 4
Non-operating costs are plannedat $1431320 being a combination of amortization and interest
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
dix
1
Po
wera
de C
en
tre
His
toria
l R
esu
lts
($00
0s)
20
11
2
01
0
20
09
2
00
8
20
07
2
00
6
20
05
2
00
4
20
03
2
00
2
20
01
2
00
0
19
99
1
99
8
Gro
ss r
even
ues
48
12
4
71
9
52
09
4
85
5
47
59
4
75
2
43
70
4
12
9
42
34
4
05
6
38
97
4
05
4
35
07
12
20
Ope
ratin
g ex
pens
es
406
6 3
904
413
5 3
864
382
3 3
905
360
9 3
404
345
6 3
434
349
4 3
851
386
4 1
288
Net
ope
rati
ng
inco
me
(los
s)
83
6
81
5
10
74
_9
9JL
_
92
6bdquo
MJ
L
JZ6
1
72
5_
J7
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62
2
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JS8
)
So
urc
e -
an
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al
au
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an
cia
l st
ate
men
ts
Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
pen
dix
4
Po
wera
de C
en
tre
Cit
y o
fBra
mp
ton
Su
mm
ary
ofC
ash
ad
van
ces
20
11
(i)
20
10
2
00
9
20
08
2
00
7
20
06
2
00
5
20
04
2
00
3
20
02
2
00
1
20
00
1
99
9
19
98
Prio
rity
adv
ance
s -
187
384
272
665
415
079
458
068
666
670
533
330
600
000
600
000
600
000
600
000
600
000
600
000
184
110
Prio
r ye
ar
loss
co
ntr
ibu
tio
ns
--
30
14
5
72
26
4
31
18
9
28
48
3
15
28
94
2
50
44
0
49
67
76
1
20
77
0
na
H
Su
mm
ary
i
Prio
rity
adv
ance
s L
oss
cont
ribu
tion
s $
631
730
6
118
296
1
A
gree
s to
Dec
embe
r 31
20
11 f
inan
cial
sta
tem
ents
(1)
In 2
009
the
firs
t sta
ge o
f pri
ority
adv
ance
s tot
allin
g $6
000
000
wer
e ad
vanc
ed b
y th
e C
ity O
nce
this
leve
l was
reac
hed
the
cash
flo
w
defi
cien
cies
wer
e to
be
adva
nced
equ
ally
by
the
City
and
the
part
ners
The
City
adv
ance
d its
sha
re a
t $12
992
2 T
he p
artn
ers
did
not
adva
nce
thei
r po
rtio
n
(2)
In A
pril
2012
$37
527
in
prio
rity
adv
ance
swer
e re
-pai
d
rio--o
PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
It-4shy
Page 6
Upon removingamortization from a cash standpoint the net income (loss) would be as follows
(in OOOs)
2012 Budget Actual 2011 2011 Budget
Net income $411 $226 $27
This is an indication ofthe dramatic affect the refinancing has had on cash flow
Branding change - 200S
In the third quarter of 2005 the partnership reached agreement with Coke to re-name the facility the Powerade Centre (Powerade is Cokes sports beverage)
In return Coke has agreed to a 10year fundingcontract The funding is both for 1 time costs and annual marketing and promotion and sign rental
Coke and the City contributed a total of $250000 to the new external lighting
Foraccounting purposes the partnership hasset up a separate bankaccountto paythe budgetedapproved expenditures as theseamounts are funded by Cokeand therefore do not flow through the Powerade Centre statements
Annual Funding Requirements
Weattach as appendix 2 and 3 the Citys funding requirements which is nil
In 2009 with theCitys funding Stage 1 of the backstop agreement was reached at $6000000
With the refinancingwhich closed in March 2011 the Centre at revenue levelsof approximately $45 to $5million should beable to generate positive cash flow and be self-sustaining
As a result further priority advanceswould not be required by the City or the Partners However this is very much dependent on future revenue levels and interest rates
The possible relocation of the Centres flagship tenant the Battalion is a significant future uncertainty The last season under contract is 2012-13
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
dix
1
Po
wera
de C
en
tre
His
toria
l R
esu
lts
($00
0s)
20
11
2
01
0
20
09
2
00
8
20
07
2
00
6
20
05
2
00
4
20
03
2
00
2
20
01
2
00
0
19
99
1
99
8
Gro
ss r
even
ues
48
12
4
71
9
52
09
4
85
5
47
59
4
75
2
43
70
4
12
9
42
34
4
05
6
38
97
4
05
4
35
07
12
20
Ope
ratin
g ex
pens
es
406
6 3
904
413
5 3
864
382
3 3
905
360
9 3
404
345
6 3
434
349
4 3
851
386
4 1
288
Net
ope
rati
ng
inco
me
(los
s)
83
6
81
5
10
74
_9
9JL
_
92
6bdquo
MJ
L
JZ6
1
72
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J7
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62
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So
urc
e -
an
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al
au
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fin
an
cia
l st
ate
men
ts
Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
pen
dix
4
Po
wera
de C
en
tre
Cit
y o
fBra
mp
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Su
mm
ary
ofC
ash
ad
van
ces
20
11
(i)
20
10
2
00
9
20
08
2
00
7
20
06
2
00
5
20
04
2
00
3
20
02
2
00
1
20
00
1
99
9
19
98
Prio
rity
adv
ance
s -
187
384
272
665
415
079
458
068
666
670
533
330
600
000
600
000
600
000
600
000
600
000
600
000
184
110
Prio
r ye
ar
loss
co
ntr
ibu
tio
ns
--
30
14
5
72
26
4
31
18
9
28
48
3
15
28
94
2
50
44
0
49
67
76
1
20
77
0
na
H
Su
mm
ary
i
Prio
rity
adv
ance
s L
oss
cont
ribu
tion
s $
631
730
6
118
296
1
A
gree
s to
Dec
embe
r 31
20
11 f
inan
cial
sta
tem
ents
(1)
In 2
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the
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t sta
ge o
f pri
ority
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ance
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allin
g $6
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e ad
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y th
e C
ity O
nce
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hed
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e to
be
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nced
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ally
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City
and
the
part
ners
The
City
adv
ance
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sha
re a
t $12
992
2 T
he p
artn
ers
did
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adva
nce
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r po
rtio
n
(2)
In A
pril
2012
$37
527
in
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rity
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ance
swer
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-pai
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ib-i-iT
Page 7
We trust this provides you with the required financial analysis for the Centre for the years indicated We would be pleased to answerany questions which you may have concerning the above material
Very truly yours
James E Horn CA Partner
Ap
pen
dix
1
Po
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toria
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386
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Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
Ap
pen
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20
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9
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7
20
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20
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2
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3
20
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20
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1
99
9
19
98
Prio
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adv
ance
s -
187
384
272
665
415
079
458
068
666
670
533
330
600
000
600
000
600
000
600
000
600
000
600
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184
110
Prio
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--
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72
26
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ap
pen
dix
1
Po
wera
de C
en
tre
His
toria
l R
esu
lts
($00
0s)
20
11
2
01
0
20
09
2
00
8
20
07
2
00
6
20
05
2
00
4
20
03
2
00
2
20
01
2
00
0
19
99
1
99
8
Gro
ss r
even
ues
48
12
4
71
9
52
09
4
85
5
47
59
4
75
2
43
70
4
12
9
42
34
4
05
6
38
97
4
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12
20
Ope
ratin
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pens
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406
6 3
904
413
5 3
864
382
3 3
905
360
9 3
404
345
6 3
434
349
4 3
851
386
4 1
288
Net
ope
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inco
me
(los
s)
83
6
81
5
10
74
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fin
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cia
l st
ate
men
ts
Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ite- pound-14 Appendix 2
Powerade Centre
Annual Funding Requirement
Year Ended December 312011
2011 Net Operating Income before Debt Service $ 835828
Less Royal Bank Debt Service 2011 (799458)
Less City of Brampton Guarantee Fees 2011-no payments NU
2011 Net Operating Cashflow (Deficiency) surplus $ 36370
With the 2011 refinancing the Centre (assuming revenues in excess of $45 million) will generate positive cash flows
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
ItD-i-rS Appendix 3
Powerade Centre
City of Brampton
Anticipated mid-2012 funding
Budgeted net income S 939689
Debt service (621600)
Guarantee fee (71-574)
S 246515
As cash flow (as defined) is positive no 2012 funding is required This could be potentially
distributed but would be reduced by a number of future transactions See RealStar calculation
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
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PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
rio--o
PA Sports Centre Partnership (a limited partnership)
Financial Statements
December 31 2011 December 31 2010 and January l 2010
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ife-i-f
pwc
May 28 2012
Independent Auditors Report
To the Partners of
PA Sports Centre Partnership
(a limited partnership)
We have audited the accompanying financial statements of PASports Centre Partnership (a limited partnership) which comprise the balance sheets as at December 31 2011 December 31 2010 and January 12010 and the statements of operations partners deficiency and cash flows for the years ended December 31 2011 and December 31 2010 and the related notes which comprise a summary of significant accounting policies and other explanatory information
Managements responsibility for the financial statements Management is responsible for Ihe preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for private enterprises 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
Auditors responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with Canadian generally accepted auditing standards Those standards require that we comply with ethical requirements and plan and perform the audits 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 entitys 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 ol the entitys internal control Anaudit 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 in our audits is sufficient and appropriate to provide a basis for our audit opinion
PricewaterhouSeCoopers III CharteredAccountants 400 Bradwick Drive Suite too Concord Ontario Canada I^K5V0 T +10053266800 F +19053265339
PrtC refers 10PrlcewaterhousoCoopers LLP an Onlario limited liability partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ifc-i-M
pwc
Opinion
In our opinion the financial statements present fairly in all material respects the financial position of PA Sports Centre Partnership as at December 31 2011 December 31 2010 and January 12010 and the results of its operations and its cash flows for the years ended December 31 2011 and December 31 2010 in accordance with Canadian accounling standards for private enterprises
Emphasis of matter Without qualifying our opinion we draw attention to note 1 in the financial statements which describes matters and conditions that indicate the existence of material uncertainties that may cast significant doubt about the PA Sports Centre Partnerships ability lo continue as a going concern
Chartered Accountants Licensed Public Accountants
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Tcl-1o
PA Sports Centre Partnership Balance Sheets
December 31 December 31 January 1 2011 2010 2010
$ $ $
Assets
Current assets Cash 987222 307654 159288 Restricted cash (note 5(b)) 156158 Accounts receivable 173190 174633 187169 Due from related parties (note 7) 6813 6813 6813 Inventories 46429 48892 51772 Prepaid expenses and other assets 84637 43460 57109
1454449 581452 462151
Building complex (note 4) 14498264 15116481 15763951
15952713 15697933 16226102
Liabilities
Current liabilities Accounts payable and accrued liabilities (notes 11
and 12) 707300 682678 544672 Ice rental deposits 220366 220628 216229 Deferred revenue 260051 206141 169729 Due to related parties (note 7) 58998 154340 58367 Long-term debt (note 5) 302853 827175 793344
1549568 2090962 1782341
Long-term debt (note 5) 23363875 21941799 22088401
24913443 24032761 23870742
Partners Deficiency (8960730) (8334828) (7644640)
15952713 15697933 16226102
Going concern (note 1)
Commitments and contingencies (notes 8 and 11)
Approved by the General Partner on Behalfofthe Limited Partners
Director
The accompanying notes are an integral part of these financial statements
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Dol-ll
PA Sports Centre Partnership Statements of Operations For the years ended December 31 2011 and December 312010
Revenue Ice rental Food and beverage Advertising Spectator events Suites and club seats Other income Outdoor sports Retail
Costs of revenue (note 9)
Gross operating income
Overhead expenses Utilities Repairs and maintenance General and administrative Management fees (note 7) Insurance (note 11) Marketing and promotion
Income before undernoted items
Interest expense
Guarantee fees (note 5(a))
Amortization Building complex Financing costs
Net loss for the year
2011
$
2479099 1186770 394435 274247 171458 125915 131916 48620
4812460
1864379
2948081
610541 653052 482641 144374 98389 123256
2112253
835828
538131
71574
618217
233808
1461730
(625902)
2010
$
2388618 1146640 422315 269737 179871 129084 126229 56854
4719348
1810661
2908687
585425 600613 532137 141592 114701 118950
2093418
815269
804505
64227
647470 4327
1520529
(705260)
The accompanying notes are an integral part of these financial statements
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
tts-i-21
PA Sports Centre Partnership Statements of Partners Deficiency For the years ended December 31 2011 and December 31 2010
2011 2010
Brampton Sports Centre Orion
General Holdings Construction
partner Limited Corporation Total Total
$ $ $ $ $
010 4995 4995 10000 10000
Contributions Prior years 4000 3204986 3204986 6413972 6398900 Current year (note 6) 15072
4000 3204986 3204986 6413972 6413972
Distributions Prior years - (157925) (157925) (315850) (315850) Current year
(157925) (157925) (315850) (315850)
Net contributions 4000 3047061 3047061 6098122 6098122
Accumulated losses Balance - Beginning of year (14460) (7209245) (7209245) (14432950) (13727690) Net loss for the year (626) (312638) (312638) (625902) (705260)
Balance - End of year (15086) (7521883) (7521883) (15058852) (14432950)
Partners deficiency - End of year (11086) (4474822) (4474822) (8960730) (8334828)
The accompanying notes are an integral part of these financial statements
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
2010
llo-i-2Z
PA Sports Centre Partnership Statements of Cash Flows
For the years ended December 31 2011 and December 31 2010
Cash provided by (used in)
Operating activities Net loss for the year Item not affecting cash
Amortization
Changes in non-cash working capital items Accounts receivable Prepaid expenses and other assets Inventories Accounts payable and accrued liabilities Ice rental deposits Deferred revenue Due fromto related parties
Investing activities Restricted cash - RBC cash collateral account
Financing activities Repayment of first mortgage Proceeds from the Credit Facilities Principal repayment of the Credit Facilities Financing costs Increase in priority advance and accumulated interest Contributions from partners
Increase in cash during the year
Cash - Beginning of year
Cash - End of year
Supplementary information Interest paid
2011
$
(625902)
852025
226123
1443 (41177) 2463
24622 (262)
53910 (95342)
(54343)
171780
(156158)
(8785674) 10400000 (218688) (897994) 166302
663946
679568
307654
987222
379219
$
(705260)
651797
(53463)
12536 13649 2880
138006 4399 36412 95973
303855
250392
(562244)
445146 15072
(102026)
148366
159288
307654
548730
The accompanying notes are an integral part of these financial statements
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
1
nraquo-amp-ltbull
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
Basis ofpresentation
The PA Sports Centre Partnership (the limited partnership) was formed on April 161997 under the Limited Partnerships Act (Ontario) pursuant to a limited partnership agreement between PA Sports Centre Inc as the general partner and certain limited partners
The purpose of the limited partnership is to own and operate the Powerade Centre (the Centre) located at 7575 Kennedy Road Brampton Ontario (the property) The Centre opened for operations on September 10 1998
Going concern
These financial statements have been prepared in accordance with Canadian accounting standards for private enterprises (ASPE) applicable to a going concern which assumes the limited partnership will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future However material uncertainties exist that may lend significant doubt as to the ability of the partnership to continue as a going concern and hence the use ultimately of accounting principles related thereto
During the year the limited partnership continued to incur significant losses from its operating activities (2011 - $625902 2010 - $705260) and reported a partners deficiencyat December 312011 of $8960730 Theoperatinglossesand related deficitto December 31 2011 havebeen funded primarilyby a workingcapital deficiency and long-termdebt in particular long-termdebt arrangements with RBC Royal Bank(RBC) of $10181312 and the City of Brampton (the City) for $13854495 (note 5)shy
In the prior year the available cash flow wasnot sufficient to fund the limited partnerships long-termdebt servicecommitments for the RBC mortgage Consequently in May2010 RBC agreed to suspend the debt servicerequirementson its mortgage for three months (reducedto two months by December 2010) and in November 2010 the limited partnership entered into a forbearance agreement with RBC resulting in the lender temporarily suspending any actionsto exercise its remedies fordefaults in respectof the existingterms of the mortgage
In March 2011 the limitedpartnershiprefinanced its mortgage facility with RBC securinga three-yearfixed rate term loan credit facility of $104millionto replacethe existingmortgageof approximately$88 millionat the prior year-end In connectionwith this new facility the limitedpartnership incurred an interest prepayment penaltyand relatedfinancing charges of $897994 Theseadditionalcostswerefundedfromthe proceeds of the newfacility Thefunds were drawn bythe limited partnership on March 222011 Thenew facility provides additional cashresources to the partnership as well asa reduced fixed interest rate andannual principal payment requirements for the ensuing three-year term
In connection with the aforementioned new RBC credit facility (the Credit Facilities) the limited partnership has amended the Loansand Priorities Agreement(note 8(d)) between the limited partnership and the Cityto accommodate the loan securityrequirements of the Credit Facility Noadditional funds havebeen required or drawn under the amended Loans and Priorities Agreement
(1)
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ife--2pound
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Although the limited partnership has been able to secure the Credit Facilities which is expected to improve the results of operations of the limited partnership there is no assurance this initiative will be sufficient to support the ongoing operating and financing requirements of the limited partnership These financial statements do not reflect adjustments in the carrying value of the assets and liabilities the reported revenue and expenses and the balance sheet classifications used that would be necessary if the limited partnership were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations These adjustments could be material
2 Transition to Canadian accounting standards for private enterprises
Effective January 12011 the limited partnership elected to adopt Canadian accounting standards for private enterprises (ASPE) as issued by the Canadian Accounting Standards Board The accounting policies selected under this framework have been applied consistently and retrospectively as if these policies had always been in effect The limited partnership has not utilized any transitional exemptions on the adoption of ASPE There were no adjustments to the balance sheets or the statements of operations partners deficiency and cash flows
3 Summary ofsignificant accounting policies
Method of presentation
These financial statements only include the assets liabilities revenue and expenses of the limited partnership No income taxes have been reflected in these financial statements since the income or loss of the limited
partnership is included in the individual income tax returns of the respective partners
Inventories
Inventories consist of food beverages and supplies which are valued at the lower of cost and net realizable value Cost is determined on a first-in first-out basis
Building complex
These assets are recorded at cost less accumulated amortization net of any impairment loss When an impairment is determined to exist the impaired property is written down to fair value The building complex is amortized at annual rates which willsubstantially amortize the cost of the assets on a declining balance basis over their estimated useful lives as follows
Building 4 Furniture fixtures and equipment 20 Landscaping design 5 Computer equipment 30
(2)
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
(-gt-2L
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
Impairment of long-lived assets
An impairment charge is recognized for long-lived assets when an event or change in circumstances causes an assets carrying value to exceed the total undiscounted cash flows expected from its use and eventual disposition The impairment loss is calculated as the difference between the fair value of the assets and their carrying value
Financial instruments
The limited partnerships financial instruments are initially recorded at fair value and carried at amortized cost Amortization is recorded on a straight-line basis
Financial assets are tested for impairment at the end of each reporting period when there are indications the assets may be impaired
Revenue recognition
Revenues from ice rentals and spectator events are recognized as services are provided Suite licence fees are recognized on a straight-line basis over the term of the licence agreements Revenues from food and beverage and retail sales are recognized at the time of sale Advertisingrevenues are recognized on a straight-line basis over the contract term Deferred revenue relates to the licence fees under the suite licence agreements and advertising revenues which have been paid in advance
Government assistance
Government assistance for the limited partnership is provided by the CityCapital expenditures for the building complexare recorded net of items funded by the City The Cityalso providesfinancing to the limited partnership some elements of which are at below market interest rates (note 5) At the initial recognition of the loan obligations any difference between the fair value of the long-term obligation and the cash received from the Cityis accounted for as a deferred assistance and presented in the same line as the related long-term loan obligation The benefit of the below market interest rates provided by the City is recognized in the statement of operations within interest expense on a straight-line basis over the same periods that the loans are expected to be outstanding
Use ofestimates
The preparation of financial statements in accordance withASPE requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosureof contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
(3)
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
4
Ife-fc-2-7
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Building complex
The building complex is comprised of the following
Building Furniture fixtures and equipment Landscaping Computer equipment
Building Furniture fixtures and equipment Landscaping Computer equipment
Cost
$
24763904 1185563
88500 68534
26106501
Cost
$
24763904 1185563
88500 68534
26106501
Accumulated amortization
$
10374606 1121656
44279 67696
11608237
Accumulated amortization
$
9775052 1105679
41952 67337
10990020
2011
Net
$
14389298 63907 44221
838
14498264
2010
Net
$
14988852 79884 46548
1197
15116481
(4)
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Ito-a-28
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
5 Long-term debt and financing commitments
Long-term debt consists of the following
2011 2010 $ $
RBC Royal Bank 32 three-year fixed term loan monthly payments of principal and interest of $51800 security consists of a general security agreement postponement of claim by the City and a cash collateral pledge of a minimum of $155400 due March 21 2014 (a) (b)
RBC Royal Bank 608 first mortgage monthly payments of principal and interest of $111086 security consists of an assignment of the buildings facilities and improvements a guarantee from the City specific assignment of ground lease specific assignment of OHL lease and licence general security agreement and assignment of insurance due January 12019 (a)
The City interest free second mortgage security consists of a $20443047 fixed and specific mortgage and charge (2010 shy$72 million leasehold mortgage) general security agreement specific assignment of OHL lease and licence and assignment of insurance annual principal payments equivalent to the lesser of $250000 and available cash as defined according to a priority of payments due August 31 2034 (b)
The City priority advances (b) Accumulated interest on priority advances (b) OHL sponsorship shortfall loan (note 8(c))
10181312
-
6000000 6317306 1537189
329099
8785674
6000000 6317306 1370887
329099
Less Current portion 24364906
302853 22802966
827175
Financing costs net of accumulated amortization of $286356 (2010-$52548)
24062053
698178
21975791
33992
23363875 21941799
a) Pursuant to a loanguarantee agreement withthe City the limited partnershipagreed to payan annual guarantee fee to the City equivalent to 072 ofthe outstanding principal balance of the RBC loan financing determined on an averagemonthlybasis Loan guarantee fees payableto the Cityin 2011 were $71574(2010 - $64227) and have been expensed
b) Additional funds maybe advanced by the City to the limitedpartnership(priorityadvances) under certain conditions As of December31 2011 the priority advance is $6317306 (2010 - $6317306) Priorityadvances made prior to September10 2001of $1984110 are interest freeand priority advancesmadeby the Citythereafter bear interest at the rate of 608to March 2011 when it was reduced to 32The Cityadvanced $nil in priority advances in 2011(2010 - $187384) Interest on priority advances of$1537189 (2010 - $1370887) hasbeenaccrued and remains unpaid
(5)
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
6
Xfc-i-2
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 31 2010
During the year the limited partnership was successful in concluding a satisfactory replacement of the RBC first mortgage with the Credit FacilitiesThe Credit Facilitiesconsist of a facilityof $10400000 non-revolving three-year fixed rate term loan with an interest rate per annum of 320 which was funded on March 222011 Monthly payments of principal and interest are $51800 As security the bank has a general security agreement on the general partner constituting a first ranking security interest in all personal property of the general partner guarantee and postponement of claim on the general partner in the amount of $10400000 signed by the City and a cash collateral agreement signed by the general partner pledging term deposits andor guaranteed investment certificates valued at a minimum of $155400 to collateralize the Debt Service Reserve Account
In connection with the aforementioned replacement the limited partnership incurred an interest prepayment penalty of $830534 and financing costs of $67460
In connection with the aforementioned replacement the limited partnership amended the Loans and Priorities Agreement This amendment includes reducing the interest rate to 320 replacing the above security with a fixed and specific mortgage and charge second in priority in the principal amount of $20443047
Now that cumulative priority advances have reached $6000000 additional funds are to be advanced equally by the City and the partners where necessary These advances and accumulated interest will likely not begin to be paid off until after the Credit Facilities mature in 2014
Principal repayments associated with the Credit Facilitiessecond mortgage and priority advances are due approximately as follows
2012 303000 2013 309000 2014 9569312 Thereafter 14183594
24364906
Partners capital
Contributions
Capital contributions are recorded when received A cash call was not made in 2011 During 2010 $15072 was contributed by Orion Construction Corporation which related to an historical unfunded cash shortfall
Income loss and distributable cash allocations
The PASports Centre Partnership Agreement provides for income and losses and distributable cash of the limited partnership for each fiscal year to be allocated as follows
a) first one-tenth of one percent (01) to the general partner and
b) second the balance to the limited partners in their pro rata ownership shares
(6)
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
Xt-3gt-3o
PA Sports Centre Partnership Notes to Financial Statements
December 312011 and December 312010
7 Related party transactions and balances
The limited partnership has entered into a management agreement with an entity under common control with one of the limited partners The agreement is for the provision of management and marketing services for the Centre until August 312034 for a base fee of 3 of annual gross revenues (as defined) Management fees expensed in the current year total $144374 (2010 - $141592) of which $58998 remains unpaid as at December 312011 (2010 - $141592) (note 8(d)(ii))
Balances due fromto related parties are with entities in which certain partners who own a beneficial interest in the limited partnership have an ownership interest through various corporate entities These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties The amounts due fromto related parties are unsecured non-interest bearing and due on demand
8 Commitments
a) The limited partnership has entered into a ground lease with the City to lease approximately 125acres of land The Centre occupies approximately 35 acres of the leased land (the Phase I Land) The balance of the leased land comprises playing fields and open space (the Phase II Land) The ground lease as it relates to the Phase I Land expires on August312034 and may be extended on a month-to-month basis Upon expiry of the ground lease the limited partnership will surrender the leased land along with the building complex to the CityThe ground lease as it relates to the Phase II Land expired on September 172007 but by agreement dated September 6 2007 the ground lease was amended to provide that the limited partnership is an overholding monthlytenant of the Phase II Landand is subject to the terms and conditions of the ground lease Byagreement dated September 17 2007 the ground lease was extended for a term often years with respect to approximately 03 to 05 acres of the Phase II Land for the construction and operation of an outdoor ball hockey rink
Basicannual rent of $100 is payable until all financing for the Centre is repaid at which point the basic annual rent will increase to $250000 per year In addition to the basic annual rent the limited partnership must payvariablerent equivalent to 50of net cash flow as defined for any fiscal period when all financing for the Centre is repaid
b) OnSeptember 171997 the limitedpartnership entered into a Lease and Licence Agreement with the BramptonOntario Hockey ClubLtd(the OHL) fora term of 15 yearscommencing at the completionof the constructionof the CentreFeespayable to the limited partnership under this agreement include minimum rent common area fees on a portion of the Centre leased by the OHL and a percentage of media and gate revenues for each OHLhockeyand playoffgameApercentage ofother revenues including net advertising profits net parking profits suite and club seat revenues and food and beverage revenues during OHL events are to be shared by the limited partnership with the OHLin accordance with the agreement
c) Under an agreement with the City(the backstop letter) the partners agreed to make available from their own resources as may be necessary
(7)
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
iW-l-il
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
i) amounts equal to the shortfall at September 151998 of the agreed $1500000 minimum amount of capital contributions which were to have been generated from the naming rights of the complex and
ii) amounts on an annual basis for a period of ten years commencing September 151998 equal to the shortfall of the agreed $200000 per annum minimum amount of fees and revenues which are to be generated from sponsors of the complex andor ancillary ice rinks related to naming rights preferred supplier rights and other rights
The capital contribution shortfall from the naming rights in the amount of $1263400 was funded in 1998 The sponsorship agreement ended on September 15 2008 The cumulative unfunded balance is $1020732
To the extent that additional sponsorship capital commitments are subsequently obtained the partners shall be entitled to receive reimbursements for any amounts injected into the complex pursuant to (i)
In accordance with the terms of a separate agreement (the backstop side letter) with the OHL the OHL agreed to fund 25of any capital contributions shortfall and any annual sponsorship shortfall which the partners pursuant to (i) and (ii) wouldbe obligated to fundSuch amounts funded by the OHLare reimbursable if the shortfall relating to the naming rights and annual commitments were recovered in the future The terms of repaymentare unlikelyto be met in the next five yearsAccordingly it has been included in the principal payment schedule as an amount due after 2014The OHLsshare of the annual sponsorship shortfall remains unfunded for the years from 1999 to 2008
d) In accordance with the terms of the Loans and Priorities Agreement entered into between the limited partnership and the City any deficiencies ofoperatingcash flow (as defined)are required to be funded annually as follows
i) the City is obligated to fundthe first$600000 annually ofdeficiencies ofoperatingcash flow required to service paymentobligations to RBC withrespectto the first mortgage Thisobligation existsfor 20 annual fiscalperiods commencingfrom September 101998 and has a threshold of $6000000 in aggregate Once this threshold is reached deficiencies below $600000 are to be funded equally bythe Cityand the partners The Cityfunded $nil pursuant to this obligationduring fiscal 2011 (2010 shy$187384)and the balance as at December312011is $6317307(2010 - $6317306) Asat December 31 2011the total unfunded balance by the partners totalled approximately $300000 which has not changed from the prior year
ii) if thereare stilldeficiencies ofoperating cashflow afterthe Citys $600000 funding annually then the managerof the Centreis obligated by the management agreement to forgive up to 50of its annual managementfee The managerwasnot required to forgive management fees in 2011 or 2010 pursuant to the obligation and
Hi) anyfurtherdeficiencies ofoperating cashflow afterpayments bythe City in (i)and the forgiveness of management fees in (ii) are tobefunded equally bytheCity andthe partners Additional funding has not been required since 2006 pursuant to this obligation
(8)
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
rt-i-ii
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 312010
In 2011 the limitedpartnershipamended the Loans and Priorities Agreement (the Amendment) The Amendment sets out the requirement that the City and the limitedpartnershipensureavailable cash in each fiscal period shallbedistributed equally between the general partnerand the City However the distributions to the partnersofapproximately $300000are to bedirected to payment ofthe partners outstanding obligations to fund prior years operating cash flowdeficiencies and thereafter an amount equal to two months paymentson account of the Credit Facilities shall be paid to the Cityto hold in trust as security for payments required to be made by the limited partnership pursuant to that loan
9 Inventory
Inventory expensed during the year to costs of revenue is $459264 (2010 - $447165)
10 Non-monetary transactions
In the normal course of business the limited partnership enters into contracts that exchange advertising space or suite rentals for items such as equipment rental or other maintenance or service items These contracts are recorded at the fair value of the service provided by the limited partnership Total revenue from non-monetary transactions recorded in the financial statements is $107454 (2010 - $114229)
11 Contingent liabilities
From time to time the limited partnership is subject to various claims and disputes The limited partnership has accrued $50519 (2010 - $59728) for insurance deductibles relating to prior years claims The actual liability with respect to other remaining outstanding claims is not determinable but management believes any potential liability would not materially affect the limited partnerships financial position Differencesbetween accruals previously recorded by the limited partnership and actual settlement if any will be accounted for in the year of settlement
12 Government remittances
Government remittances consist of amounts (such as property taxes sales taxes and payroll withholding taxes) required to be paid to governmentauthoritiesand are recognized when the amounts comedue In respectof government remittances $40440 (2010 - $34315)is included within accounts payable and accrued liabilities
13 Risk management of financial instruments
Credit risk
Credit risk is the risk one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss Management of the limitedpartnership feelsit is not exposedto anysignificant credit risk
(9)
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
It-i-raquo
PA Sports Centre Partnership Notes to Financial Statements
December 31 2011 and December 31 2010
Liquidity risk
Liquidity risk is the risk the limited partnership willencounter difficulty in raising funds to meet its financial commitments Management ensures sufficient liquidity is maintained by regular monitoring of cash flow requirements including debt service requirements (note 2)
14 Comparative figures
Certain prior year figures have been reclassified to conform to the current years presentation
(10)
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership
iio-z-yi
PA Sports Centre Partnership Income Tax Information
For the year ended December 31 2011
$
Net loss per financial statements (625902)
Add Amortization
Building complex 618217 Financing costs 233808
Non-deductible portion of meals and entertainment expenses 3660 Reserve - paragraph 12(1 )(a) 480417 Capital items expensed for accounting purposes 14440
724640 Deduct Reserve - paragraph 20(1 )(m) (426769)
Income before CCA 297871
CCA (297871)
Net income for income tax purposes
Capital cost pool Class 1 Class 8 Class 10 Class 12 Class 45 Class 50 Class 52
4 20 30 100 45 50 100 Total
$ $ $ $ 4 $ $ $
UCC - Beginning of year 21973017 744559 40482 12327 1727 1020 22773132 Additions 6265 4045 4130 14440 CCA (297871) (297871)
UCC - End of year 21675146 750824 40482 16372 1727 4130 1020 22489701
Share Net income
$
Net income allocated as follows PA Sports Centre Inc 010
Brampton Sports Centre Holdings Limited 4995 -
Orion Construction Corporation 4995
Notes
1 The amount of any loss that can be claimedfor income tax purposes by a limited partner is limited by the extent of such limited partners at risk amount as defined in the Income Tax Act
2 This schedule does not include the deduction that may be availablefor interest expense incurred by the limited partners in connection with their investment in the limited partnership