OPERATIONS REPORT 2010 TABLE OF CONTENTS President’s Message . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Quick Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Our Values – Our Service Improving the Customer Experience . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Environmental Performance: Deposit Return: Driving the Green Economy . . . . . . . . . . . . . . . . . . 8 Lights Out: Energy Conservation . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Our Commitment to Responsible Service . . . . . . . . . . . . . . . . . . . . . 15 A Community Based Retailer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Employee Health & Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 The Year in Beer Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Beer Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Audited Financial Statements . . . . . . . . . . . . . . . . . . . 29 TBS Service Fees and Financial Operations . . . 44 APPENDIX A: TBS Rate Sheet . . . . . . . . . . . . . . . . . . . . . 45 In 2010, The Beer Store continued to improve on what it does best – provide Ontario’s beer drinkers the ultimate source for beer. We offered our customers one of the best selections of beer in the world, selling 346 brands from 89 Canadian and international brewers. We delivered this impressive selection of beer by maintaining a policy of being completely open to any brewer in the world that wants to sell their beer in Ontario. In 2010 we continued to make improvements to the TBS retail and shopping experience. We know that beer consumers are becoming increasingly diverse in terms of how they like to obtain information about our products. Whether you as a beer consumer want to talk to a Customer Service Representative in one of our stores, read a brochure or download an “App” before you decide what beer to buy, TBS is working to accommodate your needs. New investments have been made across our business to provide customers with more choices and better information about their beer purchases. New stores, a website re-design, new beer apps and electronic newsletters, employee product training, expanded single-serve selection and gift cards are some of the many customer service initiatives we moved forward on in 2010 that are highlighted in this year’s operational report. In a number of areas, we’ve established extremely high standards. Our track record with respect to managing packaging and responsible sales policies sets the gold standard for beverage alcohol retailers in North America. Keeping the bar high and striving to move it higher remains a priority for us, and with the help of TBS employees we continued to deliver outstanding results in the critical areas of responsible sales practices and environmental performance. Since our inception in 1927 we’ve always believed in the importance of striving to be a community based retailer and leveraging our resources to support the communities in which we do business. In this regard, 2010 was our best year ever in terms of charitable fundraising. Our employees and stores participated with dozens of community groups and charities to raise awareness of, and funding for, both local community causes and provincial charitable initiatives. Finally, 2010 was another great year for employee health and safety as we continued our long-term trend of reducing time lost to accidents. Our employees are TBS’s most p with input p from all levels of our important asset. We’ve made these improvements d what we can to ensure TBS staff remain organization and we’ll continue to do engaged, productive and healthy. s operatio onal report. I hope you enjoy this year year’s operational Ted Moroz 3 In calendar year 2010 The Beer Store: SOLD THE EQUIVALENT OF 89 MILLION CASES FROM 89 BREWERS LOCATED IN ONTARIO, THE REST OF CANADA AND AROUND THE WORLD OPENED SEVEN NEW STORES – TWO NEW LOCATIONS AND FIVE STORE RELOCATIONS COLLECTED AND RECYCLED MORE CONSUMER PACKAGING THAN IT SOLD 1: 94 PERCENT OF ALL TBS LISTED BEER PACKAGING WAS COLLECTED FOR RE-USE OR RECYCLING MORE THAN 106,000 TONNES OF WINE AND SPIRIT CONTAINERS WERE COLLECTED FOR RECYCLING UNDER THE ONTARIO DEPOSIT RETURN PROGRAM IMPLEMENTED NEW ENERGY SAVING INITIATIVES AT 127 STORES AND 19 WAREHOUSES OR 32% OF ITS STORE AND WAREHOUSE LOCATIONS CHALLENGED OVER 4.2 MILLION CUSTOMERS FOR AGE IDENTIFICATION OR INTOXICATION RAISED OVER $1.5 MILLION FOR DOZENS OF ONTARIO CHARITIES AND COMMUNITY ORGANIZATIONS 1 All container recovery performance data relates to the 52-week prior to May 8, 2011 for cans and the 52-week period prior to April 24, 2011 for all other containers and packaging. See The Beer Store Responsible Stewardship report for 2010-2011 for more details. 4 Our Values – Our Service Improving the Customer Experience To be the Ultimate Source for Beer TBS needs to not only stock a great selection of beer products, it also needs to present those products in an organized, accessible and pleasant shopping experience. That means constantly seeking out ways to improve the experience for existing customers and adding new features that will help attract new customers. In 2010, TBS continued to implement a number of initiatives designed to improve the customer experience. Retail Store Improvements Rollout of the re-designed store format In 2010 TBS continued to roll out its new re-designed store format. It opened two new locations, raising its total number of retail outlets to 437. It also converted five existing outlets to the new store format. The Self-serve Format: • Enhanced product displays improve shopping experience • Walk-in coolers with wide aisles and convenient 4-tier shelving • Products grouped into categories e.g. imports, singles, discount, etc. • Highest customer satisfaction rating – especially among shoppers under 30 years of age New Urban Beer Boutique TBS also began experimenting with new store formats to serve markets with unique customer service needs. In 2010 a new urban beer boutique was developed for use in densely populated urban markets with a high concentration of condominium residences and high levels of pedestrian traffic. TBS Beer Boutique Concept: • An emphasis on premium brands and small pack sizes desired by urban customers • Toronto Liberty Village Pilot Location opened in 2011 • Potential rollout to other urban locations 5 TBS 2010 Operational Report Improving the Customer Experience Our Values – Our Service Improving the Customer Experience, cont’d Single-serve Selection TBS continued to expand its selection of product offerings in the fast growing single-serve segment in 2010. Twelve brewers added twenty single-serve brands to their TBS portfolios in 2010 and dedicated single-serve coolers were added to 153 additional locations bringing the total number of TBS stores with dedicated singleserve coolers up to 258. Single-serve Selection • 110 brands • Available at 258 TBS stores • 28.6 % growth in sales in 2010 Expanded Hours of Operation TBS also adopted new strategies to better match store hours to consumer demand. In 2010 Sunday shopping hours were extended at 150 of our stores during the summer months to increase accessibility during this peak beer sales period. Store closing hours were also extended to 11 PM on Friday and Saturday nights at 42 busier locations to provide customers with greater shopping convenience. Gift Cards New programmable gift cards were introduced in 2010 to replace paper based gift certificates. • A great way to give the gift of beer • Also exploring technology to enable on-line reloading of cash to the gift card. 6 TBS 2010 Operational Report IImproving i th the C Customer Experience Our Values – Our Service Connecting with Consumers With the explosion of new technologies and social media, the business of communicating about your business with customers has changed dramatically in the last decade. In response to this trend TBS continues to evolve its internet and interactive media presence and offerings by constantly seeking out new ways to offer consumers more options to learn about The Beer Store, beer products and beer culture. TBS’s Bmail newsletter contains articles about TBS contests, responsible hosting and beer recipes, yum! TBS Website Redesign • More accessible information about beer, TBS promotions, store locations, brands, etc. • Over 1 million hits per month • TBS Beer Blog, Twitter and Facebook applications also available Other Beer Store Information • Beer store apps for smart phone users • Chill Magazine available in-store and on-line • Digital in-store displays and modernized store layouts 7 TBS 2010 Operational Report Improving the Customer Experience Environmental Performance: Deposit Return: Driving the Green Economy The Beer Store is one of North America’s greenest retailers. It may be the only retailer that takes back more consumer packaging than it sells. But collecting and recycling containers and packaging is just part of the story. The TBS deposit return system ensures that collected materials drive green economic activity and jobs in Ontario – sorting collected materials at the point of return helps reduce contamination and maximizes both the value of collected recyclable materials and the associated energy and pollution reduction benefits. In many respects, the closed-loop TBS deposit return system closely mimics the operation of natural eco-systems. A maximum amount of material is either re-used within existing processes (e.g. the refillable beer bottle), or in the case of recycled material, re-metabolized for use in other processes and materials – a minimal amount of material ends up as waste. All materials are separated by type at the point of collection which minimizes cross material contamination (e.g. plastics in glass, glass in aluminum etc.). Glass containers are also colour sorted when collected which ensures Materials Composition2 that virtually all of the collected glass can be directed toward high-end recycling uses such as making new glass bottles from used and recycled glass bottles, or in the manufacture of fiberglass insulation. Curbside Collection System: 4.7 % metal (aluminum and steel) 57.1 % paper 21.4 % cardboard and paper based packaging 6.6 % mixed plastics 9.6 % glass (mixed colours) 0.6 % polycoat TBS Glass Cullet 99 % Green Glass < 1% paper < 1 % metal Glass and other materials collected in singlestream curbside recycling systems (i.e. systems where all collected material is comingled in the collection vehicle and separated later at a sorting facility) have to be separated after those materials are collected. The resulting materials (e.g. aluminum, plastic, glass cullet, etc.) have higher material contamination levels than those associated with deposit return systems. With respect to glass, most of the glass cullet generated through curbside collection systems is not high enough in quality to be utilized for clear glass bottle remanufacturing. In Ontario much of the glass collected in the Blue Box is directed toward use as asphalt filler and some of it ends up in landfills. 2 Source for blue box percentages: Highlights of the 2010 Datacall Residential Blue Box Materials 2010. 8 TBS 2010 Operational Report Environmental Performance Environmental Performance: Deposit Return: Driving the Green Economy, cont’d Ensuring better recycling outcomes is not only good for Ontario’s recycling economy, but higher-value recycling, as an examination of Owens-Illinois makes clear, also generates greater environmental benefits. Driving the Green Economy: Owens-Illinois Glass Manufacturing Owens-Illinois (O-I) is the world’s largest glass container manufacturer, with revenues of $6.6 billion in 2010 and more than 24,000 employees at 80 plants in 21 countries. The company’s Brampton plant is an important end-user of material recovered by TBS through the Ontario Deposit Return Program (ODRP) for wine and spirit containers and the TBS deposit system for beer containers and packaging. O-I’s Brampton plant employs 375 people and manufactures the refillable standard bottle used by the Canadian brewing industry as well as recyclable single-use beer, cooler, wine and spirits bottles used by Ontario beverage alcohol producers. The TBS and ODRP deposit return programs provide O-I Brampton with a consistent supply of high-quality recyclable glass cullet. Using recycled glass as a material input to O-I’s manufacturing process results in fewer emissions and greater energy efficiency. Using recycled glass also avoids the environmental impact of extracting, transporting and processing the raw materials needed to make virgin glass. A Life Cycle Assessment published by O-I in 2010 established that increasing the use of recycled glass in the manufacturing process by 10 percent reduces carbon emissions by approximately five percent and leads to energy savings of about three percent. Impact of ODRP on Ontario Glass Cullet Supply The ODRP program generated a significant increase in the quantity of glass containers collected for recycling in Ontario. For the reasons noted above, it also dramatically increased the quality of glass cullet available for remanufacturing processes. Prior to the implementation of the ODRP program, O-I had to import glass cullet from other jurisdictions to support its Ontario glass manufacturing production. Following ODRP, O-I’s Ontario plant was able to increase its purchases of local glass cullet and increase the use of recycled glass cullet in its manufacturing 9 TBS 2010 Operational Report Environmental Performance Environmental Performance: Deposit Return: Driving the Green Economy, cont’d operations. Both of these developments contributed to reduced energy use by O-I. Transportation fuel use associated with O-I’s cullet supply chain was reduced and the energy and emissions benefits of utilizing higher recycled glass content in its manufacturing processes were increased. With ODRP, Ontario is now a net exporter of glass cullet to other jurisdictions. The improved recycling outcomes generated by ODRP directly supports jobs and investment here in Ontario. With a reliable source of locally procured high-quality recyclable materials, the companies that rely on quality glass cullet for manufacturing, such as Ontario’s glass and fiberglass manufacturers, are well positioned to compete in the North American marketplace. THE QUALITY OF TBS COLLECTED MATERIALS ENSURES HIGHER-VALUE RECYCLING USES AND GENERATES ENHANCED ENVIRONMENTAL BENEFITS TBS 2010 Operational Report 10 Environmental Performance Environmental Performance: Deposit Return: Driving the Green Economy, cont’d A. Packaging Report TBS Containers Sales and returns summary April 25, 2010-April 24, 2011 Sales Container Type Recovery y Rate TBS LCBO Total Returns 2009-2010 2010-2011 All Glass Bottles (Refillable & Non-Refillable) 1,192,295,760 147,449,769 1,339,745,529 1,333,409,339 98.8% 99.5% Refillable Bottles 1,065,532,692 103,193,140 1,168,725,832 1,166,698,937 100% 99.8% Non-Refillable Bottles 126,763,068 44,256,629 171,019,697 166,710,402 91% 97% Metal Cans 386,251,313 169,345,184 555,596,497 444,551,287 82% 80% 1,397,799 - 1,397,799 1,406,707 101% 101% 126,533 18,218 144,751 764 1% 1% 1,580,071,405 316,813,171 1,896,884,576 1,779,368,097 95% 94% Kegs PET Bottles TOTAL (by units) Note: TBS containers include provincial sales of all beer brands and containers that are sold by TBS including sales of those containers through other channels such as licensees, LCBO stores, agency stores and TBS Retail Partner outlets. Beer products sold exclusivelyy byy the LCBO are included as ODRP containers below. TBS 2010 Operational Report 11 Environmental Performance Environmental Performance: Deposit Return: Driving the Green Economy, cont’d ODRP Containers Sales and returns summary April 25, 2010-April 24, 2011 Container Type Sales (tonnes) Returns (tonnes) 2009-2010 2010-2011 GLASS 267,938,408 217,945,184 80% 81% PET 27,343,988 13,139,793 53% 48% TETRA/BIB 7,940,166 2,519,916 33% 32% CANS* 59,897,221 47,742,519 82% 80% Total 363,119,783 281,347,412 77% 77.5% Secondary Packaging Sales and returns summary TBS (tonnes sold) 2010-11 LCBO (tonnes sold) 2010-11 Recovered (tonnes) 2009-10 Recovered (tonnes) 2010-11 Corrugated/ Boxboard 21,335 3,182 26,090 24,720 Metal 2,609 659 156 286 Plastic 380 74 390 590 Packaging Type Note: Secondary packaging sold by TBS and the LCBO refers to secondary packaging associated with TBS-listed beer products only. Recovered packaging includes any TBS or ODRP related packaging that is returned with containers to TBS. Secondary packaging associated with sales of ODRP containers by LCBO and Ontario winery retail stores is not currently available. TBS 2010 Operational Report 12 Environmental Performance Environmental Performance: Deposit Return: Economic and Environmental Benefits B. Energy and GHG Savings For each and every beverage alcohol container recovered by TBS, energy is conserved and emissions related to new container manufacturing are reduced. Re-use and recycling avoids having to extract virgin resources, use energy, and generate pollution. When one considers re-using 1.17 billion bottles, and recycling 893 million single use beverage alcohol containers each year in Ontario, the environmental savings are remarkable. TBS & ODRP Avoided GHG Emissions and Avoided Energy Consumption Clear Coloured Glass Bottle Glass Bottle Recycling Recycling 2010-2011 Glass Re-use TOTAL Tonnes 282,785 58,724 109,233 7,765 286 912 459,705 Avoided GHG 107,458 6,460 6,008 75,010 340 3,320 198,596 1,922,938 98,656 119,064 678,350 3,606 77,803 2,900,417 Avoided Energy Aluminum Recycling Steel PET Total Diversion Energy Savings Bottle re-use is responsible for avoiding 1.9M gigajoules of energy annually, equivalent to the energy from 328,000 barrels of oil3, worth about $29.5 million in today’s oil prices4. In the case of non-refillable glass bottles, approximately two thirds of containers sold are recovered and recycled back into new bottles. Recycled bottles replace virgin raw materials which directly reduce greenhouse gases and other pollutants like nitrogen oxide emissions. Aluminum cans are compacted into bales and shipped directly to a smelter to melt and re-roll into new can sheet. Making aluminum can sheet from recycled-content uses only 5% of the energy required to make can sheet from virgin raw material, and avoids ten tonnes of greenhouse gas emissions for every tonne recycled5. Collectively re-using and recycling beverage alcohol containers last year avoided nearly 200,000 tonnes of greenhouse gas emissions, the same amount emitted from about 38,940 passenger vehicles each year. 3 One barrel of oil contains 5.86 GJ of energy. http://www.unitjuggler.com/energy-conversion.html 4 Based on a crude oil price of $90 per barrel. 5 See U.S. Environmental Protection Agency, Communicating the Benefits of Recycling at http://www.epa.gov/osw/conserve/tools/localgov/benefits. TBS 2010 Operational Report 13 Environmental Performance Environmental Performance: Lights Out: Energy Conservation TBS considers retail locations (437) and distribution centres (8) as part of its larger Sustainable Materials Management program. For several years TBS management and individual employees have participated on an “Energy Team” dedicated to researching, testing and introducing initiatives aimed at reducing TBS energy consumption. TBS has been recognized for outstanding achievement in energy use reduction by retrofitting existing buildings with R-30 roofs, installing programmable thermostats and heater timers, switching to energy efficient lighting, and replacing large hot water tanks with smaller, more efficient models. In 2010 this work continued, with lighting energy audits conducted at 145 retail locations, and lighting retrofits completed at 94 stores under the Ontario Power Authority’s Power Savings Blitz program. TBS also upgraded roofing insulation at nine existing stores and installed energy efficient hot water tanks at a similar number of locations. TBS continues to implement and research better ways to keep its customers’ beer cold. At three retail locations, refrigeration units were replaced with smaller, more efficient systems that will lower refrigeration related energy consumption by 60%. A “No Cool” pilot project was implemented at 32 stores to keep beer cold utilizing outside air for a period of four weeks with no refrigeration – and will enable TBS to optimize the use of outside air for cooling purposes going forward. TBS also co-partnered with Dupont in testing a new refrigerant at its store located in Milton. The new refrigerant will be used in TBS stores going forward as it generated a 6 to 8% energy savings in its test trial. TBS also implemented further efficiency initiatives with respect to its distribution fleet. Fifty trucks had dry batteries installed to enable the operation of rear lift gates without running the truck’s engine. The initiative will save approximately 1,500 litres of fuel each week. TBS also completed installation of GPS tracking technology in all delivery vehicles in 2010. This technology enables TBS to drive efficiencies in fuel consumption both through improved route design and the monitoring of idling and driving practices. In short, 2010 was another year where TBS continued to deliver on its commitment to improve environmental performance in every aspect of its operations. TBS 2010 Operational Report 14 Environmental Performance Our Commitment to Responsible Service At TBS responsible service is practised in a number of ways. First and foremost a number of operational policies have been enacted to ensure that minors and intoxicated individuals are not served at our stores. Responsible Sales Policies • Request ID from anyone who appears 25 or under • Refuse service to anyone who appears intoxicated • Refuse service to individuals who appear to be purchasing for minors or intoxicated individuals • Annual responsible service training for all sales staff • Mystery shop program to ensure compliance with policies • Store level responsible service results incorporated into store manager performance reviews NO OF CUSTOMERS REFUSED SERVICE: 120,000 NO OF CUSTOMERS ASKED FOR AGE IDENTIFICATION OR CHALLENGED FOR INTOXICATION: 4.2 MILLION TBS CUSTOMER CHALLENGES LAST FIVE YEARS: 20.8 MILLION It is also important that customers enjoy beer responsibly. To that end TBS incorporates responsible service messaging into virtually all of its marketing initiatives. Responsible Service Messaging g g • In-store posters (all stores)) • Party planning brochures • Website hosting guides • Chill magazine features • Bmail • Media advertising • Partnership with Arrive Alive Drive Sober TBS 2010 Operational Report 15 Our Commitment to Responsible Service A Community Based Retailer TBS’s principal charitable fundraising initiative, Returns for Leukemia, is operated in partnership with United Food and Commercial Workers Local 12R24 (the union representing TBS employees), and has been operating for 5 consecutive years. In 2010, fundraising through this initiative surpassed the $1 million dollar mark for the first time. TBS stores and employees also participated with dozens of other community groups and charitable organizations across Ontario to raise awareness of, and funding for, important community and charitable causes. The funds raised with those initiatives when combined with amounts raised through Returns for Leukemia totalled $1.5 million in 2010. “On behalf of the 90,000 Canadians affected by blood cancer, I want to extend a huge thank you to UFCW Local 12R24, The Beer Store and everyone who so generously donated their time and money.” Nancy Allen, President Returns for Leukemia • UFCW Local 12R24 – TBS Partnership • Province-wide May 29th – 30th Bottle Drive The Leukemia & Lymphoma Society of Canada • 2,300 Volunteers • 437 Stores • $1.065 Million in Donations and Donated Deposits Other TBS Community and Charitable Initiatives • $92,000 for Ontario Legions • Red Shirt Fridays (support for Canadian troops) • $78,000 for Red Cross • Dozens of local or store led initiatives (e.g. $6,500 for Terry Fox Foundation in Sudbury) • $77,000 for Rogers House (Ottawa Hospice) • $50,000 for the Conservation Council of Ontario • $60,000 for Arrive Alive DRIVE SOBER Note: The aforementioned funds are not provided by TBS, but raised independently through fundraising initiatives.. TBS 2010 Operational Report 16 A Community Based Retailer Employee Health and Safety In 2010, TBS continued to place a strong emphasis on employee health and safety. Through monitoring and an ongoing commitment to continuous improvement TBS’s health and safety culture is evolving in a positive way. Employees understand that maintaining a safe work environment is everyone’s responsibility. TBS expects every employee to go home as healthy as when they arrived. TBS continues to promote health and safety through a growing training portfolio. Through traditional training sessions held across the province to e-learning, employees are receiving critical health and safety information on a regular basis. With the heightened awareness of musculoskeletal disorders (MSDs), TBS partnered with other industries to create the Soft Tissue Council. The Council’s mandate is to promote and foster the adoption and sharing of industry best practices and the reduction of soft tissue injuries. It has positioned TBS for continued success. In 2010 TBS piloted equipment that will assist in mitigating these types of injuries. The Beer Store’s Provincial Joint Health and Safety committee is another key initiative designed to improve employee health and safety. Managers and union executives meet regularly to identify health and safety concerns and resolve related problems. The committee is a fundamental part of TBS’s overall health and safety program. TBS, like a number of companies, also solicits feedback from employees on areas where employees feel the company is performing well and identifying areas that could be improved. Health and safety ranked in the number one position in 2010 on the TBS Employee Engagement Survey as a company strength. It is an encouraging message that TBS is on the right track when it comes to this important issue. Lost Time Accident Frequency 2010 2003 2004 2005 2006 2007 2008 2009 YTD 2010 20.00 15.00 10.00 5.00 0.00 19.32 TBS Logisitics 9.59 TBS Total Company 5.41 TBS 2010 Operational Report 17 2.19 2.21 1.66 1.42 2.20 1.50 TBS Retail Employee Health and Safety The Year in Beer Sales I. Product Selection The primary goal at TBS is to become the “Ultimate Source for Beer”. TBS is a unique retailer with an open listing policy meaning that any brewer in the world that wants to sell in the system can do so. TBS stocks 346 brands from 89 brewers from around the world. TBS Brewer Facts: TBS Brand Distribution by Brewer Type Total number of Brewers ........... 89 Ontario based Brewers ............. 27 33% IMPORT Small Ontario Brewers6............. 21 Out-of-Province Brewers7 ........... 7 35% ONTARIO Import Brewers ........................ 56 Brewery Countries of Origin ...... 25 19% ONTARIO SMALL BREWER WER TBS stocks a wide assortment of beer products from brewers both large and small. Almost a fifth of TBS brands are produced by small Ontario brewers and 46% of the brands available are produced outside of Ontario by both large and small breweries from around Canada and the rest of the world. 13% OUT-OFPROVINCE TBS OPEN LISTING POLICY: ANY BREWER IN THE WORLD CAN SELL BEER IN OUR STORES 6 Refers to Ontario brewers selling at The Beer Store whose products, based on TBS sales estimates, are subject to lower taxes under the Alcohol Gaming Regulation and Public Protection Act, 1996 or eligible for the small beer manufacturers tax credit under the Taxation Act. 7 Out-of-province Brewers refers to Canadian brewers whose majority of TBS sales volume is supplied from breweries located in provinces other than Ontario. TBS 2010 Operational Report 18 The Year in Beer Sales The Year in Beer Sales II. Sales by Brewer Category TBS 2010 Volume Sales Trends: TBS Volume Sales 2006 to 2010 7,500,000 hectolitres 800,000 hectolitres 7,250,000 7,000,000 600,000 6,750,000 2010 2009 2008 2007 6,250,000 400,000 2006 6,500,000 6,000,000 200,000 total domestic import • Total TBS beer volume up 0.1% • Domestic beer volume up 0.1% • Import beer volume down 0.5% • Regional brewer volume up 6.7%8 • Ontario small brewer volume up 8.6% Overall beer volume sales at TBS were relatively flat in 2010 with a slight increase in domestic volume and a slight decrease in import volume. 2010 marked the first year since TBS began selling import beer in 1993 that import beer volume declined. Both regional brewers and Ontario small brewers outperformed general sales trends in TBS in 2010, increasing sales by more than the general increase in domestic sales. While sales in both these categories have fluctuated in recent years, the 2010 increase is consistent with the long-term volume growth associated with both these categories. TBS Sales - Regional Brewers TBS Sales - Ontario Small Brewers 2010 2010 2009 2009 2008 2008 2007 2007 2006 2006 340,000 360,000 380,000 400,000 420,000 hectolitres 0 20,000 40,000 60,000 hectolitres 8 Regional brewer refers to out-of-province brewers and non-owner Ontario brewers that are too large for their products to be eligible for reduced taxes under the Alcohol and Gaming Regulation and Public Protection Act, 1996 and other Ontario government small beer manufacturer tax credits (i.e. Ontario brewers with an annual production of more than 150,000hl annually). TBS 2010 Operational Report 19 The Year in Beer Sales The Year in Beer Sales II. Sales by Brewer Category, cont’d Five-Year Sales Trends: 2006 to 2010 Change in TBS volume sales by Brewer Category: 2006 to 2010: Since 2006, TBS sales trends have been characterized by growth in the import, regional brewer and Ontario small brewer categories. 24.2% 20% Import beer which accounted for 8.2% of sales in 2006 now accounts for 9.5% of TBS sales. Domestic beer market share has dropped from 91.8% to 90.5% during the same period. 14.6% 15% 10% 5.3% 5% 0% Despite an overall decline in domestic beer sales, both regional breweries and Ontario small breweries have exhibited volume growth over the last five years with Ontario small breweries posting volume growth in excess of both regional breweries and import brewers. TBS 2010 Operational Report -0.7% Total 20 -2.1% Domestic Import Regional Ontario Small Brewers The Year in Beer Sales The Year in Beer Sales Total TBS Sales Value* III. Sales by Value and Beer Prices $2,650,000 (000s) Total TBS sales value (excluding sales taxes but including deposit), increased approximately $38 million in 2010 or by 1.4%. The bulk of this increase is due to provincial tax adjustments associated with implementation of the Harmonized Sales Tax (HST) that occurred on July 1, 2010.9 The sales figures for 2010 and 2009, therefore, are not directly comparable. $2,600,000 2010 2009 2008 2007 2006 $2,550,000 $2,500,000 * Figures exclude GST and Ontario Sales Tax but include deposit. Average TBS Home Consumer Selling Price Per Litre Including Sales Taxes (Excluding Deposits) $ 3.94 $ 3.93 $ 3.90 $ 3.88 3.82 $ $ 2006 2007 2008 $ $ 3.82 3.81 $ 3.92 3.83 $ 3.72 F2001 F2002 F2003 F2004 F2005 2009 2010 As can be seen from the above graph, average TBS home consumer prices increased slightly in 2010, rising by approximately 0.5%. This increase is primarily due to higher taxes on retail beer prices associated with HST implementation. Although implementation of HST on beer was done in a revenue neutral fashion, some tax load previously associated with sales taxes on beer sold in the licensee (bar and restaurant) channel (approximately $17 million on an annual basis), was transferred to commodity taxes on beer sold in the retail channel. In 2010, this transfer was equivalent to approximately $.02 per litre or the amount of the increase experienced in TBS home consumer prices. TBS home consumer prices have increased by $.10 per litre since 2006 or just over $.80 per case of twenty-four bottles. Prices, however, remain lower than they were in fiscal year 2004 or fiscal year 2005. The highly competitive pricing environment at TBS is reflected in the 9 Implementation of the HST on July 1, 2010 lowered the provincial retail sales tax rate from 12% to 8% and the licensee sales tax rate from 10% to 8%. In order to implement these changes in a revenue neutral fashion, the province increased provincial commodity taxes on beer which are levied at the brewery level and built into the pre-sales tax price. As a result of this redistribution of tax load, 2010 pre-sales tax prices included a greater amount of tax than in years prior. TBS 2010 Operational Report 21 The Year in Beer Sales The Year in Beer Sales III. Sales by Value and Beer Prices, cont’d significant market share held by discount brands and the increased use of limited time offers and promotional pricing on mainstream and premium beer products. In fact, in the last 15 years, TBS inflation adjusted home consumer prices have actually declined. As the graph below indicates, average TBS home consumer prices, adjusted for inflation, are 12.7% less than they were in 2002 and 6.5% less than they were fifteen years ago. 2010 AVERAGE BEER PRICES ADJUSTED FOR INFLATION: 6.5% LESS THAN 1995 12.7% LESS THAN 2002 Change in Retail TBS Beer Selling Price in 1995 Dollars $ 3.40 $ 3.30 $ 3.30 $ 3.20 $ 3.10 $ 3.08 08 08 3.00 3 $ $ 2.88 8 $ 2,90 $ 2.80 $ 2.70 $ 2.60 2010 2009 2008 2007 2006 F2005 F2004 F2003 F2002 F2001 F2000 F1999 F1998 F1997 F1996 F1995 Average TBS Home Consumer Beer Price Per Case in 1995 Dollars 1995 $25 $25.21 21 TBS 2010 Operational Report 2002 $27 $27.01 01 22 2010 $ $23.57 The Year in Beer Sales The Year in Beer Sales IV. TBS Sales by Channel TBS is both a retail and wholesale business. As the following table indicates, TBS operates 437 stores in an Ontario beverage alcohol system that includes 1,303 outlets where beer can be purchased. Ontario Retail Beer Outlets10 2006 2007 2008 2009 2010 TBS Stores 441 440 438 436 437 LCBO Stores 598 601 604 607 611 LCBO Agency Stores & TBS Retail Partners 194 215 216 216 216 On-site Brewery Stores 38 39 39 39 39 1,271 1,295 1,297 1,298 1,303 Total Home Consumer Volume Sales Trends: TBS Home Consumer Volume Sales 2010 2009 2008 2007 2006 5,000,000 hectolitres 4,750,000 • 2010 volume declined by 48,000 hl or 1% less than 2009 4,500,000 • 2010 volume declined 2% over five years (since 2006) 2010 was the third straight year that TBS home consumer sales declined. TBS home consumer sales represented 64% of TBS sales in 2010. 4,250,000 4,000,000 10 Store numbers for LCBO Stores and On-site Brewery stores for all years and Retail Partner and Agency store numbers for 2006 are from LCBO Annual Reports for March 31st of that year. TBS store numbers for all years and Retail Partner and Agency store numbers for 2007, 2008, 2009 and 2010 are from TBS data as of December 31st for that year. TBS 2010 Operational Report 23 The Year in Beer Sales The Year in Beer Sales IV. TBS Sales by Channel, cont’d TBS Wholesale Sales TBS Licensee Sales In addition to selling beer to the public through its retail stores, TBS also distributes beer to LCBO stores, Agency stores and TBS Retail Partner stores as well as 9,700 licensed bars and restaurants. 2010 2010 A number of long-term trends continued in 2010 with a decline in licensee sales volumes and increased sales to both LCBO outlets and Agency and Retail Partner stores. TBS draught licensee sales exceeded packaged sales volume for the first time in several years. 2007 2007 TBS Wholesale Volume Sales Trends: Packaged Draught 20 2009 009 2008 2008 2006 20 06 0 200,000 200 000 400 400,000 000 600,000 600 000 800,000 800 hectolitres TBS Retail Partner/Agency Sales • Overall wholesale sales in 2010 increased by 51,600hl or 2.0% 2010 2009 • Total licensee sales declined by 48,100hl or 3.4% 2008 • Licensee packaged beer sales declined by 45,000hl or 6.3% 2007 • Licensee draught beer sales declined by 3,100hl or 0.4% 2006 0 • Sales to LCBO increased by 85,600hl or 10.8% • Agency Store/Retail Partner sales increased by 14,100hl or 4.4% 100,000 200,000 300,000 400,000 hectolitres TBS LCBO Sales 2010 2009 2008 2007 2006 0 TBS 2010 Operational Report 24 200,000 400,000 600,000 800,000 hectolitres The Year in Beer Sales The Year in Beer Sales IV. TBS Sales by Channel, cont’d TBS Percentage Sales by Channel 2006 2007 2008 2009 2010 Home Consumer 64.8% 64.9% 64.6% 64.7% 64.0% Licensee 21.6% 20.8% 20.4% 19.4% 18.8% LCBO 9.1% 9.6% 10.1% 10.8% 12.0% Retail Partner/Agency 3.7% 4.0% 4.2% 4.4% 4.6% Other 0.7% 0.7% 0.7% 0.7% 0.7% Total 100.0% 100.0% 100.0% 100.0% 100.0% TBS 2010 Operational Report 25 The Year in Beer Sales Beer Tax Contributions Ontario beer taxes were subject to a number of changes in 2010 due to the implementation of the Harmonized Sales Tax (HST) on July 1, 2010. As can be seen from the table below, Ontario sales tax rates on beverage alcohol sales were lowered when Ontario implemented the HST in cooperation with the federal government. The provincial retail alcohol sales tax of 12% was lowered to the HST provincial portion of 8% and the provincial 10% sales tax on alcohol sales in bars and restaurants was also lowered to the HST provincial rate of 8%. To implement these changes in a revenue neutral fashion, the provincial government increased the basic beer tax on packaged beer from $.5555 per litre to $.6975 per litre. The government also increased its basic beer tax on draught beer by an equal amount. In conjunction with HST implementation, the provincial government also changed the way it collects taxes on beer sales through TBS and on-site brewery stores. On July 1, 2010, the previous system of collecting provincial revenues on beer through a set of manufacturer licensing fees levied by the Alcohol and Gaming Commission of Ontario under the authority of the Liquor Licence Act were eliminated and replaced with a new system of beer commodity taxes which are levied at the point-of-sale to the consumer. The new commodity taxes are now collected by the Ontario Ministry of Finance under the authority of the Alcohol and Gaming Regulation and Public Protection Act, 1996. TBS collects these taxes from consumers and remits them to brewers who then submit payments to the Ministry of Finance.11 Federal and Provincial Beer Taxes (2010) Rates Before July 1, 2010 Rates After July 1, 2010 $.3122/litre $.3122/litre Basic Fee/Tax (Packaged)12 $.5555/litre $.6975/litre Volume Levy $.176/litre $.176/litre $0.0893/container $0.0893/container Federal Goods and Services Tax 5 percent 5 percent Provincial Sales Tax 12 percent 8 percent Provincial Licensee (Bars and Restaurants) 10 percent 8 percent Federal Excise Tax Provincial Beer Commodity Taxes* Environmental Levy (non-refillable containers) Sales Tax (HST 13 %) 11 In 2010 beer commodity taxes were paid to the then Ministry of Revenue. This Ministry was merged into the Ministry of Finance following the 2011 election. 12 The provincial basic fee for draught beer (beer sold in containers of 18 litres or larger) was $.4055 per litre prior to July 1, 2010 and $.5475 per litre after July 1, 2010. TBS 2010 Operational Report 26 Beer Tax Contributions Beer Tax Contributions, cont’d Tax Examples by Price Point – After July 1, 2010 Retail Price Federal Tax Provincial Tax (excluding deposit) (as a % of price) Total Tax (as a % of price) (as a % of price) 24-Discount Bottles at Minimum Social Reference Price $26.40 14.1 % 34.2 % 48.3 % 24-Bottles at Average TBS Home Consumer Per Litre Price $32.10 12.4 % 29.3 % 41.7 % 24-Cans at Top Ten Brand Price $36.55 11.7 % 33.3 % 45.0 % 24-Bottles Premium Priced Import Beer $43.55 10.1 % 27.9 % 38.0 % 24-Bottles Ontario Small Brewery (producing 15,000 hl annually) $41.55 6.4 % 14.4 % 20.8 % Government tax rates ranged from 48.3 per cent on discount beer selling at the minimum social reference price to around 38 per cent for premium products. Government tax rates also vary by brewery size.13 Ontario small brewers are subject to tax rates between 20 and 25 percent of retail price depending upon their selling price and their annual sales volumes. The total beer commodity tax contribution associated with beer sales in Ontario in 2010 was approximately $1.6 billion. Of this, the province collected approximately $1,130 million, while the federal government generated approximately $474 million. 2010 Per Litre Beer Tax Ontario $0.87 13 In Ontario any beer produced by a brewer whose worldwide annual production is less than 50,000 hl is subject to a basic fee that is $.4999 less per litre than the rate applied to regular beer products. This reduced rate generates a tax benefit of over $4.00 per case up to a maximum of $2.5 million per brewer. Ontario brewers producing between 50,000 and 150,000hl annually are eligible for a small beer manufacturer tax credit under the Taxation Act. Brewers producing between 50,000 and 75,000hl annually are eligible for $2.5 million in tax credits. Brewers producing between 75,000 and 150,000hl annually are eligible for tax credits which decline proportionately as the brewery size increases (from $2.5 million at 75,000hl to zero at over 150,000hl – a brewer halfway between 75,000 and 150,000hl (112,500hl) therefore would receive $1.25 million in tax credits). TBS 2010 Operational Report 27 Beer Tax Contributions Beer Tax Contributions, cont’d Ontario Taxes Collected on Beer Sales (2010) (All figures based on estimates) Government Revenues Associated with TBS Beer Sales14 2010 Provincial Commodity Taxes $548.5 Million Federal Excise Taxes $199.7 Million Goods and Service Tax (Federal portion of HST) $113.5 Million Provincial Sales Tax (Provincial portion of HST) $167.4 Million Total Government Beer Taxes Associated with TBS Sales $1,029.1 Million Other Government Beer Tax Revenues (LCBO Sales, On-site beer stores, licensee sales)15 2010 Provincial Commodity Taxes $173.6 Million Federal Excise Taxes $55.6 Million Retail GST (Federal ( p portion of HST)) $37.7 Million Retail PST (Provincial portion of HST) $62.7 Million GST on Licensee Resale (Federal portion of HST) $67.8 Million PST on Licensee Resale (Provincial portion of HST) $177.5 Million Non-TBS Total $574.9 Million Total Ontario Beer Commodity and Sales Taxes $1,604 Million Note: In the case of imported and domestic beer sales through the LCBO, provincial commodity taxes on beer are collected by the LCBO as equivalent LCBO mark-ups. In the case of domestic beer sales, as noted above, the government changed the collection mechanism for beer taxes on sales through The Beer Store and on-site brewery stores on July 1, 2010. These pre-collected consumer taxes are collected by brewers and remitted to the Ministry of Finance. Tax estimates do not include any adjustment for provincial small brewery tax reductions or reduced federal excise tax rates associated with a Canadian brewer’s first 75,000 hl of production (these amounts are not reported by provincial or federal governments). 14 Provincial commodity taxes include the basic beer tax, volume tax and environmental tax remitted by brewers to the Ministry of Finance related to TBS sales and LCBO mark-ups (equivalent to beer taxes) applied to imported beer sold to TBS. Federal excise taxes remitted include federal excise taxes collected related to TBS domestic and imported sales. Neither provincial commodity tax nor federal excise tax calculations include taxes collected on TBS sales to LCBO stores. Those taxes are included in Other Government Beer Tax Revenues. 15 Provincial commodity taxes include an estimate of revenues derived from the basic tax, volume tax and environmental tax, remitted by brewers regarding on-site store sales and direct deliveries to licensees plus LCBO mark-ups (equivalent to beer taxes) collected on LCBO retail domestic and imported beer sales (excludes LCBO wholesale sales to TBS). Licensee GST and PST estimates assume an average licensee price of approximately $4.50 per bottle and $5.00 per pint. Estimates for LCBO tax revenues are based on volumes from LCBO quarterly reports that cover calendar year 2010. TBS 2010 Operational Report 28 Beer Tax Contributions Brewers Retail Inc. Financial Statements December 26, 2010 TBS 2010 Operational Report 29 29 Audited Financial Statements PricewaterhouseCoopers LLP Chartered Accountants PO Box 82 Royal Trust Tower, Suite 3000 Toronto-Dominion Centre Toronto, Ontario Canada M5K 1G8 Telephone +1 416 863 1133 Facsimile +1 416 365 8215 February 28, 2011 Independent Auditors’ Report To the Shareholders of Brewers Retail Inc. We have audited the accompanying financial statements of Brewers Retail Inc., which comprise the balance sheet as at December 26, 2010 and the statements of operations and comprehensive loss and shareholders’ deficiency, and cash flows for the year then ended, and the related notes including a summary of significant accounting policies. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. TBS 2010 Operational Report 30 Audited Financial Statements Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Brewers Retail Inc. as at December 26, 2010 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles. Chartered Accountants, Licensed Public Accountants TBS 2010 Operational Report 31 Audited Financial Statements Brewers Retail Inc. Balance Sheet (in thousands of dollars) December 26, 2010 $ December 27, 2009 $ 51,120 50,942 5,862 39,988 146,472 1,346 244,788 4,625 31,741 140,575 1,897 229,780 137,433 12,822 120,450 1,745 517,238 140,705 14,122 112,377 5,529 502,513 210,667 92,356 201,745 504,768 188,003 98,610 286,613 Asset retirement obligation 1,016 Deferred interest rate swap gain (note 10) 261 Senior unsecured notes net of current portion (notes 5 and 10) Accrued benefit liability (note 4) 98,878 604,923 1,006 887 205,529 94,863 588,898 Assets Current assets Cash and cash equivalents (note 7) Accounts receivable Brewers (note 8) Other (note 8) Inventories (note 2) Prepaid expenses and deposits Property and equipment (note 3) Future income tax assets (note 9) Accrued benefit asset (note 4) Interest rate swap instrument (note 10) Liabilities Current liabilities Accounts payable and accrued liabilities Brewers (note 8) Other Senior unsecured (notes 5 and 10) Shareholders’ Deficiency Capital stock (note 6) Deficit 385 (88,070) (87,685) 517,238 385 (86,770) (86,385) 502,513 Commitments and contingencies (note 7) Approved pproved by the Board of D Directors Director or TBS 2010 Operational Report 32 Director Audited Financial Statements Brewers Retail Inc. Statement of Operations and Comprehensive Loss and Shareholders’ Deficiency (in thousands of dollars) Year ended December 26, 2010 $ Year ended December 27, 2009 $ 291,624 58,700 350,324 293,364 56,033 349,397 322,317 17,786 10,221 350,324 321,550 17,625 10,222 349,397 - - 1,300 1,300 (192) 1,303 1,111 Net loss and comprehensive loss for the year (1,300) (1,111) Shareholders’ deficiency – Beginning of year (86,770) (85,659) Shareholders’ deficiency – End of year (88,070) (86,770) Revenue (note 1) Service charges (note 8) Other Expenses Operating (note 8) Amortization Interest (notes 5 and 10) Earnings before income taxes Provision for (recovery of) income taxes (note 9) Current Future TBS 2010 Operational Report 33 Audited Financial Statements Brewers Retail Inc. Statement of Cash Flows (in thousands of dollars) Year ended December 26, 2010 $ Year ended December 27, 2009 $ (1,300) (1,111) 17,786 (626) 1,300 10 23,753 (27,811) (272) 12,840 17,625 (626) 1,303 13 21,982 (29,804) 227 9,609 572 13,412 8,753 18,362 (13,964) 730 (13,234) (17,033) 96 (16,937) Increase in cash and cash equivalents during the year Cash and cash equivalents - Beginning of year Cash and cash equivalents - End of year 178 50,942 51,120 1,425 49,517 50,942 Supplemental information Interest paid 10,853 10,895 Cash provided by (used in) Operating activities Net loss for the year Add (deduct): Non-cash items Amortization Amortization of deferred interest rate swap gain Future income taxes Asset retirement obligation Employee future benefits Funding of employee future benefits (Gain) loss on disposal of assets Change in non-cash operating working capital balances (note 12) Investing activities Purchase of property and equipment (note 3) Proceeds on sale of property and equipment TBS 2010 Operational Report 34 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) 1 Summary of significant accounting policies The financial statements of Brewers Retail Inc. (the company) have been prepared in accordance with Canadian generally accepted accounting principles. The more significant accounting policies are as follows. General The company’s fiscal year-end is such that it falls on the Sunday closest to December 31 of each year. Accordingly, the fiscal 2010 period was for the year ended December 26, 2010. Revenue recognition Service charge revenue is primarily earned based on the volume of products distributed at rates determined annually. The difference, if any, between service charge revenue and costs and expenses incurred is allocated among the owner-breweries in accordance with the terms of the shareholders’ agreement and recorded as an adjustment to service charge revenue. The company purchases and distributes beer and related products in Ontario. Sales and cost of sales for the year totalled $2,663,658 (2009 - $2,625,681). Cash and cash equivalents Cash and cash equivalents include cash on hand and highly liquid investments with a maturity of less than three months from the date of acquisition. Short-term investments are recorded at cost plus accrued interest, which approximates fair value. Inventories Inventories of beer are valued at cost, which equals the selling price. Also included in inventories are returnable containers recorded at their recoverable deposit value and related products and dispensing equipment recorded at the lower of cost and net realizable value. Property and equipment Property and equipment are recorded at cost less accumulated amortization and any impairment loss. The company assesses property and equipment for recoverability whenever indicators of impairment exist. If the carrying value of the asset exceeds the estimated net recoverable amount of the asset, then an impairment loss is recognized to write the asset down to its fair value. Property and equipment are amortized over their estimated useful lives on a straight-line basis as follows: Buildings Leasehold improvements Machinery, equipment and technology Single aperture kegs Pallets TBS 2010 Operational Report 35 40 years over term of the leases 4 - 20 years 20 years 4 years Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) Income taxes Future tax assets and liabilities are recorded on the differences between the accounting carrying values of balance sheet assets and liabilities and the tax cost basis of these assets and liabilities based on substantively enacted tax laws and rates. The company reviews the valuation of its future tax assets annually and records adjustments to reflect the realizable amount of its future tax assets. Use of estimates The preparation of these financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ from those estimates. Employee future benefits The company provides pension benefits to its employees through various defined benefit pension plans. The cost of pension benefits earned by employees covered under defined benefit plans is determined using the projected benefit method pro-rated on service. Past service costs are amortized over the average remaining service life of active employees. Any excess of the net actuarial gain (loss) over 10% of the greater of the benefit obligation and the fair value of plan assets is amortized commencing in the following year over the average remaining service life of active employees. The cost of post-employment benefits other than pensions is recognized on an accrual basis over the estimated working lives of the employees. Asset retirement obligation The company follows The Canadian Institute of Chartered Accountants (CICA) Handbook Section 3110, Asset Retirement Obligations, which establishes standards for the recognition, measurement and disclosure of liabilities related to statutory, contractual or legal obligations of retiring property and equipment. For the company, asset retirement obligations arise in respect of certain properties. These obligations are initially measured at fair value and are adjusted for any changes resulting from age, and any changes to the timing or the amount of the original estimate of undiscounted cash flows. The asset retirement cost is capitalized as part of the related assets and is amortized into earnings over time. Derivatives Derivatives are carried at fair value and are reported as assets where they have a positive fair value to the company and as liabilities where they have a negative fair value to the company. The change in fair value during the year is recorded in the statement of operations. At December 26, 2010 and December 27, 2009, the only derivatives outstanding were interest rate swaps. This derivative is a Level 2 measurement item for the determination of fair value, based on information regarding interest rates obtained from a major financial institution. TBS 2010 Operational Report 36 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) New accounting policies As required by the CICA, on January 1, 2010, the company adopted the amendments to CICA Handbook Section 1506, Accounting Changes, which was established to exclude changes in accounting policies upon the complete replacement of an entity’s primary basis of accounting. There was no effect on the financial statements. 2 Inventories December 26, 2010 December 27, 2009 $ $ Beer Returnable containers Related products Dispensing equipment Keg repair materials 142,090 2,320 691 1,347 24 146,472 136,890 2,530 681 437 37 140,575 3 Property and equipment December 26, 2010 December 27, 2009 Land Buildings Leasehold improvements Machinery, equipment and technology Single aperture kegs Pallets Cost $ Accumulated amortization $ Net $ Net $ 8,135 111,303 80,479 99,398 47,810 55,143 65,452 8,135 63,493 25,336 33,946 8,145 63,783 25,271 37,347 18,206 7,458 324,979 15,708 3,433 187,546 2,498 4,025 137,433 2,985 3,174 140,705 During the year, property and equipment were acquired at an aggregate cost of $14,972 (2009 - $17,620), of which $1,008 (2009 - $2,947) is included in other payables and accruals. 4 Employee future benefits The company has a number of defined benefit and defined contribution plans providing pension and other retirement and post-employment benefits to most of its employees. TBS 2010 Operational Report 37 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) Information about the company’s defined benefit and defined contribution plans in aggregate, based on a September 30, 2010 measurement date, is as follows: Pension benefit plans Other benefit plans December 26, 2010 December 27, 2009 $ $ December 26, 2010 December 27, 2009 $ $ Fair value of plan assets Accrued benefit obligation Net liability Unamortized past service (costs) gain Unamortized actuarial (loss) gain 553,060 651,187 (98,127) 32,057 531,517 586,999 (55,482) 42,507 78,949 (78,949) (3,982) 72,286 (72,286) 371 186,520 125,352 (15,947) (22,948) Accrued benefit asset (liability) 120,450 112,377 (98,878) (94,863) The company is in compliance with all contribution regulations within the Pension Benefits Act (Ontario) and the terms of each plan. The assets of the pension benefit plans are allocated between equity securities (62%) and debt securities (38%). Other information about the company’s defined benefit plans is as follows: Pension benefit plans Other benefit plans December 26, 2010 December 27, 2009 $ $ December 26, 2010 December 27, 2009 $ $ Net expenses Company contributions Benefits paid 15,992 24,021 31,846 13,821 26,016 29,080 7,814 3,799 3,834 8,161 3,788 3,788 The significant actuarial assumptions adopted in measuring the company’s accrued benefit obligations are as follows: Year ended December 26, 2010 % Discount rate Long-term rate of return on plan assets Rate of compensation increase - bargaining unit Rate of compensation increase - salary plan TBS 2010 Operational Report 38 5.35 7.25 2.00 Year ended December 27, 2009 % 6.00 7.50 2.00 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) For measurement purposes, an 8.5% annual rate of increase in the per capita cost of drugs and other medical benefits was assumed for fiscal 2011. The rate is assumed to decrease by 0.5% per year to a minimum of 5%. Brewers Retail Pension Plan for Salaried Employees Salaried employees are members of the Brewers Retail Pension Plan for Salaried Employees. Based on the latest actuarial valuation as at January 1, 2010, net assets of the plan were $205,767 and the present value of the accumulated benefits was $252,626. The company continues to remit contributions, as detailed in the valuation, in order to bring the pension plan to a fully funded position. Brewers Retail Pension Plan for Bargaining Unit Employees Based on the actuarial valuation of the Brewers Retail Pension Plan for Bargaining Unit Employees as at January 1, 2008, net assets of the plan were $341,636 and the present value of the accumulated benefits was $398,561. The company continues to remit contributions, as detailed in the valuation, in order to bring the pension plan to a fully funded position. 5 Senior unsecured notes Year ended December 26, 2010 $ Year ended December 27, 2009 $ Senior unsecured Series A notes, due June 15, 2011, interest payable quarterly at an annual rate of 7.5% 200,000 200,000 Fair value of senior unsecured notes 1,745 5,529 201,745 201,745 - 205,529 205,529 Less: Current portion The company issued $200,000 senior unsecured notes through a private placement that was completed on June 15, 2001. 6 Capital stock Authorized 197,700 first preference shares, eight dollars Series A, redeemable at one hundred dollars each 10,000 Class A shares, non-voting Unlimited Class C shares, non-voting, redeemable at one hundred dollars each contingent upon certain future events Unlimited Class D shares, non-voting, redeemable at one hundred dollars each contingent upon certain future events 1,000 common shares TBS 2010 Operational Report 39 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) Issued December 26, 2010 $ December 27, 2009 $ 100 93 92 100 385 100 93 92 100 385 10,000 Class A shares 612,236 Class C shares 916,590 Class D shares 1,000 common shares 7 Commitments and contingencies The company has commitments under operating leases for real estate, vehicles and equipment that require future minimum annual payments as follows: $ 2011 2012 2013 2014 2015 Thereafter 28,098 25,268 21,605 17,265 2,286 15,155 119,677 The company is a defendant in legal suits and disputes during its normal course of business and does not believe the ultimate resolution of these matters will result in any material liability. Included in cash and cash equivalents is $64 (2009 - $79) that has been pledged as collateral on letters of credit of up to $500. The company has a bank overdraft facility of up to $150 of which $nil (2009 - $nil) is outstanding. 8 Related party transactions and balances The company is owned by three breweries. The company carried out the following transactions in accordance with the terms of the shareholders’ agreement during the year and had balances at the end of the year with these entities as follows: TBS 2010 Operational Report 40 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) Year ended December 26, 2010 $ Service charge revenue Purchases of beer Operating costs charged to a sister company at cost Accounts receivable - Brewers Accounts receivable - Sister company Accounts payable and accrued liabilities - Brewers Year ended December 27, 2009 $ 216,685 2,361,620 219,972 2,338,199 4,403 5,862 415 210,667 3,626 4,625 321 188,003 These transactions were in the normal course of operations and were measured at the exchange value, which represents the amount of consideration established and agreed to by the related parties. 9 Income taxes Year ended December 26, 2010 $ Current income tax recovery Use of loss carry-forwards Temporary differences at Canadian enacted future tax rates averaging 25.00% (2009 - 26.94%) Total income tax expense for the year Year ended December 27, 2009 $ 3,300 (192) 2,603 (2,000) (1,300) 1,300 1,111 The balance sheet reflects future income tax balances related to differences between the accounting and tax bases of the company’s assets and liabilities. Future income tax assets as at December 26, 2010 arose on timing differences between accounting and tax values of $50,000 primarily for property and equipment, pension and post-employment benefit assets and obligations. 10 Financial instruments Fair value The company’s financial instruments are classified into the following categories: • cash and cash equivalents as held-for-trading, which are measured at fair value; • accounts receivable as loans and receivables, which are initially measured at fair value and subsequently at amortized cost; and • accounts payable and accrued liabilities as other financial liabilities, which are measured at amortized cost. TBS 2010 Operational Report 41 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) The estimated fair value of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximates their carrying value due to the relatively short-term nature of the instruments and/or due to the interest rates on the borrowing. The estimated fair value of the unsecured notes is $201,745 (2009 - $205,529), based on prevailing interest rates. Credit risk The company does not have significant concentrations of credit risk other than amounts receivable from shareholders. The credit risk associated with the interest rate swap agreement arises from the possibility the counterparty to one of these contracts will fail to perform according to the terms of the contract. Counterparties to the company’s interest rate swap agreement are major Canadian financial institutions that have been assessed as financially sound to support their obligations. Interest rate risk The company entered into interest rate swap contracts to manage the company’s current and anticipated exposure to interest rate risk. The company does not hold or issue derivative financial instruments for trading or speculative purposes. The company has $100,000 of interest rate swap agreements, which will terminate in 2011. Under these arrangements, the company received interest at 7.5% and paid interest at the three-month bankers’ acceptance rate plus 2.615%. The estimated fair value of the swap is $1,745 (2009 - $5,529) representing a net receipt to the company. This amount is recorded in the statement of operations. The interest rate swaps meet the criteria for hedge accounting under CICA Handbook Section 3865. Thus, neither the notional principal amounts nor the current replacement value of these outstanding interest rate swaps are carried on the balance sheet. As a result of entering into the $100,000 interest rate swap, on June 26, 2006, the previously held interest rate swaps were unwound and resulted in a gain of $3,131. This gain is being amortized over the remaining term of the debt. The amortization of $626 (2009 - $626) is reported net in interest expense. 11 Capital management The company’s capital consists of share capital and deficit. The company’s objectives in managing capital are to ensure adequate operating funds are available to maintain its business activities and to provide a cost-effective operation to its shareholders. Additionally, the company aims to ensure sufficient liquidity to support its stores, execute its business plans and enable the internal financing of capital projects. Due to fluctuations in interest rates, the company is exposed to interest rate risk as described in notes 1 and 10. The company employs a partial hedging strategy to manage the interest risk on its long-term debt. TBS 2010 Operational Report 42 Audited Financial Statements Brewers Retail Inc. Notes to Financial Statements December 26, 2010 (in thousands of dollars) The company’s primary uses of capital are to finance non-cash working capital along with capital expenditures for new store additions, existing store renovation projects, information technology software and hardware purchases and equipment purchases. The company currently funds these requirements out of its internally generated cash flows. The company is not subject to any externally imposed capital requirements. There has been no change with respect to the overall capital risk management strategy during the year. 12 Change in non-cash operating working capital balances Year ended December 26, 2010 $ (Increase) decrease in accounts receivable Brewers Others Increase in inventory Decrease (increase) in prepaid expenses Increase in accounts payable and accrued liabilities Brewers Other (note 3) Decrease in income taxes payable Year ended December 27, 2009 $ (1,237) (8,247) (5,897) 551 1,767 (4,878) (7,979) (403) 22,664 (7,262) - 16,635 3,803 (192) 572 8,753 13 Comparative Figures Certain of the comparative figures have been reclassified to conform to the presentation adopted in the current year. TBS 2010 Operational Report 43 Audited Financial Statements Audited TBS Service Financial Fees Statements & Financial Operations The Beer Store is owned by Labatt Brewing Company Ltd., Molson Coors Canada and Sleeman Breweries Ltd. The company was originally established in 1927 and currently operates under the authority of the Liquor Control Act and the Alcohol Gaming Regulation and Public Protection Act, 1996. The Beer Store operates on a cost recovery basis. All non-owner brewers pay uniform service fees to sell their products at TBS (see 2010 TBS Rate Sheet page 45). TBS owners pay a volume-based basic fee that varies from year to year based on actual TBS costs. Owners are responsible for covering operating costs and investments in the infrastructure that are not covered by revenues generated from non-owner basic fees and elected service fees (fees for optional services which are the same for owner and non-owner brewers) and other TBS revenues. The Beer Store’s brewer rate sheet provides reduced service fees for the first 25,000 hectolitres (hl) and next 50,000 hl of a brewer’s sales at TBS. On the first 25,000 hl sold each year, brewers receive a 12% reduction off their Basic Service Fee (for packaged beer sales). On the next 50,000 hl sold, brewers receive a 2% reduction. In 2010, 88 percent of brewers selling at TBS sold less than 25,000 hl and therefore received the maximum discount on all their volume sold. Brewers are able to list their beer products in any TBS store they choose subject to the terms of TBS’s standard form User Agreement, provincial regulatory approvals and payment of TBS’s one-time listing fee (a base of $2,659.42 plus $212.76 for the first 233 stores, $50 for all stores beyond 233 and $500 for all stores classified as capacity constrained “D” stores). The Beer Store does not set the prices of the products it sells. Brewers set their own selling price subject to provincial (Liquor Control Board of Ontario) regulatory approval. TBS operations are subject to provincial laws and regulations and oversight by two government agencies: the Alcohol and Gaming Commission of Ontario (AGCO) and the Liquor Control Board of Ontario (LCBO). All new store locations must be approved by the AGCO and TBS hours of operations and marketing and advertising practices must conform to Liquor Licence Act and Liquor Control Act requirements. Service fees must conform to the terms of a Beer Trade Memorandum of Understanding signed by Canada and the United States16 in 1993. This trade agreement limits fee increases to the rate of inflation unless it can be demonstrated that costs have increased at a rate in excess of inflation. 16 The Canada-United States Memorandum of Understanding on Provincial Beer Marketing Practices signed in August 1993 pursuant to a WTO trade dispute defines terms of access for foreign beer in the Ontario market including service fees applied by The Beer Store. The Ontario government was a party to the negotiations that concluded with the agreement. TBS S 2010 O Operational Report 44 TBS SS Service Fees & Financial O Operations Appendix A TBS RATE SHEET (EFFECTIVE May 3, 2010) BASIC SERVICES Audited Financial Statements First 25,000 hl Next 50,000 hl Remaining Volume $43.60 $36.74 $48.58 $40.84 $49.57 per hl $40.98 per hl Base Fee + Per store, Per SKU First 233 Stores All Other Stores above 233 All “D” Stores $2,659.42 $5,318.84 $212.76 $425.50 $50 $500 Packaged Draught LISTING ADMINISTRATION FEE Packaged Draught ELECTED SERVICES TRANSFERS Emergency Regular $24.53 per hl $20.32 per hl DELIVERY SERVICE TO LCBO DELIVERY SERVICE TO RETAIL PARTNERS EMPTY CONTAINER DISPOSAL Bottles (Service fee currently under review) Cans OLD CODE DISPOSAL VOUCHER ADMINISTRATION IN STORE PRODUCT INFORMATION – POSTER Fee will be in addition to supplier cost to produce plus delivery $20.32 per hl $20.32 per hl $5.47 per hl $2.42 per hl T.B.D. 5% of retail value $159.57 per store EMPTY CONTAINER PURCHASE This charge applies to all products sold through the LCBO where the empty containers are redeemed by BRI NON-STANDARD CONTAINERS Industry Standard Bottles, Kegs and Cans which do not require sorting or special handling are exempt from this charge $6.81 per hl Packaged Draught KEG REPAIR SURCHARGE $0.0466 per unit $1.34 per unit $0.55 per usage DIRECT DELIVERY KEG FEE $4.20 per hl DRAUGHT BEER Non-Palletized Shipments Return of Empty Containers T.B.D. T.B.D. NOTE: GST/HST OR EQUIVALENT WILL BE ADDED TO ALL FEES WHERE APPLICABLE OTHER FEES Other fees include (but are not limited to) liability insurance required by the government and special services which the Brewer may engage BRI to perform from time to time. Deposits for the use of BRI pooled assets (e.g. kegs and pallets) will be levied as appropriate. Deposits will be refunded as the assets are returned. TBS 2010 Operational Report 45 TBS Rate Sheet
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