Coquitlam Optical Network Corporation (QNet) 2013 Annual Report -------------------------- Prepared by: Rick Adams, General Manager QNet March 19, 2014 File #: QN/4 Doc #: 1643764.v1 QNet 2013 Annual Report Table of Contents 1. EXECUTIVE SUMMARY .............................................................................................. 3 2. FINAL TRIMESTER FINANCIAL REPORT - 2013.......................................................... 4 3. QNET 2014 BUDGET .................................................................................................. 6 4. 30 YEAR FINANCIAL PLAN UPDATE........................................................................... 7 5. CONCLUSION .............................................................................................................. 9 Appendix 1: QNet Cash Flow Summary 2013 to 2019................................................ 10 Appendix 2: Audited Financial Statements .................................................................. 11 File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 2 of 11 QNet 2013 Annual Report 1. EXECUTIVE SUMMARY The 2013 fiscal year marks a significant milestone for QNet in terms of long term financial sustainability and increased access to competitive telecom services in the community. In 2013 QNet revenues grew to $375,129, an increase of 167% over last year, resulting in a cash flow surplus of $75,756. Building on these recurring revenues and using conservative future sales estimates, the company is forecasting complete repayment of the City’s $4.95 million investment and approx. $2 million in interest charges by 2028, and a long term profit of approx. $10.8 million at the end of 2037. In terms of enabling competition, there are now eight telecom service providers operating in the City, giving Coquitlam businesses and high-density residential consumers’ access to a level of competition for telecom services almost unheard of in the rest of the country. For example, high-density residential consumers now have access to broadband speeds of up to one gigabit per second and residential triple play packages (i.e. Internet, TV and telephone) are priced as low as $60 per month. In terms of business attraction, two new data centre hosting companies (eSecure Data and Arima Networks) started operating in Coquitlam in 2013. By leasing fibre directly from QNet these companies have access to competitive offerings from the many telecom service providers operating out of QNet’s co-location facilities (i.e. fibre-to-the-business). Building on the success of this “fibre-to-the-business” leasing strategy, this year QNet will place more sales effort on leasing fibre connections directly to Coquitlam businesses rather than telecom service providers. Because there are a number of telecom companies that do not lease fibre from QNet but only provide services at QNet co-location facilities, the “fibre-to-the-business” strategy creates an opportunity for QNet to increase sales while giving local businesses access to a broader range of telecom service offerings. In the next month QNet will also be publishing its new website, the first upgrade of the site since the start of operations in 2008. The new website will be targeted more towards the community in order to market the benefits of QNet for local businesses and the residents of connected high density residential complexes. Finally, QNet continues to work with the City and regional partners to secure a fibre optic connection to the Vancouver Internet Exchange (VANIX) at 555 West Hastings Street. While the City would be the primary beneficiary of such a connection in terms of more bandwidth and lower operating costs, a VANIX connection would reduce QNet customers’ reliance on other telecom service providers for connectivity to and from Coquitlam. File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 3 of 11 QNet 2013 Annual Report 2. FINAL TRIMESTER FINANCIAL REPORT - 2013 As per the audited financial statements in Appendix 2, QNet’s 2013 financial results are as follows: Building Connections Fibre Connected Buildings Last Year 2013 Budget Actual Variance 31 35 Last Year 2013 Budget Actual $ 6,880 37,000 $ 76,200 12,000 $ 83,300 19,000 $ 7,100 7,000 74,400 88,800 144,000 22,248 (252,461) 9,758 (195,932) 89,280 144,000 28,349 11,200 (166,874) 480 0 28,349 1,442 29,058 $ 134,826 $ 208,255 $ 73,429 Actual Variance 40 5 Revenue & Expenses New Sales (recurring) - Fibre Lease - Rack Lease Recurring Revenue - Fibre Lease - Rack Lease - Power Recovery One Time Revenue Operating Costs Total Operating Variance Capital Expenditures Last Year Cost of Sales $ 640,451 2013 Budget $ 93,798 $ 121,515 $ (27,717) 22,076 10,000 deferred 10,984 22,076 (984) Total Capital $ 125,874 $ 132,499 $ (6,625) Cash Flow +/- $ $ $ 66,804 One Time Capital Projects: - Fibre Pull Johnson to Westwood Plateau - Minor Equipment 8,952 75,756 Financing Of the $5.1 million in available financing from the City, the total amount of principal borrowed at the end of 2013 excluding interest and depreciation was $4,947,855 which is unchanged from the previous year. File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 4 of 11 QNet 2013 Annual Report Reasons For Variance - Operating New Sales (recurring) were higher than forecast as a result of several new leases being activated in the first half of the year (i.e. new sales are typically forecast at ½ of the full year value). Two additional equipment rack leases were realized in 2013 bringing the total number of leased racks to fourteen which is 100% of available capacity. Recurring Revenues for fibre leases were on target except for a minor surplus of $480. Power recoveries for equipment rack rentals were collected for the first full year in 2013 and 36% of the revenue for power recoveries was returned to the City as a QNet operating expense (64% of consumed power is returned to the City in the form of thermal energy). One Time Revenue was higher than expected due to higher than expected new sales. The increase in connection fees associated with new sales offset lower than forecast project management fees from SD43 which were deferred in 2013. Operating Costs were below budget primarily due to reduced time commitments from the General Manager and Director of Operations for QNet which is a result of the completion of the start-up phase of QNet. Reasons For Variance - Capital Cost of Sales were slightly higher than anticipated due to an increased number of new building connections (i.e. 5 more than forecast). Deferred Capital Projects includes the fibre pull on Johnson to David which was deferred to 2014. File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 5 of 11 QNet 2013 Annual Report 3. QNET 2014 BUDGET The QNet 30 year financial plan has been updated with actual results through 2013 and revised forecasts through to 2037. Building Connections 2013 Budget Fibre Connected Buildings 2013 Actual 35 2014 Budget 40 45 Revenue & Expenses New Sales (recurring) - Fibre Lease - Rack Lease Recurring Revenue - Fibre Lease - Rack Lease - Power Recovery One Time Revenue Operating Costs Revenue/Operating 2013 Budget 2013 Actual 2014 Budget $ 76,200 12,000 $ 83,300 19,000 88,800 144,000 0 9,758 (195,932) 89,280 144,000 28,349 11,200 (166,874) 192,600 168,000 28,000 6,400 (181,226) $ 134,826 $ 208,255 $ 236,274 2013 Actual 2014 Budget $ 22,500 0 Capital Expenditures 2013 Budget Cost of Sales One Time Capital Projects $ 93,798 32,076* Total Capital Costs $ 125,874 $ 121,515 10,984 $ 119,252 32,628** $ 132,499 $ 151,880 Projected Surplus in 2014: * $ 84,394 Includes projects deferred over the course of the year ** One Time Capital Projects in 2014: - Fibre Pull Johnson to Westwood Plateau - Minor Equipment Total 2014 One Time Capital File #: QN/4 Doc #: 1643764.v1 4/4/2013 $ 22,628 10,000 32,628 Page 6 of 11 QNet 2013 Annual Report 4. 30 YEAR FINANCIAL PLAN UPDATE Having achieved positive cash flow status in 2013, QNet is projecting improved financial metrics through 2037 including principal loan repayment starting in 2015, full loan repayment by 2028, reduced loan interest costs, increased thirty year profit and no additional financing over the $4.95 million received to date. A seven year cash flow summary is attached in Appendix 1. 2014 Plan Updated Key Financial Metrics First Year of Positive Cash Flow Excluding Interest and Depreciation: First Year of Payment of Principal Debt: Last Year of Repayment of City Loan: Total Principal Financing Required: Total Cost of Financing (interest paid on loan): Total 30 Year Net Profit: Annual Net Profit in 2037: Replacement Cost of 25-50 Year Assets: 2013 2014 2013 2017 2030 $4.95 mil $2.8 mil $8.8 mil $1.25 mil $4.3 mil n/a 2015 2028 $4.95 mil $2.04 mil $10.8 mil $1.3 mil $4.3 mil 2014 Plan Cash Flow Chart File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 7 of 11 QNet 2013 Annual Report Updated 2014 Plan Adjustments Building Connections are forecast to grow by five in 2014 for a total of forty-five connected buildings. In order to minimize costs of sales, QNet will focus primarily on connecting new developments this year. New and Recurring Sales in 2014 are based on a forecast of two new wireless facility leases currently in progress, four new building connection leases and two additional SD43 school sites. As indicated in the following chart, new sales estimates are being kept very conservative at approx. five new leases per year (roughly tied to new development growth in the City); however, new sales which are forecast at ½ of the annual value have a cumulative effect on total recurring revenue. Operating Cost forecast has been reduced by another $14,706 in 2014 following a reduction of $58,888 in 2013. These reductions are a result of removing $25,000 previously allocated for a fibre lease to VANTX and reducing contractor/consulting fees now that the initial five year start-up phase of the business plan is completed. Capital Costs will be primarily driven by cost of sales for the remainder of the plan. The cost of sales forecast for 2014, while primarily targeted at connecting new developments, does include some funds for extending the fibre network to more businesses in Pacific Reach Industrial Park. File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 8 of 11 QNet 2013 Annual Report Financing from the City is forecast to be $4.95 million in principal out of the $5.1 million business plan estimate for the remainder of the plan. The first year of payment of loan principal is forecast to be 2015 with the final loan payment forecast for 2028. Total Net Profit is expected to be in the range of $10.8 million at the end of the thirty year plan based on very conservative sales forecasts. Annual net profit in 2037 is expected to be in the range of $1.3 million. 5. CONCLUSION By securing $388,000 per year in recurring revenue at the end of 2013 and reducing operating costs by $73,594 to date, QNet has made a major stride forward in terms of long term financial sustainability. Using conservative sales forecasts, the recast 2014 financial plan predicts full repayment of the City’s investment in QNet by 2028 and approx. $10.8 million in non-tax revenue generation by the end of 2037. As a result of QNet, Coquitlam businesses and high-density residential consumers now have access to a highly competitive telecom services sector, the only one of its kind in the entire country. Rick Adams General Manager, QNet File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 9 of 11 QNet 2013 Annual Report Appendix 1: QNet Cash Flow Summary 2013 to 2019 File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 10 of 11 QNet 2013 Annual Report Appendix 2: Audited Financial Statements File #: QN/4 Doc #: 1643764.v1 4/4/2013 Page 11 of 11 Financial Statements of COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Year ended December 31, 2013 ABCD KPMG LLP Chartered Accountants Metrotower II Suite 2400 - 4720 Kingsway Burnaby BC V5H 4N2 Canada Telephone (604) 527-3600 Fax (604) 527-3636 Internet www.kpmg.ca INDEPENDENT AUDITORS' REPORT To the Board of Directors of Coquitlam Optical Network Corporation (QNET) We have audited the accompanying financial statements of Coquitlam Optical Network Corporation (QNET), which comprise the statement of financial position as at December 31, 2013, the statements of operations, changes in net debt and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian public sector accounting standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ 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 an 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 our 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, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Coquitlam Optical Network Corporation (QNET) as at December 31, 2013, and its results of operations and the changes in its net debt and its cash flows for the year then ended in accordance with Canadian public sector accounting standards. Chartered Accountants March 25, 2014 Burnaby, Canada KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP. COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Statement of Financial Position December 31, 2013, with comparative information for 2012 2013 2012 Financial Assets $ Cash Accounts receivable 1,845 $ 4,190 58,412 60,257 462,836 467,026 80,574 286,482 Due to City of Coquitlam (note 4) 5,119,697 5,200,271 5,338,194 5,624,676 Net debt (5,140,014) (5,157,650) Tangible capital assets (note 3) 3,796,990 3,816,077 Prepaid expenses 4,841 3,801,831 4,687 3,820,764 Financial Liabilities Accounts payable and accrued liabilities Non-Financial Assets $ Accumulated deficit (1,338,183) $ (1,336,886) Accumulated deficit is comprised of: $ Share capital Accumulated deficit I $ (1,338,184) $ (1,338,183) Economic dependence (note 6) See accompanying notes to financial statements. Approved on behalf of the Board: 1 1 (1,336,887) $ (1,336,886) COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Statement of Operations Year ended December 31, 2013, with comparative information for 2012 2013 Budget (note 7) Revenue: Lease Installation fees Power cost recovery Professional consulting fees Service cost contracts Interest $ Expenses: General and administrative Service costs Amortization Interest (note 4) 195,932 195,932 Annual surplus (deficit) 134,826 $ 335,580 11,200 28,349 375,129 166,874 132,966 76,586 376,426 2012 $ 118,280 2,400 19,804 339,136 44 479,664 252,461 292,498 105,986 70,254 721,199 (1,297) (241,535) (1,336,887) (1,336,887) (1,095,352) $ (1,202,061) $ (1,338,184) $ (1,336,887) Accumulated deficit, beginning of year Accumulated deficit, end of year 321,000 9,758 330,758 2013 See accompanying notes to financial statements. 2 COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Statement of Changes in Net Debt Year ended December 31, 2013, with comparative information for 2012 2013 Budget (note 7) Annual surplus (deficit) for the year $ 134,826 Acquisition of tangible capital assets Amortization of tangible capital assets Decrease (increase) in prepaid expense (125,874) - Change in net debt Net debt, beginning of year Net debt, end of year 8,952 2013 $ (1,297) 2012 $ (241,535) (113,879) 132,966 (154) (1,026,904) 105,986 145 17,636 (1,162,308) (5,157,650) (5,157,650) (3,995,342) $ (5,148,698) $ (5,140,014) $ (5,157,650) See accompanying notes to financial statements. 3 COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Statement of Cash Flows Year ended December 31, 2013, with comparative information for 2012 2013 2012 Cash provided by (used in): Operations: Annual deficit Amortization of tangible capital assets, an item not involving cash Change in non-cash operating working capital balances: Prepaid expenses Accounts receivable Accounts payable and accrued liabilities Net change in cash from operating activities $ (1,297) $ (241,535) 132,966 105,986 (154) 404,424 (205,908) 330,031 145 (380,889) 226,571 (289,722) Capital activities: Cash used to acquire tangible capital assets (113,879) (1,026,904) Financing activities: Increase (decrease) in due to City of Coquitlam (218,497) 1,300,970 Net change in cash Cash, beginning of year Cash, end of year $ See accompanying notes to financial statements. 4 (2,345) (15,656) 4,190 19,846 1,845 $ 4,190 COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Notes to Financial Statements Year ended December 31, 2013 1. Operations: Coquitlam Optical Network Corporation (QNet) (the "Company") was incorporated on November 12, 2008 under the British Columbia Business Corporations Act. The Company's business involves providing open access to optical fibre networks. It is a wholly municipal-owned subsidiary of the City of Coquitlam and operates its business within the City of Coquitlam municipality boundaries. The Company is a local government corporation and is exempt from income taxes. 2. Significant accounting policies: These financial statements have been prepared by management in accordance with Canadian public sector accounting standards: (a) Revenue recognition: The Company recognizes revenue when services are provided to customers, the price is fixed or determinable, and collectability is reasonably assured. (b) Non-financial assets: Non-financial assets are not available to discharge existing liabilities and are held for use in the provision of services. They are not intended for sale in the ordinary course of operations. (i) Tangible capital assets: Tangible capital assets have useful lives extending beyond the current year and are recorded at cost, which includes amounts that are directly attributable to acquisition, construction, development or betterment of the asset. The cost, less residual value of the tangible capital assets, is amortized on a straight-line basis over their estimated useful lives as follows: Asset Rate Software Data centre equipment Building entrance - civil Building entrance - fibre Arterial fibre - civil Arterial fibre - fibre Leasehold improvements and leased equipment 5 8 years 5 - 25 years 85 years 25 years 85 years 25 years over term of lease COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Notes to Financial Statements (continued) Year ended December 31, 2013 2. Significant accounting policies (continued): (b) Non-financial assets (continued): (i) Tangible capital assets (continued): Any assets under construction are not amortized until the asset is available for productive use. Leases which transfer substantially all of the benefits and risks incidental to ownership of property are accounted for as leased tangible capital assets. Amortization is provided over the term of the lease. (ii) Impairment of tangible capital assets: Tangible capital assets are written down when conditions indicate that they no longer contribute to the Company’s ability to provide goods and services, or when the value of future economic benefits associated with the tangible capital assets are less than their net book value. The net write-downs are accounted for as expenses in the statement of operations. (c) Use of estimates: The preparation of financial statements requires management to make estimates and assumptions that could affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of allowance for doubtful accounts, useful lives for amortization of tangible capital assets, and provisions for contingencies. Actual results could differ from those estimates. (d) Functional and object reporting: The operations of the Company are comprised of a single function, optical fibre networks operations. As a result, the expenses of the Company are presented by object in the statement of operations. 6 COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Notes to Financial Statements (continued) Year ended December 31, 2013 3. Tangible capital assets: December 31, 2013 Cost: Balance, beginning of year Additions, net of transfers Balance, end of year Data centre Software equipment Building entrance fibre Building entrance civil Arterial fibre-civil Arterial fibre-fibre Leasehold improvements and leased equipment Assets under construction $ $ $ 84,050 84,050 $ 923,196 10,678 933,874 $ 200,517 22,630 223,147 $ 264,885 3,571 268,456 $ 1,416,716 253,042 1,669,758 $ 56,776 14,567 71,343 48,766 10,231 58,997 142,178 67,264 209,442 16,433 8,334 24,767 7,182 3,119 10,301 33,500 17,832 51,332 7,310 2,854 10,164 $ 25,053 $ 724,432 $ 198,380 $ 258,155 $ 1,618,426 $ 61,179 $ 884,657 Net book value, beginning of year $ 35,284 $ 781,018 $ 184,084 $ 257,703 $ 1,383,216 $ 49,466 $ 907,989 Accumulated amortization: Balance, beginning of year Amortization expense Balance, end of year Net book value, end of year 7 932,876 932,876 24,887 23,332 48,219 Total 217,317 $ 4,096,333 (190,609) 113,879 26,708 4,210,212 - 280,256 132,966 413,222 $ 26,708 $ 3,796,990 $ 217,317 $ 3,816,077 COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Notes to Financial Statements (continued) Year ended December 31, 2013 3. Tangible capital assets (continued): December 31, 2012 Cost: Balance, beginning of year Additions, net of transfers Balance, end of year Data centre Software equipment Building entrance fibre Building entrance civil Arterial Arterial fibre-civil fibre-fibre Leasehold improvements and leased equipment Assets under construction $ $ $ 84,050 84,050 $ 533,683 389,513 923,196 $ 172,814 27,703 200,517 $ 260,553 4,332 264,885 $ 892,384 524,332 1,416,716 $ 55,413 1,363 56,776 38,535 10,231 48,766 93,135 49,043 142,178 9,704 6,729 16,433 4,101 3,081 7,182 22,178 11,322 33,500 5,062 2,248 7,310 $ 35,284 $ 781,018 $ 184,084 $ 257,703 $ 1,383,216 $ 49,466 $ 907,989 Net book value, beginning of year $ 45,515 $ 440,548 $ 163,110 $ 256,452 $ 870,206 $ 50,351 $ 931,321 Accumulated amortization: Balance, beginning of year Amortization expense Balance, end of year Net book value, end of year There was no write-down of tangible capital assets during the year (2012 – nil). 8 932,876 932,876 Total 137,656 79,661 217,317 $ 3,069,429 1,026,904 4,096,333 - 174,270 105,986 280,256 $ 217,317 $ 3,816,077 $ 137,656 $ 2,895,159 1,555 23,332 24,887 COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Notes to Financial Statements (continued) Year ended December 31, 2013 4. Due to City of Coquitlam: The amount due to City of Coquitlam at December 31, 2013 of $5,119,697 (2012 - $5,338,194) is related to funding for the purchase of tangible capital assets and funding for operating expenses of the Company. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration negotiated and agreed to by the related parties. During 2011, the Company entered into a lease agreement to lease leasehold improvements and equipment from the City of Coquitlam until December 15, 2051. Included in the amount due to City of Coquitlam is $932,876 (2012 - $932,876) for the use of leasehold improvements and equipment for the term of the lease. Amounts due to City of Coquitlam are unsecured, bear interest at 1.50% (2012 - 1.51%) and have no set terms of repayment. 5. Related party transactions During the year, certain employees of the City of Coquitlam performed administrative services for the Company, including purchasing, accounting, clerical and other operational-type services. The Company was not charged by the City of Coquitlam for these services for the year ended December 31, 2013 (2012 - nil). Management costs and direct infrastructure services related to the Company of $22,839 (2012 - $42,985) were charged from the City of Coquitlam and are shown as expenses in the financial statements. 6. Economic dependence: The Company’s operations are currently partially funded by the City of Coquitlam and accordingly, future operations of the Company are dependent upon the continued financial support of the City of Coquitlam for the foreseeable future. 9 COQUITLAM OPTICAL NETWORK CORPORATION (QNET) Notes to Financial Statements (continued) Year ended December 31, 2013 7. Budget data: The budget data presented in these financial statements is based upon the 2013 budget approved by the Board of Directors on April 4, 2013. Amortization was not contemplated on development of the budget and, as such, has not been included. The chart below reconciles the approved budget figures reported in these financial statements. Revenue: Operating budget $ Expenses: Operating budget 330,758 321,806 Annual surplus per approved budget 8,952 Add items included in expenses above and tangible capital assets on the statement of financial position Annual deficit per statement of operations 125,874 $ 10 134,826
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