CONTROLS AND PROCEDURES
The President and Chief Executive Officer ("CEO") and the Senior Vice President and Chief Financial Officer ("CFO"), together with Management, are responsible for establishing and maintaining adequate disclosure controls and procedures and internal controls over financial reporting, as defined in National Instrument 52-109. COGECO's internal control framework is based on the criteria published in the report Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The CEO and CFO, supported by Management, evaluated the design of the Corporation's disclosure controls and procedures and internal controls over financial reporting as of May 31, 2013, and have concluded that they are adequate. Furthermore, no significant changes to the internal controls over financial reporting occurred during the quarter ended May 31, 2013, except as described below with respect to ABB and PEER 1.
On November 30, 2012, the Corporation's subsidiary, Cogeco Cable, completed the acquisition of ABB and, subsequently on January 31, 2013 and April 3, 2013, the Corporation acquired 100% of the issued and outstanding shares of PEER 1. Due to the short period of time between those acquisition dates and the certification date on July 10, 2013, management was unable to complete its review of the design of Internal Controls Over Financial Reporting ("ICFR") for the recent acquisitions. At May 31, 2013, risks were however mitigated as management was fully apprised of any material events affecting these recent acquisitions. In addition, all the assets and liabilities acquired were valued and recorded in the condensed interim consolidated financial statements as part of the preliminary purchase price allocation process and both ABB and PEER 1 results of operations were also included in the Corporation's consolidated results. ABB constitutes 13% of revenue, 13% of profit of the period, 32% of the total assets, 18% of the current assets, 32% of the non current assets, 13% of the current liabilities and 32% of the non current liabilities of the consolidated condensed interim financial statements for the nine-month period ended May 31, 2013. PEER 1 constitutes 4% of revenue, -8% of profit of the period, 14% of the total assets, 9% of the current assets, 14% of the non current assets, 9% of the current liabilities and 10% of the non current liabilities of the consolidated condensed interim financial statements for the nine-month period ended May 31, 2013. In the upcoming quarters, management will complete its review of the design of ICFR for ABB and PEER 1 and assess its effectiveness. The business combinations of fiscal 2013 under the "Cash flow analysis" section of this MD&A presents summary financial information about the preliminary purchase price allocation, assets acquired and liabilities assumed as well as other financial information about ABB and PEER 1 business impact on the consolidated results of the Corporation. Other financial information about ABB can be found in the Business Acquisition Report filed by the Corporation on www.sedar.com, on February 13, 2013.
UNCERTAINTIES AND MAIN RISK FACTORS
The uncertainties and main risk factors faced by the Corporation have not changed significantly for its Canadian cable services since August 31, 2012, except for the proposed Astral/Bell amended Arrangement Agreement described below. A detailed description of the uncertainties and main risk factors faced by COGECO can be found in the 2012 Annual Report and the Corporation's MD&A for the period ended February 28, 2013 filed on SEDAR, available at www.sedar.com.
Most Popular Stories
- 15 Myths That Could Ruin Your Hispanic Ad Campaign
- AIG to Create 230 Jobs in Charlotte
- General Motors Names Mary Barra as First Female CEO
- Russia Says Nyet to Canada North Pole Claim
- Bipartisan Negotiators Reach Modest Budget Agreement
- Justin Bieber Visits Typhoon Victims, Plays Concert
- Senate Dems Move Forward With Obama Nominees
- MasterCard to Split Shares, Raise Dividend
- New Obama Aide to Focus on Climate Change
- Obama Nominee Confirmed for D.C. Appeals Court