court file no. cv-14-10518-oocl ontario superior court of...

20
Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF JUSTICE - COMMERCIAL LIST [N THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF THE CASH STORE FINANCIAL SERVICES INC., THE CASH STORE INC., TCS CASH STORE INC., INSTALOANS INC., 7252331 CANDA INC., 5515433 MANITOBA INC., 1693926 ALBERTA LTD DOING BUSINESS AS "THE TITLE STORE" Applicants AFFIDAVIT OF DON MACLEAN Sworn on April 25, 2014 I, Don MacLean, of the City of Edmonton, in the Province of Alberta, SWEAR AND SAY THAT: I am a Senior Vice-President in the Consulting and Deals group with PricewaterhouseCoopers Inc. ("PwC"). 2. PwC has been engaged by Bennett Jones LLP and McMillan LLP, counsel for 0678786 B.C. Ltd. ("067") and Trimor Annuity Focus Limited Partnership #5 ("Trimor 5") respectively, as an independent financial advisor to conduct a review of the Applicant's records relating to the funding provided by 067 and Trimor. 3. Attached hereto as Exhibit "A" is a true copy of PwC's draft report dated April 25, 2014. 4. I swear this affidavit in response in support of the position of 067 and Trimor LP on this application and for no other purpose. SWORN/AFFIRMED BEFORE ME at the ) City of Edmonton, in the Provinceqf ) Alberta, this 25th day o,Apri1, 2QA4 ) ) cm (Notary Publicind for the Province of ) Alberta) ) Don MacLean

Upload: others

Post on 25-Jun-2020

5 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

Court File No. CV-14-10518-OOCL

ONTARIOSUPERIOR COURT OF JUSTICE - COMMERCIAL LIST

[N THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENTACT,R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF THE CASHSTORE FINANCIAL SERVICES INC., THE CASH STORE INC., TCS CASH STORE INC.,

INSTALOANS INC., 7252331 CANDA INC., 5515433 MANITOBA INC., 1693926 ALBERTALTD DOING BUSINESS AS "THE TITLE STORE"

Applicants

AFFIDAVIT OF DON MACLEAN

Sworn on April 25, 2014

I, Don MacLean, of the City of Edmonton, in the Province of Alberta, SWEAR AND SAY THAT:

I am a Senior Vice-President in the Consulting and Deals group with

PricewaterhouseCoopers Inc. ("PwC").

2. PwC has been engaged by Bennett Jones LLP and McMillan LLP, counsel for 0678786 B.C.

Ltd. ("067") and Trimor Annuity Focus Limited Partnership #5 ("Trimor 5") respectively,

as an independent financial advisor to conduct a review of the Applicant's records relating

to the funding provided by 067 and Trimor.

3. Attached hereto as Exhibit "A" is a true copy of PwC's draft report dated April 25, 2014.

4. I swear this affidavit in response in support of the position of 067 and Trimor LP on this

application and for no other purpose.

SWORN/AFFIRMED BEFORE ME at the )City of Edmonton, in the Provinceqf

)Alberta, this 25th day o,Apri1, 2QA4

))

cm

(Notary Publicind for the Province of

)Alberta)

) Don MacLean

Page 2: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

pwc

Page 3: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

Contents J At a glance J Summary report

To navigate thisreport on-screen(in PDFforrnat)

From any page - click on the section title in the header navigation bar (above)

From the Contents page - click on the title of the section or sub-section

From the contents listing on any section divider - click on the title of the sub-section

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

2April 25, 2014

Page 4: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

Contents j At a glance Summary report

Mr. Ken Lenz

Mr. Adam MaerovBennett Jones LLP

McMillan LLP4500 Bankers Hall East

1700 TD Canada Trust Tower855 - 2nd Street SW

4217th Avenue SWCalgary, AB T2P 4K7

Calgary, AB T2P 4K9

Dear Sirs,

We report on Cash Store Financial Services Inc. ("CashStore Financial" and its subsidiary undertakings(together, the "Company")) in accordance with ourengagement letter dated April 21, 2014.

This report has been prepared in connection with therequest by Trimor Annuity Focus Limited Partnership#5 ("Trimor") and 0678786 B.C. Ltd. ("0678786 ") fora review of the funds owing to Trimor and 0678786.

Our work was based entirely on information suppliedby the Company's management ("Management") andwas carried out on the basis that such information isaccurate and complete. Information was not subject tochecking or verification procedures.

Our work did not constitute an audit conducted inaccordance with generally accepted auditing standards,an examination of internal controls or other attestationor review services in accordance with standardsestablished by the Canadian Institute of CharteredAccountants ("CICA").

Accordingly, we do not express an opinion or any otherPricewaterhouseCoopers Inc. form of assurance on the financial statements of theTD Tower, loo88lo2nd AvenueSuite 1501Edmonton, AB T5J 3N5T: +1 (780) 441 6700F: +1(780)4416776

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

pwcDonald MacLeanSenior Vice [email protected]: +1(780)4416704

Jennifer [email protected]: +1 (780) 441 6855

report.

Save as described in the agreement or as expresslyagreed by us in writing, we accept no liability(including for negligence) to anyone else or for anyother purpose in connection with this report, and itmay not be provided to anyone else.

Please contact the undersigned if you need further helpor information on the Company.

Yours very truly,PricewaterhouseCoopers Inc.

Company or any financial or other information, oroperating and internal controls of the Company.

This is a draft report. We have had limited access toManagement and Company records due to the veryshort duration of our engagement (i.e. 3 days). Thecomments in this draft report are subject toamendment or withdrawal. Our definitive findings andrecommendations will be those set out in the final

Donald MacLeanSenior Vice President

3April 25, 2014

Page 5: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

Contents J At a glance Summary report

At a glance 5Summary report

71

Overview of Third Party Loan Process

8

2

Retention Payments to TPLs

9

3

Flow of Funds

10

4

Outstanding Balances Owing

11

5

Comparison of Restricted Cash vs Actual Cash Balance

13

6

Transfers to and from Third Party Lenders

14

7

Bank Accounts

i6

8

Disbursements for period from January 1 to April 14,

182014

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

4April 25, 2014

Contents

Page 6: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

Contents I At a glance Summary report

Ataglance

0 Outstanding Balances Owing to Trimor and0678786

Summary of Lender PositionAs at March 31,2014$ in 000s

Payday Loans

2211

-

2211Lines of Credit

8,461

5,608

14,069Restricted Cash

6,316

7,768

14,085Balance Forward

8,514

(26)

8,488Total

25,502

13,350

38,852Source: Management Reports, PwC Analysis

e The Company treats the Third Party Lender's("TPLs") funds as third party funds

It is evident the Company treats these funds asbelonging to a third party:

• When deployed as loans to consumers the creditor isthe TPL. The Company takes a brokerage fee. Whenloans are collected and waiting to be redeployed,funds are segregated as Restricted Cash on thebalance sheet.

• Portfolios of loans are transferred to the TPLswhenever Restricted Cash is used for operations.However, Management advised this practice wasdiscontinued effective March 2014.

• Senior Management with whom we spoke during ourreview (CEO, CFO, Controller) advised these fundshave always been considered third party funds.

0 Restricted Funds are separately disclosed onthe balance sheet in accordance with US GAAP

Trimor 0678786Capital

B.C. Ltd.

Total

US GAAP requires cash held for a specific purpose andnot available for general use to be classified as"Restricted Cash" on the balance sheet and such fundsare not required to be set aside in a separate bankaccount,

The Company has disclosed the advances from TPL's inexcess of consumer loans written to customers asRestricted Cash as a current asset on its balance sheet.

The corresponding entry in the financial statements isdenoted as Due to TPLs in acknowledgement that therestricted funds are held for the TPLs.

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

5April 25, 2014

Page 7: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

Contents I At a g'ance I Summary report

Ataglance

0 A separate bank account was used for TPLactivity prior to January 2014

We understand that the Carlstrom Affidavit statesnumerous times that there was no account designatedfor third party funds and that the cash is comingled withthe Company's cash. In fact, the Company's account wasmerely used as a conduit for TPL funds.

A separate bank account did in fact exist and was usedfor deposit of funds received from TPLs and for cashretention payments paid to TPLs. Although this accountwas not specifically designated for third party funds, itappears to have been used primarily for that purpose.

In January 2014, the Company ceased using this accountfor the TPLs on the direction of the VP Finance(Financial Reporting).

0 The Restricted Cash account balance atMarch 31, 2014, was greater than the actual cashbalance as reported.

The Companies' normal and consistent practice inreconciling month end TPL loan balances andtransferring Company owned loans to compensate forthe use of Restricted Cash was discontinued as of theend of March.

• The Company has disbursed significantamounts on professional fees and other costsrequiring further investigation

A significant portion of the Company's cash has beendisbursed for professional fees. Disbursements sinceJanuary 1, 2014 identified $4.1 million paid forprofessional fees and a further $6.9 million in otherdisbursements requiring further investigation.

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

6April 25, 2014

Page 8: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

Contents I At a glance I Summary report

Summary report

71

Overview of Third Party Loan Process

8

2

Retention Payments to TPLs

9

3

Flow of Funds

10

4

Outstanding Balances Owing 11

5

Comparison of Restricted Cash vs Actual Cash Balance

13

6

Transfers to and from Third Party Lenders

14

7

Bank Accounts

16

8

Disbursements for period from January 1 to April 14,

i82014

Strictly private and confidentialCash Store Financial SeMces Inc.

Draft - For discussion purposes only

April 25, 2014PwC

Summaryreport

Page 9: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

I Overview of Third Party Loan Process Contents At a glance I Summary report

• Cash Store Financial and its subsidiaries ("theCompany") has agreements with a number of Third-Party Lenders ("TPLs") who lend directly to theCompany's customers or purchase advaicesoriginated by the Company.

• Loan documents signed by the customer are acontract between the customer and the Third PartyLender.

• TPLs earn a return on the loans through an interestpayment of 59% per annum on the loans collected, asset out in the Broker Agreement.

• The Company acts as the broker, charging a fee of23% of the TPL funds advanced, paid directly by thecustomer and taken directly off the loan proceeds.

Source: Discussion With Management

Strictly private and confidential

8Cash Store Financial Services Inc

Draft - For discussion puoses only

April 25, 2014PwC

Overview of ThirdParty Loan ProcessThe loan relationship isbetween the customer andthe Third Party Lender.

The Company's role issimply acting as the brokerfor this relationship. Itreceives a broker fee forproviding these services.

PwC viewManagement recognizesthe importance of theThird Party Lenderrelationship and the fundsthey provide as critical totheir business model andhas long-standingrelationships with itsTPLs.

Overview of Third Party Lender Process

Third Party

- -'- -)IPsLenders

Retentionpayments- return of 175%per annum oftotal funds madeavailable

$23 Broker Fee

Interest59% perannum

Customer

Page 10: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

2 Retention Payments to TPLs Contents I At a glance Summary report

Retention Paymentsto TPLsThe Retention paymentsare a voluntaiy payment.They are not arequirement of the BrokerAgreement.

PwC viewThe Company's practice ofpaying a retentionpayment to the TPLsimplies they recognize theneed to compensate theTPLs for the use of theirfunds.

Breakdown of Retention Payments

Source: Discussion With Management

• The Broker Agreements do not require retentionpayments and do not guarantee repayment or aspecified rate of return of funds committed by theTPLs.

• Under the broker model, the Company makesvoluntary retention payments to TPLs to encouragethem to continue making funds available to theCompany. The retention payments are intended tocompensate TPLs for some of the credit lossessuffered.

• Management advised that it is the Company's practiceto credit TPLs with retention payments such thatwhen combined with portfolio returns, the return onthe total funds made available by the TPLs for lendingto consumers approaches a target of 17.5% perannum.

• A portion of the retention payment is paid to theTPL's in cash with the remainder credited to theiraccount as a return of capital.

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

9April 25, 2014

Page 11: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

3 Flow of Funds Contents At a glance Summary report

Flow ofFunds STEP ONE: Funds loaned to customersPrior to January 2014, theCompany used a FlowThrough Account forcertain TPL transactions.

In January 2014, the

$ Third Party Lender FundsCompany discontinued theFlow Through Account.

This chart summarizes the

PwC viewTPL funds now flowthrough the Company'sGeneral OperatingAccount as a conduit forthe TPL funds.

Based on our discussionswith Management, thecompany considers thesefunds as third partyfunds,

STEP THREE: Cash Payments Made to Third Party Lenders

process after January2014.

STEP TWO: Funds collected from customers

Customer Repayment ''i.

Customer Repaymen Recoveries

Customer Defaults CollectionDepartment

Wnte off a: 90 dais

GeneralOperatingAccount

$

Retention paymentsTarget of 17.5% per annum

Third PartyLender

Source: Discussion With Management

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft- For discussion purposes only

10April 25, 2014

Page 12: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

4 Outstanding Balances Owing Contents At a glance I Summary report

OutstandingBalances Owing -TrimorAs at March 31, 2014,Trimor had 1o.67 millionin loans deployed.

An additional $6.32million in excess funds(i.e. not deployed) wasbeing held by the Companyin Restricted Cash.

Summary of Lender PositionTrimor Capital

$in000s

Total funds made available byTrimor

Payday loan portfolioLines of credit to customersSub-total

Balance ForwardFunding excess held in restricted cash

Source: Lender Statements of Account

• The most recent lender statements the Company wasable to provide at this point were as of March 31, 2014which indicated the following:

- Total funds made available by Trimor Capital,25,502

$25.50 million.

Trimor had $10.67 million in loans deployed.The loans were comprised of $2.21 and $8.46million in Payday Loans and Lines of CreditLoans, respectively.

An additional $6.32 million in excess fundsrecorded as held by the Company in RestrictedCash.

As at March31, 2014

(2,211)(8,461)

(10,672)

(8,514)6,316

PwC viewTrimor's funds areprimarily deployed in theform of lines of credit tocustomers.

Trimor CapitalPortfolio Summary$ in 000s

Payday Lines ofAsatMarch3l,2014

Loans

Credit

Total

Current

1,551

4,458

6,0091 -30 Days

333

2,270

2,60331-6ODays

214

1,870

2,08461 -90 Days

162

30

1929ODays+

-

-

-AR Discrepancy in Investigation

235

(167)

68Adjustment for Late PADS

(284)

-

(284)Total

2,211

8,461

10,672

Management has advised that the variancebetween total funds made available, outstandingloans, and restricted cash is the principal loss(i.e. cumulative losses), since the inception dateof funds advanced. This is presented on thelender statement as "Balance Forward".

The balance of the funds deployed at any point intime may fluctuate; however, TPLs were paid aretention payment based on the total funds madeavailable. Management has indicated that this isintended to provide them with a return on theircapital, regardless of how it is deployed.

Balance ForwardTotal

Source: Lender Statements of Account

8,51419,186

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

iiApril 25, 2014

Page 13: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

4 Outstanding Balances Owing Contents At a glance Summary report

OutstandingBalances Owing -0678786As at March 31, 2014,0678786 had $5.61 millionin loans deployed.

An additional $7.77million in excess funds wasrecorded as being held bythe Company in RestrictedCash.

Summary of Lender Position0678786 B.C. Ltd.

Funding excess held in restricted cash

Total funds made available by 0678786 B.C. Ltd.

Lines of credit assigned by other lenders

Balance Forward

$in000s

Source: Lender Statements of Account

As at March31, 2014

13,350

(5,608)

26

7,768

• The most recent lender statements the Company wasable to provide at this point were as of March 31, 2014which indicated the following:

- Total funds made available by 0678786 B.C. Ltd.were $13.35 million.

- 0678786 B.C. Ltd. had $5.61 million in loansdeployed. The loans were comprised entirely ofLines of Credit Loans transferred from otherthird party lenders (Trimor).

- 0678786 does not originate any of their ownloans. All loans are transferred to them fromTrimor.

Based on discussion with VP Finance, FinancialReporting, this practice is based on instructionsfrom 0678786 and is not a requirement of theBroker Agreement.

An additional $'y' million in excess funds wererecorded as held by the Company in RestrictedCash.

Management has indicated that the variancebetween total funds made available, outstandingloans, and balance forward, results in therestricted cash balance.

Balance Forward

Total

Source: Lender Statements of Account

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft- For discussion purposes only

12April 25, 2014

PwC view0678 786's funds aredeployed in the form oflines of credit transferredfrom other lenders.

0678786 B.C. Ltd.Portfolio Summary

$ in 000s

As at March 31,2014

Current1-30 Days31 -60 Days61-90 Days90 Days +AR Discrepancy in nestigalionMjustment for Late PADSTotal

Lines of Credit

2,8191,3711,337

17

138(74)

5,608

(26)

5,582

Page 14: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

5 Comparison of Restricted Cash vs Actual Cash Balance Contents I At a glance Summary report

Restricted Cash inshort positionOur analysis of theCompany's accounts forthe 'ast 4 monthsidentified that theCompany's unrestrictedcash has been significantlydeclining.

As at March 31, 2014, theCompany was short $5.01million in cash comparedto the Restricted Cashbalance.

PwC viewWhenever the Companyuses some of theRestricted Cash balance tofit rid its operations, it wasadjusted at month end byassignment of Companyloans as part of the TPLaccount reconciliationprocess.

Total Cash vs. Restricted CashSeptember to March 2014Consolidated

18,000

10/31/2013 11/30/2013 12/31/2013 1/31/2014 2/28/2014 3/31/2014

Total Cash ($)

TPL Restricted Cash ($)

Source: Management Reports, PwC Analysis

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

Fluctuations in Cash Position

• Management has advised that there can be significantfluctuations throughout any given month on theactual cash balances and restricted cash balances dueto timing of loan advances.

• The business typically sees a significant increase inloan advances near the end of the week, withrepayments typically occurring at the beginning of theweek. The net impact of these activities is minimal ascustomers typically take out a new loan upon repayingexisting loans.

• The Company manages its restricted cash positionthrough transfers of loans to TPLs, as needed.

• As noted in the graph above, the gap between theCompany's total cash and Restricted Cash has beencontinuing to narrow. At March 31, 2014, the totalcash balance was in a short position.

Impact of CCAA on Restricted Cash

• The Initial Order requires the Company to maintain aTPL Net Receipt Minimum Balance, whichpresumably is intended to restrict the Company fromusing the TPL restricted cash to fund its operationsduring the CCAA.

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

13April 25, 2014

Page 15: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

6 Transfers to and from Third Party Lenders Contents I At a glance Summary report

Transfers to ThirdParty LendersThe Company willoccasionally transfer itsown direct loan receivablesto the relevant TPLs to freeup restricted funds to fundits operations. As ofMarch 31, 2014, thispractice was discontinued.

PwC viewThe transfers to TPLs wasused in the normal courseof managing the loanportfolio to ensure thatrestricted funds aren'tbeing used to fund theCompaiiy's operations.

Trimor CapitalLoans Outstanding$s in 000s

180000

160,000

140,000

120,000

100,000

80,000

60,000

40,000

20,000

143 310 (1 98)

10,672

September 2013,Opening

New Loans Collections

Loans 90 days

Purchased by Transfers from

Transfers to

March 2014,past due

CSF

Other Lenders Other Lenders

Ending

Source: Lender Statements of Account, PwC Analysis

Transfers of Cash Stores Financial Loans to TPLs

• When the Restricted Cash Balance is found to exceedthe total cash in the Company's accounts during themonth end reconciliation process, the Companytransfers its own direct loan receivables to therelevant TPL(s).

• The transfer is calculated as an amount equal to theRestricted cash shortfall plus any additional amountto meet the Company's working capital needs for thenext month.

• The Restricted Cash is therefore reduced by this sameamount. As of March 31, 2014, this practice wasdiscontinued.

• These transfers of the Company's direct loanreceivables are made at face value of the loans.

• Based on our discussion with the VP Finance -Financial Reporting, there are no separateagreements authorizing the transfer of theseaccounts. These transfers were being done under theauthority of the provisions in the Broker Agreementswith the TPLs.

Strictly private and confidential

14Cash Store Financial Seices Inc.

Draft - For discussion purposes only

April 25, 2014PwC

Page 16: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

6 Transfers to and from Third Party Lenders Contents At a glance Summary report

068786 B.C. Ltd.Loans Outstanding$s in 000s

40,000

30,000

20,000

10,000 7,964

60000

50,000

4n4;4

977y

Transfers fromThird Party LendersIn certain situations, theCompany may purchase aportfolio of loans from aTPL. These loans arepurchased at face value.

PwC viewPurchases of loans by thecompany from a TPL arepurchased at face value.

068786 B.C. Ltd. does not originate any oftheir loans. All loans are transferred tothem from other TPLs, as outlined insection 2.9 in the Broker Agreement.

cn2

(7049)

(928) 29 5,608

September Transferred to Transferred

Collections2013, Opening Other Lenders from Other

Lenders

Source: Lender Statements of Account, PwC Analysis

Loans assigned Purchased by Loans 90 days Fair Value

March 2014,by CSF

CSF

past due

Adjustment Closing

Transfers of Loans from TPLs to Cash StoreFinancial

• The Compaiiy may occasionally purchase a portfolioof loans from the TPL.

- Authority to do these transfers is set out in theBroker Agreement.

For example, Management advise that betweenOctober, 2013 and January, 2014, line of creditportfolios from branches in Manitoba and Ontariowere delinquent. Due to license restrictions in theseprovinces, the Company was unable to collect theselines of credit on behalf of the TPL.

• Transfers were also made to the Company from TPLson a regular basis to purchase overdue lines of credit.

• By purchasing this portfolio from the TPLs, theCompany was permitted to collect these loans.

• The loan portfolio was purchased at face value fromthe TPL, therefore, the Company then assumed artycollection risk associated with these accounts.

• The Company then records these on their financialstatements as Consumer Advances Receivable attheir fair value (i.e. estimated recovery). Thedifference is reflected in their income statement as aretention expense.

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

15April 25, 2014

Page 17: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

7 Bank Accounts Contents I At a glance Summary report

Flow Through Account

Funding madeavaiiabe

Funding madeavailable

Customer

Source: Management Discussion

Designated BankAccounts for TPLFundsFunds received fromBroker customers arecomingled with theCompany's generaloperating funds but arereconciled on a monthlybasis.

The TPL's position willthen be adjustedaccordingly, throughtransfer of third partyloans and an adjustment tothe Restricted Cash. As ofMarch 31, 2014, thispractice was discontinued.

PwC viewThe company's monthlyreconciliation processesand subsequentadjustments to the TPLspositions indicate theyconsider these third partyfunds.

Row ThroughAccount

Cash Payments(175%)

Cash Store FinancialGeneral Operating

Account

ill

Third PartyLender

Cash Payments(175%)

Cash Store Financial Services Inc.PwC

• The Broker agreements provide for funds to be held ina designated account ("Designated Financier BankAccount") for the purposes of depositing fundsreceived from Broker Customers in respect of TPLfunded loans.

• Notwithstanding this, the Company has advised thatthe advances to the Broker Customers are fundedfrom the TPL Funds held in the Company's generaloperating accounts. These accounts are simply usedas a conduit for the TPL funds.

• The Carlstrom Affidavit states that no such accountswere designated and that, in fact, the Restricted Cashis comingled in the Company's account with its othercash.

CIEC Account - Lender Account ("Flow ThroughAccount")

• Our discussions with Management identified anadditional bank account.

• Prior to January 2014, this account was used tofacilitate the cash receipts from, and payments madeto the TPLs. Although this account was notspecifically designated for third party funds, itappears to have been used primarily for that purpose.

• The VP Finance (Financial Reporting) advised thisprocess was discontinued in December 2013.

• We reviewed the bank statements for the FlowThrough Account for the period October, 2013 toMarch, 2014. Prior to January 2014, we noted theaccount was actively being used. After January 2014,we noted minimal activity occurring in the account.

• The Flow Through Account had a balance ofapproximately $5,000 as at March 31, 2014.

Strictly private and confidential

16Draft - For discussion purposes only

April 25, 2014

Page 18: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

7 Bank Accounts Contents I At a glance I Summary report

Restricted Funds - GAAP

According to US GAAP, restricted cash is defined asmonies earmarked for a specific purpose and is notavailable for general use.

• Restricted cash is disclosed separately on thefinancial statements, even if the funds are not setaside in special bank accounts.

• In accordance with Rule 5-02, caption 1 ofRegulation S-X, Restricted Cash should besegregated from cash and cash equivalents on thebalance sheet.

• The Company appropriately discloses TPL funds onthe financial statements as Restricted Cash, eventhough the funds may be considered to becomingled.

AccountingforRestricted Cashunder GAAPThe Company hasseparately disclosed itsrestricted cash balances inits financial statements inaccordance with US GAAP.

PwC viewIn recording an qffsettingentry of "Due to TPLs' thecompany appears toacknowledge these arethird party jimds.

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

17April 25, 2014

Page 19: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

8 Disbursements for period from January ito April 14, 2014 Contents I At a glance Summary report

Disbursements forperiod from January1,2014 to April 14,2014

The Company appears tohave been using restrictedcash balances to fund itsoperations. PwC scannedthe disbursements fron1the Company's generaloperating account fromJanuary 1, 2014 to theCAA filing date toidentiiT significantdisbursement out of theordinary course.

PwC viewA sigmjIcant portion ofthe company's Cash wasused to pay professionalfees.

Significant DisbursementsJanuary Ito April 14, 2014

Vendor

Professional FeesOsler Hoskin Harcourt LLPCassels Brock & Blackwell LLPKPMG LLPConway Mackenzie New York - LLCRothschild Inc.Norton Rose Fulbright Canada LLPFTI Consulting Canada Inc.Rmrf Barristers SolicitorsOntario Court Of JusticePaul, Weiss Rifkind, Wharton & Garrison LLPMcCarthyTetraultLLP., In TrustOsler Hoskin Harcourt LLP, In TrustSub-Total

Other Significant DisbursementsAMEX Bank of CanadaThe Great-West Life Assurance CompanyDirect Cash ATM Processing PartnershipEchelon General Insurance CompanyFoster Park Baskett Ins. Ltd.Quinco Financial Inc.Onx Enterprise Soluons Ltd.Frontier Networks Inc.London Life Group Retirement Services424187 .Aiberta Ltd.Sub-Total

Disbursements

• We scanned the disbursements from all bankaccounts for the period from January 1, 2014 to April14, 2014 for the following companies:

- Cash Store Financial Inc.

- Instaloans Inc.

- TCS Cash Store Inc.

- Title Store

Total disbursements for the period were $25.88million. See table for a summary of significant, non-typical transactions and expenditures noted,primarily comprised of professional fees.

I)isbursements also included a number of significant4,115,593

payments that appeared to be in the normal course;

1,259,9181,002,136

925,000802845796,832637,732504,116430,668296,359284,999

6,940,605

however, may require further analysis to determinethe nature of these expenditures.

Amount($)

843,252615,313568,155538,204323,387287,171222,951189,997187,515139,648100,000100,000

Source: Company Reports

Cash Store Financial Services Inc.

Strictly private and confidentialPwC

Draft - For discussion purposes only

18April 25, 2014

Page 20: Court File No. CV-14-10518-OOCL ONTARIO SUPERIOR COURT OF ...cfcanada.fticonsulting.com/cashstorefinancial/docs/95.pdf · superior court of justice - commercial list [n the matter

pwc© 2014 PricewaterhouseCoopers Inc. All rights reserved. PwC refers to the Canadian member firm, andmay sometimes refer to the PwC network. Each member firm is a separate legal entity. Please seehttp://www.pwc.com/structure for further details.