2009-11-11 17:38:04 -
BOUCHERVILLE, QUEBEC -- (Marketwire) -- 11/11/09 -- Uni-Select Inc. (TSX: UNS) reported sales of $359,236,000 for the third quarter of 2009, up 16.6% over sales of $308,162,000 for the same period of 2008. The increase in sales for the Company is primarily due to acquisitions concluded in previous quarters, a 4.2% organic growth and the foreign currency variation. Earnings from continuing operations reached $13,018,000 in the third quarter or $0.66 per share, compared to $11,909,000 or $0.60 per share for the corresponding quarter last year, an increase of 10%.
Year to date, sales for continuing operations reached $1,094,241,000 an increase of $199,710,000 or 22.3% compared with the same period in 2008. Earnings from continuing operations reached $38,041,000 or $1.93 per share, compared to income of $31,992,000 or $1.62 per share for the same period in 2008, an increase of 19.1%.
---------------------------------------------------------------------
3rd QUARTER Year to Date
---------------------------------------------------------------------
(in millions, except net
earnings per share) 2009 2008 2009 2008
---------------------------------------------------------------------
Sales 359.2 308.2 1,094.2 894.5
---------------------------------------------------------------------
Earnings from continuing
Operations 13.0 11.9 38.0 32.0
---------------------------------------------------------------------
Earnings per share from
continuing operations 0.66 0.60 1.93 1.62
---------------------------------------------------------------------
Factoring in the non-recurring loss of $5,117,000 resulting from the disposal of assets of the Heavy Duty division announced in July, net income for the quarter reached $7,901,000 or $0.40 per share compared to $12,354,000 or $0.63 per share last year. For the nine-month period ended September 30, net income was $31,322,000 or $1.59 compared to $31,104,000 or $1.58 per share.
Third-quarter sales for Automotive Group USA reached $220,131,000 compared with $172,092,000 for the third quarter of 2008. The acquisitions completed in recent quarters contributed $32,400,000 to higher sales in the quarter, to which should be added increased organic growth to the order of 3.0% and the favorable impact of the exchange rate variation. The operating margin for the Group decreased slightly at 6.6% compared with 7.0% in 2008. However, on a comparative basis, excluding the impact of the latest acquisitions whose integration is at an early stage, the operating margin was 7.7% and comparable to that of the previous period. Year to date, sales were $694,608,000, a 41.7% increase over the same period in 2008. This increase in sales is derived from acquisitions realized in recent quarters, the exchange rate variation and organic growth of 1.2%. The operating margin, excluding recent acquisitions, showed improvement, going from 7.0% to 7.3% in 2009.
Automotive Group Canada experienced organic sales growth of 5.8% in the third quarter of 2009, partially offset by the effect of the disposal of 11 stores earlier in recent quarters. Sales for the Group stood at $139,105,000 compared to $136,070,000 in the same period of 2008. The operating margin of the Group reached 9.0%, up from 8.1% in the third quarter of last year. Year to date, sales were $399,633,000, down 1.2% from the same period in 2008. For purposes of comparison, excluding the store disposals mentioned above, organic growth was 1.6%. The operating margin stood at 8.7%, an improvement of 1.2% compared to 7.5% in 2008.
"We are pleased with the organic growth recorded during the course of the quarter notwithstanding the difficult economic situation currently rampant in the United States. Results for the quarter continue to benefit from the impact of business development programs and cost reduction initiatives instituted over the course of recent years," said Richard G. Roy, President and Chief Executive Officer of Uni-Select. "From the onset of the fiscal year, the company has significantly reduced its net indebtedness through the disposal of redundant and non strategic assets such as the disposal of assets of the Heavy Duty Group, the reduction of inventory surplus and the renegotiation of payment terms with suppliers. Over the coming quarters, the results of our US operations will benefit from the increased participation of our US subsidiary following the purchase of all of the outstanding stock of its minority shareholders. The company also intends to continue its expansion projects both in Canada and the United States. Furthermore, the company will maintain its strict asset management which may result in the sale or closure of certain stores in Canada and the US in areas with less potential."
In closing, the Board of Directors of Uni-Select Inc. declared a quarterly dividend of $0.1165 per common share payable on January 21, 2010, to shareholders of record as at December 31, 2009.
Unless indicated otherwise, all figures in this release are in Canadian dollars.
Uni-Select is a Canadian leader in the distribution of automotive replacement parts, equipment, tools and accessories. Through its subsidiary Uni-Select USA, Inc., the Company also operates in the United States, where it is the seventh largest distributor. The Uni-Select Network(TM) includes over 2,500 independent jobbers and services 3,500 points of sale in Canada and the United States. Uni-Select is headquartered in Montreal. Uni-Select shares (UNS) are traded on the Toronto Stock Exchange.
Certain statements made in this news release contain forward-looking statements which, by their very nature, include risks and uncertainties, such that actual results could differ from those indicated in those forward-looking statements. For additional information with respect to the risks and uncertainties, refer to the Annual Report filed with Canadian securities commissions by Uni-Select. Unless required to do so pursuant to applicable securities legislation, Uni-Select assumes no obligation as to the updating or revision of the forward-looking statements as a result of new information, future events or other changes.
CONSOLIDATED EARNINGS
THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008
(in thousands of dollars, except earnings per share, unaudited)
3rd QUARTER 9 MONTHS
2009 2008 2009 2008
-------------------------------------------------------------------------
-------------------------------------------------------------------------
$ $ $ $
SALES 359,236 308,162 1,094,241 894,531
-------------------------------------------------------------------------
Earnings before the
following items 27,009 23,195 79,336 63,857
-------------------------------------------------------------------------
Interest (Note 3) 1,929 1,512 6,372 4,801
Amortization
(Note 3) 3,590 2,515 10,711 7,747
-------------------------------------------------------------------------
5,519 4,027 17,083 12,548
-------------------------------------------------------------------------
Earnings before
income taxes and non-
controlling interest 21,490 19,168 62,253 51,309
Income taxes
Current 3,501 1,695 17,005 11,872
Future 4,015 4,588 4,200 4,879
-------------------------------------------------------------------------
7,516 6,283 21,205 16,751
-------------------------------------------------------------------------
Earnings before non-
controlling interest 13,974 12,885 41,048 34,558
Non-controlling
interest 956 976 3,007 2,566
-------------------------------------------------------------------------
Earnings from
continuing operations 13,018 11,909 38,041 31,992
Earnings (loss)
related to
discontinued
operations (Note 7) (5,117) 445 (6,719) (888)
-------------------------------------------------------------------------
Net earnings 7,901 12,354 31,322 31,104
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic earnings and
diluted earnings
per share (Note 4)
From continuing
operations 0.66 0.60 1.93 1.62
From discontinued
operations (0.26) 0.03 (0.34) (0.04)
Net income 0.40 0.63 1.59 1.58
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Weighted average
number of
outstanding
shares 19,714,128 19,727,958 19,707,862 19,732,080
-------------------------------------------------------------------------
Number of issued
and outstanding
shares 19,714,128 19,727,958 19,714,128 19,727,958
-------------------------------------------------------------------------
The accompanying notes are an integral part of the interim consolidated
financial statements.
CONSOLIDATED RETAINED EARNINGS
NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008
(in thousands of dollars, unaudited)
9 MONTHS
2009 2008
-------------------------------------------------------------------------
-------------------------------------------------------------------------
$ $
Balance, beginning of period 324,241 287,712
Net earnings 31,322 31,104
-------------------------------------------------------------------------
355,563 318,816
Redemption of common shares (a) - 176
Dividends 6,889 6,364
-------------------------------------------------------------------------
Balance, end of period 348,674 312,276
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(a) In 2008, the Company redeemed 8,600 common shares for a cash
consideration of $197 including a share redemption premium of $176.
CONSOLIDATED COMPREHENSIVE INCOME
THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008
(in thousands of dollars, unaudited)
3rd QUARTER 9 MONTHS
2009 2008 2009 2008
-------------------------------------------------------------------------
-------------------------------------------------------------------------
$ $ $ $
Net earnings 7,901 12,354 31,322 31,104
-------------------------------------------------------------------------
Other comprehensive
income:
Unrealized losses on
derivative financial
instruments
designated as cash
flow hedges, net of
income taxes of
$520 and $136 for
the three-month and
the nine-month
periods
respectively ($218
and $224 in 2008) (1,003) (468) (288) (481)
Reclassification of
realized losses to
net earnings on
derivative financial
instruments
designated as cash
flow hedges, net of
income taxes of
($292) and ($804)
for the three-month
and the nine-month
periods respectively
(($53) and ($120) in
2008) 641 113 1,754 257
Unrealized gains
(losses) on
translation of bank
indebtedness
incurred in 2008
and designated as a
hedge of net
investments in
self-sustaining
foreign
subsidiairies 1,492 (994) 2,523 (994)
Unrealized gains
(losses) on
translating
financial statements
of self sustaining
foreign operations (17,629) 6,407 (29,790) 11,200
-------------------------------------------------------------------------
Other comprehensive
income (16,499) 5,058 (25,801) 9,982
-------------------------------------------------------------------------
Comprehensive income (8,598) 17,412 5,521 41,086
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The accompanying notes are an integral part of the interim consolidated
financial statements.
CONSOLIDATED CASH FLOWS
THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008
(in thousands of dollars, except dividends paid per share, unaudited)
3rd QUARTER 9 MONTHS
2009 2008 2009 2008
-------------------------------------------------------------------------
-------------------------------------------------------------------------
$ $ $ $
OPERATING ACTIVITIES
Net earnings 7,901 12,354 31,322 31,104
Non-cash items
Amortization 3,627 2,587 10,882 7,962
Amortization of
deferred gain on
a sale-leaseback
arrangement (47) (61) (169) (169)
Future income taxes 1,201 4,588 1,386 4,879
Non-monetary loss
from discontinued
activities 3,914 - 3,914 -
Non-controlling
interest 956 976 3,007 2,566
-------------------------------------------------------------------------
17,552 20,444 50,342 46,342
Changes in working
capital items 18,967 (5,517) (9,501) (2,600)
-------------------------------------------------------------------------
CASH FLOWS FROM
OPERATING
ACTIVITIES 36,519 14,927 40,841 43,742
-------------------------------------------------------------------------
INVESTING ACTIVITIES
Business
acquisitions
(Note 5) - (87,844) (668) (117,469)
Disposal of assets
(Note 6 and 7) 13,974 - 14,823 -
Non-controlling
interest - - (196) -
Investments and
advances to
merchant members (432) (1,773) (6,811) (4,111)
Receipts on advances
to merchant members 1,156 890 3,430 3,221
Fixed assets (4,757) (3,129) (14,917) (9,295)
Disposal of fixed
assets 163 121 594 297
-------------------------------------------------------------------------
CASH FLOWS FROM
INVESTING
ACTIVITIES 10,104 (91,735) (3,745) (127,357)
-------------------------------------------------------------------------
FINANCING ACTIVITIES
Bank indebtedness (6,264) 7,348 3,845 6,091
Balance of purchase
price (6) 837 (691) 837
Financing costs - - - (414)
Long-term debt 1,101 71,349 1,101 84,977
Repayment of
long-term debt (79) (615) (1,578) (1,587)
Merchant members'
deposits in
guarantee fund (728) (19) (546) 142
Issuance (redemption)
of shares - - 202 (197)
Dividends paid (2,297) (2,121) (6,710) (6,364)
-------------------------------------------------------------------------
CASH FLOWS FROM
FINANCING
ACTIVITIES (8,273) 76,779 (4,377) 83,485
-------------------------------------------------------------------------
EFFECT OF EXCHANGE
RATE CHANGES
ON CASH AND
CASH EQUIVALENT (376) - (4,301) -
-------------------------------------------------------------------------
Increase (decrease)
in cash and cash
equivalents 37,974 (29) 28,418 (130)
Cash and cash
equivalents,
beginning of period 126 498 9,682 599
-------------------------------------------------------------------------
Cash and cash
equivalents, end
of period 38,100 469 38,100 469
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Dividends paid per
share 0.117 0.108 0.342 0.323
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The accompanying notes are an integral part of the interim consolidated
financial statements.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2009 AND 2008
(in thousands of dollars, unaudited)
SEPTEMBER 30 SEPTEMBER 30 DECEMBER 31
2009 2008 2008
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Audited
$ $ $
ASSETS
CURRENT ASSETS
Cash and cash equivalents 38,100 469 9,682
Accounts receivable 175,428 187,540 180,308
Income taxes receivable - 8,526 9,051
Inventory (Note 8) 407,388 429,756 482,340
Prepaid expenses 5,385 5,382 6,742
Future income taxes 8,796 6,122 10,172
Assets related to discontinued
operations (Note 7) 20,015 - -
-------------------------------------------------------------------------
655,112 637,795 698,295
Investments and advances to
merchant members 15,835 8,431 8,710
Fixed assets 54,750 49,372 54,939
Financing costs 518 759 785
Intangible assets 6,938 230 8,147
Goodwill 93,617 86,907 99,501
Future income taxes 3,826 2,781 3,707
-------------------------------------------------------------------------
830,596 786,275 874,084
-------------------------------------------------------------------------
-------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES
Bank indebtedness (Note 9) - 43,823 -
Accounts payable 185,237 163,181 212,581
Income taxes payable 1,505 - -
Dividends payable 2,297 2,122 2,118
Instalments on long-term debt
and on merchant members'
deposits in guarantee fund 128 36 327
Future income taxes 7,957 1,275 5,676
Liabilities related to
discontinued operations (Note 7) 12,401 - -
-------------------------------------------------------------------------
209,525 210,437 220,702
Deferred gain on a sale-leaseback
arrangement 2,142 2,339 2,641
Long-term debt 183,549 182,152 209,907
Merchant members' deposits in
guarantee fund 7,328 7,783 7,724
Derivative financial instruments
(Note 13) 6,487 328 8,620
Future income taxes 6,110 4,470 5,013
Non-controlling interest 43,824 39,669 46,776
-------------------------------------------------------------------------
458,965 447,178 501,383
-------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital stock 50,040 49,850 49,838
-------------------------------------------------------------------------
Contributed surplus 323 - 227
Retained earnings 348,674 312,276 324,241
Accumulated other comprehensive
income (Note 10) (27,406) (23,029) (1,605)
-------------------------------------------------------------------------
321,591 289,247 322,863
-------------------------------------------------------------------------
371,631 339,097 372,701
-------------------------------------------------------------------------
830,596 786,275 874,084
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The accompanying notes are an integral part of the interim consolidated
financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008
(in thousands of dollars, except for per share amounts, unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles for interim financial statements and do not include all disclosures required for complete financial statements. They are also consistent with the accounting policies outlined in the audited financial statements of the Company for the year ended December 31, 2008. The interim financial statements and related notes should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2008. When necessary, the financial statements include amounts based on informed estimates and the best judgment of management. The operating results for the interim periods reported are not necessarily indicative of results to be expected for the year.
2. CHANGES IN ACCOUNTING POLICIES
Goodwill and intangible assets
On January 1, 2009, in accordance with the applicable transitional provisions, the Company adopted the new recommendations of the CICA Handbook included in Section 3064, "Goodwill and intangible assets". This Section establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets, after the initial recognition. The adoption of these recommendations did not have significant impact on the consolidated financial statements.
Credit risk and fair value of financial assets and financial liabilities
On January 1, 2009, the Company adopted the recommendations of EIC-173 of the CICA Handbook, Credit risk and fair value of financial assets and financial liabilities. This abstract notes that the credit risk specific to the entity and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities, including derivatives.
The adoption of these recommendations was applied retrospectively without restatement of consolidated financial statements of prior periods. On January 1, 2009, taking into account credit risk in the evaluation of derivative financial instruments did not have significant effect on consolidated results.
3. INFORMATION INCLUDED IN THE CONSOLIDATED EARNINGS ###PRECONTENT2### 4. EARNINGS PER SHARE
Weighted average number of shares for the calculation of basic earnings per share is 19,714,128 for the three-month period ended September 30, 2009 (19,727,958 in 2008) and 19,707,862 for the nine-month period ended September 30, 2009 (19,732,080 in 2008). Impact of stock options exercised is 10,881 shares for the three-month period ended September 30, 2009 (18,644 in 2008) and 13,699 for the nine-month period ended September 30, 2009 (20,554 in 2008) which total a weighted average number of shares of 19,725,009 for the three-month period ended September 30, 2009 (19,746,602 in 2008) and 19,721,561 for the nine-month period ended September 30, 2009 (19,752,634 in 2008) for calculation of diluted earnings per share.
5. BUSINESS ACQUISITIONS
In 2009, the Company acquired the assets of two companies in the Automotive USA segment.
In addition, the Company increased its interest by 5.77% in its joint venture, Uni-Select Pacific Inc. Following this transaction, the Company's interest in the joint venture increased from 69.23% to 75%. This transaction was carried out at the carrying amount as stated in the shareholders' agreement.
The operating results are consolidated in the statement of earnings since the acquisition date.
The preliminary purchase price is allocated as follows:
###PRECONTENT3### Uni-Select USA Inc.
The Company acquired a non-controlling interest for a cash consideration of $196. Following this transaction, the Company's interest in its U.S. subsidiary increased by 0.05%, from 86.94% to 86.99% (Note 16).
6. DISPOSAL OF ASSETS
In 2009, the Company sold in several transactions some of the assets of eleven stores in the Automotive Canada segment. The assets have been sold for an amount of $5,321 for a cash consideration of $1,714 from which $653 is receivable and a non-cash consideration of $3,607.
7. DISCONTINUED OPERATIONS
As announced on August 17, 2009, the Company has proceeded to the disposal of certain assets of its Palmar Inc. subsidiary, which constitutes all of the Heavy Duty Group segment.
Pursuant to Section 3475 of the CICA Handbook, titled Disposal of Long-Lived Assets and Discontinued Operations, the group's operating results and loss from discontinued activities have been reclassified and presented in the consolidated statement of earnings as "Earnings (loss) related to discontinued operations" for the 2009 and 2008 periods while the assets and liabilities of Palmar Inc. as at September 30, 2009 have been reclassified and presented in the consolidated balance sheet under "Assets or liabilities related to discontinued operations".
The preliminary selling price is allocated as follows:
###PRECONTENT4### The following table provides the discontinued operations results for the three-month and nine-month periods ended September 30, 2009 and 2008:
###PRECONTENT5### 8. INVENTORY
Cost of inventory recognized as an expense for the three-month period ended September 30, 2009 is $255,246 ($215,809 in 2008) and $773,619 for the nine-month period ended September 30, 2009 ($635,629 in 2008).
9. CREDIT FACILITY
The Company has a credit facility in the amount of $325,000. This credit facility is composed of a $235,000 revolving credit expiring in October 2011. The credit facility also includes a $90,000 operating credit maturing in October 2010 which is also used for the issuance of letters of guarantee and is renewable annually in October. As at September 30, 2009, the issued letters of guarantee totalled $7,580 ($6,515 as at December 31, 2008). This facility can be drawn either in Canadian dollars or U.S. dollars. The interest rates vary according to the type of loan and the financial ratios achieved by the Company and are set each quarter. As at September 30, 2009, interest rates vary between 1.45% and 5.75% (1.4% and 3.75% as at December 31, 2008).
10. ACCUMULATED OTHER COMPREHENSIVE INCOME ###PRECONTENT6### 11. EMPLOYEE FUTURE BENEFITS
As at September 30, 2009, the Company s pension plans are defined benefit and contribution plans.
For the three-month period ended September 30, 2009, the total expense for the defined contribution pension plans was $215 ($193 in 2008) and $619 ($601 in 2008) for the defined benefit pension plans.
For the nine-month period ended September 30, 2009, the total expense for the defined contribution pension plans was $949 ($600 in 2008) and $1,920 ($1,802 in 2008) for the defined benefit pension plans.
12. GUARANTEES
As per inventory repurchase agreements, the Company has made a commitment to financial institutions to repurchase inventories from some of its customers at a rate of 60% to 75% of the value of inventories for a maximum amount of $63,294 ($65,525 as at December 31, 2008). In the event of proceedings, the inventories would be liquidated in the normal course of the Company's operations. These agreements are for an undetermined period of time. In management's opinion, the likelihood of major payments being made and losses being absorbed is low, since the value of the assets held in guarantee is significantly higher than the Company's commitments.
13. FINANCIAL INSTRUMENTS
Derivative financial instruments
The Company entered into agreements to swap variable interest rates (Note 9) for a nominal amount of US$120,000 for fixed rates.
###PRECONTENT7### The fair value of the interest rate swaps is calculated using quotes for similar instruments on the balance sheet date as determinated by the Company and represents an amount payable by the Company of $6,487 ($8,620 as at December 31, 2008).
14. SEGMENTED INFORMATION ###PRECONTENT8### 15. FUTURE ACCOUNTING STANDARDS
International Financial Reporting Standards
In February 2008, the Canadian Accounting Standard Board of the CICA announced that the use of International Financial Reporting Standards ("IFRS") established by the International Accounting Standard Board will be required for fiscal years beginning January 1st, 2011 for publicly accountable profit-oriented enterprises. IFRS will replace the Canadian standards.
To ensure a successful conversion, the Company prepared a global changeover plan in four phases: initial assessment, detailed assessment, design and implementation. The first two phases of the changeover plan are completed. The Company is currently analysing impacts of differences between Canadian standards and IFRS on accounting policies, financial statements and disclosure. Changes in accounting policies are probable and should impact the Company s consolidated financial statements.
The Company will monitor changes to IFRS and assess the impacts that these new standards will have on financial results and on IFRS changeover project.
Business combinations
In January 2009, the CICA issued Section 1582, Business Combinations, which supersedes the like-named Section 1581. This Section applies prospectively to business combinations for which the date of acquisition is in fiscal years beginning on or after January 1, 2011. The Section establishes standards for the recognition of a business combination. The Company will analyze the effects of the adoption of this Section together with the analysis of the International Financial Reporting Standards.
Consolidated financial statements
In January 2009, the CICA issued Section 1601, Consolidated Financial Statements, which supersedes the like-named Section 1600. This Section applies to interim and annual financial statements for fiscal years beginning on or after January 1, 2011. The Section establishes standards for the preparation of consolidated financial statements. The Company will analyze the effects of the adoption of this Section together with the analysis of the International Financial Reporting Standards.
Non-controlling interests
In January 2009, the CICA issued Section 1602, Non-controlling Interests, which supersedes Section 1600, Consolidated financial statements. This Section applies to interim and annual financial statements for fiscal years beginning on or after January 1, 2011. The Section establishes standards for the accounting of non-controlling interests in a subsidiary in the consolidated financial statements subsequent to a business combination. The Company will analyze the effects of the adoption of this Section together with the analysis of the International Financial Reporting Standards.
16. SUBSEQUENT EVENT
On October 6, the Company acquired all of the non-controlling interest by payment of a cash consideration of $44,840. Following this acquisition, the Company holds 100% of the shares of its subsidiary, Uni-Select USA Inc.
Contacts:
Uni-Select Inc.
Richard G. Roy
President and Chief Executive Officer
450-641-2440
450-449-4908 (FAX)
Uni-Select Inc.
Denis Mathieu
Vice-President and Chief Financial Officer
450-641-2440
450-449-4908 (FAX)
www.uni-select.com :
