Company Also Announces Normal Course Issuer Bid and E.J. Bird as Chief
Financial Officer
TORONTO, May 22, 2013 /CNW/ – Sears Canada Inc. (SCC.TO) today
announced its unaudited first quarter results. Total revenue for the
13-week period ended May 4, 2013 was $867.1 million compared to $928.0
million for the 13-week period ended April 28, 2012, a decrease of
6.6%. Same store sales decreased 2.6%.
The net loss for the quarter this year was $31.2 million or $0.31 cents
per share compared to net earnings of $93.1 million or $0.91 cents per
share for the same period last year. Included in the net earnings for
the first quarter last year was a pre-tax gain of $164.3 million
related to the lease terminations of three stores as announced by the
Company on March 2, 2012. Excluding the gain from lease terminations,
the net loss in the first quarter last year was $44.9 million.
Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) for the 13-week period ended May 4, 2013 was a loss of
$9.8 million compared to a loss of $22.7 million for the 13-week period
ended April 28, 2012, an improvement of $12.9 million.
“We are encouraged to see significant improvements in areas that we have
targeted with our Transformation, particularly in the soft lines
businesses,” said Calvin McDonald, President and Chief Executive
Officer, Sears Canada Inc. “We experienced year over year growth in
Apparel and Accessories for the second quarter in a row, the first time
this has happened in over six years. The Bed and Bath category has
also improved this quarter compared to the same period last year. Our
Major Appliances business maintained market share but experienced sales
declines, as did our Furniture and Mattress businesses all of which
suffered in a very tough quarter of trading because of unfavourable
economic conditions and low consumer confidence. The unseasonable cool
spring in most parts of the country had an adverse impact on sales of
outdoor power equipment, patio, and other seasonal lines.
“We are continuing to make progress in our Transformation, and we
believe the growth in Apparel and Accessories is an indicator that we
are on the right track,” continued Mr. McDonald. “At the same time our
rate management initiatives have positively impacted gross margin by 50
basis points, while our focus on controlling costs has reduced expenses
by 7.9% compared to the same period last year. Factoring out the gains
from the return of the three leases to the landlord last year, we are
seeing an overall improvement in our bottom line for the quarter as
compared to the first quarter last year.
“The efforts of our 29,000 associates are a key component in making the
Company’s three-year Transformation a success. While their hard work
is starting to bear fruit, there is still work to do,” added Mr.
McDonald.
Adjusted EBITDA is a non-IFRS measure, and excludes finance costs,
interest income, share of income or loss from joint ventures, income
tax expense or recovery, depreciation and amortization and income or
expenses of a non-recurring, unusual or one-time nature. Please refer
to the table attached for a reconciliation of net earnings (loss) to
Adjusted EBITDA.
Normal Course Issuer Bid
The Company also announced today that it intends to file with the
Toronto Stock Exchange (“TSX”) a Notice of Intention to make a Normal
Course Issuer Bid that permits the Company to purchase for cancellation
up to 5% of its issued and outstanding common shares, representing
5,093,883 of the issued and outstanding common shares (“Shares”).
There are 101,877,662 Shares issued and outstanding, as at May 10,
2013.
Under the Normal Course Issuer Bid, which is subject to TSX approval,
purchases may commence on May 24, 2013 and must terminate by May 23,
2014 or on such earlier date as Sears Canada may complete its purchases
pursuant to the Notice of Intention filed with the TSX. The total
purchase of Shares by Sears Canada pursuant to its Normal Course Issuer
Bid will not exceed, in the aggregate, 5% of all outstanding Shares,
and will be subject to the limits under the Toronto Stock Exchange
rules, including a daily limit of 25% of the average daily trading
volume (which, based on the prior six months trading volumes, cannot
exceed 19,689 Shares a day), and a limit of one block purchase per week
(which is not subject to an average daily trading volume limit).
The Board of Directors believes that, if the Company is able to purchase
Shares at attractive prices, such purchases will create value for the
Company and its continuing shareholders while providing additional
liquidity to shareholders who desire to sell their Shares. The Company
may not purchase Shares under the Normal Course Issuer Bid if Shares
cannot be purchased at prices that the Company considers attractive and
decisions regarding the timing of purchases will also be based on
market conditions and other factors. Therefore, there is no assurance
that any Shares will be purchased under the Normal Course Issuer Bid
and the Company may elect to suspend or discontinue the bid at any
time.
Sears Canada will report to its shareholders in its quarterly and annual
reports as to the status of the Normal Course Issuer Bid. All
purchases of Shares pursuant to its Normal Course Issuer Bid will be
made by Sears Canada in accordance with the rules of the TSX and
effected through the facilities of the TSX. Moreover, Sears Canada will
make no purchases of Shares other than open market purchases. Any
Shares purchased will be cancelled.
In the twelve month period preceding May 10, 2013, Sears Canada
purchased 634,870 common shares for cancellation at a weighted average
purchase price of $10.84 per share.
Sears Canada may, from time to time, enter into an automatic purchase
plan with a designated broker to allow for the repurchase of its common
shares under the Normal Course Issuer Bid at times when Sears Canada
ordinarily would not be active in the market due to its own internal
trading blackout periods, insider trading rules, or otherwise.
Sears Canada Appoints Chief Financial Officer
The Company is also announcing today that the Board of Directors of the
Corporation has appointed E.J. Bird as Executive Vice-President and
Chief Financial Officer. Mr. Bird was appointed Interim Chief
Financial Officer on March 12, 2013. Mr. Bird will also continue to
serve as a Director of Sears Canada, a role he has held since 2006.
“I’m pleased to have E.J. join Sears Canada on a permanent basis as our
CFO,” said Mr. McDonald. “He brings a significant amount of experience
to the role, and having served as Interim CFO for the past two months,
he will be able to step into the role in what is expected to be a
seamless transition. I thank him for the leadership he has
demonstrated to date and look forward to working with him on a
permanent basis.”
As mentioned in the Company’s March 12 release, Mr. Bird attended Baylor
University in Waco, Texas where he graduated summa cum laude with a
Bachelor of Business Administration, majoring in Accounting. He earned
his MBA at Stanford’s Graduate School of Business in California where
he was an Arjay Miller Scholar. In between degrees Mr. Bird worked in
the audit department of Price Waterhouse’s Houston office. He has
worked extensively in the investment arena, is a director at Sears
Hometown and Outlet Stores, Inc. of Hoffman Estates, Illinois and has
most recently led his own company business providing consulting
services.
In addition, the Company is also announcing that Donald C. Ross has been
appointed Lead Director of the Corporation and that Deborah E. Rosati
has been appointed Chair of the Audit Committee.
This release contains information which is forward-looking and is
subject to important risks and uncertainties. Forward-looking
information concerns the Company’s future financial performance,
business strategy, plans, goals and objectives. Factors which could
cause actual results to differ materially from current expectations
include, but are not limited to: the ability of the Company to
successfully implement its cost reduction, productivity improvement and
strategic initiatives and whether such initiatives will yield the
expected benefits; the results achieved pursuant to the Company’s
long-term marketing and servicing alliance with JPMorgan Chase Bank,
N.A.; general economic conditions; competitive conditions in the
businesses in which the Company participates; changes in consumer
spending; seasonal weather patterns; customer preference toward product
offerings; changes in the Company’s relationship with its suppliers;
interest rate fluctuations and other changes in funding costs;
fluctuations in foreign currency exchange rates; the possibility of
negative investment returns in the Company’s pension plan; the outcome
of pending legal proceedings; and changes in laws, rules and
regulations applicable to the Company. While the Company believes that
its forecasts and assumptions are reasonable, results or events
predicted in this forward-looking information may differ materially
from actual results or events.
Sears Canada is a multi-channel retailer with a network that includes
181 corporate stores, 248 hometown dealer stores, over 1,400 catalogue
and online merchandise pick-up locations, 101 Sears Travel offices and
a nationwide home maintenance, repair, and installation network. The
Company also publishes Canada’s most extensive general merchandise
catalogue and offers shopping online at www.sears.ca.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Sears Canada Inc. is incorporated in Canada. The address of its
registered office and principal place of business is 290 Yonge Street,
Suite 700, Toronto, Ontario, Canada M5B 2C3. The principal activities
of Sears Canada Inc. and its subsidiaries (the “Company”) include the
sale of goods and services through the Company’s Retail channel, which
includes its Full-line, Sears Home, Hometown Dealer, Outlet, Appliances
and Mattresses, Corbeil Electrique Inc. stores, and its Direct
(catalogue/internet) channel. It also includes service revenue related
to product repair and logistics. Commission revenue includes travel,
home improvement services, insurance, and performance payments received
from JPMorgan Chase Bank, N.A. (Toronto Branch) (“JPMorgan Chase”)
under the Company’s long-term credit card marketing and servicing
alliance with JPMorgan Chase. The Company has partnered with Thomas
Cook Canada Inc. (“Thomas Cook”) in a multi-year licensing arrangement,
under which Thomas Cook manages the day-to-day operations of all Sears
Travel offices and provides commissions to the Company. The Company has
also partnered with SHS Services Management (“SHS”) in a multi-year
licensing arrangement, under which SHS oversees the day-to-day
operations of all Sears Home Improvements Product Services business
(“HIPS”). Licensee fee revenues are comprised of payments received from
licensees, including Thomas Cook and SHS, that operate within the
Company’s stores. The Company is a party to a number of real estate
joint ventures which have been classified as joint operations and
accounted for using proportionate consolidation for financial reporting
purposes.
The indirect parent of the Company is Sears Holdings Corporation (“Sears
Holdings”), incorporated in the U.S. in the state of Delaware. The
ultimate controlling party of the Company is ESL Investments, Inc.
(incorporated in the U.S. in the state of Florida) through Sears
Holdings.
2. Significant accounting policies
2.1 Statement of compliance
The unaudited condensed consolidated financial statements of the Company
for the 13-week period ended May 4, 2013 (the “Financial Statements”)
have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34″) issued by the International Accounting Standards Board
(“IASB”), and therefore, do not contain all disclosures required by
International Financial Reporting Standards (“IFRS”) for annual
financial statements. Accordingly, these Financial Statements should be
read in conjunction with the Company’s most recently prepared annual
consolidated financial statements for the 53-week period ended February
2, 2013 (the “2012 Annual Consolidated Financial Statements”), prepared
in accordance with IFRS.
2.2 Basis of preparation and presentation
The principal accounting policies of the Company have been applied
consistently in the preparation of these Financial Statements for all
periods presented. These Financial Statements follow the same
accounting policies and methods of application as those used in the
preparation of the 2012 Annual Consolidated Financial Statements,
except as noted below. The Company’s significant accounting policies
are described in Note 2 of the 2012 Annual Consolidated Financial
Statements.
The Company adopted the following new standards and amendments which
became effective “in” or “for” the 13-week period ended May 4, 2013
(“Q1 2013″):
-
IAS 1, Presentation of Financial Statements (“IAS 1″)
The IASB has amended IAS 1 to require additional disclosures for items
presented in Other Comprehensive Income (“OCI”) on a before-tax basis
and requires items to be grouped and presented in OCI based on whether
they are potentially reclassifiable to earnings or loss subsequently
(i.e. items that may be reclassified and those that will not be
reclassified to earnings or loss). These amendments are effective for
annual periods beginning on or after July 1, 2012 and require full
retrospective application. As a result of the adoption of the IAS 1
amendment, the Company modified its presentation of other comprehensive
income in these unaudited condensed consolidated financial statements;
-
IAS 28, Investments in Associates and Joint Ventures (“IAS 28″)
IAS 28 (as amended in 2011) supersedes IAS 28 (2003), Investments in Associates and outlines how to apply, with certain limited exceptions, the equity
method to investments in associates and joint ventures. The standard
also defines an associate by reference to the concept of “significant
influence”, which requires power to participate in financial and
operating policy decisions of an investee (but not joint control or
control of those policies). Based on the Company’s assessment of this
amendment, there is no impact on its unaudited condensed consolidated
financial statements;
-
IFRS 7, Financial Instruments: Disclosures (“IFRS 7″)
The IASB has amended IFRS 7. The amendment establishes disclosure
requirements to help users better assess the effect or potential effect
of offsetting arrangements on a company’s financial position. These
amendments are effective for annual periods beginning on or after
January 1, 2013 and must be applied retrospectively. Based on the
Company’s assessment of this amendment, there is no impact on its
unaudited condensed consolidated financial statements;
-
IFRS 11, Joint Arrangements (“IFRS 11″)
IFRS 11, along with IFRS 12 described below, replaces IAS 31, Interests in Joint Ventures (“IAS 31″) and requires that a party in a joint arrangement assess its
rights and obligations to determine the type of joint arrangement and
account for those rights and obligations accordingly. The adoption of
this standard has impacted the Company as described in Note 2.4;
-
IFRS 12, Disclosure of Involvement with Other Entities (“IFRS 12″)
IFRS 12, along with IFRS 11 described above, replaces IAS 31. IFRS 12
requires the disclosure of information that enables users of financial
statements to evaluate the nature of and the risks associated with, the
entity’s interests in joint ventures and the impact of those interests
on its financial position, financial performance and cash flows. These
amendments are effective for annual periods beginning on or after
January 1, 2013 and must be applied retrospectively. The adoption of
these amendments did not have an impact on the Company’s unaudited
condensed consolidated financial statements; and
2.2.1 Basis of Consolidation
The Company’s Financial Statements incorporate the financial statements
of the Company as well as all of its subsidiaries. Real estate joint
venture investments are accounted for using the proportionate
consolidation method of accounting. Subsidiaries include all entities
where the Company has the power to govern the financial and operating
policies of the entity so as to obtain benefits from its activities.
All intercompany balances and transactions, and any unrealized income
and expenses arising from intercompany transactions, are eliminated in
the preparation of these Financial Statements.
The fiscal year of the Company consists of a 52 or 53-week period ending
on the Saturday closest to January 31. The 13-week periods presented in
these Financial Statements are for the periods ending May 4, 2013 and
April 28, 2012.
These Financial Statements are presented in Canadian dollars, which is
the Company’s functional currency. The Company reports as two operating
segments, Merchandising and Real Estate Joint Ventures (see Note 18).
2.3 Seasonality
The Company’s operations are seasonal in nature. Accordingly,
merchandise and service revenues, as well as performance payments
received from JPMorgan Chase under the long-term credit card marketing
and servicing alliance, will vary by quarter based on consumer spending
behaviour. Historically, the Company’s revenues and earnings are
highest in the fourth quarter due to the holiday season. The Company is
able to adjust certain variable costs in response to seasonal revenue
patterns; however, costs such as occupancy are fixed, causing the
Company to report a disproportionate level of earnings in the fourth
quarter. This business seasonality results in quarterly performance
that is not necessarily indicative of the year’s performance.
2.4 Changes in Accounting Policy
IFRS 11, Joint Arrangements
The Company adopted IFRS 11 in Q1 2013. On May 12, 2011, the IASB issued
IFRS 11 which replaced IAS 31, Interests in Joint Ventures, and required that a party in a joint arrangement assess its rights and
obligations to determine the type of joint arrangement and account for
those rights and obligations accordingly. The Company has determined
that the joint arrangements with its real estate joint ventures are
joint operations and will be recognized in proportion to the Company’s
ownership percentage in these arrangements.
IFRS 11 is effective for annual periods beginning on or after January 1,
2013 with early adoption permitted. The amendments are required to be
applied retrospectively in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors.
As the Company implemented IFRS 11 in Q1 2013, the Company has
retrospectively adjusted the assets and liabilities as at February 2,
2013, April 28, 2012 and January 28, 2012 and the income, expenses and
cash flow for the 13-week period ended April 28, 2012 and 53-week
period ended February 2, 2013.
A summary of the impact arising from the application of the change in
accounting policy is as follows:
As a result of the adoption of IFRS 11 in Q1 2013, the Company has two
reportable segments: Merchandising and Real Estate Joint Venture
operations. Refer to Note 18 for the segmented information disclosure.
3. Issued standards not yet adopted
The Company monitors the standard setting process for new standards and
interpretations issued by the IASB that the Company may be required to
adopt in the future. Since the impact of a proposed standard may change
during the review period, the Company does not comment publicly until
the standard has been finalized and the effects have been determined.
On December 16, 2011, the IASB issued amendments to two previously
released standards. They are as follows:
4. Critical accounting judgments and key sources of estimation uncertainty
In the application of the Company’s accounting policies, management is
required to make judgments, estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and underlying assumptions
are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognized in the
period in which the estimate is revised, if the revision affects only
that period, or in the period of the revision and future periods, if
the revision affects both current and future periods.
Critical judgments that management has made in the process of applying
the Company’s accounting policies, key assumptions concerning the
future and other key sources of estimation uncertainty that have the
potential to materially impact the carrying amounts of assets and
liabilities within the next financial year are described in Note 4 of
the 2012 Annual Consolidated Financial Statements and are consistent
with those used in the preparation of these Financial Statements.
5. Cash and cash equivalents and interest income
Cash and cash equivalents
The components of cash and cash equivalents were as follows:
The components of restricted cash and cash equivalents are further
discussed in Note 15.
Interest income
Interest income related primarily to cash and cash equivalents for the
13-week period ended May 4, 2013 totaled $0.4 million (2012: $0.6
million). For the same 13-week period, the Company received $0.5
million (2012: $0.5 million) in cash related to interest income.
6. Inventories
The amount of inventory recognized as an expense during the 13-week
period ended May 4, 2013 was $489.0 million (2012: $527.4 million),
which includes $24.4 million (2012: $22.6 million) of inventory
write-downs. These expenses are included in “Cost of goods and services
sold” in the unaudited Condensed Consolidated Statements of Net (Loss)
Earnings and Comprehensive (Loss) Income. There were reversals of $3.5
million of prior period inventory write-downs for the 13-week period
ended May 4, 2013 (2012:nil).
Inventory is pledged as collateral under the Company’s revolving credit
facility.
7. Long-term obligations and finance costs
Long-term obligations
Total outstanding long-term obligations were as follows:
The Company’s debt consists of a secured credit facility, finance lease
obligations and the Company’s proportionate share of its real estate
joint venture obligations. In September 2010, the Company entered into
an $800.0 million senior secured revolving credit facility (the “Credit
Facility”) with a syndicate of lenders with a maturity date of
September 10, 2015. The Credit Facility is secured with a first lien on
inventory and credit card receivables. Availability under the Credit
Facility is determined pursuant to a borrowing base formula.
Availability under the Credit Facility was $606.5 million as at May 4,
2013 (February 2, 2013: $501.5 million, April 28, 2012: $580.9 million,
January 28, 2012: $415.1 million). The current availability may be
reduced by reserves currently estimated by the Company to be
approximately $440.0 million, which may be applied by the lenders at
their discretion pursuant to the Credit Facility agreement. As a result
of judicial developments relating to the priorities of pension
liability relative to certain secured obligations, the Company has
executed an amendment to its Credit Facility agreement which would
provide additional security to the lenders by pledging certain real
estate assets as collateral, thereby partially reducing the potential
reserve amount the lenders could apply by up to $150.0 million. The
additional reserve amount may increase or decrease in the future based
on changes in estimated net pension deficits in the event of a wind-up.
The Credit Facility contains covenants which are customary for
facilities of this nature and the Company was in compliance with all
covenants as at May 4, 2013.
As at May 4, 2013, the Company had no borrowings on the Credit Facility
and had unamortized transaction costs incurred to establish the Credit
Facility of $5.7 million included in “Other long-term assets” in the
unaudited Condensed Consolidated Statements of Financial Position
(February 2, 2013: no borrowings and unamortized transaction costs of
$6.2 million included in “Other long-term assets”, April 28, 2012: no
borrowings and unamortized transaction costs of $7.7 million included
in “Other long-term assets”, January 28, 2012: borrowings of $93.1
million, net of unamortized transaction costs of $8.0 million, included
in “Long-term obligations”). In addition, the Company had $24.2 million
(February 2, 2013: $19.7 million, April 28, 2012: $6.7 million,
January 28, 2012: $6.3 million) of standby letters of credit
outstanding against the Credit Facility. These letters of credit cover
various payments including third party payments, utility commitments
and defined benefit plan deficit funding. Interest on drawings under
the Credit Facility is determined based on bankers’ acceptance rates
for one to three month terms or the prime rate plus a spread. Interest
amounts on the Credit Facility are due monthly and are added to
principal amounts outstanding.
As at May 4, 2013, the Company had outstanding merchandise letters of
credit of U.S. $9.5 million (February 2, 2013: U.S. $7.9 million, April
28, 2012: U.S. $6.2 million, January 28, 2012: U.S. $5.5 million) used
to support the Company’s offshore merchandise purchasing program with
restricted cash and cash equivalents pledged as collateral.
Finance costs
Interest expense on long-term obligations, including the Company’s
proportionate share of interest on long-term obligations of real estate
joint ventures, finance lease obligations, the current portion of
long-term obligations, amortization of transaction costs and commitment
fees on the unused portion of the Credit Facility for the 13-week
period ended May 4, 2013 totaled $2.7 million (2012: $2.9 million).
Interest expense is included in “Finance costs” in the unaudited
Condensed Consolidated Statements of Net (Loss) Earnings and
Comprehensive (Loss) Income. Also included in “Finance costs” for the
13-week period ended May 4, 2013, was an expense reversal of $0.4
million (2012: expense of $1.6 million) of interest on accruals for
uncertain tax positions.
The Company’s cash payments for interest on long-term obligations,
including the Company’s proportionate share of interest on long-term
obligations of real estate joint ventures, finance lease obligations,
the current portion of long-term obligations and commitment fees on the
unused portion of the Credit Facility for the 13-week period ended May
4, 2013 totaled $2.1 million (2012: $2.4 million).
8. Capital stock
During the fourth quarter of the 53-week period ended February 2, 2013,
the Company distributed $101.9 million to holders of common shares as
an extraordinary cash dividend. Payment in the amount of $1.00 per
common share was made on December 31, 2012 to shareholders of record as
at the close of business on December 24, 2012.
On May 24, 2011, the Company renewed the Normal Course Issuer Bid with
the Toronto Stock Exchange (“TSX”) for the period of May 25, 2011 to
May 24, 2012 (“2011 NCIB”). Pursuant to the 2011 NCIB, the Company was
permitted to purchase for cancellation up to 5% of its issued and
outstanding common shares, equivalent to 5,268,599 common shares based
on the common shares issued and outstanding as at May 9, 2011. The
Company did not renew its 2011 NCIB subsequent to May 24, 2012.
Since the Company did not renew the 2011 NCIB for the 2012 period, there
were no share purchases during the 13-week period ended May 4, 2013
(2012: 235,763 shares were purchased for $2.9 million) and cancelled.
The impact of the share repurchases in 2012 was a decrease to “Capital
stock” and “Retained earnings” in the unaudited Condensed Consolidated
Statements of Financial Position of less than $0.1 million and $2.8
million, respectively.
In 2012, Sears Holdings’ distributed on a pro rata basis to its
shareholders, of a portion of its holdings in the Company such that,
immediately following the distribution, Sears Holdings would retain
approximately 51% of the issued and outstanding shares of the Company.
The distribution was made on November 13, 2012 to Sears Holdings’
shareholders of record as of the close of business on November 1, 2012,
the record date for the distribution. Every share of Sears Holdings
common stock held as of the close of business on the record date
entitled the holder to a distribution of 0.4283 of the Company’s common
shares. In connection with the distribution, the Company filed
documents with the United States Securities and Exchange Commission
(“SEC”).
ESL Investments, Inc., and investment affiliates including Edward S.
Lampert, collectively “ESL”, together form the ultimate controlling
party of the Company. ESL is the beneficial holder of 28,158,368 or
27.6%, of the common shares of the Company as at May 4, 2013 (February 2, 2013: 28,158,368 or 27.6%, April 28, 2012: nil, January 28,
2012: nil). Sears Holdings, the controlling shareholder of the Company, is the
beneficial holder of 51,962,391 or 51.0%, of the common shares of the
Company as at May 4, 2013 (February 2, 2013: 51,962,391 or 51.0%, April
28, 2012: 97,341,670 or 95.0%, January 28, 2012: 97,341,670.0 or
94.7%). The issued and outstanding shares are fully paid and have no
par value.
The authorized common share capital of the Company consists of an
unlimited number of common shares without nominal or par value and an
unlimited number of class 1 preferred shares, issuable in one or more
series (the “Class 1 Preferred Shares”).
As at May 4, 2013, the only shares outstanding were common shares of the
Company.
9. Revenue
The components of the Company’s revenue were as follows:
10. Retirement benefit plans
In July 2008, the Company amended its defined benefit plan by
introducing a defined contribution component and closing the defined
benefit component to new participants. As such, the defined benefit
plan continues to accrue benefits related to future compensation
increases but no further service credit is earned, and no contributions
are made by employees.
The expense for the defined benefit, defined contribution and other
benefit plans for the 13-week period ended May 4, 2013 was $2.0 million
(2012: $2.5 million), $2.2 million (2012: $2.3 million) and $2.7
million (2012: $3.0 million), respectively. Not included in total
retirement benefit plans expense for the 13-week period are short-term
disability expenses of $2.5 million (2012: $2.5 million) that were paid
from the other benefit plan. These expenses are included in “Selling,
administrative and other expenses” in the unaudited Condensed
Consolidated Statements of Net (Loss) Earnings and Comprehensive (Loss)
Income.
Total cash contributions by the Company to its defined benefit, defined
contribution and other benefit plans for the 13-week period ended May
4, 2013 were $9.7 million (2012: $12.4 million).
In the fourth quarter of 2012, the Company made a voluntary offer to
settle health and dental benefits of eligible members covered under the
non-pension post-retirement plan. Based on the accepted offers, the
Company paid $18.1 million and recorded a pre-tax settlement gain of
$21.1 million ($21.9 million, net of $0.8 million of expenses). Refer
to the 2012 Annual Consolidated Financial Statements for more details.
11. Depreciation and amortization expense
The components of the Company’s depreciation and amortization expense,
included in “Selling, administrative and other expenses”, were as
follows:
12. Gain on lease terminations
On March 2, 2012, the Company entered into an agreement to surrender and
terminate early the operating leases on three properties: Vancouver
Pacific Centre, Chinook Centre (Calgary) and Rideau Centre (Ottawa).
The Company was a long-term and important anchor tenant in the three
properties, and the landlord approached the Company with a proposal to
terminate early the three leases and vacate the premises in exchange
for $170.0 million. The payment represented the amount the landlord was
willing to pay for the right to redevelop the property based upon their
analysis of the potential returns from redevelopment.
On the closing date, April 20, 2012, the Company received cash proceeds
of $170.0 million for the surrender of the three leases, resulting in a
pre-tax gain of $164.3 million, net of the de-recognition of leasehold
improvements of $5.7 million. The Company exited all three properties
on October 31, 2012 and has no further financial obligation related to
the transaction.
13. Assets and liabilities held for sale
As at May 4, 2013, there were no assets or liabilities held for sale.
On April 24, 2012, the Company entered into an agreement to sell the
operations of its subsidiary, Cantrex Group Inc. (“Cantrex”), to
Nationwide Marketing Group, LLC for $3.5 million, equal to the net
carrying amount of specified Cantrex assets and liabilities. As at
April 28, 2012, the assets and liabilities of Cantrex held for sale
were separately classified on the Company’s unaudited Condensed
Consolidated Statements of Financial Position. The major classes of
assets and liabilities classified as held for sale were as follows:
On April 29, 2012, the Company received the proceeds on the sale,
de-recognized the assets and liabilities sold and recorded a gain on
sale of nil.
14. Financial instruments
In the ordinary course of business, the Company enters into financial
agreements with banks and other financial institutions to reduce
underlying risks associated with interest rates and foreign currency.
The Company does not hold or issue derivative financial instruments for
trading or speculative purposes.
Financial instrument risk management
The Company is exposed to credit, liquidity and market risk as a result
of holding financial instruments. Market risk consists of foreign
exchange and interest rate risk.
14.1 Credit risk
Credit risk refers to the possibility that the Company can suffer
financial losses due to the failure of the Company’s counterparties to
meet their payment obligations. Exposure to credit risk exists for
derivative instruments, cash and cash equivalents, accounts receivable
and other long-term assets.
Cash and cash equivalents, accounts receivable and investments included
in other long-term assets of $190.5 million as at May 4, 2013
(February 2, 2013: $317.7 million, April 28, 2012: $495.0 million,
January 28, 2012: $519.4 million) expose the Company to credit risk
should the borrower default on maturity of the investment. The Company
manages this exposure through policies that require borrowers to have a
minimum credit rating of A, and limiting investments with individual
borrowers at maximum levels based on credit rating.
The Company is exposed to minimal credit risk from customers as a result
of ongoing credit evaluations and review of accounts receivable
collectability. As at May 4, 2013, two customers represented 38.1% of
the Company’s accounts receivable (February 2, 2013: no customer
represented greater than 10.0% of the Company’s accounts receivable,
April 28, 2012: two customers represented 40.0% of the Company’s
accounts receivable, January 28, 2012: one customer represented 26.5%
of the Company’s accounts receivable).
14.2 Liquidity risk
Liquidity risk is the risk that the Company may not have cash available
to satisfy financial liabilities as they come due. The Company actively
maintains access to adequate funding sources to ensure it has
sufficient available funds to meet current and foreseeable financial
requirements at a reasonable cost.
The following table summarizes the carrying amount and the contractual
maturities of both the interest and principal portion of significant
financial liabilities as at May 4, 2013:
Of the $504.0 million of operating lease commitments disclosed in the
table above, $7.7 million relates to the Company’s proportionate share
of the commitments of its real estate joint ventures.
Management believes that cash on hand, future cash flow generated from
operations and availability of current and future funding will be
adequate to support these financial liabilities.
Market risk
Market risk exists as a result of the potential for losses caused by
changes in market factors such as foreign currency exchange rates,
interest rates and commodity prices.
14.3 Foreign exchange risk
The Company enters into foreign exchange contracts to reduce the foreign
exchange risk with respect to U.S. dollar denominated assets and
liabilities and purchases of goods or services. As at May 4, 2013 and
April 28, 2012, there were no contracts outstanding and therefore no
derivative financial assets nor derivative financial liabilities were
recognized in the unaudited Condensed Consolidated Statements of
Financial Position.
During the 13-week period ended May 4, 2013, the Company recorded a loss
of $0.8 million (2012: gain of $1.8 million), relating to the
translation or settlement of U.S. dollar denominated monetary items
consisting of cash and cash equivalents, accounts receivable and
accounts payable.
The period end exchange rate was 0.9923 U.S. dollar to Canadian dollar.
A 10% appreciation or depreciation of the U.S. and or the Canadian
dollar exchange rate was determined to have an after-tax impact on net
(loss) earnings of $4.9 million for U.S. dollar denominated balances
included in cash and cash equivalents, accounts receivable and accounts
payable.
14.4 Interest rate risk
From time to time, the Company enters into interest rate swap contracts
with approved financial institutions to manage exposure to interest
rate risks. As at May 4, 2013, the Company had no interest rate swap
contracts in place.
Interest rate risk reflects the sensitivity of the Company’s financial
condition to movements in interest rates. Financial assets and
liabilities which do not bear interest or bear interest at fixed rates
are classified as non-interest rate sensitive.
Cash and cash equivalents and borrowings under the secured revolving
credit facility are subject to interest rate risk. The total subject to
interest rate risk as at May 4, 2013 was a net asset of $111.0 million
(February 2, 2013: net asset of $239.8 million, April 28, 2012: net
asset of $366.3 million, January 28, 2012: net asset of $300.5
million). An increase or decrease in interest rates of 0.25% would
cause an immaterial after-tax impact on net (loss) earnings.
14.5 Classification and fair value of financial instruments
The estimated fair values of financial instruments presented are based
on relevant market prices and information available at those dates. The
following table summarizes the classification and fair value of certain
financial instruments as at the specified dates. The Company determines
the classification of a financial instrument when it is initially
recorded, based on the underlying purpose of the instrument. As a
significant number of the Company’s assets and liabilities, including
inventories and capital assets, do not meet the definition of financial
instruments, values in the tables below do not reflect the fair value
of the Company as a whole.
The fair value of financial instruments are classified and measured
according to the following three levels, based on the fair value
hierarchy.
-
Level 1: Quoted prices in active markets for identical assets or
liabilities
-
Level 2: Inputs other than quoted prices in active markets that are
observable for the asset or liability either directly (i.e. as prices)
or indirectly (i.e. derived from prices)
-
Level 3: Inputs for the asset or liability that are not based on
observable market data
All other assets that are financial instruments not listed in the chart
above have been classified as “Loans and receivables”. All other
financial instrument liabilities have been classified as “Other
liabilities” and are measured at amortized cost in the unaudited
Condensed Consolidated Statements of Financial Position. The carrying
value of these financial instruments approximate fair value given that
they are short-term in nature.
Effective March 3, 2013, the Company finalized an exclusive, multi-year
licensing arrangement with SHS, which will result in SHS overseeing the
day-to-day operations of all HIPS. SHS will pay the final purchase
price of $5.3 million over 6 years. The loans and receivables asset is
included in “Other long-term assets” in the unaudited Condensed
Consolidated Statements of Financial Position.
As part of the transaction, SHS granted the Company a call option which,
if exercised would require SHS to sell the Company a 20% interest in
the HIPS business. The call option can be exercised beginning March 3,
2013 until March 2, 2023.
15. Contingent liabilities
15.1 Legal Proceedings
The Company is involved in various legal proceedings incidental to the
normal course of business. The Company takes into account all available
information, including guidance from experts (such as internal and
external legal counsel) at the time of reporting to determine if it is
probable that a present obligation (legal or constructive) exists, if
it is probable that an outflow of resources embodying economic benefit
will be required to settle such obligation and whether the Company can
reliably measure such obligation at the end of the reporting period.
The Company is of the view that, although the outcome of such legal
proceedings cannot be predicted with certainty, the final disposition
is not expected to have a material adverse effect on the Company’s
unaudited Condensed Consolidated Financial Statements.
15.2 Commitments and guarantees
Commitments
As at May 4, 2013, cash and cash equivalents that are restricted
represent cash and investments pledged as collateral for letter of
credit obligations issued under the Company’s offshore merchandise
purchasing program of $9.7 million (February 2, 2013: $9.0 million,
April 28, 2012: $6.4 million, January 28, 2012: $7.2 million), which is
the Canadian equivalent of U.S. $9.6 million (February 2, 2013: U.S.
$9.0 million, April 28, 2012: U.S. $6.5 million, January 28, 2012: U.S.
$7.2 million).
The Company has certain vendors which require minimum purchase
commitment levels over the term of the contract. Refer to Note 14.2
“Liquidity Risk”.
Guarantees
The Company has provided the following significant guarantees to third
parties:
Royalty License Agreements
The Company pays royalties under various merchandise license agreements,
which are generally based on the sale of products. Certain license
agreements require a minimum guaranteed payment of royalties over the
term of the contract, regardless of sales. Total future minimum royalty
payments under such agreements were $1.8 million as at May 4, 2013
(February 2, 2013: $2.3 million, April 28, 2012: $2.8 million,
January 28, 2012: $3.1 million).
Other Indemnification Agreements
In the ordinary course of business, the Company has provided
indemnification commitments to counterparties in transactions such as
leasing transactions, royalty agreements, service arrangements,
investment banking agreements and director and officer indemnification
agreements. The Company has also provided certain indemnification
agreements in connection with the sale of the credit and financial
services operations in November 2005. The foregoing indemnification
agreements require the Company to compensate the counterparties for
costs incurred as a result of changes in laws and regulations, or as a
result of litigation or statutory claims, or statutory sanctions that
may be suffered by a counterparty as a consequence of the transaction.
The terms of these indemnification agreements will vary based on the
contract and typically do not provide for any limit on the maximum
potential liability. Historically, the Company has not made any
significant payments under such indemnifications and no amounts have
been accrued in the consolidated financial statements with respect to
these indemnification commitments.
16. Net (loss) earnings per share
A reconciliation of the number of shares used in the net (loss) earnings
per share calculation is as follows:
“Net (loss) earnings” as disclosed in the unaudited Condensed
Consolidated Statements of Net (Loss) Earnings and Comprehensive (Loss)
Income was used as the numerator in calculating the basic and diluted
net (loss) earnings per share. For the 13-week period ended May 4,
2013, the Company incurred a net loss and therefore all potential
common shares were anti-dilutive. For the 13-week period ended April
28, 2012, 9,920 outstanding options were excluded from the calculation
of diluted net earnings per share as they were anti-dilutive.
17. Income taxes
The Company’s total net cash refunds or payments of income taxes for the
13-week period ended May 4, 2013 was a net payment of $8.0 million
(2012: net refund of $7.8 million).
In the ordinary course of business, the Company is subject to ongoing
audits by tax authorities. While the Company believes that its tax
filing positions are appropriate and supportable, periodically, certain
matters are challenged by tax authorities. During the 13-week period
ended May 4, 2013, the Company recorded benefits for interest on prior
period tax re-assessments and accruals for uncertain tax positions as
described in the table below, all included in the unaudited Condensed
Consolidated Statements of Net (Loss) Earnings and Comprehensive (Loss)
Income as follows:
As the Company routinely evaluates and provides for potentially
unfavourable outcomes with respect to any tax audits, the Company
believes that the final disposition of tax audits will not have a
material adverse effect on its liquidity.
Included in “Other long-term assets” in the unaudited Condensed
Consolidated Statements of Financial Position as at May 4, 2013, were
receivables of $14.7 million (February 2, 2013: $13.9 million, April
28, 2012: $30.3 million, January 28, 2012: $30.3 million) related to
payments made by the Company for disputed tax assessments.
18. Segmented information
In order to identify the Company’s reportable segments, the Company uses
the process outlined in IFRS 8, which includes the identification of
the Chief Operating Decision Maker, the identification of operating
segments, which has been done based on Company formats, and the
aggregation of operating segments. The Company has aggregated its
operating segments into two reportable segments: Merchandising and Real
Estate Joint Venture operations. The Merchandising segment includes
revenues from the sale of merchandise and related services to
customers. Real Estate Joint Venture segment includes income from the
Company’s joint venture interests in shopping centres across Canada,
most of which contain a Sears store.
18.1 Segmented Statements of Earnings
18.2 Segmented Statements of Total Assets
18.3 Segmented Statements of Total Liabilities
19. Changes in non-cash working capital balances
Cash used for non-cash working capital balances were comprised of the
following:
20. Changes in long-term assets and liabilities
Cash used for long-term assets and liabilities were comprised of the
following:
21. Event after the reporting period
On May 22, 2013, the Company announced its intention to file with the
Toronto Stock Exchange (“TSX”) a Notice of Intention to make a Normal
Course Issuer Bid that permits the Company to purchase for cancellation
up to 5% of its issued and outstanding common shares, representing
5,093,883 of the issued and outstanding common shares. There are
101,877,662 common shares issued and outstanding, as at May 10, 2013.
Under the Normal Course Issuer Bid, which requires TSX approval,
purchases may commence on May 24, 2013 and must terminate by May 23,
2014 or on such earlier date as the Company may complete its purchases
pursuant to the Notice of Intention filed with the TSX. The total
purchase of common shares by the Company pursuant to its Normal Course
Issuer Bid will not exceed, in the aggregate, 5% of all outstanding
common shares, and will be subject to the limits under the TSX rules,
including a daily limit of 25% of the average daily trading volume, and
a limit of one block purchase per week.
SOURCE: Sears Canada Inc.
Contact for Media:
Vincent Power
Sears Canada, Corporate Communications
416-941-4422
vpower@sears.ca
Article source: http://finance.yahoo.com/news/sears-canada-reports-first-quarter-110000784.html