Uni-Select Inc.
TSX : UNS

Uni-Select Inc.

February 12, 2015 11:08 ET

Another Solid Quarter and Year for Uni-Select

- $427 million in sales in Q4 (up 0.4% and 1.3% organically)

- 6.4% EBITDA margin in Q4 (6.5% adjusted EBITDA margin, up 70 bps)

- $0.54 in EPS in Q4 (up 12.5% and $0.63 in adjusted EPS, up 1.6% or C$0.72 in adjusted EPS, up 11% when converted into Canadian dollars)

- $22 million in free cash flow in Q4 (up 47% or $7 million)

- Subsequent to the end of the fourth quarter, announcement of an agreement to sell Uni-Select USA, Inc. and Beck/Arnley Worldparts, Inc. to Icahn Enterprises L.P. for a cash consideration of $340 million

BOUCHERVILLE, QUÉBEC--(Marketwired - Feb. 12, 2015) -

Unless otherwise indicated in this press release, all amounts are expressed in US dollars.

Uni-Select Inc. (TSX:UNS), a major automotive aftermarket product distributor with activities across North America, today reported solid EBITDA, EBITDA margin and net earnings growth for the fourth quarter and the fiscal year ended December 31, 2014.

Overall sales grew by 0.4% or 1.3% organically for the quarter. EBITDA grew a strong 37.6%, while net earnings increased by 11.4% in the fourth quarter as a result of savings derived from the Corporation's Action Plan. Notwithstanding expenses related to network optimization, adjusted EBITDA grew by 13.9% this quarter, resulting in an adjusted EBITDA margin of 6.5%.

Sales for Fiscal 2014 declined 0.2%, EBITDA grew a robust 84.4% compared to 2013 and net earnings more than doubled from the previous year. Adjusted EBITDA gained 10.1%, resulting in an adjusted EBITDA margin of 6.2% for 2014, up from 5.7% last year.

I am pleased by our fourth quarter results and by the systematic profitability increase recorded quarter after quarter since the implementation of the Action Plan 19 months ago. This performance is a clear illustration of the quality work accomplished by our team and of the soundness of our strategy," said Richard G. Roy, President and Chief Executive Officer of Uni-Select.

"We enter Fiscal 2015 with the firm commitment to reinforce our recognition as the partner of choice for our customers and intend to do so by taking advantage of our improved financial fundamentals, a broadened product assortment, a better-performing inventory and an overall lighter cost structure. Our recent transaction announcement reflects our strong commitment to our automotive parts and paint distribution activities in Canada and our automotive paint distribution activities in the US through FinishMaster. This will allow us to further accelerate growth both organically and through acquisitions as both markets present various opportunities for future development," added Mr. Roy.

(In thousands of US dollars, except per share amounts) FOURTH QUARTER TWELVE-MONTH PERIOD
2014 2013 2014 2013
Sales 427,184 425,580 1,784,359 1,788,085
EBITDA 27,267 19,818 105,456 57,199
Adjusted EBITDA 27,866 24,475 111,442 101,185
Adjusted EBITDA margin 6.5 % 5.8 % 6.2 % 5.7 %
Restructuring and other charges (1,931 ) - (1,931 ) 35,180
Net earnings 11,363 10,199 50,125 21,328
Adjusted earnings 13,323 13,117 55,271 50,660
Earnings per share 0.54 0.48 2.36 1.00
Adjusted earnings per share 0.63 0.62 2.60 2.37

FOURTH QUARTER RESULTS

(All percentage increases and decreases represent year-over-year changes for the fourth quarter of 2014 compared to the fourth quarter of 2013, unless otherwise noted.)

Uni-Select recorded sales of $427 million in the fourth quarter of 2014 and organic sales growth of 1.3% over the solid 5.5% comparable organic growth recorded in the fourth quarter of 2013. Sales derived from recent acquisitions were offset by the negative impact of the declining Canadian dollar and sales lost from store closures under the Corporation's Action Plan. Sales of the US operations reached $311 million, up 2.2% over last year or 0.4% on an organic basis. Canadian operations reported $116 million in sales in the same period, down 4.1% over 2013 mainly due to the impact of a lower Canadian dollar, partially compensated by 3.6% in organic growth.

EBITDA for the fourth quarter reached $27 million, compared to $20 million last year, representing a 37.6% increase. Adjusted EBITDA grew by 13.9% while the adjusted EBITDA margin increased to 6.5% compared to 5.8% last year. The increase is mainly attributable to Action Plan related savings of $3 million, a tight control over expenses and accretive acquisitions. These favourable items were partially offset by unfavorable distribution channel and customer mix, lower special vendor rebates and additional marketing expenses to promote sales.

As indicated above, the Corporation's results are presented in US dollars. Once converted to Canadian dollars, adjusted earnings per share reached C$0.72 for the fourth quarter, up 11% compared to C$0.65 in 2013.

Over the course of the fourth quarter, total net debt increased by $39 million, including $45 million for the convertible debentures following the announcement of their redemption in December and $1 million for acquisitions. Excluding the convertible debentures, the total net debt would have decreased by $7 million.

TWELVE-MONTH PERIOD RESULTS

(All percentage increases and decreases represent year-over-year changes for the twelve-month period of 2014 compared to the twelve-month period of 2013, unless otherwise noted.)

Uni-Select recorded an overall 0.2% decline in sales for the twelve months of 2014 to $1,784 million. The declining Canadian dollar combined with sales lost from planned store closures under the Action Plan impacted revenues by $71 million and more than offset the combined favourable impact of the 1.9% organic growth and additional revenue derived from recent acquisitions.

Sales of the US operations reached $1,305 million, up 0.8% compared to last year, with 1.1% in organic growth. Canadian operations recorded $480 million in sales in the same period, down 2.9% over 2013, but up 4.0% organically.

EBITDA grew from $57 million in 2013 to $105 million this year. 2013 results included $35 million in restructuring charges in relation to the Action Plan which was reduced by $2 million in 2014 due to changes in estimates. Adjusted EBITDA grew by 10.1% while the adjusted EBITDA margin increased to 6.2% from 5.7% last year. Savings derived from the Action Plan accounted for $16 million in 2014 and $29 million since its implementation in 2013.

In 2014, the Corporation generated $124 million in cash from operating activities. As at December 31, 2014, the Corporation's outstanding net debt including the convertible debentures stood at $260 million, down $17 million from December 31, 2013, while its funded debt to adjusted EBITDA ratio reached 2.3 times, down notably from 2.7 times last year. Excluding the convertible debentures, the funded debt to adjusted EBITDA ratio would have been 1.9 times. The Corporation intends to reimburse almost all of its debt using the proceeds of the transaction upon its closing in the first half of Fiscal 2015.

For Fiscal 2014, adjusted earnings per share converted to Canadian dollars amounted to $2.87 compared to $2.44 in 2013, a robust 17% increase.

SUBSEQUENT EVENT

On February 9, 2015 the Corporation entered into an agreement for the sale of substantially all of the assets of Uni-Select USA, Inc. and Beck/Arnley Worldparts, Inc. for cash proceeds of approximately $340 million. In the first quarter of 2015, the Corporation expects to incur an estimated after-tax loss ranging from $80 million to $100 million in connection with the sale of the net assets of the business activities and other related charges of which approximately $20 million in cash outlays are expected to be required. The loss will reflect transaction-related costs, termination of service contracts, restructuring charges, write-down of intangibles (mostly IT systems) and write-down of a portion of the goodwill. This transaction is expected to close during the first half of 2015 and is subject to customary closing conditions, including obtaining regulatory approvals.

DIVIDEND

Uni-Select's Board of Directors declared a dividend of C$0.15 per share payable on April 21, 2015 to shareholders of record on March 31, 2015. This dividend is an eligible dividend for tax purposes.

CONFERENCE CALL

Uni-Select will host a conference call to discuss its fourth quarter and fiscal year 2014 results on February 12, 2015 at 3 PM (EST). To join the conference, dial 1 866 696-5910 followed by 2686549.

A replay of the conference call will be available until 11:59 PM (EST) on February 19, 2015. To access the replay, dial 1 800 408-3053 followed by 2123020. The conference call will also be archived on the Corporation's website at uniselect.com.

ABOUT UNI-SELECT

Founded in 1968, Uni-Select is a major distributor of replacement parts, equipment, tools, accessories, paint and related products for motor vehicles in North America. Leader in the Canadian industry, Uni-Select is the 5th largest distributor and the leading independent distributor of automotive paint and related products in North America. With its 5,300 employees, Uni-Select efficiently services a wide network of independent installers and wholesalers, including over 6,700 which operate under one of its banner programs in North America. Uni-Select is headquartered in Boucherville, QC and its shares are traded on the Toronto Stock Exchange (TSX) under the symbol UNS.

FORWARD-LOOKING INFORMATION

The information provided in this press release includes some forward-looking information, which includes certain risks and uncertainties, including risks relating to the implementation of the Action Plan resulting from the strategic review process, which may cause the final results to be significantly different from those listed or implied within this news release. For example, the foregoing estimates of cost and inventory reductions may be considered forward-looking information and are based upon certain key assumptions, including (i) the closure, sale or consolidation of the number of stores and distribution centres, and related reduction of headcounts, as planned and within the timeframe contemplated by the Action Plan and (ii) the timely completion of all other components of the Action Plan as planned. Uni-Select cautions that assumptions used to prepare the foregoing estimates, although reasonable at the time they were made, may prove to be incorrect or inaccurate. The foregoing factors could therefore cause the actual cost and inventory reductions to be derived under the Action Plan to differ materially from the amounts set forth in the foregoing estimates. For additional information with respect to risks and uncertainties, refer to the Annual Report filed by Uni-Select with the Canadian securities commissions. The forward-looking information contained herein is made as of the date of this press release, and Uni-Select does not undertake to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.

ADDITIONAL INFORMATION

The Interim Management's Discussion and Analysis, the unaudited interim financial statements and the accompanying notes for the Fourth Quarter of 2014 and the audited financial statements and the accompanying notes for Fiscal 2014 are available in the "Investors" section on the Corporation's website at uniselect.com as well as on SEDAR at sedar.com. The Corporation's 2014 Annual Report may also be found on these websites as well as other information related to Uni-Select.

Action Plan Financial Executive Summary

Internal strategic and operational plan (Action Plan) announced on July 11, 2013

Announced on July 11, 2013 Realized
(in millions of US dollars) 2013 2014 2015 TOTAL 2013 Nine-month period 2014 4th quarter 2014 Since implementation(1)
(December 31, 2014)
Sales erosion $ 20.0 $ 45.0 $ 5.0 $ 70.0 $ 13.1 $ 34.2 $ 2.0 $ 49.3
EBITDA improvement $ 10.0 $ 15.0 $ 5.0 $ 30.0 $ 13.0 $ 12.7 $ 3.0 $ 28.7
Restructuring charges and others
Recorded $ 36.0 - - $ 36.0 $ 35.2 - $ (1.9) $ 33.3
As incurred $ 4.0 $ 5.0 - $ 9.0 $ 4.1 $ 5.0 $ 2.5 $ 11.6
Inventory reduction $ 8.0 $ 22.0 $ 10.0 $ 40.0 $ 4.2 $ 14.4 $ 4.1 $ 22.7
Capital expenditures $ 7.0 $ 9.0 - $ 16.0 $ 2.4 $ 0.7 $ 2.3 $ 5.4

(1) 19-month period

NON-IFRS FINANCIAL MEASURES

The information included in this press release contains certain measures that are consistent with IFRS. Non-IFRS financial measures do not have any standardized meaning prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other entities.

  1. Organic growth - This measure consists of quantifying the increase in pro forma consolidated sales between two given periods, excluding the impact of acquisitions, sales and disposals of stores, exchange-rate fluctuations and when necessary, the variance in the number of billing days. Determining the rate of organic growth, based on findings that Management regards as reasonable, may differ from the actual rate of organic growth.
  1. EBITDA - This measure represents net earnings excluding finance costs, depreciation and amortization, equity income and income taxes. This measure is a financial indicator of a corporation's ability to service and incur debt. It should not be considered by an investor as an alternative to sales or net earnings, as an indicator of operating performance or cash flows, or as a measure of liquidity, but as additional information.
  1. Adjusted EBITDA, adjusted earnings and adjusted earnings per share - Management uses adjusted EBITDA, adjusted earnings and adjusted earnings per share to assess EBITDA, net earnings and net earnings per share from operating activities, excluding certain adjustments, net of income taxes (for adjusted earnings and adjusted earnings per share), which may affect the comparability of the Corporation's financial results. Management considers that these measures are more representative of the Corporation's operational performance and more appropriate in providing additional information. These adjustments include, among other things, costs related to the closure and disposal of stores, restructuring and other charges and the non-capitalizable costs related to the development and implementation of the ERP system. The exclusion of these items does not indicate that they are non-recurring.
  1. Adjusted EBITDA margin - The adjusted EBITDA margin is a percentage corresponding to the ratio of adjusted EBITDA to sales.
  1. Free cash flow - This measure corresponds to the cash flow from operating activities according to the statements of cash flows adjusted for the following items: changes in working capital items, equity income and acquisitions of property and equipment and difference between amount paid for post-employment benefits and current year expenses. The free cash flow excludes certain variations in working capital items (such as trade and other receivables, inventory and trade and other payables) and other funds generated and used according to the statement of cash flows. Therefore, it should not be considered as an alternative to the consolidated statement of cash flows, or as a measure of liquidity, but as additional information.
  1. Total net debt - This measure consists of long-term debt, including the portion due within a year (as shown in note 18 to the audited Consolidated Financial Statements) combined, in 2014, with the convertible debentures, net of cash. The debentures were excluded from the 2011 to 2013 total net debt.
  1. Funded debt to adjusted EBITDA - This ratio corresponds to total net debt to adjusted EBITDA. Debentures were excluded from total net debt in 2011 to 2013, since they were considered as equity.

RECONCILIATION OF NON-IFRS MEASURES

The following table presents a reconciliation of EBITDA and adjusted EBITDA.

Fourth quarter Twelve-month period
2014 2013 2014 2013
Net earnings11,363 10,199 50,125 21,328
Income tax expense (recovery)4,131 (895) 12,660 (6,428)
Equity income(617)(580) (2,346)(2,652)
Depreciation and amortization8,355 7,490 31,685 29,297
Finance costs, net4,035 3,604 13,332 15,654
EBITDA27,267 19,818 105,456 57,199
Restructuring and other charges(1,931)- (1,931)35,180
Expenses related to the development and deployment of the enterprise resource planning system (ERP) (1)- 2,226 414 4,663
Expenses related to the network optimization and to the closure and disposal of stores (2)2,530 2,431 7,503 4,143
Adjusted EBITDA27,866 24,475 13.9%111,442 101,185 10.1%
Adjusted EBITDA margin6.5% 5.8% 6.2% 5.7%
(1)Include costs mainly related to data conversion, employee training and deployment to various sites. Last deployment was made in December 2013.
(2) Consist primarily of handling and freight expenses required to relocate inventory.

The following table presents a reconciliation of adjusted earnings and adjusted earnings per share.

Fourth quarter Twelve-month period
2014 2013 2014 2013
Net earnings attributable to shareholders, as reported11,363 10,199 50,125 21,328
Restructuring and other charges, net of taxes(1,154)- (1,154)23,926
Expenses related to the development and deployment of the enterprise resource planning system (ERP), net of taxes- 1,466 247 2,984
Expenses related to the network optimization and to the closure and disposal of stores, net of taxes2,539 1,452 5,478 2,422
Expenses related to the redemption of convertible debentures, net of taxes575 - 575 -
Adjusted net earnings13,323 13,1171.6%55,271 50,6609.1%
Net earnings per share attributable to shareholders, as reported0.54 0.48 2.36 1.00
Restructuring and other charges, net of taxes(0.05)- (0.05)1.12
Expenses related to the development and deployment of the enterprise resource planning system (ERP), net of taxes- 0.07 0.01 0.14
Expenses related to the network optimization and to the closure and disposal of stores, net of taxes0.11 0.07 0.25 0.11
Expenses related to the redemption of convertible debentures, net of taxes0.03 - 0.03 -
Adjusted earnings per share0.63 0.621.6%2.60 2.379.7%

The effect of the declining Canadian dollar was $0.01 on earnings per share for the quarter compared to the same quarter of 2013, while the effect for the twelve-month period was $0.06 compared to the same period last year.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands of US dollars, except per share amounts)Quarter ended
December 31,
Year ended
December 31,
2014 2013 2014 2013
(unaudited) (unaudited) (audited) (audited)
Sales427,184 425,580 1,784,359 1,788,085
Purchases, net of changes in inventories295,631 298,099 1,250,984 1,249,891
Gross margin131,553 127,481 533,375 538,194
Employee benefits70,690 71,314 283,085 293,809
Other operating expenses35,527 36,349 146,765 152,006
Restructuring charges and others(1,931)- (1,931)35,180
Earnings before finance costs, depreciation and amortization, equity income and income taxes27,267 19,818 105,456 57,199
Finance costs, net4,035 3,604 13,332 15,654
Depreciation and amortization8,355 7,490 31,685 29,297
Earnings before equity income and income taxes14,877 8,724 60,439 12,248
Equity income617 580 2,346 2,652
Earnings before income taxes15,494 9,304 62,785 14,900
Income tax expense (recovery)
Current6,632 (3,980)16,521 4,627
Deferred(2,501)3,085 (3,861)(11,055)
4,131 (895)12,660 (6,428)
Net earnings attributable to shareholders11,363 10,199 50,125 21,328
Earnings per share
Basic0.54 0.48 2.36 1.00
Diluted0.53 0.48 2.35 1.00
Weighted average number of common shares outstanding (in thousands)
Basic21,231 21,279 21,254 21,411
Diluted21,283 21,313 21,309 21,411

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of US dollars)Quarter ended
December 31,
Year ended
December 31,
2014 2013 2014 2013
(unaudited) (unaudited) (audited) (audited)
Net earnings11,363 10,199 50,125 21,328
Other comprehensive income (loss)
Items that will subsequently be reclassified to net earnings:
Effective portion of changes in the fair value of cash flow hedges (net of income tax of $20 and $76 for the quarter and year ($135 and $57 in 2013))(56)(367)(206)(155)
Net change in the fair value of derivative financial instruments designated as cash flow hedges transferred to earnings (net of income tax of $45 and $179 for the quarter and year ($60 and $341 in 2013))121 160 483 873
Unrealized exchange gains on the translation of financial statements to the presentation currency5,116 4,794 11,450 11,920
Unrealized exchange losses on the translation of debt designated as a hedge of net investments in foreign operations(10,898)(7,118)(22,326)(17,550)
(5,717)(2,531)(10,599)(4,912)
Items that will not subsequently be reclassified to net earnings:
Remeasurements of long-term employee benefit obligations (net of income tax of $277 and $1,509 for the quarter and year ($1 and $1,617 in 2013))(716)(116)(4,045)4,283
Total other comprehensive loss(6,433)(2,647)(14,644)(629)
Comprehensive income attributable to shareholders4,930 7,552 35,481 20,699

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to shareholders
(In thousands of US dollars, audited)Share
capital
Con-
tributed
surplus
Equity
component
of the
convertible
debentures
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total
equity
Balance, December 31, 201288,563 3921,687384,902 8,661 484,205
Net earnings- --21,328 - 21,328
Other comprehensive income (loss)- --4,283 (4,912)(629)
Comprehensive income (loss)- --25,611 (4,912)20,699
Contributions by and distributions to shareholders:
Share redemptions(1,292)--(5,116)- (6,408)
Dividends- --(10,681)- (10,681)
Stock-based compensation- 940-- - 940
(1,292)940-(15,797)- (16,149)
Balance, December 31, 201387,271 1,3321,687394,716 3,749 488,755
Net earnings- --50,125 - 50,125
Other comprehensive loss- --(4,045)(10,599)(14,644)
Comprehensive income (loss)- --46,080 (10,599)35,481
Contributions by and distributions to shareholders:
Share redemptions(239)--(1,209)- (1,448)
Issuance of shares206 --- - 206
Dividends- --(11,090)- (11,090)
Stock-based compensation- 1,092-- - 1,092
(33)1,092-(12,299)- (11,240)
Balance, December 31, 201487,238 2,4241,687428,497 (6,850)512,996

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of US dollars)Quarter ended
December 31,
Year ended
December 31,
2014 2013 2014 2013
(unaudited) (unaudited) (audited) (audited)
OPERATING ACTIVITIES
Net earnings11,363 10,199 50,125 21,328
Non-cash items:
Restructuring and other charges(1,931)- (1,931)35,180
Finance costs, net4,035 3,604 13,332 15,654
Depreciation and amortization8,355 7,490 31,685 29,297
Income tax expense (recovery)4,131 (895)12,660 (6,428)
Amortization of incentives granted to customers3,217 2,487 11,623 8,076
Other non-cash items3,340 (2,196)4,020 (2,936)
Changes in working capital items(8,026)(26,230)24,100 (3,632)
Interest paid(2,000)(1,376)(10,186)(13,098)
Income taxes recovered (paid)(2,614)(1,849)(11,894)899
Cash flows from (used in) operating activities19,870 (8,766)123,534 84,340
INVESTING ACTIVITIES
Net business acquisitions(1,135)4,887 (18,735)3,065
Advances to merchant members and incentives granted to customers(4,630)(5,098)(16,980)(16,018)
Reimbursement of advances to merchant members1,009 1,243 6,492 3,050
Dividends received from equity investments- 916 367 916
Net acquisitions of property and equipment(4,993)(2,882)(13,333)(12,069)
Net acquisitions and development of intangible assets(585)(2,894)(6,133)(8,922)
Cash flows used in investing activities(10,334)(3,828)(48,322)(29,978)
FINANCING ACTIVITIES
Increase in long-term debt14,699 34,978 73,558 236,669
Repayment of long-term debt(20,265)(19,211)(136,597)(273,616)
Net increase (decrease) in merchant members' deposits in the guarantee fund(12)44 (52)(329)
Share redemptions(1,256)(638)(1,448)(6,408)
Issuance of shares206 - 206 -
Dividends paid(2,828)(2,594)(10,826)(10,737)
Cash flows from (used in) financing activities(9,456)12,579 (75,159)(54,421)
Effects of fluctuations in exchange rates on cash(2)(2)(3)(6)
Net increase (decrease) in cash78 (17)50 (65)
Cash, beginning of period29 74 57 122
Cash, end of period107 57 107 57

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of US dollars, audited)December 31,
2014 2013
ASSETS
Current assets:
Cash107 57
Trade and other receivables224,910 220,942
Income taxes receivable10,663 16,883
Inventory529,575 532,045
Prepaid expenses11,829 11,417
Total current assets777,084 781,344
Equity investments, other investments and advances to merchant members21,743 36,855
Property and equipment51,924 49,494
Intangible assets133,556 140,598
Goodwill192,496 184,449
Deferred tax assets13,502 13,151
TOTAL ASSETS1,190,305 1,205,891
LIABILITIES
Current liabilities:
Trade and other payables373,690 341,429
Provision for restructuring charges6,724 15,185
Dividends payable2,743 2,598
Current portion of long-term debt, convertible debentures and merchant members' deposits in the guarantee fund49,993 4,667
Total current liabilities433,150 363,879
Long-term employee benefit obligations25,233 19,561
Long-term debt210,462 273,165
Convertible debentures- 46,829
Merchant members' deposits in the guarantee fund6,388 6,988
Derivative financial instruments511 890
Deferred tax liabilities1,565 5,824
TOTAL LIABILITIES677,309 717,136
EQUITY
Share capital87,238 87,271
Contributed surplus2,424 1,332
Equity component of the convertible debentures1,687 1,687
Retained earnings428,497 394,716
Accumulated other comprehensive income (loss)(6,850)3,749
TOTAL EQUITY512,996 488,755
TOTAL LIABILITIES AND EQUITY1,190,305 1,205,891

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