Uni-Sélect Inc.
TSX : UNS

Uni-Sélect Inc.

March 15, 2011 11:41 ET

Uni-Select Doubles its Earnings from Continuing Operations for the Fourth Quarter, Increases its Annual Earnings by More Than 9% in 2010 and Increases its Dividend by 3%

BOUCHERVILLE, QUÉBEC--(Marketwire - March 15, 2011) - During the fourth quarter ended on December 31, 2010, Uni-Select (TSX:UNS) doubled its earnings from continuing operations and increased its earnings by more than 9% in 2010. Sales reached 309.4 million dollars compared to 315.6 million dollars in 2009. The strength of the Canadian dollar and the sale of some corporate stores in Canada have generated a decline in revenue for the fourth quarter. However, when excluding these elements, Uni-Select's revenue shows a positive organic growth of 2.6 % for the fourth quarter of 2010.

The earnings from continuing operations reached 11.8 million dollars or $0.60 per share compared to 5.3 million dollars or $0.27 per share in 2009. The results from the fourth quarter take into account the non-recurring items of 1.0 million dollars related to the sale of the operations of the Heavy Duty Group in 2009. The net earnings for this period reached 10.8 million dollars, an increase of 50% compared to the fourth quarter of 2009.

  4th QUARTER 12-month Period
(in millions of $, except earnings per share) 2010 2009 2010 2009
Sales 309.4 315.6 1 323.8 1 409.9
         
Adjusted EBITDA from continuing operations 18.4 14.5 86.1 95.8
EBITDA from continuing operations 17.3 9.2 80.4 88.8
         
Adjusted earnings from continuing operations 12.4 8.6 50.9 47.7
Earnings from continuing operations 11.8 5.3 47.3 43.3
Net earnings 10.8 7.2 46.4 38.6
         
Adjusted Earnings per share from continuing operations 0.63 0.44 2.58 2.42
Earnings per share from continuing operations 0.60 0.27 2.40 2.20
Net earnings per share 0.55 0.37 2.35 1.96
Adjusted earnings per share from continuing operations, but excluding the effects caused by the fluctuation in the exchange rate 0.63 0.44 2.72 2.42

US sales reached 183.2 million dollars compared to 189.6 million dollars in 2009. Excluding the fluctuation effect of the exchange rate, the operations generated an organic growth of 3.6% during the fourth quarter.

The Canadian operations recorded an organic growth of 1.1% during the fourth quarter and totalled 126.2 million dollars, a performance comparable to 2009. It is worth to note that total revenues of the Corporation have been impacted by sale of corporate stores concluded during preceding quarters.

"We are happy to report that for two consecutive quarters the US operations have registered an organic growth of more than 3.5%. This growth reflects efforts put in place to improve loyalty amongst our wholesalers, level of service offered to our installers, sales to national accounts, and the increase of sales via our new distributions channels. We shall pursue continuously these efforts to improve our operations. In the next few weeks, we will gradually start implementation of our operation modules to our integrated enterprise resource planning (ERP) software" declared Mr. Richard G. Roy, President and CEO of Uni-Select.

"We are excited about the potential benefit which will be offered by the acquisition of FinishMaster. Many synergies will arise through the complementarity of the business models, the networks of distribution and clients. On January 11, 2011, Uni-Select and FinishMaster combined their respective teams into one single team grouping more than 6,100 employees, 64 warehouses and 424 corporate stores throughout Canada and 35 states of the USA" added Mr. Roy.

Financial highlights from the fiscal year ending on December 31, 2010

For the fiscal year ended on December 31, 2010, Uni-Select's sales totalled 1,324 million dollars compared to 1,410 million dollars in 2009. Organic growth was 1.8% during the course of the fiscal year even though overall revenue declined. Due to the strength of the Canadian dollar, converting the results of the US operations to Canadian dollars caused the sales to decline by approximately by 90 million dollars. Additionally, the closure of corporate stores during preceding quarters reduced the sales by 21 million dollars. 

The adjusted earnings related to the continuing operations reached 50.9 million dollars or $2.58 per share, for a 7% increase from 47.7 million dollars or $2.42 per share realised in 2009. Fluctuation in the US currency had an adverse effect of more than 2.8 million dollars or $0.14 per share on the year end results. Excluding these elements, the results for the fiscal year would have been $2.72 per share and would have demonstrated a growth of 12% over 2009.

The sales of the US operations totalled 805.4 million dollars compared to 884.2 million dollars in 2009. Excluding the impact from foreign exchange rate fluctuations, the US operations generated an organic growth of 2.7% during the fiscal year.

The Canadian operations had an organic growth of 0.4%. Sales totalled 518.3 million dollars compared to 525.7 million dollars in 2009. This slight decline results exclusively from the sale and the closing of certain corporate stores during the preceding quarters.

The Board of Directors of Uni-Select Inc. declared a quarterly dividend of $ 0.12 per common share payable on April 21, 2011 to the shareholders of record as of March 31, 2011.

Founded in 1968, Uni-Select™ is a Canadian leader in the distribution of automotive replacement parts, equipment, tools and accessories. Uni-Select USA, Inc., a subsidiary of the Uni-Select, provides services to customers in the United States, where it is the 6th largest distributor. The Uni-Select network includes over 2,500 independent jobbers and services more than 3,500 points of sale in North America. Uni-Select is headquartered in Montreal. Uni-Select shares (UNS) are traded on the TSX.

Unless otherwise indicated, all the amounts hereby listed in this press release are in Canadian dollars.

The following terms do not have any standardised meaning according to the Generally Accepted Accounting Principles. As a result, it is therefore unlikely to be comparable to similar measures presented by other companies.

  1. "EBITDA": This measurement represents operating income before depreciation, amortization, interest, income taxes, non-controlling interest and loss from discontinued operations. This measurement is a widely accepted financial indicator of a company's ability to service and incur debt. It should not be considered by an investor as an alternative to operating income or net earnings, as an indicator of operating performance or cash flows, or as a measurement of liquidity, but as additional information. Because EBITDA is not a measurement defined by GAAP, it may not be comparable to the EBITDA of other companies. In the Corporation's statement of earnings, EBITDA corresponds to "Earnings before the following items."
  2. "Adjusted EBITDA": This measurement corresponds to EBITDA plus non-recurring costs. According to management, adjusted EBITDA is more representative of the Corporation's operational performance and more appropriate in providing additional information to investors because it gives an indication of the Corporation's ability to repay its debts. Since adjusted EBITDA is not a measurement defined by GAAP, it may not be comparable to other corporations' adjusted EBITDA.
  3. "Non-recurring items": These are unusual incurred costs that management regards as not being characteristic or representative of the Corporation's regular operations. They include the following costs: those incurred when disposing of or closing stores, non-capitalizable costs related to the implementation of the enterprise management software suite, costs of integrating recently acquired companies, and changes in estimates of provisions for obsolescence of inventory. This document presents analyses of variations in EBITDA, adjusted to earnings from continuing operations and earnings per share from continuing activities, excluding non-recurring costs. Although these measurements are not standardized in GAAP, Corporation management regards them as good indicators for comparing operational performance.

The information provided in this press release includes some forward-looking information which includes certain risks and uncertainties, which may cause the final results to be significantly different from those listed or implied within this new release. 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.

              2  
Uni-Select Inc.                
Consolidated Earnings                
Three-month and twelve-month periods ended December 31, 2010 and 2009          
(In thousands of dollars, except earnings per share, unaudited)                
   
   
  4th quarter   12 months  
  2010   2009   2010   2009  
  $   $   $   $  
Sales 309 436   315 634   1 323 755   1 409 875  
   
Earnings before the following items: 17 254   9 170   80 382   88 806  
   
Interest (Note 3) 2 475   1 921   7 994   8 293  
Amortization (Note 3) 3 006   3 277   12 846   13 988  
  5 481   5 198   20 840   22 281  
Earnings before income taxes and non-controlling interest 11 773   3 972   59 542   66 525  
   
Income taxes                
  Current (2 414 ) (7 678 ) 14 280   12 141  
  Future 2 547   6 345   (1 761 ) 7 731  
  133   (1 333 ) 12 519   19 872  
Earnings before non-controlling interest 11 640   5 305   47 023   46 653  
Non-controlling interest (126 ) (4 ) (285 ) 3 303  
Earnings from continuing operations 11 766   5 309   47 308   43 350  
Earnings (Loss) from discontinued operations (Note 7) (922 ) 1 939   (922 ) (4 780 )
Net earnings 10 844   7 248   46 386   38 570  
   
Basic and diluted earnings per share (Note 4)                
  From continuing operations 0,60   0,27   2,40   2,20  
  From discontinued operations (0,05 ) 0,10   (0,05 ) (0,24 )
  Net income 0,55   0,37   2,35   1,96  
   
Weighted average number of outstanding shares 19 708 124   19 714 911   19 716 731   19 709 642  
Number of issued and outstanding shares 19 707 637   19 716 357   19 707 637   19 716 357  

The accompanying notes are an integral part of the consolidated financial statements.

Uni-Select Inc.            
Consolidated Comprehensive Income            
Consolidated Retained Earnings            
Three-month and twelve-month periods ended December 31, 2010 and 2009            
(In thousands of dollars, except for per share amounts, unaudited)            
   
   
  4th quarter   12 months  
  2010   2009   2010   2009  
  $   $   $   $  
CONSOLIDATED COMPREHENSIVE INCOME                
Net earnings 10 844   7 248   46 386   38 570  
   
Other comprehensive income                
  Unrealized gains (losses) on derivative financial instruments designated as cash flow hedges (net of income taxes of ($57) and $875 respectively for the three-month and twelve-month periods (($87) and $61 in 2009)




154
 




179
 




(2 823





)





(109





)
                 
  Reclassification to net earnings of realized losses on derivative financial instruments designated as cash flow hedges (net of income taxes of $268 and $1,076 respectively for the three-month and twelve-month periods (($243) and ($1,300) in 2009)



724
 



554
 



2 984
 



2 308
 
 
 
 
 
                 
  Unrealized exchange gain on translation of long-term debt designated as a hedge of net investments in self-sustaining foreign subsidiairies

5 005
 

5 103
 

7 840
 

7 626
 
 
 
                 
  Unrealized exchange losses on translation of financial statements of self-sustaining foreign subsdiaries

(11 083


)


(9 644


)


(16 563


)


(39 434


)
Other comprehensive income (5 200 ) (3 808 ) (8 562 ) (29 609 )
Comprehensive income 5 644   3 440   37 824   8 961  
   
CONSOLIDATED RETAINED EARNINGS                
Balance, beginning of year         353 625   324 241  
Net earnings         46 386   38 570  
          400 011   362 811  
Share redemption premium (a)         342    
Dividends         9 189   9 186  
Balance, end of year         390 480   353 625  
a. The Corporation redeemed 14,700 common shares for a cash consideration of $380. A share redemption premium of $342 is presented in reduction of the retained earnings.

The accompanying notes are an integral part of the consolidated financial statements.

Uni-Select Inc.             
Consolidated Cash Flows             
Three-month and twelve-month periods ended December 31, 2010 and 2009             
(In thousands of dollars, except dividends paid per share, unaudited)             
  4th quarter   12 months  
  2010   2009   2010   2009  
  $   $   $   $  
OPERATING ACTIVITIES                
Net earnings 11 766   5 309   47 308   43 350  
Non-cash items                
  Amortization 3 006   3 277   12 846   13 988  
  Amortization of deferred gain on a sale-leaseback arrangement  
(48
 
)
 
(52
 
)
 
(211
 
)
 
(221
 
)
  Future income taxes 2 547   6 345   (1 761 ) 7 731  
  Compensation cost relating to stock option plans 20   32   79   128  
  Pension expense in excess of contributions 214   197   760   787  
  Non-controlling interest (126 ) (4 ) (285 ) 3 303  
  17 379   15 104   58 736   69 066  
Changes in working capital items (21 348 ) 8 351   (34 637 ) 851  
Cash flows from continuing operating activities (3 969 ) 23 455   24 099   69 917  
Cash flows from discontinued operating activities (985 ) (921 ) (2 078 ) (7 578 )
Cash flows from operating activities (4 954 ) 22 534   22 021   62 339  
                 
INVESTING ACTIVITIES                
Business acquisitions (Note 5)   (476 ) (1 074 ) (1 143 )
Business and asset disposals (Note 6) 764   3 101   3 022   4 162  
Balance of sale (purchase) price 358   (25 ) 1 572   (716 )
Buy-back of non-controlling interest (255 ) (46 013 ) (255 ) (46 209 )
Investments and advances to merchant members (818 ) (1 130 ) (2 694 ) (8 229 )
Receipts on advances to merchant members 640   802   3 496   4 232  
Fixed assets (2 131 ) (4 193 ) (8 580 ) (10 345 )
Disposal of fixed assets 484   624   1 609   1 245  
Intangible assets (8 069 ) (1 240 ) (36 984 ) (8 818 )
Cash flows from continuing investing activities (9 027 ) (48 550 ) (39 888 ) (65 821 )
Cash flows from discontinued investing activities   13 446     27 317  
Cash flows from investing activities (9 027 ) (35 104 ) (39 888 ) (38 504 )
                 
FINANCING ACTIVITIES                
Bank indebtedness 10 971   (2 493 ) 11 571   (2 891 )
Financing costs   (110 )   (110 )
Long-term debt   16   25   1 117  
Repayment of long-term debt (18 ) (94 ) (93 ) (1 672 )
Merchant members' deposits in guarantee fund (61 ) 81   330   (465 )
Issuance of shares   112   90   314  
Share redemption (95 )   (340 )  
Dividends paid (2 298 ) (2 296 ) (9 191 ) (9 006 )
Cash flows from continuing financing activities 8 499   (4 784 ) 2 392   (12 713 )
Cash flows from discontinued financing activities   (4 243 )    
Cash flows from financing activities 8 499   (9 027 ) 2 392   (12 713 )
Effect of exchange rate changes on cash (68 ) (653 ) 4   (4 954 )
Increase (Decrease) in cash (5 550 ) (22 250 ) (15 471 ) 6 168  
Cash, beginning of period 5 929   38 100   15 850   9 682  
Cash, end of period 379   15 850   379   15 850  
                 
Dividends paid per share 0,117   0,116   0,466   0,457  

The accompanying notes are an integral part of the consolidated financial statements. 

Uni-Select Inc.
Consolidated Balance Sheets

December 31, 2010 and 2009
(In thousands of dollars, audited)
 
  December 31   December 31  
  2010   2009  
  $   $  
ASSETS        
Current assets        
  Cash 379   15 850  
  Accounts receivable 159 729   150 440  
  Income taxes receivable 7 000   3 859  
  Inventory (Note 8) 414 426   402 550  
  Prepaid expenses 8 027   6 914  
  Future income taxes 12 867   10 065  
  Assets from discontinued operations (Note 7)   3 777  
  602 428   593 455  
Investments and advances to merchant members 16 866   16 831  
Fixed assets 34 414   38 819  
Financing costs 250   555  
Intangible assets 58 180   28 677  
Goodwill 92 389   93 961  
Future income taxes 3 019   3 359  
  807 546   775 657  
   
LIABILITIES        
Current liabilities        
  Bank indebtedness 11 463   44  
  Accounts payable and accrued liabilities 186 818   181 773  
  Dividends payable 2 296   2 298  
  Instalments on long-term debt and on merchant members' deposits in
guarantee fund

269
 
402
 
  Future income taxes 8 658   11 192  
  Liabilities from discontinued operations (Note 7)   2 384  
  209 504   198 093  
Deferred gain on a sale-leaseback arrangement 1 736   2 036  
Long-term debt 170 980   178 866  
Merchant members' deposits in guarantee fund 7 729   7 288  
Derivative financial instruments 4 820   5 182  
Future income taxes 8 777   7 821  
Non-controlling interest 2 658   3 453  
  406 204   402 739  
SHAREHOLDERS' EQUITY        
Capital stock 50 204   50 152  
Contributed surplus 434   355  
Retained earnings 390 480   353 625  
Accumulated other comprehensive income (Note 9) (39 776 ) (31 214 )
  401 342   372 918  
  807 546   775 657  

The accompanying notes are an integral part of the consolidated financial statements.

Uni-Select Inc.
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
(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 (GAAP) 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 Corporation for the year ended December 31, 2010. The interim financial statements and related notes should be read in conjunction with the audited financial statements of the Corporation for the year ended December 31, 2010. 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.

These interim financial statements follow the same accounting policies as 2009. Certain comparative figures of 2009 have been reclassified to conform with the presentation adopted in 2010.

2 - FUTURE ACCOUNTING CHANGES

International financial reporting standards

In March 2006, the AcSB of the CICA released its new strategic plan, which proposed to abandon Canadian generally accepted accounting principles (GAAP) and effect a complete convergence to International Financial Reporting Standards (IFRS) for Canadian publicly accountable profit-oriented enterprises. This plan was confirmed in subsequent exposure drafts issued in April 2008, March 2009 and October 2009. The changeover will occur no later than fiscal years beginning on or after January 1, 2011. Accordingly, the Corporation's first interim consolidated financial statements presented in accordance with IFRS will be for the three-month period ending March 31, 2011, and its first annual consolidated financing statements presented in accordance with IFRS will be for the year ending December 31, 2011.

IFRS use a conceptual framework similar to Canadian GAAP, but differences exist with respect to recognition, measurement and disclosure requirements.

The Corporation's project for the transition from Canadian GAAP to IFRS is progressing according to the established plan and the Corporation expects to meet its target date for migration.

3 - SUPPLEMENTARY INFORMATION INCLUDED IN CONSOLIDATED EARNINGS

  4th quarter   12 months  
  2010   2009   2010   2009  
  $   $   $   $  
Interest from                
Other financial liabilities                
  Interest on bank indebtedness 834   189   1 317   844  
  Interest on long-term debt 1 681   1 769   6 795   7 658  
  Interest on merchant members' deposits in guarantee fund 37   (19 ) 123   118  
  2 552   1 939   8 235   8 620  
Loans and receivables                
  Interest income from merchant members (77 ) (18 ) (241 ) (327 )
  (77 ) (18 ) (241 ) (327 )
  2 475   1 921   7 994   8 293  
Amortization                
  Amortization of fixed assets 2 461   2 030   9 708   11 125  
  Amortization of intangible assets and other assets 545   1 247   3 138   2 863  
  3 006   3 277   12 846   13 988  

4 - EARNINGS PER SHARE

The weighted average number of shares for the calculation of basic earnings per share is 19,708,124 for the three-month period ended December 31, 2010 (19,714,911 in 2009) and 19,716,731 for the twelve-month period ended December 31, 2010 (19,709,642 in 2009). The impact of stock options exercised is 7,761 shares for the three-month period ended December 31, 2010 (11,730 in 2009) and 8,694 for the twelve-month period ended December 31, 2010 (13,215 in 2009) for a weighted average number of shares of 19,715,885 for the three-month period ended December 31, 2010 (19,726,641 in 2009) and 19,725,425 for the twelve-month period ended December 31, 2010 (19,722,857 in 2009) for the calculation of diluted earnings per share.

5 - BUSINESS ACQUISITIONS

During the year, the Corporation acquired the shares of a Corporation for a cash consideration of $1,074 and a contingent consideration payable to the sellers based on the achievement of specific performance objectives. The excess of the purchase price over the net assets has been allocated to goodwill. The initial purchase price allocation will be reviewed to consider the contingent consideration when it can be determined by the Corporation that the objectives will be achieved.

During the year, in connection with two separate transactions, the Corporation increased its interest by 3.85% in its subsidiary, Uni-Sélect Pacific Inc., for a total cash consideration of $510, for which $255 is payable on December 31, 2010. The consideration paid for these transactions was based on the carrying amount as stated in the shareholders' agreement. Following these transactions, the Corporation's interest in its subsidiary increased from 75.0% to 78.85%

6 - BUSINESS AND ASSET DISPOSALS

During 2010, in connection with separate transactions, the Corporation sold some of the assets and liabilities of four stores and the shares of four stores. The net assets have been sold for a cash consideration of $3,369, of which $404 is receivable. The shares have been sold for a cash consideration of $57.

7 - DISCONTINUED OPERATIONS

In 2009, the Corporation proceeded to dispose of certain assets and liabilities of its subsidiary, Palmar Inc., which constituted all of the Heavy Duty Canada operating segment for a cash consideration of $27,143.

Pursuant to Section 3475 of the CICA Handbook, entitled "Disposal of Long-Lived Assets and Discontinued Operations", the group's operating results and loss from discontinued operations have been reclassified and presented in the consolidated statement of earnings under "Loss from discontinued operations" for 2010 and 2009 while the assets and liabilities of Palmar Inc. as at December 31, 2009 have been reclassified and presented in the consolidated balance sheet under "Assets or liabilities from discontinued opêrations".

As at December 31, 2010, Palmar Inc. was wound-up in its parent company Uni-Select Inc. As a result, the assets and liabilities were reclassified in their respective categories in the balance sheet as at December 31, 2010.

The following table provides the discontinued operations results for the periods ended December 31, 2010 and 2009:

  4th quarter   12 months  
  2010   2009   2010   2009  
  $   $   $   $  
Sales   (28 )   30 985  
Earnings (Loss) before the following items:   147     (2 684 )
Interests       128  
Amortization       171  
        299  
Earnings (Loss) before non-recurring items and income taxes   147     (2 983 )
Non-recurring items (1) (1 031 ) 2 229   (1 031 ) (4 231 )
Earnings (Loss) before income taxes (1 031 ) 2 376   (1 031 ) (7 214 )
Income taxes (109 ) 437   (109 ) (2 434 )
Earnings (Loss) from discontinued operations (922 ) 1 939   (922 ) (4 780 )

The following table provides the assets and liabilities from discontinued operations as at December 31, 2010 and 2009:

 
  December 31 December 31
  2010 2009
Assets $ $
  Cash 671
  Accounts receivable 646
  Income taxes receivable 68
  Future income taxes 2 392
Assets from discontinued operations 3 777
 
Liabilities    
  Accounts payable (1) 2 384
Liabilities from discontinued operations 2 384
   
1. Non-recurring items and accounts payable are essentially related to severances and future rent for closed locations. In 2010, they are primarily related to a loss resulting from a change in the subleasing revenues estimation.

8 - INVENTORY

The cost of inventory recognized as an expense is $220,315 for the three-month period ended December 31, 2010 ($234,107 in 2009) and $945,397 for the twelve-month period ended December 31, 2010 ($1,007,726 In 2009).

9 - ACCUMULATED OTHER COMPREHENSIVE INCOME

  December 31   December 31  
  2010   2009  
  $   $  
   
Balance, beginning of year (31 214 ) (1 605 )
Other comprehensive income for the years (8 562 ) (29 609 )
Balance, end of year (39 776 ) (31 214 )

The components of other accumulated comprehensive income as at December 31, 2010 and 2009, are as follows:

  December 31   December 31  
  2010   2009  
  $   $  
   
Accumulated currency translation adjustments (36 258 ) (27 535 )
Cumulative changes in fair value of derivatives used as a hedge (net of future income        
taxes of $1,301 ($1,503 in 2009)) (3 518 ) (3 679 )
  (39 776 ) (31 214 )

10 - EMPLOYEE FUTURE BENEFITS

As at December 31, 2010, the Corporation's pension plans are defined benefit and contribution plans.

For the three-month period ended December 31, 2010, the total expense for the defined contribution pension plans was $285 ($489 in 2009) and $424 ($434 in 2009) for the defined benefit pension plans.

For the twelve-month period ended December 31, 2010, the total expense for the defined contribution pension plans was $1,206 ($1,438 in 2009) and $2,715 ($2,354 in 2009) for the defined benefit pension plans.

11 - GUARANTEES

Under inventory repurchase agreements, the Corporation has made a commitment to financial institutions to repurchase inventories from some of its customers at a rate of 60% to 75% of the cost of the inventories for a maximum amount of $64,920 ($64,269 in 2009). In the event of legal proceedings, the inventories would be liquidated in the normal course of the Corporation'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 greater than the Corporation's commitments.

12 - GEOGRAPHICAL INFORMATION

Since January 1, 2010, the Corporation considers its distribution and commercial activity of automotive replacement parts as only one operating segment. This decision is a result of the new organizational structure that eliminates the boundaries between Canada and the United States and that is based on growth platforms aimed to integrate the activities of the Jobbers and Major Accounts divisions. The Corporation operates in Canada and the USA. The primary financial information per geographical location is as follows:

  4th quarter 12 months
  2010 2009 2010 2009
  $ $ $ $
Sales in Canada 126 224 126 060 518 317 525 693
Sales in the United States 183 212 189 574 805 438 884 182
  309 436 315 634 1 323 755 1 409 875
 
      December 31, 2010
    Canada United States Total
    $ $ $
Fixed assets   15 997 18 417 34 414
Intangible assets   18 411 39 769 58 180
Goodwill   40 584 51 805 92 389
 
      December 31, 2009
    Canada United States Total
    $ $ $
Fixed assets   14 558 24 261 38 819
Intangible assets   15 897 12 780 28 677
Goodwill   40 834 53 127 93 961

13 - RELATED PARTY TRANSACTIONS

The Corporation incurred rental expenses of $856 for the three-month period ended December 31, 2010 ($864 in 2009) and $3,405 for the twelve-month period ended December 31, 2010 ($3,704 in 2009) from Clarit Realty Ltd, a corporation controlled by a member of the Board of Directors. These agreements are concluded in the Corporation's normal course of business, are recorded at the exchange amount, and consist of 3-to-5-year term periods.

14 - SUBSEQUENT EVENTS

On January 11, 2011, the Corporation completed the purchase of all the outstanding shares of FinishMaster, Inc., the largest independent distributor of automotive paints, coatings and accessories in the USA (PBE). The purchase price amounted to approximately US$222,000, including the assumption of an estimated net debt of approximately US$56,000. For the year ended December 31, 2010, the sales and assets of this corporation amounted to US$421,385 and US$274,261, respectively.

The Corporation has financed this acquisition with a new unsecured financing agreement of US$400,000 with a 5-year term. This financing agreement consists of two components. The first component is a credit of US$200,000 repayable by increasing quarterly instalments, and the second one is a US$200,000 revolving long-term credit facility. These new credit facilities replace the Corporation's existing facilities. The Corporation also completed an offering of 1,983,750 common shares and convertible unsecured subordinated debentures for a nominal amount of $51,750 maturing January 31, 2016, for net proceeds of $49,446 and $49,680, respectively. The debentures will bear interest at a rate of 5.9% and are convertible into 1,239,224 shares, equivalent to an exercise price of $41.76 per share.

At the completion date of the consolidated financial statements, the Corporation has not yet completed the purchase price allocation. The preliminary amounts allocated to the intangible assets and goodwill are $48,800 and $117,600, respectively. The Corporation estimates that the intangible assets will be amortized on a straight-line basis over a period of 18 years. The final purchase price allocation will be completed during the fiscal year 2011.

Contact Information

  • UNI-SELECT INC.
    Mr. Richard G. Roy
    President and CEO
    450-641-2440
    or
    UNI-SELECT INC.
    Mr. Denis Mathieu
    Vice President and Chief Financial Officer
    450-641-2440
    www.uni-select.com