- 2009 full year adjusted net earnings down 12.2%, primarily due to increased provisions at Financial Services - Strong financial management results in improved liquidity, a strong balance sheet and significantly reduced capital expenditures - Increases in sales in growth categories in core CTR business and positive momentum from new format stores - Investor Conference scheduled in April 2010 to discuss details of long-term strategy
"Despite the challenging market conditions, we achieved our number one priority of successfully managing through uncertain economic times, focused on margin performance, optimizing capital expenditures, retiring expensive debt and lowering on-hand inventory at CTR," commented
"Our Financial Services division delivered
For the year, a significant increase in credit card loan losses in the Financial Services business was the primary reason for CTC's 12.2% decline in adjusted net earnings. Lower retail sales in winter related categories at Canadian Tire Retail (CTR) and Mark's Work Wearhouse (Mark's) contributed to a decrease of 19.8% in adjusted net earnings in the fourth quarter compared to the same quarter in 2008.
The Company is encouraged by the positive results of its new format CTR stores with both the Smart and Small Market stores demonstrating double digit increases in key categories. Significantly lower sales of discretionary and winter related merchandise in the fourth quarter were offset, in part, by sales increases in targeted CTR growth categories, including household cleaning, kitchen and pet care.
2009 CONSOLIDATED FINANCIAL HIGHLIGHTS
Fiscal 2009 sales and earnings figures are based on a 13-week period for the fourth quarter and a 52-week period for the year compared to a 14-week period for the fourth quarter in 2008 and a 53-week period for the year in 2008. Where noted, comparisons are also provided on a same calendar week basis to facilitate comparison of the results.
---------------------------------------------------------- Consolidated 2009 Year-over- 2009 Year-over- Highlights(1): 4th quarter year change full year year change ------------------------------------------------------------------------- Retail sales $ 3.0 billion (7.0)% $ 10.0 billion (5.6)% Gross operating revenue $ 2.4 billion (5.8)% $ 8.7 billion (4.8)% EBITDA(2) $248.7 million (10.1)% $873.7 million (2.0)% Adjusted earnings before income taxes (excludes non-operating gains and losses)(3) $153.5 million (20.2)% $498.3 million (13.2)% Net earnings $ 96.2 million (5.2)% $335.0 million (10.8)% Adjusted net earnings (excludes non-operating gains and losses)(3) $104.4 million (19.8)% $348.0 million (12.2)% Basic earnings per share $ 1.18 (5.4)% $ 4.10 (10.9)% Adjusted basic earnings per share (excludes non-operating gains and losses)(3) $ 1.28 (20.0)% $ 4.26 (12.4)% (1) All dollar figures in this table are rounded. (2) Earnings before interest, taxes, depreciation and amortization. Non- GAAP measure. Please refer to Section 18.0 of the 2008 Management's Discussion and Analysis. (3) Non-GAAP measure. Please refer to Section 18.0 of the 2008 Management's Discussion and Analysis.
Net earnings for the fourth quarter were impacted by the non-operating items indicated below:
($ in millions) Q4 2009 Change 2009 Change ------------------------------------------------------------------------- Net earnings $ 96.2 (5.2)% $ 335.0 (10.8)% Less after-tax adjustment for: Former CEO retirement obligation 0.0 0.3 Redemption of debentures (5.2) (4.1) Net effect of securitization activities (0.7) (5.3) Costs associated with the sale of the mortgage portfolio (3.6) (3.6) Gain (loss) on disposals of property and equipment 1.3 (0.3) ------------------------------------------------------------------------- Adjusted net earnings $ 104.4 (19.8)% $ 348.0 (12.2)% -------------------------------------------------------------------------
HIGHLIGHTS OF TOP-LINE PERFORMANCE BY BUSINESS
Retail sales and gross revenues for both the fourth quarter and full year 2009 were impacted by the additional week in the prior year comparative for our retail businesses. Below are highlights of the top-line performance by business, including retail sales compared on a same calendar week basis.
As reported(2) On a same calendar week basis(3) (year-over-year percentage Q4 change) Q4 2009(2) 2009(2) 2009(3) 2009(3) ------------------------------------------------------------------------- CTR retail sales(1) (8.3)% (2.8)% (3.1)% (1.1)% CTR gross operating revenue (8.7)% (2.1)% N/A N/A CTR net shipments (8.6)% (2.4)% N/A N/A Mark's retail sales (4.1)% (4.8)% 0.7% (3.5)% Petroleum retail sales (3.0)% (16.8)% N/A N/A Petroleum gasoline volume (8.1)% (1.1)% N/A N/A Financial Services' credit card sales 3.4% 2.4% N/A N/A Financial Services' gross average receivables 1.8% 4.1% N/A N/A ------------------------------------------------------------------------- (1) Includes sales from Canadian Tire stores, PartSource stores and the labour portion of CTR's auto service sales. (2) Fiscal 2009 sales and earnings figures are based on a 13-week period for the fourth quarter and a 52-week period for the year compared to 14 weeks for the fourth quarter in 2008 and 53 weeks for the year in 2008. (3) Selected retail sales figures have been provided on a comparable "same calendar week basis" for fiscal 2008, to make fiscal 2009 sales more comparable to the prior year
Business Overview
CANADIAN TIRE RETAIL (CTR)(1) Q4 Q4 ($ in millions) 2009 2008(2) Change 2009 2008(2) Change ------------------------------------------------------------------------- Retail sales(3) $2,167.8 $2,364.2 (8.3)% $7,407.2 $7,617.8 (2.8)% Same store sales(4) (year-over- year % change) (9.4%) 7.3% (4.2%) 1.8% Gross operating revenue 1,494.4 1,636.4 (8.7)% 5,552.2 5,669.1 (2.1)% Net shipments (year-over- year % change) (8.6%) 3.0% (2.4%) 3.5% ------------------------------------------------------------------------- Earnings before income taxes 38.0 26.7 42.4% 261.6 249.4 4.9% Less adjustment for: Redemption of debentures (7.7) - (6.1) - Delayed-start interest rate swap - (28.7) - (28.7) Gain on disposals of property and equipment(5) 2.2 3.7 1.8 7.4 Former CEO retirement obligation 0.0 (6.2) 0.5 (5.1) ------------------------------------------------------------------------- Adjusted earnings before income taxes(6) $ 43.5 $ 57.9 (24.8)% $ 265.4 $ 275.8 (3.7)% ------------------------------------------------------------------------- (1) Fiscal 2009 sales and earnings figures are based on a 13-week period for the fourth quarter and a 52-week period for the year compared to 14 weeks for the fourth quarter in 2008 and 53 weeks for the year in 2008. (2) 2008 figures have been restated for implementation, on a retrospective basis, of the CICA HB 3064 Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. Please refer to Note 2 in the Consolidated Financial Statements. (3) Includes sales from Canadian Tire stores, PartSource stores and the labour portion of CTR's auto service sales. (4) Same store sales include sales from all stores that have been open for more than 53 weeks. (5) Includes fair market value adjustments and impairments on property and equipment. (6) Non-GAAP measure. Please refer to section 18.0 in the 2008 Management's Discussion and Analysis.
CTR's fourth quarter retail sales decreased 8.3% and same store sales decreased 9.4% from the same quarter in 2008 due in part to an additional 53rd trading week in the 2008 comparative. When adjusted on the same calendar week basis, fourth quarter retail sales in 2009 declined a more modest 3.1% and same store sales by 4.1%.
When adjusted for the calendar differences in 2008, sales in key growth categories, including household cleaning, kitchen and pet care, significantly increased in the quarter, but were more than offset by reduced sales of electronics and other discretionary merchandise. In addition, the lack of snow, especially in Ontario and
Despite a decline in net shipments year over year, CTR maintained stable margins over the same quarter last year, supply chain costs were reduced and savings were realized in payroll, advertising and other operating expenses due to effective cost management and lower volumes.
Unadjusted fourth quarter earnings increased 42.4%, influenced significantly by the impact of the unwind of the delayed start interest rate swap in the prior year results. In the current year, the Company took advantage of the opportunity to retire debentures, prior to their 2010 maturity date. While the net cost associated with this redemption decision impacted the current quarter by
As a result of the Company's completion of major capital intensive initiatives, including the Eastern
During the quarter, CTR replaced one traditional store with a Smart store, opened 25 Smart store retrofits and opened 3 incremental Small Market stores with 2 of them offering a full size Mark's, bringing the total number of stores in the network to 479.
In 2009, PartSource built 3 new stores including 1 hub store, retrofitted 1 existing store to a hub store, converted 7 franchise stores to corporate stores and closed 2 stores. As a result, there were 87 stores at the end of the year, including 10 hub stores.
CANADIAN TIRE FINANCIAL SERVICES (Financial Services) Q4 Q4 ($ in millions) 2009 2008(1) Change 2009 2008(1) Change ------------------------------------------------------------------------- Total managed portfolio (end of period) $4,108.5 $4,120.9 (0.3)% Gross operating revenue $ 237.7 $ 212.4 11.9% $ 909.9 $ 820.4 10.9% ------------------------------------------------------------------------- Earnings before income taxes 38.4 45.8 (16.0)% 131.9 192.0 (31.3)% Less adjustment for: Costs associated with the sale of the mortgage portfolio (5.3) - (5.3) - Gain (loss) on disposals of property and equipment 0.4 - (0.3) (0.6) Net effect of securitization activities(2) (1.0) (10.6) (7.8) (2.9) ------------------------------------------------------------------------- Adjusted earnings before income taxes(3) $ 44.3 $ 56.4 (21.5)% $ 145.3 $ 195.5 (25.7)% ------------------------------------------------------------------------- (1) 2008 figures have been restated for implementation, on a retrospective basis, of the CICA HB 3064 Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. Please refer to Note 2 in the Consolidated Financial Statements. (2) Includes initial gain/loss on the sale of loans receivable, amortization of servicing liability, change in securitization reserve and gain/loss on reinvestment. (3) Non-GAAP measure. Please refer to section 18.0 in the 2008 Management's Discussion and Analysis.
Financial Services' total managed portfolio of loans receivable was
Financial Services' gross operating revenue was
Adjusted earnings before income taxes for the fourth quarter decreased 21.5% from the comparable 2008 period primarily due to a significant increase in the loan loss provision. The return on receivables for the total managed portfolio was 3.57% versus 5.00% in 2008. This was due primarily to the increase in net write-off rate for the total managed portfolio on a rolling 12-month basis, which was 7.58% compared to 6.34% in the comparable 2008 period, and overall aging of past due credit card accounts, which deteriorated by 32 basis points from
While the increased provisioning, reflecting the increase in consumer bankruptcies and proposals due to the softer economy, impacted the Company's results, national statistics indicate that Financial Services continues to experience a lower growth in bankruptcies than the Canadian average due to credit risk management strategies adopted over the past few years. Financial Services partially compensated for the higher provisioning by continuing to reduce its operating cost structure.
As previously announced, Financial Services sold its mortgage portfolio to National Bank during the quarter for proceeds of
As at
MARK'S WORK WEARHOUSE (Mark's)(1) Q4 Q4 ($ in millions) 2009 2008(2) Change 2009 2008(2) Change ------------------------------------------------------------------------- Retail sales(3) $ 391.7 $ 408.4 (4.1)% $ 960.0 $1,008.5 (4.8)% Same store sales(4) (4.9)% 3.9% (6.0)% 0.3% Gross operating revenue(5) 340.3 355.7 (4.3)% 833.8 872.4 (4.4)% ------------------------------------------------------------------------- Earnings before income taxes 63.1 71.2 (11.4%) 61.5 75.0 (18.0)% Less adjustment for: Loss on disposals of property and equipment (0.4) (0.5) (1.2) (0.9) ------------------------------------------------------------------------- Adjusted earnings before income taxes(6) $ 63.5 $ 71.7 (11.4%) $ 62.7 $ 75.9 (17.4)% ------------------------------------------------------------------------- (1) Fiscal 2009 sales and earnings figures are based on a 13-week period for the fourth quarter and a 52-week period for the year compared to 14 weeks for the fourth quarter in 2008 and 53 weeks for the year in 2008. (2) 2008 figures have been restated for implementation, on a retrospective basis, of the CICA HB 3064 Goodwill and Intangible Assets and the amendments to CICA HB 1000 - Financial Statement Concepts. Please refer to Note 2 in the Consolidated Financial Statements. (3) Includes retail sales from corporate and franchise stores. (4) Mark's same store sales exclude new stores, stores not open for the full period in each year and store closures. (5) Gross operating revenue includes retail sales at corporate stores only. (6) Non-GAAP measure. Please refer to section 18.0 in the 2008 Management's Discussion and Analysis.
Mark's fourth quarter total retail sales declined 4.1%, primarily due to the 2009 fourth quarter being 13 weeks compared to 14 weeks in 2008 and a shift in the calendar weeks. Adjusted on a calendar week basis, fourth quarter total retail sales increased by 0.7%. This is considered a very reasonable performance for a clothing retailer in the face of an extremely weak economy and uncertain consumer behaviour and reflects the strength of the Mark's product offering, based on its CLOTHES THAT WORK® strategy.
Mark's ladies wear experienced a 5.5% corporate store sales increase (a 11.4% increase when adjusted for the calendar differences) in the quarter and were strongest in accessories, outerwear and knitwear. Men's wear and industrial wear corporate store sales decreased by 4.5% (0.1% decrease when adjusted for the calendar differences) and 8.7% (4.3% decrease when adjusted for the calendar differences), respectively in the quarter.
On a regional basis, the largest sales declines were experienced in the resource based provinces of Alberta and British Columbia, reflective of the weaknesses in the labour market conditions in those regions, which particularly impacted sales of Mark's industrial wear. Overall, Mark's continues to focus on introducing products into its CLOTHES THAT WORK assortment that are better designed and engineered, and which are expected to drive long-term growth across all categories.
Mark's pre-tax earnings decreased 11.4% in the fourth quarter of 2009 as a result of lower sales and a 132 basis point reduction in margins, reflecting lower inventory markups, currency effects and a small amount of markdown/clearance activity. Mark's partially compensated for this by effective cost management.
During the quarter, Mark's opened 5 new stores, 3 of which were CTR/Mark's combo stores, expanded 1 corporate store and 1 franchise store, relocated 1 franchise store and closed 1 corporate store to bring the total number of stores in the network to 378.
CANADIAN TIRE PETROLEUM (Petroleum)(1) Q4 Q4 ($ in millions) 2009 2008 Change 2009 2008 Change ------------------------------------------------------------------------- Sales volume (millions of litres) 431.3 469.1 (8.1)% 1,708.8 1,727.0 (1.1)% Retail sales $ 433.5 $ 447.0 (3.0)% $1,653.7 $1,988.1 (16.8)% Gross operating revenue 398.8 414.3 (3.7)% 1,515.1 1,871.2 (19.0)% ------------------------------------------------------------------------- Earnings before income taxes 1.9 6.1 (69.1)% 24.2 26.6 (9.1)% Less adjustment for: Loss on disposals of property and equipment(2) (0.3) (0.2) (0.7) (0.5) ------------------------------------------------------------------------- Adjusted earnings before income taxes(3) $ 2.2 $ 6.3 (65.6)% $ 24.9 $ 27.1 (8.4)% ------------------------------------------------------------------------- (1) Fiscal 2009 sales and earnings figures are based on a 13-week period for the fourth quarter and a 52-week period for the year compared to 14 weeks for the fourth quarter in 2008 and 53 weeks for the year in 2008. (2) Includes asset impairment losses. (3) Non-GAAP measure. Please refer to section 18.0 in the 2008 Management's Discussion and Analysis.
Petroleum's revenue declined 3.7% in the fourth quarter of 2009 compared to the prior year, due to an additional 53rd trading week in the 2008 comparative. Gasoline margins declined late in the year compared to a year ago due to margin pressure in the market. Convenience store sales and car wash sales continued to show strong growth, up 15.0% and 8.5% respectively, when adjusted for the 53rd trading week.
In 2009, Petroleum built 3 new sites and refurbished/rebuilt 11 sites during the year to enhance the customer experience and better reflect the Canadian Tire brand. Petroleum now operates 272 gas bars, 267 convenience stores and kiosks, and 73 car washes.
2010 COMMENTARY
STRATEGIC PRIORITIES
The long-term growth and success of CTC will primarily be driven by a healthy core CTR business. During 2010, the company will focus on programs to increase the long-term return on the assets employed in the business. These will include programs to improve the overall customer experience and consistency in customer service between stores, leveraging industry-leading core assets in the automotive business, and positioning each Canadian Tire business unit to actively support and drive consumers to the core CTR business. This strategy will enable the corporation to optimize the significant investments already made in store and supply chain infrastructure and is expected to drive sustainable, long-term earnings growth.
Key areas of focus in 2010 will build on the momentum of programs and initiatives begun in 2009:
- Continued roll-out of capital-light CTR Smart stores (25 retrofits completed in Q4 2009) - Evolution of key productivity initiatives including CTR change program and IT renewal designed to improve operating efficiencies, and improved project execution - Began development of a redesigned and enhanced loyalty program providing deeper customer insights and greater rewards - Significant staffing and process changes within CTR Marketing, Merchandising and Store Operations to improve core processes and to increase the resources available to drive an enhanced customer experience at store level - Refocused and aligned core automotive assets with a single focus on gaining market share and strengthening the Canadian Tire brand - Centralized key support functions designed to decrease operating costs and improve operating efficiencies for business units - Reduced operating expenses, lower CAPEX ($273 million in 2009 versus an original budget of $390 million) and lower on-hand inventory levels at CTR - Development of enhanced supply chain and operations capabilities at Mark's through new technology investments - Ongoing focus on credit risk management at Financial Services; mortgage business sold in Q4 to allow focus on optimizing credit card operations in support of the core business - Strong financial management resulting in improved liquidity, a strong balance sheet and reconfirmed credit ratings - Focused initiative on enhancing performance management across the organization, including improved execution on key strategic initiatives and better integrated operating and strategic planning processes
All of these activities are expected to start delivering benefits in 2010/2011, including improvements in retail ROIC. However, the benefits will be partially offset by a number of expected headwinds in 2010 which will affect Financial Services, including $8-10 million impact on earnings due to new financial services regulations,
"Canadian Tire has a strong core retail business and among the best assets of any retailer in
The company will share more details on its strategic priorities at an Investor Conference and media day on
CAPITAL
Based on the Company's continued focus on optimizing investments and providing long-term improvements to retail ROIC, capital expenditures will continue to be below historic levels in 2010 and beyond. Total projected capital expenditures for 2010 will be in the range of
Going forward, capital expenditures will more closely match depreciation charges as the Company has reduced its capital expenditures requirements versus historic norms, principally because the Company is building less square footage than previously and the new CTR store formats are less capital-intensive than previous formats. Management will look for every opportunity to manage this capital in the most effective way.
FUNDING AND LIQUIDITY
Canadian Tire enters 2010 with one of its strongest financial positions in the last decade - with ready access to capital through diversified channels, including
Overall, Management remains confident that given the various sources of funding available, particularly for Financial Services, the Corporation has more than sufficient cost-effective funding to support its businesses for the foreseeable future.
DIVIDENDS
The Board of Directors has approved quarterly dividend payments during 2010 of
Canadian Tire's policy is to maintain dividend payments equal to approximately 15% to 20% of the prior year's normalized basic net earnings per share, after giving consideration to the period end cash position, future cash requirements, market conditions and investment opportunities. Normalized net earnings per share for this purpose exclude gains and losses on the sale of credit card and loans receivable and non-recurring items but include gains and losses on the ordinary course disposition of property and equipment.
NORMAL COURSE ISSUER BID
Canadian Tire also announced that it intends to make a normal course issuer bid (NCIB) to purchase, from
Canadian Tire has a policy of purchasing Class A Non-Voting Shares to offset the dilutive effects of the issuance of Class A Non-Voting Shares pursuant to the Company's employee profit sharing plan, stock option plan, share purchase plan and dividend reinvestment plan. Canadian Tire intends to continue that policy. In addition, Canadian Tire may purchase additional Class A Non-Voting Shares if the Board of Directors of Canadian Tire determines, after consideration of market conditions and Canadian Tire's financial flexibility and investment opportunities, that a purchase of additional Class A Non-Voting Shares is an appropriate means of enhancing the value of the remaining Class A Non-Voting Shares.
The number of Class A Non-Voting Shares purchased during 2009 pursuant to an NCIB was 742,198. The average price at which such purchases were made was
Any purchases made pursuant to the NCIB will be made in accordance with the rules of the TSX and will be made at the market price of the Class A Non-Voting Shares at the time of the acquisition. Canadian Tire will make no purchases of Class A Non-Voting Shares other than open market purchases which may be made during the period that the NCIB is outstanding. Subject to any block purchases made in accordance with the rules of the TSX, Canadian Tire will be subject to a daily repurchase restriction of 48,241 Class A Non-Voting Shares, which represent 25 percent of the average daily trading volume of Canadian Tire's Class A Non-Voting Shares on the TSX for the six months ended
Canadian Tire's NCIB is subject to regulatory approval.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information. Forward-looking information includes, but is not limited to, statements concerning management's expectations relating to possible or assumed future results, our strategic goals and our priorities, and the economic and business outlook for us, for each of our business segments and for the economy generally. Often but not always, forward-looking information can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the date that such statements are made. The forward-looking information contained in this press release is presented for the purpose of assisting the Company's security holders and financial analysts in understanding its financial position and results of operation as at and for the periods ended on the dates presented and the Company's strategic priorities and objectives, and may not be appropriate for other purposes. By its very nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks and uncertainties, which give rise to the possibility that the Company's predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that the Company's assumptions may not be correct and that the Company's objectives, strategic goals and priorities will not be achieved.
Although the Company believes that the predictions, forecasts, projections, expectations or conclusions reflected in the forward-looking information are based on information and assumptions which are current, reasonable and complete, this information is necessarily subject to a number of factors that could cause actual results to differ materially from management's predictions, forecasts, projections, expectations or conclusions as set forth in such forward-looking information for a variety of reasons. These factors include (a) credit, market, operational, liquidity and funding risks, including changes in interest rates or tax rates; (b) the ability of Canadian Tire to attract and retain quality employees, Dealers, Canadian Tire Petroleum agents and PartSource and Mark's Work Wearhouse store operators and franchisees; (c) the willingness of customers to shop at our stores or acquire our financial products and services; (d) risks and uncertainties relating to information management, technology, product safety, competition, seasonality, commodity price and business disruption, consumer credit, securitization funding, and foreign currency; and (e) the risks and uncertainties that could cause actual results or the material factors and assumptions applied in preparing forward-looking information to differ materially from predictions, forecasts, projections, expectations or conclusions, which risks and uncertainties are discussed in the "Risk Factors" section of our Annual Information Form for fiscal 2008 and in our 2008 Management's Discussion and Analysis. For more information on the risks, uncertainties and assumptions that could cause the Company's actual results to differ from current expectations, please read the entire body of this press release and refer to the Company's public filings available at www.sedar.com and at www.canadiantire.ca.
We caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect our results. Investors and other readers are urged to consider the foregoing risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward-looking information. Statements that include forward-looking information do not take into account the effect that transactions or non-recurring or other special items announced or occurring after the statements are made have on the Company's business. For example, they do not include the effect of any dispositions, acquisitions, asset write-downs or other charges announced or occurring after such statements are made. The forward-looking information in this press release reflects the Company's expectations as of the date hereof and is subject to change after this date. The Company does not undertake to update any forward-looking information, whether written or oral, that may be made from time to time by it or on its behalf, to reflect new information, future events or otherwise, unless required by applicable securities laws.
REVIEW BY BOARD OF DIRECTORS
The Canadian Tire Board of Directors, on the recommendation of its Audit Committee, has approved the contents of this disclosure.
CONFERENCE CALL
Canadian Tire will conduct a conference call to discuss information included in this news release and related matters at
Canadian Tire Corporation, Limited (TSX: CTC.a, CTC), is comprised of five business units: Canadian Tire Retail, one of Canada's most-shopped general merchandise retailers with 479 stores; PartSource, an automotive parts specialty chain with 87 stores; Canadian Tire Petroleum, one of the country's largest and most productive independent retailers of gasoline, operating 272 gas bars, 267 convenience stores and kiosks, and 73 car washes; Mark's Work Wearhouse, one of the country's leading apparel retailers operating 378 stores in
2009 FOURTH QUARTER INTERIM REPORT FINANCIALS Consolidated Statements of Earnings (Unaudited) ------------------------------------------------------------------------- 13 weeks 14 weeks 52 weeks 53 weeks (Dollars in millions ended, ended, ended, ended, except per share January 2, January 3, January 2, January 3, amounts) 2010 2009 2010 2009 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) Note 2) Gross operating revenue $ 2,437.7 $ 2,587.8 $ 8,686.5 $ 9,121.3 ------------------------------------------------------------------------- Operating expenses Cost of merchandise sold and all other operating expenses except for the undernoted items (Note 13) 2,184.6 2,305.1 7,788.1 8,200.5 Net interest expense (Note 8) 42.7 65.9 147.0 122.6 Depreciation and amortization 64.6 61.1 247.5 226.2 Employee profit sharing plan 4.4 5.9 24.7 29.0 ------------------------------------------------------------------------- Total operating expenses 2,296.3 2,438.0 8,207.3 8,578.3 Earnings before income taxes 141.4 149.8 479.2 543.0 Income taxes Current 49.8 67.8 135.2 209.1 Future (4.6) (19.5) 9.0 (41.5) ------------------------------------------------------------------------- Income taxes 45.2 48.3 144.2 167.6 ------------------------------------------------------------------------- Net earnings $ 96.2 $ 101.5 $ 335.0 $ 375.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Basic and diluted earnings per share $ 1.18 $ 1.24 $ 4.10 $ 4.60 ------------------------------------------------------------------------- Weighted average number of Common and Class A Non-Voting Shares outstanding 81,692,260 81,538,127 81,678,775 81,517,702 ------------------------------------------------------------------------- Consolidated Statements of Cash Flows (Unaudited) ------------------------------------------------------------------------- 13 weeks 14 weeks 52 weeks 53 weeks ended, ended, ended, ended, January 2, January 3, January 2, January 3, (Dollars in millions) 2010 2009 2010 2009 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) Note 2) Cash generated from (used for): Operating activities Net earnings $ 96.2 $ 101.5 $ 335.0 $ 375.4 Items not affecting cash Depreciation 50.7 45.2 193.7 168.6 Net provision for loans receivable (Note 3) 52.3 32.0 181.2 87.3 Amortization of intangible assets 13.9 15.8 53.8 57.6 Future income taxes (4.6) (19.5) 9.0 (41.5) Employee future benefits expense (Note 5) 1.5 1.6 6.0 6.4 Other 7.7 9.4 4.0 7.9 Impairments on property and equipment 0.4 0.8 1.9 2.5 Loss on disposal of mortgage portfolio 0.6 - 0.6 - Impairment of other long-term investments 0.6 1.0 1.1 2.0 Gain on disposals of property and equipment (2.2) (3.7) (1.6) (7.8) Changes in fair value of derivative instruments 11.7 39.1 (11.4) 55.6 Gain on sales of loans receivable (Note 3) (7.4) (10.2) (39.2) (73.7) Securitization loans receivable (8.1) (11.6) (39.4) (51.9) ------------------------------------------------------------------------- 213.3 201.4 694.7 588.4 ------------------------------------------------------------------------- Changes in other working capital components 145.0 252.7 (275.9) (406.9) ------------------------------------------------------------------------- Cash generated from operating activities 358.3 454.1 418.8 181.5 ------------------------------------------------------------------------- Investing activities Net securitization of loans receivable (111.6) (272.0) (532.3) (31.7) Additions to property and equipment (52.0) (34.4) (220.0) (359.5) Investment in loans receivable, net (125.7) (105.1) (208.5) (140.5) Additions to intangible assets (19.0) (26.3) (67.8) (76.5) Other long-term investments - (19.6) (50.7) (19.6) Short-term investments 130.0 - (38.0) - Other (1.9) (0.7) (7.7) (4.2) Purchases of stores (2.3) (8.0) (6.1) (36.5) Long-term receivables and other assets (1.5) (28.7) (3.1) (27.2) Proceeds on disposition of property and equipment 15.5 9.4 27.8 239.5 Proceeds on disposal of mortgage portfolio 162.2 - 162.2 - Proceeds on disposition of intangible assets - 0.1 - 0.6 ------------------------------------------------------------------------- Cash used for investing activities (6.3) (485.3) (944.2) (455.6) ------------------------------------------------------------------------- Financing activities Net change in deposits (265.0) 838.4 917.3 1,024.1 Issuance of long-term debt (Note 4) - - 200.1 0.2 Class A Non-Voting Share transactions (7.8) 6.0 (0.9) 7.0 Repayment of long-term debt (Note 4) (151.9) (2.0) (165.4) (156.3) Dividends (17.1) (17.1) (68.7) (66.4) Commercial paper - (367.2) - - ------------------------------------------------------------------------- Cash (used for) generated from financing activities (441.8) 458.1 882.4 808.6 ------------------------------------------------------------------------- Cash (used) generated in the period (89.8) 426.9 357.0 534.5 Cash and cash equivalents, beginning of period 875.8 2.1 429.0 (105.5) ------------------------------------------------------------------------- Cash and cash equivalents, end of period (Note 9) $ 786.0 $ 429.0 $ 786.0 $ 429.0 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Comprehensive Income (Unaudited) ------------------------------------------------------------------------- 13 weeks 14 weeks 52 weeks 53 weeks ended, ended, ended, ended, January 2, January 3, January 2, January 3, (Dollars in millions) 2010 2009 2010 2009 ------------------------------------------------------------------------- (Restated - (Restated - Note 2) Note 2) Net earnings $ 96.2 $ 101.5 $ 335.0 $ 375.4 Other comprehensive income (loss), net of taxes (Loss) gain on derivatives designated as cash flow hedges, net of tax of $10.2 and $33.7 (2008 - $56.7 and $68.9), respectively (23.6) 117.4 (80.7) 139.7 Reclassification to non-financial asset of (gain) loss on derivatives designated as cash flow hedges, net of tax of $7.9 and $31.1 (2008 - $18.5 and $10.1), respectively 16.5 (38.4) (58.5) (20.5) Reclassification to earnings of (gain) loss on derivatives designated as cash flow hedges, net of tax of $0.1 and $0.9 (2008 - $9.2 and $12.0), respectively 0.1 22.0 (1.9) 28.0 ------------------------------------------------------------------------- Other comprehensive (loss) income (7.0) 101.0 (141.1) 147.2 ------------------------------------------------------------------------- Comprehensive income $ 89.2 $ 202.5 $ 193.9 $ 522.6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statements of Changes in Shareholders' Equity (Unaudited) ------------------------------------------------------------------------- 52 weeks 53 weeks ended, ended, January 2, January 3, (Dollars in millions) 2010 2009 ------------------------------------------------------------------------- (Restated - Note 2) Share capital Balance, beginning of period $ 715.4 $ 700.7 Transactions, net (Note 6) 5.0 14.7 ------------------------------------------------------------------------- Balance, end of period $ 720.4 $ 715.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Contributed surplus - Balance, beginning of period $ - $ 2.3 Transactions, net 0.2 (2.3) ------------------------------------------------------------------------- Balance, end of period $ 0.2 $ - ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings Balance, beginning of period as previously reported $ 2,755.5 $ 2,455.1 Transitional adjustment on adoption of new accounting policies - HB 1000/3064 (Note 2) (3.1) (4.3) ------------------------------------------------------------------------- Balance, beginning of period as restated 2,752.4 2,450.8 Transitional adjustment on adoption of new accounting policies - EIC 173 (Note 2) 1.1 - Net earnings for the period 335.0 375.4 Dividends (68.7) (68.4) Repurchase of Class A Non-Voting Shares (6.1) (5.4) ------------------------------------------------------------------------- Balance, end of period $ 3,013.7 $ 2,752.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Accumulated other comprehensive income (loss) Balance, beginning of period $ 97.2 $ (50.0) Transitional adjustment on adoption of new accounting policies - EIC 173 (Note 2) (2.5) - Other comprehensive (loss) income for the period (141.1) 147.2 ------------------------------------------------------------------------- Balance, end of period $ (46.4) $ 97.2 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings and accumulated other comprehensive income (loss) $ 2,967.3 $ 2,849.6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Balance Sheets (Unaudited) ------------------------------------------------------------------------- (Dollars in millions) January 2, January 3, As at 2010 2009 ------------------------------------------------------------------------- (Restated - Note 2) ASSETS Current assets Cash and cash equivalents (Note 9) $ 786.0 $ 429.0 Short-term investments (Note 9) 64.0 - Accounts receivable 835.9 824.1 Loans receivable (Note 3) 2,274.8 1,683.4 Merchandise inventories 933.6 917.5 Income taxes recoverable 94.7 64.6 Prepaid expenses and deposits 40.7 40.2 Future income taxes 82.8 20.2 ------------------------------------------------------------------------- Total current assets 5,112.5 3,979.0 ------------------------------------------------------------------------- Long-term receivables and other assets (Note 3) 110.6 262.1 Other long-term investments, net 48.8 25.2 Goodwill 71.8 70.7 Intangible assets 265.4 247.9 Property and equipment, net 3,180.4 3,198.9 ------------------------------------------------------------------------- Total assets $ 8,789.5 $ 7,783.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES Current liabilities Deposits (Note 10) $ 863.4 $ 540.7 Accounts payable and other 1,391.4 1,444.2 Current portion of long-term debt 309.3 14.8 ------------------------------------------------------------------------- Total current liabilities 2,564.1 1,999.7 ------------------------------------------------------------------------- Long-term debt 1,101.9 1,373.5 Future income taxes 49.8 44.7 Long-term deposits (Note 10) 1,196.9 598.7 Other long-term liabilities 188.9 202.2 ------------------------------------------------------------------------- Total liabilities 5,101.6 4,218.8 ------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Share capital (Note 6) 720.4 715.4 Contributed surplus 0.2 - Accumulated other comprehensive income (loss) (46.4) 97.2 Retained earnings 3,013.7 2,752.4 ------------------------------------------------------------------------- Total shareholders' equity 3,687.9 3,565.0 ------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 8,789.5 $ 7,783.8 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Notes to the Consolidated Financial Statements (Unaudited) ------------------------------------------------------------------------- 1. Basis of Presentation These unaudited interim consolidated financial statements (the financial statements) have been prepared by Management in accordance with Canadian generally accepted accounting principles (GAAP) and include the accounts of Canadian Tire Corporation, Limited and its subsidiaries, collectively referred to as the "Company". These financial statements do not contain all disclosures required by Canadian GAAP for annual financial statements and accordingly, these financial statements should be read in conjunction with the most recently issued annual financial statements for the 53 weeks ended January 3, 2009 contained in our 2008 Annual Report. The preparation of the financial statements in conformity with Canadian GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Estimates are used when accounting for a number of items including, but not limited to, income taxes, impairment of assets (including goodwill), employee benefits, product warranties, inventory provisions, amortization, uncollectible loans, environmental reserves, asset retirement obligations, financial instruments, and the liability for the Company's loyalty programs. 2. Change in Accounting Policies These financial statements follow the same accounting policies and methods of their application as the most recently issued annual financial statements for the 53 weeks ended January 3, 2009, except as noted below. Financial Statement Concepts Effective, January 4, 2009 (the first day of the Company's 2009 fiscal year), the Company applied the amendments issued by the Canadian Institute of Chartered Accountants (CICA) to HB 1000 - Financial Statement Concepts, which clarify the criteria for recognition of an asset and the timing of expense recognition, specifically, deleting the guidance permitting the deferral of costs. The new requirements are effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2008. The Company applied the amendments to CICA HB 1000 in conjunction with CICA HB 3064 - Goodwill and Intangible Assets. Goodwill and Intangible Assets Effective, January 4, 2009, the Company implemented, on a retrospective basis with restatement, the CICA HB 3064 - Goodwill and Intangible Assets, which was effective for interim and annual financial statements for fiscal years beginning on or after October 1, 2008. This new standard provides guidance on the recognition, measurement, presentation and disclosure of goodwill and intangible assets, including internally developed intangibles, and is consistent with the revised asset definition and recognition criteria in CICA HB 1000 - Financial Statement Concepts. Under the new standard, costs related to development projects can be recorded as assets only if they meet the definition of an intangible asset. Additionally, internally developed computer software that is not an integral part of the related hardware was previously included in property and equipment. The new standard requires these costs to be included in intangible assets. As these costs have a limited useful life, they continue to be amortized over a 5 year period. As a result of the retrospective implementation of these standards, the cumulative impact on previously reported balances on the following dates is as follows: ($ in millions) Increase / (Decrease) ------------------------- January 3, December 29, 2009 2007 ------------------------- Retained earnings $ (3.1) $ (4.3) Long-term receivables and other assets (3.3) (4.6) Intangible assets 189.5 174.0 Property and equipment (190.9) (175.8) Income taxes recoverable 0.4 0.4 Future income tax liabilities (1.2) (1.7) In addition, the retrospective impact on depreciation and amortization for the 14 weeks and 53 weeks ended January 3, 2009 was a decrease of $0.8 million and $2.7 million, respectively. The retrospective impact of the write-off of deferred development costs on cost of merchandise sold and all other operating expenses for the 14 weeks and 53 weeks ended January 3, 2009 was an increase of $0.5 and $0.9 million, respectively. The retrospective impact on net earnings for the 14 weeks ended January 3, 2009 was an increase of $0.3 million, or $nil per share, and for the 53 weeks ended January 3, 2009 was an increase of $1.2 million, or $0.01 per share. Credit Risk and the Fair Value of Financial Assets and Financial Liabilities Effective, January 4, 2009, the Company implemented, on a retrospective basis without restatement of prior periods, the CICA Emerging Issues Committee (EIC) 173 - Credit Risk and the Fair Value of Financial Assets and Financial Liabilities, which is effective for interim and annual financial statements for periods ending on or after January 20, 2009. This EIC clarifies that an entity's own credit risk and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and financial liabilities, including derivative instruments, rather than using a risk free rate. Entities are required to re-measure financial assets and liabilities, including derivative instruments, as at the beginning of the period of adoption (i.e. the beginning of fiscal 2009) to take into account its own credit risk and the respective counterparty's credit risk. Any resulting difference would be recorded as an adjustment to retained earnings, except a) derivatives in a fair value hedging relationship accounted for by the "shortcut method", in which case the resulting difference would adjust the basis of the hedged item; and b) derivatives in cash flow hedging relationships, in which case the resulting difference would be recorded in accumulated other comprehensive income (AOCI). As a result of the retrospective implementation of this new standard, opening accumulated other comprehensive income decreased by $2.5 million and opening retained earnings increased by $1.1 million. Future Accounting Changes International Financial Reporting Standards In February 2008, the CICA announced that Canadian GAAP for publicly accountable enterprises will be replaced by International Financial Reporting Standards (IFRS) for fiscal years beginning on or after January 1, 2011. Accordingly, the conversion from Canadian GAAP to IFRS will be applicable to the Company's reporting for the first quarter of 2011, for which the current and comparative 2010 information will be prepared under IFRS. The Company expects the transition to IFRS to impact accounting, financial reporting, internal control over financial reporting, taxes, information systems and processes as well as certain contractual arrangements. The Company is currently assessing the impact of the transition to IFRS in the above areas and has deployed additional trained resources and formal project management practices and governance to ensure the timely conversion to IFRS. Business Combinations In January 2009, the CICA issued CICA HB 1582 - Business Combinations, which will replace CICA HB 1581 - Business Combinations. The CICA also issued CICA HB 1601 - Consolidated Financial Statements and CICA HB 1602 - Non-Controlling Interests, which will replace CICA HB 1600 - Consolidated Financial Statements. The objective of the new standards is to harmonize Canadian GAAP for business combinations and consolidated financial statements with the International and U.S. accounting standards. The new standards are to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period, commencing January 1, 2011, with earlier application permitted. Assets and liabilities that arose from business combinations whose acquisition dates preceded the application of the new standards will not be adjusted upon application of these new standards. The Company has elected not to adopt the new standard prior to 2011. Financial Instruments - Recognition and Measurement In April 2009, the CICA amended CICA HB 3855 - Financial Instruments - Recognition and Measurement. The amendment included a paragraph relating to embedded prepayment options. This amendment is effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011 with early adoption permitted. The new standard has no impact on the Company. Financial Instruments - Disclosures In June 2009, the CICA amended CICA HB 3862 - Financial Instruments - Disclosures, which adopted the amendments recently issued by the International Accounting Standards Boards (IASB) to IFRS 7 - Financial Instruments: Disclosures, which was issued in March 2009. These amendments are applicable to publicly accountable enterprises and those private enterprises, co-operative business enterprises, rate-regulated enterprises and not-for-profit organizations that choose to apply Section 3862. The amendments enhance disclosures about fair value measurements, including the relative reliability of the inputs used in those measurements, and about the liquidity risk of financial instruments. Section 3862 now requires that all financial instruments measured at fair value be categorized into one of three hierarchy levels, described as follows, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities: - Level 1 - inputs are unadjusted quoted prices of identical instruments in active markets; - Level 2 - inputs are other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and - Level 3 - inputs are not based on observable market data. The amendments are effective for annual financial statements for fiscal years ending after September 30, 2009, with early adoption permitted. To provide relief for financial statement preparers, and consistent with IFRS 7, the CICA decided that an entity need not provide comparative information for the disclosures required by the amendments in the first year of application. The required disclosures will be reflected in the Company's annual financial statements. Financial Instruments - Impairment of Debt Instruments In August 2009, the CICA amended CICA HB 3855 - Financial Instruments - Recognition and Measurement and concurrently CICA HB 3025 - Impaired Loans. These amendments affect the classifications that are required or allowed for debt instruments, as well as the impairment model for held-to-maturity financial assets. The amendments, which are effective for annual financial statements relating to fiscal years beginning on or after November 1, 2008, have no impact on the Company. Multiple Deliverable Revenue Arrangements In December 2009, the EIC issued EIC-175 - Multiple Deliverable Revenue Arrangements, which may be applied prospectively and should be applied to revenue arrangements with multiple deliverables entered into or materially modified in the first annual fiscal period beginning on or after January 1, 2011. Early adoption is permitted. This EIC requires a vendor to allocate arrangement consideration at the inception of an arrangement to all deliverables using the relative selling price method. It also provides guidance on the level of evidence of the standalone selling price required to separate deliverables when more objective evidence of the selling price is not available. Given the requirement to use the relative selling price method of allocating arrangement consideration, it prohibits the use of the residual method. The Company will assess the potential impact of this standard. 3. Loans Receivable The Company sells co-ownership interests in a pool of credit card receivables to a third party Trust (the Trust) in transactions known as securitizations. The transactions are accounted for as sales in accordance with CICA Accounting Guideline 12 (AcG-12), Transfers of Receivables, and the receivables are removed from the Consolidated Balance Sheets. In accordance with AcG-12, an asset called an "Interest Only Strip" is created to account for the difference between the market value of the transfer and the proceeds received. It represents the present value of the excess spread to be earned over the expected life of the receivables, specifically the yield less the write offs and interest expense of the Trust. Similarly, a servicing liability is established representing an estimate of Canadian Tire Bank's cost to service the receivables over the expected life. The Trust's recourse to the Company is limited to customer payments received on the portion of receivables in the pool that represent over-collateralization. The proceeds of any sale are the sum of the cash proceeds and the increase in the interest-only strip, less the sum of any transaction costs and increase in the servicing liability. The assets and liabilities of the Trust have not been consolidated in these financial statements because the Trust meets the criteria for a qualified special purpose entity and therefore is exempt from consolidation. Quantitative information about loans managed and securitized by the Company is as follows: Average balances Total principal amount for the 52 for the 53 ($ in millions) of receivables as at(1) weeks ended weeks ended ------------------------- ------------------------- January 2, January 3, January 2, January 3, 2010 2009 2010 2009 ------------ ------------ ------------ ------------ Total net managed credit card loans $ 3,932.8 $ 3,780.4 $ 3,742.4 $ 3,601.5 Credit card loans sold (1,693.4) (2,216.0) (2,044.1) (2,592.9) ------------ ------------ ------------ ------------ Credit card loans held 2,239.4 1,564.4 1,698.3 1,008.6 Total net managed personal loans(2) 34.0 83.8 56.2 114.2 Personal loans sold - - - (17.8) ------------ ------------ ------------ ------------ Personal loans held 34.0 83.8 56.2 96.4 Total net managed mortgage loans(3) - 138.8 141.0 76.0 ------------ ------------ ------------ ------------ Total net managed line of credit loans 15.6 20.6 18.1 23.7 ------------ ------------ ------------ ------------ Total loans receivable 2,289.0 1,807.6 $ 1,913.6 $ 1,204.7 ------------ ------------ ------------ ------------ Less: long-term portion(4) (14.2) (124.2) ------------ ------------ Current portion of loans receivable $ 2,274.8 $ 1,683.4 ------------ ------------ ------------ ------------ (1) Amounts shown are net of allowance for credit losses. (2) Personal loans are unsecured loans that are provided to qualified existing credit card holders for terms of three to five years. Personal loans have fixed monthly payments of principal and interest; however, the personal loans can be repaid at any time without penalty. (3) Mortgage loans are issued for terms of up to ten years, have fixed or variable interest rates, are secured and include a mix of both high and low ratio loans. High ratio loans are fully insured and low ratio loans are partially insured. During the quarter, the Company sold its mortgage portfolio, totaling approximately $162 million, resulting in a pre-tax loss of $0.6 million. (4) The long-term portion of loans is included in long-term receivables and other assets. Net credit losses for the owned portfolio for the 13 weeks and 52 weeks ended January 2, 2010 were $52.3 million (2008 - $32.0 million) and $181.2 million (2008 - $87.3 million), respectively. Net credit losses for the total managed portfolio for the 13 weeks and 52 weeks ended January 2, 2010 were $86.2 million (2008 - $67.6 million) and $337.7 million (2008 - $249.2 million), respectively. Net credit losses consist of total write-offs (including regular and bankruptcy write-offs and consumer proposals), net of recoveries and any changes in allowances. 4. Long-Term Debt On June 1, 2009, the Company issued $200.0 million of 7 year medium term notes, which mature and are repayable on June 1, 2016, and bear interest at 5.65 percent, payable semi-annually. On October 22, 2009, the Company redeemed $150 million of debentures, which were to mature on May 10, 2010, and bore interest at 12.10%. As a result of this redemption, the Company paid a redemption premium of $9.4 million on the redemption date. The debentures were hedged by interest rate swaps that were to mature on May 10, 2010 but were terminated early in connection with the redemption. Hedge accounting for these swaps ceased upon the redemption announcement. As a result, for the 13 weeks and 52 weeks ended January 2, 2010, $1.7 million and $3.3 million respectively of benefit was amortized to earnings. For the 13 weeks and 52 weeks ended January 2, 2010, $7.7 million and $6.1 million pre-tax losses were recorded, respectively. These amounts were included in long-term interest expense. 5. Employee Future Benefits The net employee future benefit expense for the 13 weeks and 52 weeks ended January 2, 2010 was $1.5 million (2008 - $1.6 million) and $6.0 million (2008 - $6.4 million), respectively. 6. Share Capital ($ in millions) January 2, January 3, 2010 2009 ------------ ------------ Authorized 3,423,366 Common Shares 100,000,000 Class A Non-Voting Shares Issued 3,423,366 Common Shares (January 3, 2009 - 3,423,366) $ 0.2 $ 0.2 78,178,066 Class A Non-Voting Shares (January 3, 2009 - 78,178,066) 720.2 715.2 ------------ ------------ $ 720.4 $ 715.4 ------------ ------------ ------------ ------------ The Company issues and repurchases Class A Non-Voting Shares. The net excess of the issue price over the repurchase price results in contributed surplus. The net excess of the repurchase price over the issue price is allocated first to contributed surplus, if any, with any remainder allocated to retained earnings. The following transactions occurred with respect to Class A Non- Voting Shares: 52 weeks ended 53 weeks ended ($ in millions) January 2, 2010 January 3, 2009 ------------------------- ------------------------- Number $ Number $ ------------ ------------ ------------ ------------ Shares outstanding at the beginning of the period 78,178,066 715.2 78,048,062 700.5 Issued 742,198 36.6 649,804 36.9 Repurchased (742,198) (37.5) (519,800) (29.9) Excess of repurchase price over issue price - 5.9 - 7.7 ------------ ------------ ------------ ------------ Shares outstanding at the end of the period 78,178,066 720.2 78,178,066 715.2 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ 7. Stock-based Compensation Plans All stock-based compensation plans are as disclosed in the most recently issued annual financial statements for the 53 weeks ended January 3, 2009, except as follows: 2009 Performance Share Unit Plan The Company has granted 2009 Performance Share Units (2009 PSUs) to certain employees. Each 2009 PSU entitles the participant to receive a cash payment in an amount equal to the weighted average closing price of Class A Non-Voting Shares traded on the Toronto Stock Exchange for the 20-day period prior to and including the last day of the performance period, multiplied by an applicable multiplier determined by specific performance-based criteria. Compensation expense related to 2009 PSUs is accrued over the performance period based on the expected total compensation to be paid out at the end of the performance period. For the 13 weeks and 52 weeks ended January 2, 2010, $1.6 million and $5.3 million of compensation expense was recorded for the 2009 PSUs, respectively. 8. Segmented Information - Statement of Earnings --------------------------------------------------------------------- 14 weeks 53 weeks ended ended 13 weeks January 3, 52 weeks January 3, ended 2009 ended 2009 January 2, (Restated - January 2, (Restated - ($ in millions) 2010 Note 2) 2010 Note 2) --------------------------------------------------------------------- Gross operating revenue CTR $ 1,494.4 $ 1,636.4 $ 5,552.2 $ 5,669.1 Financial Services 237.7 212.4 909.9 820.4 Petroleum 398.8 414.3 1,515.1 1,871.2 Mark's 340.3 355.7 833.8 872.4 Eliminations (33.5) (31.0) (124.5) (111.8) --------------------------------------------------------------------- Total gross operating revenue $ 2,437.7 $ 2,587.8 $ 8,686.5 $ 9,121.3 --------------------------------------------------------------------- --------------------------------------------------------------------- Earnings before income taxes CTR $ 38.0 $ 26.7 $ 261.6 $ 249.4 Financial Services 38.4 45.8 131.9 192.0 Petroleum 1.9 6.1 24.2 26.6 Mark's 63.1 71.2 61.5 75.0 --------------------------------------------------------------------- Total earnings before income taxes 141.4 149.8 479.2 543.0 Income taxes 45.2 48.3 144.2 167.6 --------------------------------------------------------------------- Net earnings $ 96.2 $ 101.5 $ 335.0 $ 375.4 --------------------------------------------------------------------- --------------------------------------------------------------------- Net Interest expense(1) CTR $ 26.2 $ 55.5 $ 82.9 $ 103.2 Financial Services 16.2 9.3 62.4 15.1 Mark's 0.3 1.1 1.7 4.3 --------------------------------------------------------------------- Total interest expense $ 42.7 $ 65.9 $ 147.0 $ 122.6 --------------------------------------------------------------------- --------------------------------------------------------------------- Depreciation and amortization expense CTR $ 50.4 $ 46.9 $ 191.2 $ 174.4 Financial Services 2.4 2.8 11.0 11.0 Petroleum 4.7 4.9 18.0 17.2 Mark's 7.1 6.5 27.3 23.6 --------------------------------------------------------------------- Total depreciation and amortization expense $ 64.6 $ 61.1 $ 247.5 $ 226.2 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Net interest expense includes interest on short-term and long- term debts, offset by passive interest income (includes interest income earned on bank deposits, ancillary investments and all inter-company interest income). Interest on long-term debt for the 13 weeks and 52 weeks ended January 2, 2010 was $39.5 million (2008 - $60.3 million) and $130.0 million (2008 - $117.9 million), respectively. Segmented Information - Total Assets --------------------------------------------------------------------- January 3, 2009 January 2, (Restated - ($ in millions) 2010 Note 2) --------------------------------------------------------------------- CTR $ 5,810.7 $ 5,801.8 Financial Services 3,319.0 2,550.6 Petroleum 279.7 352.9 Mark's 493.3 509.0 Eliminations (1,113.2) (1,430.5) --------------------------------------------------------------------- Total $ 8,789.5 $ 7,783.8 --------------------------------------------------------------------- --------------------------------------------------------------------- 9. Cash and Cash Equivalents The components of cash and cash equivalents are: January 2, January 3, ($ in millions) 2010 2009 ------------ ------------ Cash (bank overdraft) $ (48.5) $ 59.2 Cash equivalents 834.5 369.8 ------------ ------------ Cash and cash equivalents $ 786.0 $ 429.0 ------------ ------------ ------------ ------------ Cash equivalents are highly liquid and rated certificates of deposit or commercial paper with an original term to maturity of 3 months or less. Investments in highly liquid and rated certificates of deposits, commercial paper or other securities with an original term to maturity of more than 3 months and a remaining term to maturity of less than one year are classified as short-term investments. 10. Deposits Deposits consist of broker deposits and retail deposits. Cash from broker deposits is raised through sales of guaranteed investment certificates (GICs) through brokers rather than directly to the retail customer. Individual balances up to $100,000 are Canada Deposit Insurance Corporation (CDIC) insured. Broker deposits are offered for varying terms ranging from 30 days to five years, and all issued GICs are non-redeemable prior to maturity (except in certain rare circumstances). Total short-term and long-term broker deposits outstanding at January 2, 2010 were $1,514.8 million (2008 - $926.8 million). Retail deposits consist of high interest savings deposits, retail GICs and tax-free savings deposits. Total retail deposits outstanding at January 2, 2010 were $545.5 million (2008 - $212.6 million). 11. Capital Management Disclosures The Company's objectives when managing capital are: - minimizing the after-tax cost of capital; - maintaining healthy liquidity reserves and access to capital; and - maintaining flexibility in capital structure to ensure the ongoing ability to execute the Strategic Plan. The current economic environment has not changed the Company's objectives in managing capital. Management includes the following items in its definition of capital: January 2, January 3, ($ in millions) 2010 % of total 2009 % of total ------------------------- ------------------------- Current portion of long-term debt $ 309.3 4.9% $ 14.8 0.3% Long-term debt 1,101.9 17.4% 1,373.5 25.2% Long-term deposits 1,196.9 18.9% 598.7 11.0% Other long-term liabilities(1) 1.3 - % 3.2 0.1% Share capital 720.4 11.4% 715.4 13.1% Contributed surplus 0.2 - % - - % Retained earnings 3,013.7 47.4% 2,752.4 50.3% ------------------------- ------------------------- Net capital under management $ 6,343.7 100.0% $ 5,458.0 100.0% ------------------------- ------------------------- ------------------------- ------------------------- (1) Long-term liabilities that are derivative or hedge instruments relating to capital items only. The Company has in place various policies which it uses to manage capital, including a leverage and liquidity policy and a securities and derivatives policy. As part of the overall management of capital, Management's Financial Risk Management Committee and the Audit Committee of the Board review the Company's compliance with, and performance against, these policies. In addition, Management's Financial Risk Management Committee and the Audit Committee of the Board perform periodic reviews of the policies to ensure they remain consistent with the risk tolerance acceptable to the Company and with current market trends and conditions. To assess its effectiveness in managing capital, Management historically monitored certain key ratios to ensure they are within targeted ranges. As a result of growth in our Financial Services business, changes in how Financial Services is funded and the pending impact of IFRS, these previously disclosed ratios are no longer considered relevant by Management. Management is currently undertaking a review to identify the most relevant key ratios. Under the existing debt agreements, key financial covenants are monitored on an on-going basis by Management to ensure compliance with the agreements. The key covenants are as follows: - maintaining a specified minimum net tangible assets coverage, which is calculated as: - total assets less intangible assets, current liabilities (excluding current portion of long-term debt), and liability for employee future benefits, - divided by long-term debt (including current portion of long- term debt). - limitations on surplus available for distribution to shareholders whereby the Company is restricted from distributions (including dividends and redemptions or purchases of shares) exceeding its accumulated net income over a defined period. The Company was in compliance with these key covenants during the period. The Company's wholly-owned subsidiary, Canadian Tire Bank (the Bank), manages its capital under guidelines established by the Office of the Superintendent of Financial Institutions Canada (OSFI). The regulatory capital guidelines measure capital in relation to credit, market and operational risks. The Bank has various capital policies, procedures and controls which it utilizes to achieve its goals and objectives. The Bank's objectives include: - providing sufficient capital to maintain the confidence of depositors; - being an appropriately capitalized institution, as measured internally, defined by regulatory authorities and compared with the Bank's peers; and - achieving the lowest overall cost of capital consistent with preserving the appropriate mix of capital elements to meet target capitalization levels. The Bank's total capital consists of three tiers of capital approved under OSFI's current regulatory capital guidelines. As at December 31, 2009 (the Bank's fiscal quarter end), Tier 1 capital includes common shares and retained earnings reduced by net securitization exposures. The Bank currently does not hold any instruments in Tier 2 or Tier 3 capital. Risk-weighted assets (RWA), referenced in the regulatory guidelines, include all on-balance sheet assets weighted for the risk inherent in each type of asset as well as an operational risk component based on a percentage of average risk-weighted revenues. The Bank's ratios are above internal minimum targets for Tier 1 and Total capital ratios. The Bank is within its internal maximum target for the assets to capital multiple. OSFI's minimum Tier 1 and Total capital ratios for Canadian banks are 7 percent and 10 percent, respectively. During the 3 months ended December 31, 2009 and the comparative period, the Bank complied with the capital guidelines issued by OSFI under the "International Convergence of Capital Measurement and Capital Standards - A Revised Framework" (Basel II). 12. Financial Instruments Disclosures Allowance for credit losses The Company's allowances for receivables are maintained at levels which are considered adequate to absorb future credit losses. A continuity of the Company's allowances for credit losses is as follows: Credit card loans Other loans(1) --------------------------------------------------- January 2, January 3, January 2, January 3, ($ in millions) 2010 2009 2010 2009 --------------------------------------------------- Balance, beginning of year $ 51.8 $ 51.5 $ 3.5 $ 2.7 Provision for credit losses 175.6 78.0 5.6 9.3 Recoveries 19.8 15.0 0.8 0.7 Write-offs (163.3) (92.7) (7.8) (9.2) --------------------------------------------------- Balance, end of period $ 83.9 $ 51.8 $ 2.1 $ 3.5 --------------------------------------------------- --------------------------------------------------- Accounts receivable Total --------------------------------------------------- January 2, January 3, January 2, January 3, ($ in millions) 2010 2009 2010 2009 --------------------------------------------------- Balance, beginning of year $ 3.3 $ 5.0 $ 58.6 $ 59.2 Provision for credit losses 3.0 1.0 184.2 88.3 Recoveries 0.2 0.3 20.8 16.0 Write-offs (3.0) (3.0) (174.1) (104.9) --------------------------------------------------- Balance, end of period $ 3.5 $ 3.3 $ 89.5 $ 58.6 --------------------------------------------------- --------------------------------------------------- (1) Other Loans include personal loans, mortgage loans and line of credit loans. Foreign currency risk The Company has significant demand for foreign currencies, primarily United States dollars, due to global sourcing. However, it manages its exposure to foreign exchange rate risk through a comprehensive Foreign Exchange Risk Management Policy that sets forth specific guidelines and parameters, including monthly hedge percentage guidelines, for entering into foreign exchange hedge transactions for anticipated U.S. dollar-denominated purchases. The Company's exposure, however, to a sustained movement in the currency markets, is impacted by competitive forces and future prevailing market conditions. Liquidity risk The following table summarizes the Company's contractual maturity for its financial liabilities. The table includes both interest and principal cash flows. ($ in millions) 1 year 2 years 3 years 4 years --------------------------------------------------- Deposits $ 872.2 $ 160.5 $ 239.9 $ 470.1 Accounts payable and other 1,339.8 - - - Long-term debt 309.3 21.2 8.5 6.7 Interest payment(1) 120.5 97.6 95.5 112.3 Other - 0.9 - 5.1 --------------------------------------------------- Total $ 2,641.8 $ 280.2 $ 343.9 $ 594.2 --------------------------------------------------- --------------------------------------------------- ($ in millions) 5 years Thereafter Total -------------------------------------- Deposits $ 326.4 $ - $ 2,069.1 Accounts payable and other - - 1,339.8 Long-term debt 3.6 1,058.5 1,407.8 Interest payment(1) 88.6 633.5 1,148.0 Other 1.3 - 7.3 -------------------------------------- Total $ 419.9 $ 1,692.0 $ 5,972.0 -------------------------------------- -------------------------------------- (1) Includes interest payments on deposits and long-term debt. Interest rate risk The Company is exposed to interest rate risk, which it manages through the use of interest rate swaps. The Company has a policy in place whereby a minimum of 75 percent of its long-term debt (term greater than one year) and lease obligations must be at fixed versus floating interest rates. The Company is in compliance with this policy. 13. Merchandise Inventory Included in "cost of merchandise sold and all other operating expenses except for the undernoted items" for the 13 weeks and 52 weeks ended January 2, 2010 is $1,670.9 million (2008 - $1,811.9 million) and $5,856.0 million (2008 - $6,422.0 million), respectively, of inventory recognized as an expense, which included $14.3 million (2008 - $19.3 million) and $55.7 million (2008 - $68.2 million), respectively, of write-downs of inventory as a result of net realizable value being lower than cost. Inventory write-downs recognized in previous years and reversed in the current quarter and the comparative quarter were insignificant. 14. Supplementary Cash Flow Information The Company paid income taxes during the 13 weeks ended January 2, 2010 of $28.6 million (2008 - $49.5 million) and made interest payments of $63.1 million (2008 - $35.5 million). For the 52 weeks ended January 2, 2010, the Company paid income taxes of $165.2 million (2008 - $220.1 million) and made interest payments of $173.9 million (2008 - $108.7 million), including $31.8 million related to the settlement of delayed start swaps and $9.4 million related to the early redemption of debentures. During the 13 weeks and 52 weeks ended January 2, 2010, property and equipment were acquired at an aggregate cost of $62.6 million (2008 - $107.8 million) and $202.8 million (2008 - $394.5 million), respectively. The amount of property and equipment acquired that is included in accounts payable and other at January 2, 2010 was $22.7 million (2008 - $101.2 million). During the 13 weeks and 52 weeks ended January 2, 2010, intangible software was acquired at an aggregate cost of $18.6 million (2008 - $27.1 million) and $70.3 million (2008 - $77.4 million), respectively. The amount of intangible software acquired that is included in accounts payable and other at January 2, 2010 was $2.6 million (2008 - $0.9 million). 15. Legal Matters The Company and certain of its subsidiaries are party to a number of legal proceedings. The Company believes that each such proceeding constitutes a routine legal matter incidental to the business conducted by the Company and that the ultimate disposition of the proceedings will not have a material effect on its consolidated earnings, cash flows, or financial position. In October 2004, a motion for authorization to proceed with a class action against the Company's wholly-owned subsidiary, Canadian Tire Bank (the Bank), and a number of other banks was filed by a Quebec- based consumers' group. The class action alleges that the cash advance transaction fees charged by the Bank are not permitted under the Consumer Protection Act (Quebec). The claim seeks a return of all fees assessed against cardholders for cash advances, plus interest and punitive damages per class member. The class action was certified against the Bank on November 1, 2006. The class is comprised of all persons in Quebec who have a credit card agreement with the Bank and who have paid fees for cash advances in Canada or abroad since October 1, 2001. The Company believes it has a solid defense to the claim on the basis that banks are not required to comply with provincial legislation because banking and cost of borrowing disclosure is a matter of exclusive federal jurisdiction. Accordingly, no provision has been made for amounts, if any, that would be payable in the event of an adverse outcome. If adversely decided, the present total aggregate exposure to the Bank is expected to be approximately $16 million. In June 2009, a similar lawsuit against another financial institution was heard by the Quebec Supreme Court questioning the legality of foreign exchange fees on credit cards transactions. The Court ruled in favour of the plaintiff, although the decision is being appealed to the Quebec Court of Appeal. One consequence of this decision is that it may affect other outstanding lawsuits, including the action filed against the Bank noted in the preceding paragraph. 16. Tax Matters 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, from time to time, certain matters are reviewed and challenged by the tax authorities. The main issues challenged by the Canada Revenue Agency (CRA) relate to the tax treatment of commissions paid to foreign subsidiaries of the Company (covering periods from 1995 to 2007), and dividends received on an investment made by a wholly-owned subsidiary of the Company related to reinsurance (covering periods from 1999 to 2003). The applicable provincial tax authorities have reassessed and are also expected to issue further reassessments on these matters for the corresponding periods. The Company has agreed with the CRA to settle the commissions issue for the period 1995-2003, although the determination of the final tax liability pursuant to the settlement is subject to the verification by the CRA of certain information provided by the Company. The Company believes the provincial tax authorities will also reassess on the same basis. The Company does not have a significant exposure on this issue subsequent to the 2003 taxation year. The reassessments with respect to the dividends received issue are based on multiple grounds, some of which are highly unusual. The Company has appealed the reassessments and the matter is currently pending before the Tax Court of Canada. If the CRA (and applicable provincial tax authorities) were entirely successful in their reassessments - an outcome that the Company and its tax advisors believe to be unlikely - it is estimated that the total liability of the Company for additional taxes, interest and penalties could be approximately $193 million. Although the Company has appealed these reassessments, current tax legislation requires the Company to remit to the CRA and its provincial counterparts approximately $120 million related to this matter, all of which has been remitted. The Company regularly reviews the potential for adverse outcomes in respect of tax matters. The Company believes that the ultimate disposition of the settlements, finalization of the commissions issue, resolution of the dividends received issue and other tax matters, will not have a material adverse effect on its liquidity, consolidated financial position or results of operations because the Company believes that it has adequate provision for these tax matters. Should the ultimate tax liability materially differ from the provision, the Company's effective tax rate and its earnings could be affected positively or negatively in the period in which the matters are resolved. The full year provision has been reduced by $9.1 million due to the retroactive change in legislation relating to the taxation of gains realized from the disposition of shares during 2006 and 2007 and a revision to the prior year's estimated tax expense. Interest Coverage Exhibit to the Consolidated Financial Statements (unaudited) --------------------------------------------------------------------- The Company's long-term interest requirements for the 52 weeks ended January 2, 2010, after annualizing interest on long-term debt issued and retired during this period, amounted to $111.5 million. The Company's earnings before interest on long-term debt and income taxes for the 52 weeks ended January 2, 2010 were $608.2 million, which is 5.5 times the Company's long-term interest requirements for this period.
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