2008 Operating EBITDA Increases 20.6% versus 2007
TORONTO, Nov. 21 /CNW/ - Sears Canada Inc. (TSX: SCC) today announced its
unaudited third quarter results. Total revenues for the 13-week period ended
November 1, 2008 increased 5.5% to $1.442 billion compared to $1.368 billion
for the 13 weeks ended September 29, 2007. Beginning in 2008, the Company
changed its year end to the Saturday closest to January 31st instead of the
Saturday closest to December 31st. Compared to the 13-week period ended
November 3, 2007, revenues increased 0.6%, same store sales increased 0.9%,
gross margins increased by 95 basis points and operating expenses, as a
percentage to revenue, decreased by 49 basis points.
Net earnings for the quarter, excluding unusual items, increased 47.4% to
$67.8 million or 63 cents per share compared to $46.0 million or 44 cents per
share in the quarter last year which ended September 29, 2007. Unusual items,
net of tax, in the third quarter of 2007 of $58.0 million or 53 cents per
share were related to property transactions including the sale of the
Company's headquarters building, and as a result, net earnings for the third
quarter, including unusual items, decreased 33.8% to $68.9 million or 64 cents
per share compared to $104.0 million or 97 cents per share in the quarter
ended September 29, 2007.
Operating EBITDA (Earnings before interest, taxes, depreciation and
amortization), before unusual items, increased by 20.6% to $129.7 million for
the 13-week period ended November 1, 2008 versus $107.5 million in the
comparable 13-week period ended November 3, 2007. Operating EBITDA is a
non-GAAP measure; please refer to "Reconciliation of Net Earnings to Operating
EBITDA" attached.
Commenting on the third quarter, Dene Rogers, President and Chief
Executive Officer, Sears Canada Inc., said, "We were pleased to increase same
store sales, considering the difficult economic period being experienced in
Canada with the lowest consumer confidence index in more than 25 years. We did
this by offering Canadians tremendous value through special promotions
including our innovative "Budget Relief Price Drop" program which helped our
customers stretch their household spending dollars in these uncertain times."
Total revenues for the 39-week period ended November 1, 2008 increased
2.1% to $4.117 billion compared to $4.031 billion for the 39-week period ended
September 29, 2007. Compared to the 39-week period ended November 3, 2007,
revenues decreased 0.3%, same store sales increased 0.3%, gross margins
increased by 100 basis points and operating expenses, as a percentage to
revenue, increased by 17 basis points.
Net earnings for the 39-week period ended November 1, 2008, excluding
unusual items, increased 75.3% to $163.7 million or $1.52 per share compared
to $93.4 million or 87 cents per share for the 39-week period ended September
29, 2007. Net earnings for the 39-week period ended November 1 2008, including
unusual items, increased 20.2% to $193.1 million or $1.79 per share compared
to $160.6 million or $1.49 per share for the 39-week period ended September
29, 2007.
For the 39-week period ending November 1, 2008, Operating EBITDA before
unusual items increased by 11.3% to $337.1 million versus $302.9 million for
the comparable 39-week period ended November 3, 2007. As previously mentioned,
please refer to "Reconciliation of Net Earnings to Operating EBITDA" attached.
"We expect our customers to have household budget concerns into the
fourth quarter," continued Mr. Rogers. "Sears will respond with special
marketing offers designed to help them shop with confidence that they are
receiving the best possible value from Sears as we head into this Holiday
period. Our 35,000 associates are committed to providing our customers with
memorable and satisfying shopping experiences as they help them get ready for
the 2008 Holiday season."
This release contains information which is forward-looking and is subject
to important risks and uncertainties. Forward-looking information concerns the
Company's future financial performance, business strategy, plans, goals and
objectives. Factors which could cause actual results to differ materially from
current expectations include, but are not limited to: the ability of the
Company to successfully implement its cost reduction, productivity improvement
and strategic initiatives and whether such initiatives will yield the expected
benefits; the impact of the sale of the Company's Credit and Financial
Services operations and the results achieved pursuant to the Company's
long-term marketing and servicing alliance with JPMorgan Chase Bank, N.A.;
general economic conditions; competitive conditions in the businesses in which
the Company participates; changes in consumer spending; seasonal weather
patterns; customer preference toward product offerings; changes in the
Company's relationship with its suppliers; interest rate fluctuations and
other changes in funding costs; fluctuations in foreign currency exchange
rates; the possibility of negative investment returns in the Company's pension
plan; the outcome of pending legal proceedings; and changes in laws, rules and
regulations applicable to the Company. While the Company believes that its
forecasts and assumptions are reasonable, results or events predicted in this
forward-looking information may differ materially from actual results or
events.
Sears Canada is a multi-channel retailer with a network of 198 corporate
stores, 187 dealer stores, 44 home improvement showrooms, over 1,850 catalogue
merchandise pick-up locations, 106 Sears Travel offices and a nationwide home
maintenance, repair, and installation network. The Company also publishes
Canada's most extensive general merchandise catalogue and offers shopping
online at www.sears.ca.SEARS CANADA INC.
RECONCILIATION OF NET EARNINGS TO OPERATING EBITDA
Unaudited
Third Quarter Year-to-Date
(in millions, except --------------------------------------------
per share amounts) 2008 2007 2008 2007
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Net earnings(1) $ 68.9 $ 104.0 $ 193.1 $ 160.6
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Unusual items, net of taxes:
Restructuring activities $ (1.1) - $ (1.1) -
Sale of real estate/joint
venture - (58.0) $ (28.3) (67.3)
Sale of airplane - - - (2.3)
Settlement of lawsuit - - - 2.4
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Net earnings excluding
unusual items(1) $ 67.8 $ 46.0 $ 163.7 $ 93.4
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Depreciation and amortization 31.5 34.8 95.5 107.1
Interest expense, net 2.9 3.5 5.5 14.4
Income taxes expense excluding
taxes on unusual items(1) 27.5 25.5 72.4 54.0
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Operating EBITDA(2) $ 129.7 $ 109.8 $ 337.1 $ 268.9
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Adjustments to arrive at
comparable period operating
EBITDA(3) for 2007:
Change in fiscal year end 7.0 20.1
New inventory standard (11.1) (0.6)
Retrospective change in
financial instruments
accounting policy 1.8 14.5
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Comparable period operating
EBITDA(3) $ 129.7 $ 107.5 $ 337.1 $ 302.9
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Net earnings per share $ 0.64 $ 0.97 $ 1.79 $ 1.49
Net earnings per share
excluding unusual items $ 0.63 $ 0.44 $ 1.52 $ 0.87
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(1) Net earnings and income taxes expense for the third quarter and year-
to-date ("YTD") 2007 have been restated as a result of the
retrospective application of the change to the Company's financial
instruments accounting policy choice regarding recognition of
embedded derivatives.
(2) The third quarter and YTD periods of 2008 and 2007 represent the
13 and 39-week periods ended November 1, 2008 and September 29, 2007,
respectively.
(3) For the third quarter and YTD 2008 and the comparable third quarter
and YTD 2007, comparable period operating EBITDA represents the 13
and 39-week periods ended November 1, 2008 and November 3, 2007,
respectively.
SEARS CANADA INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Unaudited
As at As at
September February
As at 29, 2007 2, 2008
November (Restated (Restated
(in millions) 1, 2008 - Note 1) - Note 1)
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ASSETS
Current Assets
Cash and short-term investments $ 803.5 $ 736.0 $ 871.6
Restricted cash (Note 13) 5.9 5.1 5.2
Accounts receivable 181.1 125.8 118.4
Income taxes recoverable 51.7 0.2 0.4
Inventories 1,179.4 984.0 879.7
Prepaid expenses and other assets 212.0 104.2 91.1
Current portion of future income
tax assets 0.1 75.0 29.2
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2,433.7 2,030.3 1,995.6
Capital assets 706.1 750.0 742.0
Deferred charges 201.7 208.6 205.0
Future income tax assets 27.7 20.6 24.9
Other long-term assets 31.6 35.3 34.2
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$ 3,400.8 $ 3,044.8 $ 3,001.7
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LIABILITIES
Current liabilities
Accounts payable $ 816.6 $ 764.3 $ 683.6
Accrued liabilities 425.0 442.5 438.6
Income and other taxes payable 48.2 53.2 80.2
Principal payments on long-term
obligations due within one year (Note 4) 14.8 146.4 16.1
Future income tax liabilities 7.3 - -
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1,311.9 1,406.4 1,218.5
Long-term obligations (Note 4) 353.6 356.4 356.0
Accrued benefit liability (Note 12) 156.7 161.8 164.1
Other long-term liabilities 168.4 172.4 169.7
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1,990.6 2,097.0 1,908.3
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SHAREHOLDERS' EQUITY
Capital stock (Note 9) 15.7 15.7 15.7
Retained earnings 1,328.5 932.3 1,077.7
Accumulated other comprehensive income 66.0 (0.2) -
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1,410.2 947.8 1,093.4
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$ 3,400.8 $ 3,044.8 $ 3,001.7
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SEARS CANADA INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
For the 13 and 39-week periods ended November 1, 2008 and September 29,
2007
Unaudited
13-Week Period 39-Week Period
--------------------- ---------------------
2007 2007
(in millions, except (Restated (Restated
per share amounts) 2008 - Note 1) 2008 - Note 1)
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Total revenues $ 1,442.2 $ 1,367.6 $ 4,116.9 $ 4,030.6
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Cost of merchandise sold,
operating, administrative
and selling expenses (Note 2) 1,312.5 1,257.8 3,779.8 3,761.7
Depreciation and amortization 31.5 34.8 95.5 107.1
Interest expense, net 2.9 3.5 5.5 14.4
Unusual items - gain (Note 5) (1.6) (77.2) (38.8) (86.4)
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Earnings before income taxes 96.9 148.7 274.9 233.8
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Income taxes expense (recovery)
Current 28.8 19.7 107.6 36.7
Future (0.8) 25.0 (25.8) 36.5
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28.0 44.7 81.8 73.2
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Net earnings $ 68.9 $ 104.0 $ 193.1 $ 160.6
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Net earnings per share
(Note 6) $ 0.64 $ 0.97 $ 1.79 $ 1.49
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Diluted net earnings per
share (Note 6) $ 0.64 $ 0.97 $ 1.79 $ 1.49
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Net earnings $ 68.9 $ 104.0 $ 193.1 $ 160.6
Other comprehensive income
(loss), net of taxes, for
the 13 and 39-week periods,
respectively:
Mark-to-market adjustment
related to short-term
investments, net of income
taxes recovery of less
than $0.1 and $0.1 (2007:
less than $0.1) - (0.1) (0.1) (0.2)
Gain on derivatives
designated as cash flow
hedges, net of income taxes
expense of $29.3 and $31.7 61.8 - 66.8 -
Reclassification to net
earnings of gain on
derivatives designated as
cash flow hedges, net of
income taxes expense of
$0.4 and $0.3 (0.8) - (0.7) -
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Other comprehensive
income (loss) 61.0 (0.1) 66.0 (0.2)
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Comprehensive income $ 129.9 $ 103.9 $ 259.1 $ 160.4
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CONSOLIDATED STATEMENTS OF RETAINED EARNINGS AND ACCUMULATED OTHER
COMPREHENSIVE INCOME
For the 13 and 39-week periods ended November 1, 2008 and September 29,
2007
Unaudited
13-Week Period 39-Week Period
--------------------- ---------------------
2007 2007
(Restated (Restated
(in millions) 2008 - Note 1) 2008 - Note 1)
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Retained earnings
Opening balance $ 1,259.6 $ 828.3 $ 1,077.7 $ 769.3
Adjustment to opening
retained earnings resulting
from adoption of new
accounting standard for
inventories, net of income
taxes of $27.7 (Note 2) - - 57.7 -
Adjustment to opening
retained earnings resulting
from adoption of new
accounting standards for
financial instruments,
net of income taxes of
$1.2 (Note 1) - - - 2.4
Net earnings $ 68.9 104.0 193.1 160.6
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Closing balance $ 1,328.5 $ 932.3 $ 1,328.5 $ 932.3
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Accumulated other
comprehensive income
Opening balance $ 5.0 $ (0.1) $ - $ -
Other comprehensive
income (loss) 61.0 (0.1) 66.0 (0.2)
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Closing balance $ 66.0 $ (0.2) $ 66.0 $ (0.2)
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Retained earnings and
accumulated other
comprehensive income $ 1,394.5 $ 932.1 $ 1,394.5 $ 932.1
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SEARS CANADA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the 13 and 39-week periods ended November 1, 2008 and September 29,
2007
Unaudited 13-Week Period 39-Week Period
--------------------- ---------------------
2007 2007
(Restated (Restated
(in millions) 2008 - Note 1) 2008 - Note 1)
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Cash flow generated from
(used for) operating
activities
Net earnings $ 68.9 $ 104.0 $ 193.1 $ 160.6
Non-cash items included in
net earnings, principally
depreciation, pension
expense, future income
taxes and gain on sale of
real estate and real estate
joint ventures 41.0 (7.3) 51.4 94.7
Changes in non-cash working
capital balances related
to operations (50.4) (17.9) (257.4) (288.4)
Other, principally pension
contributions and changes
to long-term assets and
liabilities (12.3) (11.9) (16.8) (13.6)
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47.2 66.9 (29.7) (46.7)
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Cash flow generated from
(used for) investing
activities
Purchases of capital
assets (22.5) (28.5) (66.7) (48.9)
Proceeds from sale of
capital assets 0.1 88.0 40.2 103.7
Deferred charges (0.2) (0.1) (0.5) (0.1)
Changes in restricted cash
(Note 13) (3.3) (1.2) (0.7) 5.0
Acquisition, net of cash
acquired (Note 3) - - (7.0) -
Purchases of investments - (3.0) - (3.0)
Proceeds on sale of real
estate joint venture, net
of cash sold (Note 5) - - - 5.2
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(25.9) 55.2 (34.7) 61.9
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Cash flow used for
financing activities
Repayment of long-term
obligations (Note 4) (0.8) (0.9) (3.7) (2.1)
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Increase (decrease) in cash
and short-term investments 20.5 121.2 (68.1) 13.1
Cash and short-term
investments at beginning
of period 783.0 614.8 871.6 722.9
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Cash and short-term
investments at end of period $ 803.5 $ 736.0 $ 803.5 $ 736.0
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Cash at end of period $ 90.3 $ 104.0 $ 90.3 $ 104.0
Short-term investments at
end of period 713.2 632.0 713.2 632.0
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Total cash and short-term
investments at end of period $ 803.5 $ 736.0 $ 803.5 $ 736.0
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SEARS CANADA INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 1, 2008
Unaudited
1. BASIS OF PRESENTATION
These unaudited interim consolidated financial statements (the "Financial
Statements") of Sears Canada Inc. (the "Company") have been prepared in
accordance with Canadian generally accepted accounting principles
("GAAP") but do not contain all disclosures required by Canadian GAAP for
annual financial statements. Accordingly, these Financial Statements
should be read in conjunction with the most recently prepared audited
annual consolidated financial statements for the 57-week period ended
February 2, 2008 ("2007 Annual Financial Statements"). These Financial
Statements for the third quarter ended November 1, 2008 follow the same
accounting policies and methods of application as those used in the
preparation of the 2007 Annual Financial Statements, except as described
in Note 2 Accounting Policies and Estimates.
The Company's operations are seasonal in nature. Accordingly, merchandise
and service revenues, as well as performance payments received from
JPMorgan Chase & Co, N.A. (Toronto Branch) ("JPMorgan Chase") under the
long-term credit card marketing and servicing alliance, will vary by
quarter based upon consumer spending behaviour. Historically, the
Company's revenues and earnings are higher in the fourth quarter than in
any of the other three quarters due to the holiday season. The Company is
able to adjust certain variable costs in response to seasonal revenue
patterns; however, costs such as occupancy are fixed, causing the Company
to report a disproportionate level of earnings in the fourth quarter.
This business seasonality results in quarterly performance that is not
necessarily indicative of the year's performance.
In 2007, the Company changed its fiscal year end to the Saturday closest
to January 31. Prior to the change, the Company's fiscal year consisted
of a 52 or 53-week period ending on the Saturday closest to December 31.
The 2008 fiscal year is comprised of 52 weeks, with the first, second,
third and fourth quarters ending on May 3, 2008, August 2, 2008,
November 1, 2008 and January 31, 2009, respectively. The Company's 2007
fiscal year, presented as comparatives herein, was a transition year
comprised of 57 weeks ended February 2, 2008, with the first, second,
third and fourth quarters ended on March 31, 2007, June 30, 2007,
September 29, 2007 and February 2, 2008, respectively ("2007").
Certain comparative figures have been reclassified to conform to the
current period's presentation. Also, as explained in Note 15 Financial
Instruments, certain figures from the prior year have been restated as a
result of the retrospective application of a change in accounting policy,
as required under the Canadian Institute of Chartered Accountants
("CICA") Handbook Section 1506 "Accounting Changes" ("Section 1506"). As
a result of this retrospective restatement, the fiscal 2007 opening
retained earnings adjustment, related to the adoption of CICA Handbook
Section 3855 "Financial Instruments - Recognition and Measurement"
("Section 3855"), reported in Note 1 of the 2007 Annual Financial
Statements, has been restated to reflect a credit of $2.8 million.
Consequently, the restated Section 3855 adjustment to 2007 opening
retained earnings is a total credit of $2.4 million, net of taxes of
$1.2 million. In addition to the adjustment to 2007 opening retained
earnings, the following table summarizes the increase (decrease) to the
2007 comparative figures contained herein as at and for the 13 and 39-
week periods ended September 29, 2007 and the year ended February 2, 2008
from figures previously reported:
As at and As at and As at and
for the for the for the
13-week 39-week 57-week
Period Period Period
Ended Ended Ended
September September February
(increase (decrease) in millions) 29, 2007 29, 2007 2, 2008
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Prepaid expenses and other assets $ (10.3) $ (10.3) $ -
Current portion of future income
tax assets 3.6 3.6 (1.4)
Accrued liabilities - - (0.4)
Income and other taxes payable - - (1.3)
Net earnings (1.2) (9.5) (2.5)
Opening retained earnings (5.5) 2.8 2.8
Closing retained earnings (6.7) (6.7) 0.3
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2. ACCOUNTING POLICIES AND ESTIMATES
New Policies:
These Financial Statements follow the same accounting policies and
methods of application as the 2007 Annual Financial Statements, with the
following exceptions:
Inventories
On February 3, 2008, the Company adopted CICA Handbook Section 3031
"Inventories" ("Section 3031"), which replaced Section 3030
"Inventories". The new standard applies to interim and annual financial
statements relating to fiscal years beginning on or after January 1, 2008
and provides guidance on the determination of cost and requires
inventories to be measured at the lower of cost and net realizable value.
The new standard also requires additional disclosures, including the
accounting policies adopted in measuring inventories, amount of
inventories recognized as an expense during the period, the amount of any
write-downs and reversal of any write-downs during the period and the
carrying amount of inventories pledged as security for liabilities.
According to the new standard, the cost of inventories should be
determined using the first-in, first-out or weighted average cost method.
Techniques for the measurement of the costs of inventories, such as the
retail method or the standard cost method, are permitted if the results
approximate cost. Reversal of previous write-downs to net realizable
value is now required when there is a subsequent increase in the value of
inventories.
For those companies that are required to adopt a new inventory
measurement policy as a result of Section 3031, transitional provisions
in Section 3031 allow companies to either report opening inventory in
accordance with the new standard, with the difference in inventory
measurement treated as a retrospective adjustment to opening retained
earnings without restatement of prior periods, or report opening
inventory in accordance with the new standard and apply the change in
measurement retrospectively with a restatement of prior periods.
The Company has adopted this new standard retrospectively, without
restatement of prior period amounts. The initial impact of measuring
inventories under the new standard is an increase to the carrying amount
of opening inventories as at February 3, 2008 of $85.4 million. Opening
retained earnings has been adjusted by $57.7 million, equal to the change
in opening inventories net of taxes of $27.7 million.
Following adoption of Section 3031, the Company values its inventories at
the lower of cost and net realizable value. Cost is determined using the
weighted average cost method, based on individual items. The cost of
inventories is comprised of the purchase price plus other costs incurred
in bringing the inventories to their present location and condition, such
as freight and is reduced by the value of rebates and allowances received
from vendors. Costs that do not contribute to bringing inventories to
their present location and condition, such as storage and administrative
overheads, are specifically excluded from the cost of inventories and are
expensed in the period incurred.
The amount of inventories recognized as an expense during the 13 and 39-
week periods ended November 1, 2008 totals $718.5 million and
$2,075.0 million, respectively, including $22.9 million and $65.3 million
related to write-downs. A negligible amount of write-downs were reversed
during the 13 and 39-week periods ended November 1, 2008. The entire
carrying amount of inventories has been pledged as security for the
Company's credit facility and outstanding medium-term notes, as described
in Note 6 to the 2007 Annual Financial Statements.
With the exception of $27.1 million of inventories from the Company's
parts and service and home improvement businesses, the Company's entire
inventories balance consists of merchandise finished goods. As a result
of the Company's change in accounting policy for inventories, the
inventories balances on the consolidated statements of financial position
as at November 1, 2008 and September 29, 2007 are not comparable.
Financial Instruments
As explained in Note 15 Financial Instruments, the Company discontinued
the recognition of certain embedded derivatives on February 3, 2008, as a
result of a change in accounting policy made in accordance with Section
1506.
On February 3, 2008, the Company adopted CICA Handbook Section 3862
"Financial Instruments - Disclosures" ("Section 3862") and Section 3863
"Financial Instruments - Presentation" ("Section 3863"). These two new
sections replaced Section 3861 "Financial Instruments - Disclosure and
Presentation" ("Section 3861"). The disclosure requirements in Section
3862 revise and enhance the disclosure requirements of Section 3861,
prior to that section being superseded, with particular focus on
additional disclosure surrounding risk and risk management of financial
instruments. Section 3863 contains the standards for presentation of
financial instruments and non-financial derivatives and is essentially
consistent with the presentation requirements previously found in Section
3861. These two new sections apply to interim and annual financial
statements relating to fiscal years beginning on or after October 1,
2007. All new disclosure required under Section 3862 has been included in
Note 15 Financial Instruments, contained herein. The adoption of Section
3863 has had no significant impact on the Company's Financial Statements.
Capital Disclosures
On February 3, 2008, the Company adopted CICA Handbook Section 1535
"Capital Disclosures" ("Section 1535"). Section 1535 applies to interim
and annual financial statements relating to fiscal years beginning on or
after October 1, 2007. This new guidance establishes standards for
disclosing information about an entity's capital and how it is managed.
This section requires the disclosure of an entity's objectives, policies
and processes for managing capital and information regarding an entity's
compliance or non-compliance with any capital requirements. The new
disclosure required under Section 1535 has been included in Note 14
Capital Disclosures, contained herein. The adoption of Section 1535 has
had no significant impact on the Company's Financial Statements.
Embedded Foreign Currency Derivatives
In January 2008, the CICA issued CICA Emerging Issues Committee ("EIC")
EIC-169 "Embedded Foreign Currency Derivatives" ("EIC-169"). Guidance in
EIC-169 should be applied retrospectively to embedded foreign currency
derivatives in host contracts that are not financial instruments
accounted for in accordance with Section 3855 in financial statements
issued for interim and annual periods ending on or after March 15, 2008.
This new EIC assists in the interpretation of the phrase "routinely
denominated" as used in Section 3855 and also assists in determining what
factors can be used to determine whether a contract for the purchase or
sale of a non-financial item such as a commodity is routinely denominated
in a particular currency in commercial transactions around the world.
This EIC has had no affect on these Financial Statements as the Company
does not have any embedded foreign currency derivatives.
Future Accounting Policies:
Goodwill
In February 2008, the CICA issued CICA Handbook Section 3064 "Goodwill
and Intangible Assets" ("Section 3064"), which is effective for interim
and annual financial statements issued for fiscal years beginning on or
after October 1, 2008. This new standard replaces Section 3062 "Goodwill
and Other Intangible Assets" and Section 3450 "Research and Development
Costs". The primary reason for the issuance of this new standard is to
provide clarity on the recognition and treatment of internally developed
intangibles. Section 3064 reinforces a principle-based approach to the
recognition of cost as assets in accordance with the definition of an
asset and criteria for the recognition of an asset in CICA Handbook
Section 1000 "Financial Statement Concepts". The Company is currently
evaluating the effect this standard will have on financial statements for
future periods.
International Financial Reporting Standards ("IFRS")
The Canadian Accounting Standards Board confirmed, in February 2008, that
it will require all public companies to adopt IFRS for interim and annual
financial statements relating to fiscal years beginning on or after
January 1, 2011. In the year of adoption, companies will be required to
provide comparative information as if IFRS had been used in the preceding
fiscal year. The transition from Canadian GAAP to IFRS will be applicable
to the Company's first quarter of operations for fiscal 2011, at which
time the Company will prepare both its fiscal 2011 and fiscal 2010
comparative financial information using IFRS. The Company expects the
transition to IFRS to impact financial reporting, business processes,
internal controls and information systems. The Company is currently
assessing the impact of the transition to IFRS on these areas and will
continue to invest in training and resources throughout the transition
period to facilitate a timely conversion.
3. ACQUISITION
On February 24, 2008, the Company acquired the assets of Excell Duct
Cleaning Inc. and 1150681 Ontario Inc., two related, privately-held
companies based in Ontario. As a result of this $7.0 million acquisition,
net of cash acquired of Nil, assets with a fair value of $0.4 million and
goodwill in the amount of $6.6 million were recorded on the Company's
statement of financial position during the first quarter of 2008.
4. LONG-TERM OBLIGATIONS
Interest expense on long-term debt for the 13 and 39-week periods ended
November 1, 2008 amounted to $7.2 million (2007: $10.0 million) and
$21.7 million (2007: $30.8 million), respectively. The Company's cash
payments for interest on long-term debt in the 13 and 39-week periods
ended November 1, 2008 totalled $5.2 million (2007: $5.9 million) and
$19.4 million (2007: $26.4 million), respectively. The majority of the
Company's long-term debt consists of secured medium-term notes with fixed
interest rates and payment terms. See the 2007 Annual Financial
Statements for more information.
In the 13 and 39-week periods ended November 1, 2008, the Company
recorded $4.3 million (2007: $6.5 million) and $16.2 million (2007:
$16.4 million), respectively, of interest revenue, net of short-term
interest expense, primarily related to cash and short-term investments.
The Company received cash in the amount of $6.5 million and $18.2 million
in respect of short-term interest revenue, net of short-term interest
expense, during the 13 and 39-week periods ended November 1, 2008,
respectively (2007: $5.5 million and $15.3 million).
During the third quarter of 2007, the Company disposed of its interest in
a real estate joint venture. As part of this transaction, the purchaser
assumed the associated long-term debt in the amount of $14.9 million.
During the first quarter of 2007, the Company disposed of its interest in
a real estate joint venture. As part of this transaction, the purchaser
assumed associated long-term debt totalling $22.5 million.
As at November 1, 2008, there were Nil borrowings from the revolving
$200.0 million credit facility other than letters of credit issued under
the Company's offshore merchandise purchasing program of $100.8 million.
5. UNUSUAL ITEMS
The Company recorded a pre-tax gain of $1.6 million (2007: $77.2 million)
and $38.8 million (2007: $86.4 million) related to unusual items in the
13 and 39-week periods ended November 1, 2008, respectively. The unusual
items are as follows:
13-Week 13-Week 39-Week 39-Week
Period Period Period Period
Ended Ended Ended Ended
November September November September
(in millions) 1, 2008 29, 2007 1, 2008 29, 2007
-------------------------------------------------------------------------
Restructuring activities $ 1.6 $ - $ 1.6 $ -
Sale of real estate - 74.0 37.2 74.0
Sale of real estate
joint venture - 3.2 - 12.5
Sale of corporate airplane - - - 3.5
Settlement of lawsuit - - - (3.6)
-------------------------------------------------------------------------
Total unusual items - gain $ 1.6 $ 77.2 $ 38.8 $ 86.4
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Sale of real estate
In February 2008, the Company completed the sale of property in Calgary,
Alberta where it operated a full-line store, receiving proceeds of
approximately $40.0 million. A pre-tax gain of $37.2 million, net of
transaction costs, was recorded in the first quarter of 2008.
During the third quarter ended September 29, 2007, the Company sold the
property where its Hamilton, Ontario Full-line is located and its head
office property in Toronto, Ontario for the total combined proceeds of
$88.0 million, net of transaction costs, resulting in a pre-tax gain of
$74.0 million. Concurrently, the Company entered into agreements to
leaseback the properties for periods not exceeding thirty-six months. The
leaseback arrangement for Hamilton has ended and the Company expects the
leaseback arrangement for the head office property to end within the next
5 months.
Sale of real estate joint venture
During the third quarter of 2007, the Company sold its interest in a real
estate joint venture for proceeds of Nil, resulting in a pre-tax gain of
$3.2 million. As part of this transaction, the Company disposed of total
assets and liabilities in the amount of $14.8 million and $18.0 million,
respectively, including long-term debt assumed by the purchaser of
$14.9 million.
During the first quarter of 2007, the Company sold its interest in a real
estate joint venture for proceeds of $5.2 million, net of cash sold of
$0.9 million, resulting in a pre-tax gain of $9.3 million. As part of
this transaction, the Company disposed of total assets and liabilities in
the amount of $20.4 million and $23.6 million, respectively, including
long-term debt assumed by the purchaser of $22.5 million.
Sale of corporate airplane
During the second quarter of 2007, the Company recorded pre-tax gain of
$3.5 million on the sale of its corporate airplane.
Settlement of lawsuit
During the second quarter of 2007, the Company expensed $5.0 million to
settle a lawsuit relating to a commercial dispute. Of the total
settlement, a pre-tax expense of $3.6 million is included in unusual
items as $1.4 million was accrued in prior years.
Restructuring activities
During the 13 and 39-week periods ended November 1, 2008, the Company
reversed $1.6 million of severance expense which had been accrued in a
prior year. Pre-tax restructuring charges for the 39-week period ended
September 29, 2007 were Nil. A summary by fiscal year of the changes in
the accrued liability related to restructuring activities in prior
periods ("restructuring accrual") is presented in Note 9 of the 2007
Annual Financial Statements. As at February 2, 2008, the restructuring
accrual had a balance of $1.6 million. As at November 1, 2008, the
restructuring accrual has a balance of Nil.
6. NET EARNINGS PER SHARE
A reconciliation of the number of shares used in the net earnings per
share calculation is as follows:
13-Week 13-Week 39-Week 39-Week
Period Period Period Period
Ended Ended Ended Ended
November September November September
(number of shares) 1, 2008 29, 2007 1, 2008 29, 2007
-------------------------------------------------------------------------
Average number of
shares per basic
net earnings per
share calculation 107,620,995 107,620,995 107,620,995 107,620,995
Effect of dilutive
instruments
outstanding 2,595 27,246 7,628 27,078
-------------------------------------------------------------------------
Average number of
shares per diluted
net earnings per
share calculation 107,623,590 107,648,241 107,628,623 107,648,073
-------------------------------------------------------------------------
For the 13 and 39-week periods ended November 1, 2008, 163,251 options
(2007: 177,431) and 159,291 options (2007: 177,431), respectively, were
excluded from the calculation of diluted net earnings per share as they
were anti-dilutive.
7. SEGMENTED INFORMATION
Segmented Statements of Earnings
-------------------------------------------------------------------------
13-Week 39-Week
Period Period
13-Week Ended 39-Week Ended
Period September Period September
Ended 29, 2007 Ended 29, 2007
November (Restated November (Restated
(in millions) 1, 2008 - Note 1) 1, 2008 - Note 1)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Total revenues
Merchandising $ 1,431.0 $ 1,355.1 $ 4,081.7 $ 3,990.5
Real Estate Joint Ventures 11.2 12.5 35.2 40.1
-------------------------------------------------------------------------
Total revenues $ 1,442.2 $ 1,367.6 $ 4,116.9 $ 4,030.6
-------------------------------------------------------------------------
Earnings before interest,
unusual items and income taxes
Merchandising $ 93.2 $ 69.3 $ 225.7 $ 143.6
Real Estate Joint Ventures 5.0 5.7 15.9 18.2
-------------------------------------------------------------------------
Earnings before interest,
unusual items and income taxes 98.2 75.0 241.6 161.8
Interest expense, net 2.9 3.5 5.5 14.4
Unusual items - gain (1.6) (77.2) (38.8) (86.4)
Income taxes 28.0 44.7 81.8 73.2
-------------------------------------------------------------------------
Net earnings $ 68.9 $ 104.0 $ 193.1 $ 160.6
-------------------------------------------------------------------------
Segmented Statements of Capital Employed(1)
-------------------------------------------------------------------------
As at As at
September February
As at 29 2007 2, 2008
November (Restated (Restated
(in millions) 1, 2008 - Note 1) - Note 1)
-------------------------------------------------------------------------
Merchandising $ 1,673.9 $ 1,348.1 $ 1,366.7
Real Estate Joint Ventures 104.7 102.5 98.8
-------------------------------------------------------------------------
Total $ 1,778.6 $ 1,450.6 $ 1,465.5
-------------------------------------------------------------------------
(1) Capital Employed represents the total of long-term obligations,
including principal payments on long-term obligations due within one
year, and shareholders' equity, which includes capital stock,
retained earnings and accumulated other comprehensive income
("AOCI").
Segmented Statements of Total Assets
-------------------------------------------------------------------------
As at As at
September February
As at 29, 2007 2, 2008
November (Restated (Restated
(in millions) 1, 2008 - Note 1) - Note 1)
-------------------------------------------------------------------------
Merchandising $ 3,290.5 $ 2,930.6 $ 2,893.2
Real Estate Joint Ventures 110.3 114.2 108.5
-------------------------------------------------------------------------
Total $ 3,400.8 $ 3,044.8 $ 3,001.7
-------------------------------------------------------------------------
8. INCOME TAXES
The Company's total net cash payments of income taxes in the 13 and 39-
week periods ended November 1, 2008 were $52.6 million (2007:
$7.0 million) and $186.6 million (2007: $39.8 million), respectively.
In the ordinary course of business, the Company is subject to ongoing
audits by tax authorities. While the Company is of the view that its tax
filing positions are appropriate and supportable, periodically, certain
matters are challenged by tax authorities. As the Company routinely
evaluates and provides for potentially unfavourable outcomes with respect
to any tax audits, the Company believes that the final disposition of tax
audits will not have a material adverse effect on its liquidity,
consolidated financial position or results of operations. If the result
of a tax audit materially differs from the associated provision, the
Company's effective tax rate and its net earnings may be affected
positively or negatively in the period in which the tax audits are
completed.
9. CAPITAL STOCK
As at November 1, 2008, 107,620,995 common shares were issued and
outstanding. Sears Holdings Corporation, the controlling shareholder of
the Company, is the beneficial holder of 77,057,990, or 71.6%, of the
common shares of the Company as at November 1, 2008
As at February 2, 2008, 107,620,995 common shares were issued and
outstanding, and Sears Holdings Corporation was the beneficial holder of
75,572,390, or 70.2% common shares at that date.
10. STOCK-BASED COMPENSATION
Details of the Company's stock-based compensation plans are contained in
Note 8 to the Company's 2007 Annual Financial Statements.
Since the last grant in 2004, the Company discontinued the granting of
options and Special Incentive Shares and Options under the Employees
Stock Plan (the "Plan"). The Plan expired during the first quarter of
2008, however, the expiration of the Plan does not affect the rights of
current option-holders under the Plan. Options expire ten years from the
grant date. As there have been no options granted since February 2004,
options that are currently outstanding will expire before or in February
2014. As at November 1, 2008, there were 210,716 stock options, Nil
Special Incentive Shares and Options and Nil DSUs outstanding under the
Employees Stock Plan.
At the end of each fiscal period, the Company records a liability for
tandem awards equal to the amount by which the market price of its shares
at the end of the period exceeds the exercise price of the vested tandem
awards. Compensation expense is recorded to adjust the liability for
changes in the market price of the Company's shares and for awards
exercised in the period. During the 13 and 39-week periods ended
November 1, 2008, a credit of $0.1 million (2007: an expense of
$0.1 million) and $0.2 million (2007: expense of $0.2 million),
respectively were recorded related to tandem awards.
Cash payments for stock appreciation rights made during the 13 and 39-
week periods ended November 1, 2008 were Nil (2007: less than
$0.1 million) and less than $0.1 million (2007: $0.2 million),
respectively.
11. GUARANTEES
The Company has provided the following significant guarantees to third
parties:
Sub-lease agreements
The Company has entered into a number of agreements to sub-lease premises
to third parties. The Company retains ultimate responsibility to the
landlord for payment of amounts under the lease agreements should the
sub-lessee fail to pay. The total future minimum lease payments under
such agreements are $21.4 million.
Other indemnification agreements
In the ordinary course of business the Company has provided
indemnification commitments to counterparties in transactions such as
leasing transactions, royalty agreements, service arrangements,
investment banking agreements, director and officer indemnification
agreements and indemnification of trustees under indentures for
outstanding public debt. The Company has also provided certain
indemnification agreements in connection with the sale of the Credit and
Financial Services operations in November 2005. The foregoing
indemnification agreements require the Company to compensate the
counterparties for costs incurred as a result of changes in laws and
regulations or as a result of litigation claims or statutory claims or
statutory sanctions that may be suffered by a counterparty as a
consequence of the transaction. The terms of these indemnification
agreements will vary based on the contract and typically do not provide
for any limit on the maximum potential liability. Historically, the
Company has not made any significant payments under such indemnifications
and no amount has been accrued in the Financial Statements with respect
to these indemnification commitments.
12. ASSOCIATE FUTURE BENEFITS
Information about the Company's post-retirement plans is contained in
Note 5 of the Company's 2007 Annual Financial Statements. The net expense
for the plans for the 13 and 39-week periods ended November 1, 2008 was
$7.5 million (2007: $6.7 million) and $19.2 million (2007:
$21.5 million), respectively. The Company contributed a total of
$16.2 million (2007: $16.2 million) and $18.0 million (2007:
$19.6 million), respectively, to its post-retirement plans during the 13
and 39-week periods ended November 1, 2008.
13. COMMITMENTS AND CONTINGENCIES
As discussed in Note 11 of the Company's 2007 Annual Financial
Statements, the Company was named in three class action lawsuits in the
provinces of Quebec, Saskatchewan and Ontario in 2005 arising out of the
Company's pricing of tires. The Company believes these allegations are
without merit. The outcome of these actions is indeterminable, and the
monetary damages, if any, cannot be reliably estimated. Therefore, the
Company has not made a provision for any potential liability.
In addition, the Company is involved in various legal proceedings
incidental to the normal course of business. The Company is of the view
that although the outcome of such litigation cannot be predicted with
certainty, the final disposition is not expected to have a material
adverse effect on the Company's consolidated financial position or
results of operations.
Restricted Cash
Cash is considered to be restricted when it is subject to contingent
rights of a third party customer, vendor, or government agency. As at
November 1, 2008, the Company recorded $5.9 million (2007: $5.1 million)
of restricted cash, under current assets, representing funds held in
trust in accordance with regulatory requirements governing advance ticket
sales related to Sears Travel. As at February 2, 2008, the Company
recorded $5.2 million of restricted cash.
14. CAPITAL DISCLOSURES
The Company's objectives when managing capital are:
- Maintain financial flexibility thus allowing the Company to preserve
its ability to meet financial objectives and continue as a going
concern;
- Provide an appropriate return to shareholders; and
- Maintain a capital structure that allows the Company to obtain
financing should the need arise.
The Company manages and makes adjustments to its capital structure, when
necessary, in light of changes in economic conditions, the objectives of
its shareholders, the cash requirements of the business and the condition
of capital markets. In order to maintain or adjust the capital structure
the Company may pay a dividend or return capital to shareholders,
increase/decrease debt or sell assets.
The Company defines capital as follows:
- Long-term obligations, including the current portion ("Long-term
obligations"); and
- Shareholders' equity.
The following table presents summary quantitative data with respect to
the Company's capital:
-------------------------------------------------------------------------
As at As at
September February
As at 29, 2007 2, 2008
November (Restated (Restated
(in millions) 1, 2008 - Note 1) - Note 1)
-------------------------------------------------------------------------
Long-term obligations $ 368.4 $ 502.8 $ 372.1
Shareholders' equity 1,410.2 947.8 1,093.4
-------------------------------------------------------------------------
$ 1,778.6 $ 1,450.6 $ 1,465.5
-------------------------------------------------------------------------
The Company's $200.0 million revolving credit facility, which will mature
in December 2008, contains financial and non-financial covenants which
can impact the Company's ability to draw funds and determines the cost of
those funds. The Company monitors and manages its capital structure to
ensure it remains in compliance with its Fixed Charge, Debt to EBITDA and
Liquidity ratios on a quarterly basis. As at November 1, 2008, the
Company was in compliance with all applicable covenants under this credit
facility.
The Company's secured $200 million revolving credit facility will expire
in December 2008. Since its inception, the facility has solely supported
the Company's offshore merchandise purchasing program and the Company has
never had to draw upon the facility to fund working capital requirements.
The Company is currently investigating alternative arrangements which
maximize flexibility while minimizing expenses in light of the current
credit environment. The Company does not anticipate any difficulties in
making alternative arrangements.
The Company has a corporate credit rating of BB from Dominion Bond
Ratings Service and Standard and Poor's and a corporate family rating of
Ba1 from Moody's Investors Service, Inc.
15. FINANCIAL INSTRUMENTS
Financial instrument fair values
The following two tables summarize the classification and fair value
("FV" or "fair value") of certain financial instruments as at the end of
the third quarter of 2008 and 2007 and the pre-tax change in fair value
of those instruments during the 13 and 39-week periods ended November 1,
2008 and September 29, 2007, the offset of which is included in either
other comprehensive income ("OCI") or net earnings. The Company
determines the classification of a financial instrument when it is
originally recorded, based on the underlying purpose of the instrument.
13-week 39-week
Period Ended Period Ended
November 1, November 1,
2008 2008
--------------------------------
(in millions) Pre-tax change in FV included in
-------------------------------------------------------------------------
As at As at
Balance November February
Classif- Sheet 1, 2, Net Net
ication Category 2008 2008 OCI earnings OCI earnings
-------------------------------------------------------------------------
Available
for sale
Short-term Cash and
investments short-term
invest-
ments(2) $713.2 $806.9 $ 0.1 $ - $ 0.2 $ -
-------------------------------------------------------------------------
Held for
trading
Cash and Cash and
cash short-term
equivalents investments 90.3 64.7 - - - -
Cash Restricted
cash 5.9 5.2 - - - -
U.S. $
derivative Prepaid
contracts expenses &
other assets
(accrued
liabilities) 94.5 (0.2) (89.9) 3.3 (97.4) 2.7
Fixed price Accrued
energy liabilities - (0.1) - - - (0.1)
contracts
-------------------------------------------------------------------------
$(89.8) $3.3 $(97.2) $2.6
-------------------------------
13-week 39-week
Period Ended Period Ended
September 29, September 29,
2007 2007
--------------------------------
(in millions) Pre-tax change in FV included in
-------------------------------------------------------------------------
As at As at
Balance September December
Classif- Sheet 29, 30, Net Net
ication Category 2007 2006 OCI earnings OCI earnings
-------------------------------------------------------------------------
Available
for sale
Short-term Cash and
investments short-term
invest-
ments(2) $632.0 $627.9 $ 0.1 $ - $ 0.2 $ -
-------------------------------------------------------------------------
Held for
trading
Cash and Cash and
cash short-term
equivalents investments 104.0 95.0 - - - -
Cash Restricted
cash 5.1 10.1 - - - -
U.S. $
derivative Prepaid
contracts expenses &
other assets
(accrued
liabilities) (13.6) 4.2 - 3.0 - 17.8
Fixed price Accrued
energy liabilities (0.4) (0.6) - - - (0.2)
contracts
-------------------------------------------------------------------------
$ 0.1 $ 3.0 $ 0.2 $ 17.6
-------------------------------
(2) Interest revenue related to short-term investments is disclosed in
Note 4 Long-term Obligations.
All other assets that are financial instruments, excluding asset-backed
commercial paper ("ABCP"), as discussed below, have been classified as
"loans and receivables" and all other financial instrument liabilities
have been classified as "other liabilities" and are measured at amortized
cost on the consolidated statements of financial position. The carrying
value of these financial instruments, with the exception of long-term
obligations, approximates fair value. Long-term obligations with a
carrying value of $365.0 million, including the portion due within one
year, but excluding all capital lease obligations, have a fair value at
November 1, 2008 of $372.6 million. The fair value of the Company's
proportionate share of long-term debt of joint ventures, with a carrying
value of $65.0 million at November 1, 2008, was calculated using a
valuation technique based on assumptions that are not supported by
observable market prices or rates. The term and interest rate applicable
to each joint venture's debt together with management's estimate of a
risk-adjusted discount rate were used to determine the fair value of
$68.8 million. The fair value of the Company's medium term notes, with a
carrying value of $300.0 million at November 1, 2008, is $303.8 million
and was determined with reference to observable market prices and rates.
Included in other long-term assets on the consolidated statement of
financial position is an investment in ABCP, with an original cost of
$3.0 million and a fair value as at November 1, 2008 of $2.2 million,
which has been classified as available for sale. The November 1, 2008
fair value has been calculated using a valuation technique based on
assumptions that are not supported by observable market prices or rates.
Information disclosed in the Pan-Canadian Investors Committee for Third-
Party Structured Asset Backed Commercial Paper June 5, 2008 Second
Amended Plan of Compromise and Arrangements, together with management's
estimates based thereon regarding interest rate, risk-adjusted discount
rate and term of the various classes of restructured notes, resulted in a
$0.4 million reduction in the investment's fair value during the 39-week
period ended November 1, 2008. The Company does not intend to dispose of
the investment within the next year.
Financial instrument risk management
The Company's adoption of Section 3862 and Section 3863 on February 3,
2008 has resulted in additional disclosure relating to the Company's
exposure to risks arising from financial instruments. The Company is
exposed to credit, liquidity and market risk as a result of holding
financial instruments. Market risk consists of foreign exchange and
interest rate risk. The nature of the Company's risks and the financial
instruments used to manage its exposures have not changed from those
disclosed in Note 15 of the Company's 2007 Annual Financial Statements,
except as described herein under the heading "Foreign exchange risk".
Credit risk
Credit risk refers to the possibility that the Company can suffer
financial losses due to failure of the Company's counterparties to meet
their payment obligations. Exposure to credit risk exists for derivative
instruments, short-term investments and accounts receivable.
As at November 1, 2008, the Company's only exposure to counterparty risk
as it relates to derivative instruments is represented by the fair value
of the foreign exchange derivative contracts of $94.5 million. These
contracts are placed with approved financial institutions with secure
credit ratings.
Short-term investments of $713.2 million also expose the Company to
credit risk should the borrower default on maturity of the investment.
The Company manages this exposure through policies that require borrowers
to have a minimum credit rating of A and limiting investments with
individual borrowers at maximum levels based on credit rating.
The Company is exposed to minimal credit risk from customers as a result
of ongoing credit evaluations and review of accounts receivable
collectability. As at November 1, 2008, approximately 20% of the
Company's accounts receivable are due from a single customer. The
customer is in good standing and the accounts receivable are secured by
the inventory sold to the customer.
Liquidity risk
Liquidity risk is the risk that the Company may not have cash available
to satisfy financial liabilities as they come due. The Company actively
maintains access to adequate funding sources to ensure it has sufficient
available funds to meet current and foreseeable financial requirements at
a reasonable cost.
The following table summarizes the carrying amount and the contractual
maturities of both the interest and principal portion of significant
financial liabilities as at November 1, 2008:
Contractual Cash Flow Maturities
------------------------------------------------------
(in Carrying Within 1 year to 3 years to Beyond
millions) Amount Total 1 year 3 years 5 years 5 years
-------------------------------------------------------------------------
Accounts
payable $ 816.6 $ 816.6 $ 816.6 $ - $ - $ -
Accrued
liabi-
lities 425.0 425.0 425.0 - - -
Long-term
oblig-
ations 368.4 434.8 42.4 357.7 9.4 25.3
Operating
lease
oblig-
ations(3) - 749.4 110.7 185.5 144.3 308.9
-------------------------------------------------------------------------
$1,610.0 $ 2,425.8 $ 1,394.7 $ 543.2 $ 153.7 $ 334.2
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(3) Operating lease obligations are not reported on the consolidated
statement of financial position.
Management believes that cash on hand, future cash flows generated from
operations and availability of current and future funding will be
adequate to support these financial liabilities. See Note 14 for
information regarding the Company's plans for future funding.
Market risk
Market risk exists as a result of the potential for losses caused by
changes in market factors such as interest rates and foreign currency
exchange rates.
Interest rate risk
There has been no change in the Company's exposure to interest rate risk
from that disclosed in the 2007 Annual Financial Statements.
Foreign exchange risk
There has been no change in the Company's exposure to foreign exchange
risk from that disclosed in the 2007 Annual Financial Statements.
However, as described below, the instruments used to manage foreign
exchange risk have changed since the February 2, 2008 fiscal year end.
Concurrent with the implementation of hedge accounting, the Company
discontinued the recognition of certain embedded derivatives as a result
of a change in accounting policy made in accordance with Section 1506 and
retrospectively restated the 2007 fiscal year results (Note 1 Basis of
Presentation). The Company believes this change in accounting policy
results in more relevant net earnings and OCI, as the change in market
value of the hedged item is now recognized consistent with the change in
market value of the hedging item.
While the notional principal amounts of these outstanding financial
instruments are not recorded on the consolidated statements of financial
position, the fair value of the contracts is included on the consolidated
statements of financial position in one of the following categories,
depending on the derivative's maturity and value: prepaid expenses and
other assets, other long-term assets, accrued liabilities or other long-
term liabilities. Changes in fair value of those contracts designated as
hedges are included in OCI for cash flow hedges to the extent the hedges
continue to be effective. Amounts previously included in OCI are
reclassified to net earnings in the same period in which the hedged item
impacts net earnings.
As at November 1, 2008, there were option contracts outstanding with a
notional value of U.S. $547.4 million and a combined carrying value of
$94.5 million, included in prepaid expenses and other assets. These
option contracts have settlement dates extending to August 2010 and have
been designated for hedge accounting treatment under CICA Handbook
Section 3865 "Hedges". These contracts are intended to reduce the foreign
exchange risk with respect to anticipated purchases of U.S. dollar
denominated goods and services, including goods purchased for resale
("hedged item").
Based on historic movements and volatilities in foreign exchange and
interest rates and management's current assessment of the financial
markets, the Company believes the following variations are reasonably
possible over a 12 month period:
- A foreign exchange rate variation of +10% (appreciation of the
Canadian $) and -10% (depreciation of the Canadian $) against the
U.S. $ from a period end rate of 0.8302 U.S. $ to Canadian $.
- A variation of +1%/-1% in the interest rates applicable to the
Company's cash and short-term investments.
If the above estimated variations were to occur, the annualized impact on
consolidated net earnings would be as follows:
Cash and short-term investments totalling $803.5 million earn interest
income and are therefore sensitive to changes in interest rates. Movement
in interest rates of +/-1% would cause a variance in net earnings in the
amount of $5.5 million.
Cash and short-term investments, accounts receivable and accounts payable
include U.S. $ denominated balances which net to an insignificant
balance, therefore, any changes in the U.S./Canadian dollar exchange
rates would have an immaterial impact on net earnings.
Financial instrument policies
The following policies were adopted on December 31, 2006:
Transaction costs - The Company has a policy of recognizing all
transaction costs related to financial assets and liabilities as a
reduction to net earnings in the period in which the costs were
incurred.
Hedge accounting - The Company formally identifies, designates and
documents all relationships between hedging instruments and hedged
items, as well as its risk assessment objective and strategy for
undertaking various hedge transactions. The Company assesses, both at
the hedge's inception and on an ongoing basis, whether the
derivatives that are used in hedging transactions are highly
effective in offsetting changes in fair values or cash flows of
hedged items. When such derivative instruments cease to exist or be
effective as hedges, or when designation of a hedging relationship is
terminated, any associated deferred gains or losses are recognized in
net earnings in the same period as the corresponding gains or losses
associated with the hedged item. When a hedged item ceases to exist,
any associated deferred gains or losses are recognized in net
earnings in the period the hedged item ceases to exist. Changes in
the fair value of the Company's derivatives are non-cash transactions
and are therefore not recognized in the consolidated statement of
cash flows.
For further information: Contact for Media: Vincent Power, Sears Canada,
Corporate Communications, (416) 941-4422, vpower@sears.ca
