Alimentation Couche-Tard announces its results for its first quarter of fiscal year 2016

  • Net earnings of $304.0 million ($0.53 per share on a diluted basis) for the first quarter of fiscal 2016. Excluding non-recurring items for both comparable periods, net earnings for the quarter would have been approximately $299.0 million (unchanged at $0.53 per share on a diluted basis) compared with $276.0 million ($0.48 per share on a diluted basis) for the first quarter of fiscal 2015, an increase of 8.3%.
  • Same-store merchandise revenues up 5.1% in the U.S., 1.3% in Europe and 2.3% in Canada.
  • The merchandise and service gross margin increased by 0.4% in the U.S. and by 0.2% in Europe but decreased slightly in Canada by 0.1%.
  • Same-store road transportation fuel volumes grew by 9.4% in the U.S., 2.7% in Europe and 1.4% in Canada.
  • Road transportation fuel gross margin at US 18.34¢ per gallon in the U.S., at US 9.60¢ per liter in Europe and at CA 6.36¢ per liter in Canada. In local currency, the margin in Europe was higher than the comparable quarter of fiscal 2015.
  • On June 2, 2015, issuance of Canadian dollar denominated senior unsecured notes totalling CA$700.0 million.
  • On August 1st, 2015, subsequent to the end of the first quarter of fiscal 2016, the Corporation reached an agreement for the disposal of its lubricants business.

LAVAL, QC, Sept. 1, 2015 /CNW Telbec/ - For its first quarter ended July 19, 2015, Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B) announces net earnings of $304.0 million or $0.53 per share on a diluted basis. The results for the first quarter of fiscal 2016 were affected by a net foreign exchange gain of $6.8 million while results from the first quarter of fiscal 2015 included a net foreign exchange loss of $8.7 million as well as a negative goodwill of $0.5 million. Excluding these items as well as acquisition costs from both comparable quarters' results, diluted net earnings per share remain unchanged at $0.53 for the first quarter of fiscal 2016. This is an increase of 10.4% compared with adjusted diluted net earnings per share of $0.48 for the first quarter of fiscal 2015. This increase is attributable to the contribution from acquisitions, to continued organic growth as well as to rigorous cost control. These items were offset in part by lower fuel gross margins and by the negative impact of the strengthening of the US dollar against the Corporation's other functional currencies. All financial information is in US dollars unless stated otherwise.

"The integration of The Pantry stores is well underway with a lot of activity on all fronts. We are already seeing solid results and I am excited to see how this network will perform with the implementation of key programs and harmonization of the brands" says Brian Hannasch, President and Chief Executive Officer. "Building on the momentum of the last few quarters, we recorded strong organic growth in all our markets, both in terms of merchandise and service and in road transportation fuel. We believe our results compare very favorably to the results of our competition in the majority of our markets. We achieved these results through the continued improvements we made to our network and our product offer, our excellent retail execution and growing recognition, by consumers, of our private label products. Those products include our European fuel brands milesTM and milesPlusTM which continue to contribute to growing fuel volumes and gaining market share while maintaining healthy margins. Our efforts towards the sharing of best practices are ongoing and we hope to be able to present great results in the coming quarters, as we continue to implement available synergies," concludes Mr. Hannasch.

Raymond Paré, Vice President and Chief Financial Officer, says: "Our financial performance for the first quarter once again proves the effectiveness of our business model. Despite a lower U.S. fuel margin than that of the comparable quarter of the previous fiscal year, we delivered a solid increase in net earnings through strong organic growth and well-integrated acquisitions. We were able to maintain tight cost control while establishing two new business units in the United States and deploying considerable efforts towards the integration of The Pantry stores. Our indebtedness ratios remain solid compared with the industry, even after the acquisition of The Pantry. In July, Standard and Poor's recognized the strength of our credit profile by attributing a positive outlook to our BBB rating. We have a very strong balance sheet supported by great real estate assets and solid sustainable cash flow. Our long term debt is well spread over the next ten years at attractive interest rates, giving us the flexibility to be well positioned for any attractive opportunity. We are still excited by the opportunities for organic growth, including our growing food service offering, the implementation of synergies and great top line momentum - as well as any potential acquisitions."

Overview of the First Quarter of Fiscal 2016

Net earnings amounted to $304.0 million for the first quarter of fiscal 2016, up 12.8% over the corresponding period of fiscal 2015. Results for the first quarter of fiscal 2016 include a net foreign exchange gain of $6.8 million while results for the first quarter of fiscal 2015 included a net foreign exchange loss of $8.7 million as well as a negative goodwill of $0.5 million.

Excluding these items as well as acquisition costs from both periods, net earnings for the first quarter of fiscal 2016 would have been approximately $299.0 million ($0.53 per share on a diluted basis) compared to $276.0 million ($0.48 per share on a diluted basis) for the first quarter of fiscal 2015, an increase of $23.0 million, or 8.3%. This increase is attributable to the contribution from The Pantry store network, to strong organic growth from merchandises and services and transportation fuel as well as to rigorous cost control. These items, which contributed to the growth in net earnings, were partially offset by lower fuel margins and by the negative net impact from the translation of revenues and expenses from our Canadian and European operations into US dollars.

The Pantry Inc. ("The Pantry")

Our results for the 12-week period ended July 19, 2015 include those of The Pantry for the entire period. Our consolidated balance sheet as of July 19, 2015 includes The Pantry's balance sheet at that date. As the acquisition closed shortly before the end of fiscal 2015 and, given the size of the transaction, we have not yet completed our fair value assessment of the assets acquired, the liabilities assumed and the goodwill for the transaction. Consequently, the difference between the purchase price and the net book value related to the acquisition was included in goodwill in the preliminary purchase price allocation and the fair values of assets acquired and liabilities assumed will be adjusted before the end of fiscal year 2016. These adjustments may result in an increase of the depreciation expense.

Synergies and cost reduction initiatives

We are actively working on realizing identified synergies and cost reduction opportunities in connection with The Pantry acquisition. We expect to achieve a minimum of $85.0 million1 before income taxes in cost reductions over the 24-month period following the acquisition, in addition to growing in-store sales and fuel volumes in this geographic area through the improvement of our operations; sharing our business awareness and each company's best practices; and better supply conditions.

Since the acquisition, we have already taken actions that should allow us to record annual cost reductions we estimate at approximately $50.0 million before income taxes. During the 12-week period ended July 19, 2015, we recorded cost reductions estimated at approximately $9.0 million, before income taxes. We believe this amount does not represent the full annual impact of all of our initiatives. These cost reductions mainly reduced operating, selling, administrative and general expenses.

Furthermore, we have taken actions that should allow us to reduce our cost of goods sold by approximately $17.0 million, before income taxes, on an annual basis. These reductions mainly result from the negotiation of better supply conditions and economies of scale. We estimate the realized savings for the 12-week period ended July 19, 2015 at approximately $3.0 million before income taxes.

_______________________________________

1

As our previously stated goal is considered a forward looking statement, we are required, pursuant to securities laws, to clarify that our synergies and cost reductions estimate is based on a number of important factors and assumptions. Among other things, our synergies and cost savings objective is based on our comparative analysis of organizational structures and current level of spending across our network as well as on our ability to bridge the gap, where relevant. Our synergies and cost reduction objective is also based on our assessment of current contracts in North America and how we expect to be able to renegotiate these contracts to take advantage of our increased purchasing power. In addition, our synergies and cost reduction objective assumes that we will be able to establish and maintain an effective process for sharing best practices across our network. Finally, our objective is also based on our ability to integrate The Pantry's system with ours. An important change in these facts and assumptions could significantly impact our synergies and cost reductions estimate as well as the timing of the implementation of our different initiatives.

Statoil Fuel & Retail - Synergies and cost reduction initiatives

Since the acquisition of Statoil Fuel & Retail, we have been actively working on identifying and implementing available synergies and cost reduction opportunities.

During the first quarter of fiscal 2016, we recorded incremental synergies and cost savings that we estimated at approximately $5.0 million, before income taxes. These synergies and cost reductions mainly impacted operating, selling, administrative and general expenses as well as cost of sales. Since the acquisition, we estimate that total realized annual synergies and cost savings amount to approximately $165.0 million before income taxes, which allows us to exceed the lower range of synergies and cost reduction objectives that we had set following the acquisition. Using the foreign exchange rate prevailing at the date of the acquisition, total realized annual synergies and cost savings amount is estimated to approximately $172.0 million before income taxes. We believe these amounts do not necessarily represent the full annual impact of all of our initiatives.

These synergies and cost reductions came from a variety of sources including cost reductions following the delisting of Statoil Fuel & Retail, the renegotiation of certain agreements with our suppliers, the reduction of in-store costs and the restructuring of certain departments.

Our work around the identification and implementation of available synergies and cost reduction opportunities is not over. Our analysis show that several promising opportunities still exist. Our teams continue to work actively on various projects which, along with the implementation and optimization of new information systems, should allow us to achieve our goal of annual synergies of up to $200.0 million before the end of December 20152.

_______________________________________

2

As our previously stated goal is considered a forward looking statement, we are required, pursuant to securities laws, to clarify that our synergies and cost reductions estimate is based on a number of important factors and assumptions. Among other things, our synergies and cost savings objective is based on our comparative analysis of organizational structures and current level of spending across our network as well as on our ability to bridge the gap, where relevant. Our synergies and cost reduction objective is also based on our assessment of current contracts in Europe and North America and how we expect to be able to renegotiate these contracts to take advantage of our increased purchasing power. In addition, our synergies and cost reduction objective assumes that we will be able to establish and maintain an effective process for sharing best practices across our network. Finally, our objective is also based on our ability to optimize our newly implemented ERP system in Europe. An important change in these facts and assumptions could significantly impact our synergies and cost reductions estimate as well as the timing of the implementation of our different initiatives.

Network growth

Completed transactions

On June 2, 2015, we acquired from Cinco J, Inc., Tiger Tote Food Stores, Inc. and their affiliates, 21 company-operated stores in the US States of Texas, Mississippi and Louisiana. We own the land and buildings for 18 sites and lease the land and own the buildings for the remaining three sites. As part of this agreement we also acquired 141 dealer fuel supply agreements, five development properties as well as customer relations for 124 dealer sites.

In addition, during the first quarter of fiscal 2016, we acquired five additional company-operated stores through distinct transactions.

Available cash was used for these acquisitions.

Store construction

We completed the construction, relocation or reconstruction of 17 stores during the first quarter of fiscal 2016.

Consequently, in the first quarter of fiscal 2016, we were able to add to or improve a total of 22 stores through the construction of new stores, the relocation or reconstruction of existing stores and the acquisition of single stores.

Furthermore, as of July 19, 2015, 31 stores were under construction and should open in the upcoming quarters.

Summary of changes in our stores network during the first quarter of fiscal 2016

The following table presents certain information regarding changes in our stores network over the 12-week period ended July 19, 2015 (1):


12-week period ended July 19, 2015

Type of site

Company-
operated (2)


CODO (3)


DODO (4)


Franchised and
other affiliated (5)


Total

Number of sites, beginning of period

7,787


559


600


1,132


10,078


Acquisitions

26


-


141


-


167


Openings / constructions / additions

13


2


15


16


46


Closures / disposals / withdrawals

(32)


(5)


(12)


(26)


(75)


Store conversion

-


(1)


1


-


-

Number of sites, end of period

7,794


555


745


1,122


10,216

Number of automated service stations included in the period end figures (6)

907


-


26


-


933

(1)

These figures include 50% of the stores operated through RDK, a joint venture.

(2)

Sites for which the real estate is controlled by Couche‑Tard (through ownership or lease agreements) and for which the stores (and/or the service-stations) are operated by Couche‑Tard or one of its commission agent.

(3)

Sites for which the real estate is controlled by Couche‑Tard (through ownership or lease agreements) and for which the stores (and/or the service-stations) are operated by an independent operator in exchange for rent and to which Couche‑Tard supplies road transportation fuel through supply contracts. Some of these sites are subject to a franchise agreement, licensing or other similar agreement under one of our main or secondary banners.

(4)

Sites controlled and operated by independent operators to which Couche‑Tard supplies road transportation fuel through supply contracts. Some of these sites are subject to a franchise agreement, licensing or other similar agreement under one of our main or secondary banners.

(5)

Stores operated by an independent operator through a franchising, licensing or another similar agreement under one of our main or secondary banners.

(6)

These sites sell road transportation fuel only.

In addition, about 4,700 stores are operated by independent operators under the Circle K banner in 12 other countries or regions worldwide (China, Guam, Honduras, Hong Kong, Indonesia, Japan, Macau, Malaysia, Mexico, the Philippines, Vietnam and the United Arab Emirates) which brings to more than 14,900 the number of sites in our network.

Issuance of Canadian dollar denominated senior unsecured notes

On June 2, 2015, we issued Canadian dollar denominated senior unsecured notes totaling CA$700.0 million with a coupon rate of 3.6% and maturing on June 2, 2025. Interest is payable semi-annually on June 2nd and December 2nd of each year. The net proceeds from the issuance were mainly used to repay a portion of our term revolving unsecured operating credit facility.

Cross-currency interest rate swaps

Between June 12, 2015 and June 19, 2015, in connection with the issuance of Canadian dollar denominated notes detailed above, we entered into cross-currency interest rate swap agreements for a total notional amount of CA$700.0 million, allowing us to synthetically convert a portion of our Canadian dollar denominated debt into US dollars.

Receive – Notional

Receive – Rate

Pay – Notional

Pay – Rate

Maturity

CA$175.0

3.6%

US$142.2

3.8099%

June 2, 2025

CA$175.0

3.6%

US$142.7

3.8650%

June 2, 2025

CA$100.0

3.6%

US$81.2

3.8540%

June 2, 2025

CA$100.0

3.6%

US$81.2

3.8700%

June 2, 2025

CA$100.0

3.6%

US$81.2

3.8570%

June 2, 2025

CA$50.0

3.6%

US$41.3

3.8230%

June 2, 2025

Dividends

During its September 1st, 2015 meeting, the Board of Directors declared a quarterly dividend of CA5.5¢ per share for the first quarter of fiscal 2016 to shareholders on record as at September 11, 2015 and approved its payment for September 25, 2015. This is an eligible dividend within the meaning of the Income Tax Act of Canada.

Credit rating

On July 24, 2015, Standard & Poor's Ratings Services, a credit rating agency, released a communication to change our outlook from stable to positive.

Outstanding shares and stock options

As at August 28, 2015, Couche-Tard had 148,101,840 Class A multiple voting shares and 419,312,389 Class B subordinate voting shares issued and outstanding. In addition, as at the same date, Couche-Tard had 2,638,512 outstanding stock options for the purchase of Class B subordinate voting shares.

Disposal of the lubricants business

On August 1st, 2015, subsequent to the end of the first quarter of fiscal 2016, we reached an agreement to sell our lubricants business to Fuchs Petrolub SE. The sale would be done through a share purchase agreement pursuant to which Fuchs Petrolub SE would acquire 100% of all issued and outstanding shares of Statoil Fuel & Retail Lubricant Sweden AB. This transaction, which is subject to standard regulatory approvals and closing conditions, is expected to be completed by the end of 2015. As the decision to sell the lubricants business had already been taken and the criteria for classification as assets held for sale had been met as at the end of the first quarter of 2016, the assets and liabilities of the lubricants business were classified separately as assets held-for-sale and liabilities associated with assets held-for-sale on our balance sheet as at July 19, 2015.

Repurchase of non-controlling interest

On July 24, 2015, subsequent to the end of the first quarter of fiscal 2016, we exercised our option to repurchase the non-controlling interest in Circle K Asia s.à.r.l. ("Circle K Asia") for a cash consideration of $11.8 million. We now hold 100% of Circle K Asia's shares. We do not expect this transaction to have a significant impact on our financial statements.

Agreement for Circle K branded stores in Mexico

On July 30, 2015, subsequent to the end of the first quarter of fiscal 2016, we signed an agreement with Comercializadora Circulo CCK, S.A. DE C.V. to rebrand over 700 of their already existing Extra convenience stores located throughout Mexico to Circle K brand by August 2017. Under this agreement, the number of Circle K stores in Mexico will increase to 1,100 by August 2017 and to a minimum of 2,400 by 2030.

Exchange Rate Data

We use the US dollar as our reporting currency which provides more relevant information given the predominance of our operations in the United States and the significant portion of our debt denominated in US dollars, taking into account our cross currency interest rate swaps.

The following table sets forth information about exchange rates based upon closing rates expressed as US dollars per comparative currency unit:




12-week periods ended


July 19, 2015

July 20, 2014

Average for period




Canadian Dollar (1)

0.8092

0.9236


Norwegian Krone (2)

0.1284

0.1656


Swedish Krone (2)

0.1198

0.1499


Danish Krone (2)

0.1494

0.1829


Zloty (2)

0.2696

0.3285


Euro (2)

1.1150

1.3647


Litas (2)

-

0.3955


Ruble (2)

0.0187

0.0289









As at July 19, 2015

As at April 26, 2015

Period end




Canadian Dollar

0.7700

0.8217


Norwegian Krone

0.1221

0.1286


Swedish Krone

0.1157

0.1159


Danish Krone

0.1454

0.1457


Zloty

0.2640

0.2697


Euro

1.0848

1.0875


Ruble

0.0176

0.0196





(1)

Calculated by taking the average of the closing exchange rates of each day in the applicable period.

(2)

Average rate for the period from May 1st, 2015 to July 19, 2015 for the 12-week period ended July 19, 2015 and from May 1st, 2014 to July 20, 2014 for the 12-week period ended July 20, 2014. Calculated using the average exchange rate at the close of each day for the stated period.

Considering we use the US dollar as our reporting currency, in our consolidated financial statements and in the present document, unless indicated otherwise, results from our Canadian, European and corporate operations are translated into US dollars using the average rate for the period. Unless otherwise indicated, variances and explanations regarding changes in the foreign exchange rate and the volatility of the Canadian dollar and European currencies which we discuss in the present document are therefore related to the translation into US dollars of our Canadian, European and corporate operations' results.

Summary analysis of consolidated results for the first quarter of fiscal 2016

The following table highlights certain information regarding our operations for the 12-week periods ended July 19, 2015 and July 20, 2014.

(In millions of US dollars, unless otherwise stated)

12-week period ended

July 19, 2015


12-week period ended

July 20, 2014


Variation %

Statement of Operations Data:






Merchandise and service revenues (1):







United States

1,760.4


1,198.0


46.9


Europe

206.0


258.7


(20.4)


Canada

471.0


528.3


(10.8)


Total merchandise and service revenues

2,437.4


1,985.0


22.8

Road transportation fuel revenues:







United States

4,437.7


3,915.5


13.3


Europe

1,374.9


1,972.8


(30.3)


Canada

561.7


724.1


(22.4)


Total road transportation fuel revenues

6,374.3


6,612.4


(3.6)

Other revenues (2):







United States

3.7


3.5


5.7


Europe

164.1


589.3


(72.2)


Canada

0.1


0.1


-


Total other revenues

167.9


592.9


(71.7)

Total revenues

8,979.6


9,190.3


(2.3)

Merchandise and service gross profit (1):







United States

583.4


392.2


48.8


Europe

86.2


107.5


(19.8)


Canada

156.3


176.0


(11.2)


Total merchandise and service gross profit

825.9


675.7


22.2

Road transportation fuel gross profit:







United States

317.4


249.2


27.4


Europe

185.8


224.6


(17.3)


Canada

37.2


41.7


(10.8)


Total road transportation fuel gross profit

540.4


515.5


4.8

Other revenues gross profit (2):







United States

3.7


3.5


5.7


Europe

49.2


84.9


(42.0)


Canada

0.1


0.1


-


Total other revenues gross profit

53.0


88.5


(40.1)

Total gross profit

1,419.3


1,279.7


10.9

Operating, selling, administrative and general expenses

879.2


788.2


11.5

Negative goodwill

-


(0.5)


(100.0)

Depreciation, amortization and impairment of property and equipment and other assets

132.0


126.7


4.2

Operating income

408.1


365.3


11.7

Net earnings

304.0


269.5


12.8

Other Operating Data:






Merchandise and service gross margin (1):







Consolidated

33.9%


34.0%


(0.1)


United States

33.1%


32.7%


0.4


Europe

41.8%


41.6%


0.2


Canada

33.2%


33.3%


(0.1)

Growth of same-store merchandise revenues (3) (4):







United States

5.1%


2.8%




Europe

1.3%


1.2%




Canada

2.3%


3.3%



Road transportation fuel gross margin :







United States (cents per gallon) (4)

18.34


23.08


(20.5)


Europe (cents per litre) (5)

9.60


11.67


(17.7)


Canada (CA cents per litre) (4)

6.36


6.44


(1.2)

Volume of road transportation fuel sold (5):







United States (millions of gallons)

1,681.5


1,103.5


52.4


Europe (millions of litres)

1,934.7


1,924.2


0.5


Canada (millions of litres)

728.9


707.8


3.0

Growth of same-store road transportation fuel volume (4):







United States

9.4%


1.8%




Europe

2.7%


1.7%




Canada

1.4%


0.3%



Per Share Data:







Basic net earnings per share (dollars per share)

0.54


0.48


12.5


Diluted net earnings per share (dollars per share)

0.53


0.47


12.8








July 19, 2015


April 26, 2015


Variation $

Balance Sheet Data:







Total assets

11,157.7


10,837.8


319.9


Interest-bearing debt

2,972.2


3,074.6


(102.4)


Shareholders' equity

4,191.9


3,892.6


299.3

Indebtedness Ratios:







Net interest-bearing debt/total capitalization (6)

0.34 : 1


0.39 : 1




Net interest-bearing debt/Adjusted EBITDA (7) (11)

1.04 : 1 


1.18 : 1 




Adjusted net interest bearing debt/Adjusted EBITDAR (8) (11)

2.20 : 1


2.17 : 1



Returns:







Return on equity (9) (11)

23.8%


24.9%




Return on capital employed (10) (11)

15.9%


16.2%



(1)

Includes revenues derived from franchise fees, royalties, suppliers rebates on some purchases made by franchisees and licensees as well as wholesale merchandise.

(2)

Includes revenues from rental of assets, from sale of aviation and marine fuel, heating oil, kerosene, lubricants and chemicals. Aviation operations were sold in December 2014.

(3)

Does not include services and other revenues (as described in footnote 1 above). Growth in Canada is calculated based on Canadian dollars. Growth in Europe is calculated based on Norwegian Krones. Includes results from The Pantry stores for the 12-week period ended July 19, 2015.

(4)

For company-operated stores only. Includes results from The Pantry stores for the 12-week period ended July 19, 2015.

(5)

Total road transportation fuel.

(6)

This ratio is presented for information purposes only and represents a measure of financial condition used especially in financial circles. It represents the following calculation: long-term interest-bearing debt, net of cash and cash equivalents and temporary investments divided by the addition of shareholders' equity and long-term debt, net of cash and cash equivalents and temporary investments. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other public corporations.

(7)

This ratio is presented for information purposes only and represents a measure of financial condition used especially in financial circles. It represents the following calculation: long-term interest-bearing debt, net of cash and cash equivalents and temporary investments divided by EBITDA (Earnings Before Interest, Tax, Depreciation, Amortization and Impairment) adjusted for restructuring expenses, loss on aviation business disposal, curtailment gain on certain defined benefits pension plans obligation and negative goodwill. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other public corporations.

(8)

This ratio is presented for information purposes only and represents a measure of financial condition used especially in financial circles. It represents the following calculation: long-term interest-bearing debt plus the product of eight times rent expense, net of cash and cash equivalents and temporary investments divided by EBITDAR (Earnings Before Interest, Tax, Depreciation, Amortization, Impairment and Rent expense) adjusted for restructuring costs, loss on aviation fuel business disposal, curtailment gain on certain defined benefits pension plans obligation as of April 26, 2015 as well as negative goodwill for both periods. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other public corporations.

(9)

This ratio is presented for information purposes only and represents a measure of performance used especially in financial circles. It represents the following calculation: net earnings divided by average equity for the corresponding period. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other public corporations.

(10)

This ratio is presented for information purposes only and represents a measure of performance used especially in financial circles. It represents the following calculation: earnings before income taxes and interests divided by average capital employed for the corresponding period. Capital employed represents total assets less short-term liabilities not bearing interests. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other public corporations.

(11)

This ratio is presented on a pro forma basis. As of July 19, 2015, it includes Couche‑Tard's and The Pantry's results for the 52‑week period ended July 19, 2015. As of  April  26,  2015, it includes Couche‑Tard's results for fiscal year ended April 26, 2015 as well as The Pantry's results for the 52‑week period ended April 26, 2015. The Pantry's earnings and balance sheet figures have been adjusted to make their presentation in line with Couche‑Tard's policies. Given the size and the timing of the transaction, we have not completed the fair value assessment of the assets acquired, the liabilities assumed and the goodwill for this transaction. Consequently, the pro forma ratio has not been adjusted for fair value adjustments.

Revenues

Our revenues were $9.0 billion in the first quarter of fiscal 2016, down by $210.7 million, a decrease of 2.3% compared with the corresponding quarter of fiscal 2015, mainly attributable to lower road transportation fuel average retail prices, to the negative net impact from the translation of revenues of our Canadian and European operations into US dollars and to the sale of our aviation fuel business during the third quarter of fiscal 2015. These items contributing to the reduction in revenues were partly offset by the outstanding contribution from acquisitions and by the continued growth in same-store merchandise revenues and road transportation fuel volume in both North America and Europe.

More specifically, the growth of merchandise and service revenues for the first quarter of fiscal 2016 was $452.4 million. Excluding the negative net impact from the translation of our European and Canadian operations into US dollars, consolidated merchandise and service revenues increased by $569.4 million or 28.7%. This increase is attributable to the contribution from acquisitions amounting to approximately $494.0 million as well as to strong organic growth. Same-store merchandise revenues increased by 5.1% in the United States taking into consideration The Pantry stores, by 2.3% in Canada and by 1.3% in Europe. Overall, our performance is attributable to our dynamic merchandising strategies and our competitive offer as well as to our expanded fresh food offer which is attracting more customers into our stores.

Road transportation fuel revenues decreased by $238.1 million in the first quarter of fiscal 2016. Excluding the negative net impact from the translation of revenues of our Canadian and European operations into US dollars, road transportation fuel revenues increased by $254.9 million or 3.9%. This increase was attributable to the contribution from acquisitions amounting to approximately $1.2 billion and to the contribution of our recently opened stores as well as to organic growth. Same-store road transportation fuel volume increased by 9.4% in the United States taking into consideration The Pantry stores, by 2.7% in Europe and by 1.4% in Canada due to amongst other things, our micro-market strategy as well as the contribution of "milesTM" and "milesPLUSTM" in Europe. The items contributing to the overall growth in road transportation fuel revenues were almost entirely offset by lower road transportation fuel average selling prices, which had a negative impact of approximately $1.3 billion. It should be noted that the impact from the decrease in road transportation fuel average selling prices on our sales doesn't have a significant impact on our gross margin. In fact, this situation is mainly positive because it leaves our customers with more cash available for their discretionary expenses.

The following table shows the average retail price of road transportation fuel in our various markets, starting with the second quarter of the fiscal year ended April 27, 2014:

Quarter

2nd

3rd

4th

1st

Weighted
average

52-week period ended July 19, 2015







United States (US dollars per gallon)

3.36

2.54

2.34

2.64

2.68


Europe (US cents per litre)

95.18

73.99

66.51

72.16

76.80


Canada (CA cents per litre)

117.00

96.27

93.63

103.17

102.24

52-week period ended July 20, 2014







United States (US dollars per gallon)

3.45

3.24

3.47

3.59

3.43


Europe (US cents per litre)

103.25

107.49

104.11

101.53

106.46


Canada (CA cents per litre)

117.05

113.11

118.74

121.64

117.34

Other revenues decreased by $425.0 million in the first quarter of fiscal 2016, of which approximately $304.0 million is attributable to the disposal of our aviation fuel business, while the negative net impact from the translation of the revenues of our European operations into US dollars explains a large part of the remaining decrease.

Gross profit

In the first quarter of fiscal 2016, the consolidated merchandise and service gross profit was $825.9 million, an increase of $150.2 million compared with the corresponding quarter of fiscal 2015. Excluding the net negative impact from the translation of our European and Canadian operations into US dollars, consolidated merchandise and service gross profit increased by $194.2 million or 28.7%. This increase is attributable to the contribution from acquisitions which amounted to approximately $169.0 million, as well as to organic growth. In the United States, the gross margin was up 0.4%, from 32.7% to 33.1%. Gross margin in Europe was up 0.2% from 41.6% to 41.8%, while in Canada, it decreased by 0.1% to 33.2%. Overall, this performance reflects a significant increase of merchandise and service revenues in the United States, changes in the product mix, the improvements we brought to our supply terms as well as our merchandising strategy in line with market competitiveness and the economic conditions within each market.

In the first quarter of fiscal 2016, the road transportation fuel gross margin for our company-operated stores was 18.34 ¢ per gallon in the United States, CA6.36 ¢ per litre in Canada and 9.60 ¢ per litre in Europe. The decrease in Europe is entirely attributable to the impact of the translation of our European results into US dollars. In local currencies, the margin in Europe was higher than it was in the first quarter of fiscal 2015. The road transportation fuel gross margin of our company-operated stores in the United States as well as the impact of expenses related to electronic payment modes for the last eight quarters, starting with the second quarter of fiscal year ended April 27, 2014, were as follows:

(US cents per gallon)






Quarter

2nd

3rd

4th

1st 

Weighted
average

52-week period ended July 19, 2015







Before deduction of expenses related to electronic payment modes

24.17

24.93

15.46

18.34

20.46


Expenses related to electronic payment modes

5.03

4.33

4.12

4.37

4.43


After deduction of expenses related to electronic payment modes

19.14

20.60

11.34

13.97

16.04

52-week period ended July 20, 2014







Before deduction of expenses related to electronic payment modes

21.56

17.02

14.85

23.08

18.99


Expenses related to electronic payment modes

5.04

4.79

4.98

5.27

5.00


After deduction of expenses related to electronic payment modes

16.52

12.23

9.87

17.81

13.99

As demonstrated by the table above, road transportation fuel margins in the United States are volatile from one quarter to another. Expenses related to electronic payment modes and associated volatility are not as significant in Europe and Canada.

Operating, selling, administrative and general expenses

For the first quarter of fiscal 2016, operating, selling, administrative and general expenses increased by 11.5% compared with the first quarter of fiscal 2015 but increased by only 0.7% if we exclude certain items, as demonstrated by the following table:


12-week period ended
July 19, 2015

Total variance as reported

11.5%

Subtract:



Increase from incremental expenses related to acquisitions

22.3%


Decrease from the net impact of foreign exchange translation

(8.5%)


Decrease from divestment of the aviation fuel business

(2.2%)


Decrease from lower electronic payment fees, excluding acquisitions

(0.9%)


Acquisition costs recognized to earnings of fiscal 2016

0.1%

Remaining variance

0.7%

The remaining variance is mainly due to normal inflation as well as to the higher expenses needed to support our strong organic growth. We continue to favor tight control of our costs throughout the organization, while ensuring we maintain the quality of service we offer our customers.

Earnings before interests, taxes, depreciation, amortization and impairment (EBITDA) and adjusted EBITDA

During the first quarter of fiscal 2016, EBITDA increased by 10.0% compared with the same quarter last year, reaching $546.6 million.

Excluding the negative goodwill from the first quarter of fiscal 2015, the first quarter of fiscal 2016 adjusted EBITDA increased by $50.4 million or 10.2% compared with the corresponding period of the previous fiscal year. Net of acquisition costs recorded to earnings, acquisitions contributed approximately $64.0 million to adjusted EBITDA, while the variation in exchange rates had a net negative impact of approximately $41.0 million.

It should be noted that EBITDA and adjusted EBITDA are not performance measures defined by IFRS, but we, as well as investors and analysts, use these measures to evaluate the Corporation's financial and operating performance. Note that our definition of these measures may differ from the one used by other public corporations:


12-week period ended

(in millions of US dollars)

July 19, 2015


July 20, 2014

Net earnings, as reported

304.0


269.5

Add:





Income taxes

93.1


70.5


Net financial expenses

17.5


30.0


Depreciation, amortization and impairment of property and equipment and other assets

132.0


126.7

EBITDA

546.6


496.7

Remove:





Negative goodwill

-


(0.5)

Adjusted EBITDA

546.6


496.2

Depreciation, amortization and impairment of property and equipment and other assets

For the first quarter of fiscal 2016, depreciation, amortization and impairment expenses increased due to investments made through acquisitions, replacement of equipment, addition of new stores and ongoing improvement of our network, partially offset by the net impact of the translation of our European and Canadian operations into US dollars.

Net financial expenses

The first quarter of fiscal 2016 shows net financial expenses of $17.5 million, a decrease of $12.5 million compared to the first quarter of fiscal 2015. Excluding the net foreign exchange gain of $6.8 million and the net foreign exchange loss of $8.7 million recorded respectively in the first quarter of fiscal 2016 and in the first quarter of fiscal 2015, net financial expenses increased by $3.0 million. This increase is mainly attributable to the rise in our long term debt in connection with the financing of The Pantry acquisition and the assumption of its obligations under finance lease, partly offset by the decrease in our average debt balance following repayments made on our revolving and acquisition facilities during fiscal 2015. The net foreign exchange gain of $6.8 million is mainly due to the impact of foreign exchange variations on certain cash balances.

Income taxes

The first quarter of fiscal 2016 shows an income tax rate of 23.4%, compared with an income tax rate of 24.7% for fiscal 2015 and 20.7% for the corresponding quarter of the previous year. The tax increase compared with the corresponding quarter of last year was mainly driven by the impact of the higher proportion of our taxable income coming from the United States, where we have our highest statutory tax rate, mainly as a consequence of the acquisition of The Pantry.

Net earnings

We closed the first quarter of fiscal 2016 with net earnings of $304.0 million, compared with $269.5 million for the first quarter of the previous fiscal year. Diluted net earnings per share stood at $0.53, compared with $0.47 the previous year. The translation of revenues and expenses from our Canadian and European operations into US dollars had a net negative impact of approximately $26.0 million before income taxes on net earnings this quarter.

Excluding the net foreign exchange gain and acquisition costs from net earnings for the first quarter of fiscal 2016, and excluding the net foreign exchange loss, negative goodwill and acquisition costs from the net earnings for the first quarter of fiscal 2015, this quarter's net earnings would have been approximately $299.0 million, compared with $276.0 million in the comparable quarter of the previous year, an increase of $23.0 million or 8.3%. Adjusted diluted net earnings per share would remain unchanged at $0.53 for the first quarter of fiscal 2016 compared with $0.48 for the corresponding period of fiscal 2015, an increase of 10.4%.

The table below reconciles adjusted net earnings to reported net earnings:


12-week period ended

(in millions of US dollars)

July 19, 2015


July 20, 2014

Net earnings, as reported

304.0


269.5

Remove:





Net foreign exchange gain (loss)

6.8


(8.7)


Acquisition costs

(0.5)


(0.2)


Negative goodwill

-


0.5


Tax impact of the items above and rounding

(1.3)


1.9

Adjusted net earnings

299.0


276.0

Financial Position as at July 19, 2015

As shown by our indebtedness ratios included in the "Summary analysis of consolidated results for the first quarter of fiscal 2016" section and our net cash provided by operating activities, our financial position is excellent.

Our total consolidated assets amounted to $11.2 billion as at July 19, 2015, an increase of $319.9 million over the balance as at April 26, 2015. This increase stems primarily from higher cash and cash equivalents. There were no other significant balance sheet variations compared to the fiscal year ended April 26, 2015.

During the 52-week period ended on July 19, 2015, we recorded a solid return on capital employed of 15.9%3.

Shareholders' Equity

Shareholders' equity amounted to $4.2 billion as at July 19, 2015, up $299.3 million compared with April 26, 2015, mainly reflecting net earnings and other comprehensive income for the first quarter of fiscal 2016, partly offset by dividends declared. For the 52-week period ended July 19, 2015, we recorded a solid return on equity of 23.8%4.

_______________________________________

3

This ratio is presented for information purposes only and represents a measure of performance used especially in financial circles. It represents the following calculation: earnings before income taxes and interests divided by average capital employed. Capital employed represents total assets less short-term liabilities not bearing interests. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other public corporations. The ratio is presented on a pro forma basis and it includes Couche-Tard's results for the for first quarter of fiscal 2016 and for the last three quarters of fiscal 2015 and The Pantry's results for the 52-week period ended July 19, 2015, as adjusted to be in line with the Corporation's accounting policies. Given the size and the timing of the transaction, we have not completed the fair value assessment of the assets acquired, the liabilities assumed and the goodwill for this transaction. Consequently, the pro forma ratio has not been adjusted for fair value adjustments.

4

This ratio is presented for information purposes only and represents a measure of performance used especially in financial circles. It represents the following calculation: net earnings divided by average equity. It does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other public corporations. The ratio is presented on a pro forma basis and it includes Couche-Tard's results for the first quarter of fiscal 2016 and for the last three quarters of fiscal 2015 and The Pantry's results for the 52‑week period ended July 19, 2015, as adjusted to be in line with the Corporation's accounting policies. Given the size and the timing of the transaction, we have not completed the fair value assessment of the assets acquired, the liabilities assumed and the goodwill for this transaction. Consequently, the pro forma ratio has not been adjusted for fair value adjustments.

Liquidity and Capital Resources

Our sources of liquidity remain unchanged compared with the fiscal year ended April 26, 2015. For further information, please refer to our 2015 Annual Report. With respect to our capital expenditures and acquisitions of the first quarter of fiscal 2016, they were financed using available cash. We expect that cash generated from operations together with borrowings available under our revolving unsecured credit facilities will be adequate to meet our liquidity needs in the foreseeable future.

Our revolving credit facilities are detailed as follow:

US dollar term revolving unsecured operating credit D, maturing in December 2018 ("operating credit D")

Credit agreement consisting of a revolving unsecured facility of a maximum amount of $2,525.0 million, maturing in December 2018. As at July 19, 2015, $1,250.1 million of our operating credit D had been used. As at the same date, the effective interest rate was 1.09% and standby letters of credit in the amount of CA$2.2 million and $54.6 million were outstanding.

Term revolving unsecured operating credit E, maturing in December 2016 ("operating credit E")

Credit agreement consisting of an initial maximum amount of $50.0 million with an initial term of 50 months. The credit facility is available in the form of a revolving unsecured operating credit, available in US dollars. The amounts borrowed bear interest at variable rates based on the US base rate or the LIBOR rate plus a variable margin. As at July 19, 2015, operating credit E was unused.

Available liquidities

As at July 19, 2015, a total of approximately $1.3 billion were available under our revolving unsecured credit facilities and we were in compliance with the restrictive covenants and ratios imposed by the credit agreements at that date. Thus, at the same date, we had access to approximately $2.1 billion through our available cash and revolving unsecured operating credit facilities.

Selected Consolidated Cash Flow Information


12-week periods ended  

(In millions of US dollars)

July 19,

2015


July 20,

2014


Variation

Operating activities






Net cash provided by operating activities

400.1


351.3


48.8

Investing activities







Business acquisitions

(87.0)


(31.8)


(55.2)


Purchase of property and equipment and other assets, net of proceeds from the disposal of property and equipment and other assets

(65.8)


(54.3)


(11.5)


Other

(0.6)


(0.3)


(0.3)

Net cash used in investing activities

(153.4)


(86.4)


(67.0)

Financing activities







Net (decrease) increase in US dollar denominated term revolving unsecured operating credit

(587.1)


180.0


(772.8)


Issuance of Canadian dollar denominated senior unsecured notes, net of financing costs

568.6


-


568.6


Repayment of the acquisition facility

-


(360.0)


360.0


Net decrease in other debt

(4.8)


(5.0)


5.9

Net cash used in financing activities

(23.3)


(185.0)


161.7

Credit ratings







Standard and Poor's – Corporate credit rating

BBB


BBB-




Moody's - Senior unsecured notes credit rating

Baa2


Baa2



Operating activities

During the first quarter of fiscal 2016, net cash from our operations reached $400.1 million, up $48.8 million compared with the first quarter of fiscal year 2015, mainly due to higher net earnings.

Investing activities

During the first quarter of fiscal 2016, investing activities were primarily for acquisitions for an amount of $87.0 million and for net investments in property and equipment and other assets which amounted to $65.8 million. Net investments in property and equipment and other assets were primarily for the replacement of equipment in some of our stores in order to enhance our offering of products and services, the addition of new stores, the ongoing improvement of our network as well as for information technology.

Financing activities

During the first quarter of fiscal 2016, we repaid an amount of $587.1 million under our operating credit D using the net proceeds of $568.6 million from the issuance of Canadian dollar denominated senior unsecured notes and our available cash.

Contractual Obligations and Commercial Commitments

There were no major changes with respect to our contractual obligations and commercial commitments during the 12-week period ended July 19, 2015. For more information, please refer to our 2015 Annual Report.

Selected Quarterly Financial Information

The Corporation's 52-week reporting cycle is divided into quarters of 12 weeks each except for the third quarter, which comprises 16 weeks. When a fiscal year, such as fiscal 2012, contains 53 weeks, the fourth quarter comprises 13 weeks. The following is a summary of selected consolidated financial information derived from the Corporation's interim consolidated financial statements for each of the eight most recently completed quarters.


(In millions of US dollars except for per share data)

12-week
period ended
July 19, 2015

52-week period ended April 26, 2015

Extract from 52-week period ended
April 27, 2014  

Quarter

1st

4th

3rd

2nd

1st

4th

3rd

2nd

Weeks

12 weeks

12 weeks

16 weeks

12 weeks

12 weeks

12 weeks

16 weeks

12 weeks

Revenues

8,979.6

7,285.5

9,107.8

8,946.3

9,190.3

8,954.1

11,094.6

9,011.0

Operating income before depreciation, amortization and impairment of property and equipment and other assets

540.1

314.7

536.8

510.0

492.0

296.3

420.5

457.3

Depreciation, amortization and impairment of property and equipment and other assets

132.0

128.6

152.4

122.7

126.7

142.0

186.0

129.3

Operating income

408.1

186.1

384.4

387.3

365.3

154.3

234.5

328.0

Share of earnings of joint ventures and associated companies accounted for using the equity method

6.5

4.4

7.7

5.1

4.7

3.9

4.6

5.5

Net financial expenses

17.5

15.6

41.2

18.6

30.0

26.9

21.8

50.2

Net earnings

304.0

129.5

248.1

286.4

269.5

145.1

182.3

229.8

Net earnings per share










Basic

$0.54

$0.23

$0.44

$0.51

$0.48

$0.26

$0.32

$0.41


Diluted

$0.53

$0.23

$0.44

$0.50

$0.47

$0.25

$0.32

$0.40

The volatility of road transportation fuel gross margin, mostly in the United States, and seasonality both have an impact on the variability of our quarterly net earnings. With that said, the majority of our operating income is derived from merchandise and service sales.

Outlook

For the remainder of fiscal 2016, we look forward to continuing our work on the integration of The Pantry stores into our network and to realizing associated synergies in addition to continuing our work around value creation in Europe. We will also continue working to improve and expand our network, including the construction of new stores and the relocation and reconstruction of existing stores. We also intend to maintain our ongoing focus on sales, supply terms and operating expenses while keeping an eye on growth opportunities that may be available in our various markets.

Similar to prior years, we will pay special attention to the reduction of our debt level in order to continue improving our financial flexibility and the quality of our credit rating, allowing us to be adequately positioned to realize potential acquisition opportunities.

Finally, in line with our business model, we intend to continue focusing on the sale of fresh products and on innovation, including the introduction of new products and services, in order to satisfy the needs of our customers.

September 1st, 2015

Profile

Couche-Tard is the leader in the Canadian convenience store industry. In the United States, it is the largest independent convenience store operator in terms of number of company-operated stores. In Europe, Couche-Tard is a leader in convenience store and road transportation fuel retail in Scandinavia and the Baltic countries with a significant presence in Poland.

As of July 19, 2015, Couche-Tard's network comprised 7,987 convenience stores throughout North America, including 6,556 stores offering road transportation fuel. Its North‑American network consists of 15 business units, including 11 in the United States covering 41 states and four in Canada covering all ten provinces. About 80,000 people are employed throughout its network and at its service offices in North America.

In Europe, Couche-Tard operates a broad retail network across Scandinavia (Norway, Sweden and Denmark), Poland, the Baltics (Estonia, Latvia and Lithuania) and Russia. As at July 19, 2015, it comprised 2,229 stores, the majority of which offer road transportation fuel and convenience products while the others are unmanned automated service-stations which offer road transportation fuel only. The Corporation also offers other products, including stationary energy, marine fuel, lubricants and chemicals. Couche-Tard operates key fuel terminals and fuel depots in six countries. Including employees at Statoil branded franchise stations, about 19,000 people work in its retail network, terminals and service offices across Europe.

In addition, about 4,700 stores are operated by independent operators under the Circle K banner in 12 other countries or regions worldwide (China, Guam, Honduras, Hong Kong, Indonesia, Japan, Macau, Malaysia, Mexico, the Philippines, the United Arab Emirates and Vietnam) which brings to more than 14,900 the number of sites in Couche-Tard's network.

The statements set forth in this press release, which describes Couche-Tard's objectives, projections, estimates, expectations or forecasts, may constitute forward-looking statements within the meaning of securities legislation. Positive or negative verbs such as "believe", "could", "should", "intend", "expect", "estimate", "assume" and other related expressions are used to identify such statements. Couche-Tard would like to point out that, by their very nature, forward-looking statements involve risks and uncertainties such that its results, or the measures it adopts, could differ materially from those indicated or underlying these statements, or could have an impact on the degree of realization of a particular projection. Major factors that may lead to a material difference between Couche-Tard's actual results and the projections or expectations set forth in the forward-looking statements include the effects of the integration of acquired businesses and the ability to achieve projected synergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, exchange rate variations, and such other risks as described in detail from time to time in the reports filed by Couche-Tard with securities authorities in Canada and the United States. Unless otherwise required by applicable securities laws, Couche-Tard disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking information in this release is based on information available as of the date of the release.

Webcast September 1st, 2015 at 2:30 P.M. (ET)

Couche-Tard invites analysts known to the Corporation to send their two questions in advance to its management, before 11:00 A.M. (ET) on September 1st, 2015.

Financial analysts and investors who wish to listen to the webcast on Couche-Tard's results which will take place online on September 1st, 2015 at 2:30 P.M. (ET) can do so by accessing the Corporation's website at http://corpo.couche-tard.com/ and by clicking on the corporate presentations link of the investor relations section. For those who will not be able to listen to the live presentation, the recording of the webcast will be available on the Corporation's website for a period of 90 days following the webcast.

Q1 2016
ALIMENTATION COUCHE‑TARD INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12-week period ended July 19, 2015

CONSOLIDATED STATEMENTS OF EARNINGS

(in millions of US dollars, except per share amounts, unaudited)





For the 12-week periods ended

July 19,
2015


July 20,
2014


$


$

Revenues

8,979.6


9,190.3

Cost of sales

7,560.3


7,910.6

Gross profit

1,419.3


1,279.7





Operating, selling, administrative and general expenses

879.2


788.2

Negative goodwill

-


(0.5)

Depreciation, amortization and impairment of property and equipment, intangibles and other assets

132.0


126.7


1,011.2


914.4

Operating income

408.1


365.3





Share of earnings of joint ventures and associated companies accounted for using the equity method

6.5


4.7





Financial expenses

26.0


23.2

Financial revenues

(1.7)


(1.9)

Foreign exchange (gain) loss

(6.8)


8.7

Net financial expenses

17.5


30.0

Earnings before income taxes

397.1


340.0

Income taxes

93.1


70.5

Net earnings

304.0


269.5





Net earnings attributable to:




Shareholders of the Corporation

303.8


269.2

Non-controlling interest

0.2


0.3

Net earnings

304.0


269.5





Net earnings per share (Note 6)





Basic

0.54


0.48


Diluted

0.53


0.47

Weighted average number of shares – basic (in thousands)

567,381


565,756

Weighted average number of shares – diluted (in thousands)

569,095


568,504

Number of shares outstanding at end of period (in thousands)

567,405


565,759

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions of US dollars, unaudited)


For the 12-week periods ended

July 19,
2015


July 20,
2014


$


$

Net earnings

304.0


269.5

Other comprehensive income





Items that may be reclassified subsequently to earnings






Translation adjustments







Changes in cumulative translation adjustments (1)

71.0


(121.6)




Change in fair value of cross-currency interest rate swaps designated as a hedge of the Corporation's net investment in its US operations (2)

(80.4)


17.9




Net interest on cross-currency interest rate swaps designated as a hedge of the Corporation's net investment in its US operations (3)

(0.6)


0.6



Cash flow hedges







Change in fair value of financial instruments (4)

6.1


(0.3)




Gain realized on financial instruments reclassified to earnings (5)

(5.1)


(0.2)


Items that will never be reclassified to earnings







Net actuarial gain (6)

27.6


-

Other comprehensive income (loss)

18.6


(103.6)

Comprehensive income

322.6


165.9





Comprehensive income attributable to:




Shareholders of the Corporation

322.4


165.6

Non-controlling interest

0.2


0.3

Comprehensive income

322.6


165.9

(1)

For the 12-week period ended July 19, 2015, this amount includes a loss of $79.0 (net of income taxes of $12.5) arising from the translation of the US dollar denominated long-term debt designated as a foreign exchange hedge of the Corporation's net investment in its US operations.

(2)

For the 12-week periods ended July 19, 2015 and July 20, 2014, these amounts are net of income taxes of $0.3 and $4.5, respectively.

(3)

For the 12-week periods ended July 19, 2015 and July 20, 2014, these amounts are net of income taxes of $0.2 and $0.2, respectively.

(4)

For the 12-week periods ended July 19, 2015 and July 20, 2014, these amounts are net of income taxes of $2.6 and $0.5, respectively.

(5)

For the 12-week periods ended July 19, 2015 and July 20, 2014, these amounts are net of income taxes of $1.8 and $0.1, respectively.

(6)

For the 12-week periods ended July 19, 2015, this amount is net of income taxes of $9.5.

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in millions of US dollars, unaudited)




For the 12‑week period ended


July 19, 2015


Attributable to the shareholders of the Corporation



Capital
stock


Contributed
surplus


Retained
earnings


Accumulated
other
comprehensive
loss (Note 7)


Total


Non-
controlling
interest


Total
equity


$


$


$


$


$


$


$

Balance, beginning of period

697.2


10.7


3,923.3


(738.6)


3,892.6


13.9


3,906.5

Comprehensive income:















Net earnings





303.8




303.8


0.2


304.0


Other comprehensive income







18.6


18.6




18.6

Comprehensive income









322.4


0.2


322.6

Dividends declared





(23.7)




(23.7)




(23.7)

Stock option-based compensation expense



0.6






0.6




0.6

Initial fair value of stock options exercised

0.1


(0.1)






-




-

Balance, end of period

697.3


11.2


4,203.4


(720.0)


4,191.9


14.1


4,206.0




For the 12‑week period ended


July 20, 2014


Attributable to the shareholders of the Corporation



Capital
stock


Contributed
surplus


Retained
earnings


Accumulated
other
comprehensive
income (Note 7)


Total


Non-
controlling
interest


Total
equity


$


$


$


$


$


$


$

Balance, beginning of period

686.5


11.6


3,077.4


186.9


3,962.4


14.2


3,976.6

Comprehensive income:















Net earnings





269.2




269.2


0.3


269.5


Other comprehensive loss







(103.6)


(103.6)




(103.6)

Comprehensive income









165.6


0.3


165.9

Dividends declared





(21.2)




(21.2)




(21.2)

Balance, end of period

686.5


11.6


3,325.4


83.3


4,106.8


14.5


4,121.3

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


CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of US dollars, unaudited)





For the 12-week periods ended

July 19,
2015


July 20,
2014


$


$

Operating activities




Net earnings

304


269.5

Adjustments to reconcile net earnings to net cash provided by operating activities





Depreciation, amortization and impairment of property and equipment, intangible and other assets, net of amortization of deferred credits

114.4


99.9


Deferred income taxes

(9.0)


(29.9)


Deferred credits

4


0.1


Share of earnings of joint ventures and associated companies accounted for using the equity method, net of dividends received

(3.7)


(0.3)


Gain on disposal of property and equipment and other assets

(2.2)


(2.5)


Negative goodwill

-


(0.5)


Other

1.3


2.5


Changes in non-cash working capital

(8.7)


12.5

Net cash provided by operating activities

400.1


351.3





Investing activities




Purchase of property and equipment, intangible assets and other assets

(88.1)


(71.1)

Business acquisitions (Note 2)

(87.0)


(31.8)

Proceeds from disposal of property and equipment and other assets

22.3


16.8

Restricted cash

(0.6)


(0.3)

Net cash used in investing activities

(153.4)


(86.4)





Financing activities




Net (decrease) increase in US dollar denominated term revolving unsecured operating credit (Note 4)

(587.1)


180

Issuance of Canadian dollar denominated senior unsecured notes, net of financing costs (Note 4)

568.6


-

Repayment under the unsecured non-revolving acquisition credit facility

-


(360.0)

Net decrease in other debt

(4.8)


(5.0)

Net cash used in financing activities

(23.3)


(185.0)

Effect of exchange rate fluctuations on cash and cash equivalents

25.2


8.2

Net increase in cash and cash equivalents

248.6


88.1

Cash, cash equivalents and bank overdraft, beginning of period

575.8


511.1

Cash and cash equivalents, end of period (including cash related to assets held for sale)

824.4


599.2





Supplemental information:





Interest paid

19.4


19


Interest and dividends received

4.2


5.5


Income taxes paid

102


52.9

Cash and cash equivalents components:





Cash and demand deposits

714.4


588.5


Liquid investments

110


10.7


824.4


599.2

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

CONSOLIDATED BALANCE SHEETS




(in millions of US dollars, unaudited)









As at July 19,
2015 


As at April 26,
2015


$


$

Assets




Current assets





Cash and cash equivalents

818.9


575.8


Restricted cash

2.7


2.1


Accounts receivable

1,260.8


1,194.8


Inventories

850.7


859.6


Prepaid expenses

50.3


64.3


Income taxes receivable

-


10.5


Assets held for sale (Note 3)

70.7


-


3,054.1


2,707.1

Property and equipment

5,298.3


5,328.5

Goodwill

1,826.5


1,817.3

Intangible assets

600.4


623.2

Other assets

245.5


222.2

Investment in joint ventures and associated companies

79.2


75.6

Deferred income taxes

53.7


63.9


11,157.7


10,837.8





Liabilities




Current liabilities





Accounts payable and accrued liabilities

2,299.7


2,220.7


Provisions

134.7


135.6


Income taxes payable

40.7


37.4


Bank loans and current portion of long-term debt (Note 4)

21.6


21.3


Liabilities associated with assets held for sale (Note 3)

23.7


-


2,520.4


2,415.0

Long-term debt (Note 4)

2,950.6


3,053.3

Provisions

409.7


417.9

Pension benefit liability

109.2


126.6

Other financial liabilities (Note 5)

230.5


161.6

Deferred credits and other liabilities

195.4


214.6

Deferred income taxes

535.9


542.3


6,951.7


6,931.3





Equity




Capital stock (Note 8)

697.3


697.2

Contributed surplus

11.2


10.7

Retained earnings

4,203.4


3,923.3

Accumulated other comprehensive loss (Note 7)

(720.0)


(738.6)

Equity attributable to shareholders of the Corporation

4,191.9


3,892.6

Non-controlling interest

14.1


13.9


4,206.0


3,906.5


11,157.7


10,837.8

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

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions of US dollars unless otherwise noted, except per share amounts, unaudited)

1. CONSOLIDATED FINANCIAL STATEMENTS PRESENTATION

The unaudited interim condensed consolidated financial statements (the "interim financial statements") have been prepared by the Corporation in accordance with generally accepted accounting principles in Canada as set out in Part I of the Chartered Professional Accountants of Canada (CPA Canada) Handbook – Accounting, which incorporates International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34 "Interim Financial Reporting".

The interim financial statements were prepared in accordance with the same accounting policies and methods as the audited annual consolidated financial statements for the year ended April 26, 2015. The interim financial statements do not include all the information required for complete financial statements and should be read in conjunction with the audited annual consolidated financial statements and notes thereto in the Corporation's 2015 Annual Report. The results of operations for the interim periods presented do not necessarily reflect results expected for the full fiscal year. The Corporation's business follows a seasonal pattern. The busiest period is the first half-year of each fiscal year, which includes summer's sales.

On September 1st, 2015, the Corporation's interim financial statements were approved by the Board of Directors who also approved their publication.

Comparative figures

Certain comparative figures of the consolidated financial statements have been reclassified to comply with the presentation adopted in the fiscal year ended April 26, 2015. Direct car wash expenses were previously recorded as a reduction of revenue or as operating, selling, administrative and general expenses. This is no longer the case and car wash revenue is now presented at its gross amount and all direct expenses are recorded in cost of sales. For the 12-week period ended July 20, 2014, this change resulted in an increase in revenue of $1.1, a decrease in gross profit of $0.6 and a decrease in operating, selling, administrative and general expenses of $0.6.

2. BUSINESS ACQUISITIONS

  • On June 2, 2015, the Corporation acquired from Cinco J, Inc., Tiger Tote Food Stores, Inc., and their affiliates 21 company‑operated stores in the US States of Texas, Mississippi and Louisiana. The Corporation owns the land and buildings for 18 sites and leases the land and owns the buildings for the remaining three sites. As part of this agreement, the Corporation also acquired 141 dealer fuel supply agreements, five development properties and customer relations with 93 dealer sites.
  • During the 12‑week period ended July 19, 2015, the Corporation also acquired five other stores through distinct transactions. The Corporation owns the land and buildings for three sites and leases these same assets for the remaining two.

For the 12‑week period ended July 19, 2015, acquisition costs of $0.5 in connection with these acquisitions and other unrealized acquisitions are included in Operating, selling, administrative and general expenses.

These acquisitions were settled for a total cash consideration of $87.0. Since the Corporation has not yet completed its fair value assessment of the assets acquired, the liabilities assumed and goodwill for all transactions, the preliminary allocations of certain acquisitions are subject to adjustments to the fair value of the assets, liabilities and goodwill until the process is completed.

Purchase price allocations based on the estimated fair value on the date of acquisition and available information as at the date of publication of these consolidated financial statements is as follows:


$

Tangible assets acquired



Inventories

3.0


Property and equipment

48.5


Other assets

3.0

Total tangible assets

54.5

Liabilities assumed



Accounts payable and accrued liabilities

0.4


Provisions

0.5


Deferred credits and other liabilities

4.5

Total liabilities

5.4

Net tangible assets acquired

49.1

Intangible assets

10.9

Goodwill

27.0

Total cash consideration paid

87.0

The Corporation expects that none of the goodwill related to these transactions will be deductible for tax purposes.

These acquisitions were concluded in order to expand the Corporation's market share, to penetrate new markets and to increase its economies of scale. These acquisitions generated goodwill mainly due to the strategic location of stores acquired. Since the date of acquisition, revenues and net earnings from these stores amounted to $41.7 and $0.7, respectively. Considering the nature of these acquisitions, the available financial information does not allow for the accurate disclosure of pro-forma revenues and net earnings had the Corporation concluded these acquisitions at the beginning of its fiscal year.

Acquisition of The Pantry Inc. ("The Pantry")

On March 16, 2015, the Corporation acquired 100% of the outstanding shares of The Pantry through an all-cash transaction valued at $36.75 per share. The Pantry operates over 1,500 convenience stores in 13 US states, the majority of which dispense road transportation fuel. The Corporation owns the land and buildings for 409 sites, leases the land and owns the buildings for 52 sites and leases these same assets for the remaining sites.

This acquisition was settled for a total cash consideration of $850.7. Given the size and timing of the transaction, the Corporation has not yet completed its fair value assessment of the assets acquired, the liabilities assumed and the goodwill for this transaction. Consequently, the difference between the purchase price and the net book value related to this acquisition was included in goodwill in the preliminary purchase price allocation and the fair values of assets acquired and liabilities assumed will be adjusted before the end of fiscal year 2016.

Purchase price allocation for The Pantry based on available information as at the date of authorisation of these consolidated financial statements is as follows:




$

Assets


Current assets



Cash and cash equivalents

93.8


Accounts receivable

60.9


Inventories

135.7


Prepaid expenses

25.8


Income taxes receivable

0.4


316.6

Property and equipment

660.8

Identifiable intangible assets

11.8

Other assets

67.7


1,056.9

Liabilities


Current liabilities



Accounts payable and accrued liabilities

219.7


Provisions

22.5


Current portion of finance lease obligations

7.6


Current portion of long-term debt

529.1


778.9

Finance lease obligations

97.6

Provisions

116.2

Other liabilities

16.4

Deferred income taxes

44.8


1,053.9

Net identifiable assets

3.0

Acquisition goodwill

847.7

Consideration paid in cash

850.7

Cash and cash equivalents acquired

93.8

Net cash flow for the acquisition

756.9

The Corporation expects that none of the goodwill related to this transaction will be deductible for tax purposes.

This acquisition was concluded in order to expand the Corporation's market share, to penetrate new markets and to increase its economies of scale.

3. ASSETS HELD FOR SALE

As at July 19, 2015, the Corporation had taken the decision to sell its lubricants business and criteria for its classification as an asset held for sale had been met. The Corporation's lubricants business' contribution to each line of its consolidated balance sheet has been grouped under the lines "Assets held for sale" and "Liabilities associated with assets held for sale" as indicated below:


As at July 19,
2015


$

Assets held-for-sale


Current assets



Cash and cash equivalents

5.5


Accounts receivable

28.9


Inventories

24.4


Prepaid expenses

0.1


58.9

Property and equipment

0.6

Intangible assets

8.1

Other assets

1.2

Deferred income taxes

1.9


70.7



Liabilities associated with assets held-for-sale


Current liabilities



Accounts payable and accrued liabilities

17.3


Income taxes payable

0.4


17.7

Other liabilities

0.6

Deferred income taxes

5.4


23.7

Net assets held-for-sale

47.0

Included in accumulated other comprehensive loss associated with assets held for sale:



Cumulative translation adjustments

1.6

Subsequently to the end of the 12-week period ended July 19, 2015, the Corporation reached an agreement to sell its lubricants business. Refer to Note 11 for more details.

4. BANK LOANS AND LONG-TERM DEBT


As at July 19,

2015


As at April 26,

2015


$


$

US dollar denominated term revolving unsecured operating credit D, maturing in December 2018

1,250.1


1,837.2

Canadian dollar denominated senior unsecured notes maturing on various dates from November 2017 to June 2025

1,535.0


1,064.2

NOK denominated floating rate bonds, maturing in February 2017

1.8


1.9

NOK denominated fixed rate bonds, maturing in February 2019

1.6


1.7

Other debts, including finance leases, maturing at various dates

183.7


169.6


2,972.2


3,074.6

Bank loans and current portion of long‑term debt

21.6


21.3


2,950.6


3,053.3

On June 2, 2015, the Corporation issued Canadian dollar denominated senior unsecured notes totaling CA$ 700.0 with a coupon rate of 3.6% (effective rate of 3.6%) and maturing on June 2, 2025. Interest is payable semi-annually on June 2nd and December 2nd of each year. The Corporation used the net proceeds from the issuance to repay a portion of its term revolving unsecured operating credit D.

5. FINANCIAL LIABILITIES

Cross-currency swaps

Between June 12, 2015 and June 19, 2015, in connection with the issuance of Canadian dollar denominated notes described in Note 4, the Corporation entered into cross-currency interest rate swap agreements for a total notional amount of CA$700.0, allowing it to synthetically convert a portion of its Canadian dollar denominated debt into US dollars.

Receive – Notional

Receive – Rate

Pay – Notional

Pay – Rate

Fair value as at
July 19, 2015 2013

Maturity

CA$175.0

3.6%

US$142.2

3.8099%

$5.6

June 2, 2025

CA$175.0

3.6%

US$142.7

3.8650%

$6.6

June 2, 2025

CA$100.0

3.6%

US$81.2

3.8540%

$3.6

June 2, 2025

CA$100.0

3.6%

US$81.2

3.8700%

$3.4

June 2, 2025

CA$100.0

3.6%

US$81.2

3.8570%

$3.4

June 2, 2025

CA$50.0

3.6%

US$41.3

3.8230%

$2.4

June 2, 2025

The Corporation is exposed to fair value risk with regards to these cross-currency swap agreements. The cross-currency interest rate swap agreements were designated as a foreign exchange hedge of the Corporation's net investment in its US operations.

6. NET EARNINGS PER SHARE

The following table presents the information for the computation of basic and diluted net earnings per share:


12‑week period

ended July 19, 2015

12‑week period

ended July 20, 2014


Net earnings


Weighted average
number of shares

(in thousands)


Net earnings
per share


Net earnings


Weighted average
number of shares

(in thousands)


Net earnings
per share


$




$


$




$

Basic net earnings attributable to Class A and B shareholders

303.8


567,381


0.54


269.2


565,756


0.48

Dilutive effect of stock options



1,714


(0.01)




2,748


(0.01)

Diluted net earnings available for Class A and B shareholders

303.8


569,095


0.53


269.2


568,504


0.47

When they have an anti-dilutive effect, stock options must be excluded from the calculation of the diluted net earnings per share. For the 12‑week periods ended July 19, 2015 and July 20, 2014, no stock options were excluded.

7. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

As at July 19, 2015









Attributable to shareholders of the Corporation


Items that may be reclassified to earnings


Will never be
reclassified to
earnings




Cumulative
translation
adjustments


Net investment
hedge


Net interest on
net investment
hedge


Cash flow
hedge


Cumulative net
actuarial loss


Accumulated other
comprehensive loss


$


$


$


$


$


$

Balance, before income taxes

(483.8)


(242.3)


5.3


8.8


(6.4)


(718.4)

Less: Income taxes

-


-


1.5


2.3


(2.2)


1.6

Balance, net of income taxes

(483.8)


(242.3)


3.8


6.5


(4.2)


(720.0)











As at July 20, 2014








Attributable to shareholders of the Corporation


Items that may be reclassified to earnings


Will never be reclassified to
earnings



Cumulative
translation
adjustments


Net investment hedge


Net interest on net investment hedge


Cash flow hedge


Cumulative net
actuarial loss


Accumulated other comprehensive
income


$


$


$


$


$


$

Balance, before income taxes

125.1


(51.5)


6.9


3.3


(6.8)


77.0

Less: Income taxes

-


(6.8)


1.9


0.4


(1.8)


(6.3)

Balance, net of income taxes

125.1


(44.7)


5.0


2.9


(5.0)


83.3

8. CAPITAL STOCK

Stock options

For the 12‑week period ended July 19, 2015, a total of 46,160 stock options were exercised (11,790 for the 12‑week period ended July 20, 2014).

Issued and outstanding shares

As at July 19, 2015, the Corporation has 148,101,840 (148,101,840 as at April 26, 2015) issued and outstanding Class A multiple voting shares each comprising ten votes per share and 419,302,698 (419,262,255 as at April 26, 2015) outstanding Class B subordinate voting shares each comprising one vote per share.

9. SEGMENTED INFORMATION

The Corporation operates convenience stores in the United States, in Europe and in Canada. It essentially operates in one reportable segment, the sale of goods for immediate consumption, road transportation fuel and other products mainly through corporate stores and franchise operations. The Corporation operates its convenience store chain under several banners, including Couche‑Tard, Mac's, Circle K, Kangaroo Express and Statoil. Revenues from external customers mainly fall into three categories: merchandise and services, road transportation fuel and other.

Information on the principal revenue classes as well as geographic information is as follows:


12‑week period

ended July 19, 2015

12‑week period

ended July 20, 2014


United States


Europe


Canada


Total


United States


Europe


Canada


Total


$


$


$


$


$


$


$


$

External customer revenues (a)
















Merchandise and services

1,760.4


206.0


471.0


2,437.4


1,198.0


258.7


528.3


1,985.0

Road transportation fuel

4,437.7


1,374.9


561.7


6,374.3


3,915.5


1,972.8


724.1


6,612.4

Other

3.7


164.1


0.1


167.9


3.5


589.3


0.1


592.9


6,201.8


1,745.0


1,032.8


8,979.6


5,117.0


2,820.8


1,252.5


9,190.3

Gross Profit
















Merchandise and services

583.4


86.2


156.3


825.9


392.2


107.5


176.0


675.7

Road transportation fuel

317.4


185.8


37.2


540.4


249.2


224.6


41.7


515.5

Other

3.7


49.2


0.1


53.0


3.5


84.9


0.1


88.5


904.5


321.2


193.6


1,419.3


644.9


417.0


217.8


1,279.7

















Total long-term assets (b)

4,752.4


2,699.3


522.8


7,974.5


2,858.2


3,646.4


605.5


7,110.1

(a)

Geographic areas are determined according to where the Corporation generates operating income (where the sale takes place) and according to the location of the long-term assets.

(b)

Excluding financial instruments, deferred tax assets and post-employment benefit assets.

10.  FAIR VALUES

The fair value of Trade accounts receivable and vendor rebates receivable, Credit and debit cards receivable and Accounts payable and accrued liabilities is comparable to their carrying amount given their short maturity. The fair value of Obligations related to buildings and equipment under finance leases is comparable to its carrying amount given that rent is generally at market value. The carrying value of the Term revolving unsecured operating credits approximate their fair values given that their credit spread is similar to the credit spread the Corporation would obtain in similar conditions at the reporting date.

Fair value hierarchy

Fair value measurements are categorized in accordance with the following levels:

Level 1:

quoted prices (unadjusted) in active markets for identical assets or liabilities;



Level 2: 

inputs other than quoted prices included in Level 1 but that are observable for the asset or liability, either directly or indirectly; and



Level 3: 

inputs for the asset or liability that are not based on observable market data.

The estimated fair value of each class of financial instruments, the methods and assumptions that were used to determine it and their fair value hierarchy are as follows:

  • The fair value of the investment contract including an embedded total return swap, which is mainly based on the fair market value of the Corporation's Class B shares, is $49.7 as at July 19, 2015 ($54.7 as at April 26, 2015) (Level 2);
  • The fair value of the senior unsecured notes, which is based on observable market data, is $1,606.5 as at July 19, 2015 ($1,128.8 as at April 26, 2015) (Level 2);
  • The fair value of the cross-currency interest rate swaps, which is determined based on market rates obtained from the Corporation's financial institutions for similar financial instruments, is $230.5 as at July 19, 2015 ($161.6 as at April 26, 2015) (Level 2). They are presented as other financial liabilities on the consolidated balance sheet.

11. SUBSEQUENT EVENTS

Repurchase of non-controlling interest

On July 24, 2015, the Corporation exercised its option to repurchase the non-controlling interest in Circle K Asia s.à.r.l. ("Circle K Asia") for a cash consideration of $11.8. The Corporation now holds 100% of Circle K Asia's shares.

Sale of the lubricants business

On August 1st, 2015, the Corporation reached an agreement to sell its lubricants business to Fuchs Petrolub SE. The sale would be done through a share purchase agreement pursuant to which Fuchs Petrolub SE would acquire 100% of all issued and outstanding shares of Statoil Fuel & Retail Lubricants Sweden AB. This transaction, which is subject to standard regulatory approvals and closing conditions, is expected to be completed by the end of 2015.

Dividends

During its September 1st, 2015 meeting, the Corporation's Board of Directors declared a quarterly dividend of CA5.5¢ per share for the first quarter of fiscal 2016 to shareholders on record as at September 11, 2015 and approved its payment for September 25, 2015. This is an eligible dividend within the meaning of the Income Tax Act of Canad

Agreement for Circle K branded stores in Mexico

On July 30, 2015, the Corporation signed an agreement with Comercializadora Circulo CCK, S.A. DE C.V. to rebrand over 700 of their already existing Extra convenience stores located throughout Mexico to Circle K brand by August 2017. Under this agreement, the number of Circle K stores inMexico will increase to 1,100 by August 2017 and to a minimum of 2,400 by 2030.

 

SOURCE Alimentation Couche-Tard Inc.

For further information: Raymond Paré, Vice President and Chief Financial Officer, Tel: (450) 662-6632 ext. 4607, investor.relations@couche-tard.com

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