Just Energy Group Inc. (TSX:JE) -
Highlights for the three months ended September 30, 2011 included:
-- Gross residential customer equivalent additions through marketing of
238,000 and net additions of 45,000, up from 227,000 and 44,000 in first
quarter.
-- Total customer base reached 3,403,000 residential customer equivalents,
up 8% from a year earlier.
-- Gross margin of $102.6 million, up 6% (4% per share).
-- Adjusted EBITDA of $47.9 million, up 28% (25% per share) reflecting
earnings before marketing expenditures to add new gross margin.
-- Base EBITDA of $38.6 million up 23% (20% per share) reflecting earnings
after all marketing.
-- National Home Services' water heaters and HVAC units increased to
143,800 installed to date, 42% higher than a year prior. This growth has
lead to a 73% increase in gross margin from $3.8 million to $6.5
million.
-- Payout ratio on Adjusted EBITDA was 91% for the quarter versus 113% for
the three months ended September 30, 2010.
Highlights for the six months ended September 30, 2011 included:
-- Gross margin of $196.8 million, up 11% (9% per share).
-- Adjusted EBITDA of $85.3 million, up 27% (24% per share).
-- Base EBITDA of $68.5 million up 29% (26% per share).
-- Payout ratio on Adjusted EBITDA was 102% for the year to date, versus
125% for the six months ended September 30, 2010.
-- Year to date results exceed published guidance of 5% growth in Gross
margin and Adjusted EBITDA.
-- In a press release dated October 3, 2011, Just Energy Management
reaffirmed the 2012 Gross margin and Adjusted EBITDA growth guidance and
that this will allow the Company to comfortably maintain its existing
$1.24 per year dividend.
Just Energy Fiscal 2012 Second Quarter Results
Just Energy announced its results for the three months and six months ended
September 30, 2011.
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Three months ended September 30,
($ millions except per share/unit Per
and customers) F2012 share F2011 Per unit
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Sales $ 600.0 $ 4.26 $ 657.9 $ 4.78
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Gross margin 102.6 0.73 96.7 0.70
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Administrative costs 28.8 0.20 26.0 0.19
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Finance costs 14.3 0.10 12.8(1) 0.09
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Adjusted EBITDA 47.9 0.34 37.5 0.27
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Base EBITDA 38.6 0.27 31.4 0.23
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Net loss (3.5) (0.02) (133.4) (0.97)
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Dividends/distributions 43.7 0.31 42.3 0.31
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Payout ratio - Adjusted EBITDA 91% 113%
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Long Term RCEs 3,403,000 3,161,000
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Six months ended September 30, ($ Per Per
millions except per share/unit) F2012 share F2011 unit
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Sales $ 1,226.2 $ 8.72 $ 1,267.6 $ 9.21
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Gross margin 196.8 1.40 177.1 1.29
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Administrative costs 57.1 0.41 54.8 0.40
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Finance costs 28.1 0.20 22.8(1) 0.17
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Adjusted EBITDA 85.3 0.61 67.2 0.49
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Base EBITDA 68.5 0.49 53.2 0.39
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Net profit 47.6 0.34 137.4 1.00
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Dividends/distributions 87.3 0.62 84.3 0.62
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(1) Excludes distributions paid to holders of exchangeable shares included
as finance costs prior to Conversion under IFRS.
Just Energy is a TSX listed corporation and it reports in its Management's
Discussion and Analysis, a detailed review of its operating results as measured
by gross margin, Adjusted EBITDA and Base EBITDA. Just Energy also reports the
profit for the period but Management believes that the inclusion of non-cash
mark to market on future supply positions makes this measure less valuable in
measuring performance as this future supply has been sold at fixed prices.
Second Quarter Operating Performance
The second quarter of fiscal 2012 shows the continued positive effects of Just
Energy's diversification efforts over the last two years. Success at the
Commercial division allowed the Company to add 238,000 residential customer
equivalents ("RCEs"), up from 227,000 in the first quarter and caused our total
RCE base to exceed 3.4 million, up 8% from a year earlier.
The acquisition of Hudson has successfully expanded Just Energy's presence in
the commercial gas and electricity markets. This commercial expansion has
allowed the Company to exceed its past record level of customer additions
(140,000 RCE additions) for six consecutive quarters. Higher customer additions
and corporate diversification have offset a difficult price environment and
resultant weak renewals, maintaining gross margin and EBITDA at targeted levels.
A second diversification is the move into green commodity supply through the
JustGreen and JustClean programs. Over the past 12-months, green takeup was 34%
of new residential customers, who purchased an average of 90% as green supply.
Our overall Green book is now 9% of residential natural gas needs (up from 3% a
year ago) and 12% for electricity, up 1% from a year ago. In addition, the
Hudson Solar division has made commitments of approximately $35 million to date.
These projects generate very attractive returns on investment. Overall, Just
Energy's commitment to Green strengthens long-term margins, builds a stronger
customer relationship and allows Just Energy customers and employees to be proud
of their contribution to a cleaner environment.
The National Home Services water heater and HVAC rental and sales operation has
also been a successful diversification with installations growing 42% from
101,000 units to 143,800. Margin from this business was up 73% year over year.
Following quarter end, Just Energy acquired Fulcrum, a Texas marketer who
specializes in affinity sales, a channel Just Energy had not previously pursued.
This acquisition not only is a strategic fit but Fulcrum's existing base of
customers makes the transaction immediately accretive to shareholders. The
Momentis network marketing channel is now starting to see the monthly results
hoped for. Network marketing does not overlap traditional sales channels and
tends to generate sales to customers who would not otherwise buy from a
door-to-door salesperson.
The expansions of JustGreen, JustClean and National Home Services were seen both
in continued marketing success in the second quarter and operating results which
so far exceed growth targets for the year. Management has set targets of 5% per
share growth for both Gross margin and Adjusted EBITDA for the year.
In the second quarter, our $102.6 million gross margin was up 4% per share year
over year. Year to date, gross margin is up 9% per share, well ahead of target.
Administrative costs were up 8% per share to $28.8 million as a result of a
one-tem reduction in accrued litigation expenses in the prior comparative
period. Administrative costs were in line with those of the first quarter of
fiscal 2012 and the fourth quarter of fiscal 2011. Higher margins combined with
lower marketing and bad debt expenses resulted in a growth in Adjusted EBITDA to
$47.9 million, up 25% per share. This is the second consecutive quarter with
Adjusted EBITDA growth over 20%. Year to date, Adjusted EBITDA is up 24% per
share, again well ahead of the 5% target.
Operational measures such as bad debt remained well under control. Losses were
2.5% on the 48% of our sales where we bear this risk, down from 2.6% a year ago.
Our attrition rates were in line with management's expectations and down
significantly from those in fiscal 2011. Canadian attrition was 10%, down from
12% a year ago. U.S. natural gas attrition (our market most affected by the
housing and employment crisis) was 21%, down from the 27% rate reported a year
ago. U.S. electricity attrition was 14%, lower than the 15% reported a year ago.
Renewal rates remained soft averaging 64% versus a target of 70%. The current
stable low commodity price environment is the worst for our core products
however we have focused on renewals by giving the customer a range of options
including Blend and Extend pricing, our new JustClean products and, most
recently, innovative variable price offerings.
The 238,000 RCEs added in the second quarter was the sixth consecutive quarter
with more than 200,000 additions. These are the only six quarters in which Just
Energy has exceeded this level in its 11 year history as a publically traded
entity.
New commercial RCEs made up 154,000 of the 238,000 quarterly additions. In the
first quarter 148,000 of the 227,000 RCEs added were commercial. These customers
have lower annual margins but their aggregation cost and annual customer service
costs are commensurately lower as well. Overall, as can be seen below, the
customer base is up 8% year over year. This is entirely growth through marketing
with no acquired customers in the total.
July 1, Failed to September September
2011 Additions Attrition renew 30, 2011 30, 2010
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Natural gas
Canada 635,000 11,000 (18,000) (31,000) 597,000 689,000 (13%)
United
States 567,000 36,000 (29,000) (4000) 570,000 569,000 0%
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Total gas 1,202,000 47,000 (47,000) (35,000) 1,167,000 1,258,000 (7%)
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Electricity
Canada 704,000 25,000 (17,000) (24,000) 688,000 745,000 (8%)
United
States 1,452,000 166,000 (57,000) (13,000) 1,548,000 1,158,000 34%
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Total
electricit
y 2,156,000 191,000 (74,000) (37,000) 2,236,000 1,903,000 17%
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Combined 3,358,000 238,000 (121,000) (72,000) 3,403,000 3,161,000 8%
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During the quarter, rumours in the capital markets and, in management's belief,
their adverse effect on our share price mandated that Just Energy issue a press
release on October 3, 2011 reaffirming its guidance that the 5% targets for
gross margin and Adjusted EBITDA growth are expected to be achieved in Fiscal
2012. As can be seen from these results, Just Energy remains ahead of the pace
necessary to realize these goals after six months. The release also stated that,
based on these operating results and those expected for the remainder of the
year, Just Energy will be able to comfortably maintain its current $1.24 annual
dividend for the foreseeable future. A second consecutive quarter of
significantly lower payout ratio supports that conclusion.
Dividends for the quarter were $0.31 per share, equal to unit distributions paid
in the prior comparable quarter. Payout ratio on Adjusted EBITDA was 91%, down
from 113% a year ago. Management's expectation is that the annual payout ratio
on our ordinary dividends will be below 100% for fiscal 2012.
As regards to the second quarter, CEO Ken Hartwick noted: "Our operating results
show the benefits of diversifications we have undertaken over the past years.
The past three years have seen very low stable gas and electricity prices. This
makes it more difficult to convince consumers that the stability of a fixed
price justifies a premium. Despite this price environment, we continue to grow
our customer base quarter after quarter. This has been done through new and
innovative product offerings and new businesses such as National Home Services.
The result is the record levels of gross margin and EBITDA seen quarter after
quarter."
"The acquisition of Fulcrum completed just after quarter end is another example
of a strategic move into a new marketing channel, in this case affinity sales.
Past expansions such as Hudson and National Home Services have added substantial
value to Just Energy. Like these acquisitions, Fulcrum's existing customer base
makes the acquisition accretive day one."
Chair Rebecca MacDonald added: "Our second quarter results show a continuation
of the consistent track record of Just Energy since its inception. We target
growth every year and every year we grow. We target a high dividend and every
month, we pay that dividend. We have never missed, cut or delayed a dividend or
distribution in the history of the Company. We have no intention of starting
now."
"Our growth year to date is ahead of the 5% per share targeted for gross margin
and Adjusted EBITDA. Our payout ratio in each of the first two quarters was
below that of the prior year, a year in which we comfortably paid $1.24 to our
shareholders. With our track record, current results and opportunities for
continued growth, there is no justification for our shares yielding over 10%. I
plan to work tirelessly to convince investors that Just Energy is substantially
undervalued."
Just Energy
Just Energy's business primarily involves the sale of natural gas and/or
electricity to residential and commercial customers under long-term fixed-price,
price-protected or variable-priced contracts and green energy products. By
fixing the price of natural gas or electricity under its fixed-price or
price-protected program contracts for a period of up to five years, Just
Energy's customers offset their exposure to changes in the price of these
essential commodities. Just Energy, which commenced business in 1997, derives
its margin or gross profit from the difference between the price at which it is
able to sell the commodities to its customers and the matched term price at
which it purchases the associated volumes from its suppliers. Just Energy also
offers "green" products through its JustGreen and JustClean programs. The
electricity JustGreen product offers the customer the option of having all or a
portion of his or her electricity sourced from renewable green sources such as
wind, run of the river hydro or biomass. The gas JustGreen product offers carbon
offset credits which will allow the customer to reduce or eliminate the carbon
footprint of their home or business.
JustClean products are essentially carbon offsets from carbon capture and
reduction projects as well as green power renewable energy certificates from
green generators. This product can be offered in all states and provinces and is
not dependent on energy deregulation. Management believes that the green
products will not only add to profits, but also increase sales receptivity and
improve renewal rates.
In addition, through National Home Services, Just Energy sells and rents high
efficiency and tankless water heaters, air conditioners and furnaces to Ontario
residents. Through its subsidiary Terra Grain Fuels, Just Energy produces and
sells wheat-based ethanol. Just Energy has also launched, Hudson Solar, a solar
project development platform in New Jersey.
Forward-Looking Statements
Just Energy's press releases may contain forward-looking statements including
statements pertaining to customer revenues and margins, customer additions and
renewals, customer attrition, customer consumption levels, administrative
expenses, Base EBITDA, adjusted EBITDA and treatment under governmental
regulatory regimes. These statements are based on current expectations that
involve a number of risks and uncertainties which could cause actual results to
differ from those anticipated. These risks include, but are not limited to,
levels of customer natural gas and electricity consumption, rates of customer
additions and renewals, rates of customer attrition, fluctuations in natural gas
and electricity prices, changes in regulatory regimes and decisions by
regulatory authorities, competition and dependence on certain suppliers.
Additional information on these and other factors that could affect Just
Energy's operations, financial results or dividends are included in Just
Energy's annual information form and other reports on file with Canadian
securities regulatory authorities which can be accessed through the SEDAR
website at www.sedar.com or through Just Energy's website at
www.justenergygroup.com.
MANAGEMENT'S DISCUSSION AND ANALYSIS ("MD&A") - November 7, 2011
Overview
The following discussion and analysis is a review of the financial condition and
results of operations of Just Energy Group Inc. ("JEGI" or "Just Energy" or the
"Company") (formerly Just Energy Income Fund (the "Fund")) for the three and six
months ended September 30, 2011, and has been prepared with all information
available up to and including November 7, 2011. The financial information
contained herein has been prepared in accordance with International Financial
Reporting Standards ("IFRS"), as issued by the International Accounting
Standards Board. Just Energy's date of transition to IFRS was April 1, 2010.
This analysis should be read in conjunction with the unaudited consolidated
financial statements for the three and six months ended September 30, 2011 as
well as the interim financial statements and MD&A for the three months ended
June 30, 2011 as these documents include additional disclosure related to the
transition to IFRS. All dollar amounts are expressed in Canadian dollars.
Quarterly reports, the annual report and supplementary information can be found
on Just Energy's corporate website at www.justenergygroup.com. Additional
information can be found on SEDAR at www.sedar.com.
Effective January 1, 2011, Just Energy completed the conversion from the Fund to
Just Energy (the "Conversion"). As part of the Conversion, Just Energy Exchange
Corp. ("JEEC") was amalgamated with JEGI and, like the unitholders of the Fund,
the holders of JEEC's Exchangeable Shares received common shares of JEGI on a
one for one basis. JEGI also assumed all of the obligations under the $90m
convertible debentures and $330m convertible debentures.
Just Energy is a corporation established under the laws of Canada and holds
securities and distributes the income of its directly or indirectly owned
operating subsidiaries and affiliates: Just Energy Ontario L.P., Just Energy
Manitoba L.P., Just Energy Quebec L.P., Just Energy (B.C.) Limited Partnership,
Just Energy Alberta L.P., Alberta Energy Savings L.P. ("AESLP"), Just Energy
Illinois Corp., Just Energy New York Corp., Just Energy Indiana Corp., Just
Energy Texas L.P., Just Energy Massachusetts Corp., Just Energy Michigan Corp.,
Just Energy Pennsylvania Corp., Universal Energy Corporation, Commerce Energy
Inc. ("Commerce" or "CEI"), National Energy Corporation (which operates under
the trade name of National Home Services ("NHS")), Hudson Energy Services, LLC
and Hudson Energy Canada Corp. (collectively "Hudson" or "HES"), Momentis Canada
Corp. and Momentis U.S. Corp. (collectively, "Momentis"), Terra Grain Fuels,
Inc. ("TGF"), Hudson Energy Solar Corp ("Hudson Solar") and Just Energy Limited
("JEL").
Just Energy's business primarily involves the sale of natural gas and/or
electricity to residential and commercial customers under long-term fixed-price,
price-protected or variable-priced contracts and green energy products. By
fixing the price of natural gas or electricity under its fixed-price or
price-protected program contracts for a period of up to five years, Just
Energy's customers offset their exposure to changes in the price of these
essential commodities. Variable rate products allow customers to maintain
competitive rates while retaining the ability to lock into a fixed price at
their discretion. Just Energy, which commenced business in 1997, derives its
margin or gross profit from the difference between the price at which it is able
to sell the commodities to its customers and the related price at which it
purchases the associated volumes from its suppliers.
Just Energy also offers green products through its JustGreen and JustClean
programs. The electricity JustGreen product offers customers the option of
having all or a portion of their electricity sourced from renewable green
sources such as wind, run of the river hydro or biomass. The gas JustGreen
product offers carbon offset credits which allows customers to reduce or
eliminate the carbon footprint of their home or business. JustClean products
allow customers in certain jurisdictions to offset their carbon footprint
without purchasing commodity from Just Energy. JustClean can be offered in all
states and provinces and is not dependent on energy deregulation. Management
believes that the JustGreen and JustClean products will not only add to profits,
but also increase sales receptivity and improves renewal rates.
In addition, through National Home Services, Just Energy sells and rents high
efficiency and tankless water heaters, air conditioners and furnaces to Ontario
residents. Through its subsidiary Terra Grain Fuels, Just Energy produces and
sells wheat-based ethanol. Just Energy has also recently launched, Hudson Solar,
a solar project development platform in New Jersey.
On October 3, 2011, Just Energy completed the acquisition of Fulcrum Retail
Holdings LLC ("Fulcrum") with an effective date of October 1, 2011. Fulcrum is a
retail electricity provider operating in Texas and focuses on residential and
small to mid-size commercial customers. Fulcrum markets primarily online and
through targeted affinity marketing channels under the brands, Tara Energy,
Amigo Energy and Smart Prepaid Electric. Although the acquisition was completed
subsequent to September 30, 2011, the financing for the acquisition was
completed on September 22, 2011. Just Energy used the proceeds from the issuance
of $100 million of convertible unsecured subordinated debentures, which bear
interest at a rate of 5.75% per annum payable in arrears on March 31 and
September 30 each year commencing March 31, 2012, to fund the Fulcrum
acquisition and for other general corporate purposes.
Forward-looking information
This MD&A contains certain forward-looking information pertaining to customer
additions and renewals, customer consumption levels, EBITDA, Base EBITDA,
Adjusted EBITDA and treatment under governmental regulatory regimes. These
statements are based on current expectations that involve a number of risks and
uncertainties, which could cause actual results to differ from those
anticipated. These risks include, but are not limited to, levels of customer
natural gas and electricity consumption, extreme weather conditions, rates of
customer additions and renewals, customer attrition, fluctuations in natural gas
and electricity prices, changes in regulatory regimes, decisions by regulatory
authorities and competition, and dependence on certain suppliers. Additional
information on these and other factors that could affect Just Energy's
operations, financial results or distribution levels are included in the June
20, 2011 Annual Information Form and other reports on file with Canadian
security regulatory authorities, which can be accessed on our corporate website
at www.justenergygroup.com or through the SEDAR website at www.sedar.com.
Key terms
"Attrition" means customers whose contracts were terminated early or cancelled
by Just Energy due to delinquent accounts.
"Failed to renew" means customers who did not renew expiring contracts at the
end of their term.
"Gross margin per RCE" represents the gross margin realized on Just Energy's
customer base, including both low margin customers acquired through various
acquisitions and gains/losses from the sale of excess commodity supply.
"$90m convertible debentures" represents the $90 million of convertible
debentures issued by Universal Energy Group Ltd. ("Universal") in October 2007.
JEEC assumed the obligations of the debentures as part of the Universal
acquisition on July 1, 2009. Just Energy assumed the obligations of the
debentures as part of the Conversion. See "Long-term debt and financing" on page
22 for further details.
"$100m convertible debentures" represents the $100 million of convertible
debentures issued by the Company to finance the purchase of Fulcrum Retail
Holdings LLC, effective October 1, 2011. See "Long-term debt and financing" on
page 22 for further details.
"$330m convertible debentures" represents the $330 million of convertible
debentures issued by Just Energy Income Fund to finance the purchase of Hudson,
effective May 1, 2010. Just Energy assumed the obligations of the debentures as
part of the Conversion. See "Long-term debt and financing" on page 22 for
further details.
"LDC" means a local distribution company; the natural gas or electricity
distributor for a regulatory or governmentally defined geographic area.
"RCE" means residential customer equivalent or the "customer", which is a unit
of measurement equivalent to a customer using, as regards natural gas, 2,815 m3
(or 106 GJs or 1,000 Therms or 1,025 CCFs) of natural gas on an annual basis
and, as regards electricity, 10 MWh (or 10,000 kWh) of electricity on an annual
basis, which represents the approximate amount of gas and electricity,
respectively, used by a typical household in Ontario.
"Large commercial customer" means customers representing more than 15 RCEs.
Non-GAAP financial measures
Just Energy's financial statements are prepared in compliance with IFRS. All
non-GAAP financial measures do not have standardized meanings prescribed by IFRS
and are therefore unlikely to be comparable to similar measures presented by
other issuers.
Just Energy converted from an income trust to a corporation on January 1, 2011.
Under the corporate structure, management believes that Adjusted EBITDA is the
best basis for analyzing the financial results of Just Energy.
EBITDA
"EBITDA" represents earnings before finance costs, taxes, depreciation and
amortization. This is a non-GAAP measure which reflects the pre-tax
profitability of the business.
Base EBITDA
"Base EBITDA" represents EBITDA adjusted to exclude the impact of mark to market
gains (losses) arising from IFRS requirements for derivative financial
instruments on future supply positions. This measure reflects operating
profitability as mark to market gains (losses) are associated with supply
already sold at future fixed prices.
Just Energy ensures that customer margins are protected by entering into
fixed-price supply contracts. Under IFRS, the customer margins are not marked to
market but there is a requirement to mark to market its future supply contracts.
This creates unrealized gains (losses) depending upon current supply pricing
volatility. Management believes that these short - term mark to market non-cash
gains (losses) do not impact the long-term financial performance of Just Energy
and have therefore excluded it from the Base EBITDA calculation.
Adjusted EBITDA
"Adjusted EBITDA" represents Base EBITDA adjusted to deduct selling and
marketing costs sufficient to maintain existing levels of gross margin and
maintenance capital expenditures necessary to sustain existing operations. This
adjustment results in the exclusion of the marketing that Just Energy carried
out and the capital expenditures that it had made to add to its future
productive capacity. Management believes this is a useful measure of operating
performance for investors.
Embedded gross margin
"Embedded gross margin" is a rolling five-year measure of management's estimate
of future contracted gross margin. It is the difference between existing
customer contract prices and the cost of supply for the remainder of term, with
appropriate assumptions for customer attrition and renewals. It is assumed that
expiring contracts will be renewed at target margin and renewal rates.
Financial highlights
For the three months ended September 30
(thousands of dollars, except where indicated and per unit/share amounts)
Fiscal 2012 Fiscal 2011
Per
Per share Per
share change unit
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Sales $ 600,043 $ 4.26 (11)% $ 657,878 $ 4.78
Gross margin 102,561 0.73 4 % 96,719 0.70
Administrative
expenses 28,774 0.20 8 % 25,963 0.19
Finance costs 14,340 0.10 9 % 12,823(3) 0.09
Net loss(1) (3,494) (0.02) (97)% (133,436) (0.97)
Dividends/distributio
ns 43,691 0.31 0 % 42,276 0.31
Base EBITDA(2) 38,604 0.27 20 % 31,441 0.23
Adjusted EBITDA(2) 47,894 0.34 25 % 37,497 0.27
Payout ratio on Base
EBITDA 113 % 134 %
Payout ratio on
Adjusted EBITDA 91 % 113 %
For the six months ended September 30
(thousands of dollars, except where indicated and per unit/share amounts)
Fiscal 2012 Fiscal 2011
Per
Per share Per
share change unit
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Sales $ 1,226,243 $ 8.72 (5)% $ 1,267,562 $ 9.21
Gross margin 196,822 1.40 9 % 177,074 1.29
Administrative
expenses 57,058 0.41 2 % 54,804 0.40
Finance costs 28,132 0.20 21 % 22,760(3) 0.17
Net income(1) 47,638 0.34 (66)% 137,353 1.00
Dividends/distributio
ns 87,296 0.62 0 % 84,346 0.62
Base EBITDA(2) 68,471 0.49 26 % 53,239 0.39
Adjusted EBITDA(2) 85,325 0.61 24 % 67,223 0.49
Payout ratio on Base
EBITDA 127 % 158 %
Payout ratio on
Adjusted EBITDA 102 % 125 %
(1)Net income (loss) includes the impact of unrealized gains (losses), which
represent the mark to market of future commodity supply acquired to cover
future customer demand. The supply has been sold to customers at fixed
prices, minimizing any realizable impact of mark to market gains and losses.
(2)See discussion of Non-GAAP financial measures on page 2.
(3)Excludes distributions paid to holders of exchangeable shares and
equivalents prior to Conversion included as finance costs under IFRS.
International Financial Reporting Standards
Just Energy has adopted IFRS as the basis for reporting its financial results
commencing with the interim financial statements of fiscal 2012 and using April
1, 2010 as the transition date. The comparative figures for fiscal 2011 have
been restated in accordance with the Company's IFRS accounting policies. The
interim financial statements and MD&A for the three months ended June 30, 2011
includes additional disclosure relating to the transition to IFRS and therefore,
should be read in conjunction with the MD&A and financial statements for the
three and six months ended September 30, 2011.
Operations
Natural gas
Just Energy offers natural gas customers a variety of products ranging from
month-to-month variable-price offerings to five-year fixed-price contracts. For
fixed-price contracts, Just Energy purchases gas supply through physical or
financial transactions with market counterparts in advance of marketing, based
on forecast customer aggregation for residential and small commercial customers.
For larger commercial customers, gas supply is generally purchased concurrently
with the execution of a contract.
The LDC provides historical customer usage which, when normalized to average
weather, enables Just Energy to purchase the expected normal customer load.
Furthermore, Just Energy mitigates exposure to weather variations through active
management of the gas portfolio, which involves, but is not limited to, the
purchase of options including weather derivatives. Just Energy's ability to
mitigate weather effects is limited by the severity of weather from normal. To
the extent that balancing requirements are outside the forecast purchase, Just
Energy bears the financial responsibility for fluctuations in customer usage.
Volume variances may result in either excess or short supply. In the case of
under consumption by the customer, excess supply is sold in the spot market
resulting in either a gain or loss compared to the weighted average cost of
supply. Further, customer margin is normally lower with such a decrease in
consumption. In the case of greater than expected gas consumption, Just Energy
must purchase the short supply in the spot market resulting in either a gain or
loss compared to the weighted average cost of supply. Consequently, customer
margin can increase with this increase in consumption. To the extent that supply
balancing is not fully covered through active management or the options
employed, Just Energy's customer gross margin may be reduced or increased
depending upon market conditions at the time of balancing. Under some commercial
contract terms, this balancing may be passed onto the customer.
Ontario, Quebec, British Columbia and Michigan
In Ontario, Quebec, British Columbia and Michigan, the volumes delivered for a
customer typically remain constant throughout the year. Just Energy does not
recognize sales until the customer actually consumes the gas. During the winter
months, gas is consumed at a rate that is greater than delivery and, in the
summer months, deliveries to LDCs exceed customer consumption. Just Energy
receives cash from the LDCs as the gas is delivered, which is even throughout
the year.
Manitoba, Alberta and Saskatchewan
In Manitoba, Alberta and Saskatchewan, the volume of gas delivered is based on
the estimated consumption for each month. Therefore, the amount of gas delivered
in winter months is higher than in the spring and summer months. Consequently,
cash received from customers and LDCs will be higher in the winter months.
New York, Illinois, Indiana, Ohio, California and Pennsylvania
In New York, Illinois, Indiana, Ohio, California and Pennsylvania, the volume of
gas delivered is based on the estimated consumption and storage requirements for
each month. Therefore, the amount of gas delivered in winter months is higher
than in the spring and summer months. Consequently, cash flow received from
these states is greatest during the third and fourth (winter) quarters, as cash
is normally received from the LDCs in the same period as customer consumption.
Electricity
In Ontario, Alberta, New York, Texas, Illinois, Pennsylvania, New Jersey,
Maryland, Michigan, California and Massachusetts, Just Energy offers a variety
of solutions to its electricity customers, including fixed-price and
variable-price products on both short-term and longer-term electricity
contracts. Some of these products provide customers with price-protection
programs for the majority of their electricity requirements. The customers
experience either a small balancing charge or credit (pass-through) on each bill
due to fluctuations in prices applicable to their volume requirements not
covered by a fixed price. Just Energy uses historical usage data for all
enrolled customers to predict future customer consumption and to help with
long-term supply procurement decisions.
Just Energy purchases power supply through physical or financial transactions
with market counterparties in advance of marketing for residential and small
commercial customers based on forecast customer aggregation. Power supply is
generally purchased concurrently with the execution of a contract for larger
commercial customers. The LDC provides historical customer usage which, when
normalized to average weather, enables Just Energy to purchase to expected
normal customer load. Furthermore, Just Energy mitigates exposure to weather
variations through active management of the power portfolio. The expected cost
of this strategy is incorporated into the price to the customer. Our ability to
mitigate weather effects is limited by the severity of weather from normal. To
the extent that balancing requirements are outside the forecast purchase, Just
Energy bears the financial responsibility for excess or short supply caused by
fluctuations in customer usage. In the case of under consumption by the
customer, excess supply is sold in the spot market resulting in either a gain or
loss in relation to the original cost of supply. Further, customer margin is
normally lower as a result of the decrease in consumption. In the case of
greater than expected power consumption, Just Energy must purchase the short
supply in the spot market resulting in either a gain or loss in relation to the
fixed cost of supply. Customer margin generally increases proportionately to the
increase in consumption. To the extent that supply balancing is not fully
covered through customer pass-throughs or active management or the options
employed, Just Energy's customer gross margin may be impacted depending upon
market conditions at the time of balancing.
JustGreen
Customers have the ability to choose an appropriate JustGreen program to
supplement their electricity and natural gas contracts, providing an effective
method to offset their carbon footprint associated with the respective commodity
consumption.
JustGreen programs for electricity customers involve the purchase of power from
green generators (such as wind, solar, run of the river hydro or biomass) via
power purchase agreements and renewable energy certificates. JustGreen programs
for gas customers involve the purchase of carbon offsets from carbon capture and
reduction projects.
JustClean
In addition to its traditional commodity marketing business, Just Energy allows
customers to effectively manage their carbon footprint without buying energy
commodity products by signing a JustClean contract. The JustClean products are
carbon offsets purchased from carbon capture and reduction projects as well as
green power renewable energy certificates purchased from green generators. This
product can be offered in all states and provinces and is not dependent on
energy deregulation.
Blend and Extend program
As part of Just Energy's retention efforts, electricity and natural gas
customers may be contacted for early renewal of their contracts under a Blend
and Extend offer. These customers are offered a lower rate, compared to their
current contracted rate, but the term of their contract is extended up to five
more years. Consequently, Just Energy may experience a reduction in margins in
the short term but will gain additional future margins.
Consumer (Residential) Energy division
The sale of gas and electricity to customers of 15 RCEs and less is undertaken
by the Consumer Energy division. The marketing of energy products of this
division is primarily done door-to-door through 860 independent contractors, the
Momentis network marketing operation and Internet-based and telephone marketing
efforts. The total number of independent contractors increased during the
quarter as a result of the expansion of sales efforts in existing offices.
Approximately 56% of Just Energy's customer base resides within the Consumer
Energy division, which is currently focused on longer-term price-protected and
variable offerings of commodity products, JustGreen and JustClean. To the extent
that certain markets are better served by shorter-term or enhanced variable rate
products, the Consumer Energy independent contractors also offer these products.
Commercial Energy division
Customers with annual consumption over 15 RCEs are served by the Commercial
Energy division. These sales are made through three main channels: door-to-door
commercial independent contractors; inside commercial sales representatives; and
sales through the broker channel using the commercial platform acquired with the
Hudson purchase. Commercial customers make up about 44% of Just Energy's
customer base. Products offered to commercial customers can range from standard
fixed price offerings to "one off" offerings, which are tailored to meet the
customer's specific needs. These products can be either fixed or floating rate
or a blend of the two, and normally have terms of less than five years. Margin
per RCE for this division is lower than residential margins but customer
aggregation costs and ongoing customer care costs are lower as well on a per RCE
basis. Commercial customers tend to have combined attrition and failed-to-renew
rates which are lower than those of residential customers.
Home Services division
NHS began operations in April 2008 and provides Ontario residential customers
with a long-term water heater, furnace and air conditioning rental, offering
high efficiency conventional and power vented tanks and tankless water heaters
and high efficiency furnaces and air conditioners. NHS markets through
approximately 260 independent contractors in Ontario. See page 15 for additional
information.
Ethanol division
Just Energy owns and operates TGF, a 150-million-litre capacity wheat-based
ethanol plant located in Belle Plaine, Saskatchewan. The plant produces
wheat-based ethanol and high protein distillers' dried grain ("DDG"). On January
4, 2011, Just Energy acquired the 33.3% interest in TGF that was previously
owned by EllisDon Design Build Inc. ("EllisDon") pursuant to a put option
exercised by EllisDon. See page 16 for additional information on TGF.
Network Marketing division
Just Energy owns and operates Momentis, a network marketing company operating
within Canada and the U.S. Independent representatives educate consumers about
the benefits of energy deregulation and sell them products offered by Just
Energy as well as a number of other products. Independent representatives are
rewarded through commissions earned based on new customers added. For the three
months ended September 30, 2011, there were 6,200 independent representatives
added, bringing the total number to 11,100.
Solar division
Hudson Solar, a solar project development platform in New Jersey, brings
renewable energy directly to the consumer, enabling them to reduce their
environmental impact and energy costs. Hudson Solar installs solar systems on
residential or commercial sites, maintaining ownership of the system and
providing maintenance and monitoring of the system for a period of up to 20
years. Hudson Solar sells the energy generated by the solar panels back to the
customer. This division will contribute to operating metrics through commodity
sales, renewable energy credit offset sales and tax incentives. To date, the
division has made commitments of approximately $35 million with the status of
the associated projects ranging from contracted to completed.
Adjusted EBITDA
For the three months ended September 30
(thousands of dollars)
Fiscal 2012 Fiscal 2011
---------------------------------------------
Per share Per unit
Reconciliation to income
statement
Profit (loss) attributable to
shareholders of Just Energy $ (3,494) $ (0.02) $ (133,733) $ (0.97)
Add (subtract):
Finance costs 14,340 15,605
Provision for (recovery of)
income tax 14,925 (95,203)
Capital tax - 26
Amortization 37,729 40,610
---------------------------------------------
EBITDA $ 63,500 $ 0.45 $ (172,695) $ (1.25)
Add (subtract):
Change in fair value of
derivative instruments (24,896) 204,136
---------------------------------------------
Base EBITDA 38,604 $ 0.27 31,441 $ 0.23
Add (subtract):
Selling and marketing expenses
to add gross margin 10,342 7,689
Maintenance capital
expenditures (1,052) (1,633)
---------------------------------------------
Adjusted EBITDA $ 47,894 $ 0.34 $ 37,497 $ 0.27
---------------------------------------------
---------------------------------------------
Adjusted EBITDA
Gross margin per financial
statements $ 102,561 $ 0.73 $ 96,719 $ 0.70
Add (subtract):
Administrative expenses (28,774) (25,963)
Selling and marketing expenses (35,302) (36,950)
Bad debt expense (6,451) (6,694)
Stock based compensation (2,925) (2,573)
Amortization included in cost
of sales/selling and marketing
expenses 6,661 6,463
Other income/expenses 2,834 439
---------------------------------------------
Base EBITDA 38,604 $ 0.27 31,441 $ 0.23
Selling and marketing expenses
to add gross margin 10,342 7,689
Maintenance capital
expenditures (1,052) (1,633)
---------------------------------------------
Adjusted EBITDA $ 47,894 $ 0.34 $ 37,497 $ 0.27
---------------------------------------------
---------------------------------------------
Distributions/dividends paid
Distributions and dividends $ 42,722 $ 39,756
Class A preference share
distributions - 1,632
Restricted share grants/unit
appreciation rights and
deferred share grant/deferred
unit grant distributions 969 888
---------------------------------------------
Total distributions/dividends $ 43,691 $ 0.31 $ 42,276 $ 0.31
---------------------------------------------
---------------------------------------------
Adjusted fully diluted average
number of units/shares
outstanding(1) 140.9m 137.7m
(1)The per share/unit amounts are calculated on an adjusted fully diluted
basis, removing the impact of the $330m, $100m and $90m convertible
debentures as all will be anti-dilutive in future periods.
Adjusted EBITDA
For the six months ended September 30
(thousands of dollars)
Fiscal 2012 Fiscal 2011
---------------------------------------------
Per share Per unit
Reconciliation to income
statement
Profit attributable to
shareholders of Just Energy $ 47,638 $ 0.34 $ 139,676 $ 1.01
Add (subtract):
Finance costs 28,132 28,360
Provision for (recovery of)
income tax 22,146 (57,745)
Capital tax - 159
Amortization 75,148 74,200
---------------------------------------------
EBITDA $ 173,064 $ 1.23 $ 184,650 $ 1.34
Subtract:
Change in fair value of
derivative instruments (104,593) (131,411)
---------------------------------------------
Base EBITDA 68,471 $ 0.49 53,239 $ 0.39
Add (subtract):
Selling and marketing expenses
to add gross margin 20,473 17,070
Maintenance capital
expenditures (3,619) (3,086)
---------------------------------------------
Adjusted EBITDA $ 85,325 $ 0.61 $ 67,223 $ 0.49
---------------------------------------------
---------------------------------------------
Adjusted EBITDA
Gross margin per financial
statements $ 196,822 $ 1.40 $ 177,074 $ 1.29
Add (subtract):
Administrative expenses (57,058) (54,804)
Selling and marketing expenses (69,856) (66,708)
Bad debt expense (13,265) (12,443)
Stock based compensation (4,606) (4,583)
Amortization included in cost
of sales/selling and marketing
expenses 13,435 10,961
Other income/expenses 2,999 3,742
---------------------------------------------
Base EBITDA 68,471 $ 0.49 53,239 $ 0.39
Selling and marketing expenses
to add gross margin 20,473 17,070
Maintenance capital
expenditures (3,619) (3,086)
---------------------------------------------
Adjusted EBITDA $ 85,325 $ 0.61 $ 67,223 $ 0.49
---------------------------------------------
---------------------------------------------
Distributions/dividends paid
Distributions and dividends $ 85,242 $ 79,348
Class A preference share
distributions - 3,264
Restricted share grants/unit
appreciation rights and
deferred share grant/deferred
unit grant distributions 2,054 1,734
---------------------------------------------
Total distributions/dividends $ 87,296 $ 0.62 $ 84,346 $ 0.62
---------------------------------------------
---------------------------------------------
Adjusted fully diluted average
number of units/shares
outstanding(1) 140.6 m 137.5m
(1)The per share/unit amounts are calculated on an adjusted fully diluted
basis, removing the impact of the $330m, $100m and $90m convertible
debentures as all will be anti-dilutive in future periods.
Base EBITDA differs from EBITDA in that the impact of the mark to market gains
(losses) from the financial instruments is removed as management believes that
these short-term mark to market non-cash gains (losses) do not impact the
long-term financial performance. For Adjusted EBITDA, selling and marketing
expenses used for increasing gross margin are also removed along with
maintenance capital expenditures being deducted. With the conversion from an
income trust to a corporation effective January 1, 2011, management believes
that Adjusted EBITDA is the best measure of operating performance.
Adjusted EBITDA amounted to $47.9 million ($0.34 per share) in the second
quarter of fiscal 2012, an increase of 25% per share/unit from $37.5 million
($0.27 per unit) in the prior comparable quarter. This increase is attributable
to the increase in gross margin as well as higher other income quarter over
quarter. Gross margin increased 6% overall with higher margin contribution from
NHS and TGF as gross margin attributable to gas and electricity marketing stayed
constant quarter over quarter.
Administrative expenses increased by 11% from $26.0 million to $28.8 million
quarter over quarter but were in line with the amount recorded in the previous
two quarters. The increase over the prior comparable quarter was due to a
one-time expense reduction in the prior comparative period as well as the
additional $0.7 million spent on the expansion of Momentis, our network
marketing sales channel, and Hudson Solar. Selling and marketing expenses for
the three months ended September 30, 2011 were $35.3 million, a 4% decrease from
$37.0 million reported in the prior comparative quarter. The sales and marketing
expenses representing the costs associated with maintaining gross margin, which
are deducted in Adjusted EBITDA, were $21.3 million for the three months ended
September 30, 2011, a decrease of 15% from $25.1 million in the prior comparable
quarter. Bad debt expense was $6.5 million for the three months ended September
30, 2011, a 4% decrease from $6.7 million recorded for the prior comparable
quarter. In addition, other income/expense increased from $0.4 million to $2.8
million as a result of the hedging gain on the investment of the proceeds from
the issuance of the $100m convertible debentures.
Dividends and distributions paid for the three months ended September 30, 2011
were $43.7 million, an increase of 3% from the prior comparative quarter as a
result of the dividends paid to JEEC shareholders being only 66.67% of that
which was paid to JEGI shareholders and a higher number of shares versus units
outstanding. The payout ratio on Base EBITDA was 113% for the three months ended
September 30, 2011, versus 134% in the prior comparative quarter. For the three
months ended September 30, 2011, the payout ratio on Adjusted EBITDA was 91%,
versus 113% in the prior comparative quarter.
For the six months ended September 30, 2011, Adjusted EBITDA amounted to $85.3
million ($0.61 per share), an increase of 27% (24% per share/unit) from $67.2
million ($0.49 per unit) in the prior comparable period. For the current
six-month-period, gross margin increased by 11% (9% per share/unit). Dividends
and distributions for the six months ended September 30, 2011 were $87.3 million
($0.62 per share), an increase of 3% from the prior comparative period. The
payout ratio on Base EBITDA was 127% for the six months ended September 30,
2011, versus 158% in the prior comparative quarter. For the six months ended
September 30, 2011, the payout ratio on Adjusted EBITDA was 102%, versus 125% in
the prior comparative quarter.
For further information on the changes in the gross margin, please refer to "Gas
and electricity marketing" on page 10 and "Administrative expenses", "Selling
and marketing expenses", "Bad debt expense" and "Finance costs", which are
further clarified on pages 17 through 19.
Future embedded gross margin
Management's estimate of the future embedded gross margin is as follows:
Sept. 11 Sept. 11 vs.
(millions of As at Sept. As at June vs. June 11 As at Sept. Sept. 10
dollars) 30, 2011 30, 2011 Variance 30, 2010 Variance
-------------------------------------------------------------
Canada (CAD$) $ 603.9 $ 622.1 (3)% $ 708.8 (15)%
United States
(US$) 866.7 851.3 2% 778.8 11%
Total (CAD$) 1,512.4 1,443.1 5% 1,510.9 -
Management's estimate of the future contracted gross margin amounted to $1,512.4
million at as September 30, 2011, an increase of 5% during the quarter. The
future embedded gross margin for Canada decreased by 3% from $622.1 million at
June 30, 2011 to $603.9 million at September 30, 2011. The embedded margins in
Canada declined over the three months due to a challenging price environment for
renewals and new customer additions resulting in a net customer loss of 4%
during the quarter. This decline was offset by the 2% growth in U.S. future
embedded gross margin from $851.3 million to $866.7 million. The growth in
embedded margins is less than Just Energy's growth in customer base because
commercial customers, which make up a growing percentage of new additions, have
lower margins and shorter contract terms than residential customers. However,
the commercial customer base also results in lower customer aggregation costs
and lower annual customer servicing costs, which are not captured in embedded
margin. The embedded margin calculation includes the future margin associated
with the energy marketing divisions only. Any future embedded margin associated
with NHS, TGF or Hudson Solar is excluded from the embedded margin outlined
above.
The U.S. dollar strengthened against the Canadian dollar during the quarter,
resulting in an increase of $72.5 million in total future embedded gross margin.
Summary of quarterly results
(thousands of dollars, except per unit/share amounts)
Fiscal 2012 Fiscal 2012 Fiscal 2011 Fiscal 2011
Q2 Q1 Q4 Q3
----------------------------------------------------
Sales $ 600,043 $ 626,200 $ 941,334 $ 744,296
Gross margin 102,561 94,261 172,404 132,084
Administrative expenses 28,774 28,284 28,367 26,299
Finance costs 14,340 13,792 13,646 15,679(2)
Net income (loss) (3,494) 51,132 37,119 178,468
Net income (loss) per
unit/share - basic (0.03) 0.37 0.27 1.41
Net income (loss) per
unit/share - diluted (0.03) 0.35 0.23 1.16
Dividends/distributions
paid 43,691 43,605 43,208 42,450
Base EBITDA 38,604 29,867 109,282 68,823
Adjusted EBITDA 47,894 37,431 114,934 76,800
Payout ratio on Base
EBITDA 113% 146% 40% 62%
Payout ratio on Adjusted
EBITDA 91% 116% 38% 55%
Fiscal Fiscal Fiscal Fiscal
2011 2011 2010 2010
Q2 Q1 Q4(1) Q3(1)
----------------------------------------------------
Sales $ 657,878 $ 609,684 $ 838,596 $ 629,966
Gross margin 96,719 80,355 155,815 111,947
Administrative expenses 25,963 28,841 22,405 24,767
Finance costs 12,823(2) 9,937(2) 5,565 5,143
Net income (loss) (133,436) 270,789 (79,211) 97,390
Net income (loss) per
unit - basic (1.07) 2.19 (0.59) 0.73
Net income (loss) per
unit - diluted (1.07) 1.78 (0.59) 0.73
Distributions paid 42,276 42,070 68,161(3) 41,248
Base EBITDA 31,441 21,798 107,036 58,543
Adjusted EBITDA 37,497 29,726 108,962 60,564
Payout ratio on Base
EBITDA 134% 193% 64% 70%
Payout ratio on Adjusted
EBITDA 113% 142% 63% 68%
(1)Quarterly information prepared using Canadian GAAP as prior to IFRS
transition date.
(2)Excludes distributions paid to holders of exchangeable shares prior to
Conversion included as finance costs under IFRS.
(3)Includes special distribution of $26.7 million paid in January 2010.
Just Energy's results reflect seasonality, as consumption is greatest during the
third and fourth quarters (winter quarters). While year over year quarterly
comparisons are relevant, sequential quarters will vary materially. The main
impact of this will be higher Base and Adjusted EBITDA and lower payout ratios
in the third and fourth quarters, and lower Base and Adjusted EBITDA and higher
payout ratios in the first and second quarters.
Analysis of the second quarter
Sales decreased by 9% quarter over quarter to $600.0 million from $657.9
million. Sales from gas and electricity marketing decreased by 11% quarter over
quarter primarily as a result of lower commodity prices. This decrease was
slightly offset by higher sales for NHS and TGF. Gross margin increased by 6%
quarter over quarter due t o an increase in margin contribution from NHS and
TGF. Gross margin from gas and electricity marketing did not materially change
in comparison with the second quarter of fiscal 2011 as the margin was impacted
by the increase in the number of commercial and variable rate customers quarter
over quarter.
Net loss for the three months ended September 30, 2011 was $3.5 million,
representing a loss per share of $0.03, on a basic and diluted basis. For the
prior comparative quarter, net loss was $133.7 million, representing a loss of
$1.07, both on a basic and diluted per unit basis. The change in fair value of
derivative instruments resulted in a gain of $24.9 million for the current
quarter, in comparison with a loss of $204.1 million in the second quarter of
the prior fiscal year. The fair value of derivative instruments represents the
mark to market of future commodity supply acquired to cover future customer
demand. The supply has been sold to customers at future fixed prices, minimizing
any realizable impact of mark to market gains and losses.
Adjusted EBITDA increased by 28% to $47.9 million for the three months ended
September 30, 2011. This increase is attributable to the increase in gross
margin and other income and lower sales and marketing costs. Base EBITDA (after
all selling and marketing costs) increased by 23% (20% per share/unit) to $38.6
million for the three months ended September 30, 2011, up from $31.4 million in
the prior comparable quarter.
Dividends/distributions paid were $43.7 million, a 3% increase from $42.3
million paid in the prior comparative quarter. The increase is due to the
increase in outstanding shares as the annual dividend/distribution rate was
unchanged at $1.24 per year. In the prior year, JEEC exchangeable shares were
paid dividends equal to 66.67% of the Fund's distributions. These shares have
now been exchanged for JEGI common shares and receive the $1.24 annual
dividends. Payout ratio on Adjusted EBITDA was 91% for the three months ended
September 30, 2011, compared with 113% in the prior comparable quarter.
Gas and electricity marketing
For the three months ended September 30
(thousands of dollars)
Fiscal Fiscal
2012 2011
---------- ----------
United United
Sales Canada States Total Canada States Total
-------------
Gas $54,406 $37,399 $91,805 $77,614 $55,927 $133,541
Electricity 125,662 335,972 461,634 165,578 322,075 487,653
----------------------------------------------------------------------------
$180,068 $373,371 $553,439 $243,192 $378,002 $621,194
----------------------------------------------------------------------------
Decrease (26)% (1)% (11)%
United United
Gross Margin Canada States Total Canada States Total
-------------
Gas $7,378 $2,183 $9,561 $2,936 $(461) $2,475
Electricity 19,469 59,023 78,492 27,805 57,901 85,706
----------------------------------------------------------------------------
$26,847 $61,206 $88,053 $30,741 $57,440 $88,181
----------------------------------------------------------------------------
Increase
(decrease) (13)% 7% 0%
Gas and electricity marketing
For the six months ended September 30
(thousands of dollars)
Fiscal Fiscal
2012 2011
---------- ----------
United United
Sales Canada States Total Canada States Total
-------------
Gas $177,684 $116,571 $294,255 $207,329 $128,975 $336,304
Electricity 245,711 601,270 846,981 326,208 546,989 873,197
----------------------------------------------------------------------------
$423,395 $717,841 $1,141,236 $533,537 $675,964 $1,209,501
----------------------------------------------------------------------------
Increase
(decrease) (21)% 6% (6)%
United United
Gross Margin Canada States Total Canada States Total
-------------
Gas $24,225 $10,441 $34,666 $15,067 $4,823 $19,890
Electricity 37,939 100,570 138,509 53,801 94,671 148,472
----------------------------------------------------------------------------
$62,164 $111,011 $173,175 $68,868 $99,494 $168,362
----------------------------------------------------------------------------
Increase
(decrease) (10)% 12% 3%
Sales for the three months ended September 30, 2011 were $553.4 million, a
decrease of 11% from $621.2 million in the prior comparable quarter. The sales
decline was the result of a gradual reduction in average price within the
customer base as new customers signed and customer renewals are at much lower
prices than that of customers expiring or lost through attrition. Gross margins
were $88.1 million for the quarter, in line with the $88.2 million earned during
the three months ended September 30, 2010. The margin was flat quarter over
quarter despite an 8% increase in customers reflecting the increase in the
number of commercial and variable rate customers in the past year, which are
replacing higher-margin customers lost through attrition and failure to renew.
For the six months ended September 30, 2011, sales were $1,141.2 million, a
decrease of 6% from $1,209.5 million reported in the prior comparable period.
Gross margin was $173.2 million for the six months ended September 30, 2011, an
increase of 3% from $168.4 million earned in the first half of fiscal 2010.
Canada
Sales were $180.1 million for the three months ended September 30, 2011, down
26% from $243.2 million in the prior comparable quarter. Gross margins were
$26.8 million in the second quarter, a decrease of 13% from $30.7 million in the
prior comparable period. For the six months ended September 30, 2011, sales and
gross margin were $423.4 million and $62.2 million, respectively, representing
decreases of 21% in sales and 10% in gross margin over the comparative period of
fiscal 2011. The number of long-term customers in Canada has decreased by 10%
during the past year.
Gas
Canadian gas sales were $54.4 million, a decrease of 30% from $77.6 million in
the three months ended September 30, 2010. This decrease is a result of the
Canadian gas customer base falling by 13% year over year as well as the decline
in commodity prices reflected in recent contract offerings. Gross margin
totalled $7.4 million, up 151% from the prior comparative quarter despite the
customer decline. The prior comparable quarter included significant losses on
the sale of excess gas at low spot prices from the warm winter experienced in
fiscal 2010.
For the six months ended September 30, 2011, sales amounted to $177.7 million, a
decrease of 14% from $207.3 million recorded in the prior comparable period due
to the declining customer base. Gross margin increased by 61% from $15.1 million
to $24.2 million as a result of the losses on the sale of excess gas experienced
in the prior comparative period.
After allowance for balancing and inclusive of acquisitions, realized average
gross margin per customer ("GM/RCE") for the rolling 12-months ended September
30, 2011, amounted to $176/RCE compared to $177/RCE for the prior comparable
quarter. The GM/RCE value includes an appropriate allowance for the bad debt
expense in Alberta.
Electricity
Electricity sales in Canada were $125.7 million for the three months ended
September 30, 2011, a decrease of 24% from the prior comparable quarter due to
an 8% decline in RCEs as well as recent product offerings being at lower prices
in order to remain competitive with very low current utility prices. Gross
margin decreased by 29% quarter over quarter to $19.5 million versus $27.8
million in the prior three-month period. The decrease was a result of expiring
higher margin customers being replaced with new lower margin customers. The
customers aggregated by the Consumer Energy division continued to underperform
due to competitive pressures from low utility prices in Ontario.
For the six months ended September 30, 2011, sales amounted to $245.7 million, a
decrease of 25% from $326.2 million recorded in the prior comparable period due
to the declining customer base. Gross margin decreased by 29% to $37.9 million
for the six months ended September 30, 2011 over the prior comparable period.
Realized average gross margin per customer in Canada after all balancing and
including acquisitions for the rolling 12-months ended September 30, 2011,
amounted to $114/RCE, a decrease from $143/RCE in the prior comparative period
primarily due to the cumulative effect of new lower margin contracts sold to
compete against the very low utility price in the Ontario market. JustGreen
sales had a positive impact on margins per customer but this was more than
offset by pricing required to compete against the regulated utility floating
rate in Ontario. Management believes that this lower margin level will remain
for the foreseeable future. The GM/RCE value includes an appropriate allowance
for the bad debt expense in Alberta.
United States
Sales for the second quarter of fiscal 2012 were $373.4 million, a decrease of
1% from $378.0 million in the three months ended September 30, 2010. Gross
margin was $61.2 million, up 7% from $57.4 million in the prior comparable
period. For the six months ended September 30, 2011, sales increased by 6% to
$717.8 million over the prior comparable period. Gross margin for the six months
ended September 30, 2011 was $111.0 million, an increase of 12% from $99.5
million recorded in the prior comparable period.
Gas
For the three months ended September 30, 2011, gas sales and gross margin in the
U.S. totalled $37.4 million and $2.2 million, respectively, versus $55.9 million
and $(0.5) million, respectively, in the prior comparable quarter. Total gas
customers remained relatively unchanged year over year. The sales decrease of
33% was the result of a gradual reduction in average price within the customer
base as renewals and new customers signed are at much lower prices than that of
customers expiring or lost through attrition.
Despite the 33% decline in sales, gross margin increased year over year even
though the number of long-term customers remaining relatively flat year over
year. In the prior comparable quarter, the U.S gas markets experienced a sharp
decline in consumption due the record warm winter of fiscal 2010 and high third
party losses on the sale of the excess gas. The current year reflects closer to
normal weather and consumption.
For the six months ended September 30, 2011, sales amounted to $116.6 million, a
decrease of 10% from $129.0 million recorded in the prior comparable period due
to the change in products offered to remain competitive. Gross margin more than
doubled from $4.8 million to $10.4 million for the six months ended September
30, 2011 primarily as a result of closer to normal weather and consumption
versus the high losses on sale of excess gas experienced in the prior comparable
period.
Average realized gross margin after all balancing costs for the rolling 12
months ended September 30, 2011, was $145/RCE, a decrease from $161/RCE. This is
due to the inclusion of lower margin commercial customers offsetting the lower
losses on sale of excess gas. The GM/RCE value includes an appropriate allowance
for bad debt expense in Illinois and California.
Electricity
U.S. electricity sales and gross margin for the three months ended September 30,
2011 were $336.0 million and $59.0 million, respectively, versus $322.1 million
and $57.9 million, in the second quarter of fiscal 2011. Sales increased 4% due
to a 34% increase in long-term customers year over year, attributable to the
strong marketing growth by the Commercial Energy division. Sales increased less
than the increase in customers due to an increase in commercial customers and
lower commodity pricing. Gross margin increased by 2% due to increase in
customers being offset by the lower margins on largely commercial customers
added.
For the six months ended September 30, 2011, sales amounted to $601.3 million,
an increase of 10% from $547.0 million recorded in the prior comparable period.
Gross margin increased from $94.7 million to $100.6 million for the six months
ended September 30, 2011. Customers were up sharply but with the
underperformance of the Consumer Energy division, the mix of additional
commercial customers limited both sales and margin growth.
Average gross margin per customer for electricity during the current quarter
decreased to $131/RCE, compared to $172/RCE in the prior comparable quarter, as
a result of lower margins per RCE for commercial customers added. The GM/RCE
value for Texas, Pennsylvania, Massachusetts and California includes an
appropriate allowance for the bad debt expense.
Long-term customer aggregation
September
Failed 30, % increase
July 1, 2011 Additions Attrition to renew 2011 (decrease)
----------------------------------------------------------------------------
Natural gas
Canada 635,000 11,000 (18,000) (31,000) 597,000 (6)%
United
States 567,000 36,000 (29,000) (4,000) 570,000 1%
----------------------------------------------------------------------------
Total gas 1,202,000 47,000 (47,000) (35,000) 1,167,000 (3)%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Electricity
Canada 704,000 25,000 (17,000) (24,000) 688,000 (2)%
United
States 1,452,000 166,000 (57,000) (13,000) 1,548,000 7%
----------------------------------------------------------------------------
Total
electricity 2,156,000 191,000 (74,000) (37,000) 2,236,000 4%
----------------------------------------------------------------------------
Combined 3,358,000 238,000 (121,000) (72,000) 3,403,000 1%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Gross customer additions for the quarter were 238,000, down 6% from the 254,000
customers added through marketing in the second quarter of fiscal 2011 but up 5%
from the 227,000 customers added in the first quarter. Net additions were 45,000
for the quarter, resulting in a 1% growth in the customer base for the second
quarter.
Consumer customer additions amounted to 84,000, a 31% decrease from the 121,000
customer additions in the prior comparable quarter, however, an increase of 6%
from 79,000 customer additions in the first quarter of fiscal 2012. The quarter
over quarter decrease in customer additions is a result of the decrease in the
number of independent contractors from 1,100 a year ago to 860 as a result of
the challenging price environment. Management continues to diversify its sales
platform beyond door-to-door sales to include network, telephone and
Internet-based marketing channels and responded to the current price environment
with a change in product offerings to include a variable-based product.
Commercial additions were 154,000 for the quarter, a 16% increase from the
133,000 additions recorded in the second quarter of fiscal 2011 and a 4%
increase from 148,000 additions in the first quarter of fiscal 2012. The broker
sales channel continues to expand across Just Energy's existing markets.
Commercial additions, which consists of customers representing 15 RCEs or
higher, will fluctuate quarterly depending on the size of customers signed.
Total gas customers decreased by 3% during the last three months, reflecting a
difficult price environment with a large disparity between utility spot prices
and the five-year prices. The extended period of low, stable gas prices has
reduced the customer appetite for the stability of higher priced long-term fixed
contracts. As a result, Just Energy has moved to a variety of consumer products
that meet the consumer's need for stability and protection against volatility.
This continues to impact new customer additions and renewals. To respond,
profitable new variable rate contracts are being sold while spot market prices
remain stable.
Total electricity customers were up 4% during the quarter, with a 7% growth in
the U.S. markets and a 2% decrease in customers in the Canadian markets. The
Canadian electricity market, particularly in Ontario, continues to face
competitive challenges due to low utility pricing.
JustGreen and JustClean
Sales of the JustGreen products remain strong despite premium pricing in a
low-price environment. The JustGreen program allows customers to choose to
purchase units of green energy in the form of renewable energy or carbon
offsets, in an effort to reduce greenhouse gas emissions. When a customer
purchases a unit of green energy, it creates a contractual obligation for Just
Energy to purchase a supply of green energy at least equal to the demand created
by the customer's purchase. A review was conducted by Grant Thornton LLP of Just
Energy's Renewable Energy and Carbon Offsets Sales and Purchases report for the
period from January 1, 2010, through December 31, 2010, validating the match of
Just Energy's renewable energy and carbon offset purchases against customer
contracts. Just Energy will have a similar review conducted following calendar
2011. Just Energy has contracts with over 25 carbon offset and renewable energy
projects across North America and is actively pursuing new projects to meet our
growing demand for green energy alternatives. Just Energy purchases carbon
offsets and renewable energy credits for the current and future use of our
customers. Our purchases help developers finance their projects.
The Company currently sells JustGreen gas in the eligible markets of Ontario,
Quebec, British Columbia, Alberta, Michigan, New York, Ohio, Illinois and
Pennsylvania. JustGreen electricity is sold in Ontario, Alberta, New York, Texas
and Pennsylvania. Of all consumer customers who contracted with Just Energy in
the past year, 34% took JustGreen for some or all of their energy needs. On
average, these customers elected to purchase 90% of their consumption as green
supply. In the previous comparative period, 44% of the consumer customers who
contracted with Just Energy chose to include JustGreen for an average of 88% of
their consumption. Overall, JustGreen supply now makes up 9% of the overall gas
portfolio, up from 3% a year ago. JustGreen supply makes up 12% of the
electricity portfolio, up from 11% a year ago.
In addition, JustClean products are being offered in Ontario, Quebec and
Florida. JustClean products are carbon offsets from carbon capture and reduction
projects as well as green power renewable energy certificates from green
generators. The JustClean product can be offered in all states and provinces and
is not dependent on energy deregulation. We are actively investing to expand
this product offering throughout the U.S. and Canada to new markets, both
regulated and deregulated.
Attrition
Trailing 12-month attrition Trailing 12-month attrition
- September 30, 2011 - September 30, 2010
Natural gas
Canada 10% 12%
United States 21% 27%
Electricity
Canada 10% 12%
United States 14% 15%
The past year saw an improvement in attrition rates across all markets. The
primary contributing factor is that most customers signed in the past three
years are on prices consistent with current market prices. The attrition from
these customers and eventual renewal of the customer will benefit from this
pricing. In addition, improved economic conditions and diligent credit reviews
have resulted in lower attrition rates as well. We expect this trend in
improving attrition rates to continue.
Natural gas
The annual natural gas attrition in Canada was 10% for the trailing 12-months,
lower than the 12% attrition rate reported in the prior comparable quarter. In
the U.S., annual gas attrition was 21%, a decrease from 27% experienced a year
prior due to new product offerings and greater economic stability within the U.S
customer base.
Electricity
The annual electricity attrition rate in Canada was 10%, lower than the 12%
reported in the prior comparable quarter. Electricity attrition in the U.S. was
14% for the trailing 12-months, in line with management's ongoing expectations.
Renewals
Trailing 12-month renewals Trailing 12-month renewals
- September 30, 2011 - September 30, 2010
Natural gas
Canada 63% 63%
United States 78% 78%
Electricity
Canada 56% 65%
United States 68% 89%
The Just Energy renewal process is a multifaceted program that aims to maximize
the number of customers who choose to renew their contract prior to the end of
their existing contract term. Efforts begin up to 15 months in advance, allowing
a customer to renew for an additional four or five years. Management's targeted
renewal rates are to be in the range of 70% overall, assuming commodity price
volatility remains low. The combined renewal rate for all gas and electricity
markets was 64% for the trailing 12-month period.
Natural gas
The current trailing annual renewal rate for all Canadian gas customers was 63%,
unchanged from one year prior. In the Ontario gas market, customers who do not
positively elect to renew or terminate their contract receive a one-year fixed
price for the ensuing year. Of the total Canadian gas customer renewals for
fiscal 2012, 33% were renewed for a one-year term. The Canadian gas market
continues to be challenged in renewals largely due to the current high spread
between the five-year price and the utility spot price. The long period of
stable low gas prices has reduced customer interest in renewing at higher fixed
prices. Just Energy has introduced some enhanced variable-price offerings and
products like JustGreen and JustClean to improve renewal rates.
In the U.S. markets, Just Energy had primarily Illinois and New York gas
customers up for renewal. Gas renewals for the U.S. were 78%.
Electricity
The electricity renewal rate for Canadian customers was 56% for the trailing 12
months. There continues to be solid demand for JustGreen products, supporting
renewals in Canadian electricity but, due to the disparity between the spot and
five-year prices and low volatility in the spot prices, customers have been
reluctant to again lock into fixed-priced products. Just Energy has introduced
some enhanced variable-price electricity offerings and JustClean to improve
renewal rates.
During the three months ended September 30, 2011, Just Energy had Texas,
Illinois and New York electricity customers up for renewal. The electricity
renewal rate was 68%, with strong renewals in Texas being offset by weaker
renewals in Illinois and New York. In each of these markets, our green products
are being developed for renewing customers, which should strengthen the
profitability and the renewal rates.
Gas and electricity contract renewals
This table shows the percentage of commodity customers up for renewal in each of
the following years:
Canada - gas Canada - electricity U.S. - gas U.S. - electricity
----------------------------------------------------------------
2012 13% 12% 31% 29%
2013 32% 36% 22% 15%
2014 19% 18% 11% 14%
2015 17% 11% 14% 19%
Beyond 2015 19% 23% 22% 23%
----------------------------------------------------------------
Total 100% 100% 100% 100%
All variable and month-to-month customers are included in the current period, 2012.
Just Energy continuously monitors its customer renewal rates and continues to
modify its offering to existing customers in order to maximize the number of
customers who renew their contracts. To the extent there is continued customer
take-up on blend and extend offers, some renewals scheduled for 2012 and 2013
will move to 2015 and beyond.
Gross margin earned through new marketing efforts
Annual gross margin per customer for new and renewed customers
The table below depicts the annual margins on contracts of residential and
commercial customers signed during the quarter. This table reflects all margin
earned on new additions and renewals including both the brown commodity and
JustGreen. Customers added through marketing or renewed were lower than the
margins of customers lost through attrition or failure to renew due to the
competitive price environment. However, JustGreen is being aggressively marketed
for renewals, with the expectation that rates similar to those for new customers
can be achieved. Sales of the JustGreen products remained strong, with
approximately 34% of all residential customers added in the past 12-months
taking some or all green energy supply. Customers that have purchased the
JustGreen product elected, on average, to take 90% of their consumption in green
supply. For large commercial customers, the average gross margin for new
customers added was $85/RCE. The aggregation cost of these customers is
commensurately lower per RCE than a residential customer.
Annual gross margin per customer(1)
Q2 fiscal Number of
2012 customers
----------------------
Residential and small commercial customers added in
the quarter
- Canada - gas $ 174 7,000
- Canada - electricity 119 12,000
- United States - gas 189 26,000
- United States - electricity 157 39,000
Average annual margin 167
Residential and small commercial customers renewed in
the quarter
- Canada - gas $ 180 16,000
- Canada - electricity 107 17,000
- United States - gas 190 12,000
- United States - electricity 158 4,000
Average annual margin 148
Residential and small commercial customers lost in the
quarter
- Canada - gas $ 192 38,000
- Canada - electricity 148 32,000
- United States - gas 212 30,000
- United States - electricity 180 40,000
Average annual margin 183
Large commercial customers added in the quarter $ 85 154,000
Large commercial customers lost in the quarter $ 125 53,000
(1)Customer sales price less cost of associated supply and allowance for bad
debt.
Home Services division (NHS)
NHS provides Ontario residential customers with long-term water heater rental
programs that offer conventional tanks, power vented tanks and tankless water
heaters in a variety of sizes as well as high efficiency furnaces and air
conditioners. NHS had continued strong customer growth and with installations
for the quarter amounting to 12,200 water heaters, air conditioners and
furnaces, compared to 13,000 units installed in the prior comparable quarter.
The installations for the current quarter consisted of 10,400 water heaters and
1,800 HVAC units, opposed to 12,300 water heaters and 700 HVAC units installed
in the prior comparative quarter. Although there were fewer installations in the
current quarter, the overall contribution to future EBITDA is greater as the
average rental revenue for HVAC products is more than double that of a water
heater. As of September 30, 2011, the cumulative installed customer base was
143,800 units, an increase of 42% from one year prior. Management is confident
that NHS will continue to contribute to the long-term profitability of Just
Energy. NHS currently markets through approximately 260 independent contractors.
As NHS is a high growth, relatively capital-intensive business, Just Energy's
management believes that, in order to maintain stability of dividends, separate
non-recourse financing of this capital is appropriate. NHS entered into a
long-term financing agreement with Home Trust Company ("HTC") for the funding of
the water heaters, furnaces and air conditioners in the Enbridge Gas (January
2010) and Union Gas (July 2010) distribution territories. Under the HTC
agreements, NHS receives funds equal to the amount of the five-, seven- or
ten-year cash flow (at its option) of the water heater, furnace and air
conditioner contracts discounted at the contracted rate, which is currently
7.99%. HTC is then paid an amount that is equal to the customer rental payments
on the water heaters for the next five, seven or ten years as applicable. The
funding received from HTC up to September 30, 2011, was $155.4 million.
Management's strategy for NHS is to self-fund the business through its growth
phase, building value within the customer base. This way, NHS will not require
significant cash from Just Energy's core operations nor will Just Energy rely on
NHS's cash flow to fund dividends. The result should be a valuable asset, which
will generate strong cash returns following repayment of the HTC financing.
Selected financial information
(thousands of dollars, except where indicated)
Three months Three months Six months Six months
ended ended ended ended
Sept. 30, Sept. 30, Sept. 30, Sept.
2011 2010 2011 30, 2010
Sales per financial
statements $ 8,372 $ 5,172 $ 16,178 $ 9,613
Cost of sales 1,827 1,386 3,401 2,995
------------------------------------------------------
Gross margin 6,545 3,786 12,777 6,618
Selling and marketing
expenses 578 850 1,878 1,664
Administrative
expenses 3,574 2,996 6,337 5,881
Finance costs 2,366 1,490 4,517 2,831
Capital expenditures 9,025 9,152 18,551 17,306
Amortization 440 525 877 1,046
Total cumulative
number of water
heaters, furnaces and
air conditioners
installed 143,800 101,000 143,800 101,000
Results of operations
For the three months ended September 30, 2011, NHS had sales of $8.4 million for
the quarter, up 62% from $5.2 million reported in the second quarter of fiscal
2011. Gross margin amounted to $6.5 million for the three months ended September
30, 2011, up 73% from $3.8 million reported in the comparable period. The cost
of sales for the three months ended September 30, 2011 was $1.8 million, of
which $1.6 million represents the non-cash amortization of the installed water
heaters, furnaces and air conditioners for the customer contracts signed to
date. Administrative costs, which relate primarily to administrative staff
compensation, warehouse expenses and the opening of additional warehouses to
support expansion throughout Ontario, were $3.6 million for the three months
ended September 30, 2011, an increase of 19% quarter over quarter. The increase
in administrative expenses was a result of additional spending in order to
support the continued expansion of this division.
Finance costs amounted to $2.4 million as a result of the financing arrangement
with HTC. Capital expenditures, including installation costs, amounted to $9.0
million for the three months ended September 30, 2011.
For the six months ended September 30, 2011, sales were $16.2 million, an
increase of 68% over $9.6 million in sales recorded for the same period in
fiscal 2011, consistent with the increase in number of units installed. Gross
margin was $12.8 million for the six months ended September 30, 2011, a 93%
increase over margins of $6.6 million from the prior comparable period as a
result of the increase in installation base. Selling and marketing and
administrative expenses for the first half of fiscal 2012 increased by 13% and
8%, respectively, over the prior comparable period due to the continued growth
in customer base. Capital expenditures increased by 7% to $18.6 million for the
six months ended September 30, 2011.
The growth of NHS has been rapid and, combined with the HTC financing, is
expected to be self-sustaining on a cash flow basis.
Ethanol division (TGF)
TGF continues to remain focused on improving the plant production and run time
of the Belle Plaine, Saskatchewan, wheat-based ethanol facility. For the three
months ended September 30, 2011, the plant achieved an average production
capacity of 80%, an increase from average production capacity of 67% in the
first quarter of fiscal 2012 as a result of less downtime in the quarter and
improved access to wheat supply. In the first quarter of fiscal 2012, the plant
completed scheduled maintenance, resulting in production downtime and also
experienced wheat shortages requiring production slowdowns as a result of
unusually wet conditions in Saskatchewan.
Ethanol prices were, on average, $0.77 per litre and wheat prices averaged $207
per metric tonne for the three months ended September 30, 2011. For the prior
comparable quarter, ethanol prices were depressed and averaged $0.57 per litre
and wheat prices were $168 per metric tonne. As at September 30, 2011, ethanol
was priced at $0.68 per litre. The Ethanol division has separate non-recourse
financing in place such that capital requirements and operating losses will not
impact Just Energy's core business and its ability to pay dividends.
Selected financial information
(thousands of dollars, except where indicated)
Three months Three months Six months Six months
ended ended ended ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2011 2010 2011 2010
Sales per financial
statements $ 36,379 $ 31,191 $ 66,571 $ 47,997
Cost of sales 30,167 26,726 57,814 46,321
------------------------------------------------------
Gross margin 6,212 4,465 8,757 1,676
Administrative
expenses 2,150 3,162 4,823 5,629
Finance costs 1,606 1,902 3,293 3,609
Capital expenditures 95 65 122 179
Amortization 349 297 647 593
Results of operations
For the second quarter of fiscal 2012, TGF had sales of $36.4 million, a 17%
increase from $31.2 million in the prior comparable quarter. Cost of sales
amounted to $30.2 million, an increase of 13% from $26.7 million in the three
months ended September 30, 2010. During the quarter, the plant produced 29.8
million litres of ethanol and 30,078 metric tonnes of DDG. In the prior
comparable quarter, TGF produced 30.6 million litres of ethanol and 28,386
metric tonnes of DDG and experienced an average production capacity of 81%. For
the three months ended September 30, 2011, TGF incurred $2.2 million in
administrative expenses and $1.6 million in finance costs.
For the six months ended September 30, 2011, TGF increased sales by 39% from
$48.0 million to $66.6 million over the prior comparable period. Gross margin
was $8.8 million for the current six-month-period, a substantial increase over
the prior comparable period due to a loss experienced in the first quarter of
fiscal 2011 as a result of plant inefficiency and low ethanol and DDG prices.
TGF receives a federal subsidy related to the ecoEnergy for Biofuels Agreement
signed on February 17, 2009, as amended from time to time, based on the volume
of ethanol produced. The subsidy is $0.08 per litre for fiscal 2012. The subsidy
amount declines through time to $0.05 per litre of ethanol produced in fiscal
2015, the last year of the agreement.
Overall consolidated results - Just Energy
Administrative expenses
Administrative costs were $28.8 million for the three months ended September 30,
2011, representing an 11% increase from $26.0 million in the second quarter of
the prior fiscal year but in line with the first quarter of the fiscal year as
well as the fourth quarter of fiscal 2011. For the six months ended September
30, 2011, administrative expenses were $57.1 million, an increase of 4% from
$54.8 million in the prior comparable period.
Three Three
months months
ended ended Six months Six months
Sept. 30, Sept. 30, % Increase ended Sept. ended Sept. % Increase
2011 2010 (Decrease) 30, 2011 30, 2010 (Decrease)
------------------------------------------------------------------
Energy
marketing $21,732 $19,215 13% $43,376 $42,360 2%
NHS 3,574 2,996 19% 6,337 5,881 8%
TGF 2,150 3,162 (32)% 4,823 5,629 (14)%
Other 1,318 590 123% 2,522 934 170%
------------------------------------------------------------------
Total
administr
ative
expenses $28,774 $25,963 11% $57,058 $54,804 4%
------------------------------------------------------------------
Energy marketing administrative costs were $21.7 million in the second quarter
of fiscal 2012, an increase of 13% from $19.2 million for the three months ended
September 30, 2010. This increase is primarily attributable to the one-time
reduction in expenses experienced in the prior comparable quarter with
litigation settlements costs being lower than what had been previously accrued.
For the six months ended September 30, 2011, administrative expenses for energy
marketing were $43.4 million, an increase of 2% over the prior comparable
period.
Other administrative costs were $1.3 million and $2.5 million for the three and
six months ended September 30, 2011. These expenses represent costs associated
with the establishment of Hudson Solar and the expansion of network marketing
through Momentis.
Selling and marketing expenses
Selling and marketing expenses, which consist of commissions paid to independent
sales contractors, brokers and independent representatives for signing new
customers, as well as sales-related corporate costs, were $35.3 million, a
decrease of 4% from $37.0 million in the second quarter of fiscal 2011. New
customers signed by our sales force were 238,000 during the second quarter of
fiscal 2012, down 6% compared to 254,000 customers added through our sales
channels in the prior comparable quarter. For the six months ended September 30,
2011, selling and marketing expenses amounted to $69.9 million, an increase of
5% from $66.7 million recorded in the prior comparable period.
Commissions related to obtaining and renewing Hudson commercial contracts are
paid all or partially upfront or as residual payments over the life of the
contract. If the commission is paid all or partially upfront, the amortization
is included in selling and marketing expenses as the associated revenue is
earned. If the commission is paid as a residual payment, the amount is expensed
as earned. Of the current total commercial customer base, approximately 60% are
commercial broker customers and approximately 60% of these commercial brokers
are being paid recurring residual payments. During the three months ended
September 30, 2011, $3.1 million in commission-related expenses were capitalized
to contract initiation costs. Of the capitalized commissions, $0.7 million
represents commissions paid to maintain gross margin and therefore, is included
in the maintenance capital deducted in the Adjusted EBITDA calculation.
Selling and marketing expenses to maintain gross margin are allocated based on
the ratio of gross margin lost from attrition as compared to the gross margin
signed from new and renewed customers during the period. Selling and marketing
expenses to maintain gross margin were $21.3 million for the three months ended
September 30, 2011, a decrease of 15% from $25.1 million in the second quarter
of fiscal 2011. For the six months ended September 30, 2011, selling and
marketing expenses to maintain gross margin amounted to $41.9 million, a
decrease of 3% from $43.4 million in the prior comparable period.
Selling and marketing expenses to add new gross margin are allocated based on
the ratio of net new gross margin earned on the customers signed, less
attrition, as compared to the gross margin signed from new customers during the
period. Selling and marketing expenses to add new gross margin in the three
months ended September 30, 2011, totalled $10.3 million, an increase from $7.7
million in the second quarter of fiscal 2011. For the six months ended September
30, 2011, sales and marketing expenses to add new gross margin were $20.5
million, an increase of 20% from $17.1 million in the prior comparable period.
Selling and marketing expenses included in Base EBITDA exclude amortization
related to the contract initiation costs for Hudson and NHS. For the three
months ended September 30, 2011, the amortization amounted to $3.6 million, a
decrease of 13% from $4.2 million reported in the prior comparable quarter. The
amortization related to the contract initiation costs for the six months ended
September 30, 2011 and 2010 was $7.5 million and $6.3 million, respectively.
The actual aggregation costs per customer for the six months ended September 30,
2011, for residential and commercial customers signed by independent
representatives and commercial customers signed by brokers were as follows:
Residential Commercial Commercial broker
customers customers customers
Natural gas
Canada $211/RCE $138/RCE $62/RCE
United States $210/RCE $101/RCE $27/RCE
Electricity
Canada $200/RCE $146/RCE $34/RCE
United States $197/RCE $94/RCE $34/RCE
Total aggregation costs $203/RCE $119/RCE $34/RCE
The actual aggregation per customer added for all energy marketing for the six
months ended September 30, 2011, was $100. The $34 average aggregation cost for
the commercial broker customers is based on the expected average annual cost for
the respective customer contracts. It should be noted that commercial broker
contracts are paid further commissions averaging $34 per year for each
additional year that the customer flows. Assuming an average life of 2.8 years,
this would add approximately $61 (1.8 X $34) to the quarter's $34 average
aggregation cost for commercial broker customers reported above. For the prior
comparable six months, total aggregation costs per residential, commercial and
commercial brokers were $197/RCE, $92/RCE and $34/RCE, respectively, with a
combined cost of $110/RCE.
Bad debt expense
In Illinois, Alberta, Texas, Pennsylvania, California, Massachusetts and
Georgia, Just Energy assumes the credit risk associated with the collection of
customer accounts. In addition, for commercial direct-billed accounts in British
Columbia, New York and Ontario, Just Energy is responsible for the bad debt
risk. NHS has also assumed credit risk for customer account collection for
certain territories within Ontario. Credit review processes have been
established to manage the customer default rate. Management factors default from
credit risk into its margin expectations for all of the above-noted markets.
During the three months ended September 30, 2011, Just Energy was exposed to the
risk of bad debt on approximately 48% of its sales.
Bad debt expense is included in the consolidated income statement under other
operating expenses. Bad debt expense for the three months ended September 30,
2011 was $6.5 million, down 4% from $6.7 million expensed for the three months
ended September 30, 2010. The bad debt expense decrease was despite a 9%
increase in total revenues for the current three-month period to $286.5 million,
due to incremental commercial customers in the markets where Just Energy assumes
the risk for accounts receivable collections.
Management integrates its default rate for bad debts within its margin targets
and continuously reviews and monitors the credit approval process to mitigate
customer delinquency.
For the six months ended September 30, 2011, the bad debt expense of $13.3
million represents approximately 2.5% of revenue, slightly lower than the 2.6%
reported for the prior comparable period with $12.4 million of bad debt expense.
Management expects that bad debt expense will remain in the range of 2% to 3%
for the fiscal year assuming that the housing market in the U.S. continues to
show signs of improvement. For each of Just Energy's other markets, the LDCs
provide collection services and assume the risk of any bad debt owing from Just
Energy's customers for a regulated fee.
Finance costs
Total finance costs for the three months ended September 30, 2011 amounted to
$14.3 million, a decrease from $15.6 million recorded in the second quarter of
fiscal 2011. Excluding the $2.8 million of dividend payments made to holders of
exchangeable shares and equivalents classified as finance costs under IFRS in
the prior comparable quarter, finance costs increased by 12%. The increase in
costs primarily relates to the increase in credit facility and NHS financing.
For the six months ended September 30, 2011, finance costs amounted to $28.1
million, an increase of 24% from $22.8 million in finance costs for the prior
comparable period, excluding $5.6 million in dividend payments classified as
finance costs. In addition to the increase in interest paid relating to the
credit facility and NHS financing, finance costs relating to the $330m
convertible debentures were higher in the current period. The $330m convertible
debentures were issued in May 2010 to fund the Hudson acquisition, resulting in
only five months of related costs in the prior comparable period.
Foreign exchange
Just Energy has an exposure to U.S. dollar exchange rates as a result of its
U.S. operations and any changes in the applicable exchange rate may result in a
decrease or increase in other comprehensive income. For the three months ended
September 30, 2011, a foreign exchange unrealized gain of $19.3 million was
reported in other comprehensive income (loss) versus a $5.6 million loss
reported in the prior fiscal year. For the six months ended September 30, 2011,
a foreign exchange unrealized gain of $15.5 million was recorded versus a gain
of $9.2 million in the prior comparable period.
Overall, a weaker U.S. dollar decreases the value of sales and gross margin in
Canadian dollars but this is partially offset by lower operating costs
denominated in U.S. dollars. Just Energy retains sufficient funds in the U.S. to
support ongoing growth and surplus cash is repatriated to Canada. U.S. cross
border cash flow is forecasted annually, and hedges for cross border cash flow
are entered into. Just Energy hedges between 25% and 90% of the next 12 months'
cross border cash flows depending on the level of certainty of the cash flow.
Provision for income tax
(thousands of
dollars) For the three For the three For the six For the six
months ended months ended months ended months ended
Sept. 30, 2011 Sept. 30, 2010 Sept. 30, 2011 Sept. 30, 2010
-------------------------------------------------------------
Current income
tax recovery $(1,923) $(2,734) $(4,161) $(3,198)
Future tax
provision
(recovery) 16,848 (92,469) 26,307 (54,547)
-------------------------------------------------------------
Provision for
(recovery of)
income tax $14,925 $(95,203) $22,146 $(57,745)
-------------------------------------------------------------
Just Energy recorded a current income tax recovery of $1.9 million for the
second quarter of fiscal 2012, versus $2.7 million of recovery in the same
period last year. A tax recovery of $4.2 million has been recorded for the
six-month period of fiscal 2012, versus a recovery of $3.2 million for the same
period last year. The change is mainly attributable to a U.S. income tax
recovery generated by slightly higher operating losses incurred by the U.S.
entities during the first half of this fiscal year.
During the first half of this fiscal year, the mark to market losses from
financial instruments decrease as a result of a change in fair value of these
derivative instruments during this period and, as a result, a deferred tax
expense of $26.3 million was recorded for this period. During the same period of
fiscal 2011, Just Energy was an income trust and only included timing
differences that were going to reverse subsequent to conversion when assessing
its future tax position, as a result of fluctuations in mark to market losses on
contracts that were to settle subsequent to January 1, 2011. In addition, there
were additional deferred tax recoveries arising from adopting IFRS. The
combined effect of such is that a deferred tax recovery of $54.5 million was
recorded during that period.
After the Conversion on January 1, 2011, Just Energy has been taxed as a taxable
Canadian corporation. Therefore, the deferred tax asset or liability associated
with Canadian liabilities and assets recorded on the consolidated balance sheets
as at that date will be realized over time as the temporary differences between
the carrying value of assets in the consolidated financial statements and their
respective tax bases are realized. Current Canadian income taxes are accrued to
the extent that there is taxable income in Just Energy and its underlying
corporations. Canadian corporations under Just Energy are subject to a tax rate
of approximately 28% after the Conversion.
Under IFRS, Just Energy recognized income tax liabilities and assets based on
the estimated tax consequences attributable to the temporary differences between
the carrying value of the assets and liabilities on the consolidated financial
statements and their respective tax bases, using substantively enacted income
tax rates. A deferred tax asset will be recognized for the carry forward of
unused tax losses and unused tax credits to the extent that it is probable that
future taxable profit will be available against which the unused tax losses and
unused tax credits can be utilized. The effect of a change in the income tax
rates used in calculating deferred income tax liabilities and assets is
recognized in income during the period in which the change occurs.
Liquidity and capital resources
Summary of cash flows
(thousands of dollars)
For the three For the three For the six For the six
months ended months ended months ended months ended
Sept. 30,
2011 Sept. 30, 2010 Sept. 30, 2011 Sept. 30, 2010
-----------------------------------------------------------
Operating
activities $33,680 $11,061 $49,374 $33,937
Investing
activities (19,873) (19,787) (42,411) (283,373)
Financing
activities,
excluding
distributions/div
idends 111,124 10,023 130,298 309,451
Effect of foreign
currency
translation (198) 2,344 144 7,045
-----------------------------------------------------------
Increase in cash
before
distributions/di
vidends 124,733 3,641 137,405 67,060
Distributions/div
idends (cash
payments) (35,968) (33,598) (70,865) (66,841)
-----------------------------------------------------------
Increase
(decrease) in
cash 88,765 (29,957) 66,540 219
Cash - beginning
of period 76,241 108,958 98,466 78,782
-----------------------------------------------------------
Cash - end of
period $165,006 $79,001 $165,006 $79,001
-----------------------------------------------------------
-----------------------------------------------------------
Operating activities
Cash flow from operating activities for the three months ended September 30,
2011, was $33.7 million, an increase from $11.1 million in the prior comparative
quarter. The increase is a result of the increase in gross margin and other
income and lower sales and marketing expenses quarter over quarter. For the six
months ended September 30, 2011, cash flow from operating activities was $49.4
million, an increase of 45% from $33.9 million reported for the prior comparable
period.
Investing activities
Just Energy purchased capital assets totalling $10.4 million during the second
quarter of the fiscal year, a slight decrease from $10.8 million in the second
quarter of the prior fiscal year. Just Energy's capital spending related
primarily to the home services business and Hudson Solar. Contract initiation
costs relating to Hudson and NHS amounted to $7.0 million for the three months
ended September 30, 2011, an increase over $3.6 million recorded in the prior
comparable quarter.
Financing activities
Financing activities, excluding distributions/dividends, relates primarily to
the issuance and repayment of long-term debt. During the three months ended
September 30, 2011, $179.1 million in long-term debt was issued, with the
majority relating to the $100m convertible debentures issued on September 22,
2011 for funding the Fulcrum acquisition on October 3, 2011. The remaining
increase is primarily related to the credit facility and NHS financing with
repayments of long-term debt amounting to $65.7 million for the quarter. In the
prior comparable quarter, $17.8 million was issued in long-term debt relating to
the credit facility and NHS financing with $0.8 million being repaid.
For the six months ended September 30, 2011, $248.1 million was issued in
long-term debt with repayments amounting to $119.4 million, resulting in net
borrowing of $128.6 million. In addition to the $100 million issued, there were
increases to the borrowings related to the credit facility and NHS financing.
For the six months ended September 30, 2010, $367.0 million was issued in long
term debt with $50.2 million being repaid. The issuance of long-term debt is
primarily related to the $330m convertible debentures issued to finance the
Hudson acquisition in May 2010.
As of September 30, 2011, Just Energy had a credit facility of $350 million. In
connection with the Conversion on January 1, 2011, Just Energy increased its
credit facility with the term of the facility expiring on December 31, 2013. As
Just Energy continues to expand in the U.S. markets, the need to fund working
capital and collateral posting requirements will increase, driven primarily by
the number of customers aggregated, and to a lesser extent, by the number of new
markets. Based on the markets in which Just Energy currently operates and others
that management expects the Company to enter, funding requirements will be fully
supported through the credit facility.
Just Energy's liquidity requirements are driven by the delay from the time that
a customer contract is signed until cash flow is generated. For residential
customers, approximately 60% of an independent sales contractor's commission
payment is made following reaffirmation or verbal verification of the customer
contract, with most of the remaining 40% being paid after the energy commodity
begins flowing to the customer. For commercial customers, commissions are paid
either as the energy commodity flows throughout the contract or partially
upfront once the customer begins to flow.
The elapsed period between the time when a customer is signed to when the first
payment is received from the customer varies with each market. The time delays
per market are approximately two to nine months. These periods reflect the time
required by the various LDCs to enroll, flow the commodity, bill the customer
and remit the first payment to Just Energy. In Alberta and Texas, Just Energy
receives payment directly from the customer.
Distributions/dividends (Cash payments)
During the three months ended September 30, 2011, Just Energy made cash
distributions/dividends to its shareholders and holders of restricted share
grants or deferred share grants in the amount of $36.0 million, compared to
$33.6 million in the prior comparable period. For the six months ended September
30, 2011, cash dividends were $70.9 million, an increase from $66.8 million paid
in distributions in the prior comparable period.
Just Energy maintains its annual dividend rate at $1.24 per share, the same rate
that was previously paid for distributions. Investors should note that due to
the dividend reinvestment plan ("DRIP"), a portion of dividends (and prior to
January 1, 2011, distributions) declared are not paid in cash. Under the
program, shareholders can elect to receive their dividends in shares at a 2%
discount to the prevailing market price rather than the cash equivalent. For the
three and six months ended September 30, 2011, dividends paid in shares under
the DRIP amounted to $7.7 million and $16.4 million, respectively.
Just Energy will continue to utilize its cash resources for expansion into new
markets, growth in its existing energy marketing customer base, JustGreen and
JustClean products, Solar and Home Services division, and also to make accretive
acquisitions of customers as well as dividends to its shareholders.
At the end of the quarter, the annual rate for dividends per share was $1.24.
The current dividend policy provides that shareholders of record on the 15th of
each month receive dividends at the end of the month.
Balance sheet as at September 30, 2011, compared to March 31, 2011
Cash increased from $98.5 million as at March 31, 2011, to $165.0 million. The
increase is cash was primarily due to the $100m convertible debentures issued on
September 22, 2011 that were utilized to fund the Fulcrum acquisition and other
general corporate items on October 3, 2011. The utilization of the credit
facility increased from $53.0 million to $67.2 million as a result of normal
seasonal working capital requirements. Working capital requirements in the U.S.
and Alberta are a result of the timing difference between customer consumption
and cash receipts. For electricity, working capital is required to fund the lag
between settlements with the suppliers and settlement with the LDCs.
As at September 30, 2011, trade receivables and unbilled revenue amounted to
$252.1 million and $98.4 million, respectively, compared to six months earlier
when the trade receivables and unbilled revenue amounted to $281.7 million and
$112.1 million, respectively. Trade payables have decreased from $275.5 million
to $252.0 million in the past six months. Both decreases in accounts receivable
and payable are related to the seasonality of energy marketing, with consumption
being higher during the fourth quarter as opposed to the second quarter.
As at September 30, 2011, Just Energy had delivered more gas to the LDCs than
had been consumed by customers in Ontario, Manitoba, Quebec and Michigan,
resulting in gas delivered in excess of consumption and deferred revenue of
$66.6 million and $74.1 million, respectively. This build-up of inventory at the
LDCs is in the normal course of operations and will decrease over the winter
months when consumption by customers is greater than deliveries. At March 31,
2011, Just Energy had accrued gas receivable and payable amounting to $26.5
million and $19.4 million, respectively. In addition, gas in storage increased
from $6.1 million as at March 31, 2011 to $50.5 million as at September 30, 2011
due to the seasonality of the customer gas consumption.
Other assets and other liabilities relate entirely to the fair value of the
financial derivatives. The mark to market gains and losses can result in
significant changes in net income and, accordingly, shareholders' equity from
quarter to quarter due to commodity price volatility. Given that Just Energy has
purchased this supply to cover future customer usage at fixed prices, management
believes that these non-cash quarterly changes are not meaningful.
Intangible assets include the goodwill, acquired customer contracts as well as
other intangibles such as brand, broker network and information technology
systems, primarily related to the Hudson and Universal purchases. The total
intangible asset balance decreased to $531.6 million, from $640.2 million as at
March 31, 2011, primarily as a result of amortization.
Long-term debt (excluding the current portion) has increased from $507.5 million
to $629.0 million in the six months ended September 30, 2011 primarily as a
result of the issuance of the $100m convertible debentures during the quarter as
well as an increase in HTC financing.
Long-term debt and financing
(thousands of dollars)
As at Sept. 30, 2011 As at March 31, 2011
------------------------------------------
Just Energy credit facility $67,223 $53,000
TGF credit facility 34,363 36,680
TGF debentures 35,942 37,001
NHS financing 128,438 105,716
$90m convertible debentures 85,390 84,706
$330m convertible debentures 289,136 286,439
$100m convertible debentures 85,261 -
Just Energy credit facility
Just Energy holds a $350 million credit facility to meet working capital
requirements. The syndicate of lenders includes Canadian Imperial Bank of
Commerce, Royal Bank of Canada, National Bank of Canada, Societe Generale, Bank
of Nova Scotia, Toronto Dominion Bank and Alberta Treasury Branches. Under the
terms of the credit facility, Just Energy was able to make use of Bankers'
Acceptances and LIBOR advances at stamping fees that vary between 3.25% and
3.75%, prime rate advances at rates of interest that vary between bank prime
plus 2.25% and 2.75%, and letters of credit at rates that vary between 3.25% and
3.75%. Effective October 3, 2011, pricing on the credit facility has been
reduced by 0.375%. Interest rates are adjusted quarterly based on certain
financial performance indicators.
Just Energy's obligations under the credit facility are supported by guarantees
of certain subsidiaries and affiliates, excluding among others, TGF and NHS, and
secured by a pledge of the assets of Just Energy and the majority of its
operating subsidiaries and affiliates. Just Energy is required to meet a number
of financial covenants under the credit facility agreement. As at September 30,
2011 and 2010, all of these covenants had been met.
TGF credit facility
A credit facility of up to $50 million was established with a syndicate of
Canadian lenders led by Conexus Credit Union and was arranged to finance the
construction of the ethanol plant in 2007. The facility was revised on March 18,
2009, and was converted to a fixed repayment term of ten years commencing March
1, 2009, which includes interest costs at a rate of prime plus 3%, with
principal repayments commencing on March 1, 2010. The facility was further
revised on April 5, 2010, postponing the principal payments due for April 1,
2010 to June 1, 2010, and to amortize them over the six-month period commencing
October 1, 2010, and ending March 31, 2011. The credit facility is secured by a
demand debenture agreement, a first priority security interest on all assets and
undertakings of TGF, and a general security interest on all other current and
acquired assets of TGF, all of which have no recourse to the Company or any
other Just Energy entity. The credit facility includes certain financial
covenants, the more significant of which relate to current ratio, debt to equity
ratio, debt service coverage and minimum shareholders' equity. The covenants
will be measured as of March 31, 2012, and non-attainment may result in a
non-compliance fee up to 0.25% of the loan balance as of March 31, 2012.
TGF debentures
A debenture purchase agreement with a number of private parties providing for
the issuance of up to $40 million aggregate principal amount of debentures was
entered into in 2006. TGF was in recent negotiations with the lender and
adjusted the covenant levels. In addition, the interest rate was increased to
12% and quarterly blended principal and interest payments of $1.1 million were
established. The agreement includes certain financial covenants, the more
significant of which relate to current ratio, debt to capitalization ratio, debt
service coverage, debt to EBITDA and minimum shareholders' equity. Compliance
with the new covenants, which are more favourable than the original covenants,
will be measured annually beginning with the fiscal 2012 year end. The maturity
date was extended to May 15, 2014, with a call right any time after April 1,
2012. The debenture holders have no recourse to the Company or any other Just
Energy entity.
NHS financing
In fiscal 2010, NHS entered into a long-term financing agreement with HTC for
the funding of new and existing rental water heater and HVAC contracts in the
Enbridge Gas distribution territory. In July, 2010, the financing arrangement
was expanded to the Union Gas territory. Pursuant to the agreement, NHS will
receive financing of an amount equal to the net present value of the first five,
seven or ten years (at its option) of monthly rental income, discounted at the
agreed upon financing rate of 7.99%, and is required to remit an amount
equivalent to the rental stream from customers on the water heater and HVAC
contracts for the first five, seven or ten years, respectively. Under the
agreement, up to one third of rental agreements may be financed for each of the
seven- or ten-year terms. As at September 30, 2011, the average term of the HTC
funding was 6.1 years.
The financing agreement is subject to a holdback provision, whereby 3% in the
Enbridge territory and 5% in the Union Gas territory of the outstanding balance
of the funded amount is deducted and deposited to a reserve account in the event
of default. Once all of the obligations of NHS are satisfied or expired, the
remaining funds in the reserve account will immediately be released to NHS. HTC
holds security over the contracts and equipment it has financed. NHS is required
to meet a number of covenants under the agreement and, as at September 30, 2011,
all of these covenants have been met.
$90m convertible debentures
In conjunction with the acquisition of Universal on July 1, 2009, Just Energy
assumed the obligations of the convertible unsecured subordinated debentures
issued by Universal in October 2007, which have a face value of $90 million. The
fair value of the convertible debenture was estimated by discounting the
remaining contractual payments at the time of acquisition. This discount will be
accreted using an effective interest rate of 8%. These instruments mature on
September 30, 2014, unless converted prior to that date, and bear interest at an
annual rate of 6%, payable semi-annually on March 31 and September 30 of each
year. As at September 30, 2011, each $1,000 principal amount of the $90m
convertible debentures is convertible at any time prior to maturity or on the
date fixed for redemption, at the option of the holder, into approximately 31.53
JEGI shares, representing a conversion price of $30.97 per share. Pursuant to
the $90m convertible debentures, if JEGI fixes a record date for the making of a
dividend on its shares, the conversion price shall be adjusted in accordance
therewith.
On and after October 1, 2010, but prior to September 30, 2012, the $90m
convertible debentures are redeemable, in whole or in part, at a price equal to
the principal amount thereof, plus accrued and unpaid interest, at Just Energy's
sole option on not more than 60 days' and not less than 30 days' prior notice,
provided that the current market price on the date on which notice of redemption
is given is not less than 125% of the conversion price. On and after September
30, 2012, but prior to the maturity date, the $90m convertible debentures are
redeemable, in whole or in part, at a price equal to the principal amount
thereof, plus accrued and unpaid interest, at Just Energy's sole option on not
more than 60 days' and not less than 30 days' prior notice.
$330m convertible debentures
To fund the acquisition of Hudson, Just Energy entered into an agreement with a
syndicate of underwriters for $330 million of convertible extendible unsecured
subordinated debentures issued on May 5, 2010. The $330m convertible debentures
bear an interest rate of 6.0% per annum payable semi-annually in arrears on June
30 and December 31 of each three months, with maturity on June 30, 2017. Each
$1,000 of principal amount of the $330m convertible debentures is convertible at
any time prior to maturity or on the date fixed for redemption, at the option of
the holder, into approximately 55.6 shares of JEGI, representing a conversion
price of $18 per share.
The $330m convertible debentures are not redeemable prior to June 30, 2013,
except under certain conditions after a change of control has occurred. On or
after June 30, 2013, but prior to June 30, 2015, the debentures may be redeemed
by JEGI, in whole or in part, on not more than 60 days' and not less than 30
days' prior notice, at a redemption price equal to the principal amount thereof,
plus accrued and unpaid interest, provided that the current market price on the
date on which notice of redemption is given is not less than 125% of the
conversion price. On or after June 30, 2015, and prior to the maturity date, the
debentures may be redeemed by JEGI, in whole or in part, at a redemption price
equal to the principal amount thereof, plus accrued and unpaid interest.
$100m convertible debentures
On September 22, 2011, Just Energy issued $100 million of convertible unsecured
subordinated debentures to fund the acquisition of Fulcrum and other corporate
purposes on October 3, 2011. The $100 million convertible debentures bear
interest at an annual rate of 5.75%, payable semi-annually on March 31 and
September 30 in each year, commencing March 31, 2012 and have a maturity date of
September 30, 2018. Each $1000 principal amount of the $100 million convertible
debentures is convertible at the option of the holder at any time prior to the
close of business on the earlier of the maturity date and the last business day
immediately preceding the date fixed for redemption, into 56.0 common shares of
Just Energy, representing a conversion price of $17.85.
The $100 million convertible debentures are not redeemable at the option of the
Company on or before September 30, 2014. After September 30, 2014 and prior to
September 30, 2016, the $100 million convertible debentures may be redeemed in
whole or in part from time to time at the option of the Company on not more than
60 days and not less than 30 days prior notice, at a price equal to their
principal amount plus accrued and unpaid interest, provided that the weighted
average trading price of the common shares of Just Energy on the Toronto Stock
Exchange for the 20 consecutive trading days ending five trading days preceding
the date on which the notice of redemption is given is at least 125% of the
conversion price. On or after September 30, 2016, the $100 million convertible
debentures may be redeemed in whole or in part from time to time at the option
of the Company on not more than 60 days and not less than 30 days prior notice,
at a price equal to their principal amount plus accrued and unpaid interest.
Contractual obligations
In the normal course of business, Just Energy is obligated to make future
payments for contracts and other commitments that are known and non-cancellable.
Payments due by period
(thousands of dollars)
Less than 1 - 3 4 - 5 After 5
Total 1 year years years years
----------------------------------------------------------------------------
Accounts payable and
accrued liabilities $251,958 $251,958 $- $- $-
Bank indebtedness 3,981 3,981 - - -
Long-term debt
(contractual cash
flow) 785,966 95,210 213,401 27,521 449,834
Interest payments 290,093 46,731 85,898 66,256 91,208
Property and equipment
lease agreements 30,120 8,056 11,375 6,726 3,963
EPCOR billing,
collections and
supply commitments 838 838 - - -
Grain production
contracts 9,836 9,143 693 - -
Commodity supply
purchase commitments 2,979,474 1,383,826 1,329,121 260,291 6,236
----------------------------------------------------------------------------
$4,352,266 $1,799,743 $1,640,488 $360,794 $551,241
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other obligations
In the opinion of management, Just Energy has no material pending actions,
claims or proceedings that have not been included in either its accrued
liabilities or in the financial statements. In the normal course of business,
Just Energy could be subject to certain contingent obligations that become
payable only if certain events were to occur. The inherent uncertainty
surrounding the timing and financial impact of any events prevents any
meaningful measurement, which is necessary to assess any material impact on
future liquidity. Such obligations include potential judgments, settlements,
fines and other penalties resulting from actions, claims or proceedings.
Transactions with related parties
Just Energy does not have any material transactions with any individuals or
companies that are not considered independent of Just Energy or any of its
subsidiaries and/or affiliates.
Critical accounting estimates
The consolidated financial statements of Just Energy have been prepared in
accordance with IFRS. Certain accounting policies require management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, cost of sales, selling and marketing, and administrative expenses.
Estimates are based on historical experience, current information and various
other assumptions that are believed to be reasonable under the circumstances.
The emergence of new information and changed circumstances may result in actual
results or changes to estimated amounts that differ materially from current
estimates.
The following assessment of critical accounting estimates is not meant to be
exhaustive. Just Energy might realize different results from the application of
new accounting standards promulgated, from time to time, by various rule -making
bodies.
Unbilled revenues/Accrued gas accounts payable
Unbilled revenues result when customers consume more gas than has been delivered
by Just Energy to the LDCs. These estimates are stated at net realizable value.
Accrued gas accounts payable represents Just Energy's obligation to the LDC with
respect to gas consumed by customers in excess of that delivered and valued at
net realizable value. This estimate is required for the gas business unit only,
since electricity is consumed at the same time as delivery. Management uses the
current average customer contract price and the current average supply cost as a
basis for the valuation.
Gas delivered in excess of consumption/Deferred revenues
Gas delivered to LDCs in excess of consumption by customers is valued at the
lower of cost and net realizable value. Collections from LDCs in advance of
their consumption results in deferred revenues, which are valued at net
realizable value. This estimate is required for the gas business unit only since
electricity is consumed at the same time as delivery. Management uses the
current average customer contract price and the current average supply cost as a
basis for the valuation.
Allowance for doubtful accounts
Just Energy assumes the credit risk associated with the collection of all
customers' accounts in Alberta, Illinois, Texas, Pennsylvania, California and
Massachusetts. In addition, for large direct-billed accounts in B.C., New York
and Ontario, Just Energy is responsible for the bad debt risk. NHS has also
assumed credit risk for customer accounts within certain territories in Ontario.
Management estimates the allowance for doubtful accounts in these markets based
on the financial conditions of each jurisdiction, the aging of the receivables,
customer and industry concentrations, the current business environment and
historical experience.
Goodwill
In assessing the value of goodwill for potential impairment, assumptions are
made regarding Just Energy's future cash flow. If the estimates change in the
future, Just Energy may be required to record impairment charges related to
goodwill. An impairment review of goodwill was performed as at March 31, 2011,
and as a result of the review, it was determined that no impairment of goodwill
existed.
Fair value of derivative financial instruments and risk management
Just Energy has entered into a variety of derivative financial instruments as
part of the business of purchasing and selling gas, electricity and JustGreen
supply. Just Energy enters into contracts with customers to provide electricity
and gas at fixed prices and provide comfort to certain customers that a
specified amount of energy will be derived from green generation. These customer
contracts expose Just Energy to changes in market prices to supply these
commodities. To reduce the exposure to the commodity market price changes, Just
Energy uses derivative financial and physical contracts to secure fixed-price
commodity supply to cover its estimated fixed-price delivery or green
commitment.
Just Energy's objective is to minimize commodity risk, other than consumption
changes, usually attributable to weather. Accordingly, it is Just Energy's
policy to hedge the estimated fixed-price requirements of its customers with
offsetting hedges of natural gas and electricity at fixed prices for terms equal
to those of the customer contracts. The cash flow from these supply contracts is
expected to be effective in offsetting Just Energy's price exposure and serves
to fix acquisition costs of gas and electricity to be delivered under the
fixed-price or price-protected customer contracts. Just Energy's policy is not
to use derivative instruments for speculative purposes.
Just Energy's expansion in the U.S. has introduced foreign exchange-related
risks. Just Energy enters into foreign exchange forwards in order to hedge its
exposure to fluctuations in cross border cash flows.
The financial statements are in compliance with IAS 32, Financial instruments:
Presentation, IAS 39, Financial instruments: Recognition and measurement and
IFRS 7, Financial Instruments: Disclosure. Up to June 30, 2008, the financial
statements also applied Section 3865 of the CICA Handbook, which permitted a
further calculation for qualified and designated accounting hedges to determine
the effective and ineffective portions of the hedge. This calculation permitted
the change in fair value to be accounted for predominantly in the consolidated
statements of comprehensive income. As of July 1, 2008, management decided that
the increasing complexity and costs of maintaining this accounting treatment
outweighed the benefits. This fair value (and when it was applicable, the
ineffectiveness) was determined using market information at the end of each
quarter. Management believes Just Energy remains economically hedged
operationally across all jurisdictions.
JEGI common shares
As at November 7, 2011, there were 138,579,323 common shares of JEGI outstanding.
Recently issued accounting standards
New accounting pronouncements adopted
Fiscal 2012 is Just Energy's first fiscal year reporting under IFRS. Accounting
standards effective for annual reporting periods ended on March 31, 2011 have
been adopted as part of the transition to IFRS.
Recent pronouncements issued
IFRS 9 Financial Instruments
As of April 1, 2013, Just Energy will be required to adopt IFRS 9, "Financial
Instruments", which is the result of the first phase of the IASB's project to
replace IAS 39, "Financial Instruments: Recognition and Measurement". The new
standard replaces the current multiple classification and measurement models for
financial assets and liabilities with a single model that has only two
classification categories: amortized cost and fair value. The Company has not
yet assessed the impact of the standard or determined whether it will adopt the
standard early.
IFRS 10 Consolidated Financial Statements
As of April 1, 2013, IFRS 10, "Consolidated Financial Statements" will replace
portions of IAS 27 "Consolidated and Separate Financial Statements" and
interpretation SIC-12, "Consolidation - Special Purpose Entities". The new
standard requires consolidated financial statements to include all controlled
entities under a single control model. The Company will be considered to control
an investee when it is exposed, or has rights to variable returns from its
involvement with the investee and has the current ability to affect those
returns through its power over the investee.
As required by this standard, control is reassessed as facts and circumstances
change. All facts and circumstances must be considered to make a judgment about
whether the Company controls another entity; there are no 'bright lines'.
Additional guidance is given on how to evaluate whether certain relationships
give the Company the current ability to affect its returns, including how to
consider options and convertible instruments, holding less than a majority of
voting rights, how to consider protective rights, and principal-agency
relationships (including removal rights), all of which may differ from current
practice. The Company has not yet assessed the impact of the standard or
determined whether it will adopt the standard early.
IFRS 11 Joint Arrangements
On April 1, 2013, Just Energy will be required to adopt IFRS 11, "Joint
Arrangements", which applies to accounting for interests in joint arrangements
where there is joint control. The standard requires the joint arrangements to be
classified as either joint operations or joint ventures. The structure of the
joint arrangement would no longer be the most significant factor when
classifying the joint arrangement as either a joint operation or a joint
venture. In addition, the option to account for joint ventures (previously
called jointly controlled entities) using proportionate consolidation will be
removed and replaced by equity accounting.
Due to the adoption of this new section, the Company will transition the
accounting for joint ventures from the proportionate consolidation method to the
equity method by aggregating the carrying values of the proportionately
consolidated assets and liabilities into a single line item. The Company has not
yet assessed the impact of the standard or determined whether it will adopt the
standard early.
IFRS 12 Disclosure of Interests in Other Entities
On April 1, 2013, Just Energy will be required to adopt IFRS 12, "Disclosure of
interests in Other Entities", which includes disclosure requirements about
subsidiaries, joint ventures, and associates, as well as unconsolidated
structured entities and replaces existing disclosure requirements. Due to this
new section, the Company will be required to disclose the following: judgements
and assumptions made when deciding how to classify involvement with another
entity, interests that non-controlling interests have in consolidated entities,
and nature of the risks associated with interests in other entities. The Company
has not yet assessed the impact of the standard or determined whether it will
adopt the standard early.
IFRS 13 Fair Value Measurement
On April 1, 2013, Just Energy will be required to adopt IFRS 13, "Fair Value
Measurement." The new standard will generally converge the IFRS and CGAAP
requirements for how to measure fair value and the related disclosures. IFRS 13
establishes a single source of guidance for fair value measurements, when fair
value is required or permitted by IFRS. Upon adoption, the Company will provide
a single framework for measuring fair value while requiring enhanced disclosures
when fair value is applied. In addition, fair value will be defined as the 'exit
price' and concepts of 'highest and best use' and 'valuation premise' would be
relevant only for non-financial assets and liabilities. The Company has not yet
assessed the impact of the standard or determined whether it will adopt the
standard early.
IAS 27 Separate Financial Statements
On April 1, 2013 Just Energy will be required to adopt IAS 27, "Separate
Financial Statements." As a result of the issue of the new consolidation suite
of standards, IAS 27 has been reissued to reflect the change as the
consolidation guidance has recently been included in IFRS 10.
In addition, IAS 27 will now only prescribe the accounting and disclosure
requirements for investments in subsidiaries, joint ventures and associates when
the Company prepares separate financial statements. The Company has not yet
assessed the impact of the standard or determined whether it will adopt the
standard early.
IAS 28 Investments in Associates and Joint Ventures
On April 1, 2013, Just Energy will be required to adopt IAS 28, "Investments in
Associates and Joint Ventures."
As a consequence of the issue of IFRS 10, IFRS 11 and IFRS 12, IAS 28 has been
amended and will further provide the accounting guidance for investments in
associates and will set out the requirements for the application of the equity
method when accounting for investments in associates and joint ventures.
This standard will be applied by the Company when there is joint control, or
significant influence over an investee.
Significant influence is the power to participate in the financial and operating
policy decisions of the investee but does not include control or joint control
of those policy decisions. When determined that the Company has an interest in a
joint venture, the Company will recognize an investment and will account for it
using the equity method in accordance with IAS 28. The Company has not yet
assessed the impact of the standard or determined whether it will adopt the
standard early.
Legal proceedings
Just Energy's subsidiaries are party to a number of legal proceedings. Just
Energy believes that each proceeding constitutes a routine legal matter
incidental to the business conducted by Just Energy and that the ultimate
disposition of the proceedings will not have a material adverse effect on its
consolidated earnings, cash flows or financial position.
In addition to the routine legal proceedings of Just Energy, the State of
California has filed a number of complaints to the Federal Energy Regulatory
Commission ("FERC") against many suppliers of electricity, including Commerce
with respect to events stemming from the 2001 energy crisis in California.
Pursuant to the complaints, the State of California is challenging the FERC's
enforcement of its market-based rate system. Although CEI did not own generation
facilities, the State of California is claiming that CEI was unjustly enriched
by the run-up in charges caused by the alleged market manipulation of other
market participants. On March 18, 2010, the Administrative Law Judge in the
matter granted a motion to strike the claim for all parties in one of the
complaints, holding that California did not prove that the reporting errors
masked the accumulation of market power. California has appealed the decision.
CEI continues to vigorously contest this matter which is not expected to have a
material impact on the financial condition of the Company.
Controls and procedures
At September 30, 2011, the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO")of the Company, along with the assistance of senior management,
have designed disclosure controls and procedures to provide reasonable assurance
that material information relating to Just Energy is made known to the CEO and
CFO, and have designed internal controls over financial reporting to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with IFRS. During the interim
period, there have been no changes in Just Energy's policies and procedures that
comprise its internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
Corporate governance
Just Energy is committed to transparency in our operations and our approach to
governance meets all recommended standards. Full disclosure of our compliance
with existing corporate governance rules is available on our website at
www.justenergygroup.com and is included in Just Energy's May 20, 2011,
management information circular. Just Energy actively monitors the corporate
governance and disclosure environment to ensure timely compliance with current
and future requirements.
Outlook
The second quarter of fiscal 2012 demonstrates the continued effects of Just
Energy's ongoing diversification beyond its core business of five-year
fixed-price residential gas and electricity contracts. Over the past three
years, Just Energy's management has taken a number of steps intended to use new
products and markets to provide growth as the current commodity price
environment, which has been an extended period of stable low prices, is not
conducive to the sale of long-term fixed-price offerings.
In the energy marketing business, the acquisition of Hudson and the expansion of
Just Energy's commercial offering continues to be a major success. This
profitable business segment has grown from 33% of Just Energy's customer base to
44% based on marketing success since the acquisition. In addition to commercial
growth, new residential products based on variable price options are being
offered and JustGreen and JustClean product additions are becoming more
accepted, benefiting the Company with a larger, more sustainable and faster
growing customer base. As a result, this business will generate lower margins
than the current fixed price offerings but as the past quarters have shown, the
overall business can continue to grow the total number of customers, total gross
margin and EBITDA while this transition takes place.
The post quarter-end addition of Fulcrum and its affinity marketing focus will
add another marketing channel previously not pursued by Just Energy. As well as
being strategic, this acquisition is immediately accretive to shareholders.
Recently developed telemarketing and Internet sales as well as the Momentis
network marketing unit are also further diversifications of the Company's sales
platform.
Green products continued to grow as a portion of the residential base. JustGreen
as a percentage of the natural gas residential book tripled year over year to 9%
while JustGreen currently makes up 12% of the electricity residential book.
These profitable products are saleable to a broad spectrum of the residential
market and contribute to improve renewals rates at the end of the contracts.
Just Energy has contracts with 25 green energy projects across the Company's
markets and continues to look for more opportunities as the business expands.
National Home Services was another diversification that contributed to growth
this quarter. The number of installed units was up 42% year over year with
margin from those units up 73% to $6.5 million in the quarter. This growth,
along with improved results at the Company's ethanol plant, more than offset
lower margins in the energy marketing business. Just Energy expects continued
contribution from these businesses, particularly as NHS expands into new
geographic territories.
Overall, the second quarter of fiscal 2012 showed the compound impact of past
diversifications. Gross margin was up 6% (4% per share) versus the prior
comparable quarter. For the six months ended September 30, 2011, gross margin is
up 11% (9% per share), ahead of the published fiscal 2012 guidance of 5% per
share. Adjusted EBITDA, which management believes is the best measure of
operating performance, was up 28% (25% per share) for the quarter, the second
consecutive quarter with greater than 20% per share growth. Year to date,
Adjusted EBITDA is up 27% (24% per share), again, ahead of the Company's 5%
guidance for fiscal 2012 and consistent with management's expectation over the
quarters in fiscal 2011 that were impacted by the warm 2010 winter. Adjusted
EBITDA reflects the business profit after maintenance capital and before selling
and marketing costs to grow future embedded gross margin. Base EBITDA (after all
selling and marketing costs) was up 23% (20% per share) for the quarter and 29%
(26% per share) for the year to date.
Operating results were also strong on every measure, although they are being
measured against quarters with weather-related losses in fiscal 2011. Payout
ratio on Adjusted EBITDA was 91% versus 113% in the prior comparable period, the
second consecutive quarter where Just Energy's payout ratio has been down
significantly.
The 238,000 customers added in the quarter are consistent with the additions
seen in recent quarters. Net additions were sufficient to result in an 8%
increase the customer base year over year. With new products and improving
results from NHS and Terra Grain Fuels, this level of customer growth will allow
continued growth in line with the Company's 5% margin and Adjusted EBITDA
targets. This, in turn, will allow Just Energy to comfortably maintain its
current $1.24 annual dividend.
The Company continues to actively monitor possible acquisition opportunities
within its current business segments.
JUST ENERGY GROUP INC.
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT
(thousands of Canadian dollars)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Notes September 30, 2011 March 31, 2011
------------------------------------------------
ASSETS
Non-current assets
Property, plant and
equipment $ 247,549 $ 234,002
Intangible assets 531,557 640,219
Contract initiation costs 36,889 29,654
Other non-current
financial assets 6 5,311 5,384
Non-current receivables 5,394 4,569
Deferred tax asset 86,827 121,785
--------------------------------------
$ 913,527 $ 1,035,613
--------------------------------------
Current assets
Inventories $ 10,606 $ 6,906
Gas delivered in excess of
consumption 66,646 3,481
Gas in storage 50,471 6,133
Current trade and other
receivables 252,121 281,685
Accrued gas receivables 763 26,535
Unbilled revenues 98,437 112,147
Prepaid expenses and
deposits 8,651 6,079
Other current assets 6 8,293 3,846
Corporate tax recoverable 9,643 9,135
Cash and cash equivalents 165,006 98,466
--------------------------------------
670,637 554,413
--------------------------------------
TOTAL ASSETS $ 1,584,164 $ 1,590,026
--------------------------------------
DEFICIT AND LIABILITIES
Deficit attributable to
equity holders of the
parent
Deficit $ (1,389,586) $ (1,349,928)
Accumulated other
comprehensive income 7 109,682 123,919
Shareholders' capital 8 981,071 963,982
Equity component of
convertible debentures 9(e)(f) 25,795 18,186
Contributed surplus 56,670 52,723
--------------------------------------
TOTAL DEFICIT (216,368) (191,118)
--------------------------------------
Non-current liabilities
Long-term debt 9 628,963 507,460
Provisions 3,654 3,244
Deferred lease inducements 1,439 1,622
Other non-current
financial liabilities 6 271,235 355,412
Deferred tax liability 8,982 22,919
--------------------------------------
914,273 890,657
--------------------------------------
Current liabilities
Bank indebtedness 3,981 2,314
Trade and other payables 251,958 275,503
Accrued gas payable 773 19,353
Deferred revenue 74,075 -
Income taxes payable 1,612 9,788
Current portion of long-
term debt 9 95,210 94,117
Provisions 4,264 4,006
Other current financial
liabilities 6 454,386 485,406
--------------------------------------
886,259 890,487
--------------------------------------
TOTAL LIABILITIES 1,800,532 1,781,144
--------------------------------------
TOTAL DEFICIT AND
LIABILITIES $ 1,584,164 $ 1,590,026
--------------------------------------
Commitments (Note 15) Subsequent event (Note 16)
See accompanying notes to the interim consolidated financial statements
JUST ENERGY GROUP INC.
INTERIM CONSOLIDATED INCOME STATEMENTS
(thousands of Canadian dollars)
----------------------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
Note
s 2011 2010 2011 2010
---------------------------------------------------------
SALES 10 $ 600,043 $ 657,878 $1,226,243 $1,267,562
COST OF SALES 497,482 561,159 1,029,421 1,090,488
----------------------------------------------------
GROSS MARGIN 102,561 96,719 196,822 177,074
----------------------------------------------------
EXPENSES
Administrative
expenses 28,774 25,963 57,058 54,804
Selling and
marketing
expenses 35,302 36,950 69,856 66,708
Other operating
expenses 11(a) 40,444 43,625 79,584 81,708
----------------------------------------------------
104,520 106,538 206,498 203,220
----------------------------------------------------
Operating loss (1,959) (9,819) (9,676) (26,146)
Finance costs 9 (14,340) (15,605) (28,132) (28,360)
Change in fair
value of
derivative
instruments 6 24,896 (204,136) 104,593 131,411
Other income 2,834 921 2,999 2,703
----------------------------------------------------
Income (loss)
before income tax 11,431 (228,639) 69,784 79,608
Provision for
(recovery of)
income tax 12 14,925 (95,203) 22,146 (57,745)
----------------------------------------------------
PROFIT (LOSS) FOR
THE PERIOD $ (3,494) $ (133,436) $ 47,638 $ 137,353
----------------------------------------------------
Attributable to:
Shareholders/
Unitholders
of Just
Energy $ (3,494) $ (133,733) $ 47,638 $ 139,676
Non-controlling
interests - 297 - (2,323)
----------------------------------------------------
PROFIT (LOSS) FOR
THE PERIOD $ (3,494) $ (133,436) $ 47,638 $ 137,353
----------------------------------------------------
See accompanying notes to the interim consolidated financial statements
Profit (loss) per
share/unit 13
Basic $(0.03) $(1.07) $0.35 $1.12
Diluted $(0.03) $(1.07) $0.35 $0.99
JUST ENERGY GROUP INC.
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(thousands of Canadian dollars)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
Notes 2011 2010 2011 2010
----------------------------------------------------------
Profit (loss) for
the period $ (3,494) $ (133,436) $ 47,638 $ 137,353
----------------------------------------------------
Other
comprehensive
income (loss) 7
Unrealized gain
on translation
of foreign
operations 19,272 (5,634) 15,527 9,247
Amortization of
deferred
unrealized gain
of discontinued
hedges net of
income taxes of
$861 (2010 -
$4,589) and
$6,514 (2010 -
$10,439) for the
three and six
months ended
September 30,
respectively 6 (16,747) (23,195) (29,764) (51,918)
----------------------------------------------------
Other
comprehensive
income (loss) for
the period, net
of tax 2,525 (28,829) (14,237) (42,671)
----------------------------------------------------
Total
comprehensive
income (loss)
for the period,
net of tax $ (969) $ (162,265) $ 33,401 $ 94,682
----------------------------------------------------
Total
comprehensive
income (loss)
attributable to:
Shareholders/Unit
holders of Just
Energy $ (969) $ (162,562) $ 33,401 $ 97,005
Non-controlling
interest - 297 - (2,323)
----------------------------------------------------
Total
comprehensive
income (loss)
for the period,
net of tax $ (969) $ (162,265) $ 33,401 $ 94,682
----------------------------------------------------
See accompanying notes to the interim consolidated financial statements
JUST ENERGY GROUP INC.
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED SEPTEMBER 30
(thousands of Canadian dollars)
----------------------------------------------------------------------------
Notes 2011 2010
---------------------------------
ATTRIBUTABLE TO THE
SHAREHOLDERS/UNITHOLDERS
Accumulated deficit
Accumulated deficit, beginning of period $ (315,934) $ (671,010)
Profit for the period, attributable to the
Shareholders/Unitholders 47,638 139,676
----------------------------
Accumulated deficit, end of period (268,296) (531,334)
----------------------------
DISTRIBUTIONS /DIVIDENDS
Distributions and dividends, beginning of
period (1,033,994) (885,659)
Distributions and dividends (87,296) (78,989)
----------------------------
Distributions and dividends, end of period (1,121,290) (964,648)
----------------------------
DEFICIT $ (1,389,586) $ (1,495,982)
----------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME 7
Accumulated other comprehensive income,
beginning of period $ 123,919 $ 221,969
Other comprehensive loss (14,237) (42,671)
----------------------------
Accumulated other comprehensive income, end
of period $ 109,682 $ 179,298
----------------------------
SHAREHOLDERS'/UNITHOLDERS' CAPITAL
Shareholders' /Unitholders' capital,
beginning of period $ 963,982 $ 777,856
Share units exchanged - 8,884
Share units issued on exercise/exchange of
unit compensation 728 461
Dividend reinvestment plan 16,361 11,012
----------------------------
Shareholders'/Unitholders' capital, end of
period $ 981,071 $ 798,213
----------------------------
EQUITY COMPONENT OF CONVERTIBLE DEBENTURES 9
Balance, beginning of period $ 18,186 $ -
Allocation of new convertible debentures
issued 10,188 33,914
Future tax impact on convertible debentures (2,579) (15,728)
----------------------------
Balance, end of period $ 25,795 $ 18,186
----------------------------
CONTRIBUTED SURPLUS
Balance, beginning of period $ 52,723 $ -
Add: Share-based compensation awards 4,606 -
Non-cash deferred share grant
distributions 69 -
Less: Share-based awards exercised (728) -
----------------------------
Balance, end of period $ 56,670 $ -
----------------------------
See accompanying notes to the interim consolidated financial statements
JUST ENERGY GROUP INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of Canadian dollars)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
Net inflow (outflow) of cash
related to the following
activities 2011 2010 2011 2010
-----------------------------------------------
OPERATING
Income (loss) before income
tax $ 11,431 $ (228,639) $ 69,784 $ 79,608
-----------------------------------------------
Items not affecting cash
Amortization of intangible
assets and related supply
contracts 29,633 32,255 58,937 59,427
Amortization of contract
initiation costs 3,627 4,183 7,498 6,271
Amortization included in
cost of goods sold 3,034 2,280 5,937 4,690
Amortization of property,
plant and equipment 1,435 1,892 2,776 3,812
Share-based compensation 2,925 2,573 4,606 4,583
Financing charges, non-cash
portion 2,017 2,162 3,940 3,643
Transaction costs - 185 - 1,284
Other (102) 162 (187) 74
Change in fair value of
derivative instruments (24,896) 204,136 (104,593) (131,411)
-----------------------------------------------
17,673 249,828 (21,086) (47,627)
-----------------------------------------------
Adjustment required to
reflect net cash receipts
from gas sales 12,084 18,527 15,192 26,963
-----------------------------------------------
Changes in non-cash working
capital (5,246) (23,125) (9,295) (17,021)
-----------------------------------------------
35,942 16,591 54,595 41,923
Income tax paid (2,262) (5,530) (5,221) (7,986)
-----------------------------------------------
Cash inflow from operating
activities 33,680 11,061 49,374 33,937
-----------------------------------------------
INVESTING
Purchase of property, plant
and equipment (10,406) (10,785) (22,001) (20,392)
Purchase of intangible assets (1,897) (533) (3,494) (895)
Acquisitions of a subsidiary,
net of cash acquired - (4,791) (2,223) (256,763)
Transaction costs on
acquisitions - (185) - (1,284)
Proceeds of long-term
receivables (525) 105 (786) 3,233
Contract initiation costs (7,045) (3,598) (13,907) (7,272)
-----------------------------------------------
Cash outflow from investing
activities (19,873) (19,787) (42,411) (283,373)
-----------------------------------------------
FINANCING
Dividends paid (35,968) (33,598) (70,865) (66,841)
Increase (decrease) in bank
indebtedness (2,272) (6,990) 1,667 (7,373)
Issuance of long-term debt,
net of debt issuance costs 179,118 17,785 248,059 366,982
Repayment of long-term debt (65,722) (772) (119,428) (50,158)
-----------------------------------------------
Cash inflow (outflow) from
financing activities 75,156 (23,575) 59,433 242,610
-----------------------------------------------
Effect of foreign currency
translation on cash balances (198) 2,344 144 7,045
-----------------------------------------------
Net cash inflow (outflow) 88,765 (29,957) 66,540 219
Cash, beginning of period 76,241 108,958 98,466 78,782
-----------------------------------------------
Cash, end of period $ 165,006 $ 79,001 $ 165,006 $ 79,001
-----------------------------------------------
See accompanying notes to the interim consolidated financial statements
JUST ENERGY GROUP INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2011
(thousands of Canadian dollars, except where indicated and per unit/share
amounts)
----------------------------------------------------------------------------
1. ORGANIZATION
Effective January 1, 2011, Just Energy completed the conversion from an income
trust, Just Energy Income Fund (the "Fund"), to a corporation (the
"Conversion"). The plan of arrangement was approved by unitholders on June 29,
2010, and by the Alberta Court of the Queen's Bench on June 30, 2010, and going
forward operates under the name, Just Energy Group Inc. ("JEGI", "Just Energy"
or the "Company"). JEGI was a newly incorporated entity for the purpose of
acquiring the outstanding units of the Fund, exchangeable shares of Just Energy
Exchange Corp. ("JEEC") and the Class A preference shares of Just Energy Corp.
("JEC") in each case on a one for one basis for common shares of JEGI. There was
no change in the ownership of the business, and therefore, there is no impact to
the consolidated financial statements except for the elimination of unitholders'
equity and the recording of shareholders' equity in the same amount.
Just Energy is a corporation established under the laws of Canada to hold
securities and to distribute the income of its directly or indirectly owned
operating subsidiaries and affiliates: Just Energy Ontario L.P., Just Energy
Manitoba L.P., Just Energy Quebec L.P., Just Energy (B.C.) Limited Partnership,
Just Energy Alberta L.P., Alberta Energy Savings L.P. ("AESLP"), Just Energy
Illinois Corp., Just Energy New York Corp., Just Energy Indiana Corp., Just
Energy Texas L.P., Just Energy Massachusetts Corp., Just Energy Michigan Corp.,
Just Energy Pennsylvania Corp., Universal Energy Corporation, Commerce Energy
Inc. ("Commerce" or "CEI"), National Energy Corporation (which operates under
the trade name of National Home Services ("NHS")), Hudson Energy Services, LLC,
and Hudson Energy Canada Corp. (collectively "Hudson" or "HES"), Momentis Canada
Corp. and Momentis U.S. Corp. (collectively, "Momentis"), Terra Grain Fuels Inc.
("TGF"), Hudson Energy Solar Corp. ("Hudson Solar") and Just Energy Limited
("JEL").
The registered office of Just Energy is First Canadian Place, 100 King Street
West, Toronto, Ontario, Canada. The consolidated financial statements consist of
Just Energy, its subsidiaries and affiliates. The financial statements were
approved by the Board of Directors on November 8, 2011.
2. OPERATIONS
Just Energy's business primarily involves the sale of natural gas and/or
electricity to residential and commercial customers under long-term fixed-price,
price-protected or variable-priced contracts and green energy products. By
fixing the price of natural gas or electricity under its fixed-price or
price-protected program contracts for a period of up to five years, Just
Energy's customers offset their exposure to changes in the price of these
essential commodities. Variable rate products allow customers to maintain
competitive rates while retaining the ability to lock into a fixed price at
their discretion. Just Energy, which commenced business in 1997, derives its
margin or gross profit from the difference between the price at which it is able
to sell the commodities to its customers and the related price at which it
purchases the associated volumes from its suppliers. Just Energy also offers
green products through its JustGreen and JustClean programs. The electricity
JustGreen product offers the customer the option of having all or a portion of
his or her electricity sourced from renewable green sources such as wind, run of
the river hydro or biomass. The gas JustGreen product offers carbon offset
credits that will allow the customer to reduce or eliminate the carbon footprint
of their home or business. JustClean products allow customers in certain
jurisdictions to offset their carbon footprint without purchasing commodity from
Just Energy. JustClean can be offered in all states and provinces and is not
dependent on energy deregulation. Management believes that the JustGreen and
JustClean products will not only add to profits but will also increase sales
receptivity and improve renewal rates.
In addition, through National Home Services, Just Energy sells and rents high
efficiency and tankless water heaters, air conditioners and furnaces to Ontario
residents. Through its subsidiary, Terra Grain Fuels, Just Energy produces and
sells wheat-based ethanol. Just Energy has also launched Hudson Solar, a solar
project development platform in New Jersey.
3. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
In 2010, the Canadian Institute of Chartered Accountants ("CICA") Handbook was
revised to incorporate International Financial Reporting Standards ("IFRS") and
requires publicly accountable enterprises to apply such standards effective for
years beginning on or after January 1, 2011. Accordingly, the Company commenced
reporting on this basis for the interim financial statements for fiscal 2012.
These consolidated financial statements have been prepared in accordance with
IFRS applicable to the preparation of interim financial statements, including
International Accounting Standard ("IAS") 34, Interim Financial Reporting, and
IFRS 1, First-time Adoption of International Financial Reporting Standards.
Subject to certain transition elections, the Company has consistently applied
the same accounting policies in its opening IFRS consolidated balance sheet at
April 1, 2010, and throughout all periods presented, as if these policies had
always been in effect. Note 17 discloses the impact of the transition to IFRS on
the Company's reported financial position, financial performance and cash flows,
including the nature and effect of significant changes in accounting policies
from those used in the Company's audited annual consolidated financial
statements for the year ended March 31, 2011, prepared under Canadian generally
accepted accounting principles ("CGAAP").
The policies applied in these consolidated financial statements are based on
IFRS issued and outstanding as of September 30, 2011. Any subsequent changes to
IFRS pertaining to the Company's annual consolidated statements of financial
position, income and comprehensive income for the year ending March 31, 2012,
could result in a restatement of these consolidated financial statements,
including the transition adjustments recognized on changeover to IFRS.
The consolidated financial statements should be read in conjunction with the
Company's CGAAP audited annual consolidated financial statements for the year
ended March 31, 2011, as well as the Company's first IFRS unaudited interim
consolidated financial statements for the three-month period ended June 30,
2011. Note 17 of these financial statements discloses the impact of the
transition to IFRS on the Company's reported financial position.
(a) Basis of presentation
The consolidated financial statements are presented in Canadian dollars, the
functional currency of Just Energy, and all values are rounded to the nearest
thousand. The statements are prepared on an historical cost basis except for the
derivative financial instruments, which are stated at fair value.
(b) Principles of consolidation
The consolidated financial statements include the accounts of Just Energy and
its directly or indirectly owned subsidiaries and affiliates as at September 30,
2011. Subsidiaries and affiliates are consolidated from the date of acquisition
and control, and continue to be consolidated until the date that such control
ceases. The financial statements of the subsidiaries and affiliates are prepared
for the same reporting period as Just Energy, using consistent accounting
policies. All intercompany balances, income, expenses, and unrealized gains and
losses resulting from intercompany transactions are eliminated on consolidation.
4. (i) SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the consolidated financial statements requires the use of
estimates and assumptions to be made in applying the accounting policies that
affect the reported amounts of assets, liabilities, income, expenses and the
disclosure of contingent liabilities. The estimates and related assumptions are
based on previous experience and other factors considered reasonable under the
circumstances, the results of which form the basis of making the assumptions
about carrying values of assets and liabilities that are not readily apparent
from other sources.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised. Judgments made by management in the application of IFRS
that have significant impact on the consolidated financial statements relate to
the following:
Impairment of non-financial assets
Just Energy's impairment test is based on value-in-use calculations that use a
discounted cash flow model. The cash flows are derived from the budget for the
next five years and are sensitive to the discount rate used as well as the
expected future cash inflows and the growth rate used for extrapolation
purposes.
Deferred taxes
Significant management judgment is required to determine the amount of deferred
tax assets that can be recognized, based upon the likely timing and the level of
future taxable income realized, including the usage of tax-planning strategies.
Development costs
Development costs are capitalized when the product or process is technically and
commercially feasible and sufficient resources have been allocated to complete
development. Initial capitalization of costs is based on management's judgment
that technical and economical feasibility is confirmed, usually when a project
has reached a defined milestone according to an established project management
model. At September 30, 2011, the carrying amount of capitalized development
costs was $16,056 (September 30, 2010 - $17,986). This amount primarily includes
costs for the internal development of software tools for the customer billing
and analysis in the various operating jurisdictions. These software tools are
developed by the internal information technology and operations department for
specific regional market requirements.
Useful life of key property, plant and equipment and intangible assets
The amortization method and useful lives reflect the pattern in which management
expects the asset's future economic benefits to be consumed by Just Energy.
Provisions for litigation
The State of California has filed a number of complaints to the Federal Energy
Regulatory Commission ("FERC") against many suppliers of electricity, including
Commerce, a subsidiary of Just Energy, with respect to events stemming from the
2001 energy crises in California. Pursuant to the complaints, the State of
California is challenging FERC's enforcement of its market-based rate system. At
this time, the likelihood of damages or recoveries and the ultimate amounts, if
any, with respect to this litigation are not certain; however, an estimated
amount has been recorded in these consolidated financial statements as at
September 30, 2011. In the general course of operations, Just Energy has made
additional provisions for litigation matters that have arisen.
Trade receivables
Just Energy reviews its individually significant receivables at each reporting
date to assess whether an impairment loss should be recorded in the consolidated
income statement. In particular, judgment by management is required in the
estimation of the amount and timing of future cash flows when determining the
impairment loss. In estimating these cash flows, Just Energy makes judgments
about the borrower's financial situation and the net realizable value of
collateral. These estimates are based on assumptions about a number of factors.
Actual results may differ, resulting in future changes to the allowance.
Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in
the consolidated statement of financial position cannot be derived from active
markets, they are determined using valuation techniques including discounted
cash flow models. The inputs to these models are taken from observable markets
where possible, but where this is not feasible, a degree of judgment is required
in establishing fair values. The judgment includes consideration of inputs such
as liquidity risk, credit risk and volatility. Changes in assumptions about
these factors could affect the reported fair value of financial instruments.
Refer to Note 6 for further details about the assumptions as well as sensitivity
analysis.
Acquisition accounting
For acquisition accounting purposes, all identifiable assets, liabilities and
contingent liabilities acquired in a business combination are recognized at fair
value on the date of acquisition. Estimates are used to calculate the fair value
of these assets and liabilities as at the date of acquisition.
(ii) ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
IFRS 9, Financial Instruments
As of April 1, 2013, Just Energy will be required to adopt IFRS 9, Financial
Instruments, which is the result of the first phase of the IASB's project to
replace IAS 39, Financial Instruments: Recognition and Measurement. The new
standard replaces the current multiple classification and measurement models for
financial assets and liabilities with a single model that has only two
classification categories: amortized cost and fair value. The Company has not
yet assessed the impact of the standard or determined whether it will adopt the
standard early.
IFRS 10, Consolidated Financial Statements
As of April 1, 2013, IFRS 10, Consolidated Financial Statements will replace
portions of IAS 27, Consolidated and Separate Financial Statements, and
interpretation SIC-12, Consolidation: Special Purpose Entities. The new standard
requires consolidated financial statements to include all controlled entities
under a single control model. The Company will be considered to control an
investee when it is exposed, or has rights to variable returns from its
involvement with the investee, and has the current ability to affect those
returns through its power over the investee.
As required by this standard, control is reassessed as facts and circumstances
change. All facts and circumstances must be considered to make a judgment about
whether the Company controls another entity; there are no clear lines.
Additional guidance is given on how to evaluate whether certain relationships
give the Company the current ability to affect its returns, including how to
consider options and convertible instruments, holding less than a majority of
voting rights, how to consider protective rights, and principal-agency
relationships (including removal rights), all of which may differ from current
practice. The Company has not yet assessed the impact of the standard or
determined whether it will adopt the standard early.
IFRS 11, Joint Arrangements
On April 1, 2013, Just Energy will be required to adopt IFRS 11, Joint
Arrangements, which applies to accounting for interests in joint arrangements
where there is joint control. The standard requires the joint arrangements to be
classified as either joint operations or joint ventures. The structure of the
joint arrangement would no longer be the most significant factor when
classifying the joint arrangement as either a joint operation or a joint
venture. In addition, the option to account for joint ventures (previously
called "jointly controlled entities") using proportionate consolidation will be
removed and replaced by equity accounting.
Due to the adoption of this new section, the Company will transition the
accounting for joint ventures from the proportionate consolidation method to the
equity method by aggregating the carrying values of the proportionately
consolidated assets and liabilities into a single line item. The Company has not
yet assessed the impact of the standard or determined whether it will adopt the
standard early.
IFRS 12, Disclosure of Interests in Other Entities
On April 1, 2013, Just Energy will be required to adopt IFRS 12, Disclosure of
Interests in Other Entities, which includes disclosure requirements about
subsidiaries, joint ventures and associates, as well as unconsolidated
structured entities, and replaces existing disclosure requirements. Due to this
new section, the Company will be required to disclose the following: judgments
and assumptions made when deciding how to classify involvement with another
entity, interests that non-controlling interests have in consolidated entities,
and nature of the risks associated with interests in other entities. The Company
has not yet assessed the impact of the standard or determined whether it will
adopt the standard early.
IFRS 13, Fair Value Measurement
On April 1, 2013, Just Energy will be required to adopt IFRS 13, Fair Value
Measurement. The new standard will generally converge the IFRS and CGAAP
requirements for how to measure fair value and the related disclosures. IFRS 13
establishes a single source of guidance for fair value measurements, when fair
value is required or permitted by IFRS. Upon adoption, the Company will provide
a single framework for measuring fair value while requiring enhanced disclosures
when fair value is applied. In addition, fair value will be defined as the "exit
price" and concepts of "highest and best use" and "valuation premise" would be
relevant only for non-financial assets and liabilities. The Company has not yet
assessed the impact of the standard or determined whether it will adopt the
standard early.
IAS 27, Separate Financial Statements
On April 1, 2013, Just Energy will be required to adopt IAS 27, Separate
Financial Statements. As a result of the issue of the new consolidation suite of
standards, IAS 27 has been reissued to reflect the change as the consolidation
guidance has recently been included in IFRS 10.
In addition, IAS 27 will now only prescribe the accounting and disclosure
requirements for investments in subsidiaries, joint ventures and associates when
the Company prepares separate financial statements. The Company has not yet
assessed the impact of the standard or determined whether it will adopt the
standard early.
IAS 28, Investments in Associates and Joint Ventures
On April 1, 2013, Just Energy will be required to adopt IAS 28, Investments in
Associates and Joint Ventures. As a consequence of the issue of IFRS 10, IFRS 11
and IFRS 12, IAS 28 has been amended and will further provide the accounting
guidance for investments in associates and will set out the requirements for the
application of the equity method when accounting for investments in associates
and joint ventures.
This standard will be applied by the Company when there is joint control or
significant influence over an investee. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but
does not include control or joint control of those policy decisions. When
determined that the Company has an interest in a joint venture, the Company will
recognize an investment and will account for it using the equity method in
accordance with IAS 28. The Company has not yet assessed the impact of the
standard or determined whether it will adopt the standard early.
5. SEASONALITY OF OPERATIONS
Gas consumption by customers is typically highest in October through March and
lowest in April through September. Electricity consumption is typically highest
in January through March and July through September. Electricity consumption is
lowest in October through December and April through June.
6. FINANCIAL INSTRUMENTS
(a) Fair value
Fair value is the estimated amount that Just Energy would pay or receive to
dispose of these supply contracts in an arm's length transaction between
knowledgeable, willing parties who are under no compulsion to act. Management
has estimated the value of electricity, unforced capacity, heat rates, heat rate
options, renewable and gas swap and forward contracts using a discounted cash
flow method which employs market forward curves that are either directly sourced
from third parties or are developed internally based on third party market data.
These curves can be volatile thus leading to volatility in the mark to market
with no impact to cash flows. Gas options have been valued using the Black
option value model using the applicable market forward curves and the implied
volatility from other market traded gas options.
Effective July 1, 2008, Just Energy ceased the utilization of hedge accounting.
Accordingly, all the mark to market changes on Just Energy's derivative
instruments are recorded on a single line on the consolidated income statements.
Due to the commodity volatility and size of Just Energy, the quarterly swings in
mark to market on these positions will increase the volatility in Just Energy's
earnings.
The following tables illustrate gains/(losses) related to Just Energy's
derivative financial instruments classified as held-for-trading and recorded on
the balance sheet as other assets and other liabilities with their offsetting
values recorded in change in fair value derivative instruments for the three
months ended September 30, 2011:
Change in Fair Value of Derivative Instruments
For the three For the three For the three For the three
months ended months ended months ended months ended
September 30, September 30, September 30, September 30,
2011 2011 (USD) 2010 2010 (USD)
Canada
Fixed-for-floating
electricity swaps
(i) $ 32,805 n/a $ (4,605) n/a
Renewable energy
certificates (ii) (9) n/a (3) n/a
Verified emission-
reduction credits
(iii) (10) n/a (1,189) n/a
Options (iv) (122) n/a 1,692 n/a
Physical gas
forward contracts
(v) 31,991 n/a (61,473) n/a
Transportation
forward contracts
(vi) 1,569 n/a (1,433) n/a
Fixed financial
swaps (vii) 1,742 n/a - n/a
United States
Fixed-for-floating
electricity swaps
(viii) 488 498 (24,172) (23,263)
Physical
electricity
forwards (ix) (8,625) (8,799) (28,881) (27,795)
Unforced capacity
forward contracts
(x) (1,682) (1,716) (209) (201)
Unforced capacity
physical
contracts (xi) (4,301) (4,388) (255) (246)
Renewable energy
certificates
(xii) 1,560 1,591 (1,159) (1,116)
Verified emission-
reduction credits
(xiii) (24) (24) (331) (318)
Options (xiv) 431 439 749 721
Physical gas
forward contracts
(xv) (1,053) (1,075) (11,315) (10,890)
Transportation
forward contracts
(xvi) 417 425 (365) (351)
Heat rate swaps
(xvii) 3,624 3,697 (4,464) (4,296)
Fixed financial
swaps (xviii) (10,063) (10,266) (33,107) (31,862)
Foreign exchange
forward contracts
(xix) (2,521) n/a 524 n/a
Ethanol physical
forward contracts
(xx) (40) n/a - n/a
Amortization of
deferred unrealized
gains on
discontinued hedges 15,886 n/a 27,784 n/a
Amortization of
derivative
financial
instruments related
to acquisitions (37,167) n/a (39,042) n/a
Liability associated
with exchangeable
shares & equity
based compensation - $ - (22,882) n/a
----------------------------------------------------------------------------
Change in Fair Value
of Derivative
Instruments $ 24,896 $ (204,136)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The following tables illustrate gains/(losses) related to Just Energy's
derivative financial instruments classified as held-for-trading and recorded on
the balance sheet as other assets and other liabilities with their offsetting
values recorded in change in fair value derivative instruments for the six
months ended September 30, 2011:
Change In Fair Value of Derivative Instruments
For the six For the six
months For the six months For the six
ended months ended ended months ended
September September 30, September September 30,
30, 2011 2011 (USD) 30, 2010 2010 (USD)
Canada
Fixed-for-floating
electricity swaps
(i) $ 72,896 n/a $ 134,236 n/a
Renewable energy
certificates (ii) 545 n/a (146) n/a
Verified emission-
reduction credits
(iii) (29) n/a (1,189) n/a
Options (iv) 4,201 n/a 855 n/a
Physical gas
forward contracts
(v) 60,467 n/a 22,155 n/a
Transportation
forward contracts
(vi) 2,230 n/a 11,917 n/a
Fixed financial
swaps (vii) (430) n/a - n/a
United States
Fixed-for-floating
electricity swaps
(viii) 15,993 16,521 72 255
Physical
electricity
forwards (ix) (9,188) (9,381) (6,199) (5,833)
Unforced capacity
forward contracts
(x) (3,021) (3,100) (369) (357)
Unforced capacity
physical
contracts (xi) (4,197) (4,280) (899) (872)
Renewable energy
certificates
(xii) 2,393 2,452 (1,839) (1,777)
Verified emission-
reduction credits
(xiii) (348) (359) (333) (321)
Options (xiv) 1,100 1,131 929 896
Physical gas
forward contracts
(xv) 4,792 4,966 19,319 18,921
Transportation
forward contracts
(xvi) 667 683 (208) (199)
Heat rate swaps
(xvii) 2,569 2,607 (7,522) (7,271)
Fixed financial
swaps (xviii) (4,870) (4,900) (25,741) (24,701)
Foreign exchange
forward contracts
(xix) (3,069) n/a 247 n/a
Ethanol physical
forward contracts
(xx) (85) n/a - n/a
Amortization of
deferred unrealized
gains on
discontinued hedges 36,278 n/a 62,357 n/a
Amortization of
derivative
financial
instruments related
to acquisitions (74,301) n/a (74,520) n/a
Liability associated
with exchangeable
shares & equity
based compensation - n/a (1,711) n/a
----------------------------------------------------------------------------
Change In Fair Value
of Derivative
Instruments $ 104,593 $ 131,411
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The following table summarizes certain aspects of the financial assets and
liabilities recorded in the consolidated financial statements as at September
30, 2011:
Other Other
Other assets Other assets liabilities liabilities
(current) (long term) (current) (long term)
Canada
Fixed-for-floating
electricity swaps
(i) $ - $ - $ 94,540 $ 57,242
Renewable energy
certificates (ii) 762 201 162 441
Verified emission-
reduction credits
(iii) 10 - 322 660
Options (iv) 844 461 - -
Physical gas
forward contracts
(v) - - 146,928 94,087
Transportation
forward contracts
(vi) - - 3,690 2,214
Fixed financial
swaps (vii) - 1,095 2,261 481
United States
Fixed-for-floating
electricity swaps
(viii) - 1,309 27,802 15,190
Physical
electricity
forwards (ix) 81 - 66,978 43,229
Unforced capacity
forward contracts
(x) 1,086 - 1,197 3,369
Unforced capacity
physical
contracts (xi) - - 4,209 2,848
Renewable energy
certificates
(xii) 1,627 223 630 1,411
Verified emission-
reduction credits
(xiii) 21 - 395 778
Options (xiv) 50 8 144 47
Physical gas
forward contracts
(xv) - - 36,327 14,895
Transportation
forward contracts
(xvi) - - 1,816 502
Heat rate swaps
(xvii) 3,762 2,014 24 62
Fixed financial
swaps (xviii) - - 65,318 33,745
Foreign exchange
forward contracts
(xix) - - 1,643 34
Ethanol physical
forward contracts
(xx) 50 - - -
----------------------------------------------------------------------------
As at September 30,
2011 $ 8,293 $ 5,311 $ 454,386 $ 271,235
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The following table summarizes certain aspects of the financial assets and
liabilities recorded in the consolidated financial statements as at March 31,
2011:
Other Other
Other assets Other assets liabilities liabilities
(current) (long term) (current) (long term)
Canada
Fixed-for-floating
electricity swaps
(i) $ - $ - $ 131,279 $ 93,397
Renewable energy
certificates (ii) 194 196 158 417
Verified emission-
reduction credits
(iii) - - 315 628
Options (iv) 815 692 4,403 -
Physical gas
forward contracts
(v) - - 166,634 134,847
Transportation
forward contracts
(vi) - 24 5,301 2,858
Fixed financial
swaps (vii) - 1,037 2,235 19
United States
Fixed-for-floating
electricity swaps
(viii) 125 45 29,028 25,719
Physical
electricity
forwards (ix) - 310 55,548 37,535
Unforced capacity
forward contracts
(x) 309 177 581 118
Unforced capacity
physical
contracts (xi) 100 410 1,606 1,280
Renewable energy
certificates
(xii) 44 49 1,037 1,610
Verified emission-
reduction credits
(xiii) 13 36 275 491
Options (xiv) 1 - 1,056 165
Physical gas
forward contracts
(xv) 40 - 32,883 19,354
Transportation
forward contracts
(xvi) - - 1,526 1,281
Heat rate swaps
(xvii) 639 2,408 180 131
Fixed financial
swaps (xviii) 40 - 51,361 35,562
Foreign exchange
forward contracts
(xix) 1,391 - - -
Ethanol physical
forward contracts
(xx) 135 - - -
----------------------------------------------------------------------------
As at March 31, 2011 $ 3,846 $ 5,384 $ 485,406 $ 355,412
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The following table summarizes financial instruments classified as
held-for-trading as at September 30, 2011, to which Just Energy has committed:
Total remaining
Contract type Notional volume volume Maturity date
Canada
----------------------------------------------------------------------------
(i) Fixed-for- 0.0001-48 MW h 8,843,178 MW h October 31, 2011 -
floating August 01, 2017
electricity
swaps (i)
----------------------------------------------------------------------------
(ii) Renewable 10-90,000 MW h 1,133,558 MW h December 31, 2011
energy - December 31,
certificates 2015
----------------------------------------------------------------------------
(iii) Verified 3,000-55,000 590,667 Tonnes December 31, 2011
emission Tonnes - December 31,
reduction 2014
credits
----------------------------------------------------------------------------
(iv) Options 119-28,500 2,348,816 GJ October 31, 2011 -
GJ/month February 28, 2014
----------------------------------------------------------------------------
(v) Physical gas 1-7,412 GJ/day 85,028,915 GJ October 31, 2011 -
forward March 31, 2016
contracts
----------------------------------------------------------------------------
(vi) Transportation 45-20,000 GJ/day 40,627,728 GJ October 31, 2011 -
forward May 31, 2015
contracts
----------------------------------------------------------------------------
(vii) Fixed financial 14,000-157,387 18,533,887 GJ October 31, 2011 -
swaps GJ/month December 31, 2016
----------------------------------------------------------------------------
United States
----------------------------------------------------------------------------
(viii) Fixed-for- 0.10-80 MW h 9,039,488 MW h October 31, 2011 -
floating September 30, 2016
electricity
swaps (i)
----------------------------------------------------------------------------
(ix) Physical 1-165 MW h 9,664,148 MW h October 31, 2011 -
electricity September 30, 2016
forwards
----------------------------------------------------------------------------
(x) Unforced 5-150 MW Cap 146,641 MW Cap October 31, 2011 -
capacity May 31, 2014
forward
contracts
----------------------------------------------------------------------------
(xi) Unforced 2-200 MW Cap 2,932 MW Cap October 31, 2011 -
capacity May 31, 2014
physical
contracts
----------------------------------------------------------------------------
(xii) Renewable 300-160,000 MW h 2,780,696 MW h December 31, 2011
energy - December 31,
certificates 2016
----------------------------------------------------------------------------
(xiii) Verified 8,000-50,000 900,948 Tonnes December 31, 2011
emission- Tonnes - December 31,
reduction 2016
credits
----------------------------------------------------------------------------
(xiv) Options 5-90,000 2,758,820 mmBTU October 31, 2011 -
mmBTU/month December 31, 2014
----------------------------------------------------------------------------
(xv) Physical gas 4-4,300 12,735,868 mmBTU October 03, 2011 -
forward mmBTU/day July 31, 2014
contracts
----------------------------------------------------------------------------
(xvi) Transportation 2-16,000 28,803,358 mmBTU October 31, 2011 -
forward mmBTU/day August 31, 2015
contracts
----------------------------------------------------------------------------
(xvii) Heat rate swaps 1-25 MW h 3,341,878 MW h October 31, 2011 -
June 30, 2016
----------------------------------------------------------------------------
(xviii) Fixed financial 930-1,150,000 53,859,757 mmBTU October 31, 2011 -
swaps mmBTU/month May 31, 2017
----------------------------------------------------------------------------
(xix) Foreign ($524-$3,669) n/a October 03, 2011 -
exchange (US$500-$3,500) October 01, 2012
forward
contracts
----------------------------------------------------------------------------
(xx) Ethanol forward 396,258 Gallons 2,377,548 Gallons October 01, 2011 -
physical December 01, 2011
contracts
----------------------------------------------------------------------------
Fair value
favourable/
Contract type Fixed price (unfavourable) Notional value
Canada
----------------------------------------------------------------------------
(i) Fixed-for- $28.75-$128.13 ($151,782) $535,555
floating
electricity
swaps (i)
----------------------------------------------------------------------------
(ii) Renewable $3.00-$26.00 $360 $7,284
energy
certificates
----------------------------------------------------------------------------
(iii) Verified $4.00-$11.50 ($972) $5,342
emission
reduction
credits
----------------------------------------------------------------------------
(iv) Options $7.16-$12.39 $1,305 $4,398
----------------------------------------------------------------------------
(v) Physical gas $2.95-$10.00 ($241,015) $593,930
forward
contracts
----------------------------------------------------------------------------
(vi) Transportation $0.0025-$1.59 ($5,907) $25,029
forward
contracts
----------------------------------------------------------------------------
(vii) Fixed financial $3.21-$8.79 ($1,647) $84,824
swaps
----------------------------------------------------------------------------
United States
----------------------------------------------------------------------------
(viii) Fixed-for- $25.47-$143.34 ($41,683) $510,614
floating (US$24.30- (US($39,766)) (US$487,134)
electricity $136.75)
swaps (i)
----------------------------------------------------------------------------
(ix) Physical $15.76-$115.56 ($110,126) $506,550
electricity (US$15.04- (US($105,062)) (US$483,257)
forwards $110.25)
----------------------------------------------------------------------------
(x) Unforced $1,905-$8,386 ($3,480) $11,401 (US$10,877)
capacity (US$1,817- ((US$3,320))
forward $8,000)
contracts
----------------------------------------------------------------------------
(xi) Unforced $1,048-$9,172 ($7,057) $12,862 (US$12,271)
capacity (US$1,000- ((US$6,732))
physical $8,750)
contracts
----------------------------------------------------------------------------
(xii) Renewable $1.021-$44.55 ($191) $18,303 (US$17,461)
energy (US$0.975- (US($182))
certificates $42.50)
----------------------------------------------------------------------------
(xiii) Verified $3.14-$9.17 ($1,152) $5,888 (US$5,617)
emission- (US$3.00-$8.75) (US$(1,099))
reduction
credits
----------------------------------------------------------------------------
(xiv) Options $8.12-$14.47 ($133) $3,891 (US$3,712)
(US$7.75- (US($127))
$13.80)
----------------------------------------------------------------------------
(xv) Physical gas $3.67-$12.45 ($51,222) $110,675
forward (US$3.50- (US($48,867)) (US$105,586)
contracts $11.88)
----------------------------------------------------------------------------
(xvi) Transportation $0.0026-$0.9014 ($2,318) ($51,649)
forward (US$0.0025- (US($2,211)) (US$49,274)
contracts $0.8600)
----------------------------------------------------------------------------
(xvii) Heat rate swaps $22.48-$78.58 $5,690 $134,983
(US$21.45- (US$5,428) (US$128,776)
$74.97)
----------------------------------------------------------------------------
(xviii) Fixed financial $4.01-$9.85 ($99,063) $356,295
swaps (US$3.83-$9.40) (US($94,508)) (US$339,911)
----------------------------------------------------------------------------
(xix) Foreign $0.969-$1.037 ($1,677) $34,516 (US$34,389)
exchange
forward
contracts
----------------------------------------------------------------------------
(xx) Ethanol forward $2.28-$2.48 $50 $5,642
physical
contracts
----------------------------------------------------------------------------
(i) Some of the electricity fixed-for-floating contracts related to the Province
of Alberta and the Province of Ontario are load-following, wherein the quantity
of electricity contained in the supply contract "follows" the usage of customers
designated by the supply contract. Notional volumes associated with these
contracts are estimates and are subject to change with customer usage
requirements. There are also load shaped fixed-for-floating contracts in these
and the rest of Just Energy's electricity markets wherein the quantity of
electricity is established but varies throughout the term of the contracts.
The estimated amortization of deferred gains and losses reported in accumulated
other comprehensive income that is expected to be amortized to net income within
the next 12 months is a gain of $52,461.
These derivative financial instruments create a credit risk for Just Energy
since they have been transacted with a limited number of counterparties. Should
any counterparty be unable to fulfill its obligations under the contracts, Just
Energy may not be able to realize the other asset balance recognized in the
consolidated financial statements.
Fair value ("FV") hierarchy
Level 1
The fair value measurements are classified as Level 1 in the FV hierarchy if the
fair value is determined using quoted, unadjusted market prices. Just Energy
values its cash and cash equivalent, accounts receivable, unbilled revenue, bank
indebtedness, accounts payable and accrued liabilities, unit distributions
payable, and long-term debt under Level 1.
Level 2
Fair value measurements that require inputs other than quoted prices in Level 1,
either directly or indirectly, are classified as Level 2 in the FV hierarchy.
This could include the use of statistical techniques to derive the FV curve from
observable market prices. However, in order to be classified under Level 2,
inputs must be substantially observable in the market. Just Energy values its
New York Mercantile Exchange ("NYMEX") financial gas fixed-for-floating swaps
under Level 2.
Level 3
Fair value measurements that require unobservable market data or use statistical
techniques to derive forward curves from observable market data and unobservable
inputs are classified as Level 3 in the FV hierarchy. For the electricity supply
contracts, Just Energy uses quoted market prices as per available market forward
data and applies a price shaping profile to calculate the monthly prices from
annual strips and hourly prices from block strips for the purposes of mark to
market calculations. The profile is based on historical settlements with
counterparties or with the system operator and is considered an unobservable
input for the purposes of establishing the level in the hierarchy. For the
natural gas supply contracts, Just Energy uses three different market observable
curves: 1) Commodity (predominately NYMEX), 2) Basis and 3) Foreign Exchange.
NYMEX curves extend for over five years (thereby covering the length of Just
Energy's contracts); however, most basis curves only extend 12 to 15 months into
the future. In order to calculate basis curves for remaining years, Just Energy
uses extrapolation, which leads natural gas supply contracts to be classified
under Level 3.
Fair value measurement input sensitivity
The main cause of changes in the fair value of derivative instruments are
changes in the forward curve prices used for the fair value calculations. Just
Energy provides a sensitivity analysis of these forward curves under the
commodity price risk section of this note. Other inputs, including volatility
and correlations, are driven off historical settlements.
The following table illustrates the classification of financial
assets/(liabilities) in the FV hierarchy as at September 30, 2011:
September 30, 2011
Level 1 Level 2 Level 3 Total
Financial assets
Cash and short term
deposits $ 165,006 $ - $ - $ 165,006
Loans and receivable 353,855 - - 353,855
Derivative financial
assets - 1,095 12,509 13,604
Financial liabilities
Derivative financial
liabilities - (101,805) (623,816) (725,621)
Other financial
liabilities (980,110) - - (980,110)
----------------------------------------------------------------------------
Total net derivative
liabilities $ (461,249) $ (100,710) $ (611,307) $ (1,173,266)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The following table illustrates the changes in net fair value of financial
assets/(liabilities) classified as Level 3 in the FV hierarchy for the three
months ended September 30, 2011:
September 30, 2011
Opening balance, April 1, 2011 $ (743,488)
Total gain/(losses) - Profit for the period 32,793
Purchases (10,728)
Sales 1,118
Settlements 108,998
Transfer out of Level 3 -
----------------------------------------------------------------------------
Closing Balance, September 30, 2011 $ (611,307)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(b) Classification of financial assets and liabilities
The following table represents the fair values and carrying amounts of financial
assets and liabilities measured at amortized cost.
As at September 30, 2011 Carrying amount Fair value
Cash and cash equivalents $ 165,006 $ 165,006
Current trade and other receivables 252,121 252,121
Unbilled revenues 98,437 98,437
Non-current receivables 5,394 5,394
Other assets 13,604 13,604
Bank indebtedness, trade and other
payables 255,939 255,939
Long-term debt 724,173 753,785
Other liabilities 725,621 725,621
Three months ended Six months ended
September 30 September 30
2011 2010 2011 2010
--------- --------- --------- ---------
Interest expense on financial
liabilities not held-for trading $ 14,340 $ 15,605 $ 28,132 $ 28,360
The carrying value of cash and cash equivalents, current trade and other
receivables, unbilled revenues, and trade and other payables approximates the
fair value due to their short-term liquidity.
The carrying value of long-term debt approximates its fair value as the interest
payable on outstanding amounts is at rates that vary with Bankers' Acceptances,
LIBOR, Canadian bank prime rate or U.S. prime rate, with the exception of the
$90 million, $330 million and $100 million convertible debentures, which are
fair valued, based on market value.
(c) Management of risks arising from financial instruments
The risks associated with Just Energy's financial instruments are as follows:
(i) Market risk
Market risk is the potential loss that may be incurred as a result of changes in
the market or fair value of a particular instrument or commodity. Components of
market risk to which Just Energy is exposed are discussed below.
Foreign currency risk
Foreign currency risk is created by fluctuations in the fair value or cash flows
of financial instruments due to changes in foreign exchange rates and exposure
as a result of investment in U.S. operations.
A portion of Just Energy's income is generated in U.S. dollars and is subject to
currency fluctuations. The performance of the Canadian dollar relative to the
U.S. dollar could positively or negatively affect Just Energy's income. Due to
its growing operations in the U.S., Just Energy expects to have a greater
exposure to U.S. fluctuations in the future than in prior years. Just Energy has
hedged between 25% and 90% of certain forecasted cross border cash flows that
are expected to occur within the next year. The level of hedging is dependent on
the source of the cash flow and the time remaining until the cash repatriation
occurs.
Just Energy may, from time to time, experience losses resulting from
fluctuations in the values of its foreign currency transactions, which could
adversely affect its operating results. Translation risk is not hedged.
With respect to translation exposure, as at September 30, 2011, if the Canadian
dollar had been 5% stronger or weaker against the U.S. dollar, assuming that all
the other variables had remained constant, profit for the period would have been
$420 higher/lower and other comprehensive income would have been $960
higher/lower.
Interest rate risk
Just Energy is also exposed to interest rate fluctuations associated with its
floating rate credit facility. Just Energy's current exposure to interest rates
does not economically warrant the use of derivative instruments. Just Energy's
exposure to interest rate risk is immaterial and temporary in nature. Just
Energy does not currently believe that this long-term debt exposes it to
material financial risks but has set out parameters to actively manage this risk
within its Risk Management Policy.
A 1% increase (decrease) in interest rates would have resulted in a decrease
(increase) in income before income taxes for the three and six months ended
September 30, 2011, of approximately $264 and $489.
Commodity price risk
Just Energy is exposed to market risks associated with commodity prices and
market volatility where estimated customer requirements do not match actual
customer requirements. Management actively monitors these positions on a daily
basis in accordance with its Risk Management Policy. This policy sets out a
variety of limits, most importantly thresholds for open positions in the gas and
electricity portfolios, which also feed a Value at Risk limit; should any of the
limits be exceeded, they are closed expeditiously or express approval to
continue to hold is obtained. Just Energy's exposure to market risk is affected
by a number of factors, including accuracy of estimation of customer commodity
requirements, commodity prices, volatility and liquidity of markets. Just Energy
enters into derivative instruments in order to manage exposures to changes in
commodity prices. The derivative instruments that are used are designed to fix
the price of supply for estimated customer commodity demand and thereby fix
margins such that shareholder dividends can be appropriately established.
Derivative instruments are generally transacted over the counter. The inability
or failure of Just Energy to manage and monitor the above market risks could
have a material adverse effect on the operations and cash flow of Just Energy.
Commodity price sensitivity - all derivative financial instruments
As at September 30, 2011, if the energy prices including natural gas,
electricity, verified emission reduction credits, and renewable energy
certificates, had risen (fallen) by 10%, assuming that all the other variables
had remained constant, income before taxes for the quarter ended September 30,
2011, would have increased (decreased) by $194,198 ($192,671) primarily as a
result of the change in the fair value of Just Energy's derivative instruments.
Commodity price sensitivity - Level 3 derivative financial instruments
As at September 30, 2011, if the energy prices including natural gas,
electricity, verified emission reduction credits, and renewable energy
certificates, had risen (fallen) by 10%, assuming that all the other variables
had remained constant, income before taxes for the quarter ended September 30,
2011, would have increased (decreased) by $173,349 ($171,851) primarily as a
result of the change in the fair value of Just Energy's derivative instruments.
(ii) Credit risk
Credit risk is the risk that one party to a financial instrument fails to
discharge an obligation and causes financial loss to another party. Just Energy
is exposed to credit risk in two specific areas: customer credit risk and
counterparty credit risk.
Customer credit risk
In Alberta, Texas, Illinois, Pennsylvania, California, Maryland, New York and
New Jersey, Just Energy has customer credit risk and, therefore, credit review
processes have been implemented to perform credit evaluations of customers and
manage customer default. If a significant number of customers were to default on
their payments, it could have a material adverse effect on the operations and
cash flows of Just Energy. Management factors default from credit risk in its
margin expectations for all the above markets.
The aging of the accounts receivable from the above markets was as follows:
September 30, 2011 March 31, 2011
Current $ 64,796 $ 61,695
1-30 days 16,649 15,088
31-60 days 6,322 5,533
61-90 days 4,108 5,652
Over 91 days 10,992 10,322
-----------------------------------
$ 102,867 $ 98,290
------------------- --------------
------------------- --------------
For the six months ended September 30, 2011, changes in the allowance for
doubtful accounts were as follows:
Balance, beginning of period $ 25,115
Provision for doubtful accounts 13,265
Bad debts written off (10,590)
Other 844
----------------
Balance, end of period $ 28,634
----------------
----------------
For the remaining markets, the LDCs provide collection services and assume the
risk of any bad debts owing from Just Energy's customers for a fee. Management
believes that the risk of the LDCs failing to deliver payment to Just Energy is
minimal. There is no assurance that the LDCs that provide these services will
continue to do so in the future.
Counterparty credit risk
Counterparty credit risk represents the loss that Just Energy would incur if a
counterparty fails to perform under its contractual obligations. This risk would
manifest itself in Just Energy replacing contracted supply at prevailing market
rates, thus impacting the related customer margin. Counterparty limits are
established within the Risk Management Policy. Any exceptions to these limits
require approval from the Board of Directors of JEGI. The Risk Department and
Risk Committee monitor current and potential credit exposure to individual
counterparties and also monitor overall aggregate counterparty exposure.
However, the failure of a counterparty to meet its contractual obligations could
have a material adverse effect on the operations and cash flows of Just Energy.
As at September 30, 2011, the maximum counterparty credit risk exposure amounted
to $116,471, representing the risk relating to its derivative financial assets
and accounts receivable.
(iii) Liquidity risk
Liquidity risk is the potential inability to meet financial obligations as they
fall due. Just Energy manages this risk by monitoring detailed weekly cash flow
forecasts covering a rolling six-week period, monthly cash forecasts for the
next 12 months, and quarterly forecasts for the following two-year period to
ensure adequate and efficient use of cash resources and credit facilities.
The following are the contractual maturities, excluding interest payments,
reflecting undiscounted disbursements of Just Energy's financial liabilities as
at September 30, 2011.
Carrying Contractual Less than 1
amount cash flows year
Trade and other payables $ 251,958 $ 251,958 $ 251,958
Bank indebtedness 3,981 3,981 3,981
Long-term debt (i) 724,173 785,966 95,210
Derivative instruments 725,621 2,979,474 1,383,826
----------------------------------------------------------------------------
$ 1,705,733 $ 4,021,379 $ 1,734,975
----------------------------------------------------------------------------
----------------------------------------------------------------------------
More than 5
1 to 3 years 4 to 5 years years
Trade and other payables $ - $ - $ -
Bank indebtedness - - -
Long-term debt (i) 213,401 27,521 449,834
Derivative instruments 1,329,121 260,291 6,236
----------------------------------------------------------------------------
$ 1,542,522 $ 287,812 $ 456,070
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(i) Included in long-term debt is $330,000, $100,000 and $90,000 relating to
convertible debentures, which may be settled through the issuance of shares at
the option of the holder or Just Energy upon maturity.
In addition to the amounts noted above, at September 30, 2011, net interest
payments over the life of the long-term debt and bank credit facility are as
follows:
Less than 1 More than 5
year 1 to 3 years 4 to 5 years years
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Interest payments $ 46,731 $ 85,898 $ 66,256 $ 91,208
----------------------------------------------------------------------------
(iv) Supplier risk
Just Energy purchases the majority of the gas and electricity delivered to its
customers through long-term contracts entered into with various suppliers. Just
Energy has an exposure to supplier risk as the ability to continue to deliver
gas and electricity to its customers is reliant upon the ongoing operations of
these suppliers and their ability to fulfill their contractual obligations. Just
Energy has discounted the fair value of its financial assets by $2,596 to
accommodate for its counterparties' risk of default.
7. ACCUMULATED OTHER COMPREHENSIVE INCOME
For the six months ended September 30, 2011
Foreign
currency
translation Cash flow
adjustment hedges Total
Balance, beginning of period $29,033 $94,886 $123,919
Unrealized foreign currency translation
adjustment 15,527 - 15,527
Amortization of deferred unrealized gain on
discontinued hedges net of income taxes of
$6,514 - (29,764) (29,764)
---------------------------------
Balance, end of period $44,560 $65,122 $109,682
---------------------------------
For the six months ended September 30, 2010
Foreign
currency
translation Cash flow
adjustment hedges Total
Balance, beginning of period $ 28,584 $ 193,385 $ 221,969
Unrealized foreign currency translation
adjustment 9,247 - 9,247
Amortization of deferred unrealized gain on
discontinued hedges net of income taxes of
$10,439 - (51,918) (51,918)
---------------------------------
Balance, end of period $ 37,831 $ 141,467 $ 179,298
---------------------------------
8. SHAREHOLDERS' CAPITAL
Details of issued shareholders' capital are as follows for the six months ended
September 30, 2011.
Issued and outstanding Shares Amount
Balance, beginning of period 136,963,726 $ 963,982
Share-based awards exercised 48,210 728
Dividend reinvestment plan (i) 1,237,430 16,361
-----------------------------
Balance, end of period 138,249,366 $ 981,071
-----------------------------
(i) Dividend reinvestment plan
Under Just Energy's dividend reinvestment plan ("DRIP"), shareholders holding a
minimum of 100 common shares can elect to receive their dividends in common
shares rather than cash at a 2% discount to the simple average closing price of
the common shares for five trading days preceding the applicable dividend
payment date, providing the common shares are issued from treasury and not
purchased on the open market.
9. LONG-TERM DEBT AND FINANCING
September 30, March 31,
2011 2011
Credit facility (a) $ 67,223 $ 53,000
Less: Debt issue costs (a) (1,580) (1,965)
TGF credit facility (b)(i) 34,363 36,680
TGF debentures (b)(ii) 35,942 37,001
NHS financing (c) 128,438 105,716
$90 million convertible debentures
(d) 85,390 84,706
$330 million convertible debentures
(e) 289,136 286,439
$100 million convertible debentures
(f) 85,261 -
---------------------------------------
724,173 601,577
Less: current portion (95,210) (94,117)
---------------------------------------
$ 628,963 $ 507,460
---------------------------------------
Future annual minimum principal repayments are as follows:
Less than 1 to 3 4 to 5 More than
1 year years years 5 years Total
Credit facility (a) $ - $ 67,223 $ - $ - $ 67,223
TGF credit facility
(b)(i) 34,363 - - - 34,363
TGF debentures (b)(ii) 35,942 - - - 35,942
NHS financing (c) 24,905 56,178 27,521 19,834 128,438
$90 million
convertible
debentures (d) - 90,000 - - 90,000
$330 million
convertible
debentures (e) - - - 330,000 330,000
$100 million
convertible
debentures (f) 100,000 100,000
------------------------------------------------------
$ 95,210 $ 213,401 $ 27,521 $ 449,834 $ 785,966
------------------------------------------------------
------------------------------------------------------
The following table details the finance costs for the three and six months ended
September 30. Interest is expensed at the effective interest rate.
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2011 2010 2011 2010
Credit facility (a) $ 2,117 $ 1,425 $ 4,063 $ 2,784
TGF credit facility (b)(i) 528 424 1,065 871
TGF debentures (b)(ii) 1,079 1,232 2,209 2,182
TGF term/operating
facilities (b)(iii) - 245 - 556
NHS financing (c) 2,364 1,490 4,513 2,831
$90 million convertible
debentures (d) 1,694 1,668 3,384 3,332
$330 million convertible
debentures (e) 6,324 6,269 12,597 10,069
$100 million convertible
debentures (f) 161 - 161 -
Provisions 73 70 140 135
Dividend classified as
interest (Note 17) - 2,782 - 5,600
-------------------------------------------------
$ 14,340 $ 15,605 $ 28,132 $ 28,360
-------------------------------------------------
(a) As at September 30, 2011, Just Energy has a $350 million credit facility to
meet working capital requirements. The syndicate of lenders includes Canadian
Imperial Bank of Commerce, Royal Bank of Canada, National Bank of Canada,
Societe Generale, Bank of Nova Scotia, The Toronto-Dominion Bank and Alberta
Treasury Branches. The term of the facility expires on December 31, 2013.
Interest is payable on outstanding loans at rates that vary with Bankers'
Acceptances, LIBOR, Canadian bank prime rate or U.S. prime rate. Under the terms
of the operating credit facility, Just Energy is able to make use of Bankers'
Acceptances and LIBOR advances at stamping fees that vary between 3.25% and
3.75%. Prime rate advances are at rates of interest that vary between bank prime
plus 2.25% and 2.75% and letters of credit are at rates that vary between 3.25%
and 3.75%. Effective October 3, 2011, pricing on the credit facility has been
reduced by 0.375%. Interest rates are adjusted quarterly based on certain
financial performance indicators.
As at September 30, 2011, the Canadian prime rate was 3.0% and the U.S. prime
rate was 3.25%. As at September 30, 2011, Just Energy had drawn $67,223 (March
31, 2011 - $53,000) against the facility and total letters of credit outstanding
amounted to $90,374 (March 31, 2011 - $78,209). As at September 30, 2011,
unamortized debt issue costs relating to the facility are $1,580 (March 31, 2011
- $1,965). As at September 30, 2011, Just Energy has $192,403 of the facility
remaining for future working capital and security requirements. Just Energy's
obligations under the credit facility are supported by guarantees of certain
subsidiaries and affiliates, and secured by a general security agreement and a
pledge of the assets and securities of Just Energy and the majority of its
operating subsidiaries and affiliates excluding, among others, NHS, Hudson Solar
and TGF. Just Energy is required to meet a number of financial covenants under
the credit facility agreement. As at September 30, 2011 and 2010, all of these
covenants had been met.
(b) In connection with an acquisition, Just Energy acquired the debt obligations
of TGF, which currently comprise the following separate facilities:
(i) TGF credit facility
A credit facility of up to $50,000 was established with a syndicate of Canadian
lenders led by Conexus Credit Union and was arranged to finance the construction
of the ethanol plant in 2007. The facility was revised on March 18, 2009, and
was converted to a fixed repayment term of ten years, commencing March 1, 2009,
which includes interest costs at a rate of prime plus 3% with principal
repayments scheduled to commence on March 1, 2010. The credit facility is
secured by a demand debenture agreement, a first priority security interest on
all assets and undertakings of TGF, and a general security interest on all other
current and acquired assets of TGF. As a result, the facility is fully
classified as a current obligation. The facility was further revised on April 5,
2010, to postpone the principal payments due for April 1, 2010 to June 1, 2010,
and to amortize them over the six-month period commencing October 1, 2010, and
ending March 1, 2011. The credit facility includes certain financial covenants,
the most significant of which relate to current ratio, debt to equity ratio,
debt service coverage and minimum shareholders' capital. The lenders deferred
compliance with the financial covenants until April 1, 2011. The covenants will
be measured as of March 31, 2012, and non-attainment may result in a
non-compliance fee up to 0.25% of the loan balance as of March 31, 2012. As at
September 30, 2011, the amount owing under this facility amounted to $34,363.
(ii) TGF debentures
A debenture purchase agreement with a number of private parties providing for
the issuance of up to $40,000 aggregate principal amount of debentures was
entered into in 2006. TGF was in recent negotiations with the lender and
adjusted the covenant levels. In addition the interest rate was increased to 12%
and quarterly blended principal and interest payments of $1,139 were
established. The agreement includes certain financial covenants, the more
significant of which relates to current ratio, debt to capitalization ratio,
debt service coverage, debt to EBITDA and minimum shareholders' equity.
Compliance with the new covenants will be measured annually beginning with the
fiscal 2012 year-end. The maturity date was extended to May 15, 2014, with a
call right any time after April 1, 2012. The debenture holders have no recourse
to the Company or any other Just Energy entity. As of September 30, 2011, the
amount owing under this debenture agreement amounted to $35,942.
(iii) TGF has a working capital operating line of $7,000 bearing interest at a
rate of prime plus 2%. In addition to the amount shown on the balance sheet as
bank indebtedness, TGF has total letters of credit issued of $250.
(c) NHS entered into a long-term financing agreement for the funding of new and
existing rental water heater and HVAC contracts in the Enbridge and Union Gas
distribution territories. Pursuant to the agreement, NHS receives financing of
an amount equal to the present value of the first five, seven or ten years of
monthly rental income, discounted at the agreed upon financing rate of 7.99%
and, as settlement, is required to remit an amount equivalent to the rental
stream from customers on the water heater and HVAC contracts for the first five,
seven or ten years. As security for performance of the obligation, NHS has
pledged the water heaters, HVAC equipment and rental contracts, subject to the
financing rental agreement, as collateral.
The financing agreement is subject to a holdback provision, whereby 3% in the
Enbridge territory and 5% in the Union Gas territory of the outstanding balance
of the funded amount is deducted and deposited into a reserve account in the
event of default. Once all obligations of NHS are satisfied or expired, the
remaining funds in the reserve account will immediately be released to NHS.
NHS has $128,438 owing under this agreement, including $5,161 relating to the
holdback provision, recorded in non-current receivables, as at September 30,
2011. NHS is required to meet a number of covenants under the agreement. As at
September 30, 2011, all of these covenants had been met.
(d) In conjunction with an acquisition, the Company also acquired the
obligations of a convertible unsecured subordinated debentures (the "$90 million
convertible debentures") issued in October 2007. The fair value of the $90
million convertible debentures was estimated by discounting the remaining
contractual payments at the time of acquisition. This discount will be accreted
using an effective interest rate of 8%. These instruments have a face value of
$90,000 and mature on September 30, 2014, unless converted prior to that date,
and bear interest at an annual rate of 6% payable semi-annually on March 31 and
September 30 of each year. Each $1,000 principal amount of the $90 million
convertible debentures is convertible at any time prior to maturity or on the
date fixed for redemption, at the option of the holder, into approximately 32.29
shares, representing a conversion price of $30.97 per common share as at
September 30, 2011. Pursuant to the $90 million convertible debentures, if the
Company fixes a record date for the payment of a dividend, the conversion price
shall be adjusted in accordance therewith. During the three and six months ended
September 30, 2011, interest expense amounted to $1,694 and $3,384,
respectively.
On and after October 1, 2010, but prior to September 30, 2012, the $90 million
convertible debentures are redeemable, in whole or in part, at a price equal to
the principal amount thereof, plus accrued and unpaid interest, at Just Energy's
sole option on not more than 60 days' and not less than 30 days' prior notice,
provided that the current market price on the date on which notice of redemption
is given is not less than 125% of the conversion price. On and after September
30, 2012, but prior to the maturity date, the $90 million convertible debentures
are redeemable, in whole or in part, at a price equal to the principal amount
thereof, plus accrued and unpaid interest, at Just Energy's sole option on not
more than 60 days' and not less than 30 days' prior notice. On January 1, 2011,
as part of the Conversion, JEGI assumed all of the obligations under the $90
million convertible debentures.
The Corporation may, at its option, on not more than 60 days' and not less than
30 days' prior notice, subject to applicable regulatory approval and provided no
event of default has occurred and is continuing, elect to satisfy its obligation
to repay all or any portion of the principal amount of the $90 million
convertible debentures that are to be redeemed or that are to mature, by issuing
and delivering to the holders thereof that number of freely tradeable common
shares determined by dividing the principal amount of the $90 million
convertible debentures being repaid by 95% of the current market price on the
date of redemption or maturity, as applicable.
(e) In order to fund the acquisition of Hudson, on May 5, 2010, Just Energy
issued $330 million of convertible extendible unsecured subordinated debentures
(the "$330 million convertible debentures"). The $330 million convertible
debentures bear interest at a rate of 6.0% per annum payable semi-annually in
arrears on June 30 and December 31, with a maturity date of June 30, 2017. Each
$1,000 principal amount of the $330 million convertible debentures is
convertible at any time prior to maturity or on the date fixed for redemption,
at the option of the holder, into approximately 55.6 shares of the Company,
representing a conversion price of $18 per share. During the three and six
months ended September 30, 2011, interest expense amounted to $6,324 and
$12,597, respectively. The $330 million convertible debentures are not
redeemable prior to June 30, 2013, except under certain conditions after a
change of control has occurred. On or after June 30, 2013, but prior to June 30,
2015, the $330 million convertible debentures may be redeemed by the Company, in
whole or in part, on not more than 60 days' and not less than 30 days' prior
notice, at a redemption price equal to the principal amount thereof, plus
accrued and unpaid interest, provided that the current market price (as defined
herein) on the date on which notice of redemption is given is not less than 125%
of the conversion price. On and after June 30, 2015, and prior to maturity, the
$330 million convertible debentures may be redeemed by Just Energy, in whole or
in part, at a redemption price equal to the principal amount thereof, plus
accrued and unpaid interest.
The Company may, at its own option, on not more than 60 days' and not less than
40 days' prior notice, subject to applicable regulatory approval and provided
that no event of default has occurred and is continuing, elect to satisfy its
obligation to repay all or any portion of the principal amount of the $330
million convertible debentures that are to be redeemed or that are to mature, by
issuing and delivering to the holders thereof that number of freely tradable
common shares determined by dividing the principal amount of the $330 million
convertible debentures being repaid by 95% of the current market price on the
date of redemption or maturity, as applicable.
The conversion feature of the $330 million convertible debentures has been
accounted for as a separate component of shareholders' deficit in the amount of
$33,914. The remainder of the net proceeds of the $330 million convertible
debentures has been recorded as long-term debt, which will be accreted up to the
face value of $330,000 over the term of the $330 million convertible debentures
using an effective interest rate of 8.8%. If the $330 million convertible
debentures are converted into common shares, the value of the conversion will be
reclassified to share capital along with the principal amount converted. On
January 1, 2011, as part of the Conversion, JEGI assumed all of the obligations
under the $330 million convertible debentures.
As a result of adopting IFRS, Just Energy has recorded a future tax liability of
$15,728 on its convertible debentures and reduced the value of the equity
component of convertible debentures by this amount.
(f) On September 22, 2011, Just Energy issued $100 million of convertible
unsecured subordinated debentures (the "$100 million convertible debentures").
The $100 million convertible debentures bear interest at an annual rate of
5.75%, payable semi-annually on March 31 and September 30 in each year
commencing March 31, 2012, and have a maturity date of September 30, 2018. Each
$1,000 principal amount of the $100 million convertible debentures is
convertible at the option of the holder at any time prior to the close of
business on the earlier of the maturity date and the last business day
immediately preceding the date fixed for redemption into 56.0 common shares of
Just Energy, representing a conversion price of $17.85. The $100 million
convertible debentures are not redeemable at the option of the Company on or
before September 30, 2014. After September 30, 2014, and prior to September 30,
2016, the $100 million convertible debentures may be redeemed by the Company, in
whole or in part, on not more than 60 days' and not less than 30 days' prior
notice, at a price equal to their principal amount plus accrued and unpaid
interest, provided that the weighted average trading price of the common shares
is at least 125% of the conversion price. On or after September 30, 2016, the
$100 million convertible debentures may be redeemed in whole or in part from
time to time at the option of the Company on not more than 60 days' and not less
than 30 days' prior notice, at a price equal to their principal amount plus
accrued and unpaid interest.
The Company may, at its option, on not more than 60 days' and not less than 30
days' prior notice, subject to applicable regulatory approval and provided no
event of default has occurred and is continuing, elect to satisfy its obligation
to repay all or any portion of the principal amount of the $100 million
convertible debentures that are to be redeemed or that are to mature, by issuing
and delivering to the holders thereof that number of freely tradeable common
shares determined by dividing the principal amount of the $100 million
convertible debentures being repaid by 95% of the current market price on the
date of redemption or maturity, as applicable.
The conversion feature of the $100 million convertible debentures has been
accounted for as a separate component of shareholders' deficit in the amount of
$10,188. Upon initial recognition of the convertible debenture, Just Energy
recorded a future tax liability of $2,579 and reduced the equity component of
the convertible debenture by this amount. The remainder of the net proceeds of
the $100 million convertible debentures has been recorded as long-term debt,
which will be accreted up to the face value of $100,000 over the term of the
$100 million convertible debentures using an effective interest rate of 8.6%. If
the $100 million convertible debentures are converted into common shares, the
value of the conversion will be reclassified to share capital along with the
principal amount converted. During the three and six months ended September 30,
2011, interest expense amounted to $161.
10. REPORTABLE BUSINESS SEGMENTS
Just Energy operates in the following reportable segments: gas marketing,
electricity marketing, ethanol, home services, and other. Other represents
Hudson Solar and Momentis. Reporting by products and services is in line with
Just Energy's performance measurement parameters.
Transfer prices between operating segments are on an arm's length basis in a
manner similar to transactions with third parties.
Management monitors the operating results of its business units separately for
the purpose of making decisions about resource allocation and performance
assessment. Segment performance is evaluated based on operating profit or loss
and is measured consistently with operating profit or loss in the consolidated
financial statements. Just Energy is not considered to have any key customers.
The following tables present Just Energy's results by operating segments:
For the three months ended September 30, 2011
Electricity
Gas marketing marketing Ethanol
---------------------------------------------
Revenue $ 91,805 $ 461,634 $ 36,379
Gross margin 9,561 78,492 6,212
Amortization of property, plant
and equipment 321 722 347
Amortization of intangible
assets 12,019 17,213 2
Administrative expenses 8,650 13,082 2,150
Selling and marketing expenses 8,424 22,933 -
Other operating expenses 1,565 7,507 -
---------------------------------------------
Operating profit (loss) (21,418) 17,035 3,713
Finance costs (3,391) (6,977) (1,606)
Change in fair value of
derivative instruments 27,541 (2,605) (40)
Other income 924 1,831 -
Provision for (recovery of)
income taxes 5,081 9,861 -
---------------------------------------------
Profit (loss) for the period $ (1,425)$ (577) $ 2,067
---------------------------------------------
Capital expenditures $ 78 $ 153 $ 95
---------------------------------------------
Home services Other Consolidated
---------------------------------------------
Revenue $ 8,372 $ 1,853 $ 600,043
Gross margin 6,545 1,751 102,561
Amortization of property, plant
and equipment 41 4 1,435
Amortization of intangible
assets 399 - 29,633
Administrative expenses 3,574 1,318 28,774
Selling and marketing expenses 578 3,367 35,302
Other operating expenses 304 - 9,376
---------------------------------------------
Operating profit (loss) 1,649 (2,938) (1,959)
Finance costs (2,366) - (14,340)
Change in fair value of
derivative instruments - - 24,896
Other income - 79 2,834
Provision for (recovery of)
income taxes - (17) 14,925
---------------------------------------------
Profit (loss) for the period $ (717) $ (2,842) $ (3,494)
---------------------------------------------
Capital expenditures $ 9,025 $ 1,055 $ 10,406
---------------------------------------------
For the three months ended September 30, 2010
Gas Electricity
marketing marketing Ethanol
Revenue $ 133,541 $ 487,653 $ 31,191
Gross margin 2,475 85,706 4,465
Amortization of property, plant
and equipment 561 961 297
Amortization of intangible
assets 11,528 20,274 -
Administrative expenses 7,198 12,017 3,162
Selling and marketing expenses 12,021 23,576 -
Other operating expenses 2,427 6,860 -
---------------------------------------------
Operating profit (loss) (31,260) 22,018 1,006
Finance costs (4,722) (7,491) (1,902)
Change in fair value of
derivative instruments (90,927) (113,209) -
Other income (loss) (1,581) 2,472 35
Recovery of income taxes (39,359) (55,277) -
---------------------------------------------
Profit (loss) for the period $ (89,131) $ (40,933) $ (861)
---------------------------------------------
Capital expenditures $ 634 $ 934 $ 65
---------------------------------------------
Home
services Other Consolidated
Revenue $ 5,172 $ 321 $ 657,878
Gross margin 3,786 287 96,719
Amortization of property, plant
and equipment 72 1 1,892
Amortization of intangible
assets 453 - 32,255
Administrative expenses 2,996 590 25,963
Selling and marketing expenses 850 503 36,950
Other operating expenses 191 - 9,478
---------------------------------------------
Operating profit (loss) (776) (807) (9,819)
Finance costs (1,490) - (15,605)
Change in fair value of
derivative instruments - - (204,136)
Other income (loss) - (5) 921
Recovery of income taxes (567) - (95,203)
---------------------------------------------
Profit (loss) for the period $ (1,699) $ (812) $ (133,436)
---------------------------------------------
Capital expenditures $ 9,152 $ - $ 10,785
---------------------------------------------
For the six months ended September 30, 2011
Electricity
Gas marketing marketing Ethanol
---------------------------------------------
Revenue $ 294,255 $ 846,981 $ 66,571
Gross margin 34,666 138,509 8,757
Amortization of property, plant
and equipment 658 1,392 640
Amortization of intangible
assets 20,897 37,235 7
Administrative expenses 17,479 25,897 4,823
Selling and marketing expenses 18,961 44,533 -
Other operating expenses 2,623 14,617 -
---------------------------------------------
Operating profit (loss) (25,952) 14,835 3,287
Finance costs (6,903) (13,414) (3,293)
Change in fair value of
derivative instruments 79,123 25,555 (85)
Other income 964 1,890 -
Provision for (recovery of)
income taxes 7,716 14,481 -
---------------------------------------------
Profit (loss) for the period $ 39,516 $ 14,385 $ (91)
---------------------------------------------
Capital expenditures $ 745 $ 1,447 $ 122
---------------------------------------------
Total goodwill $ 127,759 $ 104,124 $ -
---------------------------------------------
Total assets $ 561,840 $ 697,083 $ 163,936
---------------------------------------------
Total liabilities $ 744,973 $ 824,520 $ 94,112
---------------------------------------------
Home services Other Consolidated
---------------------------------------------
Revenue $ 16,178 $ 2,258 $ 1,226,243
Gross margin 12,777 2,113 196,822
Amortization of property, plant
and equipment 79 7 2,776
Amortization of intangible
assets 798 - 58,937
Administrative expenses 6,337 2,522 57,058
Selling and marketing expenses 1,878 4,484 69,856
Other operating expenses 631 - 17,871
---------------------------------------------
Operating profit (loss) 3,054 (4,900) (9,676)
Finance costs (4,517) (5) (28,132)
Change in fair value of
derivative instruments - - 104,593
Other income - 145 2,999
Provision for (recovery of)
income taxes - (51) 22,146
---------------------------------------------
Profit (loss) for the period $ (1,463) $ (4,709) $ 47,638
---------------------------------------------
Capital expenditures $ 18,551 $ 1,136 $ 22,001
---------------------------------------------
Total goodwill $ 283 $ - $ 232,166
---------------------------------------------
Total assets $ 159,787 $ 1,518 $ 1,584,164
---------------------------------------------
Total liabilities $ 136,737 $ 190 $ 1,800,532
---------------------------------------------
For the six months ended September 30, 2010
Electricity
Gas marketing marketing Ethanol
---------------------------------------------
Revenue $ 336,304 $ 873,197 $ 47,997
Gross margin 19,890 148,472 1,676
Amortization of property, plant
and equipment 1,173 1,904 593
Amortization of intangible
assets 21,982 36,539 -
Administrative expenses 16,750 25,610 5,629
Selling and marketing expenses 23,717 40,548 -
Other operating expenses 2,874 14,874 -
---------------------------------------------
Operating profit (loss) (46,606) 28,997 (4,546)
Finance costs (8,670) (13,250) (3,609)
Change in fair value of
derivative instruments 66,755 64,656 -
Other income (loss) 1,054 1,613 41
Recovery of income taxes (22,400) (33,960) -
---------------------------------------------
Profit (loss) for the period $ 34,933 $ 115,976 $ (8,114)
---------------------------------------------
Capital expenditures $ 1,157 $ 1,750 $ 179
---------------------------------------------
Total goodwill $ 127,492 $ 103,242 $ -
---------------------------------------------
Total assets $ 771,183 $ 963,048 $ 163,372
---------------------------------------------
Total liabilities $ 1,016,077 $ 1,282,093 $ 106,719
---------------------------------------------
Home services Other Consolidated
---------------------------------------------
Revenue $ 9,613 $ 451 $ 1,267,562
Gross margin 6,618 418 177,074
Amortization of property, plant
and equipment 140 2 3,812
Amortization of intangible
assets 906 - 59,427
Administrative expenses 5,881 934 54,804
Selling and marketing expenses 1,664 779 66,708
Other operating expenses 721 - 18,469
---------------------------------------------
Operating profit (loss) (2,694) (1,297) (26,146)
Finance costs (2,831) - (28,360)
Change in fair value of
derivative instruments - - 131,411
Other income (loss) - (5) 2,703
Recovery of income taxes (1,385) - (57,745)
---------------------------------------------
Profit (loss) for the period $ (4,140) $ (1,302) $ 137,353
---------------------------------------------
Capital expenditures $ 17,306 $ - $ 20,392
---------------------------------------------
Total goodwill $ 283 $ - $ 231,017
---------------------------------------------
Total assets $ 109,258 $ 798 $ 2,007,659
---------------------------------------------
Total liabilities $ 84,822 $ 135 $ 2,489,846
---------------------------------------------
Geographic information
Revenues from external customers
For the For the For the For the
three three six six
months months months months
ended ended ended ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2011 2010 2011 2010
Canada $ 225,301 $ 279,671 $ 506,716 $ 591,393
United States 374,742 378,207 719,527 676,169
------------------------------------------------
Total revenue per
consolidated income
statement $ 600,043 $ 657,878 $ 1,226,243 $ 1,267,562
------------------------------------------------
The revenue above is based on the location of the customer.
Non-current assets
Non-current assets for this purpose consist of property, plant and equipment and
intangible assets and are summarized as follows:
As at September As at September
30, 2011 30, 2010
Canada $ 495,535 $ 602,618
United States 283,571 421,368
----------------------------------
Total $ 779,106 $ 1,023,986
----------------------------------
11. OTHER INCOME, EXPENSES AND ADJUSTMENTS
(a) Other operating expenses
For the For the For the six For the six
three months three months months ended months ended
ended Sept. ended Sept. Sept. 30, Sept. 30,
30, 2011 30, 2010 2011 2010
Amortization of gas
contracts $ 6,790 $ 9,232 $ 13,530 $ 18,114
Amortization of
electricity
contracts 16,267 16,771 32,433 30,798
Amortization of
water heaters 399 397 798 795
Amortization of
other intangible
assets 6,177 5,855 12,176 9,720
Amortization of
property, plant and
equipment 1,435 1,892 2,776 3,812
Bad debt expense 6,451 6,694 13,265 12,443
Transaction costs - 185 - 1,284
Capital tax - 26 - 159
Share-based
compensation 2,925 2,573 4,606 4,583
--------------------------------------------------------
$ 40,444 $ 43,625 $ 79,584 $ 81,708
--------------------------------------------------------
(b) Included in change of fair value of derivative instruments
For the For the For the six For the six
three months three months months ended months ended
ended Sept. ended Sept. Sept. 30, Sept. 30,
30, 2011 30, 2010 2011 2010
Amortization of gas
contracts $ 12,876 $ 14,009 $ 25,642 $ 35,820
Amortization of
electricity
contracts 24,291 25,033 48,659 38,700
(c) Employee benefit expense
For the For the For the six For the six
three months three months months ended months ended
ended Sept. ended Sept. Sept. 30, Sept. 30,
30, 2011 30, 2010 2011 2010
Wages, salaries and
commissions $ 39,620 $ 45,577 $ 77,823 $ 75,722
Benefits 4,811 5,382 10,061 10,170
--------------------------------------------------------
$ 44,431 $ 50,959 $ 87,884 $ 85,892
--------------------------------------------------------
12. INCOME TAXES
For the For the For the six For the six
three months three months months ended months ended
ended Sept. ended Sept. Sept. 30, Sept. 30,
30, 2011 30, 2010 2011 2010
------------------------------------------------------------
Current income
tax recovery $ (1,923) $ (2,734) $ (4,161) $ (3,198)
Future tax
expense
(recovery) 16,848 (92,469) 26,307 (54,547)
------------------------------------------------------------
Provision
(recovery) for
income tax $ 14,925 $ (95,203) $ 22,146 $ (57,745)
------------------------------------------------------------
------------------------------------------------------------
Just Energy's previous income trust structure required certain temporary
differences to be measured at higher deferred tax rates under IFRS. When Just
Energy converted to a corporation on January 1, 2011, Just Energy re-measured
its deferred tax balances in accordance with IFRS Standing Interpretations
Committee ("SIC") Standards -- Standard 25, "Changes in Tax Structure of an
Entity", using the tax rates applicable to a corporation.
13. INCOME (LOSS) PER SHARE/UNIT
For the For the For the six For the six
three months three months months ended months ended
ended Sept. ended Sept. Sept. 30, Sept. 30,
30, 2011 30, 2010 2011 2010
Basic income
(loss) per
share/unit
---------------
Net income
(loss)
available to
shareholders $ (3,494) $ (133,733) $ 47,638 $ 139,676
-------------------------------------------------------------
Basic units and
shares
outstanding 137,827,503 125,462,358 137,505,550 125,142,006
-------------------------------------------------------------
Basic income
(loss) per
share/unit $ (0.03) $ (1.07) $ 0.35 $ 1.12
--------------- --------------- -------------- --------------
--------------- --------------- -------------- --------------
Diluted income
(loss) per
share/unit
---------------
Net income
(loss)
available to
shareholders $ (3,494) $ (133,733) $ 47,638 $ 139,676
Adjusted net
income for
dilutive
impact of
convertible
debentures 5,825 3,627 11,489 7,182
Adjusted net
income for
financial
liabilities - 15,138 - 6,524
-------------------------------------------------------------
Adjusted net
income (loss) 2,331 (114,968) 59,127 153,382
-------------------------------------------------------------
Basic units and
shares
outstanding 137,827,503 125,462,358 137,505,550 125,142,006
Dilutive effect
of:
Weighted
average number
of Class A
preference
shares - 5,263,728 - 5,263,728
Weighted
average number
of
Exchangeable
Shares - 4,176,620 - 4,258,056
Restricted
share grants 2,987,469 2,697,099 3,031,557 2,701,471
Deferred share
grants 114,454 90,803 111,411 87,525
Convertible
debentures 21,787,417 21,015,113 21,514,891 17,608,920
-------------------------------------------------------------
Shares
outstanding on
a diluted
basis 162,716,843 158,705,721 162,163,409 155,061,706
-------------------------------------------------------------
Diluted income
(loss) per
share/unit $ (0.03)(1) $ (1.07)(1) $ 0.35(1) $ 0.99
--------------- --------------- -------------- --------------
--------------- --------------- -------------- --------------
(1) The assumed conversion into shares/units results in an anti-dilutive
position, therefore, the diluted per share/unit value is equal to the
basic income per share/unit value.
14. DISTRIBUTIONS AND DIVIDENDS PAID AND PROPOSED
For the three months ended September 30, 2011, dividends of $0.31 (2010 - $0.31)
per share/unit were proposed and paid by Just Energy. This amounted to $43,691
(2010 - $39,530), which was approved throughout the period by the Board of
Directors and was paid out during the quarter. For the six months ended
September 30, 2011, dividends of $0.62 (2010 - $0.62) per share/unit were
proposed and paid by Just Energy. This amounted to $87,296 (2010 - $78,989),
which was approved throughout the period by the Board of Directors and was paid
out during the period.
Declared dividends subsequent to quarter end
On October 3, 2011, the Board of Directors of Just Energy declared a dividend in
the amount of $0.10333 per common share ($1.24 annually). The dividend was paid
on October 31, 2011, to shareholders of record at the close of business on
October 15, 2011.
On November 3, 2011, the Board of Directors of Just Energy declared a dividend
in the amount of $0.10333 per common share ($1.24 annually). The dividend will
be paid on November 30, 2011, to shareholders of record at the close of business
on November 15, 2011.
15. COMMITMENTS
Commitments for each of the next five years and thereafter are as follows:
As at September 30, 2011
Long-term
gas and
Premises Master electricity
and Grain Services contracts
equipment production agreement with various
leasing contracts with EPCOR suppliers
Less than 1 year $ 8,056 $ 9,143 $ 838 $ 1,383,826
One to three years 11,375 693 - 1,329,121
Four to five years 6,726 - - 260,291
Exceeding five years 3,963 - - 6,236
------------ ------------ ------------ ------------
$ 30,120 $ 9,836 $ 838 $ 2,979,474
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
As at September 30, 2010
Long-term
gas and
Premises Master electricity
and Grain Services contracts
equipment production agreement with various
leasing contracts with EPCOR suppliers
Less than 1 year $ 8,425 $ 36,768 $ 8,640 $ 1,612,127
One to three years 12,297 11,716 3,456 1,683,677
Four to five years 6,273 198 - 370,602
Exceeding five years 5,622 - - -
------------ ------------ ------------ ------------
$ 32,617 $ 48,682 $ 12,096 $ 3,666,406
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Just Energy is also committed under long-term contracts with customers to supply
gas and electricity. These contracts have various expiry dates and renewal
options. Just Energy has entered into leasing contracts for office buildings and
administrative equipment. These leases have a leasing period between one and
eight years. For the main office building of Just Energy, there is a renewal
option for an additional five years. No purchase options are included in any
major leasing contracts.
16. SUBSEQUENT EVENT
On October 3, 2011, Just Energy completed the acquisition of Fulcrum Retail
Holdings LLC ("Fulcrum"). Fulcrum is a privately held retail electricity
provider, operating in the state of Texas. Fulcrum operates under the brands,
Tara Energy, Amigo Energy and Smart Prepaid Electric, and focuses on
residential, small and mid-size commercial customers. Fulcrum markets primarily
through online and targeted affinity channels.
The consideration for the acquisition is approximately US$79.4 million, subject
to customary working capital adjustments. Just Energy will also pay up to US$20
million (the "Earn-Out Amount") to the seller 18 months following the closing
date (the "Earn-Out Period"), provided that certain EBITDA and billed volume
targets are satisfied by Fulcrum during the Earn-Out Period. Approximately 45%
of the Earn-Out Amount will be payable in common shares of Just Energy, valued
at $10.7166 per common share (converted into U.S. dollars) with the a balance of
the Earn-Out Amount payable in cash.
17. EXPLANATION OF TRANSITION TO IFRS
For all periods up to and including the year ended March 31, 2011, Just Energy
prepared its financial statements in accordance with Canadian GAAP. Just Energy
has prepared financial statements which comply with IFRS for periods beginning
on or after April 1, 2011, as described in the accounting policies set out in
Note 3. In preparing these financial statements, Just Energy's opening
consolidated statement of financial position was prepared as at April 1, 2010
(Just Energy's date of transition).
In preparing the opening IFRS consolidated statement of financial position, Just
Energy has adjusted amounts previously reported in consolidated financial
statements prepared in accordance with Canadian GAAP. An explanation of how the
transition from Canadian GAAP to IFRS has affected Just Energy's financial
position, financial performance and cash flows is set out in the following
tables and the notes that accompany the tables.
(a) Elective exemptions from full retrospective application
In preparing these consolidated financial statements in accordance with IFRS 1,
"First-time Adoption of International Financial Reporting Standards" ("IFRS 1"),
Just Energy has applied certain optional exemptions from full retrospective
application of IFRS. The optional exemptions are described below.
(i) Business combinations
Just Energy has applied the business combinations exemption in IFRS 1 to not
apply IFRS 3, "Business Combinations", retrospectively. Accordingly, Just Energy
has not restated business combinations that took place prior to the transition
date.
(ii) Share-based Payments
Just Energy has elected to apply IFRS 2, "Share-based Payments", to equity
instruments granted on or before November 7, 2002, or which are vested by the
transition date.
(iii) Borrowing Costs
IAS 23, "Borrowing Costs", requires that Just Energy capitalizes the borrowing
costs related to all qualifying assets for which the commencement date for
capitalization is on or after April 1, 2010. Just Energy elected not to adopt
this policy early and has, therefore, expensed all borrowing costs prior to
transition.
(b) Mandatory exemptions to retrospective application
In preparing these consolidated financial statements in accordance with IFRS 1,
Just Energy has applied certain mandatory exemptions from full retrospective
application of IFRS. The mandatory exceptions applied from full retrospective
application of IFRS are described below.
(i) Estimates
Hindsight was not used to create or revise estimates, and accordingly, the
estimates previously made by Just Energy under Canadian GAAP are consistent with
their application under IFRS.
(ii) Hedge accounting
Hedge accounting can only be applied prospectively from the transition date to
transactions that satisfy the hedge accounting criteria in IAS 39 at that date.
Hedging relationships cannot be designated retrospectively and the supporting
documentation cannot be created prospectively. Just Energy has not applied any
hedge accounting at or after the transition date.
Prior to July 1, 2008, Just Energy utilized hedge accounting for its customer
contracts and formally documented the relationship between hedging instruments
and the hedged items as well as its risk management objective and strategy for
undertaking various hedge transactions. Effective July 1, 2008, Just Energy
ceased the utilization of hedge accounting. The balance still remaining in
accumulated other comprehensive income relates to the effective portion of the
hedges that are still expected to occur as of the transition date.
Reconciliation of consolidated income statement for the three months ended
September 30, 2010
----------------------------------------------------------------------------
Canadian GAAP Canadian IFRS IFRS
accounts GAAP adjustment reclassifications IFRS
----------------------------------------------------------------------------
SALES $ 657,878 $ - $ - $ 657,878
COST OF SALES 561,049 110 - 561,159
----------------------------------------------------------
GROSS MARGIN 96,829 (110) - 96,719
----------------------------------------------------------
EXPENSES
General and
administrative 25,511 452 - 25,963
Marketing expenses 36,950 - - 36,950
Other operating
expenses - 185 43,440 43,625
Bad debt expense 6,694 - (6,694) -
Amortization of
intangible assets
and related
supply contracts 32,255 - (32,255) -
Amortization of
property, plant
and equipment 1,892 - (1,892) -
Unit based
compensation 1,548 1,025 (2,573) -
Capital tax 26 - (26) -
----------------------------------------------------------
$ 104,876 $ 1,662 $ - $ 106,538
----------------------------------------------------------
Income (loss)
before the
undernoted (8,047) (1,772) - (9,819)
Interest expense 12,296 3,309 - 15,605
Change in fair
value of
derivative
instruments 181,254 22,882 - 204,136
Other income (921) - - (921)
----------------------------------------------------------
Income (loss)
before income tax (200,676) (27,963) - (228,639)
Provision for
(recovery of)
income tax
expense (46,530) (48,673) - (95,203)
----------------------------------------------------------
NET INCOME (LOSS)
FOR THE PERIOD $ (154,146) $ 20,710 - $ (133,436)
----------------------------------------------------------
Attributable to:
Unitholders of
Just Energy $ (154,480) $ 20,747 - $ (133,733)
Non-controlling
interests 334 (37) - 297
----------------------------------------------------------
NET INCOME (LOSS)
FOR THE PERIOD $ (154,146) $ 20,710 $ - $ (133,436)
----------------------------------------------------------
Reconciliation of consolidated income statement for the three months ended
September 30, 2010
----------------------------------------------------------------------------
Canadian GAAP
accounts IFRS accounts
----------------------------------------------------------------------------
SALES SALES
COST OF SALES COST OF SALES
GROSS MARGIN GROSS MARGIN
EXPENSES EXPENSES
General and Administrative expenses
administrative
Marketing expenses Selling and marketing expenses
Other operating Other operating expenses
expenses
Bad debt expense
Amortization of
intangible assets
and related
supply contracts
Amortization of
property, plant
and equipment
Unit based
compensation
Capital tax
Income (loss) Operating profit
before the
undernoted
Interest expense Finance costs
Change in fair Change in fair value of derivative instruments
value of
derivative
instruments
Other income Other income
Income (loss) Income before income tax
before income tax
Provision for Provision for income tax expense
(recovery of)
income tax
expense
NET INCOME (LOSS) PROFIT FOR THE PERIOD
FOR THE PERIOD
Attributable to: Attributable to:
Unitholders of Unitholders of Just Energy
Just Energy
Non-controlling Non-controlling interests
interests
NET INCOME (LOSS) PROFIT FOR THE PERIOD
FOR THE PERIOD
Reconciliation of consolidated income statement for the six months ended
September 30, 2010
----------------------------------------------------------------------------
Canadian GAAP Canadian IFRS IFRS IFRS
accounts GAAP Adjustment Reclassifications
----------------------------------------------------------------------------
SALES $1,267,562 $ - $ - $1,267,562
COST OF SALES 1,090,236 252 - 1,090,488
-------------------------------------------------------
GROSS MARGIN 177,326 (252) - 177,074
EXPENSES
General and
administrative 54,783 21 - 54,804
Marketing expenses 66,708 - - 66,708
Other operating
expenses - 1,284 80,424 81,708
Bad debt expense 12,443 - (12,443) -
Amortization of
intangible assets
and related supply
contracts 59,427 - (59,427) -
Amortization of
property, plant and
equipment 3,812 - (3,812) -
Unit based
compensation 2,623 1,960 (4,583) -
Capital tax 159 - (159) -
-------------------------------------------------------
$ 199,955 $ 3,265 $ - $ 203,220
-------------------------------------------------------
Income (loss) before
the undernoted (22,629) (3,517) - (26,146)
Interest expense 21,776 6,584 - 28,360
Change in fair value
of derivative
instruments (133,122) 1,711 - (131,411)
Other income (2,703) - - (2,703)
-------------------------------------------------------
Income before income
tax 91,420 (11,812) - 79,608
Provision for
(recovery of) income
tax expense (27,170) (30,575) - (57,745)
-------------------------------------------------------
NET INCOME FOR THE
PERIOD $ 118,590 $ 18,763 - $ 137,353
-------------------------------------------------------
Attributable to:
Unitholders of Just
Energy $ 120,829 $ 18,847 - $ 139,676
Non-controlling
interests (2,239) (84) - (2,323)
-------------------------------------------------------
NET INCOME (LOSS) FOR
THE PERIOD $ 118,590 $ 18,763 $ - $ 137,353
-------------------------------------------------------
Reconciliation of consolidated income statement for the six months ended
September 30, 2010
----------------------------------------------------------------------------
Canadian GAAP
accounts IFRS accounts
----------------------------------------------------------------------------
SALES SALES
COST OF SALES COST OF SALES
GROSS MARGIN GROSS MARGIN
EXPENSES EXPENSES
General and
administrative Administrative expenses
Marketing expenses Selling and marketing expenses
Other operating
expenses Other operating expenses
Bad debt expense
Amortization of
intangible assets
and related supply
contracts
Amortization of
property, plant and
equipment
Unit based
compensation
Capital tax
Income (loss) before
the undernoted Operating profit (loss)
Interest expense Finance costs
Change in fair value
of derivative
instruments Change in fair value of derivative instruments
Other income Other income
Income before income
tax Income before income tax
Provision for
(recovery of) income
tax expense Provision for (recovery of) income tax expense
NET INCOME FOR THE
PERIOD PROFIT FOR THE PERIOD
Attributable to: Attributable to:
Unitholders of Just
Energy Unitholders of Just Energy
Non-controlling
interests Non-controlling interests
NET INCOME (LOSS) FOR
THE PERIOD PROFIT FOR THE PERIOD
Reconciliation of consolidated statement of comprehensive income for the
three months ended September 30, 2010:
----------------------------------------------------------------------------
Canadian IFRS IFRS
Canadian GAAP accounts GAAP adjustment reclassifications IFRS
----------------------------------------------------------------------------
NET LOSS $ (154,146)$ 20,710 $ -$ (133,436)
Unrealized gain on
translation of self-
sustaining operations (5,650) 16 - (5,634)
Amortization of deferred
unrealized gain on
discontinued hedges -
net of income taxes of
$4,589 (23,195) - - (23,195)
---------------------------------------------------
OTHER COMPREHENSIVE LOSS (28,845) 16 - (28,829)
---------------------------------------------------
Attributable to:
COMPREHENSIVE LOSS $ (182,991)$ 20,726 $ -$ (162,265)
---------------------------------------------------
Unitholders of Just
Energy $ (183,325)$ 20,763 $ -$ (162,562)
Non-controlling interests 334 (37) 297
---------------------------------------------------
$ (182,991)$ 20,726 $ -$ (162,265)
---------------------------------------------------
Reconciliation of consolidated statement of comprehensive income for the
three months ended September 30, 2010:
---------------------------------------------------------------------------
Canadian GAAP accounts IFRS accounts
---------------------------------------------------------------------------
NET LOSS NET LOSS
Unrealized gain on
translation of self- Unrealized gain on translation of self-sustaining
sustaining operations operations
Amortization of deferred
unrealized gain on
discontinued hedges - Amortization of deferred unrealized gain on
net of income taxes of discontinued hedges - net of income taxes of
$4,589 $4,589
OTHER COMPREHENSIVE LOSS OTHER COMPREHENSIVE LOSS
Attributable to:
COMPREHENSIVE LOSS OTHER COMPREHENSIVE LOSS
Attributable to:
Unitholders of Just
Energy Unitholders of Just Energy
Non-controlling interests Non-controlling interests
--------------------------------------------------
Reconciliation of consolidated statement of comprehensive income for the six
months ended September 30, 2010:
----------------------------------------------------------------------------
Canadian IFRS IFRS
Canadian GAAP accounts GAAP Adjustment Reclassifications IFRS
----------------------------------------------------------------------------
NET INCOME $ 118,590 $ 18,763 $ - $ 137,353
Unrealized gain on
translation of self-
sustaining operations 9,226 21 - 9,247
Amortization of
deferred unrealized
gain on discontinued
hedges - net of income
taxes of $10,439 (51,918) - - (51,918)
-----------------------------------------------------
OTHER COMPREHENSIVE
LOSS (42,692) 21 - (42,671)
-----------------------------------------------------
COMPREHENSIVE INCOME $ 75,898 $ 18,784 $ - $ 94,682
-----------------------------------------------------
Attributable to:
Unitholders of Just
Energy $ 78,137 $ 18,868 $ - $ 97,005
Non-controlling
interests (2,239) (84) (2,323)
-----------------------------------------------------
$ 75,898 $ 18,784 $ - $ 94,682
-----------------------------------------------------
Reconciliation of consolidated statement of comprehensive income for the six
months ended September 30, 2010:
----------------------------------------------------------------------------
Canadian GAAP accounts IFRS accounts
----------------------------------------------------------------------------
NET INCOME NET INCOME
Unrealized gain on
translation of self- Unrealized gain on translation of self-sustaining
sustaining operations operations
Amortization of
deferred unrealized
gain on discontinued
hedges - net of income Amortization of deferred unrealized gain on
taxes of $10,439 discontinued hedges - net of income taxes of $10,439
OTHER COMPREHENSIVE
LOSS OTHER COMPREHENSIVE LOSS
COMPREHENSIVE INCOME OTHER COMPREHENSIVEINCOME
Attributable to: Attributable to:
Unitholders of Just
Energy Unitholders of Just Energy
Non-controlling
interests Non-controlling interests
Reconciliation of financial position and equity at September 30, 2010:
----------------------------------------------------------------------------
Canadian
Canadian GAAP GAAP IFRS IFRS
accounts balances adjustments reclassifications IFRS balance
----------------------------------------------------------------------------
ASSETS
Non-current assets
Property, plant
and equipment $ 233,113 $ (799) $ - $ 232,314
Intangible assets 560,655 - 231,017 791,672
Goodwill 236,321 (5,304) (231,017) -
Other assets long-
term 1,610 - - 1,610
Contract
initiation costs 27,193 - - 27,193
Long-term
receivable 3,702 - - 3,702
Future income tax
assets 134,670 179,712 19,665 334,047
----------------------------------------------------------
1,197,264 173,609 19,665 1,390,538
Current assets
Inventory 5,031 - - 5,031
Gas in storage 48,204 - - 48,204
Gas delivered in
excess of
consumption 91,796 - - 91,796
Accounts
receivable and
unbilled revenues 353,009 - - 353,009
Accrued gas
receivable 13,712 - - 13,712
Prepaid expenses
and deposits 23,334 - - 23,334
Other assets -
current 3,034 - - 3,034
Current portion of
future income tax
assets 19,665 - (19,665) -
Cash 63,847 - 15,154 79,001
Restricted cash 15,154 - (15,154) -
----------------------------------------------------------
636,786 - (19,665) 617,121
----------------------------------------------------------
TOTAL ASSETS $ 1,834,050 $ 173,609 $ - $ 2,007,659
----------------------------------------------------------
EQUITY AND
LIABILITIES
Unitholders'
deficiency
Deficit $(1,386,479) $ (109,503) $ - $(1,495,982)
Accumulated other
comprehensive
income 179,277 21 - 179,298
Unitholders'
capital 670,591 127,622 - 798,213
Equity component
of convertible
debentures 33,914 (15,728) - 18,186
Contributed
surplus 21,048 (21,048) - -
----------------------------------------------------------
(481,649) (18,636) - (500,285)
Non-controlling
interest 18,364 (266) - 18,098
----------------------------------------------------------
Total equity $ (463,285) $ (18,902) $ - $ (482,187)
----------------------------------------------------------
Liabilities
Non-current
liabilities
Long-term debt $ 512,385 $ - $ - $ 512,385
Future income
taxes - 15,073 12,246 27,319
Deferred lease
inducements 1,803 - - 1,803
Other liabilities
- long term 555,343 - - 555,343
Provisions - 6,291 (2,994) 3,297
Liability
associated with
exchangeable
shares and
equity-based
compensation - 178,131 - 178,131
----------------------------------------------------------
1,069,531 199,495 9,252 1,278,278
Current
liabilities
Bank indebtedness 863 - - 863
Accounts payable
and accrued
liabilities 326,785 (6,452) 165 320,498
Deferred revenue 114,301 - - 114,301
Unit distribution
payable 13,285 - - 13,285
Current portion of
long-term debt 67,850 (532) - 67,318
Provisions - - 2,829 2,829
Current portion
future income tax
liabilities 12,246 - (12,246) -
Other liabilities
- current 692,474 - - 692,474
----------------------------------------------------------
1,227,804 (6,984) (9,252) 1,211,568
----------------------------------------------------------
TOTAL LIABILITIES $ 2,297,335 $ 192,511 $ - $ 2,489,846
----------------------------------------------------------
TOTAL EQUITY AND
LIABILITIES $ 1,834,050 $ 173,609 $ - $ 2,007,659
Reconciliation of financial position and equity at September 30, 2010:
----------------------------------------------------------------------------
Canadian GAAP
accounts IFRS accounts
----------------------------------------------------------------------------
ASSETS ASSETS
Non-current assets Non-current assets
Property, plant
and equipment Property, plant and equipment
Intangible assets Intangible assets
Goodwill
Other assets long-
term Other non-current financial assets
Contract
initiation costs Contract initiation costs
Long-term
receivable Non-current receivables
Future income tax
assets Deferred tax asset
Current assets Current assets
Inventory Inventories
Gas in storage Gas in storage
Gas delivered in
excess of
consumption Gas delivered in excess of consumption
Accounts
receivable and
unbilled revenues Current trade and other receivables
Accrued gas
receivable Accrued gas receivable
Prepaid expenses
and deposits Prepaid expenses and deposits
Other assets -
current Other current assets
Current portion of
future income tax
assets
Cash Cash and cash equivalents
Restricted cash
TOTAL ASSETS TOTAL ASSETS
EQUITY AND
LIABILITIES EQUITY AND LIABILITIES
Unitholders'
deficiency Equity attributable to equity holders of
the parent
Deficit Deficit
Accumulated other
comprehensive
income Accumulated other comprehensive income
Unitholders'
capital Unitholders' capital
Equity component
of convertible
debentures Equity component of convertible debentures
Contributed
surplus Contributed surplus
Non-controlling
interest Non-controlling interest
Total equity Total equity
Liabilities LIABILITIES
Non-current
liabilities Non-current liabilities
Long-term debt Long-term debt
Future income
taxes Deferred tax liability
Deferred lease
inducements Deferred lease inducements
Other liabilities
- long term Other non-current financial liabilities
Provisions Provisions
Liability
associated with
exchangeable
shares and
equity-based Liability associated with exchangeable shares and equity-
compensation based compensation
Current
liabilities Current liabilities
Bank indebtedness Bank indebtedness
Accounts payable
and accrued
liabilities Trade and other payables
Deferred revenue Deferred revenue
Unit distribution
payable Unit distribution payable
Current portion of
long-term debt Current portion of long-term debt
Provisions Provisions
Current portion
future income tax
liabilities
Other liabilities
- current Other current financial liabilities
TOTAL LIABILITIES TOTAL LIABILITIES
TOTAL EQUITY AND
LIABILITIES TOTAL EQUITY AND LIABILITIES
Notes to the reconciliation of equity as at September 30, 2010.
A. Property, plant and equipment
Canadian GAAP - Component accounting required but typically not practiced in
Canada.
IFRS - Where an item of plant and equipment comprises major components with
different useful lives, the components are accounted for as separate items.
Management has re-assessed the significant parts of the ethanol plant which has
resulted in a decrease in amortization of the ethanol plant.
B. Transaction costs
Canadian GAAP - The cost of the purchase includes the direct costs of the
business combination.
IFRS - Transaction costs of the business combination are expensed as incurred.
Transaction costs relating to the acquisition of Hudson have been expensed under
IFRS. In addition, and in accordance with IAS 39, management has allocated
transaction costs directly attributable to the credit facility which were
previously included as part of a business combination, to the related long-term
debt. These costs are now expensed using the effective interest rate method over
the life of the related debt.
C. Stock-based compensation and contributed surplus
Canadian GAAP - For grants of share-based awards with graded vesting, the total
fair value of the award is recognized on a straight-line basis over the
employment period necessary to vest the award.
IFRS - Each tranche in an award; graded vesting is considered a separate grant
with a different vesting date and fair value. Each grant is accounted for on
that basis. As a result, Just Energy adjusted its expense for share-based awards
to reflect this difference in recognition.
D. Provisions
Canadian GAAP - Accounts payable, accrued liabilities and provisions are
disclosed on the consolidated statement of financial position as a single line
item.
IFRS - Provisions are disclosed separately from liabilities and accrued
liabilities and require additional disclosure. Under IFRS, provisions are also
measured at the present value of the expenditures expected to be required to
settle the obligation using a discount rate that reflects current market
assessments of the time value of money and the risks specific to the obligation.
This has resulted in an adjustment to Just Energy.
E. Deferred tax asset/liability
Canadian GAAP - Deferred taxes are split between current and non-current
components on the basis of either: (1) the underlying asset or liability or (2)
the expected reversal of items not related to an asset or liability.
IFRS - All deferred tax assets and liabilities are classified as non-current.
F. Impairment
Canadian GAAP - A recoverability test is performed by first comparing the
undiscounted expected future cash flows to be derived from the asset to its
carrying amount. If the asset does not recover its carrying value, an impairment
loss is calculated as the excess of the asset's carrying amount over its fair
value.
IFRS - The impairment loss is calculated as the excess of the asset's carrying
amount over its recoverable amount, where recoverable amount is defined as the
higher of the asset's fair value less costs to sell and its value-in-use. Under
the value-in-use calculation, the expected future cash flows from the asset are
discounted to their net present value. The change in measurement methodology did
not result in additional impairment to Just Energy under IFRS.
G. Exchangeable Shares and equity-based compensation
Canadian GAAP - The Class A preference shares and Exchangeable Shares issued by
a subsidiary of an income fund are presented on the consolidated balance sheets
of the income fund as part of unitholders' capital if certain criteria are met.
Just Energy had met the criteria and the Class A preference shares and
Exchangeable Shares were recorded as part of unitholders' capital.
IFRS - As a result of the Class A preference shares, Exchangeable Shares and
equity-based compensation being exchangeable into a puttable liability, the
shares and equity-based compensation did not meet the definition of an equity
instrument in accordance with IAS 32, "Financial Instruments: Presentation", and
accordingly, were classified as financial liabilities. The Exchangeable Shares
and equity-based compensation were recorded upon transition to IFRS at
redemption value and subsequent to transition were adjusted to reflect the
redemption value at each reporting date. The resulting change from carrying
value to redemption value was recorded at transition and at each reporting
period to retained earnings and earnings, respectively, as a change in fair
value of derivative instruments. All distributions were recorded as interest
expense in the reporting period for which the dividends were declared.
H. Deferred taxes
Canadian GAAP - There was an exemption that allowed issuers of convertible
debentures to treat the difference in the convertible debentures as a permanent
difference between tax and accounting. This exemption does not exist under IFRS.
Under CGAAP, Just Energy's deferred tax balances were calculated using the
enacted or substantively enacted tax rates that were expected to apply to the
reporting period(s) when the temporary differences were expected to reverse.
IFRS - The discount on the convertible debentures has been included in assessing
the Company's future tax position. IAS 12, "Income Taxes", requires the
application of an "undistributed tax rate" in the calculation of deferred taxes,
whereby deferred tax balances are measured at the tax rate applicable to Just
Energy's undistributed profits during the periods when Just Energy was an income
trust.
Deferred taxes have been recalculated on the revised accounting values for the
adjustments A to G.
I. Acquisition of minority interest
Canadian GAAP - The gain on the acquisition of minority interest which occurred
on January 1, 2011, was treated as a reduction to goodwill on the original
acquisition.
IFRS - The gain was reallocated to contributed surplus as this is considered an
equity transaction.
J. Cash flow statements
Cash flow statements prepared under IAS 7, "Statement of Cash Flows", present
cash flows in the same manner as under previous GAAP. Other than the adjustments
noted above, reclassifications between net earnings and the adjustments to
compute cash flows from operating activities, there were no material changes to
the statement of cash flows.
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