Valener Inc of Montreal (Valener) (TSX: VNR), which has held the public ownership interest in Gaz Métro Limited Partnership (Gaz Métro) sinceSeptember 30, 2010, is today announcing its financial results for the third quarter endedJune 30, 2012.
Valener's results
Valener posted a net loss of$0.5million($0.02per common share) for the third quarter of fiscal 2012 versus net income of$0.3million(nil per common share) for the third quarter of last year. For the first nine months of fiscal 2012, net income totalled$31.3million($0.83per common share) compared to$33.8million($0.91per common share) in the same period last year.
These year-over-year decreases of$0.8millionfor the third quarter and of$2.5millionfor the first nine months of fiscal 2012 were mainly due to the one-time costs incurred for the acquisition of Central Vermont Public Service Corporation (CVPS) by Gaz Métro as well as to the rate reduction authorized by the Régie de l'énergie for fiscal 2012 that translated into lower net income for GazMétro. Other factors include temperature-related impacts and changing demand by industrial customers in GazMétro's gas distribution activity, which drove up the average cost of transporting natural gas toQuebec.
"Despite these impacts, Gaz Métro's growth strategy deployments in the electricity sector, including completion of the CVPS acquisition and development of the wind power projects inQuebecandVermont, are precursory of a promising future for Valener," saidPierre Monahan, Chairman of the Board of Valener.
Excluding the non-recurring items of Gaz Métro, Valener would have posted a net income of$1.8million($0.04per common share) for the third quarter of fiscal2012, up$1.4millionfrom the third quarter of last year, and net income of$33.6million($0.89per common share) for the first nine months of fiscal 2012, comparable to the same period last year.
Valener's consolidated net income (loss), excluding the share in the non-recurring items of GazMétro, net of income taxes
3 months ended June 30
9 months ended June 30
(in millions of dollars, unless otherwise indicated)
2012
2011
2012
2011
Consolidated net income (loss)
(0.5)
0.3
31.3
33.8
Share in the non-recurring items of Gaz Métro
2.3
0.1
2.3
(0.2)
Income taxes on the share in the non-recurring items of Gaz Métro
-
-
-
-
Consolidated net income, excluding the share in the non-recurring items of Gaz Métro, net of income taxes
1.8
0.4
33.6
33.6
Less: Cumulative dividends on preferred shares
0.3
-
0.3
-
Consolidated net income attributable to common shareholders, excluding the share in the non-recurring items of Gaz Métro, net of income taxes(1)
1.5
0.4
33.3
33.6
Weighted average number of common shares outstanding(in millions of common shares)
37.5
37.3
37.4
37.0
Consolidated net income attributable to common shareholders, excluding the share in the non-recurring items of GazMétro, net of income taxes, per common share(in$)(1)
0.04
0.01
0.89
0.91
1)These measures are financial measures that are not defined in Canadian generally accepted accounting principles (GAAP).
Gaz Métro's prudent and targeted diversification in the electricity sector
"The third quarter of fiscal 2012 saw the completion of the acquisition of CVPS,Vermont'slargest electric power distributor. This transaction stands as a major milestone in GazMétro's prudent and targeted diversification strategy in the electricity sector. GazMétro successfully ventured into the sector in 2007 with the acquisition of Green Mountain Power Corporation,Vermont'ssecond largest electric power distributor, and is also involved in developing 341MW and 63MW wind power projects inQuebecandVermont," saidSophie Brochu, President and Chief Executive Officer of Gaz Métro.
"The combination of the two electric utilities inVermont, will generate significant synergies for both ourVermontcustomers and our Partners, Valener and GazMétroinc.," added Ms. Brochu.
Acquisition of Central Vermont Public Service Corporation (CVPS)
OnJune 27, 2012, having received the required regulatory approvals, Gaz Métro, through its wholly owned subsidiary Northern New England Energy Corporation (NNEEC), acquired all the issued and outstanding shares of CVPS. CVPS serves approximately 160,000 customers in 163 Vermont towns and municipalities.
CVPS was acquired for a net cash consideration of$513.5million(US$500.7million),$20.0millionof which was paid in fiscal 2011. Transaction-related costs expensed in the income statement were$7.9million(net of income taxes) for the nine-month period endedJune 30, 2012and$1.8millionin fiscal 2011. The preliminary purchase price allocation resulted in the recognition of$233.1millionof goodwill.
Gaz Métro financed the acquisition with 50/50 debt/equity. OnNovember 11, 2011, Gaz Métro inc. (GMi) entered into a note purchase agreement with investors, by way of private placement, for a total capital amount ofUS$260.0million. OnMay 15, 2012, the notes (secured by Gaz Métro) were issued in two series ofUS$130.0millioneach. The notes bear interest at 3.86% and 5.06% per annum and mature 10 years and 30 years after the issuance date, respectively. The proceeds of the issuance were loaned to Gaz Métro on conditions similar to those of the secured notes. For the equity portion, onJune 28, 2012, Gaz Métro issued, by way of a private placement, new units to its Partners, GMi and Valener, for total proceeds of$260.0million.
This acquisition paves the way for a business combination, by way of merger, planned for the coming months, between CVPS and Green Mountain Power Corporation (GMP), a wholly-owned subsidiary of NNEEC, to create a stronger public utility forVermontresidents. The new utility will cover an extensive area ofVermontand serve more than 255,000 customers. The combined resources will continue to provide the competitively priced power needed for vibrant communities and a growing economy and will strengthen Gaz Métro's commitment to providing low-carbon electricity.
Wind power projects of the Seigneurie de Beaupré Wind Farms 2 and 3 General Partnership (wind power projects2 and 3)
Beaupré à ole General Partnership (which is 51% and 49% indirectly owned by Gaz Métro and Valener, respectively) and a wholly owned subsidiary of Boralex Inc. are equal-share partners in two wind power projects with an installed capacity of 272 megawatts, namely, wind power projects 2 and 3, which are scheduled to begin operations inDecember 2013.
Completion of these wind power projects will require a total investment of approximately$750million(including financing costs). OnNovember 8, 2011, Seigneurie de Beaupré Wind Farms 2 and 3 General Partnership, the entity that owns these projects, completed a$725milliondebt financing (including a construction loan and short-term facilities) with a group of lenders.
Construction on wind power projects 2 and 3 began inMay 2011and stopped for the winter inNovember2011. According to schedule, work resumed onMay 7, 2012, and the consortium has since almost completed the road access and foundation work and began work on the collector system and electrical substation as well as erection of some of the concrete towers.
Wind power project of Seigneurie de Beaupré wind farm 4 (wind power project 4)
Beaupré à ole 4 General Partnership (which is 51% and 49% indirectly owned by Gaz Métro and Valener, respectively) and a wholly owned subsidiary of Boralex inc. are equal-share partners in a wind power project with an installed capacity of 69 megawatts, namely, wind power project 4.
Last June, public environment-related hearings were held by the relevantQuebecgovernment agency, BAPE(Bureau d'audiences publiques sur l'environnement),and the final report is expected by the end ofSeptember 2012. The decree from theQuebecministry of Sustainable Development, the Environment and Parks(Ministère du Développement durable, de l'Environnement et des Parcs)is expected to be received inJanuary 2013, which will constitute the final authorization required to begin the work. This wind power project is scheduled to begin operations inDecember2014.
Subscription of Gaz Métro units and issuance of Series A preferred shares
OnJune 28, 2012, Valener subscribed approximately$75million, representing its proportionate share in the outstanding units, in a private placement equity offering of approximately$260millionby GazMétro. Gaz Métro inc. also subscribed for its proportionate share of these units. The purpose of the equity offering was to finance a portion of the CVPS acquisition, which was completed onJune27, 2012.
Valener financed this investment using part of the net proceeds of theJune6issuance of$100millionin Series A cumulative rate reset preferred shares (Series A preferred shares) paying cumulative dividends of$1.0875per share per annum, for a yield of 4.35% per annum, payable quarterly, for the initial period endingOctober 15, 2017. The dividend rate will be reset onOctober15, 2017and every five years thereafter at a rate equal to the 5-year Government ofCanadabond yield plus 2.81%.
Declaration of the quarterly dividends on the common shares and on the Series A preferred shares
Valener's Board of Directors declared a quarterly dividend of$0.25per common share payable onOctober 15, 2012to shareholders of record at the close of business onSeptember 28, 2012. Valener expects to maintain the dividend level at$0.25per common share for each quarter of fiscal 2013.
Under Valener's Dividend Reinvestment Plan, the Board of Directors approved the reinvestment of dividends into additional common shares, for the dividend payable onOctober 15, 2012, by way of an issuance of new Valener common shares at a discount of 5% to the weighted average price during the five trading days immediately preceding the dividend payment date.
The Board of Directors also declared a first quarterly dividend of$0.39031per Series A preferred share for the period ofJune 6, 2012toOctober 15, 2012, payable onOctober 15, 2012to shareholders of record at the close of business onOctober 12, 2012.
Gaz Métro's results
Excluding non-recurring items, net income attributable to the Partners of Gaz Métro totalled$6.1millionfor the third quarter of fiscal 2012 and$167.2millionfor the first nine months of the current fiscal year, year-over-year decreases of$5.7millionand$12.4million, respectively. These decreases were mainly due to lower net income from the natural gas distribution activity inQuebec, as explained below.
Gaz Métro's segment results - Consolidated net income (loss) attributable to the Partners of Gaz Métro
3 months ended June 30(1)
9 months ended June 30(1)
(in millions of dollars)
2012
2011
Change
2012
2011
Change
Energy Distribution
Gaz Métro-QDA
2.9
7.6
(4.7)
139.0
148.2
(9.2)
VGS, GMP and CVPS
(6.8)
2.5
(9.3)
8.9
17.0
(8.1)
Financing costs of investments in this segment(2)
(2.5)
(1.0)
(1.5)
(4.4)
(2.9)
(1.5)
Costs related to the CVPS acquisition (net of income taxes)
7.9
-
7.9
7.9
-
7.9
1.5
9.1
(7.6)
151.4
162.3
(10.9)
Natural Gas Transportation
TQM, PNGTS and Champion Pipe Line Corporation Ltd
4.1
3.6
0.5
15.3
15.9
(0.6)
Financing costs of investments in this segment(2)
(0.6)
(0.9)
0.3
(2.3)
(2.7)
0.4
3.5
2.7
0.8
13.0
13.2
(0.2)
Natural Gas Storage
Intragaz
2.0
1.5
0.5
5.9
5.1
0.8
Financing costs of investments in this segment(2)
(0.4)
(0.4)
-
(1.2)
(1.3)
0.1
1.6
1.1
0.5
4.7
3.8
0.9
Energy Services and Other
Energy, water and fibre optic
0.2
0.5
(0.3)
2.4
4.0
(1.6)
Financing costs of investments in this segment(2)
(0.2)
(0.4)
0.2
(0.7)
(1.1)
0.4
Loss on the sale of Aqua Data Inc.
-
0.2
(0.2)
-
0.2
(0.2)
-
0.3
(0.3)
1.7
3.1
(1.4)
Corporate Affairs and Other
Corporate Affairs and Other
(0.5)
(1.5)
1.0
(3.6)
(1.8)
(1.8)
Gain realized by Gaz Métro à ole inc. on the sale of 49% of its interest in the Seigneurie projects
-
-
-
-
(1.1)
1.1
Corporate reorganization expenses
-
0.1
(0.1)
-
0.1
(0.1)
(0.5)
(1.4)
0.9
(3.6)
(2.8)
(0.8)
Consolidated net income attributable to the Partners of Gaz Métro, excluding non-recurring items(3)
6.1
11.8
(5.7)
167.2
179.6
(12.4)
Non-recurring items(3)
(7.9)
(0.3)
(7.6)
(7.9)
0.8
(8.7)
Consolidated net income (loss) attributable to the Partners of Gaz Métro
(1.8)
11.5
(13.3)
159.3
180.4
(21.1)
1)
Seasonal temperature fluctuations influence the energy consumption levels of customers and in turn influence Gaz Métro's interim consolidated financial results. Historically, Gaz Métro's revenues and profitability are higher in the first two quarters of a fiscal year than in the last two quarters.
2)
These costs consist of the interest on the long-term debt incurred by Gaz Métro to finance investments in the subsidiaries, joint ventures and companies subject to significant influence of each segment.
3)
This measure is a financial measure that is not defined in Canadian GAAP.
Segment analysis of Gaz Métro's results
Quebec Natural Gas Distribution (Gaz Métro-QDA)
For the third quarter of fiscal 2012, Gaz Métro-QDA's normalized natural gas deliveries totalled 1,036million cubic metres, down 38million cubic metres or 3.5% from the same quarter last year.
For the first nine months of fiscal 2012, deliveries totalled 4,560million cubic metres, down 44million cubic metres or 1.0% from the first nine months of last year.
It should be noted that Gaz Métro-QDA's normalized natural gas deliveries exceeded those in the 2012 rate case, which had anticipated year-over-year decreases of 85million cubicmetres or 7.9% for the third quarter of fiscal 2012 and of 296million cubic metres or 6.4% for the first nine months of fiscal 2012.
In the industrial market, nine-month natural gas deliveries rose 0.5% from the first nine months of fiscal 2011, partly due to greater consumption, particularly in the metallurgy, refining and petrochemical sectors and, to a lesser extent, in the pulp and paper sector.
Normalized deliveries to the residential and commercial markets declined 0.2% and 3.7%, respectively, from the first nine months of fiscal 2011, essentially due to slow economic growth combined with energy conservation measures undertaken by Gaz Métro-QDA's customers, partly offset by the maturation of new sales.
Gaz Métro-QDA's net income attributable to the Partners of Gaz Métro totalled$2.9millionfor the third quarter of fiscal 2012 and$139.0millionfor the first nine months, year-over-year decreases of$4.7millionand$9.2million, respectively. These decreases were mainly due to:
the rate reduction authorized for fiscal 2012 that resulted in a$6.8milliondecline in net income for the third quarter ($5.6milliondecline for the nine-month period); and
the higher average cost of transportation tools, which could not be recovered from customers, resulting from changing demand from industrial customers, despite a higher level of deliveries than anticipated in the 2012 rate case.
These items were partly offset, among other factors, by the favourable impact on the gross margin of the distribution service due to higher normalized natural gas deliveries to the industrial market compared to the 2012 rate case. This made it possible to recover the unfavourable impacts, recognized in the first six months of fiscal 2012, due to considerably warmer-than-normal temperatures.
Project to serve the Côte-Nord region
The Côte-Nord region is the last ofQuebec'smajor industrial regions that does not yet benefit from the environmental and economic advantages of natural gas, and large amounts of heavy oil are currently consumed in that region.
However, the distance separating the Côte-Nord from Gaz Métro-QDA's existing infrastructures is considerable. More than 450 km of pipeline would have to be laid to connect Saguenay to Sept-à les, passing through the other major industrial centres ofBaie-ComeauandPort-Cartier.
Such a project would require an investment of about$750million, adding approximately 40% to Gaz Métro-QDA's rate base. To make a fully informed decision on a project of such magnitude, theQuebecgovernment and Gaz Métro are diligently carrying out the following three comprehensive feasibility studies:
market studies to determine the expected potential energy consumption in the Côte-Nord if natural gas were available;
environmental and social studies to select the lowest-impact route for the gas pipeline; and
technical and financial feasibility studies, including engineering, to optimize the design and confirm the costs.
These studies are under way and the conclusions are expected by the end of 2012. If the conclusions are positive, Gaz Métro-QDA will continue the regulatory and environmental approval processes in 2013 while continuing to consult the main stakeholders to evaluate their needs and expectations. If all the necessary approvals are obtained, the preparatory work and construction of Gaz Métro-QDA's Côte-Nord service could start in 2014 with a view to operational start-up at the end of 2015 or in 2016.
First project to inject biomethane in Gaz Métro-QDA's network
OnJuly 26, 2012, Gaz Métro announced the first project to inject biomethane into its network. This major project is an important milestone in the development of a new renewable energy inQuebec. It involves the construction of an anaerobic digestion plant inSaint-Hyacintheas well as the infrastructures needed to feed biomethane into Gaz Métro-QDA's distribution network.
TheQuebecgovernment has created a program to treat organic wastes through biomethanation, or composting, and thereby divert organic materials from landfills to produce a new green energy, biomethane, that will aim at replacing fossil and other fuels.
Use of the biomethane produced inSaint-Hyacinthewill eventually reduce greenhouse gas (GHG) by 25,000 tonnes annually. Under the agreement with theCity of Saint-Hyacinthe, Gaz Métro-QDA will purchase the energy produced by the city and install the infrastructures needed to inject biomethane into its distribution network and make it available to customers. As a public utility, GazMétro will therefore be serving the needs of municipalities and theQuebecgovernment's goal of promoting biomethane, a locally produced, renewable energy. The project is subject to the approval of the Régiedel'énergie.
Energy Distribution inVermont
The results attributable to the Partners of Gaz Métro from energy distribution activities inVermont, which now include the results of CVPS, showed a$9.3millionnet loss1for the third quarter of fiscal2012, down$10.8millionfrom net income of$1.5millionin the same period of 2011. The main factors underlying this decrease were:
$7.9millionin costs (net of income taxes) related to the CVPS acquisition and severance benefits payable to certain of its officers; and
a$2.8millionincrease in financial expenses resulting, in particular, from the additional financing associated with the CVPS acquisition and GMP's Kingdom Community Wind (KCW) project.
These items were offset by a 3.2% increase in GMP's distribution rates attributable to its 2012rate case and by the decrease in its direct electricity supply costs.
For the first nine months, net income attributable to the Partners of Gaz Métro from energy distribution activities inVermonttotalled$4.5million1, a$9.6millionyear-over-year decrease that came mainly from the above-described factors, from reductions in VGS's natural gas deliveries and GMP's electricity deliveries due, among others, to temperatures considerably warmer year over year, and from increases in VGS's and GMP's operating and maintenance costs.
Excluding the one-time expenses related to the CPVS acquisition, the net loss attributable to the Partners of Gaz Métro from energy distribution activities inVermontwas$1.4million1for the third quarter, and net income was$12.4millionfor the first nine months of fiscal 2012, corresponding to declines of$2.9millionand$1.7million, respectively, from the same periods of fiscal 2011.
Kingdom Community Wind (KCW) project
At the end of fiscal 2011, GMP began construction of the KCW project, a 63-megawatt wind power project located inLowell, Vermont. ThisUS$150-million, 21-turbine project will supply power to more than 24,000 households consisting of GMP customers and members of the Vermont Electric Cooperative, Inc. Construction is proceeding as planned with operational start-up scheduled for the end of 2012. At this time, construction of the access road and all of the turbine pads has been completed as well as the power transmission line for the wind farm. Erection of the towers began inJuly2012.
Since this investment is regulated and part of GMP's rate base, it will be financed through both debt and equity, in accordance with GMP's capital structure. To that effect, onNovember 16, 2011, GMP issued, by way of private placement,US$50.0millionin Series A First Mortgage Bonds. OnApril2,2012, GMP issued the second tranche of Series B First Mortgage Bonds in the amount ofUS$25.0million. The remainder of the investment will be financed by an equity injection from GazMétro, through NNEEC.
Natural Gas Transportation
Net income attributable to the Partners of Gaz Métro from the Natural Gas Transportation segment totalled$3.5million1for the third quarter of fiscal 2012, up$0.8millionfrom the third quarter of fiscal 2011. This increase came mainly from the higher share in the income of Portland Natural Gas Transmission System (PNGTS), which, given a decline in the natural gas available on other networks, increased its transported volumes of natural gas and consequently its short-term revenues and interruptible service revenues, as well as from lower costs for its pending rate cases before the FERC.
For the first nine months, the segment's net income totalled$13.0million1, down$0.2millionfrom the same period in fiscal 2011. This decline was mainly due to the fact that Trans Québec & Maritimes Pipeline Inc. (TQM) had benefited from a favourable adjustment to its amortization expense in the first quarter of fiscal 2011, after the amortization rates for property, plant and equipment were revised downward upon National Energy Board approval.
Natural Gas Storage
Net income attributable to the Partners of Gaz Métro from the Natural Gas Storage segment totalled$1.6million1for the third quarter of fiscal 2012 and$4.7million1for the first nine months, up$0.5millionand$0.9million, respectively, from the same periods last year. These slight increases were mainly due to lower operating expenses as certain maintenance projects were delayed.
Energy Services and Other
The net income attributable to the Partners of Gaz Métro from the Energy Services and Other segment was nil1in the third quarter of fiscal 2012, down$0.1millionfrom the same period in fiscal 2011. For the first nine months, the segment's net income totalled$1.7million, down$1.2millionfrom the same period in fiscal 2011. This decrease relates mainly to the fiscal 2011 sale of the interests in Aqua Data Inc. and MTO Telecom Inc. and to higher expenses for Gaz Métro Transport Solutions, L.P. (Transport Solutions), which began its operations in fiscal 2011. Being in the start-up phase, Transport Solutions has started to execute its first liquefied natural gas (LNG) supply contract for vehicles, in addition to building the refuelling stations. These factors were partly offset by HydroSolution L.P.'s higher profitability from higher rental rates for water heaters and from greater unit sales in the electric water heater business as well as from additional revenues generated on the sale of heating and air conditioning equipment that began inMarch 2011.
Natural gas as transportation fuel
Transport Solutions, an indirect subsidiary of Gaz Métro created to develop natural gas for use as fuel by the transport industry, is deploying the Blue Road. SinceJuly 2011, it has been installing the facilities needed to supply LNG to 180 freight trucks from three refuelling stations, under an agreement entered into with Transport Robert 1973 Ltée (Robert Transport). The Boucherville and Mississauga stations have been in operation sinceSeptember 19, 2011andJanuary 16, 2012, respectively. Construction of the third station, which will be located in theQuebecCityregion, is planned for fiscal 2013. For Transport Solutions, the project represents an investment of approximately$5million. Delivery of trucks ordered by Robert Transport began in autumn 2011 and is continuing in fiscal 2012.
OnJuly 31, 2012, Gaz Métro announced a first public liquefied biomethane fuelling station in Rivière-du-Loup. Attentive to the needs of municipalities and the government's goal to promote green energy, Transport Solutions has signed an agreement with theSociété d'économie mixte d'énergie renouvelable de la région de Rivière-du-Loup(Sà MER). Under this agreement, Transport Solutions will buy all the liquefied biomethane produced by the Rivière-du-Loup plant for a minimum of 20years and will operate a new biomethane fuelling station for the heavy transport market.
Conference call
Valener will hold a conference call with financial analysts today,Friday, August 10, 2012at11 a.m. (Eastern Time)to discuss its results and those of Gaz Métro for the third quarter endedJune30,2012.
Pursuant to an administration and management support agreement entered into between Valener and Gaz Métro onSeptember 30, 2010, Gaz Métro acts as the manager of Valener. As such,Sophie Brochu, President and Chief Executive Officer, andPierre Despars, Executive Vice-President, Corporate Affairs and Chief Financial Officer of Gaz Métro inc., the General Partner of Gaz Métro, will be the speakers, and a question period will follow.
The call will be broadcast live and accessible by dialling647-427-7450or toll-free1-888-231-8191.It will also be available via webcast on Valener's website (www.valener.com) in the Events & Presentations page of the Investors section.
Media and other interested parties are invited to listen in on this conference call. After the conference call, the speakers will be available for media interviews and questions.
For 30 days afterward, a rebroadcast will be accessible by dialling 416-849-0833 or toll-free 1-855-859-2056 (access code: 11792953). For 90 days afterward, the call can be played back on the above-mentioned website.
Overview of Valener
Valener owns an economic interest of approximately 29% in Gaz Métro. Valener therefore has a stake in the energy industry and benefits from Gaz Métro's diversified profile, both in terms of geography and business segment. Valener also owns an indirect interest of 24.5% in the wind power projects developed with Gaz Métro and Boralex inc. on the private lands of Séminaire de Québec. Valener's common shares and preferred shares are listed on the Toronto Stock Exchange under the "VNR" trading symbol for common shares and under the "VNR.PR.A" symbol for Series A preferred shares.www.valener.com
Overview of Gaz Métro
With almost$5billionin assets as atJune 30, 2012, Gaz Métro is a major energy distributor. It is the principal natural gas distributor inQuebec, where its more than 10,000-km underground distribution network serves some 300 municipalities. Gaz Métro is also present inVermont, where it is active in the electricity distribution and natural gas markets. Gaz Métro is actively involved in the development of innovative energy projects such as the production of wind power, the use of natural gas as a fuel for transportation, and the promotion of biomethane. Gaz Métro is committed to the satisfaction of its over 180,000 customers inQuebecand 295,000 customers inVermont, its Partners (GazMétroinc. and Valener), its employees and the communities it serves.www.gazmetro.com
Cautionary note regarding forward-looking statements
This press release may contain forward-looking information within the meaning of applicable securities laws. Such forward-looking information reflects the intentions, plans, expectations and opinions of the management of GMi, in its capacity as General Partner of Gaz Métro, and acting as manager of Valener (the management of the manager) and is based on information currently available to the management of the manager and assumptions about future events. Forward-looking statements can often be identified by words such as "plans," "expects," "estimates," "forecasts," "intends," "anticipates" or "believes," or similar expressions, including the negative and conjugated forms of these words. Forward-looking statements involve known and unknown risks and uncertainties and other factors beyond the control of the management of the manager. A number of factors could cause the actual results of Valener or of Gaz Métro to differ significantly from current expectations, as described in the forward-looking statements, including but not limited to the general nature of the aforementioned, terms of decisions rendered by regulatory agencies, the competitiveness of natural gas in relation to other energy sources, the reliability of natural gas supply, the integrity of the natural gas distribution system, the progress of wind power projects and other development projects, the ability to complete attractive acquisitions and the related financing and integration aspects, the ability to secure future financing, general economic conditions, exchange rate fluctuations, and other factors described in the Risk Factors Relating to Valener and the Risk Factors Relating to Gaz Métro sections of Valener's andGaz Metro'sMD&As for the year endedSeptember 30, 2011and in Valener's disclosure filings. Although the forward-looking statements contained herein are based on what the management of the manager believes to be reasonable assumptions, among others, assumptions to the effect that no unforeseen changes in the legislative and regulatory framework of energy markets inQuebecand in the New England states will occur; that no significant event occurring outside the ordinary course of business, such as a natural disaster or other calamity, will occur; that Gaz Métro can continue to distribute substantially all of its net income (excluding non-recurring items); that the wind power projects in which Valener and Gaz Métro are indirectly involved will be completed on time and within the defined parameters; that GMP and CVPS will obtain the required approvals from federal and state authorities for their merger; that GMP will be able to quickly and effectively integrate CVPS's operations; and that the conclusions of studies on the project to serve the Côte-Nord region will be positive and that the required regulatory approvals will be obtained in addition to the other assumptions described in the MD&A of Valener and Gaz Métro for the quarter endedJune30,2012, the management of the manager cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of this date, and the management of the manager assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws. Readers are cautioned to not place undue reliance on these forward-looking statements.
____________________
1Net of financing costs
HIGHLIGHTS
VALENER INC.
3 months ended June 30
9 months ended June 30
(inmillions of dollars, except for share data, which is in dollars)
2012
2011
2012
2011
(unaudited)
(unaudited)
(unaudited)
(unaudited)
CONSOLIDATED INCOME AND CASH FLOWS
Share in the net income (loss) of Gaz Métro
$
(0.5)
$
3.3
$
46.2
$
52.3
Net income (loss)
$
(0.5)
$
0.3
$
31.3
$
33.8
Cash flows related to operating activities
$
9.0
$
11.9
$
14.1
$
21.4
Basic and diluted net income (loss) per common share
$
(0.02)
$
-
$
0.83
$
0.91
Dividends declared per share to shareholders of record on December 30, 2011, March 30, 2012 and June 29, 2012
$
0.25
$
0.25
$
0.75
$
0.75
Weighted average number of common shares outstanding(inmillions)
37.5
37.3
37.4
37.0
OTHER INFORMATION
Market prices of common shares on the Toronto Stock Exchange (TSX):
High
$
15.48
$
16.88
$
16.50
$
18.37
Low
$
14.60
$
16.05
$
13.55
$
16.05
Close
$
15.29
$
16.22
$
15.29
$
16.22
Market prices of Series A preferred shares on the TSX:
High
$
25.92
$
-
$
25.92
$
-
Low
$
25.10
$
-
$
25.10
$
-
Close
$
25.50
$
-
$
25.50
$
-
CONSOLIDATED BALANCE SHEETS
June 30
2012
September 30
2011
(unaudited)
(audited)
Total assets
$
773.8
$
672.7
Total debt
$
26.9
$
-
Shareholders' equity
$
696.6
$
602.6
GAZ MÃ TRO LIMITED PARTNERSHIP
3 months ended June 30
9 months ended June 30
(inmillions of dollars, except for unit data, which is in dollars)
2012
2011
2012
2011
(unaudited)
(unaudited)
(unaudited)
(unaudited)
CONSOLIDATED INCOME AND CASH FLOWS
Revenues
$
334.3
$
364.1
$
1,549.9
$
1,676.4
Gross margin
$
156.7
$
158.1
$
613.6
$
624.9
Net income (loss) attributable to the Partners of Gaz Métro
$
(1.8)
$
11.5
$
159.3
$
180.4
Cash flows related to operating activities
$
79.3
$
99.7
$
405.0
$
412.5
Purchases of property, plant and equipment
$
105.4
$
43.0
$
281.6
$
120.3
Changes in deferred charges and credits
$
41.6
$
30.0
$
109.5
$
73.7
Basic and diluted net income (loss) per unit attributable to the Partners of Gaz Métro
$
(0.01)
$
0.09
$
1.26
$
1.43
Distributions paid per unit to Partners(1)
$
0.28
$
0.28
$
0.84
$
0.56
Weighted average number of units outstanding(inmillions)
126.9
126.3
126.5
126.2
OTHER INFORMATION
Authorized rate of return on deemed common equity
(Gaz Métro's natural gas distribution activity in Quebec)(2)
9.69%
9.09%
Credit ratings
First mortgage bonds(Standard & Poor's (S&P)/DBRS Limited (DBRS))(3)
A/A
A/A
Commercial paper(S&P/DBRS)(3)
A-1(low)/R-1(low)
A-1(low)/R-1(low)
CONSOLIDATED BALANCE SHEETS
June 30
2012
September 30
2011
(unaudited)
(audited)
Total assets
$
4,999.5
$
3,727.2
Total debt
$
2,370.3
$
1,762.9
Partners' equity attributable to the Partners of Gaz Métro
$
1,329.1
$
1,023.3
Partners' equity per unit attributable to the Partners of Gaz Métro
$
9.25
$
8.10
(1)
No distributions were made in the first quarter of fiscal 2011, given that, as part of the reorganization of Gaz Métro, a distribution of $0.31 per unit was paid on September 30, 2010 instead of on October 1, 2010.
(2)
Including the sharing of productivity gains, if applicable, and excluding the Global Energy Efficiency Plan incentive.
(3)
Through its General Partner, Gaz Métro inc.
SOURCE: VALENER INC.MONTREAL,Aug. 10, 2012/CNW Telbec/