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George Weston Limited Reports a 51.4% Increase in Adjusted Operating Income(1) for the Second Quarter of 2014(2)(Canada Newswire Via Acquire Media NewsEdge) TORONTO, July 29, 2014 /CNW/ - George Weston Limited (TSX: WN) ("GWL" or the "Company") today announced its consolidated unaudited results for the 12 weeks ended June 14, 2014. With the completion of Loblaw Companies Limited's ("Loblaw") acquisition of Shoppers Drug Mart Corporation ("Shoppers Drug Mart"), the Company's second quarter results include the results of Shoppers Drug Mart for the full quarter as well as the associated acquisition related accounting adjustments. The 2014 Second Quarter Report to Shareholders of GWL, including the Company's unaudited interim period condensed consolidated financial statements and Management's Discussion and Analysis ("MD&A") for the 12 and 24 weeks ended June 14, 2014, is available in the Investor Centre section of the Company's website at www.weston.ca and has been filed with the System for Electronic Document Analysis and Retrieval ("SEDAR") and will be available at www.sedar.com. 2014 Second Quarter Highlights Sales growth of 36.0% to $10,598 million. Excluding Shoppers Drug Mart, sales increased by 2.5%. Adjusted operating income(1) increased by $200 million to $589 million. Excluding Shoppers Drug Mart, adjusted operating income(1) declined by 4.9%. Adjusted EBITDA(1) increased by $269 million to $864 million. Excluding Shoppers Drug Mart, Loblaw adjusted EBITDA(1) was flat while Weston Foods adjusted EBITDA(1) declined. Adjusted basic net earnings per common share(1) increased to $1.26 from $1.08. Free cash flow(1) was $808 million for the second quarter and $394 million year-to-date. "The country's number-one grocery retailer and number-one pharmacy and beauty retailer were brought together in the second quarter through the successful completion of Loblaw's acquisition of Shoppers Drug Mart. The increased scale and competitive positioning of the Company within the Canadian market as well as the opportunities to realize significant synergies position us extremely well to meet both the changing needs of Canadian consumers and to create long term value for shareholders", said W. Galen Weston, Executive Chairman, George Weston Limited. CONSOLIDATED RESULTS OF OPERATIONS (unaudited) ($ millions except where otherwise indicated) 12 Weeks Ended 24 Weeks Ended For the periods ended as indicated Jun. 14, 2014 Jun. 15, 2013(3) Change Jun. 14, 2014 Jun. 15, 2013(3) Change Sales $10,598 $ 7,792 36.0 % $18,210 $ 15,286 19.1% Sales excluding Shoppers Drug Mart $7,989 $7,792 2.5% $15,601 $15,286 2.1% EBITDA(1) $(42) $ 584 (107.2)% $547 $ 1,184 (53.8)% Adjusted EBITDA(1) $864 $ 595 45.2 % $1,416 $ 1,125 25.9% Adjusted EBITDA margin(1) 8.2% 7.6 % 7.8% 7.4% Adjusted EBITDA(1) excluding Shoppers Drug Mart $583 $595 (2.0)% $1,135 $1,125 0.9%Adjusted EBITDA margin(1) excluding Shoppers Drug Mart 7.3% 7.6% 7.3% 7.4% Operating (loss) income $(442) $ 377 (217.2)% $(64) $ 779 (108.2)% Adjusted operating income(1) $589 $ 389 51.4% $930 $ 722 28.8 % Adjusted operating margin(1) 5.6% 5.0 % 5.1% 4.7% Adjusted operating income(1) excluding Shoppers Drug Mart $370 $389 (4.9)% $711 $722 (1.5)% Net interest expense and other financing charges $159 $ 150 6.0% $327 $ 234 39.7% Net (loss) earnings attributable to shareholders of the Company $(208) $ 97 (314.4)% $(88) $ 269 (132.7)% Basic net (loss) earnings per common share ($) $(1.71) $ 0.68 (351.5)% $(0.85) $ 1.95 (143.6)% Adjusted basic net earnings per common share(1) ($) $1.26 $ 1.08 16.7% $2.17 $ 1.99 9.0% Pavi Binning, President, George Weston Limited, commented that "We are pleased with George Weston Limited's second quarter results. Loblaw delivered strong sales and excluding Shoppers Drug Mart, strong same-store sales growth in a challenging retail environment. Weston Foods' operating performance was challenged by higher than anticipated commodity and other input costs, higher plant start-up costs, lower fresh sales volumes and the costs associated with continued investments in future growth". On March 28, 2014, Loblaw acquired all of the outstanding shares of Shoppers Drug Mart as described in the "Acquisition of Shoppers Drug Mart Corporation" section of this News Release. As part of the acquisition, there were a number of acquisition related accounting adjustments that had a negative impact on the Company's results, including the recognition of the fair value increment on the acquired Shoppers Drug Mart inventory sold of $622 million, the amortization of the acquired Shoppers Drug Mart intangible assets of $125 million, and costs related to the acquisition of $52 million as described in the "Non-GAAP Financial Measures" section of this News Release. In connection with Loblaw's upgrade of its information technology ("IT") infrastructure, Loblaw recorded a non-cash charge of $190 million relating to inventory measurement and other conversion differences associated with the implementation of a perpetual inventory system. This charge had a negative impact on the Company's results in second quarter of 2014, as described in the "Non-GAAP Financial Measures" section of this News Release. The Company does not anticipate any significant additional Shoppers Drug Mart acquisition costs to be incurred, and expects the above non-cash adjustments to negatively impact its results in future periods as follows: annual amortization of approximately $550 million associated with the acquired intangible assets over the next ten years, and decreasing thereafter; remaining inventory fair value adjustment of $176 million over the remainder of 2014 as the acquired inventory is sold, the majority of which will be incurred in the third quarter of 2014; and further adjustments related to inventory measurement and other conversion differences associated with the implementation of a perpetual inventory system will be recorded as Loblaw converts its remaining corporate grocery stores. George Weston Limited's second quarter 2014 adjusted basic net earnings per common share(1) increased by $0.18 compared to the same period in 2013. The improvement was due to the operating performance of Loblaw including Shoppers Drug Mart, partially offset by the operating performance of Weston Foods, higher interest expense and other financing charges and the impact of the Company's change in ownership in Loblaw after its acquisition of Shoppers Drug Mart. Basic net earnings per common share decreased by $2.39 compared to the same period in 2013. The decrease was due to the year-over-year unfavourable impact of certain items related to the acquisition of Shoppers Drug Mart and the impact of Loblaw's inventory measurement and other conversion differences associated with the implementation of a perpetual inventory system, as well as a number of other items, partially offset by an improvement in underlying operating performance as described above. For a complete list of items that impacted basic net loss per common share but that are excluded from adjusted basic net earnings per common share(1), see the "Non-GAAP Financial Measures" section of this News Release. REPORTABLE OPERATING SEGMENTS Weston Foods (unaudited) ($ millions except where otherwise indicated) 12 Weeks Ended 24 Weeks Ended For the periods ended as indicated Jun. 14, 2014 Jun. 15, 2013(3) Jun. 14, 2014 Jun. 15, 2013(3) Sales $431 $ 413 $880 $ 837 EBITDA(1) $61 $ 80 $138 $ 143 Adjusted EBITDA(1) $67 $ 79 $135 $ 150 Adjusted EBITDA margin(1) 15.5% 19.1% 15.3% 17.9% Operating income $45 $ 64 $106 $ 112 Adjusted operating income(1) $51 $ 64 $103 $ 121 Adjusted operating margin(1) 11.8% 15.5% 11.7% 14.5% Sales In the second quarter of 2014, Weston Foods sales increased by $18 million, or 4.4%, compared to the same period in 2013. Foreign currency translation positively impacted sales by approximately 3.2%. Excluding the impact of foreign currency translation, sales increased by 1.2%, primarily due to an increase in volume. Earnings Before Interest Taxes Depreciation and Amortization Weston Foods EBITDA(1) in the second quarter of 2014decreased by $19 million. The decrease was primarily due to a decline in underlying operating performance and the year-over-year unfavourable impact of the fair value adjustment of commodity derivatives and restructuring and other charges of $7 million. Adjusted EBITDA(1) in the second quarter of 2014 decreased by $12 million, or 15.2%, compared to the same period in 2013. Adjusted EBITDA margin(1) for the second quarter of 2014 decreased by 3.6% compared to the same period in 2013. The decrease in adjusted EBITDA(1) was primarily due to higher commodity and other input costs, including the negative impact of foreign exchange, plant start-up costs, lower fresh bakery sales volumes and the cost impact of continued investments. Operating Income Weston Foods operating income decreased by $19 million compared to the second quarter of 2013 and was negatively impacted by the adjustments described above to EBITDA(1). Adjusted operating income(1) decreased by $13 million compared to the second quarter of 2013, driven by the decrease in adjusted EBITDA(1) described above and an increase in depreciation and amortization of $1 million. Loblaw (unaudited) ($ millions except where otherwise indicated) 12 Weeks Ended 24 Weeks Ended For the periods ended as indicated Jun. 14, 2014 Jun. 15, 2013(3) Jun. 14, 2014 Jun. 15, 2013(3) Sales $10,307 $ 7,520 $17,599 $ 14,722 Sales excluding Shoppers Drug Mart $7,698 $7,520 $14,990 $14,722 EBITDA(1) $(74) $ 510 $395 $ 1,020 Adjusted EBITDA(1) $797 $ 516 $1,281 $ 975 Adjusted EBITDA margin(1) 7.7% 6.9% 7.3% 6.6% Adjusted EBITDA(1) excluding Shoppers Drug Mart $516 $516 $1,000 $975 Adjusted EBITDA margin(1) excluding Shoppers Drug Mart 6.7% 6.9% 6.7% 6.6% Operating (loss) income $(458) $ 319 $(184) $ 646 Adjusted operating income(1) $538 $ 325 $827 $ 601 Adjusted operating margin(1) 5.2% 4.3% 4.7% 4.1% Adjusted operating income(1) excluding Shoppers Drug Mart $319 $325 $608 $601 Sales Loblaw sales in the second quarter of 2014 increased by $2,787 million, or 37.1%, to $10,307 million, compared to the second quarter of 2013, and included $2,609 million in sales related to Shoppers Drug Mart. Excluding Shoppers Drug Mart, Retail sales increased by 1.6% and same-store sales growth was 1.8% (2013 - 1.1%) and was positively impacted by approximately 0.1% due to the shift in the timing of Easter. Loblaw's average quarterly internal food price index was in line with (2013 - lower than) the average quarterly national food price inflation of 2.5% (2013 - 1.5%) as measured by "The Consumer Price Index for Food Purchased from Stores". In the last twelve months, corporate and franchise store square footage increased 0.8% (2013 - 0.8%). Loblaw sales in the second quarter of 2014 were also positively impacted by an increase in Financial Services revenue, which includes President's Choice Bank, a subsidiary of Loblaw. Gross Profit Loblaw's Retail gross profit increased by $198 million to $1,840 million in the second quarter of 2014 from $1,642 million in the same period in 2013. The increase included: $999 million of gross profit generated by Shoppers Drug Mart; partially offset by the charge of $190 million related to the inventory measurement and other conversion differences associated with the implementation of a perpetual inventory system at Loblaw; and the negative impact of the recognition of the fair value increment on inventory sold of $622 million recorded on the acquisition of Shoppers Drug Mart. Excluding the above impacts, Retail gross profit increased by $11 million, or 0.7%, in the second quarter of 2014 compared to the same period in 2013, driven by higher sales, partially offset by a decline in gross profit percentage. Retail gross profit percentage was 22.1% compared to 22.3% in the same period in 2013 due to a decrease in retail margins and higher shrink due to investments in fresh assortment. Earnings Before Interest Taxes Depreciation and Amortization Loblaw EBITDA(1) decreased by $584 million compared to the second quarter of 2013, and was negatively impacted by a number of items, including those described above. For a complete list of items that impacted EBITDA(1) but that are excluded from adjusted EBITDA(1),see the "Non-GAAP Financial Measures" section of this News Release. Loblaw adjusted EBITDA(1) increased by $281 million to $797 million in the second quarter of 2014 from the same period in 2013, driven by Shoppers Drug Mart results. Excluding Shoppers Drug Mart, adjusted EBITDA(1) was flat compared to the second quarter of 2013, primarily driven by a decrease in Retail, which included a $22 million (2013 - $8 million) charge related to the transition of certain stores to more cost effective and efficient operating terms under collective agreements, partially offset by an increase in Financial Services. The remaining decline in Retail was primarily driven by investments in Loblaw's franchise business, gains from the settlement of foreign exchange related financial derivative instruments recorded in the second quarter of 2013 and higher other operating costs, partially offset by supply chain and labour efficiencies, and higher gross profit. Excluding Shoppers Drug Mart, adjusted EBITDA margin(1) was 6.7% compared to 6.9% in the same period in 2013. Operating Income Loblaw operating income in the second quarter of 2014 decreased by $777 million compared to the second quarter of 2013, and was negatively impacted by a number of items including those described above. For a complete list of items that impacted operating income but that are excluded from adjusted operating income(1), see the "Non-GAAP Financial Measures" section of this News Release. Adjusted operating income(1) increased by $213 million, or 65.5%, in the second quarter of 2014 compared to the same period in 2013, and included $219 million of adjusted operating income(1) related to Shoppers Drug Mart. Excluding Shoppers Drug Mart, adjusted operating income(1) decreased by $6 million, driven by an increase in depreciation and amortization of $6 million as adjusted EBITDA(1) remained flat as described above. NET INTEREST EXPENSE AND OTHER FINANCING CHARGES In the second quarter of 2014, net interest expense and other financing charges increased by $9 million to $159 million compared to the same period in 2013. The increase included: a charge of $14 million (2013 - nil) related to the accelerated amortization of deferred financing costs due to Loblaw's repayment of $1.6 billion of the $3.5 billion term loan facility; and a fair value loss of $6 million (2013 - nil) related to the Trust Unit liability, reflecting the change in the fair value of Choice Properties Real Estate Investment Trust's ("Choice Properties") Trust Units ("Units") held by unitholders other than the Company; offset by the favourable year-over-year impact of $55 million for the fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares. Excluding the above impacts, net interest expense and other financing charges increased by $44 million in the second quarter of 2014 compared to the same period in 2013, driven by higher interest on long term debt, primarily as a result of debt incurred by Loblaw to finance the acquisition of Shoppers Drug Mart and distributions paid by Choice Properties on its Units held by unitholders other than the Company. INCOME TAXES In the second quarter of 2014, income tax recovered was $145 million compared to income tax expense of $64 million in the same period in 2013, and the effective income tax rate decreased to 24.1%, compared to 28.2%. The decrease in the effective income tax rate was primarily due to an increase in non-deductible amounts, including the fair value adjustment related to the Trust Unit liability and foreign currency translation losses, partially offset by an increase in income tax recoveries related to prior year matters. ADJUSTED DEBT(1) The Company's adjusted debt(1) balance increased significantly as a result of Loblaw's acquisition of Shoppers Drug Mart. On closing of the acquisition, adjusted debt(1) increased to approximately $12.1 billion.Since the acquisition, the Company has made progress towards its debt reduction targets by Loblaw repaying a $350 million medium term note ("MTN") at maturity, resulting in an adjusted debt(1) balance of $11.8 billion as at the end of the second quarter of 2014. During the second quarter of 2014, Loblaw also replaced and subsequently sold $1.5 billion of Choice Properties transferor notes to third parties and used the proceeds and existing cash to repay $1.6 billion of its $3.5 billion term loan. The overall impact was neutral to consolidated adjusted debt(1). FREE CASH FLOW(1) For the second quarter of 2014, free cash flow(1) was $808 million compared to $409 million in the same period in 2013. The increase in free cash flow(1) of $399 million was primarily due to an increase in net earnings before non-cash items, driven by earnings related to Shoppers Drug Mart. ACQUISITION OF SHOPPERS DRUG MART CORPORATION On March 28, 2014, Loblaw acquired all of the outstanding shares of Shoppers Drug Mart for total consideration of $12.3 billion, comprised of approximately $6.6 billion of cash and the issuance of approximately 119.5 million Loblaw common shares. The cash portion of the acquisition of Shoppers Drug Mart was financed by Loblaw as follows: $3.5 billion was obtained through an unsecured term loan facility bearing interest at a rate equal to the Bankers' Acceptance rate plus 1.75% and maturing March 28, 2019; $1.6 billion of proceeds from the issuance of unsecured notes in the third quarter of 2013; $500 million was received in consideration of the issuance of 10.5 million Loblaw common shares to GWL; and approximately $1.0 billion was used from cash on hand. Loblaw expects to achieve annualized synergies of $300 million in the third full year following the close of the transaction (net of related costs). First year synergies are expected to be generated primarily from improved cost of goods sold and from purchasing efficiencies in goods not for resale. During the second quarter of 2014, Loblaw realized net synergies of approximately $8 million, primarily in cost of goods sold. Pursuant to a Consent Agreement reached with the Competition Bureau in the first quarter of 2014, Loblaw was required to divest 14 Shoppers Drug Mart stores and four of its franchise grocery stores, as well as nine Loblaw pharmacy operations. This was subsequently revised to 16 Shoppers Drug Mart stores and two Loblaw franchise grocery stores. The planned divestitures for the nine in-store pharmacies remain unchanged. The divestitures are expected to be completed in the third quarter of 2014, subject to approval by the Competition Bureau, and are not expected to have a material impact on the operations of Loblaw or the planned synergies. Subsequent to the end of the second quarter of 2014, the Competition Bureau approved the sale of the two franchise grocery stores, two of the Shoppers Drug Mart stores and approved the licensing of the nine in-store pharmacies to unrelated parties. Based on a preliminary assessment, Loblaw recognized the following amounts of net tangible assets, goodwill and intangible assets in the second quarter of 2014: (unaudited) ($ millions) Estimated Useful Life Fair value of net tangible assets acquired $ 539 Goodwill $ 2,259 Prescription files $ 5,040 11 years Brands 3,340 indefinite Optimum loyalty program 490 18 years Other 605 5 to 10 years Intangible assets $ 9,475 Total net assets acquired $ 12,273 Loblaw has one year to finalize the fair value of net tangible assets, goodwill and intangible assets, however, Loblaw does not expect significant changes from the amounts presented above. In the second quarter of 2014, Loblaw incurred costs related to the acquisition of $52 million, which were recorded in selling, general and administrative expenses. Upon closing of the acquisition, all amounts owing on Shoppers Drug Mart's revolving bank credit facility were repaid and the facility was cancelled. In addition, upon closing, Loblaw guaranteed the outstanding principal amount of Shoppers Drug Mart's MTNs of $500 million, along with accrued interest. Loblaw has also provided guarantees to various Canadian banks in support of the financing obtained by Shoppers Drug Mart's Associates ("Associates"). An Associate is a pharmacist-owner of a corporation that is licensed to operate a retail drug store at a specific location using Shoppers Drug Mart's trademarks. As a result of the acquisition, GWL's ownership interest in Loblaw decreased from approximately 63% to approximately 46%. The Company remains the controlling shareholder and continues to consolidate Loblaw. OUTLOOK(2) The outlook reflects the underlying operating performance of the Company's operating segments as discussed below. Weston Foods expects a decline in adjusted operating income(1) in the third quarter of 2014 when compared to the same period in 2013. Despite this anticipated decline, efforts to grow sales volumes and easing pressures on commodity and other input costs are expected to improve adjusted operating income(1) increasingly over the second half of 2014 when compared to the first half. Loblaw continues to successfully execute on its strategy against the backdrop of an extremely competitive supermarket environment and the deflationary pressure of regulatory drug reform. In its supermarket business, Loblaw will continue to focus on investing in the customer proposition to drive sales growth while surfacing efficiencies in its business to offset these investments. The acquisition of Shoppers Drug Mart provides Loblaw with increased scale and improved competitive positioning with the Canadian consumer, and also creates opportunities to realize significant synergies - particularly in cost of goods sold and expense in areas such as goods not for resale. Loblaw expects the following in 2014: the supermarket environment to be competitive but stable; deflationary pressures from the impact of drug reform to moderate, with greater visibility for the balance of the year; its business divisions to achieve financial and operational performance, on an adjusted basis and excluding synergies, in line with the 2013 performance trends; and to achieve $100 million in synergies in the first twelve months following the transaction. For 2014, synergies are projected to ramp up through the third and fourth quarter. DECLARATION OF QUARTERLY DIVIDENDS Subsequent to the end of the second quarter of 2014, the Company's Board of Directors declared a quarterly dividend on George Weston Limited Common Shares, Preferred Shares, Series I, Preferred Shares, Series III, Preferred Shares, Series IV and Preferred Shares, Series V payable as follows: Common Shares $0.42 per share payable October 1, 2014, to shareholders of record September 15, 2014; Preferred Shares, Series I $0.3625 per share payable September 15, 2014, to shareholders of record August 31, 2014; Preferred Shares, Series III $0.3250 per share payable October 1, 2014, to shareholders of record September 15, 2014; Preferred Shares, Series IV $0.3250 per share payable October 1, 2014, to shareholders of record September 15, 2014; and Preferred Shares, Series V $0.296875 per share payable October 1, 2014, to shareholders of record September 15, 2014. FORWARD-LOOKING STATEMENTS This News Release contains forward-looking statements about the Company's objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects and opportunities. Specific forward-looking statements in this News Release include, but are not limited to, statements with respect to the Company's anticipated future results and events, targeted synergies expected following the acquisition of Shoppers Drug Mart and future plans. These specific forward-looking statements are contained throughout this News Release including, without limitation, in the "Outlook" and "Consolidated Results of Operations" sections. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar expressions, as they relate to the Company and its management. Forward-looking statements reflect the Company's current estimates, beliefs and assumptions, which are based on management's perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company's expectation of operating and financial performance in 2014 is based on certain assumptions including assumptions about sales and volume growth, anticipated cost savings and operating efficiencies, and competitive square footage growth. The Company's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. The Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Numerous risks and uncertainties could cause the Company's actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in the "Enterprise Risks and Risk Management" section of the MD&A in the Company's 2013 Annual Report, the "Enterprise Risks and Risk Management" section of the MD&A included in the Company's 2014 Second Quarter Report to Shareholders and the Company's Updated and Restated Annual Information Form ("AIF") for the year ended December 31, 2013; updated to June 2, 2014. Such risks and uncertainties include: failure by Loblaw to realize the anticipated strategic benefits or operational, competitive and cost synergies expected following the acquisition of Shoppers Drug Mart; failure to realize benefits from investments in the Company's IT systems, including the Company's IT systems implementation, or unanticipated results from these initiatives; failure to realize anticipated results, including revenue growth, anticipated cost savings or operating efficiencies from the Company's major initiatives, including those from restructuring; the inability of the Company's IT infrastructure to support the requirements of the Company's business; public health events and risks associated with those related to food and drug safety and product handling; failure to achieve desired results in labour negotiations, including the terms of future collective bargaining agreements which could lead to work stoppages; heightened competition, whether from current competitors or new entrants to the marketplace; changes in economic conditions including the rate of inflation or deflation, changes in interest and foreign currency exchange rates and changes in derivative and commodity prices; changes in the Company's income, capital, commodity, property and other tax and regulatory liabilities including changes in tax laws, regulations or future assessments; changes to the regulation of generic prescription drug prices and the reduction of reimbursements under public drug benefit plans and the elimination or reduction of professional allowances paid by drug manufacturers; the inability of the Company to manage inventory to minimize the impact of obsolete or excess inventory and to control shrink; changes in the Company's estimate of inventory cost as a result of its IT system upgrade; and failure to respond to changes in consumer and retail customer trends. This is not an exhaustive list of the factors that may affect the Company's forward-looking statements. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties are discussed in the Company's materials filed with the Canadian securities regulatory authorities from time to time. Information on risks and uncertainties related to Shoppers Drug Mart are disclosed in the Information Statement filed by Loblaw on August 20, 2013, the Shoppers Drug Mart 2013 annual MD&A filed by Shoppers Drug Mart on February 20, 2014 and the Company's Updated and Restated AIF for the year ended December 31, 2013; updated to June 2, 2014. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date of this News Release. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. NON-GAAP FINANCIAL MEASURES The Company uses the following non-GAAP financial measures: EBITDA, adjusted EBITDA and adjusted EBITDA margin, adjusted operating income and adjusted operating margin, adjusted basic net earnings per common share, adjusted debt, and free cash flow. The Company believes these non-GAAP financial measures provide useful information to both management and investors in measuring the financial performance of the Company for the reasons outlined below. Management uses these and other non-GAAP financial measures to exclude the impact of certain expenses and income that must be recognized under GAAP when analyzing consolidated and segment underlying operating performance, as the excluded items are not necessarily reflective of the Company's underlying operating performance and make comparisons of underlying financial performance between periods difficult. From time to time, the Company may exclude additional items if it believes doing so would result in a more effective analysis of underlying operating performance. The exclusion of certain items does not imply that they are non-recurring. Beginning in the first quarter of 2014, management no longer excludes share-based compensation when analyzing consolidated and segment underlying operating performance. As a result, prior year adjusted EBITDA and adjusted EBITDA margin, adjusted operating income and adjusted operating margin, and adjusted basic net earnings per common share were restated to conform with the current year's presentation. Beginning in the second quarter of 2014, management no longer excludes net interest expense incurred in connection with the financing related to the acquisition of Shoppers Drug Mart when analyzing consolidated underlying operating performance. These amounts were excluded from adjusted basic net earnings per common share in periods prior to the closing of the acquisition of Shoppers Drug Mart. These measures do not have a standardized meaning prescribed by GAAP and therefore they may not be comparable to similarly titled measures presented by other publicly traded companies, and they should not be construed as an alternative to other financial measures determined in accordance with GAAP. EBITDA, Adjusted EBITDA and Adjusted Operating Income The Company believes adjusted EBITDA is useful in assessing the underlying operating performance of the Company's ongoing operations and in assessing the Company's ability to generate cash flows to fund its cash requirements, including its capital investment program and debt reduction objectives. The Company believes adjusted operating income is also useful in assessing the Company's underlying operating performance and in making decisions regarding the ongoing operations of its business. The following table reconciles EBITDA, adjusted EBITDA and adjusted operating income to operating (loss) income, which is reconciled to GAAP net (loss) earnings attributable to shareholders of the Company reported in the unaudited interim period condensed consolidated statements of earnings for the 12 weeks and 24 weeks ended June 14, 2014 and June 15, 2013. 12 Weeks Ended Jun. 14, 2014 Jun. 15, 2013(i) (unaudited) ($ millions) WestonFoods Loblaw Other(ii) Consolidated Weston Foods Loblaw Other(ii) Consolidated Net (loss) earnings attributable to shareholders of the Company $(208) $ 97 Add impact of the following: Non-controlling interests (248) 66 Income taxes (145) 64 Net interest expense and other financing charges 159 150 Operating income (loss) $45 $(458) $(29) $(442) $ 64 $ 319 $ (6) $ 377 Depreciation and amortization 16 384 400 16 191 207 EBITDA $61 $(74) $(29) $(42) $ 80 $ 510 $ (6) $ 584 Operating income (loss) $45 $(458) $(29) $(442) $ 64 $ 319 $ (6) $ 377 Add (deduct) impact of the following: Recognition of fair value increment on inventory sold at Loblaw 622 622 Charge related to inventory measurement and other conversion differences at Loblaw 190 190 Amortization of intangible assets acquired with Shoppers Drug Mart 125 125 Restructuring and other charges 3 3 1 1 Fair value adjustment of commodity derivatives at Weston Foods 3 3 (1) (1) Fixed asset and other related impairments 2 2 6 6 Shoppers Drug Mart acquisition costs 52 52 Choice Properties general and administrative costs 5 5 Foreign currency translation loss 29 29 6 6 Adjusted operating income $51 $538 $589 $ 64 $ 325 $ 389 Depreciation and amortization excluding the impact of the above adjustments(iii) 16 259 275 15 191 206 Adjusted EBITDA $67 $797 $864 $ 79 $ 516 $ 595 (i) Certain 2013 figures have been amended. See note 2 of the Company's unaudited interim period condensed consolidated financial statements included in the 2014 Second Quarter Report to Shareholders. (ii) Operating (loss) income in the second quarter of 2014 included a loss of $29 million (2013 - $6 million) related to the effect of foreign currency translation on a portion of the United States ("U.S.") dollar denominated cash and short term investments held by foreign operations. (iii) Depreciation and amortization for the calculation of adjusted EBITDA at Loblaw excludes $125 million (2013 - nil) of amortization of intangible assets acquired with Shoppers Drug Mart, and in the second quarter of 2013, $1 million of accelerated depreciation recorded as restructuring and other charges at Weston Foods. 24 Weeks Ended Jun. 14, 2014 Jun. 15, 2013(i) (unaudited) ($ millions) WestonFoods Loblaw Other(ii) Consolidated Weston Foods Loblaw Other(ii) Consolidated Net (loss) earnings attributable to shareholders of the Company $(88) $ 269 Add impact of the following: Non-controlling interests (204) 134 Income taxes (99) 142 Net interest expense and other financing charges 327 234 Operating income (loss) $106 $(184) $14 $(64) $ 112 $ 646 $ 21 $ 779 Depreciation and amortization 32 579 611 31 374 405 EBITDA $138 $395 $14 $547 $ 143 $ 1,020 $ 21 $ 1,184 Operating income (loss) $106 $(184) $14 $(64) $ 112 $ 646 $ 21 $ 779 Add (deduct) impact of the following: Recognition of fair value increment on inventory sold at Loblaw 622 622 Charge related to inventory measurement and other conversion differences at Loblaw 190 190 Amortization of intangible assets acquired with Shoppers Drug Mart 125 125 Restructuring and other charges 3 3 2 2 Fair value adjustment of commodity derivatives at Weston Foods (6) (6) 7 7 Fixed asset and other related impairments 5 5 6 6 Shoppers Drug Mart acquisition costs 60 60 Choice Properties general and administrative costs 9 9 Defined benefit plan amendments (51) (51) Foreign currency translation gain (14) (14) (21) (21) Adjusted operating income $103 $827 $930 $ 121 $ 601 $ 722 Depreciation and amortization excluding the impact of the above adjustments(iii) 32 454 486 29 374 403 Adjusted EBITDA $135 $1,281 $1,416 $ 150 $ 975 $ 1,125 (i) Certain 2013 figures have been amended. See note 2 of the Company's unaudited interim period condensed consolidated financial statements included in the 2014 Second Quarter Report to Shareholders. (ii) Year-to-date operating (loss) income included a gain of $14 million (2013 - $21 million) related to the effect of foreign currency translation on a portion of the U.S. dollar denominated cash and short term investments held by foreign operations. (iii) Year-to-date depreciation and amortization for the calculation of adjusted EBITDA at Loblaw excludes $125 million (2013 - nil) of amortization of intangible assets acquired with Shoppers Drug Mart, and in 2013, $2 million of accelerated depreciation recorded as restructuring and other charges at Weston Foods. The following items influenced operating income in the second quarters of 2014 and 2013: Recognition of fair value increment on inventory sold at Loblaw In connection with the acquisition of Shoppers Drug Mart, acquired assets and liabilities were recorded on the Company's consolidated balance sheet at their fair value. This resulted in a fair value adjustment to Shoppers Drug Mart inventory on the date of acquisition of $798 million representing the difference between inventory cost and its fair value. In the second quarter of 2014, $622 million was recognized in gross profit and operating income. Charge related to inventory measurement and other conversion differences for Loblaw's corporate grocery stores With the upgrade of its IT infrastructure, Loblaw expects to complete the conversion of its corporate grocery stores to a perpetual inventory management system in 2014. The implementation of a perpetual inventory system, combined with visibility to integrated costing information provided by the new IT systems, enabled Loblaw to estimate the cost of inventory using a more precise system-generated average cost. By the second quarter of 2014, sufficient corporate grocery stores had been converted to enable Loblaw to record the impact of the inventory measurement and other conversion differences associated with the implementation of a perpetual inventory system. This impact was estimated to be a $190 million decrease in the value of the inventory, which was recognized in gross profit and operating income in the second quarter of 2014. Amortization of intangible assets acquired with Shoppers Drug Mart The acquisition of Shoppers Drug Mart in the second quarter of 2014 included approximately $6 billion of definite life intangible assets, which will be amortized over their estimated useful lives. During the second quarter of 2014, $125 million of amortization was recognized in operating income. Restructuring and other charges The Company continuously evaluates strategic and cost reduction initiatives related to its store infrastructure, manufacturing assets, distribution networks and administrative infrastructure with the objective of ensuring a low cost operating structure. Restructuring activities related to these initiatives are ongoing. Fair value adjustment of commodity derivatives at Weston Foods Weston Foods is exposed to commodity price and U.S. dollar exchange rate fluctuations primarily as a result of purchases of certain raw materials, fuels and utilities. In accordance with the Company's commodity risk management policy, Weston Foods enters into commodity and foreign currency derivatives to reduce the impact of price fluctuations in forecasted raw material purchases over a specified period of time. These derivatives are not acquired for trading or speculative purposes. Pursuant to Weston Foods' derivative instruments accounting policy, certain changes in fair value, which include realized and unrealized gains and losses related to future purchases of raw materials, are recorded in operating income. In the second quarter of 2014, Weston Foods recorded a charge of $3 million (2013 - income of $1 million) related to the fair value adjustment of exchange traded commodity derivatives and foreign currency derivatives. Despite the impact of accounting for these commodity and foreign currency derivatives on the Company's reported results, the derivatives have the economic impact of largely mitigating the associated risks arising from price and exchange rate fluctuations in the underlying commodities. Fixed asset and other related impairments At each balance sheet date, the Company assesses and, when required, records impairments and recoveries of previous impairments related to the carrying value of its fixed assets, investment properties and intangible assets. In the second quarter of 2014, Loblaw recorded a charge of $2 million (2013 - $6 million) related to fixed asset and other related impairments. Shoppers Drug Mart acquisition costs In connection with the agreement to acquire all of the outstanding common shares of Shoppers Drug Mart, Loblaw recorded $52 million of acquisition costs in the second quarter of 2014. Choice Properties general and administrative costs During the second quarter of 2014, Loblaw recorded incremental general and administrative costs incurred by Choice Properties of $5 million. Foreign currency translation losses The Company's consolidated financial statements are expressed in Canadian dollars. A portion of the Company's (excluding Loblaw's) net assets are denominated in U.S. dollars and as a result, the Company is exposed to foreign currency translation gains and losses. The impact of foreign currency translation on a portion of the U.S. dollar denominated net assets, primarily cash and short term investments held by foreign operations, is recorded in operating income. In the second quarter of 2014, a foreign currency translation loss of $29 million (2013 - $6 million) was recorded in operating income as a result of the depreciation of the U.S. dollar relative to the Canadian dollar. Adjusted Basic Net Earnings per Common Share The Company believes adjusted basic net earnings per common share is useful in assessing the Company's underlying operating performance and in making decisions regarding the ongoing operations of its business. The following table reconciles adjusted basic net earnings per common share to GAAP basic net (loss) earnings per common share reported for the periods ended as indicated. 12 Weeks Ended 24 Weeks Ended (unaudited) ($) Jun. 14, 2014 Jun. 15, 2013(i) Jun. 14, 2014 Jun. 15, 2013(i) Basic net (loss) earnings per common share $(1.71) $ 0.68 $(0.85) $ 1.95 Add (deduct) impact of the following(ii): Fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares 0.02 0.34 0.31 0.31 Recognition of fair value increment on inventory sold at Loblaw 1.63 1.63 Charge related to inventory measurement and other conversion differences at Loblaw 0.49 0.49 Amortization of intangible assets acquired with Shoppers Drug Mart 0.33 0.33 Restructuring and other charges 0.02 0.02 0.01 Fair value adjustment of commodity derivatives at Weston Foods 0.02 (0.01) (0.03) 0.04 Fixed asset and other related impairments 0.01 0.02 0.02 0.02 Shoppers Drug Mart acquisition costs and net financing charges 0.16 0.25 Choice Properties general and administrative costs 0.01 0.03 Defined benefit plan amendments (0.18) Accelerated amortization of deferred financing costs 0.04 0.04 Fair value adjustment of Trust Unit liability 0.01 0.04 Foreign currency translation loss (gain) 0.23 0.05 (0.11) (0.16) Adjusted basic net earnings per common share $1.26 $ 1.08 $2.17 $ 1.99 (i) Certain 2013 figures have been amended. See note 2 of the Company's unaudited interim period condensed consolidated financial statements included in the 2014 Second Quarter Report to Shareholders. (ii) Net of interest, income taxes and non-controlling interests, as applicable. In addition to the items described in the "EBITDA, Adjusted EBITDA and Adjusted Operating Income" section above, the following items also influenced basic net earnings per common share in the second quarters of 2014 and 2013: Accelerated amortization of deferred financing costs In the second quarter of 2014, Loblaw recorded a charge of $14 million on a pre-tax basis related to the accelerated amortization of deferred financing costs due to the repayment of $1.6 billion of the $3.5 billion term loan facility. Fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares The fair value adjustment of the forward sale agreement for 9.6 million Loblaw common shares is non-cash and is included in net interest expense and other financing charges. The adjustment is determined by changes in the value of the underlying Loblaw common shares. In the second quarter of 2014, a charge of $3 million on a pre-tax basis (2013 - $58 million) was recorded in net interest expense and other financing charges as a result of the increase in the market price of Loblaw common shares. Fair value adjustment of Trust Unit liability The Company is exposed to market price fluctuations as a result of the Choice Properties Units held by unitholders other than the Company. These Units are presented as a liability on the Company's consolidated balance sheets as they are redeemable for cash at the option of the holder, subject to certain restrictions. This liability is recorded at fair value at each reporting period based on the market price of Units at the end of the period. In the second quarter of 2014, the Company recorded a loss of $6 million (2013 - nil) in net interest expense and other financing charges related to the fair value adjustment of the Trust Unit liability. Adjusted Debt The Company believes adjusted debt to rolling year adjusted EBITDA is useful in assessing the amount of financial leverage employed. The Company changed its definition of adjusted debt in the second quarter of 2014 to include capital securities to better align with management's definition for debt reduction purposes. The following table reconciles adjusted debt used in the adjusted debt to rolling year adjusted EBITDA ratio to GAAP measures reported as at the periods ended as indicated. (unaudited) As at ($ millions) Jun. 14, 2014 Jun. 15, 2013 Dec. 31, 2013 Bank indebtedness $335 Short term debt 1,080 $ 1,339 $ 1,060 Long term debt due within one year 74 1,325 1,208 Long term debt 12,862 5,450 7,736 Trust Unit liability 493 478 Capital securities 224 223 224 Certain other liabilities 34 39 39 Fair value of financial derivatives related to the above debt (491) (454) (524) Total debt $14,611 $ 7,922 $ 10,221 Less: Independent securitization trusts in short term debt 605 905 605 Independent securitization trusts in long term debt 750 600 750 Trust Unit liability 493 478 Independent funding trusts 476 461 475 Guaranteed Investment Certificates 528 273 430 Adjusted debt $11,759 $ 5,683 $ 7,483 Free Cash Flow The Company believes free cash flow is useful in assessing the Company's cash available for additional financing and investing activities. The following table reconciles free cash flow to GAAP measures reported for the periods ended as indicated. (unaudited) 12 Weeks Ended 24 Weeks Ended ($ millions) Jun. 14, 2014 Jun. 15, 2013 Jun. 14, 2014 Jun. 15, 2013 Cash flows from operating activities $1,013 $ 633 $1,015 $ 613 Change in credit card receivables 162 104 23 (26) Less: Interest paid 119 115 267 208 Fixed asset purchases 248 213 377 347 Free cash flow $808 $ 409 $394 $ 32 SELECTED FINANCIAL INFORMATION The following includes selected quarterly financial information which is prepared by management in accordance with International Financial Reporting Standards ("IFRS") and is based on the Company's 2014 Second Quarter Report to Shareholders. This financial information does not contain all disclosures required by IFRS, and accordingly, this financial information should be read in conjunction with the Company's 2013 Annual Report and 2014 Second Quarter Report to Shareholders available in the Investor Centre section of the Company's website at www.weston.ca. Condensed Consolidated Statements of Earnings 12 Weeks Ended 24 Weeks Ended (unaudited) Jun. 14, 2014 Jun. 15, 2013(3) Jun. 14, 2014 Jun. 15, 2013(3) (millions of Canadian dollars except where otherwise indicated) Revenue $10,598 $ 7,792 $18,210 $ 15,286 Operating Expenses Cost of inventories sold 8,422 5,867 14,090 11,472 Selling, general and administrative expenses 2,618 1,548 4,184 3,035 11,040 7,415 18,274 14,507 Operating (Loss) Income (442) 377 (64) 779 Net Interest Expense and Other Financing Charges 159 150 327 234 (Loss) Earnings Before Income Taxes (601) 227 (391) 545 Income Taxes (145) 64 (99) 142 Net (Loss) Earnings (456) 163 (292) 403 Attributable to: Shareholders of the Company (208) 97 (88) 269 Non-Controlling Interests (248) 66 (204) 134 Net (Loss) Earnings $(456) $ 163 $(292) $ 403 Net (Loss) Earnings per Common Share ($) Basic $(1.71) $ 0.68 $(0.85) $ 1.95 Diluted $(1.71) $ 0.67 $(0.85) $ 1.93 Condensed Consolidated Balance Sheets As at (unaudited) Jun. 14, 2014 Jun. 15, 2013(3) Dec. 31, 2013(3) (millions of Canadian dollars) ASSETS Current Assets Cash and cash equivalents $1,452 $ 1,028 $ 2,869 Short term investments 897 2,457 1,490 Accounts receivable 1,152 595 697 Credit card receivables 2,561 2,279 2,538 Inventories 4,428 2,130 2,244 Income taxes recoverable 58 Prepaid expenses and other assets 237 157 84 Assets held for sale 44 26 22 Total Current Assets 10,829 8,672 9,944 Fixed Assets 11,341 9,436 9,655 Investment Properties 148 97 99 Intangible Assets 9,580 220 215 Goodwill 3,633 1,357 1,365 Deferred Income Taxes 336 314 307 Security Deposits 187 315 1,791 Franchise Loans Receivable 380 365 375 Other Assets 777 679 853 Total Assets $37,211 $ 21,455 $ 24,604 LIABILITIES Current Liabilities Bank indebtedness $335 Trade payables and other liabilities 4,727 $ 3,620 $ 3,989 Provisions 109 97 120 Income taxes payable 2 2 Short term debt 1,080 1,339 1,060 Long term debt due within one year 74 1,325 1,208 Associate interest 170 Total Current Liabilities 6,495 6,383 6,379 Provisions 88 96 81 Long Term Debt 12,862 5,450 7,736 Trust Unit Liability 493 478 Deferred Income Taxes 2,184 151 187 Other Liabilities 831 827 618 Capital Securities 224 223 224 Total Liabilities 23,177 13,130 15,703 EQUITY Share Capital 988 967 972 Contributed Surplus 77 48 65 Retained Earnings 6,085 4,840 5,260 Accumulated Other Comprehensive Income (Loss) 27 (16) 16 Total Equity Attributable to Shareholders of the Company 7,177 5,839 6,313 Non-Controlling Interests 6,857 2,486 2,588 Total Equity 14,034 8,325 8,901 Total Liabilities and Equity $37,211 $ 21,455 $ 24,604 Condensed Consolidated Statements of Cash Flows 12 Weeks Ended 24 Weeks Ended (unaudited) Jun. 14, 2014 Jun. 15, 2013(3) Jun. 14, 2014 Jun. 15, 2013(3) (millions of Canadian dollars) Operating Activities Net (loss) earnings $(456) $ 163 $(292) $ 403 Income taxes (145) 64 (99) 142 Net interest expense and other financing charges 159 150 327 234 Depreciation and amortization 400 207 611 405 Recognition of fair value increment on inventory sold 622 622 Charge related to inventory measurement and other conversion differences 190 190 Foreign currency translation loss (gain) 29 6 (14) (21) Gain on defined benefit plan amendments (51) Settlement of derivatives 8 (37) Change in credit card receivables (162) (104) (23) 26 Change in non-cash working capital 395 189 (225) (401) Income taxes paid (97) (66) (180) (118) Interest received 14 18 25 31 Other 64 (2) 73 Cash Flows from Operating Activities 1,013 633 1,015 613 Investing Activities Fixed asset purchases (248) (213) (377) (347) Change in short term investments (15) (51) 605 (286) Acquisition of Shoppers Drug Mart Corporation, net of cash acquired (6,619) (6,619) Change in franchise investments and other receivables (19) 17 (13) (25) Change in security deposits 1,601 (13) 1,605 36 Intangible asset additions (17) (18) (9) Other (13) 9 (3) (1) Cash Flows used in Investing Activities (5,330) (251) (4,820) (582) Financing Activities Change in bank indebtedness 40 40 Change in Associate interest (4) (4) Change in short term debt 10 9 20 20 Long term debt - Issued, net of financing charges 5,136 5,605 10 - Retired (2,474) (198) (2,800) (224) Share capital - Issued 14 13 14 13 - Purchased and held in trust (15) - Retired (42) Loblaw share capital - Issued 54 44 64 55 - Purchased and held in trust (46) - Retired (59) (59) Interest paid (119) (115) (267) (208) Dividends - To common shareholders (53) (48) (106) (97) - To preferred shareholders (8) (8) (19) (19) - To minority shareholders (83) (23) (108) (46) Cash Flows from (used in) Financing Activities 2,454 (326) 2,380 (599) Effect of foreign currency exchange rate changes on cash and cash equivalents (6) (3) 8 7 Change in Cash and Cash Equivalents (1,869) 53 (1,417) (561) Cash and Cash Equivalents, Beginning of Period 3,321 975 2,869 1,589 Cash and Cash Equivalents, End of Period $1,452 $ 1,028 $1,452 $ 1,028 2014 SECOND QUARTER REPORT TO SHAREHOLDERS The Company's 2013 Annual Report and 2014 Second Quarter Report to Shareholders are available in the Investor Centre section of the Company's website at www.weston.ca and have been filed with SEDAR and will be available at www.sedar.com. INVESTOR RELATIONS Shareholders, security analysts and investment professionals should direct their requests to Mr. Geoffrey H. Wilson, Senior Vice President, Investor Relations, Business Intelligence and Communications, at the Company's Executive Office or by e-mail at [email protected]. Additional financial information has been filed electronically with the Canadian securities regulatory authorities in Canada through SEDAR. This News Release includes selected information on Loblaw, a public company with shares trading on the Toronto Stock Exchange. For information regarding Loblaw, readers should also refer to the materials filed by Loblaw with the Canadian securities regulatory authorities from time to time. These filings are also maintained at Loblaw's corporate website at www.loblaw.ca. CONFERENCE CALL AND WEBCAST PRESENTATION George Weston Limited will host a conference call as well as an audio webcast on Tuesday July 29, 2014 at 11:00 a.m. (EST). To access via tele-conference, please dial (647) 427-7450. The playback will be available two hours after the event at (416) 849-0833, passcode: 65664673#. To access via audio webcast, please visit the Investor Centre section of www.weston.ca. Pre-registration will be available. Endnotes (1) See "Non-GAAP Financial Measures" section of this News Release. (2) This News Release contains forward-looking information. See Forward-Looking Statements of this News Release for a discussion of material factors that could cause actual results to differ materially from the forecasts and projections herein and of the material factors, estimates, beliefs and assumptions that were applied in presenting the conclusions, forecasts and projections presented herein. This News Release must be read in conjunction with George Weston Limited's filings with securities regulators made from time to time, all of which can be found at www.weston.ca and www.sedar.com. (3) Certain 2013 figures have been amended. See "Non-GAAP Financial Measures" section of this News Release and note 2 of the Company's unaudited interim period condensed consolidated financial statements included in the 2014 Second Quarter Report to Shareholders. SOURCE George Weston Limited |