UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August, 2014
Commission File Number: 333-13302
ETABLISSEMENTS DELHAIZE FRÈRES
ET CIE “LE LION” (GROUPE DELHAIZE)
(Exact name of registrant as specified in its charter)*
DELHAIZE BROTHERS AND CO.
“THE LION” (DELHAIZE GROUP)
(Translation of registrant’s name into English)*
SQUARE MARIE CURIE 40
1070 BRUSSELS, BELGIUM
(Address of principal executive offices)
* The registrant’s charter (articles of association) specifies the registrant’s name in French, Dutch and English.
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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 | | Half Year Financial Reporting Second Quarter 2014 Regulated Information August 7, 2014 – 7:00 a.m. CET |
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DELHAIZE GROUP SECOND QUARTER 2014 RESULTS
Financial Summary Second Quarter 2014
| » | Revenue growth of 3.7% at identical exchange rates (3.7% organic growth) |
| » | Comparable store sales growth of 3.3% in the U.S. and -1.2% in Belgium |
| » | Group underlying operating margin of 3.4% (3.6% in the U.S., 3.2% in Belgium) |
| » | Impairment of€150 million in Serbia |
Financial Summary First Half 2014
| » | Revenue growth of 3.2% at identical exchange rates |
| » | Group underlying operating margin of 3.3% (3.8% last year) |
» CEO Comments
Frans Muller, President and Chief Executive Officer of Delhaize Group, commented: “Our operating performance in the second quarter was in line with our expectations. In the U.S., comparable store sales growth remained strong, driven by momentum at Food Lion and Hannaford. Our U.S. underlying operating profit began to stabilize as we started to cycle last year’s price investments.”
“In Belgium, our performance was impacted by weak sales and market share loss. In June, we announced our intention to implement a comprehensive Transformation Plan. Through significant organizational changes and accelerating the implementation of our commercial strategy, we aim to remain a differentiated and leading food retailer in Belgium with high quality, well-priced products and strong customer service.”
“In Southeastern Europe, we gained further market share in Greece, Romania and Serbia. In Serbia, our results continued to be impacted by macro-economic instability, negative GDP growth and retail deflation. While we are developing a new commercial strategy to strengthen our performance, the current economic outlook is not expected to improve in the near term. This has caused us to book a further impairment.”
“For the second half of the year, we are on schedule with our “Easy, Fresh & Affordable” initiative at Food Lion while we also have the firm intention to negotiate the implementation of our announced Transformation Plan at Delhaize Belgium. For the full year, we expect to generate a healthy level of free cash flow.”
» Financial Summary
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| Q2 2014(1) | | | | | | YTD 2014(1) | |
Actual Results | | | At Actual Rates | | | At Identical Rates | | | In millions of €, except EPS (in €) | | Actual Results | | | At Actual Rates | | | At Identical Rates | |
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| 5 273 | | | | +0.5% | | | | +3.7% | | | Revenues | | | 10 393 | | | | +0.4% | | | | +3.2% | |
| 328 | | | | -0.7% | | | | +2.6% | | | EBITDA | | | 629 | | | | -1.8% | | | | +1.2% | |
| 29 | | | | -84.3% | | | | -83.7% | | | Operating profit | | | 185 | | | | -46.9% | | | | -45.3% | |
| 0.5% | | | | - | | | | - | | | Operating margin | | | 1.8% | | | | - | | | | - | |
| 178 | | | | -10.9% | | | | -7.8% | | | Underlying operating profit | | | 339 | | | | -13.6% | | | | -11.0% | |
| 3.4% | | | | - | | | | - | | | Underlying operating margin | | | 3.3% | | | | - | | | | - | |
| (16) | | | | N/A | | | | N/A | | | Profit (loss) before taxes and discontinued operations | | | 96 | | | | -62.5% | | | | -61.5% | |
| (44) | | | | N/A | | | | N/A | | | Net profit (loss) from continuing operations | | | 46 | | | | -78.0% | | | | -77.6% | |
| (45) | | | | N/A | | | | N/A | | | Group share in net profit (loss) | | | 35 | | | | -77.9% | | | | -77.0% | |
| (0.44) | | | | N/A | | | | N/A | | | Basic earnings per share - Group share in net profit (loss) | | | 0.34 | | | | -77.9% | | | | -77.1% | |
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| (1) | The average exchange rate of the U.S. dollar against the euro weakened by 4.7% in the second quarter of 2014 (€1 = $1.3711) compared to the second quarter of 2013 and weakened in the first half of 2014 by 4.2% (€1 = $1.3703) compared to the same period in 2013. | |
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 1 of 26 | | |
» Second Quarter 2014 Income Statement
Revenues
In the second quarter of 2014, Delhaize Group’s revenues increased by 0.5% and 3.7% at actual and identical exchange rates, respectively. Organic revenue growth was 3.7%.
In the U.S., revenue growth in local currency was 4.7%, including a 0.8% positive calendar impact. U.S. comparable store sales growth was +3.3% (+4.1% including the calendar effect). Delhaize America experienced an increase in retail inflation (+2.2% for the second quarter). Revenues at Delhaize Belgium were flat despite modest retail inflation (+0.9% for the second quarter). Comparable store sales declined by 1.2% (-0.7% including a 0.5% positive calendar impact), partly as a result of disruption in certain stores following the announcement of the Transformation Plan in June. Revenues in Southeastern Europe grew by 5.3% at identical exchange rates. In Greece and Romania, we experienced positive comparable store sales growth. Serbia reported improved but still negative comparable store sales growth.
Gross margin
Gross margin was 24.0% of revenues, down 25 basis points at identical exchange rates. Higher price investments and promotions and higher logistic costs at Delhaize Belgium are the main drivers of the decline as we began cycling last year price investments at Delhaize America.
Other operating income
Other operating income was€30 million and increased by€2 million compared to the same period last year.
Selling, general and administrative expenses
Selling, general and administrative expenses (SG&A) were 21.1% of revenues, or flat, compared to the second quarter of last year at identical exchange rates. The ratio modestly improved in the U.S. and at Delhaize Belgium but this was offset by higher SG&A in Southeastern Europe.
Other operating expenses
Other operating expenses were€153 million and included€151 million of impairment charges primarily related to Delhaize Serbia´s goodwill and trade names. This compares to€9 million of other operating expenses in the second quarter last year.
Underlying operating profit
Underlying operating profit decreased by 10.9% at actual exchange rates and 7.8% at identical exchange rates. Underlying operating margin was 3.4% of revenues compared to 3.8% in the second quarter of 2013.
Underlying EBITDA
Underlying EBITDA decreased by 5.4% at actual exchange rates and 2.3% at identical exchange rates. Group EBITDA decreased by 0.7% at actual exchange rates but increased by 2.6% at identical exchange rates compared to the same period last year.
Operating profit
Operating profit decreased from€181 million to€29 million due to a lower underlying operating profit and the goodwill and trade names impairment charges at Delhaize Serbia.
Net financial expenses
Net financial expenses of€45 million are unchanged compared to last year.
Income tax
Tax expense of€28 million was recorded on a pre-tax operating loss of operations of€16 million. This expense is primarily the result of the non deductible goodwill impairment charge in Serbia.
Net loss from continuing operations
Net loss from continuing operations was€44 million compared to a net profit from continued operations of€107 million in last year´s second quarter. This resulted in a€0.44 basic loss per share compared to€1.07 basic earnings per share in the second quarter of 2013.
Net loss
Group share in net loss amounted to€45 million. Basic and diluted net loss per share was€0.44 and compared to a basic and diluted net profit per share of€1.04 in the second quarter of 2013.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 2 of 26 | | |
» First Half 2014 Income Statement
Revenues
In the first half of 2014, Delhaize Group’s revenues increased by 0.4% and 3.2% at actual and identical exchange rates, respectively. Organic revenue growth was 3.2%.
In the U.S., revenue growth in local currency was 4.4%. U.S. comparable store sales growth was 4.0%. Revenues at Delhaize Belgium decreased by 0.4% and comparable store sales declined by -1.0% (a -1.1% decline including a -0.1% calendar impact). Revenues in Southeastern Europe grew by 4.4% at identical exchange rates.
Gross margin
Gross margin was 24.0% of revenues, decreasing 42 basis points at identical exchange rates. A lower gross margin at Delhaize Belgium and price investments at Delhaize America were partially offset by a higher gross margin in Southeastern Europe.
Other operating income
Other operating income was€56 million and increased by€2 million compared to last year.
Selling, general and administrative expenses
Selling, general and administrative expenses (SG&A) were 21.2% of revenues or flat compared to the first half of last year at identical exchange rates.
Other operating expenses
Other operating expenses were€159 million compared to€37 million last year. The increase reflects the goodwill and trade names impairment charges at Delhaize Serbia which were partially offset by reorganization and store closing expenses recorded in the first half last year.
Underlying operating profit
Underlying operating profit decreased by 13.6% at actual exchange rates and 11.0% at identical exchange rates. Lower profitability in all three geographical segments was partially offset by lower Corporate costs. Underlying operating margin was 3.3% of revenues compared to 3.8% in the first half of 2013.
Underlying EBITDA
Underlying EBITDA decreased by 7.6% at actual exchange rates and 4.9% at identical exchange rates. Group EBITDA decreased by 1.8% at actual exchange rates but increased by 1.2% at identical exchange rates.
Operating profit
Operating profit declined by 46.9% from€347 million to€185 million due to the goodwill and trade names impairment charges at Delhaize Serbia and a lower underlying operating profit.
Net financial expenses
Net financial expenses decreased by 3.7% to€90 million compared to€94 million reported last year. The lower finance costs result primarily from reduced interest expenses on lower outstanding debt and finance leases.
Income tax
During the first half of 2014, the effective tax rate (on continued operations) was 53.0%, a significant increase compared to last year’s rate of 18.9%. This increase is mainly due to the non deductible goodwill impairment charge in Serbia.
Net profit from continuing operations
Net profit from continuing operations was€46 million in the first half of 2014 compared to€206 million in the first half of 2013. This resulted in€0.44 basic earnings per share compared to€2.04 last year.
Result from discontinued operations (net of tax)
The result from discontinued operations net of tax was a loss of€11 million compared to a loss of€50 million in the first half of last year. The loss is mainly related to the (planned) divestitures of Bulgaria, Bosnia & Herzegovina partially offset by a gain on the sale of Sweetbay, Harveys and Reid´s.
Net profit
Group share in net profit amounted to€35 million in the first half of 2014. Basic and diluted net profit per share were€0.34 compared to€1.54 last year.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 3 of 26 | | |
» First Half 2014 Cash Flow Statement and Balance Sheet
Free cash flow
Free cash flow was€308 million in the first half of 2014 compared to€321 million in the first half of last year. This is mainly explained by higher capital expenditures, higher taxes paid and the payment of higher bonuses in the U.S. in 2014, which are to a large degree offset by the€180 million proceeds received from the divestment of Sweetbay, Harveys and Reid´s.
Net debt
Compared to year-end 2013, net debt decreased by€129 million to€1.3 billion mainly as a result of the€308 million free cash flow generation, which was partially offset by the payment of the dividend in the second quarter of 2014.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 4 of 26 | | |
» Segment Information (at actual exchange rates)
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Q2 2014 | | | | Revenues | | Underlying Operating Margin (3) | | Underlying Operating Profit/(Loss) (3) |
(in millions) | | Q2 2014 | | Q2 2013 | | 2014 /2013 | | Q2 2014 | | Q2 2013 | | Q2 2014 | | Q2 2013 | | 2014 /2013 |
United States(1) | | $ | | 4 447 | | 4 247 | | +4.7% | | 3.6% | | 3.8% | | 162 | | 162 | | -0.2% |
United States(1) | | € | | 3 243 | | 3 250 | | -0.2% | | 3.6% | | 3.8% | | 118 | | 124 | | -4.9% |
Belgium | | € | | 1 262 | | 1 261 | | 0.0% | | 3.2% | | 4.2% | | 40 | | 52 | | -23.1% |
Southeastern Europe(2) | | € | | 768 | | 736 | | +4.4% | | 3.9% | | 4.4% | | 30 | | 32 | | -7.6% |
Corporate | | € | | - | | - | | N/A | | N/A | | N/A | | (10) | | (9) | | -10.4% |
TOTAL | | € | | 5 273 | | 5 247 | | +0.5% | | 3.4% | | 3.8% | | 178 | | 199 | | -10.9% |
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H1 2014 | | | | Revenues | | Underlying Operating Margin (3) | | Underlying Operating Profit/(Loss) (3) |
(in millions) | | H1 2014 | | H1 2013 | | 2014 /2013 | | H1 2014 | | H1 2013 | | H1 2014 | | H1 2013 | | 2014 /2013 |
United States(1) | | $ | | 8 800 | | 8 430 | | +4.4% | | 3.6% | | 3.9% | | 317 | | 331 | | -4.3% |
United States(1) | | € | | 6 422 | | 6 418 | | +0.1% | | 3.6% | | 3.9% | | 231 | | 252 | | -8.3% |
Belgium | | € | | 2 472 | | 2 481 | | -0.4% | | 3.2% | | 4.5% | | 78 | | 111 | | -29.9% |
Southeastern Europe(2) | | € | | 1 499 | | 1 452 | | +3.3% | | 2.9% | | 3.3% | | 44 | | 48 | | -8.7% |
Corporate | | € | | - | | - | | N/A | | N/A | | N/A | | (14) | | (19) | | +25.6% |
TOTAL | | € | | 10 393 | | 10 351 | | +0.4% | | 3.3% | | 3.8% | | 339 | | 392 | | -13.6% |
| (1) | The segment “United States” includes the banners Food Lion, Hannaford and Bottom Dollar Food. |
| (2) | The segment “Southeastern Europe” includes our operations in Greece, Serbia and Romania. |
| (3) | For a definition of underlying operating profit, please refer to the “Definitions” page of this document. A reconciliation with reported operating profit is provided on page 21 of this document. |
United States
In the second quarter of 2014, revenues in the U.S. increased by 4.7% to $4.4 billion (€3.2 billion). Comparable store sales growth was 3.3% or 4.1% including a positive calendar effect of 0.8%. Volume growth for Delhaize America was lower than in the previous quarters as we noted a significant increase in retail inflation (+2.2%). We are on track to Iaunch the “Easy, Fresh & Affordable” strategy in 29 Food Lion stores in Wilmington, North Carolina at the end of August. The second group of 48 stores in Greenville, North Carolina will follow in November.
During the first half of 2014, U.S. revenues increased by 4.4% in local currency.
In the second quarter of 2014, underlying operating profit decreased by 0.2% to $162 million (€118 million) resulting in an underlying operating margin of 3.6% compared to 3.8% last year. This decrease is mainly the result of a slightly lower gross margin and slightly higher SG&A expenses.
For the first six months of 2014, underlying operating profit of our U.S. operations decreased by 4.3% to $317 million (€231 million) and the underlying operating margin was 3.6% (3.9% last year).
On June 2, 2014, Delhaize Group announced the completion of the divestment of Sweetbay, Harveys and Reid´s to Bi-Lo Holdings for a cash amount of $246 million or€180 million, subject to customary post-closing adjustments.
Belgium
Revenues in Belgium were€1.3 billion in the second quarter of 2014, similar to 2013. Comparable store sales declined by 1.2% (or declined by 0.7% including a positive calendar impact of 0.5%). The positive impact from retail inflation and network expansion was offset by negative comparable store sales growth partly due to the disruption following the announcement of the Transformation Plan. Delhaize Belgium’s market share came further under pressure in the second quarter.
During the first half of 2014, Delhaize Belgium revenues decreased by 0.4%.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 5 of 26 | | |
In the second quarter of 2014, underlying operating profit decreased by 23.1% to€40 million as a result of higher price investments and promotions and increased logistic costs.
For the first six months of 2014, underlying operating profit decreased by 29.9% to€78 million and underlying operating margin was 3.2% (4.5% last year).
Southeastern Europe
In the second quarter of 2014, revenues in Southeastern Europe increased by 4.4% to€768 million at actual rates (+5.3% at identical exchange rates). The growth was mainly the result of store expansion at Alfa Beta and Mega Image. In Greece, revenue growth was driven by positive comparable store sales and volume growth as well as from 16 net store openings so far this year. In Romania, growth was mainly driven by further store expansion. While Delhaize Serbia saw the first signs of stabilization, comparable store sales growth remained negative. We continued to gain market share in all three countries.
During the first half of 2014, revenues in Southeastern Europe increased by 3.3% (4.4% at identical exchange rates).
In the second quarter of 2014, underlying operating profit decreased by 7.6% to€30 million, while underlying operating margin decreased from 4.4% to 3.9%. An improvement in the gross margin was more than offset by an increase in staff costs partially the result of a favorable one-off change in pensions in 2013 in Greece. As revenue and profitability growth in Serbia continued to be below expectations, partially the consequence of a challenging economic and competitive environment, Delhaize Group recorded€150 million impairment charges on Delhaize Serbia’s goodwill and trade names.
For the first six months of 2014, underlying operating profit decreased by 8.7% to€44 million and underlying operating margin was 2.9% (3.3% last year).
On June 10, 2014, Delhaize Group announced the completion of the divestment of its operations in Bulgaria to AP Mart.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 6 of 26 | | |
» 2014 Outlook
We reiterate our full year outlook as communicated in March. For 2014, we expect Group capital expenditures of approximately€625 million at identical exchange rates excluding leases, and plan to open 180 new stores. In addition, we plan to generate a healthy level of free cash flow.
For the second half of the year, Delhaize Group will be focused on two strategic initiatives: (1) the further testing of the “Easy, Fresh & Affordable” strategy at Food Lion in 77 stores, in combination with the in-depth review of our assortment for all Food Lion stores, and (2) intention to negotiate the implementation of our announced Transformation Plan in Belgium.
We expect Food Lion and Hannaford to continue to see positive comparable store sales growth trends in coming quarters while we expect our activities in Greece and Romania to continue to grow with good profitability. In Serbia, we remain focused on improving our operating performance, although we expect a persistently difficult trading environment.
» Conference Call and Webcast
Delhaize Group’s management will comment on the second quarter 2014 results during a conference call starting August 7, 2014 at 09:00 am CET / 03:00 am ET. The conference call can be attended by calling +44 (0)20 3427 1906 (U.K.), +1 646 254 3367 (U.S.) or +32 2 402 3092 (Belgium), with “Delhaize” as password. The conference call will also be broadcast live over the internet athttp://www.delhaizegroup.com. An on-demand replay of the webcast will be available after the conference call athttp://www.delhaizegroup.com.
» Delhaize Group
Delhaize Group is a Belgian international food retailer present in eight countries on three continents. At the end of the second quarter of 2014, Delhaize Group’s sales network consisted of 3 377 stores. In 2013, Delhaize Group posted€20.9 billion ($27.8 billion) in revenues and€179 million ($237 million) in net profit (Group share). At June 30, 2014, Delhaize Group employed approximately 152 500 people. Delhaize Group’s stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
This press release is available in English, French and Dutch. You can also find it on the websitehttp://www.delhaizegroup.com. Questions can be sent toinvestor@delhaizegroup.com.
» Financial Calendar
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— Press release – 2014 third quarter results | | November 6, 2014 |
— Press release – 2014 fourth quarter and full year revenues | | January 26, 2015 |
— Press release – 2014 fourth quarter and full year results | | March 5, 2015 |
» Contacts
Investor Relations: + 32 2 412 2151
Media Relations: + 32 2 412 8669
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 7 of 26 | | |
DELHAIZE GROUP CONDENSED CONSOLIDATED FINANCIAL STATEMENT
» Condensed Consolidated Balance Sheet (Unaudited)
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(in millions of€) | | June 30, 2014 | | December 31, 2013 | | June 30, 2013 |
Assets | | | | | | |
Non-current assets | | 7 700 | | 7 930 | | 8 394 |
Goodwill | | 2 843 | | 2 959 | | 3 207 |
Intangible assets | | 703 | | 732 | | 832 |
Property, plant and equipment | | 3 900 | | 3 973 | | 4 035 |
Investment property | | 86 | | 100 | | 115 |
Investments accounted for using the equity method | | 26 | | 24 | | 27 |
Financial assets | | 29 | | 29 | | 32 |
Derivative instruments | | 6 | | 1 | | 5 |
Other non-current assets | | 107 | | 112 | | 141 |
Current assets | | 3 267 | | 3 665 | | 3 387 |
Inventories | | 1 318 | | 1 353 | | 1 379 |
Receivables | | 571 | | 618 | | 591 |
Financial assets | | 231 | | 151 | | 170 |
Derivative instruments | | - | | 40 | | 22 |
Other current assets | | 123 | | 104 | | 124 |
Cash and cash equivalents | | 1 000 | | 1 149 | | 834 |
Assets classified as held for sale | | 24 | | 250 | | 267 |
Total assets | | 10 967 | | 11 595 | | 11 781 |
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Liabilities | | | | | | |
Total equity | | 4 997 | | 5 074 | | 5 230 |
Shareholders’ equity | | 4 991 | | 5 068 | | 5 228 |
Non-controlling interests | | 6 | | 6 | | 2 |
Non-current liabilities | | 3 314 | | 3 377 | | 3 606 |
Long-term debt | | 2 041 | | 2 011 | | 2 077 |
Obligations under finance lease | | 472 | | 496 | | 538 |
Deferred tax liabilities | | 395 | | 443 | | 505 |
Derivative instruments | | 5 | | 8 | | 1 |
Provisions | | 346 | | 355 | | 415 |
Other non-current liabilities | | 55 | | 64 | | 70 |
Current liabilities | | 2 656 | | 3 144 | | 2 945 |
Long-term debt - current portion | | 2 | | 228 | | 235 |
Obligations under finance lease | | 60 | | 59 | | 58 |
Bank overdrafts | | - | | 4 | | - |
Accounts payable | | 1 858 | | 1 993 | | 1 849 |
Derivative instruments | | - | | 3 | | 13 |
Other current liabilities | | 725 | | 799 | | 726 |
Liabilities associated with assets held for sale | | 11 | | 58 | | 64 |
Total liabilities and equity | | 10 967 | | 11 595 | | 11 781 |
$ per€ exchange rate | | 1.3658 | | 1.3791 | | 1.3080 |
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» Condensed Consolidated Income Statement (Unaudited)
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Q2 2014 | | Q2 2013 | | (in millions of€) | | YTD 2014 | | YTD 2013 |
5 273 | | 5 247 | | Revenues | | 10 393 | | 10 351 |
(4 008) | | (3 973) | | Cost of sales | | (7 899) | | (7 820) |
1 265 | | 1 274 | | Gross profit | | 2 494 | | 2 531 |
24.0% | | 24.3% | | Gross margin | | 24.0% | | 24.5% |
30 | | 28 | | Other operating income | | 56 | | 54 |
(1 113) | | (1 112) | | Selling, general and administrative expenses | | (2 206) | | (2 201) |
(153) | | (9) | | Other operating expenses | | (159) | | (37) |
29 | | 181 | | Operating profit | | 185 | | 347 |
0.5% | | 3.5% | | Operating margin | | 1.8% | | 3.4% |
(50) | | (51) | | Finance costs | | (97) | | (99) |
5 | | 5 | | Income from investments | | 7 | | 5 |
- | | - | | Share of results of joint venture equity accounted | | 1 | | 1 |
(16) | | 135 | | Profit (loss) before taxes and discontinued operations | | 96 | | 254 |
(28) | | (28) | | Income tax expense | | (50) | | (48) |
(44) | | 107 | | Net profit (loss) from continuing operations | | 46 | | 206 |
(1) | | (2) | | Result from discontinued operations, net of tax | | (11) | | (50) |
(45) | | 105 | | Net profit (loss) | | 35 | | 156 |
- | | - | | Net profit attributable to non-controlling interests | | - | | - |
(45) | | 105 | | Net profit (loss) attributable to equity holders of the Group - Group share in net profit (loss) | | 35 | | 156 |
| | | | (in€, except number of shares) | | | | |
| | | | Group share in net profit (loss) from continuing operations: | | | | |
(0.44) | | 1.07 | | Basic earnings per share | | 0.44 | | 2.04 |
(0.43) | | 1.06 | | Diluted earnings per share | | 0.44 | | 2.03 |
| | | | Group share in net profit (loss): | | | | |
(0.44) | | 1.04 | | Basic earnings per share | | 0.34 | | 1.54 |
(0.44) | | 1.04 | | Diluted earnings per share | | 0.34 | | 1.54 |
| | | | Weighted average number of shares outstanding: | | | | |
101 294 614 | | 100 926 254 | | Basic | | 101 272 176 | | 100 906 291 |
102 011 283 | | 101 588 740 | | Diluted | | 101 839 894 | | 101 468 474 |
102 732 803 | | 101 921 498 | | Shares issued at the end of the period | | 102 732 803 | | 101 921 498 |
101 610 427 | | 100 992 050 | | Shares outstanding at the end of the period | | 101 610 427 | | 100 992 050 |
1.3711 | | 1.3062 | | Average $ per€ exchange rate | | 1.3703 | | 1.3134 |
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 9 of 26 | | |
» Condensed Consolidated Statement of Comprehensive Income (Unaudited)
| | | | | | | | |
Q2 2014 | | Q2 2013 | | (in millions of€) | | YTD 2014 | | YTD 2013 |
(45) | | 105 | | Net profit (loss) of the period | | 35 | | 156 |
- | | - | | Total items that will not be reclassified to profit or loss | | - | | - |
(1) | | (5) | | Unrealized gain (loss) on financial assets available for sale | | - | | (5) |
- | | - | | Reclassification adjustment to net profit | | - | | - |
- | | 1 | | Tax (expense) benefit | | - | | 1 |
(1) | | (4) | | Unrealized gain (loss) on financial assets available for sale, net of tax | | - | | (4) |
34 | | (94) | | Exchange gain (loss) on translation of foreign operations | | 33 | | 27 |
(1) | | - | | Reclassification adjustment to net profit | | (1) | | (1) |
33 | | (94) | | Exchange gain (loss) on translation of foreign operations | | 32 | | 26 |
32 | | (98) | | Total items that are or may be reclassified subsequently to profit or loss | | 32 | | 22 |
32 | | (98) | | Other comprehensive income | | 32 | | 22 |
- | | - | | Attributable to non-controlling interests | | - | | - |
32 | | (98) | | Attributable to equity holders of the Group | | 32 | | 22 |
(13) | | 7 | | Total comprehensive income for the period | | 67 | | 178 |
- | | - | | Attributable to non-controlling interests | | - | | - |
(13) | | 7 | | Attributable to equity holders of the Group | | 67 | | 178 |
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 10 of 26 | | |
» Condensed Consolidated Statement of Changes in Equity (Unaudited)
| | | | | | |
(in millions of€, except number of shares) | | Shareholders’ Equity, Group share | | Non-controlling Interests | | Total Equity |
Balances at January 1, 2014 | | 5 068 | | 6 | | 5 074 |
Other comprehensive income | | 32 | | - | | 32 |
Net profit | | 35 | | - | | 35 |
Total comprehensive income for the period | | 67 | | - | | 67 |
Capital increase | | 10 | | - | | 10 |
Dividends declared | | (159) | | - | | (159) |
Treasury shares sold upon exercise of employee stock options | | 2 | | - | | 2 |
Tax payment forrestricted stock units vested | | (1) | | - | | (1) |
Share-based compensation expense | | 4 | | - | | 4 |
Balances at June 30, 2014 | | 4 991 | | 6 | | 4 997 |
Shares issued | | 102 732 803 | | | | |
Treasury shares | | 1 122 376 | | | | |
Shares outstanding | | 101 610 427 | | | | |
| | | | | | |
(in millions of€, except number of shares) | | Shareholders’ Equity, Group share | | Non-controlling Interests | | Total Equity |
Balances at January 1, 2013 | | 5 184 | | 2 | | 5 186 |
Other comprehensive income | | 22 | | - | | 22 |
Net profit | | 156 | | - | | 156 |
Total comprehensive income for the period | | 178 | | - | | 178 |
Dividends declared | | (142) | | - | | (142) |
Tax payment forrestricted stock units vested | | (3) | | - | | (3) |
Excess tax benefit on employee stock options and restricted stock units | | 2 | | - | | 2 |
Share-based compensation expense | | 9 | | - | | 9 |
Balances at June 30, 2013 | | 5 228 | | 2 | | 5 230 |
Shares issued | | 101 921 498 | | | | |
Treasury shares | | 929 448 | | | | |
Shares outstanding | | 100 992 050 | | | | |
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 11 of 26 | | |
» Condensed Consolidated Statement of Cash Flows (Unaudited)
| | | | | | | | |
Q2 2014 | | Q2 2013 | | (in millions of€) | | YTD 2014 | | YTD 2013 |
| | | | Operating activities | | | | |
(45) | | 105 | | Net profit (loss) | | 35 | | 156 |
| | | | Adjustments for: | | | | |
- | | - | | Share of results of joint venture equity accounted | | (1) | | (1) |
149 | | 153 | | Depreciation and amortization | | 293 | | 308 |
151 | | 8 | | Impairment | | 167 | | 8 |
67 | | 77 | | Income taxes, finance costs and income from investments | | 139 | | 127 |
(3) | | 10 | | Other non-cash items | | - | | 13 |
29 | | (98) | | Changes in operating assets and liabilities | | (125) | | - |
(60) | | (69) | | Interest paid | | (92) | | (95) |
4 | | 6 | | Interest received | | 7 | | 7 |
(88) | | (37) | | Income taxes paid | | (98) | | (42) |
204 | | 155 | | Net cash provided by operating activities | | 325 | | 481 |
| | | | Investing activities | | | | |
(2) | | (1) | | Business acquisitions, net of cash and cash equivalents acquired | | (6) | | (3) |
136 | | 3 | | Business disposals, net of cash and cash equivalents disposed | | 177 | | 4 |
(150) | | (99) | | Purchase of tangible and intangible assets (capital expenditures) | | (229) | | (177) |
32 | | 8 | | Sale of tangible and intangible assets | | 39 | | 16 |
(3) | | (3) | | Net investment in debt securities | | (3) | | (45) |
(9) | | - | | Net investment in term deposits | | (77) | | (36) |
1 | | - | | Other investing activities | | 2 | | - |
5 | | (92) | | Net cash provided by (used in) investing activities | | (97) | | (241) |
| | | | Financing activities | | | | |
11 | | (3) | | Proceeds from the exercise of share warrants and stock options | | 11 | | (3) |
(159) | | (142) | | Dividends paid, including dividends paid by subsidiaries to non-controlling interests | | (159) | | (142) |
(226) | | (95) | | Borrowings under (repayments of) long-term loans, net of direct financing costs | | (238) | | (185) |
7 | | - | | Settlement of derivative instruments | | 6 | | (1) |
(367) | | (240) | | Net cash used in financing activities | | (380) | | (331) |
7 | | (12) | | Effect of foreign currency translation | | 6 | | 6 |
(151) | | (189) | | Net decrease in cash and cash equivalents | | (146) | | (85) |
1 152 (4) | | 1 025 | | Cash and cash equivalents at beginning of period | | 1 147 (3) | | 921 (1) |
1 001 (1) | | 836 (2) | | Cash and cash equivalents at end of period | | 1 001 (1) | | 836 (2) |
| (1) | Includes €1 million in assets classified as held for sale |
| (2) | Includes €2 million in assets classified as held for sale |
| (3) | Includes €2 million in assets classified as held for sale, net of €4 million bank overdrafts |
| (4) | Includes €5 million in assets classified as held for sale |
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» Selected Explanatory Notes
General information
Delhaize Group is a Belgian international food retailer with operations in eight countries on three continents. The Company’s stock is listed on NYSE Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
The condensed interim financial statements of the Group for the six months ended June 30, 2014 were authorized for issue by the Board of Directors on August 6, 2014.
This interim report only provides an explanation of events and transactions that are significant to an understanding of the changes in financial position and reporting since the last annual reporting period, and should therefore be read in conjunction with the consolidated financial statements for the financial year ended on December 31, 2013.
Basis of presentation and accounting policies
These condensed interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), and as adopted by the European Union (EU).
The condensed interim financial statements are presented in millions of euros, the Group’s presentation currency, except where stated otherwise.
The accounting policies applied in this report are consistent with those of the previous financial year except for the impact of new accounting pronouncements adopted in 2014, of which the most important ones for Delhaize Group are listed below:
| — | | Amendments to IAS 32Offsetting Financial Assets and Financial Liabilities; |
| — | | Amendments to IAS 39Novation of Derivatives and Continuation of Hedge Accounting; and |
| — | | Amendments to IFRS 10, IFRS 12 and IAS 27 regardingInvestment Entities. |
Except for the impact of IFRIC 21, the initial application of these new, amended or revised pronouncements did not have a material impact on the financial position and financial performance of the Group.
IFRIC 21 requires recognising levies in full when the obligating event that triggers the payment of the levy, as identified by the relevant legislation, occurs. In accordance with the interpretation, several levies (for example property or similar taxes), mainly in the U.S. and Belgium, can no longer be spread over the calendar year, and are recorded in full at the date of the obligating event.
While from a full financial year perspective, the impact of IFRIC 21 is insignificant, the interpretation impacts the Group’s quarterly results, as in some cases the timing of recognition has changed significantly.
In accordance with IAS 8, IFRIC 21 has been implemented with full retrospective effect and comparative periods have therefore been restated as follow:
| — | | Operating profit (mainly selling, general and administrative expenses) and net profit increased by€1 million for the second quarter of 2013. This resulted in a corresponding increase of both basic and diluted earnings per share in net profit (Group share) by€0.01. |
| — | | Operating profit (mainly selling, general and administrative expenses) decreased by€12 million and net profit by€9 million for the first half of 2013. As a consequence, basic and diluted earnings per share in net profit (Group share) decreased by€0.09 and€0.08, respectively. |
On a full year’s basis, shareholders’ equity (retained earnings) decreased by€2 million for December 31, 2013 and 2012, respectively and€3 million for December 31, 2011. A profit and loss timing impact resulted in an increase in both basic and diluted earnings per share (Group share in net profit) of€0.01 for 2012, while 2013 was not influenced.
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For additional details on the new accounting pronouncements, see Note 2.5 of the Delhaize Group 2013 consolidated financial statements.
Delhaize Group did not early adopt any new IASB pronouncements that were issued but not yet effective at the balance sheet date.
Segment reporting
Segment information, including a reconciliation from operating profit to underlying operating profit, required by IAS 34, can be found on pages 21 and 26 of this press release and forms an integral part of this report.
Business combinations and acquisition of non-controlling interests
During the first six months of 2014, Delhaize Group entered into several agreements in Southeastern Europe that have resulted in the acquisition of businesses and were accounted for as business combinations. The total cash consideration transferred for these transactions was€6 million (of which€2 million in the second quarter) and the transactions resulted in an increase of goodwill of€4 million (of which€1 million in the second quarter).
In 2013, Delhaize Group launched a tender offer to acquire 16% non-controlling interests in C-Market (Serbian subsidiary), held by the Serbian Privatization Agency, at a price of€300 per share (representing approximately€10 million). The Serbian Privatization Agency suspended twice the privatization procedures of C-Market due to a probe into the entity’s earlier privatization. After expiration of the second suspension period in the second quarter of 2014, Delhaize Group withdrew its offer.
Divestitures and discontinued operations
Disposal groups and assets held for sale
At June 30, 2014, the carrying value of assets classified as held for sale and associated liabilities were as follows:
| | | | |
(in millions of€) | | June 30, 2014 | |
Property, plant and equipment | | | 17 | |
Inventories | | | 5 | |
Receivables and other current assets | | | 1 | |
Cash and cash equivalents | | | 1 | |
| | | | |
Assets classified as held for sale | | | 24 | |
Less: | | | | |
Non-current liabilities | | | (1) | |
Accounts payable, accrued expenses and other liabilities | | | (10) | |
| | | | |
Assets classified as held for sale, net of associated liabilities | | | 13 | |
Disposal of Sweetbay, Harveys and Reid’s
In the second quarter of 2013, Delhaize Group signed an agreement with Bi-Lo Holdings to divest its Sweetbay, Harveys, and Reid´s operations.
In the first quarter of 2014, Delhaize Group received approval from the U.S. Federal Trade Commission (FTC) to proceed with the sale of its Sweetbay, Harveys and Reid’s operations to Bi-Lo Holdings. As part of the clearance, Bi-Lo Holdings agreed to divest 12 Delhaize America stores and Delhaize Group agreed to retain two other stores and convert them into the Food Lion banner.
The transaction was completed in the second quarter of 2014, for a total sales price of $246 million (€180 million) in cash, subject to customary post-closing adjustments. In a first phase, at the end of the first quarter of 2014, Delhaize Group sold 35 operating Sweetbay stores and 2 previously closed stores to Bi-Lo Holdings for an initial net cash consideration of€41 million. During the second quarter of 2014, the remaining 119 operating and 8 previously closed stores were sold for a remaining net cash consideration of€139 million.
The assets and liabilities of Sweetbay, Harveys and Reid’s, part of the “United States” segment, were presented as “held for sale” as of the second quarter of 2013 and the operating results for such banners for all periods presented were classified as “Results from discontinued operations” in the income
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statement. In 2013, the stores included in the transaction generated revenues of approximately $1.7 billion.
A gain of€8 million realized on the sale was included in “Results from discontinued operations” during the second quarter of 2014.
Disposal of Bulgarian operations
In the first quarter of 2014, Delhaize Group announced the planned sale of its Bulgarian operations (part of the “Southeastern Europe” segment) to AP Mart. The transaction met the requirements of a discontinued operation and therefore, the profit or loss after tax relating to our operations in Bulgaria has been classified as “Result from discontinued operations” and comparative information re-presented.
Delhaize Group completed the transaction in the second quarter of 2014, with an immaterial impact on profit or loss, subject to customary post-closing adjustments. The Bulgarian operations were transferred to the buyer, including€3 million of cash and cash equivalents.
Disposal of Bosnian & Herzegovinian operations
In the second quarter of 2014, Delhaize Group announced the planned sale of Delhaize Bosnia & Herzegovina to Tropic Group B.V. These activities are part of the “Southeastern Europe” segment and the Group classified the related assets and liabilities as a disposal group held for sale. The transaction also meets the requirements of discontinued operations and therefore, the profit or loss after tax relating to our operations in Bosnia & Herzegovina has been classified as “Result from discontinued operations” and comparative information re-presented.
The sale transaction of the Bosnian & Herzegovinian operations is expected to close in the third quarter of 2014 and is subject to regulatory approval as well as customary closing conditions and working capital adjustments.
Disposal of and classification as held for sale of individual properties
In the second quarter of 2014, Delhaize Group completed the sale of its Sweetbay distribution center in Plant City, Florida, (carrying amount of€17 million) to C&S Wholesale Grocers for an amount of $28 million (€21 million). The distribution center was not part of the Bi-Lo Holdings’ agreement and was used to continue supplying operating Sweetbay stores until the second quarter of 2014.
Delhaize Group holds a number of individual properties, mainly small shops, office buildings, pharmacies or bank branches, which it considers not incremental to its retail operations. The carrying value of individual properties held for sale amounted to€9 million at June 30, 2014, of which€6 million related to properties in the U.S. and€3 million for properties in the “Southeastern Europe” segment.
Discontinued operations
As mentioned above, the Bulgarian operations, Delhaize Bosnia & Herzegovina and the banners Sweetbay, Harveys and Reid’s qualified as discontinued operations.
The overall “Result from discontinued operations” and corresponding net cash flows of the entities classified as discontinued operations are summarized as follows:
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| | | | | | | | | | | | |
(in millions of€, except per share information) | | | | YTD 2014 | | | | | YTD 2013 | |
Revenues | | | | | 466 | | | | | | 793 | |
Cost of sales | | | | | (355) | | | | | | (586) | |
Other operating income | | | | | 5 | | | | | | 7 | |
Selling, general and administrative expenses | | | | | (112) | | | | | | (207) | |
Other operating expenses | | | | | (2) | | | | | | (72) | |
Net financial costs | | | | | 3 | | | | | | (6) | |
| | | | | | | | | | | | |
Result before tax | | | | | 5 | | | | | | (71) | |
Income taxes | | | | | (2) | | | | | | 21 | |
| | | | | | | | | | | | |
Result of discontinued operations (net of tax) | | | | | 3 | | | | | | (50) | |
Pre-tax loss recognized on re-measurement of assets of disposal groups | | | | | (14) | | | | | | - | |
Income taxes | | | | | - | | | | | | - | |
| | | | | | | | | | | | |
Result from discontinued operations (net of tax), fully attributable to equity holders of the Group | | | | | (11) | | | | | | (50) | |
Basic earnings (loss) per share from discontinued operations | | | | | (0.10) | | | | | | (0.50) | |
Diluted earnings (loss) per share from discontinued operations | | | | | (0.10) | | | | | | (0.49) | |
| | | | |
Operating cash flows | | | | | (38) | | | | | | (19) | |
Investing cash flows | | | | | 16 | | | | | | (4) | |
Financing cash flows | | | | | 10 | | | | | | - | |
| | | | | | | | | | | | |
Total cash flows | | | | | (12) | | | | | | (23) | |
In the first half of 2014, the Group recognized a total impairment loss of€14 million to write down the carrying value of its Bulgarian operations and Delhaize Bosnia & Herzegovina to their estimated fair value less cost to sell.
» Balance Sheet and Cash Flow Statement
Goodwill and intangible assets
In the first half of 2014, the Serbian economy continued to struggle due to the impact of fiscal tightening, lower inflow of investments, and the overall fragile situation in the Serbian and international markets. In the second quarter of 2014, Serbia was hit by devastating flooding, which further negatively impacted the economy. At the same time, competition has further strengthened in the retail market. Based on this, Delhaize Group reconsidered its estimates and forecasts in connection with its Serbian business and concluded that the before said will have a negative short-term impact on the cash flow projects of Delhaize Serbia providing goodwill impairment indicators. Consequently, Delhaize Group updated its impairment review of its Serbian trade names and goodwill and recognized impairment charges of a total amount of€150 million, which can be detailed as follows:
| | | | | | | | |
(in millions of€) | | | | Impairment charges recognized in Q2 2014 | | | | Carrying value after impairment |
Goodwill | | | | 140 | | | | 52 |
Trade names | | | | 10 | | | | 73 |
| | | | | | | | |
Total impairment | | | | 150 | | | | 125 |
The Group has identified Serbia as a core market and expects significant growth in the near future. Consistently with previous valuations, the recoverable amount has therefore been based on a Fair Value Less Cost to Sell (FVLCTS) basis, with the following key assumptions:
| | | | | | | | |
| | | | Perpetual Growth Rate | | | | Pre-tax discount rate |
Serbia | | | | 3.0% | | | | 15.1% |
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Delhaize Group estimated that a decrease in perpetual growth rate by 50 basis points, keeping all other constant, would further decrease the FVLCTS by€9 million. An increase of the discount rate by 100 basis points, keeping all other constant, would decrease the FVLCTS by€38 million. A simultaneous increase in the discount rate and decrease in growth rate by the before mentioned amounts would result in the carrying value of Serbia exceeding the FVLCTS by an additional€46 million. Alternatively, a reduction in the total projected future cash flows by 10%, keeping all other constant, would result in the carrying amount of Serbia exceeding the FVLCTS by an additional€40 million.
The recoverable amount of the trade names has been estimated using the royalty-relief-method. Royalty rates for the various brands range from 0.62% (Tempo) to 1.43% (Maxi), depending on the individual local strength of the different brands and are updated frequently. Revenue growth and discount rates are consistent with the goodwill impairment testing.
Impairment losses are recognized in profit or loss in “Other operating expenses.”
Capital expenditures
During the first half of 2014, Delhaize Group incurred capital expenditures of€229 million, consisting of€198 million in property, plant and equipment and€31 million in intangible assets. In the second quarter of 2014, Delhaize Group incurred capital expenditures of€150 million, consisting of€133 million in property, plant and equipment and€17 million in intangible assets.
In addition, the Group added property under finance leases in the first half of 2014 for a total amount of€9 million (€5 million in the second quarter of 2014). The carrying amount of tangible and intangible assets that were sold or disposed in 2014 was€26 million (€21 million for the second quarter of 2014 and including the sale of the Sweetbay distribution center as mentioned above).
Equity
In the first half of 2014, Delhaize Group issued 283 233 new shares (all during the second quarter), did not purchase any treasury shares and used 78 568 treasury shares (73 065 during the second quarter) satisfying mainly the exercise of stock options that were granted as part of the share-based incentive plans. At June 30, 2014, the Group owned 1 122 376 treasury shares.
Effective April 7, 2014, the ratio of Delhaize Group American Depositary Shares (“ADS”) to Delhaize Group ordinary shares changed from one ADS for every one ordinary share to four ADSs for every one ordinary share.
Dividends
At Delhaize Group’s shareholders meeting on May 22, 2014, Delhaize Group’s shareholders approved the distribution of a€1.56 gross dividend per share for financial year 2013. After deduction of a 25% withholding tax, this resulted in a net dividend of€1.17 per share. The dividend became payable to owners of Delhaize Group’s ordinary shares on June 2, 2014 and to owners of Delhaize Group ADRs (American Depository Receipts) on June 5, 2014 and was subsequently paid.
Financial instruments
Repayment of long-term debts
In the second quarter of 2014, Delhaize Group repaid the maturing remaining€215 million of the initial€500 million 5.625% senior notes due 2014. In addition, the relating interest rate swaps and cross-currency swaps which Delhaize Group entered into to hedge its exposure to changes in the fair value of the notes and changes in foreign currency exposure, were settled. The redemption did not have a significant impact on the 2014 net income.
Derivative financial instruments and hedging
In 2007, Delhaize Group issued $450 million unsecured bonds at 6.50% due 2017. In the second quarter of 2014, Delhaize Group entered into interest rate swaps to hedge $150 million of its exposure to changes in the fair value of these bonds due to variability in market interest rates (“hedged risk”). The maturity date of these interest rate swap arrangements (“hedging instrument”) match those of the
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underlying debt (“hedged item”). The Group designated and documented these transactions as fair value hedges.
During the second quarter of 2014, Delhaize Group entered into cross currency interest rate swaps with various commercial banks to hedge foreign currency risk on intercompany loans (principal and interest) denominated in currencies other than its reporting currency for a notional amount of€220 million.
Financial instruments measured at fair value by fair value hierarchy:
| | | | | | | | | | | | | | | | |
June 30, 2014 | |
(in millions of€) | | Quoted prices in active markets (Level 1) | | | Significant other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Total | |
Financial Assets | | | | | | | | | | | | | | | | |
Non-Current | | | | | | | | | | | | | | | | |
Financial assets – measured at fair value | | | 8 | | | | - | | | | - | | | | 8 | |
Derivative instruments | | | - | | | | 6 | | | | - | | | | 6 | |
Current | | | | | | | | | | | | | | | | |
Financial assets – measured at fair value | | | 130 | | | | - | | | | - | | | | 130 | |
Derivative instruments | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total financial assets measured at fair value | | | 138 | | | | 6 | | | | - | | | | 144 | |
Financial assets measured at amortized cost | | | | | | | | | | | | | | | 1 693 | |
| | | | | | | | | | | | | | | | |
Total financial assets | | | | | | | | | | | | | | | 1 837 | |
| | | | | | | | | | | | | | | | |
Financial Liabilities | | | | | | | | | | | | | | | | |
Non-Current | | | | | | | | | | | | | | | | |
Derivative instruments | | | - | | | | 5 | | | | - | | | | 5 | |
Current | | | | | | | | | | | | | | | | |
Derivative instruments | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total financial liabilities measured at fair value | | | - | | | | 5 | | | | - | | | | 5 | |
Financial liabilities being part of a fair value hedge relationship | | | | | | | | | | | | | | | 429 | |
Financial liabilities measured at amortized cost | | | | | | | | | | | | | | | 4 004 | |
| | | | | | | | | | | | | | | | |
Total financial liabilities | | | | | | | | | | | | | | | 4 438 | |
During the period there was no transfer between fair value hierarchy levels and there were no changes in the valuation techniques and inputs applied.
Fair value of financial instruments not measured at fair value:
| | | | | | | | |
(in millions of€) | | Carrying amount | | | Fair value | |
Financial liabilities being part of a fair value hedge relationship | | | 429 | | | | 464 | |
Financial liabilities at amortized cost | | | 1 614 | | | | 2 000 | |
| | | | | | | | |
Total long-term debt | | | 2 043 | | | | 2 464 | |
The fair value of the receivables, other financial assets, cash and cash equivalents and accounts payable, all measured at amortized cost, approximate their carrying amounts.
Short term borrowings
In the second quarter of 2014, Delhaize Group and certain of its subsidiaries, including Delhaize America LLC, entered into a new€400 million, five year multi-currency, unsecured revolving credit facility (the “New Facility Agreement”), which is extendable by a maximum of two years if requested by the Group and agreed by each lender for their commitment in the New Facility Agreement. Subsequent to the execution of the New Facility Agreement, Delhaize Group terminated all of its commitments under the€600 million, five-year multi-currency, unsecured revolving credit facility that had been in place since the second quarter of 2011.
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Employee Benefits
During the second quarter of 2014, Delhaize Group granted 689 706 performance stock units to senior management of its U.S. operating companies under the “Delhaize Group 2012 Stock Incentive Plan” and 140 981 performance stock units to senior management of its non-U.S. operating companies under the “Delhaize Group 2014 European Performance Stock Unit Plan.” The fair value of the performance stock units was $17.82 for the U.S. operating companies and€53.45 for the non-U.S. operating companies, based on the share price at grant date. As from 2014, Delhaize Group no longer grants stock option or warrants to its employees.
Performance stock units are restricted stock units, with additional performance conditions. The cliff-vesting of these performance stock units is linked to the achievement of a non-market financial performance condition (Shareholder Value Creation targets over a cumulative 3-years period) which is taken into account when estimating the number of awards that will vest. Shareholders Value Creation has been defined by the Group as six times underlying EBITDA minus the net debt. When the award vest, the associate receives – at no cost to the employee – ADRs or shares equal to the number of restricted stock units that have vested, free of any restrictions.
» Income Statement
Other operating income
| | | | | | | | |
Q2 2014 | | Q2 2013 | | (in millions of €) | | YTD 2014 | | YTD 2013 |
13 | | 13 | | Rental income | | 26 | | 25 |
5 | | 4 | | Income from waste recycling activities | | 10 | | 9 |
1 | | 2 | | Services rendered to wholesale customers | | 3 | | 3 |
4 | | 2 | | Gain on sale of property, plant and equipment | | 6 | | 5 |
- | | 3 | | Gain on sale of business | | - | | 3 |
7 | | 4 | | Other | | 11 | | 9 |
30 | | 28 | | Total | | 56 | | 54 |
Other operating expenses
| | | | | | | | |
Q2 2014 | | Q2 2013 | | (in millions of€) | | YTD 2014 | | YTD 2013 |
1 | | 2 | | Store closing expenses | | - | | (5) |
- | | - | | Reorganization expenses | | - | | (16) |
(151) | | (3) | | Impairment | | (153) | | (3) |
(3) | | (7) | | Loss on sale of property, plant and equipment | | (5) | | (11) |
- | | (1) | | Other | | (1) | | (2) |
(153) | | (9) | | Total | | (159) | | (37) |
During the second quarter of 2014, Delhaize Group recognized impairment charges for€151 million, which primarily relates to the goodwill (€140 million) and trade names (€10 million) in Serbia.
Income taxes
During the first half of 2014, the effective tax rate (on continued operations) was 53.0%, compared to previous year’s rate of 18.9%. The current year tax rate is significantly impacted by the non-deductible goodwill impairment charges in Serbia.
Related party transactions
In the second quarter of 2014, an aggregate number of 101 873 and 52 378 U.S. and European performance stock units, respectively, were granted to members of the Executive Committee.
In the first quarter of 2014, Nicolas Hollanders, Executive Vice President HR, IT and Sustainability, and the Company entered into a mutual separation agreement that provided Mr. Hollanders with ten months of total direct compensation and benefits, and accelerated or forward vesting of his previously awarded long-term incentive grants. As a result, the Group recognized termination benefits of€1.8 million.
On July 7, 2014, an aggregate number of 74 956 U.S. performance stock units were granted to a new member of the Delhaize Group Executive Committee.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 19 of 26 | | |
» Contingencies, Commitments and Guarantees
Following the closing of Delhaize Group’s agreed sale of Sweetbay, Harveys and Reid’s, the Group continues to provide guarantees for a number of existing operating or finance lease contracts, which extend through 2036. In the event of a future default of the buyer, Delhaize Group will be obligated to pay rent and otherwise perform the guaranteed leases. The future minimum lease payments over the non-cancellable lease term of the guaranteed leases, excluding other direct costs such as common area maintenance expenses and real estate taxes, amount to $282 million (€206 million) as of June 30, 2014. Currently, the Group does not expect to be required to pay any amounts under these guarantees.
In the second quarter of 2014, Delhaize Group announced its intention to implement significant changes to its Belgium operations (the Transformation Plan). This could impact the jobs of 2 500 Belgian employees in the coming three years, including the termination of company-operated activities in 14 stores in various locations throughout Belgium. The announcement falls under the so-called “Law Renault”, that requires that an employer that intends to implement a collective dismissal must first inform and consult its employees or their representatives before taking any decision on the collective dismissal. The consultation process has started after the announcement and is ongoing. Once the consultation phase is concluded, it will be followed by negotiation and implementation phases. As of June 30, 2014, no final agreements with the unions were reached and no decisions were taken.
Other contingencies are materially unchanged from those described in Note 34 on page 152 of the 2013 Annual Report.
» Subsequent Events
On July 17, 2014, Mega Image entered into an agreement with Angst Retail SRL to acquire 20 stores in the greater Bucharest market.
The acquisition is subject to customary conditions and the approval of the Romanian antitrust authorities. It is expected that the transaction will close in the fourth quarter of 2014.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 20 of 26 | | |
OTHER FINANCIAL AND OPERATING INFORMATION (UNAUDITED)
» Use of non-GAAP (Generally Accepted Accounting Principles) Financial Measures
Delhaize Group uses certain non-GAAP measures in its financial communication. Delhaize Group does not consider these measures as alternative measures to net profit or other financial measures determined in accordance with IFRS. These measures as reported by Delhaize Group may differ from similarly titled measures used by other companies. We believe that these measures are important indicators of our business performance and are widely used by investors, analysts and other interested parties. In the press release, the non-GAAP measures are reconciled to financial measures prepared in accordance with IFRS.
» Number of Stores
| | | | | | | | | | | | | | | | |
| | End of 2013 | | | End of Q1 2014 | | | Change Q2 2014 | | | End of Q2 2014 | |
United States(1) | | | 1 514 | | | | 1 481 | | | | -117 | | | | 1 364 | |
Belgium & Luxembourg | | | 852 | | | | 856 | | | | +4 | | | | 860 | |
Greece | | | 281 | | | | 290 | | | | +7 | | | | 297 | |
Romania | | | 296 | | | | 302 | | | | +15 | | | | 317 | |
Serbia | | | 381 | | | | 381 | | | | +2 | | | | 383 | |
Bulgaria | | | 54 | | | | 54 | | | | -54 | | | | - | |
Bosnia & Herzegovina(2) | | | 39 | | | | 39 | | | | -1 | | | | 38 | |
Indonesia | | | 117 | | | | 117 | | | | +1 | | | | 118 | |
Total | | | 3 534 | | | | 3 520 | | | | -143 | | | | 3 377 | |
| (1) | Evolution mainly explained by the 154 Sweetbay, Harveys & Reid’s stores which have been sold to Bi-Lo Holdings in 2014 |
» Organic Revenue Growth Reconciliation
| | | | | | | | | | | | |
Q2 2014 | | Q2 2013 | | % Change | | (in millions of€) | | YTD 2014 | | YTD 2013 | | % Change |
5 273 | | 5 247 | | +0.5% | | Revenues | | 10 393 | | 10 351 | | +0.4% |
167 | | | | | | Effect of exchange rates | | 295 | | | | |
5 440 | | 5 247 | | +3.7% | | Revenues at identical exchange rates | | 10 688 | | 10 351 | | +3.2% |
- | | - | | | | Effect of acquisitions and divestitures | | - | | - | | |
5 440 | | 5 247 | | +3.7% | | Organic revenue growth | | 10 688 | | 10 351 | | +3.2% |
» Underlying operating profit
Delhaize Group believes “underlying operating profit” is a measure that, for external users of the financial statements, offers a more detailed view than “operating profit” of the operating performance of the period for the Group as it adjusts for a number of elements that management considers as non-representative of underlying operating performance.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Q2 2014 | |
(in millions) | | United States | | | United States | | | Belgium | | | SEE | | | Corporate | | | TOTAL | |
| | $ | | | € | | | € | | | € | | | € | | | € | |
Operating profit (as reported) | | | 163 | | | | 119 | | | | 41 | | | | (120) | | | | (11) | | | | 29 | |
Add/(substract): | | | | | | | | | | | | | | | | | | | | | | | | |
Store closing expenses (reversals) | | | (1) | | | | (1) | | | | - | | | | - | | | | - | | | | (1) | |
Fixed assets impairment charges (reversals) | | | 1 | | | | 1 | | | | - | | | | 150 | | | | - | | | | 151 | |
(Gains)/losses on disposal of fixed assets | | | - | | | | - | | | | (1) | | | | - | | | | - | | | | (1) | |
Other | | | (1) | | | | (1) | | | | - | | | | - | | | | 1 | | | | - | |
Underlying Operating Profit | | | 162 | | | | 118 | | | | 40 | | | | 30 | | | | (10) | | | | 178 | |
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 21 of 26 | | |
The second quarter of 2014 was primarily impacted by€150 million impairment charges in Serbia (part of the “Southeastern Europe” segment) and related to goodwill and trade names for respectively€140 million and€10 million (see “Goodwill and intangible assets”).
| | | | | | | | | | | | | | | | | | |
| | Q2 2013 |
(in millions) | | United States | | United States | | | Belgium | | | SEE | | | Corporate | | TOTAL |
| | $ | | € | | | € | | | € | | | € | | € |
Operating profit (as reported) | | 152 | | | 116 | | | | 50 | | | | 31 | | | (16) | | 181 |
Add/(substract): | | | | | | | | | | | | | | | | | | |
Store closing expenses (reversals) | | (2) | | | (2) | | | | - | | | | - | | | - | | (2) |
Reorganization expenses (reversals) | | 1 | | | 1 | | | | - | | | | - | | | - | | 1 |
Fixed assets impairment charges (reversals) | | 3 | | | 3 | | | | - | | | | - | | | - | | 3 |
(Gains)/losses on disposal of fixed assets | | 1 | | | - | | | | 5 | | | | (1) | | | 1 | | 5 |
(Gains)/losses on sale of business | | - | | | - | | | | (3) | | | | - | | | - | | (3) |
Other | | 7 | | | 6 | | | | - | | | | 2 | | | 6 | | 14 |
Underlying Operating Profit | | 162 | | | 124 | | | | 52 | | | | 32 | | | (9) | | 199 |
The second quarter of 2013 was primarily impacted by Executive Committee members termination benefits, included in the caption “Other”.
| | | | | | | | | | | | | | | | | | |
| | YTD 2014 |
(in millions) | | United States | | United States | | | Belgium | | | SEE | | | Corporate | | TOTAL |
| | $ | | € | | | € | | | € | | | € | | € |
Operating profit (as reported) | | 313 | | | 228 | | | | 79 | | | | (106) | | | (16) | | 185 |
Add/(substract): | | | | | | | | | | | | | | | | | | |
Fixed assets impairment charges (reversals) | | 4 | | | 3 | | | | - | | | | 150 | | | - | | 153 |
(Gains)/losses on disposal of fixed assets | | 1 | | | 1 | | | | (2) | | | | - | | | - | | (1) |
Other | | (1) | | | (1) | | | | 1 | | | | - | | | 2 | | 2 |
Underlying Operating Profit | | 317 | | | 231 | | | | 78 | | | | 44 | | | (14) | | 339 |
The first half of 2014 was primarily impacted by€150 million impairment charges in Serbia. The caption “Other” primarily consists of€2 million termination expenses for one Executive Committee member.
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| | YTD 2013 |
(in millions) | | United States | | United States | | | Belgium | | | SEE | | | Corporate | | TOTAL |
| | $ | | € | | | € | | | € | | | € | | € |
Operating profit (as reported) | | 287 | | | 218 | | | | 108 | | | | 44 | | | (23) | | 347 |
Add/(substract): | | | | | | | | | | | | | | | | | | |
Store closing expenses (reversals) | | 7 | | | 5 | | | | - | | | | - | | | - | | 5 |
Reorganization expenses (reversals) | | 24 | | | 18 | | | | - | | | | - | | | - | | 18 |
Fixed assets impairment charges (reversals) | | 3 | | | 3 | | | | - | | | | - | | | - | | 3 |
(Gains)/losses on disposal of fixed assets | | - | | | - | | | | 6 | | | | (1) | | | 1 | | 6 |
(Gains)/losses on sale of business | | - | | | - | | | | (3) | | | | - | | | - | | (3) |
Other | | 10 | | | 8 | | | | - | | | | 5 | | | 3 | | 16 |
Underlying Operating Profit | | 331 | | | 252 | | | | 111 | | | | 48 | | | (19) | | 392 |
The first half of 2013 was primarily impacted by€5 million store closing expenses,€2 million of related expenses, primarily sales price mark-downs (part of the caption “Other”),€18 million reorganization expenses related to the severance of support services senior management and employees in the U.S. (primarily included in “Other operating expenses”), and Executive Committee members termination benefits.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 22 of 26 | | |
» EBITDA Reconciliation
| | | | | | | | |
Q2 2014 | | Q2 2013 | | (in millions of€) | | YTD 2014 | | YTD 2013 |
| | | | |
29 | | 181 | | Operating profit | | 185 | | 347 |
148 | | 146 | | Depreciation and amortization | | 291 | | 290 |
151 | | 3 | | Impairment | | 153 | | 3 |
328 | | 330 | | EBITDA | | 629 | | 640 |
| | | | | | | | |
Q2 2014 | | Q2 2013 | | (in millions of€) | | YTD 2014 | | YTD 2013 |
| | | | |
178 | | 199 | | Underlying operating profit | | 339 | | 392 |
148 | | 146 | | Depreciation and amortization | | 291 | | 290 |
326 | | 345 | | Underlying EBITDA | | 630 | | 682 |
» Free Cash Flow Reconciliation
| | | | | | | | |
Q2 2014 | | Q2 2013 | | (in millions of€) | | YTD 2014 | | YTD 2013 |
| | | | |
204 | | 155 | | Net cash provided by operating activities | | 325 | | 481 |
5 | | (92) | | Net cash provided by (used in) investing activities | | (97) | | (241) |
12 | | 3 | | Net investment in debt securities and term deposits | | 80 | | 81 |
221 | | 66 | | Free cash flow | | 308 | | 321 |
» Net Debt Reconciliation
| | | | | | |
(in millions of€, except net debt ratio’s) | | June 30, 2014 | | December 31, 2013 | | June 30, 2013 |
Non-current financial liabilities | | 2 513 | | 2 507 | | 2 615 |
Current financial liabilities | | 62 | | 291 | | 293 |
Derivative liabilities | | 5 | | 11 | | 14 |
Derivative assets | | (6) | | (41) | | (27) |
Investment in securities - non-current | | (9) | | (8) | | (11) |
Investment in securities - current | | (130) | | (126) | | (133) |
Term deposits - current | | (91) | | (12) | | (36) |
Cash and cash equivalents | | (1 000) | | (1 149) | | (834) |
Net debt | | 1 344 | | 1 473 | | 1 881 |
Net debt to equity ratio | | 26.9% | | 29.0% | | 36.0% |
| | | |
EBITDA (rolling 12 months) | | 1 286 | | 1 297 | | 1 394 |
Net debt to EBITDA ratio | | 104.6% | | 113.6% | | 135.0% |
» Identical Exchange Rates Reconciliation
| | | | | | | | | | | | | | | | | | |
(in millions of€, except per share amounts) | | Q2 2014 | | Q2 2013 | | 2014/2013 |
| | At Actual Rates | | | Impact of Exchange Rates | | | At Identical Rates | | At Actual Rates | | At Actual Rates | | | At Identical Rates |
Revenues | | | 5 273 | | | | 167 | | | 5 440 | | 5 247 | | | +0.5% | | | +3.7% |
Operating profit | | | 29 | | | | 1 | | | 30 | | 181 | | | -84.3% | | | -83.7% |
Net profit (loss) from continuing operations | | | (44 | ) | | | (2 | ) | | (46) | | 107 | | | N/A | | | N/A |
Basic EPS from continuing operations | | | (0.44 | ) | | | (0.01 | ) | | (0.45) | | 1.07 | | | N/A | | | N/A |
Group share in net profit (loss) | | | (45 | ) | | | (1 | ) | | (46) | | 105 | | | N/A | | | N/A |
Basic EPS from Group share in net profit (loss) | | | (0.44 | ) | | | (0.02 | ) | | (0.46) | | 1.04 | | | N/A | | | N/A |
Free cash flow | | | 221 | | | | 10 | | | 231 | | 66 | | | +234.6% | | | +248.7% |
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 23 of 26 | | |
| | | | | | | | | | | | | | | | | | |
(in millions of€, except per share amounts) | | YTD 2014 | | YTD 2013 | | 2014/2013 |
| | At Actual Rates | | | Impact of Exchange Rates | | | At Identical Rates | | At Actual Rates | | At Actual Rates | | | At Identical Rates |
Revenues | | | 10 393 | | | | 295 | | | 10 688 | | 10 351 | | | +0.4% | | | +3.2% |
Operating profit | | | 185 | | | | 5 | | | 190 | | 347 | | | -46.9% | | | -45.3% |
Net profit from continuing operations | | | 46 | | | | - | | | 46 | | 206 | | | -78.0% | | | -77.6% |
Basic EPS from continuing operations | | | 0.44 | | | | 0.01 | | | 0.45 | | 2.04 | | | -78.2% | | | -77.8% |
Group share in net profit | | | 35 | | | | 1 | | | 36 | | 156 | | | -77.9% | | | -77.0% |
Basic EPS from Group share in net profit | | | 0.34 | | | | 0.01 | | | 0.35 | | 1.54 | | | -77.9% | | | -77.1% |
Free cash flow | | | 308 | | | | 16 | | | 324 | | 321 | | | -4.0% | | | +0.8% |
(in millions of€) | | June 30, 2014 | | December 31, 2013 | | Change |
Net debt | | | 1 344 | | | | - | | | 1 344 | | 1 473 | | | -8.7% | | | -8.7% |
CERTIFICATION OF RESPONSIBLE PERSONS
The undersigned Frans Muller, President and Chief Executive Officer of Delhaize Group, and Pierre Bouchut, Chief Financial Officer of Delhaize Group, confirm that to the best of their knowledge:
a) these interim condensed consolidated financial statements for the six-month period ending June 30, 2014 are prepared in accordance with IFRS (International Financial Reporting Standards) and give, in all material respects, a true and fair view of the consolidated financial position and consolidated results of Delhaize Group;
b) the interim financial report gives, in all material respects, a true and fair view of all important events and significant transactions with related parties that have occurred in the first six months of the financial year 2014 and their effects on the summary financial statements, as well as an overview of the most significant risks and uncertainties with which we are confronted.
Brussels, August 6, 2014
| | | | |
Frans Muller | | | | Pierre Bouchut |
President and CEO | | | | Executive Vice President and CFO |
REPORT OF THE STATUTORY AUDITOR
We have reviewed the consolidated interim financial information of Delhaize Brothers and Co “The Lion” (Delhaize Group) SA (“the company”) and its subsidiaries (jointly “the group”), prepared in accordance with International Financial Reporting Standard IAS 34 – Interim Financial Reporting as adopted by the European Union.
The consolidated condensed statement of financial position shows total assets of€10,966,741,000 and the consolidated condensed income statement shows a consolidated profit (group share) for the period then ended of€34,498,000.
The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.
Scope of review
We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410 – Review of interim financial information performed by the independent auditor of the entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 24 of 26 | | |
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Delhaize Brothers and Co “The Lion” (Delhaize Group) SA for the six-month period ended 30 June 2014 has not been prepared, in all material respects, in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union.
RISKS
In accordance with the Belgian Royal Decree of November 14, 2007, Delhaize Group states that the other fundamental risks confronting the Company are unchanged from those described on the pages 62 through 67 of the 2013 Annual Report. To the best of our knowledge as of August 6, 2014, there are no other fundamental risks confronting the Company and influencing the remaining months of the financial year 2014. On a regular basis, the Board of Directors and Company management evaluate the business risks that confront Delhaize Group.
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| | Delhaize Group – Earnings Release – Second Quarter 2014 | | 25 of 26 | | |
DEFINITIONS
— | | American Depositary Share (ADS): An American Depositary Share represents ownership in the common share of a non-U.S. corporation. The underlying common shares are held by a U.S. bank, as depositary agent. The holder of an ADS benefits from dividend and voting rights pertaining to the underlying common share through the bank that issued the ADS. Four Delhaize ADSs represent one share of Delhaize Group common stock and are traded on the New York Stock Exchange |
— | | Basic earnings per share: profit or loss attributable to ordinary equity holders of the parent entity divided by the weighted average number of shares outstanding during the period. Basic earnings per share are calculated on profit (loss) from continuing operations less non-controlling interests attributable to continuing operations, and on the group share in net profit or loss |
— | | Comparable store sales: sales from the same stores, including relocations and expansions, and adjusted for calendar effects |
— | | Diluted earnings per share: is calculated by adjusting the profit or loss attributable to ordinary equity shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential ordinary shares, including those related to convertible instruments, options or warrants or shares issued upon the satisfaction of specified conditions |
— | | EBITDA: operating profit plus depreciation, amortization and impairment |
— | | Free cash flow: cash flow before financing activities, investment in debt securities and term deposits and sale and maturity of debt securities and term deposits |
— | | Net debt: non-current financial liabilities, plus current financial liabilities and derivatives liabilities, minus derivative assets, investments in securities and term deposits, and cash and cash equivalents |
— | | Net financial expenses: finance costs less income from investments |
— | | Organic revenue growth: sales growth, excluding sales from acquisitions and divestitures, at identical currency exchange rates |
— | | Outstanding shares: the number of shares issued by the Company, excluding treasury shares |
— | | Underlying EBITDA: Underlying operating profit plus depreciation and amortization less any depreciation or amortization that has been excluded from underlying operating profit |
— | | Underlying operating profit: operating profit excluding fixed assets impairment charges, reorganization charges, store closing expenses, gains/losses on disposal of fixed assets and businesses and other items that management considers as not being representative of the Group’s operating performance of the period. |
— | | Weighted average number of shares: number of shares outstanding at the beginning of the period less treasury shares, adjusted by the number of shares cancelled, repurchased or issued during the period multiplied by a time-weighting factor |
— | | Working capital: inventories plus receivables and other current assets, minus accounts payable and other current liabilities |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Statements that are included or incorporated by reference in this press release and other written and oral statements made from time to time by Delhaize Group and its representatives, other than statements of historical fact, which address activities, events and developments that Delhaize Group expects or anticipates will or may occur in the future, including, without limitation, anticipated savings from any restructurings, anticipated investments in Delhaize Group’s operations in Belgium, timing or savings from store closures, and the anticipated benefits from any new strategies and operating profit guidance,, are “forward-looking statements” within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as “guidance,” “outlook,” “projected,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Although such statements are based on current information, actual outcomes and results may differ materially from those projected depending upon a variety of factors, including, but not limited to, changes in the general economy or the markets of Delhaize Group, in strategy, in consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse determination with respect to claims; inability to timely develop, remodel, integrate, open, convert or close stores; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in Delhaize Group’s most recent Annual Report on Form 20-F and other filings made by Delhaize Group with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. Delhaize Group disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, including guidance with respect to underlying operating profit, SG&A, net finance costs, capital expenditures, store openings and free cash flow, or to make corrections to reflect future events or developments.
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Q2 2014 results
August 7, 2014
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Forward looking statements
This presentation includes forward-looking statements within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. Forward-looking statements describe further expectations, plans, options, results or strategies. Actual outcomes and results may differ materially from those projected depending upon a variety of factors, including but not limited to changes in the general economy or the markets of Delhaize Group, in consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse determination with respect to claims; inability to timely develop, remodel, integrate or convert stores; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in our most recent annual report or Form 20-F and other filings with the Securities and Exchange Commission. Delhaize Group disclaims any obligation to update or revise the information contained in this presentation.
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Delhaize Group has clear priorities...
Who we are
Preferred food retailer
Differentiated concept
Fresh specialist, Private Label expertise
Multinational
Strong local identity
Respectful of all Stakeholders
Principles
The customer is at the center
Business is local and market share matters
Strengthen our core capabilities and improve those needed to succeed
Exercise discipline in capital allocation
Use scale to reduce costs
Respond to industry dynamics and trends
Priorities
Put the customer back at the center
Focus on core markets
Realize more operating efficiencies
Execute with speed
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... and an action plan
2012 2013 2014 2015
Reduce complexity through divestitures of peripheral non-core assets
Deleverage Balance Sheet
Improve Working Capital
Increase capex discipline
Stabilise SG&A as % of sales
Re-establish Food Lion price competitiveness
Finalise divestiture of non-core assets
Differentiate Food Lion
Implement Delhaize Belgium’s intended Transformation Plan
Decrease SG&A as % of sales
Turnaround Delhaize Serbia
Accelerate growth in core markets
Pursue working capital improvements and capex discipline
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Q2 2014 highlights by region
Market share stable or increasing in all our operations except Belgium (-53bp in H1 2014 and -85bp in Q2 2014)
U.S.
Further positive CSS and real growth at Food Lion
Solid revenue growth at Hannaford
Sales momentum results in flat UOP compared to Q2 2013 (in local currency)
Belgium
Weak Q2 sales resulted in further market share erosion
Affiliates continued to outperform company operated stores
Margin pressure as a result of price investments, promotions and logistic costs
Announced Transformation Plan
SEE
Alfa Beta and Mega Image reported positive CSS and market share growth
Serbia remains impacted by economic conditions with little improvement foreseen in the near-term. This results in €150 million impairment.
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Financial results — Q2 2014
(€ in Millions)
Revenues
Gross Margin
SG&A as % of revenues
Underlying Operating Profit
Underlying Operating Margin
Operating Profit
Free Cash Flow
Q2
2013
5,247
24.3%
21.2%
199
3.8%
181
2014
5,273
24.0%
21.1%
178
3.4%
29
82(1)
% Growth
Actual Rates
0.5%
(30 bps)
(7 bps)
(10.9%)
(43 bps)
(84.3%)
23.9%
Identical Rates
3.7%
(25 bps)
(3 bps)
(7.8%)
(42 bps)
(83.7%)
30.7%
(1) | Excluding proceeds of the disposal of Sweetbay, Harveys and Reid´s (€139 million received in Q2 2014) |
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Financial results — H1 2014
(€ in Millions)
Revenues
Gross Margin
SG&A as % of revenues
Underlying Operating Profit
Underlying Operating Margin
Operating Profit
Free Cash Flow
2013
10,351
24.5%
21.3%
392
3.8%
347
321
H1
2014
10,393
24.0%
21.2%
339
3.3%
185
128(1)
% Growth
Actual Rates
+0.4%
(46 bps)
(3 bps)
(13.6%)
(53 bps)
(46.9%)
(60.0%)
Identical Rates
+3.2%
(42 bps)
0 bps
(11.0%)
(52 bps)
(45.3%)
(57.7%)
(1) | Excluding proceeds of the disposal of Sweetbay, Harveys and Reid´s (€180 million in total) |
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EBITDA
(€ in Millions) EBITDA Underlying EBITDA
Q2
H1
Q2
H1
At Identical Rates
2013
330
640
345
682
+2.6%
+1.2%
-2.3%
-4.9%
2014
338
647
336
648
At Actual Rates
2013
330
640
345
682
-0.7%
-1.8%
-5.4%
-7.6%
326
630
2014
328
629
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Delhaize America — organic revenue growth and comparable store sales growth
Delhaize America
+0.6%
0.8%
+4.7%
2014 Q2
+3.3%
CSS
Calendar Impact
Expansion Revenue
Organic Growth
0.0%
+0.4%
2014 H1
+4.0%
+4.4%
CSS
Calendar Impact
Expansion
Revenue
Organic Growth
9
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Delhaize America — underlying operating margin
Delhaize America Underlying Operating Margin
Q2 2013 3.8%
Q2 2014 3.6%
H1 2013 3.9%
H1 2014 3.6%
Q2 margin impacted by:
Price investments of around ~30bps (Food Lion Phase 4 & 5, Hannaford)
Continued sales momentum
10
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Delhaize Belgium — organic revenue growth and comparable store sales growth
Delhaize Belgium
0.0%
+0.7%
-12%.
2014 Q2
+0.5%
CSS
Calendar Impact
Expansion
Organic Revenue Growth
-0.4%
-1.0%
2014 H1
+0.7%
-0.1%
CSS
Calendar Impact
Expansion
Organic Revenue Growth
11
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Delhaize Belgium — underlying operating margin
Delhaize Belgium Underlying Operating Margin
Q2 2013 4.2%
Q2 2014 3.2%
Q2 margin impacted by:
Price investments & promotions
Higher logistic costs
H1 2013 4.5%
H1 2014 3.2%
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SEE — organic revenue growth and comparable store sales growth
Southeastern Europe
+5.2%
+5.3%
2014 Q2
CSS
Calendar Impact
Expansion Organic Revenue Growth
+4.4%
2014 H1
+4.8%
-0.1%
-0.3%
CSS
Calendar Impact
Expansion
Organic Revenue Growth
13
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Southeastern Europe — underlying operating margin
Southeastern Europe Underlying Operating Margin
Q2 2013 4.4%
Q2 2014 3.9%
H1 2013 3.3%
H1 2014 2.9%
Q2 margin impacted by:
Delhaize Serbia’s profitability hampered by continued difficult trading conditions
Investments in promotions at Alfa Beta
Favorable one-off change in pensions in Greece in 2013
14
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Free Cash Flow generation
(€ in Millions)
H1 2014 Free Cash Flow evolution
629
183
308
229
180
128
EBITDA
Changes in core working capital
Net payment of interest and taxes
Cash capex
Other(2)
Operating FCF (1)
Proceeds from Sweetbay, Harveys and Reid’s
FCF
(1) H1 2014 Free Cash Flow included €21m cash outflow from Bulgaria and Bosnia & Herzegovina (2) Mainly higher bonus paid in the US in 2014
15
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Net Debt Position and Debt Capacity evolution
(€ in Millions)
Net debt evolution
Net debt capacity(1)
2011 2,660
2012 2,072
÷2
2013 1,473
H1 2014
1,344
2011 368
2012 352
2013
734 x2
H1 2014
731
(1) | Debt capacity at Baa3/BBB- credit rating |
16
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Successful completion of the Food Lion repositioning is an encouragement to invest further in the brand...
TODAY
1,113 stores
36,000 gross sq ft on average (24,000 net)
20,000 SKUs on average
Convenient locations
Low prices driven by strong promotions
Local brand, close to communities
PRIORITIES
Roll-out of assortment changes
Roll-out of improved check-out hardware and software
New pricing tool
Re-fine private brands architecture
Market test of 77 stores
7 | consecutive quarters of positive comparable store sales growth at Food Lion |
Q4
Q1
Q2
Q3
Q4
Q1
Q2
2012
2013
2013
2013
2013
2014(1)
2014
0
%
4 5
(1) | Excluding positive impact from severe winter weather |
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… since Food Lion commercial performance lags behind its key competitors
Average weekly sales per square foot ($)(1)
Estimated share of wallet potential(4)
Food Lion 2010
Food Lion 2013
Average selected
peers(2)
7.5
+5.8%
7.9
10.2
Food Lion today
Average of local peers(3)
18%
82%
26%
74%
Spend at food retailer
Other grocery spend
Our Easy, Fresh & Affordable strategy is meant to increase the number of items per basket
(1) | Square footage data notes: peer data from Spectra for 17 states with DA operations, Adjusted by industry average to reflect estimated selling sq ft; Food Lion actual selling sq ft |
(2) | Walmart supercenter, Walmart Neighborhood Market, Bi-Lo, Harris Teeter, Publix |
(3) | Local peers include Bi-Lo, Harris Teeter, Publix, Giant Carlisle and Martins |
(4) | Source: Nielsen Homescan, 52 weeks ending 12/28/13, Cross Outlet Facts, Retail Banner Shopper, Total US |
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The Easy, Fresh & Affordable journey is based on a clear roadmap
Q4 2013
End Q2 2014
Q4 2014
Q2 2015
Q1 2014
2018/2019
Finalised Phase repositioning
Live tests in stores
3 | Lab stores opened in October 2013 |
1 | Pilot store opened in December 2013 |
In depth assortment changes
Finetune center store assortment (1)
Larger fresh assortment and Deli selection, test pre-packed meat
Review private label range
Enlarged promotions area
Updated checkout technology
Updated point-of-sales technology
Track customer behavior and drive loyalty
Decreased waiting time at checkout
Training of staff
Roll out of new store concept
77 stores in 2014 (29 in Wilmington in August, 48 in
Greenville in November) ...Further roll out... Total capex of $115 million, testing different investments
Main lessons of the rollout in late 2014/early 2015
(1) | ~50% change in SKUs generates ~18% net reduction while increasing market relevance |
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Despite recent market share losses, Delhaize Belgium maintained market share and customer satisfaction over the last few years, in a tough competitive market
#2 position, 25% market share
Strong affiliated network
Excellent locations
Differentiated assortment
Large fresh offering
Broad private label range
Market share (%)
2008
Q2 2014
Jan-12
Mar-12
May-12
Jul-12
Sep-12
Nov-12
Jan-13
Mar-13
May-13
Jul-13
Sep-13
Nov-13
Jan-14
Mar-14
May-14
Customer satisfaction
20
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Delhaize Belgium is tackling its cost handicap to ensure future profitable expansion
Cost per productive hour (Delhaize = 100)
Delhaize
Colruyt
Carrefour
Lidl
Aldi
Albert Heijn
Average:77
100
84
78
78
77
67
Proposed Transformation Plan
Introduce a lighter and more efficient structure for company- operated supermarkets
Provide more efficient procedures and working methods and place full focus on new technologies
Adapt the wage and labor conditions of all associates
Stop company operated activities in 14 supermarkets that have an unsustainable financial performance
Source: AT Kearney
21
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The legal procedure (Law Renault) consists of 3 phases
Statement of intention to Workers Council
Phase I Information & Consultation
Phase II Negotiation of social plan, new wage & labour conditions
Phase III Implementation of social plan
June 11, 2014
Answer questions and assess suggestions
Constructive dialogue focused on interest of associates
Application of social plan, new wage & labor conditions
22
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Delhaize Belgium plans to re-inforce its differentiated position
Launch of 2 pilot stores in April centered around ‘Bien acheter, bien manger’ (‘Buywell, eat well’)
New look & feel and customer experience
Enhanced Fresh departments (Fruits & Vegetable, Bakery, Butchery, Fish) “Efficient checkout, increased self checkout Innovative and more efficient assortment More visible promotions
April 2014
H2 2014
2015
Use learnings from pilots
23
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SEE: Growth is driven by store expansion
Alfa Beta:
Expansion of 16 net new stores in the first half of 2014
Positive CSS growth for the last 4 quarters, driven by more transactions
Profitability impacted by pension change in Q2 2013
Serbia:
Revenues are starting to stabilize although CSS remains negative
New Maxi and Tempo concepts are being tested
Performance continues to be below plan triggering impairment
Mega Image:
Delivering on expansion plan with 21 net new stores year-to-date
Announced acquisition of 20 stores in Greater Bucharest market
All three countries are seeing further market share gains
24
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Delhaize Group has a decisive and practical approach for the years to come
2014
Finalise portfolio optimization
Tackle Delhaize Belgium cost handicap
Test Food Lion Easy, Fresh & Affordable
Prepare for growth in selected markets
Stabilise Delhaize Serbia
2015 and beyond
Roll out Easy, Fresh & Affordable at Food Lion
Roll out New Generation Stores in Belgium; intention to implement Transformation Plan
Accelerate disciplined expansion in selected markets
Pressure on Capital Discipline & Working Capital improvements will be maintained
25
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Conclusion
Two important strategic initiatives underway
Food Lion Easy, Fresh and Affordable
Transformation Plan in Belgium
Trends for H2 2014
Expect positive CSS at Food Lion and Hannaford in H2
Greece and Romania continuing to grow revenues with good profitability
Transformation Plan in Belgium leading to uncertainties in the short term
Persistent difficult environment in Serbia
Reiterated 2014 guidance
Capex of approximately €625 million(1)
180 new stores
Healthy free cash flow generation despite significant capex increase
(1) | At identical exchange rates (1€ = $1.3281) |
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | | | ETABLISSEMENTS DELHAIZE FRÈRES ET CIE “LE LION” (GROUPE DELHAIZE) |
| | | | |
Date:August 8, 2014 | | | | By: | | /s/ G. Linn Evans | | |
| | | | | | G. Linn Evans | | |
| | | | | | Senior Vice President | | |