Empire Company Reports Fiscal 2014 Fourth Quarter and Full Year Results

STELLARTON, NS, June 26, 2014 /CNW/ - Empire Company Limited ("Empire" or the "Company") (TSX: EMP.A) today announced financial results for its fourth quarter and full year ended May 3, 2014.  In the fourth quarter, the Company recorded adjusted net earnings from continuing operations, net of non-controlling interest, of $131.3 million ($1.42 per diluted share) compared to $95.7 million ($1.40 per diluted share) in the fourth quarter last year.

Fourth Quarter Highlights

• Sales of $5.94 billion, up $1.68 billion or 39.5 percent (up 2.2 percent excluding the impact of the Canada Safeway acquisition). Sobeys' same-store sales increased 0.2 percent.
• Adjusted EBITDA ⁽¹⁾ of $318.7 million compared to $230.1 million last year, up $88.6 million or 38.5 percent. 
• Adjusted net earnings from continuing operations ⁽¹⁾, net of non-controlling interest, of $131.3 million ($1.42 per diluted share) compared to $95.7 million ($1.40 per diluted share) last year.
• Free cash flow ⁽¹⁾ generation of $626.1 million compared to $187.5 million last year.
• Funded debt to total capital ⁽¹⁾ ratio of 38.0 percent versus 40.6 percent last quarter.
• Declared dividend of $0.27 per share, up 3.8 percent, the 19^th consecutive year of increase.
• Sobeys initiates retail store network rationalization - records restructuring costs of $169.8 million.
• Net earnings from continuing operations, net of non-controlling interest, of $1.5 million ($0.02 per diluted share) compared to $102.5 million ($1.51 per diluted share) last year.

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(1) See "Non-GAAP Financial Measures" section of this news release.

Adjusted net earnings from continuing operations, net of non-controlling interest, for the 52 weeks ended May 3, 2014 were $383.1 million ($4.78 per diluted share) compared to $356.8 million ($5.24 per diluted share) recorded last year.  For the year ended May 3, 2014, Empire had a weighted average number of shares outstanding (fully diluted) of 80.2 million compared to 68.1 million in fiscal 2013.

Fiscal 2014 Highlights

• Sales of $21.0 billion, up $3.59 billion or 20.6 percent (up 2.2 percent excluding the impact of the Canada Safeway acquisition).
• Adjusted EBITDA ⁽¹⁾ of $1,043.3 million compared to $898.3 million last year, up $145.0 million or 16.1 percent. 
• Adjusted net earnings from continuing operations ⁽¹⁾, net of non-controlling interest, of $383.1 million ($4.78 per diluted share) compared to $356.8 million ($5.24 per diluted share) last year.
• Net earnings from continuing operations, net of non-controlling interest, of $151.0 million ($1.88 per diluted share) compared to $372.3 million ($5.47 per diluted share) last year.
• Free cash flow ⁽¹⁾ generation of $869.1 million compared to $430.2 million last year.
• Funded debt ⁽¹⁾ has declined $668.0 million since the acquisition of Canada Safeway to the end of the fiscal year and by a further $405.0 million since the end of fiscal 2014.

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(1) See "Non-GAAP Financial Measures" section of this news release.

Marc Poulin, President and CEO of Empire Company Limited stated, "Fiscal 2014 was a remarkable year for the Company.  We not only introduced Sobeys' Better Food for All movement - the most exciting stage yet in the evolution of our full-service format - but also completed the acquisition of Canada Safeway.  Our growth in consolidated sales in the fourth quarter of 39.5 percent and in adjusted EBITDA of 38.5 percent largely reflect the initial impact of this acquisition, and new and innovative commercial programs as part of the Company's purpose to help Canadians Eat Better, Feel Better, Do Better in what remains a highly competitive marketplace.

"Going forward, we will continue to work diligently to successfully integrate the Canada Safeway business and to promote our Better Food for All culture, while at the same time maintaining a relentless focus on securing operational efficiencies and cost reductions across the organization.  The retail store network review completed in the fourth quarter and subsequent rationalization not only aligns with this but will strengthen the quality of our store network and is expected, along with other initiatives, to enhance overall performance and net earnings.  Specific to the Canada Safeway acquisition, we remain confident in our ability to secure $200 million in annual run-rate cost synergies over a three-year period and are well on track to deliver $100 million of those synergies by the end of the first year."

Sobeys' Retail Store Network Rationalization

During the fourth quarter of fiscal 2014, Sobeys completed a detailed full review of its retail store network. This review aligns with management's ongoing focus of enhancing the productivity and performance of the network and logically follows the acquisition of Canada Safeway which was completed in the third quarter of fiscal 2014. Based on this detailed review, Sobeys has determined that consistently underperforming retail stores, representing approximately 50 stores (1.5 million of total gross square footage) and 3.8 percent of the total retail network gross square footage, will close. Approximately sixty percent of the affected stores are located in Western Canada.  This rationalization will strengthen the quality of Sobeys' store network and is expected to improve net earnings as a result of cost savings; however, it will result in a reduction in future sales of approximately $400 million or 1.9 percent of total sales.

The rationalization and restructuring costs associated with these store closures amount to $169.8 million and are included in selling and administrative expenses for the fourth quarter ended May 3, 2014.  This expense consists of $137.1 million for severance, site closing and other costs, $35.8 million associated with the write-down of property, equipment and intangible assets, and a $3.1 million reversal of straight-line lease provisions.

Dividend Declaration

Mr. Poulin stated, "Consistent with our growth and the improvement in our financial position, we are pleased to announce an increase in Empire's quarterly dividend per share, from $0.26 per share to $0.27 per share, a 3.8 percent increase.  This marks the 19^th consecutive year of Empire dividend increases."

The Board of Directors declared a quarterly dividend of $0.27 per share on both the Non-Voting Class A shares and the Class B common shares that will be payable on July 31, 2014 to shareholders of record on July 15, 2014. These dividends are eligible dividends as defined for the purposes of the Income Tax Act (Canada) and applicable provincial legislation and, therefore, qualify for the favourable tax treatment applicable to such dividends.

Discontinued Operations

On November 1, 2013, the Company announced that Empire Theatres completed the sale of 46 theatres with 397 screens in separate transactions with Cineplex Inc. and Landmark Cinemas as previously announced on June 27, 2013.  As a result of the sale, financial results related to Empire Theatres, as previously reported in the investments and other operations segment, have been included in discontinued operations in the audited annual consolidated statements of earnings for the 52 weeks ended May 3, 2014 and May 4, 2013.

CONSOLIDATED FINANCIAL RESULTS

Sales

Consolidated sales for the 13 weeks ended May 3, 2014 were $5.94 billion compared to $4.26 billion in the fourth quarter last year, an increase of $1.68 billion or 39.5 percent.  During this period, sales from the food retailing segment increased $1.68 billion or 39.5 percent.  Excluding sales of $1.59 billion related to the acquisition of Canada Safeway, sales contribution from the food retailing segment to Empire increased by $94.4 million or 2.2 percent.  Sobeys' same-store sales increased 0.2 percent from the prior year.

Consolidated sales for fiscal 2014 were $20.99 billion compared to $17.40 billion in fiscal 2013, an increase of $3.59 billion or 20.6 percent.  During this period, sales from the food retailing segment increased $3.60 billion or 20.7 percent.  Excluding sales of $3.20 billion related to the acquisition of Canada Safeway, sales contribution from the food retailing segment to Empire increased by $394.1 million or 2.3 percent.  In fiscal 2014, Sobeys' same-store sales showed no growth from the prior year.

Investments and other operations' sales in the fourth quarter were $0.5 million compared to $0.6 million in the fourth quarter last year, a decrease of $0.1 million. For fiscal 2014, sales were $5.2 million compared to $9.8 million last year, a decrease of $4.6 million.

EBITDA

Consolidated adjusted EBITDA in the fourth quarter was $318.7 million compared to $230.1 million in the fourth quarter last year, an $88.6 million or 38.5 percent increase. Before adjusting EBITDA for items which are considered not indicative of underlying business operating performance, as presented in the following table, fourth quarter EBITDA amounted to $147.4 million compared to $238.6 million in the fourth quarter last year.  This decrease primarily relates to increased selling and administrative expenses which were primarily due to Sobeys' retail network rationalization costs of $169.8 million, offset by $89.5 million in EBITDA related to the Canada Safeway acquisition. In the fourth quarter, Sobeys recorded $23.0 million of cost reductions as a result of synergies realized related to the acquisition.

For fiscal 2014, consolidated adjusted EBITDA was $1,043.3 million compared to $898.3 million last year, an increase of $145.0 million or 16.1 percent.  Before adjusting EBITDA for items which are considered not indicative of underlying business operating performance, EBITDA for fiscal 2014 amounted to $755.3 million compared to $918.1 million last year.  This decrease primarily relates to increased selling and administrative expenses which were primarily due to network rationalization costs of $169.8 million, transaction costs of $97.8 million associated with the Canada Safeway acquisition combined with a decrease in gains on the disposal of assets compared to the prior year of $18.4 million and a one-time inventory adjustment of $17.1 million, offset by $172.7 million in EBITDA related to the Canada Safeway acquisition. Since the acquisition to the end of fiscal 2014, a 26 week period, Sobeys recorded $29.3 million of cost reductions as a result of synergies realized related to the acquisition.

The table below provides a reconciliation of EBITDA to adjusted EBITDA for the 13 and 52 weeks ended May 3, 2014 compared to the 13 and 52 weeks ended May 4, 2013.      

Operating Income

Consolidated adjusted operating income in the fourth quarter was $199.0 million, an increase of $57.2 million or 40.3 percent from the $141.8 million recorded in the fourth quarter last year.  Before adjusting for items which are considered not indicative of underlying business operating performance, as presented in the preceding table for EBITDA, fourth quarter consolidated operating income amounted to $22.9 million compared to $150.3 million in the fourth quarter last year.

For fiscal 2014, consolidated adjusted operating income was $630.2 million, an increase of $76.8 million or 13.9 percent from the $553.4 million recorded last year.  Before adjusting for items which are considered not indicative of underlying business operating performance, as presented in the preceding table for EBITDA, consolidated operating income amounted to $328.5 million compared to $573.2 million last year.

Finance Costs

Finance costs, net of finance income, for the 13 weeks ended May 3, 2014 were $47.6 million, an increase of $34.0 million from the $13.6 million recorded in the same period last year.  The increase is primarily a result of higher interest expense of $32.6 million due to increased debt levels as a result of financing for the Canada Safeway acquisition.

Finance costs, net of finance income, for the 52 weeks ended May 3, 2014 were $133.2 million, an increase of $77.8 million from the $55.4 million recorded last year. The increase primarily relates to higher interest expense of $81.2 million due to increased debt levels as a result of the financing for the Canada Safeway acquisition, partially offset by higher total finance income of $5.5 million.  This increase in total finance income was primarily a result of higher interest income earned from the investment of subscription receipts and Sobeys' unsecured notes proceeds.

Income Taxes

During the quarter, the Company completed a re-measurement of its deferred income tax provision and adjusted certain deferred tax attributes and the associated substantively enacted rates that have been applied. This re-measurement resulted in a tax recovery of $20.7 million in the current fiscal year, a recovery in comprehensive income of $0.8 million, an increase to deferred tax assets by $31.3 million, a reduction to tax payable by $4.2 million, and a reduction to equity investments by $5.6 million. The Company's effective income tax rate on continuing operations for fiscal 2014 was 18.6 percent compared to 26.3 percent in fiscal 2013.

Adjusted Net Earnings from Continuing Operations

After factoring in the impact of the adjustments for items which are considered not indicative of underlying business operating performance, Empire recorded adjusted net earnings from continuing operations, net of non-controlling interest, of $131.3 million ($1.42 per diluted share) for the 13 weeks ended May 3, 2014 compared to $95.7 million ($1.40 per diluted share) recorded in the fourth quarter last year. For the quarter ended May 3, 2014, Empire had a weighted average number of shares outstanding (fully diluted) of 92.4 million compared to 68.1 million in fiscal 2013.

For fiscal 2014, Empire recorded adjusted net earnings from continuing operations, net of non-controlling interest, of $383.1 million ($4.78 per diluted share) compared to $356.8 million ($5.24 per diluted share) recorded last year. For the year ended May 3, 2014, Empire had weighted average number of shares outstanding (fully diluted) of 80.2 million compared to 68.1 shares outstanding last fiscal year.

Net Earnings from Continuing Operations

Consolidated net earnings from continuing operations, net of non-controlling interest, in the fourth quarter equalled $1.5 million ($0.02 per diluted share) compared to $102.5 million ($1.51 per diluted share) in the fourth quarter last year.  The decline is the result of lower operating income and higher finance costs, net of finance income, partially offset by lower income taxes.

For fiscal 2014, Empire recorded consolidated net earnings from continuing operations, net of non-controlling interest, of $151.0 million ($1.88 per diluted share) compared to $372.3 million ($5.47 per diluted share).

The following table reconciles reported net earnings from continuing operations, net of non-controlling interest, to adjusted net earnings from continuing operations.

Net Earnings from Discontinued Operations

Net (loss) earnings from discontinued operations in the fourth quarter of fiscal 2014 equalled $(0.7) million ($(0.01) per diluted share) compared to $3.4 million ($0.05 per diluted share) in the prior year, a decrease of $4.1 million.

For fiscal 2014, net earnings from discontinued operations were $84.4 million ($1.05 per diluted share) compared to $7.2 million ($0.11 per diluted share), an increase of $77.2 million, primarily as a result of the gain from the re-measurement and disposal of assets and from restructuring costs, net of tax, from the sale of Empire Theatres of $79.2 million.

Net Earnings

Empire's consolidated net earnings, net of non-controlling interest, in the fourth quarter of fiscal 2014 equalled $0.8 million ($0.01 per diluted share) compared to $105.9 million ($1.56 per diluted share) in the fourth quarter last year.  For fiscal 2014, net earnings, net of non-controlling interest, was $235.4 million ($2.93 per diluted share) compared to $379.5 million ($5.58 per diluted share) last year.

The following table reconciles Empire's segmented net earnings from continuing operations, net of non-controlling interest, to net earnings, net of non-controlling interest, for the 13 and 52 weeks ended May 3, 2014 compared to the 13 and 52 weeks ended May 4, 2013.

SEGMENTED FINANCIAL RESULTS

The Company operates and reports on two business segments:

FOOD RETAILING

The following table presents the food retailing segment's contribution to Empire's consolidated sales, adjusted EBITDA, EBITDA, adjusted operating income, operating income, adjusted net earnings, net of non-controlling interest, and net earnings, net of non-controlling interest.

Sales

Empire's food retailing segment achieved sales of $5.94 billion for the 13 weeks ended May 3, 2014, an increase of $1.68 billion or 39.5 percent over the same quarter last year.  Excluding the impact of the Canada Safeway acquisition of $1.59 billion, sales contribution from the food retailing segment to Empire increased by $94.4 million or 2.2 percent.  The growth in fourth quarter sales was a direct result of continued increased retail selling square footage from new stores and enlargements, coupled with the continued implementation of sales and merchandising initiatives, improved consistency of store level execution, and product and services innovation. Sobeys' same-store sales increased 0.2 percent during the fourth quarter of fiscal 2014.

In fiscal 2014, Empire's food retailing segment reported sales of $20.99 billion, an increase of $3.60 billion or 20.7 percent, from $17.39 billion recorded in fiscal 2013. Excluding the impact of the Canada Safeway acquisition of $3.20 billion, sales contribution from the food retailing segment to Empire increased by $394.1 million or 2.3 percent.  The growth in sales is primarily the result of $3.20 billion of sales related to the Canada Safeway acquisition, combined with Sobeys' continued investment in its retail network, coupled with the continuation of sales and merchandising initiatives. During the fiscal year, same-store sales showed no change compared to the prior year. Same-store sales were impacted by low food inflation, increased competitive square footage in the market, and ongoing competitive intensity.

Gross Profit

Gross profit recorded by Sobeys increased $517.3 million to $1,513.2 million for the 13 weeks ended May 3, 2014 compared to the 13 weeks ended May 4, 2013. Gross margin increased 199 basis points from 23.46 percent in the fourth quarter of fiscal 2013 to 25.45 percent in the current quarter. The increase in gross profit and gross margin is largely a result of a $502.4 million gross profit contribution related to the Canada Safeway acquisition.  Excluding the impact related to Canada Safeway, gross margin would have been 23.18 percent, a decrease of 28 basis points compared to the fourth quarter last year. Overall gross profit and gross margin in the fourth quarter were also impacted by the following factors: (i) increased inventory shrinkage ("shrink") primarily associated with Sobeys' fresh retail inventory turns as well as shrink associated with the new and innovative commercial programs as part of Sobeys' strategy to help Canadians Eat Better, Feel Better, Do Better; (ii) a highly promotional environment; (iii) a weaker Canadian Dollar ("CAD") relative to the U.S. Dollar ("USD") which affected the CAD cost of U.S. purchases; and (iv) ongoing drug regulatory reform which impacted the number of generic products and generic prescription reimbursement rates.

For the 52 weeks ended May 3, 2014, Sobeys recorded gross profit of $5,016.1 million, an increase of $1,003.0 million or 25.0 percent compared to $4,013.1 million last year.  For the year ended May 3, 2014, gross margin increased 79 basis points to 23.93 percent compared to 23.14 percent last year. The increase in gross profit and gross margin is largely a result of a $985.7 million gross profit contribution related to the Canada Safeway acquisition, net of a one-time inventory adjustment of $17.1 million.  The one-time inventory adjustment is a result of Sobeys' estimated preliminary fair value using historical financial information from Canada Safeway, after considering a reduction for selling costs and profit margins on selling efforts. The amount was expensed in the third quarter as a result of the sale of the applicable inventory.

Excluding the impact related to Canada Safeway, gross margin would have been 22.69 percent, a decrease of 45 basis points compared to the prior year. Overall gross profit and gross margin were impacted during the fiscal year by the following factors: (i) increased shrink primarily associated with Sobeys' fresh retail inventory turns as well as shrink associated with the new and innovative commercial programs as part of Sobeys' strategy to help Canadians Eat Better, Feel Better, Do Better; (ii) a highly promotional environment; (iii) a weaker CAD relative to the USD which affected the CAD cost of U.S. purchases; and (iv) ongoing drug regulatory reform which impacted the number of generic products and generic prescription reimbursement rates.

EBITDA

Adjusted EBITDA contribution from Sobeys to Empire in the fourth quarter was $301.6 million (5.08 percent of sales) in the fourth quarter compared to a $209.0 million (4.91 percent of sales) contribution in the same quarter last year, an increase of $92.6 million or 44.3 percent. Before adjusting for items which are considered not indicative of underlying business operating performance, EBITDA contribution from Sobeys to Empire in the fourth quarter was $130.3 million, a decrease of $87.2 million or 40.1 percent from the $217.5 million recorded in the same period last year. EBITDA in the fourth quarter was impacted by the factors affecting gross profit, as mentioned, and by network rationalization costs of $169.8 million, offset by EBITDA of $89.5 million related to the Canada Safeway acquisition. For the fourth quarter, Sobeys recorded $23.0 million of cost reductions as a result of synergies realized related to the acquisition.

Sobeys contributed adjusted EBITDA to Empire in fiscal 2014 of $999.2 million (4.76 percent of sales) compared to $848.0 million (4.88 percent of sales) last year, an increase of $151.2 million or 17.8 percent.  Before adjusting for items which are considered not indicative of underlying business operating performance, EBITDA contribution from Sobeys to Empire in fiscal 2014 of $717.9 million compared to $858.6 million last year, a decrease of $140.7 million or 16.4 percent. EBITDA was impacted by the factors affecting gross profit, as mentioned, and by increased selling and administrative expenses which were primarily due to network rationalization costs of $169.8 million, transaction costs of $97.8 associated with the Canada Safeway acquisition combined with a decrease in gains on the disposal of assets compared to the prior year of $19.6 million, offset by $172.7 million in EBITDA related to the Canada Safeway acquisition. Since the acquisition of the end of fiscal 2014, a 26 week period, Sobeys recorded $29.3 million of cost reductions as a result of synergies realized related to the acquisition.      

Operating Income

Sobeys' adjusted operating income contribution to Empire in the fourth quarter was $182.1 million (3.07 percent of sales) compared to $120.3 million (2.83 percent of sales) in the fourth quarter last year, an increase of $61.8 million or 51.4 percent. Before adjusting for items which are considered not indicative of underlying business operating performance, Sobeys' operating income contribution to Empire in the fourth quarter was $6.0 million compared to $128.8 million in the same quarter last year, a decrease of $122.8 million.  The decrease is largely due to increased depreciation and amortization expenses of $19.0 million and $4.8 million, respectively, incurred in the current quarter related to the Canada Safeway acquisition, and the previously mentioned $169.8 million of network rationalization costs, partially offset by $61.4 million of operating income related to the Canada Safeway acquisition.

For the 52 weeks ended May 3, 2014, Sobeys' adjusted operating income contribution to Empire was $586.6 million (2.79 percent of sales) compared to $503.8 million (2.90 percent of sales) last year, an increase of $82.8 million or 16.4 percent. Before adjusting for items which are considered not indicative of underlying business operating performance, Sobeys' operating income contribution to Empire in fiscal 2014 was $291.6 million compared to $514.4 million last year, a decrease of $222.8 million. Operating income was impacted by the factors affecting EBITDA, as mentioned, combined with depreciation and amortization expenses of $48.8 million and $13.7 million, respectively, related to the Canada Safeway acquisition. These negative factors were partially offset by $110.2 million of operating income directly attributable to the inclusion of Canada Safeway.

Net Earnings

During the fourth quarter of fiscal 2014, Sobeys contributed adjusted net earnings, net of non-controlling interest, to Empire in the fourth quarter of $112.2 million compared to $80.6 million in the same period last year, an increase of $31.6 million or 39.2 percent. Before adjusting for items which are considered not indicative of underlying business operating performance, Sobeys contributed a net loss, net of non-controlling interest, of $17.6 million compared to net earnings, net of non-controlling interest, of $87.4 million in same period last year, a decrease of $105.0 million. This decrease is primarily due to $123.8 million after-tax of network rationalization costs incurred in the fourth quarter of fiscal 2014. Net earnings related to Canada Safeway operations for the 13 weeks ended May 3, 2014 were $42.4 million.

For fiscal 2014, Sobeys contributed adjusted net earnings, net of non-controlling interest, to Empire of $349.2 million compared to $325.3 million in the same period last year, an increase of $23.9 million or 7.3 percent.  Before adjusting for items which are considered not indicative of underlying business operating performance, Sobeys contributed net earnings, net of non-controlling interest, to $121.8 million compared to $334.2 million last year, a decrease of $212.4 million. Net earnings related to Canada Safeway operations for the 52 weeks ended May 3, 2014 were $78.9 million.

The table below reconciles net (loss) earnings, net of non-controlling interest, to adjusted net earnings, net of non-controlling interest, for the 13 and 52 weeks ended May 3, 2014 compared to the 13 and 52 weeks ended May 4, 2013.      

INVESTMENTS AND OTHER OPERATIONS

The table below presents investments and other operations' contribution to Empire's consolidated sales, adjusted EBITDA, EBITDA, operating income, adjusted net earnings from continuing operations, net earnings from continuing operations, net earnings from discontinued operations and net earnings.

Sales

Investments and other operations' sales equalled $0.5 million in the fourth quarter ended May 3, 2014 versus $0.6 million in the fourth quarter last year, a $0.1 million decrease. For fiscal 2014, investments and other operations reported sales of $5.2 million compared to $9.8 million last year, a decrease of $4.6 million. Sales generated from Empire Theatres have been recorded in discontinued operations.

EBITDA

Investments and other operations contributed EBITDA to Empire in the fourth quarter of $17.1 million compared to $21.1 million in the same period last year. There were no adjustments to investments and other operations' EBITDA in the quarter.

For fiscal 2014, investments and other operations contributed adjusted EBITDA to Empire of $44.1 million compared to $50.3 million in fiscal 2013.  Before adjusting for items which are considered not indicative of underlying business operating performance, as presented in the following table, EBITDA from investments and other operations was $37.4 million compared to $59.5 million last year.

The reconciliation between EBITDA and adjusted EBITDA for the 13 and 52 weeks ended May 3, 2014 compared to the 13 and 52 weeks ended May 4, 2013 is presented in the following table.      

Operating Income

Investments and other operations contributed operating income of $16.9 million in the fourth quarter ended May 3, 2014 compared to $21.5 million in the fourth quarter last year, a decrease of $4.6 million.  There were no adjustments to investments and other operations' operating income in the quarter.

For the 52 weeks ended May 3, 2014, investments and other operations contributed adjusted operating income of $43.6 million versus $49.6 million last year, a decrease of $6.0 million.  Before adjusting for items which are considered not indicative of underlying business operating performance, as presented in the previous table for EBITDA, investments and other operations' operating income contribution for the fiscal year was $36.9 million compared $58.8 million last year.

Net Earnings from Continuing Operations

During the 13 weeks ended May 3, 2014, investments and other operations contributed $19.1 million to Empire's consolidated net earnings from continuing operations compared to a contribution of $15.1 million in the same period last year.  There were no adjustments to investments and other operations' net earnings in the quarter.

For fiscal 2014, investments and other operations contributed adjusted net earnings from continuing operations of $33.9 million compared to $31.5 million last year.  Before adjusting for items which are considered not indicative of underlying business operating performance, investments and other operations contributed net earnings from continuing operations of $29.2 million compared to $38.1 million in the prior year.

Net Earnings

Investments and other operations contributed $18.4 million to Empire's consolidated net earnings in the fourth quarter compared to a contribution of $18.5 million in the same period last year.  For fiscal 2014, investments and other operations contributed $113.6 million versus $45.3 million last year.  The $68.3 million increase is primarily attributed to an increase in net earnings from discontinued operations of $77.2 million, partially offset by a decrease in net earnings from continuing operations of $17.3 million.  Net earnings from discontinued operations include a gain from the re-measurement and disposal of assets and from restructuring costs, net of tax, from the sale of Empire Theatres of $79.2 million.

CONSOLIDATED FINANCIAL CONDITION

The acquisition of Canada Safeway effective November 3, 2013, resulted in a significant change to the capital structure of the Company as a result of capital stock issuance of $1.84 billion and long-term debt issuance of $3.02 billion.  The financial condition measures are presented in the table below.

At the end of the fourth quarter, Empire's consolidated ratio of funded debt to total capital was 38.0 percent (May 4, 2013 - 20.7 percent) with cash and cash equivalents of $429.3 million (May 4, 2013 - $455.2 million).

Shareholders' equity, net of non-controlling interest, increased $1.98 billion or 53.0 percent over the fourth quarter last year to $5.70 billion.  Book value per common share increased to $61.75 at the end of the fourth quarter versus $54.82 at the start of the fiscal year.

Free Cash Flow

Free cash flow is used to measure the change in the Company's cash available for additional investing, dividends and/or debt reduction. The following table reconciles free cash flow to GAAP cash flows from operating activities for the 13 and 52 weeks ended May 3, 2014 and the 13 and 52 ended May 4, 2013.      

Free cash flow generation in the fourth quarter of fiscal 2014 was $626.1 million compared to $187.5 million generated in the fourth quarter last year. The $438.6 million increase in free cash flow was due to an increase in proceeds on the disposal of property, equipment and investment property of $272.8 million associated primarily with the divestiture of stores as part of the Canada Safeway acquisition, combined with an increase in cash flows from operating activities of $201.0 million.  This was partially offset by an increase in property, equipment and investment property purchases of $35.2 million.  The $201.0 million increase in cash flows from operating activities is attributed to an increase in non-cash and other cash items of $184.9 million and an increase in the net change in non-cash working capital of $139.9 million, partially offset by a decline in net earnings of $105.6 million and an increase in income taxes paid, net, of 18.2 million.

For the 52 weeks ended May 3, 2014, free cash flow generation was $869.1 million compared to $430.2 million generated last year. The $438.9 million increase in free cash flow was due to a $472.0 million increase in proceeds on the disposal of property, equipment and investment property which is in part due to the sale of Empire Theatres, and a $6.4 million increase in cash flows from operating activities; partially offset by a $39.5 million increase in property, equipment and investment property purchases. The increase of $6.4 million in cash flows from operating activities is due to a decline in net earnings of $145.2 million and an increase in income taxes paid, net, of $125.1 million, partially offset by an increase in non-cash and other cash items of $164.7 million and an increase in the net change in non-cash working capital of $112.0 million.

SUBSEQUENT EVENTS

Subsequent to the end of the fourth quarter of fiscal 2014, Sobeys entered into an amortizing interest rate swap for a notional amount of $598.7 million at a fixed interest rate of 1.4 percent effective May 12, 2014 to hedge the interest rate on a portion of its non-revolving, amortizing term credit facility. The interest rate swap matures on December 31, 2015.

Sobeys also entered into seven EUR/CAD forward contracts subsequent to the close of the fourth quarter at an approximate Canadian dollar value of $58.0 million. The forward contracts were entered into, to hedge and limit exposure to exchange rate fluctuations relating to future expenditures in EUR.  The forward contracts have maturities ranging from May 29, 2014 to September 1, 2016.

On May 30, 2014 Crombie REIT announced it had closed a bought-deal public offering of units at a price of $13.25 per unit.  Concurrent with the public offering, a wholly owned subsidiary of the Company purchased approximately $40.0 million of Class B limited partnership units (which are convertible on a one-for-one basis into units of Crombie REIT). Consequently the Company's interest in Crombie REIT declined to 41.5 percent from 41.6 percent.

FORWARD-LOOKING INFORMATION

This news release contains forward-looking information that reflects management's current expectations related to matters such as future financial performance and operating results of the Company.  Expressions such as "anticipates", "expects", "believes", "estimates", "could", "intends", "may", "plans", "will", "would" and other similar expressions or the negative of these terms are generally indicative of forward-looking statements.  Forward-looking statements contained in this news release include: (i) those relating to our expectations relating to the timing and amount of cost synergies from the Canada Safeway transaction which may be impacted by a number of factors, including the effectiveness of integration efforts; (ii) timing and proceeds from the sale of stores which may be impacted by satisfaction of various closing conditions and closing adjustments; and (iii) Sobeys' expectations regarding the retail store network rationalization including the impact on future sales and net earnings which may be impacted by the timing of closures and realization of synergies.

By its very nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks and uncertainties which give rise to the possibility that the Company's expectations or objectives will not prove to be accurate.  These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements.  These uncertainties and risks are discussed in the Company's materials filed with the Canadian securities regulatory authorities from time to time, including the Risk Management section of the annual Management's Discussion and Analysis ("MD&A") and the Short Form Prospectus filed July 24, 2013.

Readers are urged to consider these and other risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward-looking information.  The forward-looking information in this news release reflects the Company's expectations as at June 26, 2014 and is subject to change after this date.  The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company other than as required by applicable securities laws.

NON-GAAP FINANCIAL MEASURES

There are measures included in this news release that do not have a standardized meaning under GAAP and therefore may not be comparable to similarly titled measures presented by other publicly traded companies.  The Company includes these measures because it believes certain investors use these measures as a means of assessing financial performance.

Empire's definition of the non-GAAP terms are as follows:

• Same-store sales are sales from stores in the same location in both reporting periods.
• Gross profit is calculated as sales less cost of sales.
• Gross margin is gross profit divided by sales.
• Earnings before interest, taxes, depreciation and amortization ("EBITDA") is calculated as net earnings from continuing operations before finance costs (net of finance income), income taxes, and depreciation and amortization of intangibles.
• EBITDA margin is EBITDA divided by sales.
• Adjusted EBITDA is EBITDA excluding items which are considered not indicative of underlying business operating performance.
• Operating income, or earnings before interest and taxes ("EBIT"), is calculated as net earnings from continuing operations before finance costs (net of finance income) and income taxes.
• Operating income margin is operating income divided by sales.
• Adjusted operating income is operating income excluding items which are considered not indicative of underlying business operating performance.
• Interest expense is calculated as interest expense on financial liabilities measured at amortized cost plus losses on cash flow hedges reclassified from other comprehensive income.
• Adjusted net earnings from continuing operations is net earnings from continuing operations, net of non-controlling interest, excluding items which are considered not indicative of underlying business operating performance.  These adjustments include items which are non-recurring or one-time in nature and items that result in a truer economic representation of the underlying business on a comparative basis.
• Funded debt is all interest bearing debt, which includes bank loans, bankers' acceptances and long-term debt.
• Net funded debt is calculated as funded debt less cash and cash equivalents.
• Total capital is calculated as funded debt plus shareholders' equity, net of non-controlling interest.
• Net total capital is total capital less cash and cash equivalents.
• Funded debt to total capital ratio is funded debt divided by total capital.
• Net funded debt to net total capital ratio is net funded debt divided by net total capital.
• Funded debt to EBITDA ratio is funded debt divided by trailing four-quarter EBITDA.
• EBITDA to interest expense ratio is trailing four-quarter EBITDA divided by trailing four-quarter interest expense.
• Book value per common share is shareholders' equity, net of non-controlling interest, divided by total common shares outstanding.
• Current assets to current liabilities ratio is current assets divided by current liabilities.
• Free cash flow is calculated as cash flows from operating activities, plus proceeds on disposal of property, equipment and investment property, less property, equipment and investment property purchases.

CONFERENCE CALL INFORMATION

The Company will hold an analyst call on Thursday, June 26, 2014 beginning at 1:00 p.m. (Eastern Daylight Time) during which senior management will discuss the Company's financial results for the fourth quarter ended May 3, 2014.  To join this conference call, dial (888) 231-8191 outside the Toronto area or (647) 427-7450 from within the Toronto area. To secure a line, please call 10 minutes prior to the conference call; you will be placed on hold until the conference call begins.  The media and investing public may access this conference call via a listen mode only. You may also listen to a live audiocast of the conference call by visiting the Company's website located at www.empireco.ca.

Replay will be available by dialing (855) 859-2056 and entering passcode 60158720 until midnight July 3, 2014, or on the Company's website for 90 days following the conference call.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

To view and download the Company's unaudited condensed consolidated financial statements for the fourth quarter of fiscal 2014 ended May 3, 2014, please access the following link:

Q4 Fiscal 2014 Unaudited Condensed Consolidated Financial Statements

This information is also available for download at www.sedar.com or by accessing the Investor Centre section of the Company's website at www.empireco.ca.

2014 ANNUAL REPORT

The Company's audited consolidated financial statements and the notes thereto for the fiscal year ended May 3, 2014 and Management's Discussion and Analysis for the year ended May 3, 2014, which includes discussion and analysis of results of operations, financial position and cash flows will be available today, June 26, 2014.  These documents can be accessed through the Investor Centre section of the Company's website at www.empireco.ca and also at www.sedar.com.

The Company's 2014 Annual Report will be available on or before July 25, 2014 and can be accessed through the Investor Centre section of the Company's website at www.empireco.ca and also at www.sedar.com.

ABOUT EMPIRE

Empire Company Limited (TSX: EMP.A) is a Canadian company headquartered in Stellarton, Nova Scotia.  Empire's key businesses include food retailing and related real estate.  With $21 billion in annual sales and approximately $12.2 billion in assets, Empire and its subsidiaries, including franchisees and affiliates, employ more than 125,000 people.

Additional financial information relating to Empire, including the Company's Annual Information Form, can be found on the Company's website at www.empireco.ca or at www.sedar.com.

PDF available at: http://stream1.newswire.ca/media/2014/06/26/20140626_C8352_DOC_EN_41743.pdf

SOURCE: Empire Company Limited