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2015 ANNUAL REPORT
Building
a stronger
platform
for growth
WHAT'S INSIDE
About Empire
Who we are
What we do
Where we do it
A long-term track record of growth
A stronger platform for growth
Letter to shareholders
Strong vision
Strong infrastructure
Strong team
The value of strong governance
Message from the Chair
2
4
6
8
10
15
22
24
26
Financial report
Management’s discussion and analysis
Consolidated financial statements
Shareholder information
30
77
IBC
Strong vision
Canadians want help making better
food choices. Our mission is to make
a difference in the lives of Canadians
by helping them Eat Better, Feel Better
and Do Better – see page 15.
Strong infrastructure
We’re continuing to invest in state of
the art technology and streamlining
our processes so we can deliver our
vision efficiently and cost-effectively
from coast to coast – see page 22.
About forward-looking statements
This document includes statements about our objectives, plans, goals, strategies, future growth, financial condition, results of operations, cash flows, performance, business
prospects and opportunities, including our anticipated benefits from the Canada Safeway acquisition.
These statements are forward-looking because they are based on management’s expectations about the future – they are not historical facts. Forward-looking statements
usually include words like anticipates, expects, believes, estimates, could, intends, may, plans, predicts, projects, will, would, foresees and other similar expressions, or the
negative of these words. For more information and a caution about using forward-looking information, see Forward-looking information on page 31.
About non-GAAP measures
Certain financial measures in this document are not defined terms under GAAP, so they are not a reliable way to compare us to other companies. See Non-GAAP financial
measures on page 73 for more information.
Strong team
A team of approximately 125,000 people
have the passion, support and training
they need to bring our vision to life –
see page 24.
Helping Canadians
Helping Canadians
Eat Better, Feel Better
Eat Better, Feel Better
and Do Better
and Do Better
At Empire, we have a clear vision, a strong
At Empire, we have a clear vision, a strong
infrastructure to support it, and the team
infrastructure to support it, and the team
to make it happen.
to make it happen.
The value to you, our shareholders, comes
The value to you, our shareholders, comes
from delivering on that vision profitably.
from delivering on that vision profitably.
Fiscal 2015 was a successful year. Sales,
Fiscal 2015 was a successful year. Sales,
earnings and free cash flow helped
earnings and free cash flow helped
contribute to solid returns for shareholders.
contribute to solid returns for shareholders.
This year’s annual report tells you about
This year’s annual report tells you about
our many initiatives to improve the customer
our many initiatives to improve the customer
experience, the progress we’ve made on
experience, the progress we’ve made on
our integration of Safeway, and how we’re
our integration of Safeway, and how we’re
executing our strategy to build a stronger
executing our strategy to build a stronger
platform for growth.
platform for growth.
1
WHO WE ARE
Helping Canadians
Eat Better, Feel Better
and Do Better
Proudly Canadian with 108 years in the food retailing business, Empire Company
Limited (TSX: EMP.A) is headquartered in Stellarton, Nova Scotia. Our key businesses
are food retailing and related real estate, through our wholly-owned subsidiary
Sobeys Inc. and a 41.5% equity accounted interest in Crombie REIT.
Food
Five core retail food formats from
full service to discount
• $23.9 billion in annual sales
• Approximately 1,500 stores in 10 provinces
Pharmacy
One of Canada’s largest pharmacy retailers
• 348 in-store pharmacies
• 79 Lawtons Drug Stores
Liquor
Growing liquor business
Fuel
Over 350 retail fuel locations
• 3 banners
• Grocery purchases generate fuel discounts coast to coast
Wholesale
Only national full service wholesaler in Canada
• Servicing small convenience/gas sites to large
full service retail locations
• over 5,000 independent and retail chain accounts
Real estate
Development and ownership
• 2 banners in Western Canada
• Strong real estate development team
• 3 store formats to meet the needs of customers
• 41.5% equity accounted interest in Crombie REIT
You’ll find the recipes at www.sobeys.com/en/recipes
2
EMPIRE COMPANY LIMITED
2015 financial highlights
($ in millions of dollars, except per share amounts)
Sales
EBITDA(3)
Adjusted EBITDA(3)
Operating income(3)
Net earnings from continuing operations(4)
per share (fully diluted)
Net earnings(4)
per share (fully diluted)
Adjusted net earnings from continuing operations(3)(4)
per share (fully diluted)
Book value per share
Dividends per share (DPS)
ABOUT EMPIRE
For the 52 weeks ended
May 2, 2015
May 3, 2014(1)
May 4, 2013(1)(2)
$ 23,928.8
$
20,957.8
$
17,343.9
1,226.1
1,327.9
743.6
419.0
4.54
419.0
4.54
518.9
5.62
64.81
1.08
755.3
1,055.6
328.5
151.0
1.88
235.4
2.93
391.4
4.88
61.75
1.04
918.1
942.9
573.2
372.3
5.47
379.5
5.58
390.7
5.74
54.82
0.96
+6.8%
CAGR(5)
Sales
($ in billions)
25,000
20,000
15,000
10,000
5,000
0
Adjusted net earnings from
continuing operations(3)(4)
($ in millions)
Dividends
($ per share)
+11.0%
CAGR(5)
600
500
400
300
200
100
0
+8.4%
CAGR(5)
1.20
1.00
0.80
0.60
0.40
0.20
0
06
07
08
09
10
11
12
13
14
15
06
07
08
09
10
11
12
13
14
15
06
07
08
09
10
11
12
13
14
15
32.6%
increase in adjusted
net earnings(3)(4)(6)
100%
technology
integration
complete
78.0%
growth in
net earnings(4)
34.4%
reduction in
funded debt(3)
27.4%
growth in
share value
(1) Amounts have been reclassified to correspond to the current period presentation on consolidated statement of earnings.
(2) Amounts have been restated as a result of a change in accounting policy and reclassification of discontinued operations.
(3) See “Non-GAAP Financial Measures” section of the Management’s Discussion and Analysis (“MD&A”).
(4) Net of non-controlling interest.
(5) Compound annual growth rate.
(6) From continuing operations.
3
2015 ANNUAL REPORT
WHAT WE DO
We are on a mission
to bring better food
to Canadians.
Before we began this mission
we conducted research with
Canadians and learned that:
73%
of Canadians said they want to
eat better than they currently do
1 in 5
Canadian youth aged 12 to 17 were
overweight or obese
more than 62%
of dietary energy in Canada
came from ultra-processed food
only 18%
of Canadians cooked meals from scratch
You’ll find the recipes at www.sobeys.com/en/recipes
4
EMPIRE COMPANY LIMITED
At a time when processed food seems like the easiest choice, and fewer people are cooking and eating together, we want to improve the lives of Canadians by helping them Eat Better, Feel Better and Do Better. ABOUT EMPIRE
Our research has shown that Canadians want help making better food choices and are looking
for leadership and advice from people they can trust. We’re using our skills, experience and
passion to change the relationship Canadians have with food.
Better
food
We’re helping our customers
experience better food by giving
them more choices from better
sources – better ingredients,
more selection, healthier options
and better value.
Better
service
We’re making it easier for
customers to make good
food part of their daily lives –
and serving that up with
expertise and enthusiasm.
Delivered
sustainably
We’re offering customers more
sustainable products and
services – and backing them up
with operations and responsible
business practices that keep the
future of our planet in mind.
I’m helping Sobeys bring
better food to Canadians
– Jamie Oliver
As an advocate for change
and an international promoter
of better food, Jamie Oliver is
working with us to champion
enhanced food knowledge,
balanced nutrition, quality
ingredients and cooking
skills for Canadians.
Photography © 2015 David Loftus
Le plaisir de mieux manger
We’re making eating and cooking healthy, quick,
simple and easy
Josée di Stasio, Christian Bégin and Stefano Faita –
three Québec food celebrities – have teamed up
with IGA in Québec as cartoon avatar ambassadors
offering unique recipes and tips to get customers
more interested in le plaisir de mieux manger, the
Joy of Eating Better.
5
2015 ANNUAL REPORT
WHERE WE DO IT
We reach Canadians
from coast to coast.
Locations by region
W E S T E R N C A N A D A
Q U É B E C
382
Corporate: 295
Franchised: 87
12.3M sq ft
678
Corporate: 178
Franchised: 500
11.2M sq ft
O N TA R I O
332
Corporate: 100
Franchised: 232
8.9M sq ft
AT L A N T I C C A N A D A
Head office
420
Corporate: 335
Franchised: 85
5.3M sq ft
Food
Pharmacy
Liquor
Fuel
PHARMACY
PHARMACY
6
Shell Trade Marks reproduced
by permission of Shell Brands
International AG.
EMPIRE COMPANY LIMITED ABOUT EMPIRE
By the numbers
Our reach
Our food retailing business under Sobeys Inc. is made up of a diversified
and complementary group of businesses – food, pharmacy, wholesale, liquor
and fuel – and we have a comprehensive logistics and distribution network
to support it.
Our five core retail food formats ensure we have the right offering in the right-
sized stores for each individual market we serve. From full service to discount,
each format is tailored to satisfy the food shopping needs of Canadians.
1,800+
locations*
38M
total sq. footage
900+
communities
125,000
people
*Includes over 350 retail fuel locations.
Extra
Our new concept Sobeys, Sobeys extra and IGA extra stores welcome customers into a world of food discovery and innovation with extra
departments, products, services and savings that are designed to help them Eat Better, Feel Better and Do Better every day. From wellbeing
counsellors and pharmacists, to chefs, expert butchers and cheese ambassadors, our employees bring added knowledge to help customers
and enhance their overall experience.
7
2015 ANNUAL REPORT A LONG-TERM TRACK RECORD OF GROWTH
We take a long-term view.
FISCAL
2006
$13.1
Sales ($ in billions)
$202.0
Adjusted net earnings from
continuing operations ($ in millions)
$29.77
Book value ($ per share)
Fiscal year
2006
2007
2008
2009
2010
March 2006
• Crombie REIT completes
its initial public offering.
• Empire sells 44 properties
August 2006
• Sobeys acquires Achille
de la Chevrotière Ltée,
for $79.2 million.
to Crombie REIT for
$468.5 million and
retains an initial 48.3%
ownership interest.
June 2007
• Empire acquires the
outstanding common shares
of Sobeys that it did not
own for $1.06 billion,
achieving 100% ownership.
September 2007
• Sobeys acquires Thrifty
Foods for $253.6 million.
April 2008
• Empire sells 61 properties
for $428.5 million to
Crombie REIT.
March 2009
• Empire issues 2.713 million
Non-Voting Class A shares
at $49.75 per share.
• Empire reduces its ratio
of debt to capital to 32.7%
from 39.8%.
November 2009
• Sobeys opens its first
automated distribution
centre in Vaughan, Ontario.
May 2010
• Sobeys enjoys another
record year and receives
credit rating upgrades from
Standard & Poor’s and
DBRS, with both ratings
at investment grade.
• Empire reduces its ratio of
debt to capital to 29.3%
from 32.7%.
8
EMPIRE COMPANY LIMITED
ABOUT EMPIRE
FISCAL
2015
$23.9
Sales ($ in billions)
$518.9
Adjusted net earnings from
continuing operations ($ in millions)
$64.81
Book value ($ per share)
11.0%
CAGR 2005 to 2015
Adjusted net earnings from continuing operations
2011
2012
2013
2014
2015
October 2010
• Empire sells its investment
in Wajax for net proceeds
of $121.3 million.
May 2011
• Sobeys completes the
first year of the FreshCo
discount banner in
Ontario with a network
of 57 stores in operation
by fiscal year-end.
October 2011
• Sobeys initiates an
organizational realignment
to optimize productivity
and fully capitalize on
its scale.
March 2012
• Sobeys purchases 236 Shell
branded retail gas locations
in Québec and Atlantic
Canada for $214.9 million.
November 2012
• Sobeys begins shipping from
its second fully-automated
distribution centre in
Terrebonne, Québec.
March 2013
• Sobeys completes its
national implementation
of the SAP business
platform to fully capitalize
on its scale as a
$17 billion organization.
September 2013
• Sobeys introduces
the Better Food For All
movement to Canadians.
February 2015
• Sobeys implements SAP
at Safeway, bringing
SAP coast to coast.
November 2013
• Sobeys completes the
purchase of Canada
Safeway for $5.8 billion.
• Empire completes the
sale of Empire Theatres
for a net gain of
$104.2 million.
March 2015
• Sobeys becomes the first
Canadian grocer to issue
AIR MILES® reward miles
across Canada.
2015 ANNUAL REPORT
9
®™ Trademarks of AIR MILES International Trading B.V. Used under license by LoyaltyOne, Co. and Sobeys Capital.
We are building
a stronger platform
for growth.
Summary of the year
• Delivered solid returns for shareholders
• Sold non-core assets and used the proceeds
Priorities for fiscal 2016
We are continuing to develop our vision, infrastructure
and team as we build our strong platform for growth:
to reduce our debt
• Deliver cost synergies from our integration of
• Exceeded our cost synergy targets from the Safeway
Canada Safeway
integration, remain on track to meet our three-year goal
• Improve our efficiencies by harmonizing processes
• Completed our IT integration and now have a common
business platform for our operations coast to coast
and optimizing distribution
• Invest strategically in systems and innovation
• Introduced many new initiatives that support our mission
• Improve our full service offering and shopping experience
of helping Canadians Eat Better, Feel Better and Do
Better, adding value and making us stronger as we grow
• Increase employee training and engagement to
deliver best-in-class customer service and loyalty
10
EMPIRE COMPANY LIMITED
Letter to shareholders
A STRONGER PLATFORM FOR GROWTH
Marc Poulin
President and
Chief Executive Officer
We all know it’s a challenge to eat well in today’s
fast-paced world. We don’t cook as often as we’d
like and we rely too much on processed foods. The
sad reality is that Canadian households don’t cook
or eat together as much as they used to, and in
2013, one in five Canadian youth aged 12 to 17
was overweight or obese.
Our research shows, however, that Canadians want
help – they want people they can trust to make it
easier to make better food choices for themselves
and their families. We’re meeting that need by
bringing food back to the centre of Canadians’ lives,
as an ingredient in a healthy lifestyle. Our vision is
to set ourselves apart by offering products and
services that help Canadians enjoy food in a way
that makes their lives better.
The value to you, our shareholders, comes from
delivering on that vision profitably – on our ability
to provide long-term, sustainable growth. And
that’s what this year’s annual report is all about:
the clarity of our vision, the strength of the
infrastructure that supports it, and the commitment
of a talented team with the expertise and the
will to make it happen.
Summary of the year
We’re very pleased with how we performed in fiscal
2015. Sales were up 14.2%, net earnings, net of
non-controlling interest, increased by 78.0% and we
were ahead of target for reducing our debt. Since
the Canada Safeway acquisition we have reduced
our funded debt by approximately $1.6 billion.
Our share price increased by 27.4% by the end
of the year and subsequent to year-end we
increased our dividend by 11.1 %.
11
2015 ANNUAL REPORT LETTER TO SHAREHOLDERS
On track with the Safeway integration
Synergies from real estate
We made considerable progress on the integration
of Safeway in fiscal 2015.
We completed the technical integration of all
Safeway stores, fuel stations and retail support
centres in February 2015. This was a critical
milestone for us in achieving the goal of uniform
backend systems across our operations. Operating
on a single system allows us to rationalize our
operations, streamline our ordering and ultimately
improve the service we provide to our customers –
for example, getting fresher food into the right stores
faster and more cost-effectively, and implementing
promotions more quickly and efficiently.
Synergies
We’re on target to meet our three-year synergy
commitments. We know, however, that the
second phase of our integration is going to be
a lot of work and it won’t happen overnight.
We’re working systematically to make sure we
effectively realize the cost synergies from distribution
and logistics (including building an automated
warehouse in Alberta) and from harmonizing our
store offerings and reducing sales, general and
administrative costs.
Reducing our debt
This year we exceeded our debt reduction targets
by using most of the proceeds from the sale of
non-core assets to reduce debt. In fiscal 2015,
we sold four Safeway dairy manufacturing facilities
to Agropur for $344.2 million.
We also sold two Safeway bread manufacturing
facilities to Canada Bread for proceeds of
$27.8 million.
Our relationship with Crombie REIT gives us access
to capital that is accelerating the pace of Sobeys’
expansion while, at the same time, allowing us to
realize the fair value of our real estate assets. The
relationship gives Crombie REIT preferred access to
some of the most consistently performing real estate
assets in the country – new, fully occupied and
anchored by food and/or pharmacy retailers.
Sobeys, through its wholly-owned subsidiaries,
sold 10 properties to and leased back eight from
Crombie REIT for cash consideration of $105.8
million and applied most of this to debt reduction.
Building value
We know that differentiating ourselves in our food
offering will define our long-term success, and
this year we made some significant steps toward
implementing our vision of helping Canadians
Eat Better, Feel Better and Do Better.
We’re working towards building our vision across
all of our banners, from full service to discount,
and in every region in which we operate, by
offering better food and better service, and
delivering them sustainably.
Better, fresher foods combined with effective
marketing, superior in-store service and targeted
promotions encourage customers to try new things.
Online tools and a network of support through
social media show customers how easy and
affordable it is to cook at home. And our full range
of sustainable products and services, backed by our
operations and responsible business practices,
mean that customers can adopt a healthier lifestyle
just by shopping with us.
12
EMPIRE COMPANY LIMITED A STRONGER PLATFORM FOR GROWTH
Our new concept stores present our vision of
helping Canadians Eat Better, Feel Better and Do
Better in a more powerful way – and we’re very
pleased by how well the new stores are resonating
with customers and the positive effect that’s having
on our sales. We now have 15 new concept stores,
including five new stores in the west, nine in
Ontario, and one in Atlantic Canada.
In addition to the successful introduction of our
new concept stores, we also made headway on
many other initiatives that support our vision. For
example, we spent time sampling, testing and
refining our private label portfolio this year. Our
line-up of almost 5,000 products offers great
quality and excellent value. We redesigned our
online shopping platform through our IGA stores in
Québec and Thrifty Foods stores in British Columbia
and are expanding it to other provinces. We made
progress on an important initiative to streamline
how we deal with produce – from vendor selection
and shipping, to product knowledge and store
handling – to be sure we can indeed offer the
freshest produce at the best price. And as I
mentioned earlier, we are now up and running on
a single business platform which will allow us to
deliver on our vision efficiently and cost-effectively
across the country.
Part of our focus on customers is our relationship
with AIR MILES®, and in March we became the first
Canadian grocer to offer AIR MILES® reward miles
across Canada, through many of our banners.
This is important for us because it builds customer
loyalty and gives us valable information that helps
us tailor our offerings to make these relationships
even stronger.
Better REWARDS are here
We’ve had a relationship with AIR MILES® reward miles
for several years through our stores in Québec and Atlantic
Canada, and Safeway in Western Canada has been an
AIR MILES® partner for many years. In fiscal 2015, we
consolidated all of our loyalty programs to AIR MILES®
and now offer it in every region we operate in, through
many of our banners.
Customers earn reward miles when they buy groceries, and
can earn bonus reward miles on hundreds of products in-store
and through cross-promotions with our other banners and
Shell fuel locations, for example. Customers can redeem their
reward miles for AIR MILES® Cash and get free groceries at
the check-out, or build their AIR MILES® for dream rewards
like vacations, electronics and more.
13
2015 ANNUAL REPORT LETTER TO SHAREHOLDERS
Positioned for growth
This has been a year of exciting initiatives that are
adding value and making us stronger and helping
drive growth.
But we also know that we’re not just in the food
business – we’re in the retail business, which means
we’re in the people business. One of our key
differentiators is our people, and we know that
engaged employees improve the customer
experience, which directly impacts our financial
results. We focus on employee and customer
engagement, and build that into our compensation
programs to drive it home.
Having employees who are engaged is a top priority
for Empire. I want to thank the approximately
125,000 people we and our franchisees and
affiliates employ for their energy and enthusiasm,
which we’re depending on to make our vision a reality.
And there’s plenty more to do – taking us through
the next phase of our integration of Safeway,
continuing to streamline our operations and reduce
our costs, building out our retail locations, and refining
the products and services we offer our customers.
The good news is there’s lots of opportunity
to continue to build long-term value for our
shareholders – and we have the vision, the
infrastructure and the team we need to make
that happen.
On behalf of the management team and the
dedicated employees across Empire and our
franchisees and affiliates, I would like to thank
David and Donald Sobey for their lifetime
of commitment to this business and to the
communities we serve. Their legacy to us is
the strength of our culture and our commitment
to Empire’s long-term growth.
(signed) “Marc Poulin”
Marc Poulin
President and Chief Executive Officer
Empire Company Limited
June 24, 2015
Our pharmacy, liquor and fuel banners, often
located in or near our grocery stores, support our
vision by offering our grocery customers a one-
stop shopping experience. Our large network of
convenience stores and our food wholesaling
business – the largest full service wholesaler in
Canada – extend our reach and add considerable
value to our business. Subsequent to year-end our
latest acquisition, completed on June 21, 2015,
of five full service grocery stores, five fuel stations
and other assets from Co-op Atlantic adds to
the mix.
14
14
EMPIRE COMPANY LIMITED
EMPIRE COMPANY LIMITED
Strong vision
A STRONGER PLATFORM FOR GROWTH
We’re on a mission to help Canadians Eat Better, Feel Better and Do Better
Sobeys wants to be Canada’s destination for better food by delivering on our seven promises.
1. The fresher, the better, the tastier.
Sobeys is committed to helping you find and
choose the best quality for everything you make
and put on your table.
2. Save time. Eat well. Every day.
Being busy is no reason to settle for food that
isn’t good for us or doesn’t taste good. Sobeys is
going to make sure you have great ideas every
week on how to cook good food fast.
3. Choose the healthy life.
You’ll find more products made with natural
sources arriving in Sobeys stores each week.
These are products made without additives
or preservatives.
4. We live here too.
Since J.W. Sobey began delivering refrigerated meat
to people’s homes in 1907, Sobeys has been focused
on bringing fresh food innovation to its customers.
That rich tradition continues today as Sobeys
becomes Canada’s better food destination: Helping
Canadians Eat Better, Feel Better and Do Better.
5. We make sustainable attainable.
Feeding ourselves well doesn’t mean we can’t
support our rich planet. Our oceans are precious,
and you won’t find any endangered species in
our store.
6. Good food is not a luxury. It’s a right.
A community grocery store should bring its
customers good food and good food ideas every
week, affordably.
7. Even our guarantee is guaranteed.
Sobeys is proud to offer the freshest and best
ingredients without condition or compromise.
100% Satisfaction. Zero Excuses.
2015 ANNUAL REPORT
15
STRONG VISION
Better food
We’re helping our customers experience better food by giving them more choices from
better sources, better ingredients, more selection, healthier options and better value.
Freshness and variety
Healthy
We aim to set the standard for exceptional
freshness, and scour the world for
exciting ideas that will encourage our
customers to go on a culinary journey
to eat better and try new things.
We offer more than 3,500 health
and wellness products – including
products from natural sources with no
additives or preservatives, gluten-free
and sugar-free products – and a full
range of health and beauty, baby and
eco-friendly household items.
Feature: Food is fresher when it’s locally sourced
Feature: Making Compliments even better
We buy local first when we can be sure that our food safety
and quality standards are met and the supply is consistent,
reliable and competitively priced.
For example, our relationship with Pentlatch Seafoods, a
shellfish aquaculture company wholly-owned and operated by
the K’ómoks First Nation, gives our customers exclusive access
to the ‘Komo Gway’ brand of premium oysters and clams at
all Thrifty Foods stores in British Columbia. The shellfish are
harvested from the nutrient-rich waters of Baynes Sound,
Vancouver Island, by the K’ómoks First Nation using traditional
and sustainable harvesting practices to help preserve the
beauty of those waters for generations to come.
Over the past 18 months we’ve been harmonizing the
Compliments private label portfolio of products with Safeway’s
private label offering. That process involved taste testing,
reformulating and improving almost 1,500 different products.
We now have a line of almost 5,000 Compliments private label
products that offer the best quality and value.
We’re also minimizing the use of sodium, sugars, transfats,
hydrogenated fats or oils, and removing unnecessary additives
and preservatives in many of our Compliments products – all
while making sure we don’t compromise on taste, food safety,
quality and price.
16
EMPIRE COMPANY LIMITED
A STRONGER PLATFORM FOR GROWTH
Sustainable
Value
We offer a wide selection of organic
products, which are grown and harvested
without pesticides, responsibly sourced
and with the welfare of animals and
the environment in mind.
We deliver good food more affordably,
without compromising on quality and
experience, and that commitment
extends across all of our banners –
from full service to discount.
Feature: Certified Humane™
Feature: Quality for every budget
Better food comes from better sources. Products that are
Certified HumaneTM are from animals treated with respect
and raised right with no growth hormones, all-vegetable
feed and no antibiotics or steroids.
“
Sobeys tops our list as the most committed retailer to ethically-
sourced food in North America. As the only major retailer
offering Certified HumaneTM beef, pork and poultry, Sobeys
demonstrates its ongoing commitment to providing their
customers with high-quality foods that meet only the highest
of humane standards.” – Adele Douglass, Executive Director,
Humane Farm Animal Care.
FreshCo stands behind its promise “Fresher. Cheaper.”
If our customers aren’t satisfied with the freshness of our
products, we’ll refund their money, period. Prices are as
low as, or lower than our discount competitors and we
price check every week to make sure we’re delivering
on that promise.
17
2015 ANNUAL REPORT
STRONG VISION
Better service
We’re making it easier for customers to make good food part of their daily lives –
offering convenience, becoming part of the community and working to stay connected –
and serving that up with expertise and enthusiasm.
Convenience
Community
We want to make it easy for our customers
to eat well at home. We offer prepared
ingredients that make cooking faster and
easier, as well as great tasting, restaurant-
quality prepared meals that are a snap
to stop by and pick up. Either way – our
customers have all kinds of delicious,
cost-effective alternatives to dining out.
One of the things that keeps customers coming back is
customer interaction – and we view each of our stores
as a hub for the community it serves. While all of our
employees are knowledgeable and eager to help, the
produce experts, cheese ambassadors, expert butchers,
in-store chefs and wellbeing counsellors in our new
concept Sobeys and Sobeys extra stores each have
specialized expertise that make these stores unique.
Feature: Prepared foods for every appetite
Feature: Focus on healthy living
We offer prepared food for every appetite – including Italian,
Japanese, Indian, Mediterranean and many others – for
customers who are time pressed, looking to satisfy a craving
or not sure what to have for dinner that night.
For example, with more than 140 sushi counters in Québec
alone, IGA customers can choose from a variety of sushi
made fresh that day by highly trained sushi chefs. Or they
can customize their order on the spot or even order ahead
for dinner or a special occasion. Our sushi is made with
sustainably harvested fish – we won’t use any fish that doesn’t
meet our rigorous sustainable fishing criteria.
Our wellbeing counsellors are there to answer customer
questions about healthy living – from balanced nutrition
to special diets, food allergies and intolerances – and will
work with our in-store chefs and pharmacists to provide
comprehensive solutions that look at overall health.
They’re also experts in our Natural Source products –
our comprehensive selection of products that are free
from artificial colours, flavours and preservatives, and
contain minimally processed, natural ingredients or are
certified organic.
18
EMPIRE COMPANY LIMITED A STRONGER PLATFORM FOR GROWTH
Putting customers first
Experience has shown us that there’s a direct
correlation between customer experience and financial
performance. That’s why we track customer engagement
across the country, and motivate and train our
employees to keep their focus on the customer.
We hear from customers across the country, three times
a year, and use what we learn to improve the products
and services we offer – all to help us achieve our vision
of helping Canadians Eat Better, Feel Better and Do Better.
In fiscal 2015, we heard from more than 200,000
customers from coast to coast, and our customer KPIs
showed solid progress, telling us that we’re on the
right track.
19
Connection
More people are using social media to discover new things
and keep informed. We connect with our customers in
every market – and help them connect with each other –
through websites, Instagram, Facebook, Twitter, and other
apps and tools. The result is a sophisticated digital network
of useful information about food and special dietary needs,
videos, recipes, meal planning ideas, online shopping tools
and more – all of which inspire and motivate our customers
to Eat Better, Feel Better and Do Better.
Feature: Shopping online
In February 2015, we re-launched IGA Online in Québec
with a new, sophisticated platform that offers over 30,000
products and integrates flyer specials, recipes, AIR MILES®
Bonus Miles and a handy tool for making special requests
like local products or the ripeness of fruit. Customers can shop
by category, theme, product or their own shopping list from
any digital device, and have the products delivered or ready
for pick up from the store.
We now have close to 300 stores offering online ordering
in Québec and British Columbia (through Thrifty Foods) –
all fully integrated with our systems so our customers get
better quality information and our stores can pick products
more efficiently.
2015 ANNUAL REPORT STRONG VISION
Delivered sustainably
We’re helping our customers adopt a more sustainable lifestyle by offering more sustainable products
and services – and backing them up with operations and responsible business practices that keep the
future of our planet in mind.
Our sustainability strategy is a part of how we function every day – from the products we offer and the communities we work with,
to the way we operate. You can read more about our approach to sustainability at sobeyssustainability.com/en/home.apsx
Supply chain
We focus our efforts on the responsible sourcing of products,
packaging and ingredients.
Animal welfare – we’re committed to the humane and respectful
treatment of all livestock animals and their products in our supply
chain: beef, milk, eggs, poultry and pork. Sobeys is the only major
Canadian retailer to offer beef, pork, turkey and chicken that
meet Certified HumaneTM standards. Certified HumaneTM raised
and handled meat and poultry meets the Humane Farm Animal
Care Program standards, which include a nutritious diet without
antibiotics, animals raised with shelter, resting areas, sufficient
space and the ability to engage in natural behaviours. In the
case of beef, this also includes not using any hormones or other
growth promotants in cattle raising.
Deforestation – we support the Consumer Goods Forum’s
initiative of net zero deforestation by 2020. Our current focus
is on the amount and sources of palm oil and soy we use in
our private label products.
Feature: Using palm oil responsibly
The growing use of palm oil as a fat source in food, cosmetics
and other products has increased the development of new palm
plantations, resulting in significant tropical deforestation in
Southeast Asia. This has eliminated valuable biodiversity and
resulted in the release of large amounts of C02 from clear cutting
and slash burning. Palm oil production also contributes to issues
related to soil degradation, land rights and endangered species.
As a member of the Roundtable on Sustainable Palm Oil,
we’re mapping our sources of palm oil, building a list of
responsible palm producers and implementing responsible
sourcing guidelines for our procurement teams, with the goal
of having a palm oil supply chain by 2020 that is sourced
entirely from responsible and sustainable sources.
20
Packaging and material stewardship – we’re becoming
increasingly active with industry organizations such as
Stewardship Ontario in looking to improve the systems and
processes used to manage end-of-life consumer packaging.
Communities – we care about the impact we have on
the local, national and international communities we source our
products from, and work collaboratively with suppliers, industry
groups, factories and non-governmental organizations to
continuously improve our approach.
Feature: Dealing fairly with Fairtrade
IGA and IGA extra are the only major grocery stores in Canada
to sell Fairtrade bananas across the store network. Fairtrade
stimulates economic activity for marginalized small producers in
the developing world, because it makes sure growers are paid
fairly, and pricing includes a $1 per case premium that is pooled
by members of the cooperative, and invested in community
development projects and improving working conditions on
the plantations.
The IGA and IGA extra
Fairtrade banana programs
have provided income to
several hundred banana
producers and in fiscal
2015, contributed nearly
$30,000 in social
premiums to the
development of those
communities.
EMPIRE COMPANY LIMITED A STRONGER PLATFORM FOR GROWTH
Operations
With approximately 1,500 food stores from coast to coast,
our operations and business practices can have a significant
impact on the environment. We work to reduce our impact
by reducing our greenhouse gas (GHG) emissions and the
waste we generate.
Greenhouse gas emissions – we reduce our GHG emissions by
reducing electricity consumption in our stores, reducing the
carbon footprint of our fleet, and reducing refrigerant losses.
We introduced a new paperless system that automates the
scheduling of facility maintenance and energy management,
and will eliminate the paper used for 70,000 work orders, 4,400
utility bills and 7,700 technicians every year.
Waste management – reducing and diverting waste
from landfills has environmental, social and financial benefits.
In the past year we, and our waste management partners have
reduced the amount of paper, cardboard, plastic and organic
waste sent to landfill.
Feature: New Mississauga office designed for sustainability
We’ve designed our new office in Mississauga, Ontario to
minimize the building’s carbon footprint and create a healthy
and comfortable indoor environment. It uses 20% less energy
and 40% less water than traditional buildings, and staff are
provided with recycling options to maximize the amount of
waste that can be diverted from landfills and waste incineration.
The building also features a reflective white roof to limit the
amount of solar radiation and provide a habitat for birds.
The building was designed to meet the Leadership in Energy
and Environmental Design (LEED®) certification, a voluntary,
consensus-based standard administered by the Canada Green
Building Council that represents environmental sustainability
and corporate responsibility.
Feature: Reducing GHG across our operations
Traditional refrigerant systems are known for their high
greenhouse gas impact, and were contributing nearly 25%
of our carbon footprint – in 2010, we committed to replacing
them with natural refrigeration systems in all new builds
by 2015.
The natural refrigeration systems have also reduced energy,
maintenance and installation costs and we’ve received
recognition for our leadership from the United Nations
Environmental Program, the United States Environmental
Protection Agency and the Retail Council of Canada
winning their Excellence in Retailing award for Energy and
Environmental Sustainability in 2013. In May of 2015,
Sobeys success in this area was featured in the Climate
Change booklet published by the Consumer Goods Forum.
21
2015 ANNUAL REPORT
Strong infrastructure
We’re investing in technology and streamlining our processes so we can
deliver our vision efficiently and cost effectively – from coast to coast.
Fully integrated IT
Building state-of-the-art distribution
In February, we achieved a significant milestone in
our technology integration by successfully bringing
our Safeway stores, fuel sites, and retail support
centres acquired in the Canada Safeway acquisition
on to the SAP platform ahead of schedule.
We also integrated key finance processes, transitioned
employees to a new payroll system and converted
10 retail support centres to the EXE warehouse
management system. The last phase of the SAP
implementation included training 20,000 employees.
All of our businesses in all regions now operate on
the same business platform. And we’re the only
major food retailer in Canada with SAP coast to
coast, giving us a distinct competitive advantage.
SAP supports all aspects of our business, including
operations, merchandising, distribution, human
resources and administration, and is at the core of
our system-wide business process optimization
initiative. It gives us a complete view of the
business, which gives us better information that
helps us make better decisions. It has already
helped improve our performance over the past five
years and we expect to realize more benefits now
that the full implementation is complete.
Integrating our point-of-sale infrastructure with
distribution and logistics is key to making sure
we deliver the right products to our stores at the
right time.
Our two automated distribution centres for
dry groceries (Vaughan, Ontario and Terrebonne,
Québec) are the first of their kind in Canada
and are scalable as our business grows. Our
transportation department and fleet management
professionals use sophisticated technology to
support the way we fulfill deliveries, mapping the
most efficient routes for travel and managing
information for the many tonnes of grocery products
destined for approximately 1,500 stores in over
900 communities.
In January 2014, we announced the expansion
of the Vaughan distribution centre adding
270,000 sq ft, to be completed in the summer of
2016. The expansion will allow it to handle frozen,
dairy and deli products in addition to the current
range of products.
After year-end we acquired a distribution centre
in Rocky View, Alberta, just north of Calgary, that
we’re retro-fitting to become our third automated
distribution centre, opening in 2017.
Working smart with SAP
We use the following SAP-enabled tools to help us manage our business more efficiently:
• workforce management – to analyze historical shopping patterns so we can understand
customer behaviour and make better decisions about staffing;
• fresh item management – to make sure we always have the freshest products in-store; and
• computer assisted ordering – to manage inventory more precisely, improving in-store
service and lowering distribution costs.
22
TERREBONNE
DISTRIBUTION CENTRE
Our automated
distribution centre in
Terrebonne, Québec
uses WITRON Integrated
Logistics warehousing
and picking technology
to improve the accuracy
and timing of deliveries.
Technological advance-
ments include the ability
to pick even a single box
of product, a distinct
inventory management
advantage.
EMPIRE COMPANY LIMITED Focus on produce:
bringing freshness from farm to plate
A STRONGER PLATFORM FOR GROWTH
From our procurement practices to our shipping methods and produce displays,
we’re working on improving every aspect of how we deal with produce, so our
customers will always have the freshest produce at the best possible value:
We’re spending more
time in the fields with
growers to ensure
quality control right at
the source and create
the relationships that
will guarantee access
to their best products.
We’re combining the
purchasing power of
all our business units
so we can leverage our
scale to secure the best
quality produce at an
affordable price for
our customers.
We’re focusing
on logistics and
transportation so we
can bring great produce
to our stores faster,
reducing spoilage and
providing customers
with a longer shelf
life at home.
We’re providing employees in-depth training so
they learn how to handle produce to keep it fresher,
how to merchandise and display it in the most
impactful way, and have the knowledge they need
to offer expert advice to our customers in-store.
2015 ANNUAL REPORT
23
Strong team
Our people have the passion, support and training they need to bring our vision to life.
A dedicated team of approximately 125,000 people
across Empire and our franchisees and affiliates
have a common passion and shared values that
guide our actions every day:
• always place the customer first
• get it done with passion and integrity
• stay real
• proudly serve our communities.
Our pride in our knowledge, experience, dedication
and commitment are what set us apart in creating a
fulfilling shopping experience for our customers and
a great place to work. We believe these elements are
key in achieving our goal to help Canadians Eat
Better, Feel Better and Do Better.
Customer-focused culture
Strong and enduring relationships with customers
help us differentiate their shopping experience,
whether it’s online or in-store. Surveying customers
for their insights and feedback, building our product
knowledge and using new technology in strategic
ways are playing a key role in strengthening our
relationships with customers.
The importance of employee engagement
Engaged employees are more enthusiastic and
committed to our success – and they engage more
with customers, which improves customer service,
earns customer loyalty, and has a direct impact on
our financial results.
Several years ago, we launched a program to help
employees learn and grow as individuals and as a
team, to increase employee engagement. A large
part of this process is measuring what matters most
to employees and helping them understand our
strategy and our progress. Formal on-the-job
training, leadership and other programs provide
coaching and other tools to help employees
enhance their knowledge and skills.
We’re also building strong leaders by focusing on
individual development – meeting foundational
needs, providing constructive feedback and
increasing leader accountability – while using team
action planning and follow-up to encourage strong
teamwork, leadership development and increase
accountability index scores.
Measuring engagement
We measure employee engagement every
year based on 12 elements that matter most to
employees to assess how engaged our employee
teams are. We know from experience strong
engagement helps us deliver the best food shopping
experience for customers, ultimately driving
stronger financial performance.
The Sobeys & Empire
Work Experience &
Scholarship Program
offers scholarships to
student employees every
year across Canada.
In addition to tuition
assistance scholarships,
the Company offers Future
Leader Awards which
provide financial support
and summer internship
employment opportunities.
In fiscal 2015, there were
60 scholarships granted
or renewed.
The Sobeys’ Chartered
Professional Accountant
Training Office program
gives new graduates the
opportunity to earn their
CPA designation while
gaining experience
working with us. Since its
launch in 2008, nine
students have successfully
completed the CPA
program and six remain
employees of Sobeys Inc.
Today, we have four CPA
and three CA students
in various Finance
rotations and two more
students beginning in
September 2015.
24
EMPIRE COMPANY LIMITED A STRONGER PLATFORM FOR GROWTH
We,re bringing our vision to every Canadian
through the Sobeys Inc. Better Food Fund.
Launched in October 2014, the Sobeys Inc. Better Food Fund and our company-wide
community investment strategy focuses our efforts on helping Canadians nationally,
regionally and locally. Every Canadian – regardless of income, age or ability – should
have access to affordable wholesome food, basic cooking skills and nutrition education
that will help them reach their greatest potential.
• Eat Better – we support local food banks and meal
programs across the country by donating money and food
• Feel Better – we aim to fund research that focuses on the
prevention of food-related diseases and conditions
• Do Better – in partnership with community groups and
organizations across the country, we help to increase food
literacy through nutrition education and cooking skills
programs for a diverse group of Canadians.
The Sobeys Inc. Better Food Fund and our strategy
ensures our community giving is aligned with our
purpose to help Canadians Eat Better, Feel Better
and Do Better. Together we will:
• Bring together the efforts of all our businesses
• Leverage our size to make a meaningful
difference in the communities we proudly serve
• Harmonize our approach to make the greatest
impact
• Increase our presence in the community
and build from the tremendous legacy of
supporting our neighbours
You can read more about the Sobeys Inc.
Better Food Fund at sobeys.com/betterfoodfund
Change begins with reaching children – by giving them the tools and support
to improve their relationship with food.
Sobeys has partnered with Free The Children to develop a curriculum-based
program that will provide students aged 12 to 17 years from across Canada
with nutrition literacy food awareness and better cooking skills.
The program supports the Do Better pillar of the Sobeys Inc. Better Food Fund,
helping young people:
• Learn: providing nutrition literacy to understand what we consume and
the impact it has on our minds and bodies.
• Make: creating a healthy connection and relationship with food through
the development of cooking skills and learning how to prepare meals.
• Change: inspiring local and global action by directing food and nutrition
literacy in a positive way (by using cooking skills and nutrition literacy to
make the world a better place).
Our hope is that by providing young people with these essential skills, through
the Home Cook Heroes Program we will inspire more Canadians to establish
a healthier long-term relationship with food. You can read more about our
partnership at Home Cook Heroes at weday.com/home-cook-heroes.
2015 ANNUAL REPORT
25
MESSAGE FROM THE CHAIR
The value of strong governance
Robert P. Dexter
Chair
Empire Company Limited
At Empire, our goal is to create long-term,
sustainable value through our steadfast focus
on food retailing and related real estate, and a
commitment to excellent customer service.
Empire shares delivered a total return of 29.1%
in fiscal 2015, compared to 6.9% for the S&P/TSX
Composite Index, and an average annual
compound return of 15.3% for the last 20 years.
Empire’s Board includes members of the Sobey
family, but the majority of directors are independent.
All of the directors are passionate about food and
the food business, and the Board is committed to
strong stewardship and Empire’s continued success.
To that end, the Board is actively involved in
setting Empire’s long-term goals and objectives,
and overseeing management in the development
and execution of the corporate strategy.
Empire has national reach and a presence in key
markets coast to coast. Yet despite our size and the
benefit of our many decades of experience in this
business, food retailing in Canada is more
competitive than ever.
Strategic focus
We know that operational excellence and a
differentiated food offering that resonates with
customers are critical to long-term success in
this business.
The long-term investment made in Sobeys’
infrastructure several years ago provided an
important foundation for building future growth
because we now have a scalable national business
platform and a modern distribution infrastructure
that supports all of our businesses and ensures
operating efficiency.
This year’s successful integration of the Safeway
operations to a common business platform marks
the completion of a significant milestone. Through
the Safeway integration and the system-wide
business process optimization and rationalization
initiative, we are achieving operational efficiencies
and cost synergies. The work continues to realize
even further benefits from an expanded, yet
streamlined network.
26
EMPIRE COMPANY LIMITED Empire is striving to be Canada’s Better Food
destination through a compelling and highly
differentiated food experience that helps Canadians
Eat Better, Feel Better and Do Better every day.
Our focus on delivering Better Food for All in our
full service stores under the Sobeys banner and
le plaisir de mieux manger in IGA stores in Québec
is striking a chord with consumers, due in large
part to our investments in our infrastructure and a
workforce that is knowledgeable, enthusiastic and
highly engaged. Plans are already underway to
expand our new concept Sobeys extra stores and
expanded brand positioning.
Strong leadership
Empire made significant progress in fiscal 2015
under the strong leadership of Marc Poulin.
Working as one team with a clear vision and
focus, management achieved a number of strategic
priorities that provide a strong foundation for
building our future growth.
The Board is also tasked with overseeing succession
planning and is confident that Empire has a strong
team in place to advance the strategy.
Committed to strong governance
The Board has also focused on its own skills and
has added more diversity over the past few years.
This year, we welcomed two new directors to the
Board to expand the unique mix of skills. Sue Lee
is a seasoned business executive with more
than 30 years experience in human resources,
compensation, communications and the energy
sector. Bill Linton brings more than 30 years of
business experience in telecommunications and
systems and finance.
We are also taking pause to extend our sincere
appreciation to three directors who are retiring
from the Board.
David Ferguson retired this month after nine years
of distinguished service. David joined the Sobeys
Board in 2006 and the Empire Board in 2007,
and currently serves as a member of the Human
Resources, Corporate Governance and Nominating
Committees. He brought extensive insights to
Canadian and international retailing as a former
President and CEO of Walmart Canada and
Walmart Europe.
David Sobey, Chair Emeritus of Sobeys Inc., and
Donald Sobey, Chair Emeritus of Empire Company
Limited, are retiring from the Board this year. Both
David and Donald have been directors of Empire
since 1963, and together with their late brother
Bill have been the driving force behind what we
have come to know as Empire Company Limited.
They have left a tremendous legacy in business,
education, the arts and broader community. On
behalf of the Board, I would like to extend our deep
gratitude and appreciation for their guidance and
wisdom over the many years. On a personal note,
I have known David and Donald and the Sobey
family for many years and would like to thank them
for their trust and support.
I would also like to thank the thousands of people
throughout Empire’s operations, franchisees and
affiliates for their extraordinary work over the past
year and their commitment to our future success.
Sincerely,
(signed) “Robert P. Dexter”
Robert P. Dexter
Chair
Empire Company Limited
June 24, 2015
27
2015 ANNUAL REPORT TRIBUTE
With sincere thanks
This year, Empire Company Limited pays distinct tribute to David Sobey, CM and
Donald Sobey, CM for their service to Empire Company Limited and Sobeys Inc.
With careers spanning childhood duties at their father’s
stores in Pictou County, Nova Scotia to their roles in Empire
and Sobeys, David and Donald exemplify the Sobey family’s
commitment to long-term growth. Through each of their
roles in management and in governance, David and Donald
have made enduring contributions to the stewardship of
Empire and Sobeys.
Their tenure has been marked by a legacy of long-term growth,
as well as an enduring belief in supporting communities through
personal and corporate philanthropy. Since 1963, David and
Donald have ensured that Empire has always remembered to
give back to the people and communities who have helped us
achieve our success.
As proud Atlantic Canadians, each of them has championed
access to post-secondary education for Atlantic Canadians and
they have personally touched the lives of countless individuals
through numerous commitments to communities across
their home region.
The Board, shareholders, employees, franchisees and affiliates
of Empire and Sobeys sincerely thank David and Donald for
their lifetime commitment to this business and to the communities
that have helped it to thrive.
28
EMPIRE COMPANY LIMITED Committed to strong stewardship
and the continued success of Empire
THE VALUE OF STRONG GOVERNANCE
Directors of Empire Company Limited as of June 24, 2015
Robert P. Dexter, Chair
Halifax, Nova Scotia
• Director since 1987
• Chair & Chief
Executive Officer of
Maritime Travel Inc.
Bonnie Brooks 3,5,7
Toronto, Ontario
• Director since 2012
• Vice Chairman of
Hudson’s Bay Company
Cynthia Devine 2,5,7
Toronto, Ontario
• Director since 2013
• Chief Financial Officer
of RioCan Real Estate
Investment Trust
David S. Ferguson 3,5,7
Atlanta, Georgia, U.S.A.
• Director since 2007
• Principal of
D.S. Ferguson
Enterprises, LLC
Sue Lee 3
Calgary, Alberta
• Director since 2014
• Corporate director
William Linton 1
Toronto, Ontario
• Director since 2015
• Corporate director
Kevin Lynch 3,6,8
Ottawa, Ontario
• Director since 2013
• Vice Chairman of
BMO Financial Group
Marc Poulin
Montréal, Québec
• Director since 2012
• President and Chief
Executive Officer of
Empire Company Limited
and Sobeys Inc.
Stephen J. Savidant 4,5,7
Calgary, Alberta
• Director since 2004
• Chair of the Board of
Enerflex Ltd.
David F. Sobey
New Glasgow,
Nova Scotia
• Director since 1963
• Chair Emeritus of
Sobeys Inc.
Donald R. Sobey
Pictou County,
Nova Scotia
• Director since 1963
• Chair Emeritus of
Empire Company
Limited
Frank C. Sobey 5
Pictou County,
Nova Scotia
• Director since 2007
• Chairman of
Crombie REIT
John R. Sobey 1
Pictou County,
Nova Scotia
• Director since 1979
• Corporate director
Karl R. Sobey 3
Halifax, Nova Scotia
• Director since 2001
• Corporate director
Paul D. Sobey 5
Pictou County,
Nova Scotia
• Director since 1993
• Corporate director
Robert G. C. Sobey 3,5
Stellarton, Nova Scotia
• Director since 1998
• Corporate director
Martine Turcotte 1,5,7
Verdun, Québec
• Director since 2012
• Vice Chair, Québec of
BCE Inc. and Bell Canada
Corporate Officers as of June 24, 2015
1 Audit Committee member
2 Audit Committee Chair
3 Human Resources
Committee member
4 Human Resources
Committee Chair
5 Corporate Governance
Committee member
6 Corporate Governance
Committee Chair
7 Nominating Committee member
8 Nominating Committee Chair
To learn more, please visit
www.empireco.ca/governance
Robert P. Dexter
Chair
Marc Poulin
President and Chief
Executive Officer
François Vimard
Chief Financial and
Administrative Officer
Clinton Keay
Executive Vice President,
Finance
Karin McCaskill
Senior Vice President,
General Counsel
and Secretary
L. Jane McDow
Assistant Secretary
29
2015 ANNUAL REPORT Management’s Discussion and Analysis
Table of Contents
Forward-Looking Information
Strategic Direction
Overview of the Business
Food Retailing
Investments and Other Operations
Discontinued Operations
Consolidated Operating Results
Outlook
Shareholder Return
Management’s Explanation of Consolidated
Operating Results
Sales
EBITDA
Operating Income
Finance Costs
Income Taxes
Net Earnings and Adjusted Net Earnings
from Continuing Operations
Net Earnings
Financial Performance by Segment
Food Retailing
Sales
Gross Profit
EBITDA
Operating Income
Net Earnings
Investments and Other Operations
Operating Income
Net Earnings
Quarterly Results of Operations
Results of Fourth Quarter Operations
Consolidated Operating Results
Sales
Gross Profit
EBITDA
Operating Income
Finance Costs
Income Taxes
Net Earnings and Adjusted Net Earnings
from Continuing Operations
Net Earnings
Liquidity and Capital Resources
Operations
Investment
Financing
Guarantees and Commitments
Guarantees
Commitments
Free Cash Flow
30
Consolidated Financial Condition
Capital Structure
Key Financial Condition Measures
Shareholders’ Equity
Financial Instruments
Business Acquisition
Canada Safeway Acquisition
Accounting Standards and Policies
Accounting Standards and Policies Adopted
During Fiscal 2015
Future Accounting Policies
Critical Accounting Estimates
Disclosure Controls and Procedures
Internal Control over Financial Reporting
Related Party Transactions
Key Management Personnel Compensation
Indemnities
Contingencies
Risk Management
Competition
Food Safety and Security
Human Resources
Operations
Technology
Information Management
Supply Chain
Product Costs
Economic Environment
Liquidity Risk
Interest Rate Fluctuation
Business Continuity
Insurance
Ethical Business Conduct
Environmental, Health and Safety
Occupational Health and Safety
Real Estate
Legal, Taxation and Accounting
Utility and Fuel Prices
Credit Rating
Foreign Currency
Capital Allocation
Seasonality
Foreign Operations
Drug Regulation
Pension Plans
Leverage Risk
Integration of the Combined Business
Employee Future Benefit Obligations
Subsequent Events
Designation for Eligible Dividends
Non-GAAP Financial Measures
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EMPIRE COMPANY LIMITED
management’s discussion and analysis The following is Management’s Discussion and Analysis (“MD&A”) of the consolidated financial results of Empire Company Limited
and its subsidiaries, including wholly-owned Sobeys Inc. (“Empire”, “Sobeys” or the “Company”) for the 13 and 52 weeks ended
May 2, 2015 compared to the 13 and 52 weeks ended May 3, 2014. It should be read in conjunction with the Company’s audited
consolidated financial statements and notes thereto for the 52 weeks ended May 2, 2015, compared to the 52 weeks ended May 3,
2014. Additional information about the Company, including the Company’s Annual Information Form, can be found on SEDAR at
www.sedar.com or on the Company’s website at www.empireco.ca.
The audited consolidated financial statements and the accompanying notes are prepared in accordance with International Financial
Reporting Standards (“IFRS” or “GAAP”) and are reported in Canadian dollars (“CAD”). These consolidated financial statements
include the accounts of Empire and its subsidiaries and structured entities (“SEs”) which the Company is required to consolidate.
The information contained in this MD&A is current to June 24, 2015, unless otherwise noted.
FORWARD-LOOKING INFORMATION
This discussion contains forward-looking statements which reflect management’s expectations regarding the Company’s
objectives, plans, goals, strategies, future growth, financial condition, results of operations, cash flows, performance, business
prospects and opportunities. Forward-looking statements are identified by words or phrases such as “anticipates”, “expects”,
“believes”, “estimates”, “intends”, “could”, “may”, “plans”, “predicts”, “projects”, “will”, “would”, “foresees” and other similar
expressions or the negative of these terms.
These forward-looking statements include the following items:
•
•
•
•
•
•
•
•
•
•
•
Continued realization of benefits from the Canada Safeway ULC (“Canada Safeway”) acquisition such as growth prospects,
benefits from economies of scale, future business strategy, and expectations regarding operations and strategic fit which
may be impacted by the ability of the Company to predict and adapt to changing consumer tastes, preferences and
spending patterns;
The Company’s expectation that its operational and capital structure is sufficient to meet its ongoing business requirements,
which could be impacted by a significant change in the current economic environment in Canada;
The Company’s belief that its cash and cash equivalents on hand, unutilized credit facilities and cash generated from operating
activities will enable the Company to fund future capital investments, pension plan contributions, working capital, current
funded debt obligations and ongoing business requirements, and its belief that it has sufficient funding in place to meet
these requirements and other short-term and long-term obligations, all of which could be impacted by changes in the
economic environment;
The Company’s expected contributions to its registered defined benefit plans, which could be impacted by fluctuations in
capital markets due to uncertainties;
The Company’s expected use and estimated fair values of financial instruments which could be impacted by, among other
things, changes in interest rates, foreign exchange rates and commodity prices;
The Company’s expectations relating to administrative and business rationalization initiatives which could be impacted by the
final scope and scale of these initiatives;
The Company’s 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;
Timing and value of expected synergies from the Canada Safeway acquisition, which may be impacted by a number of factors,
including the effectiveness of integration efforts;
The Company’s expectations regarding the value and timing of goodwill deductibility for income tax purposes, as it relates to
the Canada Safeway acquisition, which is subject to assessment by the Canada Revenue Agency (“CRA”);
The Company’s expectations regarding the cost savings related to the distribution centre restructuring, which could be
impacted by the number of closures and positions eliminated; and
The Company’s expectations regarding the cost savings related to the organizational realignment, which could be impacted by
the number of positions eliminated.
31
management’s discussion and analysis2015 ANNUAL REPORT These statements are based on management’s assumptions and beliefs in light of the information currently available to them. The
forward-looking information contained in this MD&A is presented for the purpose of assisting the Company’s security holders
in understanding its financial position and results of operations as at and for the periods ended on the dates presented and the
Company’s strategic priorities and objectives, and may not be appropriate for other purposes. 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 predictions, forecasts, expectations or conclusions will not prove to be accurate, that the Company’s
assumptions may not be correct and that the Company’s objectives, strategic goals and priorities will not be achieved. Although
the Company believes that the predictions, forecasts, expectations or conclusions reflected in the forward-looking information are
reasonable, it can give no assurance that such matters will prove to have been correct. Such forward-looking information is not fact
but only reflects management’s estimates and expectations.
These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially
from such statements. These factors include but are not limited to changes in general industry, market and economic conditions,
competition from existing and new competitors, energy prices, supply issues, inventory management, changes in demand due
to seasonality of the business, interest rates, changes in laws and regulations, operating efficiencies and cost saving initiatives.
In addition, 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 this MD&A.
Empire cautions that the list of factors is not exhaustive and other factors could also adversely affect its results. Readers are urged
to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not
to place undue reliance on such forward-looking information. Forward-looking statements do not take into account the effect of
transactions occurring after the statements have been made on the Company’s business. For example, dispositions, acquisitions,
asset write-downs or other changes announced or occurring after such statements are made may not be reflected in forward-
looking statements. The forward-looking information in this MD&A reflects the Company’s expectations as of June 24, 2015, 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.
STRATEGIC DIRECTION
Management’s primary objective is to maximize the long-term sustainable value of Empire through enhancing the worth of the
Company’s net assets. This is accomplished through direct ownership and equity participation in businesses that management
understands and believes to have the potential for long-term sustainable growth and profitability, principally food retailing and
related real estate.
The Company focuses on its core strengths in food retailing and related real estate by continuing to direct its energy and capital
towards growing long-term sustainable value through cash flow, income growth and cost reductions. While our core businesses
are well established and profitable in their own right, they also offer Empire geographical diversification across Canada, which is
considered by management to be a source of strength. Together, our core businesses reduce Empire’s overall risk and volatility,
thereby contributing to greater consistency in consolidated earnings growth over the long term. Going forward, the Company
intends to continue to direct its resources towards the most promising opportunities within these core businesses in order to
maximize long-term shareholder value.
In carrying out the Company’s strategic direction, management defines its role as having four fundamental responsibilities: first, to
support the development and execution of sound strategic plans for each of its operating companies; second, to regularly monitor
the development and the execution of business plans within each operating company; third, to ensure that Empire is well governed
as a public company; and fourth, to prudently manage its capital in order to augment the growth in its core operating businesses.
32
management’s discussion and analysisEMPIRE COMPANY LIMITED OVERVIEW OF THE BUSINESS
Empire’s key businesses are food retailing and related real estate. The Company’s financial results are segmented into two
separate reportable segments: (1) Food Retailing and (2) Investments and Other Operations.
With $23.9 billion in sales and $11.5 billion in assets, Empire and its subsidiaries, franchisees and affiliates employ approximately
125,000 people.
Food Retailing
Empire’s food retailing segment is carried out through its wholly-owned subsidiary, Sobeys Inc., which as of May 2, 2015,
conducted business through approximately 1,500 retail stores (corporate franchise, affiliate) as well as more than 350 retail fuel
locations, operating in every province and in over 900 communities across Canada.
Sobeys’ strategy is focused on delivering the best food shopping experience to its customers in the right-format, right-sized
stores, supported by superior customer service. Sobeys operates distinct store formats to better tailor its offering to the various
customer segments it serves and to satisfy its customers’ principal shopping requirements. Sobeys remains focused on improving
the product, service and merchandising offerings within each format by expanding and renovating its current store base, while
continuing to build new stores. The primary focus of these format development efforts are Sobeys’ eight major banners: Sobeys,
Sobeys extra, IGA, IGA extra, Safeway, Thrifty Foods, Foodland and FreshCo.
In fiscal 2014 Sobeys launched its Better Food for All movement to empower Canadians to Eat Better, Feel Better and Do Better
through a variety of better food experiences and as an advocate for better food education.
As part of this commitment, Sobeys Inc. launched the Better Food Fund (the “Fund”) in fiscal 2015. The Fund supports access to
and the advancement of better food through donations and partnerships with national and regional charities. The Fund’s areas
of focus are: food access through the support of food banks and breakfast programs; research on food-related health issues; and
food literacy through nutrition education and cooking skills programs in schools and communities.
The Company continued to execute a number of initiatives in support of this food-focused strategy including product and service
innovations, productivity initiatives and business process, supply chain and system upgrades.
During the 13 and 52 weeks ended May 2, 2015, Sobeys opened, relocated, acquired, expanded, rebannered, and/or redeveloped
the banners in 22 and 90 stores (2014 – 41 and 332). The decrease is primarily due to the Canada Safeway acquisition of 213 full
service grocery stores and 10 liquor stores which occurred in fiscal 2014, as further discussed in the “Significant Items” section of
this MD&A.
Significant Items
Divestiture of Manufacturing Facilities
On July 8, 2014, Sobeys announced that it entered into an agreement with Agropur Cooperative to sell four Safeway dairy
manufacturing facilities. In addition, long-term milk, yogurt and ice cream supply agreements came into effect upon transfer of
the facilities to Agropur Cooperative. During the year ended May 2, 2015, all of the facilities were sold and aggregate proceeds of
$344.2 million were attributed to the sales resulting in a gain of $27.0 million. All proceeds were used to repay bank borrowings.
On December 2, 2014, Sobeys entered into an agreement with Canada Bread Company, Limited to sell two bread manufacturing
facilities. During the fourth quarter of fiscal 2015, the two bread manufacturing facilities were sold for proceeds of $27.8 million,
resulting in a gain of $4.4 million.
Real Estate Divestitures
During the year ended May 2, 2015, Sobeys through its wholly-owned subsidiaries sold ten properties and leased back eight
properties from Crombie Real Estate Investment Trust (“Crombie REIT”). Cash consideration received for the properties sold was
$105.8 million, resulting in a pre-tax gain of $1.2 million, which has been recognized in the consolidated statements of earnings.
The majority of proceeds received were used to repay bank borrowings.
33
management’s discussion and analysis2015 ANNUAL REPORT On February 13, 2015, Sobeys sold and leased back 22 properties from Econo-Malls Holdings #19 Inc. (“Econo-Malls”).
Total proceeds from the transaction were $61.6 million resulting in a gain of $24.9 million. All proceeds were used to repay
bank borrowings.
Distribution Centre Restructuring
During fiscal 2015, Sobeys performed a critical review of its excess distribution centre capacity, which identified restructuring
opportunities that are expected to improve net earnings as a result of cost savings within its distribution network. For the 13 weeks
ended May 2, 2015, the Company recognized $53.4 million in restructuring costs associated with this initiative. The restructuring
costs included $27.7 million for severance, $15.7 million in onerous leases, write downs of $9.7 million to property and equipment
and intangible assets, $2.5 million in other restructuring expenses and a $2.2 million reversal of straight-line lease provisions.
Subsequent to May 2, 2015, Sobeys made a successful bid to purchase a former Target Canada Co. warehouse in Rocky View,
Alberta for $50.0 million. The facility will be retro-fitted for automation and when renovations are complete, it will have the capacity
to efficiently distribute dry grocery to stores in Alberta, Saskatchewan and part of Manitoba.
Co-op Atlantic Acquisition
Subsequent to the close of the fourth quarter, on May 12, 2015, an agreement for Sobeys to purchase certain assets and select
liabilities of Co-op Atlantic’s food and fuel business for $24.5 million plus standard working capital adjustments and holdbacks was
approved by Co-op Atlantic’s member-owners. The agreement provides for the purchase of five full service grocery stores, five
fuel stations (two co-located with grocery stores), other real estate assets, and other assets and select liabilities. On June 12, 2015,
regulatory clearance was obtained from the Competition Bureau and the transaction closed effective June 21, 2015.
Canada Safeway Acquisition
On June 12, 2013, Sobeys entered into an Asset Purchase Agreement with Safeway Inc. and its subsidiaries to acquire substantially
all of the assets and select liabilities of Canada Safeway for a cash purchase price of $5.8 billion, subject to a working capital
adjustment. The agreement provided for the purchase of 213 full service grocery stores under the Safeway banner in Western
Canada, 200 in-store pharmacies, 62 co-located fuel stations, 10 liquor stores, 4 primary distribution centres and 12 manufacturing
facilities plus the assumption of certain liabilities. The Canada Safeway acquisition closed effective November 3, 2013.
Acquisition costs of $1.3 million and $3.8 million (2014 – $3.2 million and $97.8 million) relating to external legal, consulting, due
diligence, financial advisory and other closing costs incurred during the 13 and 52 weeks ended May 2, 2015 have been included
in selling and administrative expenses in the consolidated statements of earnings.
Business Process
Following the close of the Canada Safeway acquisition, the Company began the process of integrating the acquired business
with the Company’s current operations. For the 13 and 52 weeks ended May 2, 2015, the Company recorded pre-tax integration
costs of $11.3 million and $39.4 million (2014 – $8.0 million and $10.6 million), which have been included in selling and
administrative expenses in the consolidated statement of earnings. In addition, Sobeys recognized synergies of $145.0 million
(2014 – $29.3 million) associated with the acquisition during fiscal 2015.
During the fourth quarter of fiscal 2015, Sobeys completed a review of its business support network, which identified restructuring
opportunities. This organizational realignment will strengthen the business support network and is expected to improve net
earnings as a result of cost savings and maximize the efficiency of the network. For the 13 weeks ended May 2, 2015, Sobeys
recognized $49.6 million in severance costs associated with the organizational realignment.
During the year, all retail stores and distribution centres have been converted to Sobeys based systems. In the fourth quarter,
Sobeys converted the remaining legacy Safeway systems to the Sobeys SAP functionality which completes the technical integration
phase of the Canada Safeway acquisition.
34
management’s discussion and analysisEMPIRE COMPANY LIMITED Competition Bureau Imposed Divestitures
As a condition of the regulatory clearance from the Competition Bureau for Sobeys’ acquisition of substantially all of the assets and
select liabilities of Canada Safeway, the Company was required to divest 23 retail stores. On February 13, 2014, Sobeys announced
that it entered into binding purchase agreements with Overwaitea Food Group LP and Federated Co-operatives Limited to
purchase 22 of the 23 retail stores that were required to be divested as a result of the Canada Safeway acquisition. In addition to
the required divestitures, the Company agreed to sell an additional seven stores in British Columbia comprised of both Safeway
and Sobeys locations. Sobeys also signed a binding purchase agreement with another retailer for the sale of one retail store which
was also required to be divested as part of the Canada Safeway acquisition. The purchase agreements all received approval from
the Competition Bureau.
During fiscal 2014, the Company divested 19 of the retail stores for cash proceeds of $337.7 million. The remaining 11 retail
stores were divested during the first quarter of fiscal 2015 for cash proceeds of $111.3 million. All proceeds were used to
repay bank borrowings.
Retail Store Network Rationalization
During the fourth quarter of fiscal 2014, Sobeys completed a detailed 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. Based on this detailed review, Sobeys 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, were to 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 on an annual basis. As of May 2, 2015,
42 retail stores, representing approximately 1.3 million square feet, have been closed.
The rationalization and restructuring costs associated with these store closures amounted to $169.8 million and were included
in selling and administrative expenses for the fourth quarter ended May 3, 2014. This expense consisted 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.
During fiscal 2015, the Company reversed its decision regarding two stores that were previously identified for closure and also
reviewed outstanding provisions on severance. As a result, $17.4 million in restructuring costs were reversed.
During the 13 and 52 weeks ended May 2, 2015, $1.0 million and $4.4 million (2014 – $ nil and $ nil) in financing costs, after tax,
were incurred in relation to the network rationalization.
Investments and Other Operations
Empire’s investments and other operations segment includes its equity investments in real estate, which are focused on:
(i) the ownership of income-producing retail, office and mixed-use properties through an equity accounted ownership interest in
Crombie REIT and (ii) residential land development principally in select communities in Ontario, Western Canada and the United
States through its investments in Genstar.
Empire’s investments and other operations segment, as of May 2, 2015 specifically included:
1. A 41.5 percent (40.2 percent fully diluted) equity accounted interest in Crombie REIT, an open-ended Canadian real estate
investment trust. Crombie REIT currently owns a portfolio of 255 retail and office properties across Canada, comprising
approximately 17.4 million square feet with a strategy to own and operate a portfolio of high quality grocery and drug store
anchored shopping centres and freestanding stores primarily in Canada’s top 36 markets; and
2. A 40.7 percent equity accounted interest in Genstar Development Partnership, a 48.6 percent equity accounted interest in
Genstar Development Partnership II, a 42.1 percent equity accounted interest in each of GDC Investments 4, L.P. and GDC
Investments 6, L.P., a 45.8 percent equity accounted interest in GDC Investments 7, L.P., a 43.7 percent equity accounted
interest in GDC Investments 8, L.P., and a 49.0 percent equity accounted interest in The Fraipont Partnership (collectively
referred to as “Genstar”).
35
management’s discussion and analysis2015 ANNUAL REPORT DISCONTINUED OPERATIONS
On June 27, 2013, the Company announced that it had reached a definitive agreement with Cineplex Inc. for the sale of 24 theatres
and 170 screens in Atlantic Canada and 2 theatres with 48 screens in Ontario. The Company had also reached a separate definitive
agreement with Landmark Cinemas for the sale of 20 theatres and 179 screens in Ontario and Western Canada. 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. The aggregate gross purchase price paid to Empire Theatres in the two transactions
was approximately $259.2 million in cash.
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 consolidated statements of earnings for the 52 weeks
ended May 3, 2014. Discontinued operations are discussed and referenced throughout this MD&A. Please refer to Note 22 of the
audited annual consolidated financial statements for the 52 weeks ended May 2, 2015 for greater detail on the operating results
from discontinued operations.
CONSOLIDATED OPERATING RESULTS
Fiscal 2015 Highlights
• Sales of $23,928.8 million, up $2,971.0 million or 14.2 percent from fiscal 2014.
•
•
•
•
Sobeys’ same-store sales(1) increased 1.4 percent from the same period last year. Excluding the negative impact of oil prices on
fuel sales, same-store sales would have increased by 1.9 percent.
Net earnings from continuing operations, net of non-controlling interest, of $419.0 million ($4.54 per diluted share) compared to
$151.0 million ($1.88 per diluted share) last year.
Adjusted net earnings, net of non-controlling interest, of $518.9 million ($5.62 per diluted share) compared to $391.4 million
($4.88 per diluted share) last year.
Opened, relocated or acquired 67 corporate and franchised stores, expanded 9 stores, rebannered/redeveloped 14 stores,
divested 11 stores imposed by the Competition Bureau, closed 42 stores as a result of the network rationalization and 30 stores
in the normal course of operations.
• Free cash flow(1) of $1,444.5 million versus $875.3 million in fiscal 2014.
• Annual dividend per Non-Voting Class A and Class B common share increased to $1.08 from $1.04 last year.
36
management’s discussion and analysisEMPIRE COMPANY LIMITED The following table is a summary of selected financial information from the Company’s audited annual consolidated financial
statements for the 52 weeks ended May 2, 2015 compared to the 52 weeks ended May 3, 2014 and May 4, 2013.
($ in millions, except per share amounts)
Sales
EBITDA(1)
Adjusted EBITDA(1)
Operating income(1)
Finance costs, net
Income taxes
Net earnings from
continuing operations(4)
Net earnings from
discontinued operations
Net earnings(4)
Adjusted net earnings
from continuing operations(1)(4)
Basic earnings per share
Net earnings from
continuing operations(4)
Net earnings from
discontinued operations
Net earnings(4)
Adjusted net earnings from
continuing operations(1)(4)
Basic weighted average number
of shares outstanding (in millions)
Diluted earnings per share
Net earnings from
continuing operations(4)
Net earnings from
discontinued operations
Net earnings(4)
Adjusted net earnings from
continuing operations(1)(4)
Diluted weighted average number
of shares outstanding (in millions)
Dividend per share
52 Weeks Ended
May 2, 2015
$ 23,928.8
1,226.1
1,327.9
743.6
156.3
150.4
% of Sales
100.00%
5.12%
5.55%
3.11%
0.65%
0.63%
May 3, 2014(2)
May 4, 2013(2)(3)
$ 20,957.8
755.3
1,055.6
328.5
133.2
36.3
% of Sales
100.00%
3.60%
5.04%
1.57%
0.64%
0.17%
$ 17,343.9
918.1
942.9
573.2
55.4
136.4
% of Sales
100.00%
5.29%
5.44%
3.30%
0.32%
0.79%
419.0
1.75%
151.0
0.72%
372.3
2.15%
–
419.0
–
1.75%
84.4
235.4
0.40%
1.12%
7.2
379.5
0.04%
2.19%
518.9
2.17%
391.4
1.87%
390.7
2.25%
$
$
$
$
$
$
$
$
$
4.54
–
4.54
5.62
92.3
4.54
–
4.54
5.62
92.4
1.08
$
$
$
$
$
$
$
$
$
1.89
1.05
2.94
4.89
80.0
1.88
1.05
2.93
4.88
80.2
1.04
$
$
$
$
$
$
$
$
$
5.48
0.11
5.59
5.75
67.9
5.47
0.11
5.58
5.74
68.1
0.96
(1) See “Non-GAAP Financial Measures” section of this MD&A.
(2) Amounts have been reclassified to correspond to the current period presentation on the consolidated statement of earnings.
(3) Amounts have been restated as a result of a change in accounting policy and reclassification of discontinued operations.
(4) Net of non-controlling interest.
37
management’s discussion and analysis2015 ANNUAL REPORT
OUTLOOK
Empire maximizes value by supporting Sobeys’ purpose to help Canadians Eat Better, Feel Better and Do Better while also
strengthening our related real estate investments.
Management is clearly focused on directing its energy and capital towards growing the long-term sustainable value of its food
retailing and related real estate. In doing so, we remain committed to supporting Sobeys in its goal to be widely recognized as a
champion in the better food movement and the best workplace environment in Canada and capitalizing on opportunities afforded
as a result of the existing strong relationships between our food retailing and our real estate businesses. Management is committed
to the continued strengthening of our financial condition through the prudent management of working capital and free cash flow in
each operating company.
Food Retailing
Sobeys will continue to invest in infrastructure and productivity improvements in a manner consistent with its expressed intention
to build a healthy and sustainable retail business and infrastructure for the long term. This includes continuing to build a strong
management team while improving the customers’ in-store experience and our productivity.
Sobeys also plans to focus on its workforce management and in-store programs in fiscal 2016 to further improve store productivity.
These key customer driven initiatives will assist Sobeys’ retail store network in delivering the best food shopping experience,
building on the strong foundation that has already been put in place.
Investments and Other Operations
Empire remains committed to its investment in Crombie REIT. We are confident that the strength of Sobeys’ relationship with
Crombie REIT, combined with our strict investment discipline, will prove to be a sustainable competitive advantage and positively
correlate to the enhancement of Empire’s shareholder value.
Empire expects to continue to benefit from the distinguishing advantage inherent in Sobeys’ real estate development operations,
whereby it provides robust in-house expertise in the selection and development of commercial locations, which will be offered for
sale to Crombie REIT.
SHAREHOLDER RETURN
The Company delivered a total shareholder return of 29.1 percent in fiscal 2015, as outlined in the following table. The compound
annual return on the Company’s shares over the past five years has averaged 12.2 percent and over the past ten years has averaged
10.7 percent. This compares to the compound annual return of the S&P/TSX Composite Index over the past five and ten years of
7.7 percent and 7.8 percent, respectively.
In fiscal 2015, the Company increased its dividend by 3.8 percent to $1.08 per share. On June 24, 2015, the Board approved a
further dividend increase of 11.1 percent to $0.30 per share quarterly, which amounts to $1.20 per share on an annualized basis.
This marks the twentieth consecutive year of Empire dividend increases. Empire’s dividends are declared quarterly at the discretion
of the Board.
The following table outlines Empire’s total annual shareholder return for the five most recent fiscal years.
For the fiscal year ended:
May 2, 2015
May 3, 2014
May 4, 2013
May 5, 2012
May 7, 2011
5-Year CAGR(1)
Closing market price per share
Dividend paid per share
Dividend yield on prior
year closing price
Increase in closing share price
Total annual shareholder return(2)
$
$
87.45
1.08
$
$
68.63
1.04
$
$
68.58
0.96
$
$
57.62
0.90
$
$
54.14
0.80
10.5%
7.9%
1.6%
27.4%
29.1%
1.5%
0.1%
1.5%
1.7%
19.0%
21.0%
1.7%
6.4%
8.1%
1.5%
2.2%
3.7%
12.2%
(1) Compound annual growth rate (“CAGR”).
(2) Total annual shareholder return assumes reinvestment of quarterly dividends, and therefore may not equal the sum of dividend and share price returns in
the table.
38
management’s discussion and analysisEMPIRE COMPANY LIMITED
MANAGEMENT’S EXPLANATION OF CONSOLIDATED OPERATING RESULTS
The following is a review of the Company’s consolidated financial performance for the 52 weeks ended May 2, 2015 compared to
the 52 weeks ended May 3, 2014.
The financial performance of each of the Company’s segments (food retailing and investments and other operations) is discussed
in detail in the section entitled “Financial Performance by Segment” of this MD&A.
Sales
Consolidated sales for fiscal 2015 were $23,928.8 million compared to $20,957.8 million in fiscal 2014, an increase of $2,971.0 million
or 14.2 percent. The increase in sales was primarily the result of sales from Safeway operations and food inflation, slightly offset by
retail store divestures, store closures associated with the network rationalization and the decline in oil prices impacting fuel sales in
the food retailing segment during the third and fourth quarters in the current year. During fiscal 2015, same-store sales in the food
retailing segment increased 1.4 percent from the same period last year. Excluding the negative impact of oil prices on fuel sales,
same-store sales would have increased by 1.9 percent.
The table below presents Empire’s segmented and consolidated sales for the 52 weeks ended May 2, 2015 relative to the 52 weeks
ended May 3, 2014.
($ in millions)
Segmented sales
Food retailing
Investments and other operations
Elimination of sales to discontinued operations
52 Weeks Ended
May 2, 2015
May 3, 2014(1)
($) Change
(%) Change
$ 23,928.8
–
23,928.8
–
$ 20,961.5
3.4
$
20,964.9
(7.1)
2,967.3
(3.4)
2,963.9
7.1
14.2%
14.1%
Empire’s consolidated sales
$ 23,928.8
$ 20,957.8
$
2,971.0
14.2%
(1) Amounts have been reclassified to correspond to the current presentation on the consolidated statement of earnings.
EBITDA
Consolidated EBITDA for the 52 weeks ended May 2, 2015 was $1,226.1 million compared to $755.3 million last year, an increase of
$470.8 million or 62.3 percent. EBITDA margin increased to 5.12 percent in fiscal 2015 from 3.60 percent in fiscal 2014. The increase
in EBITDA is largely attributed to Safeway operations, reduced transaction costs associated with the Canada Safeway acquisition,
a reduction of network rationalization costs and a gain on the disposal of manufacturing facilities. This increase was offset by costs
associated with the distribution centre restructuring and organizational realignment.
39
management’s discussion and analysis2015 ANNUAL REPORT
The following table adjusts the Company’s EBITDA for items which are considered not indicative of underlying business
operating performance.
($ in millions)
EBITDA(1) (consolidated)
Adjustments:
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
Gain on disposal of manufacturing facilities
Network rationalization (reversals)
Transaction costs associated with the Canada Safeway acquisition
Plant closure
Non-operating charge from equity accounted investment(2)
52 Weeks Ended
May 2, 2015
May 3, 2014
$ 1,226.1
$
755.3
53.4
49.6
30.5
(19.1)
(17.4)
3.8
1.0
–
101.8
–
12.1
17.1
–
169.8
97.8
1.0
2.5
300.3
Adjusted EBITDA (consolidated)
$ 1,327.9
$
1,055.6
(1) EBITDA generated from Empire Theatres has been recorded in discontinued operations for fiscal 2014.
(2) Equity earnings from Crombie REIT for the 52 weeks ended May 3, 2014 included a non-recurring cost of $2.5 million related to arranging financing on the
70 properties acquired by Crombie REIT as part of the Canada Safeway acquisition.
After adjusting for items which are considered not indicative of underlying business operating performance, consolidated adjusted
EBITDA for fiscal 2015 was $1,327.9 million compared to $1,055.6 million last year, an increase of $272.3 million or 25.8 percent.
Adjusted EBITDA margin was 5.55 percent at the end of fiscal 2015 compared to 5.04 percent in fiscal 2014.
Operating Income
For the 52 weeks ended May 2, 2015, operating income increased $415.1 million or 126.4 percent to $743.6 million from
$328.5 million reported last year. Operating income increased primarily due to Safeway operations and the factors noted in the
sales and EBITDA sections above, partially offset by increased depreciation and amortization expenses related to the Canada
Safeway acquisition.
Finance Costs
During fiscal 2015, finance costs, net of finance income, increased $23.1 million to $156.3 million compared to $133.2 million during
the same period last year. This increase is mainly due to the Canada Safeway acquisition which resulted in higher debt levels, on
average, throughout fiscal 2015 compared to the prior year. Please refer to the “Consolidated Financial Condition” section of this
MD&A for further details on debt arrangements.
Interest coverage(1) increased to 5.4 times from 2.5 times for the same period last year, as a result of increased operating income
due to the factors discussed in the above sections.
(1) See “Non-GAAP Financial Measures” section of this MD&A.
Income Taxes
The Company’s effective income tax rate on continuing operations for the 52 weeks ended May 2, 2015 was 25.6 percent
compared to 18.6 percent in fiscal 2014. The increase in the effective tax rate is primarily attributed to a partial re-measurement
of the Company’s deferred income tax provision completed in the prior period offset with a reduction in partial non-deductible
acquisition costs attributed to the Canada Safeway acquisition.
40
management’s discussion and analysisEMPIRE COMPANY LIMITED
Net Earnings and Adjusted Net Earnings from Continuing Operations
Consolidated net earnings from continuing operations, net of non-controlling interest, for the 52 weeks ended May 2, 2015
equaled $419.0 million ($4.54 per diluted share) compared to $151.0 million ($1.88 per diluted share) reported last year.
The table below adjusts net earnings from continuing operations, net of non-controlling interest, for items which are considered
not indicative of underlying business operating performance.
($ in millions, except per share amounts, net of tax)
Net earnings from continuing operations by segment(1):
Food retailing
Investments and other operations
Net earnings from continuing operations(1)
EPS(2) from continuing operations (fully diluted)(3)
Adjustments(4):
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
Intangible amortization associated with the Canada Safeway acquisition
Gain on disposal of manufacturing facilities
Network rationalization (reversals)
Finance costs associated with the network rationalization
Transaction costs associated with the Canada Safeway acquisition
Plant closure
Finance costs associated with the Canada Safeway acquisition
Non-operating charge from equity accounted investment(5)
Adjusted net earnings from continuing operations(1)
Adjusted net earnings from continuing operations by segment(1):
Food retailing
Investments and other operations
Adjusted net earnings from continuing operations(1)
Adjusted EPS(2) from continuing operations (fully diluted)(3)
52 Weeks Ended
May 2, 2015
May 3, 2014
$
$
$
$
$
$
$
343.5
75.5
419.0
4.54
39.1
36.2
23.0
20.5
(14.1)
(12.7)
4.4
2.8
0.7
–
–
99.9
518.9
443.4
75.5
518.9
5.62
$
$
$
$
$
$
$
121.8
29.2
151.0
1.88
–
8.5
12.7
10.2
–
123.8
–
76.0
0.8
6.6
1.8
240.4
391.4
354.1
37.3
391.4
4.88
(1) Net of non-controlling interest.
(2) Earnings per share (“EPS”).
(3) Empire had a weighted average number of shares outstanding (fully diluted) of 92.4 million in fiscal 2015, compared to 80.2 million in fiscal 2014.
(4) All adjustments are net of income taxes.
(5) 52 weeks ended May 3, 2014 included a non-recurring cost of $1.8 million, net of tax, related to arranging financing on the 70 properties acquired by
Crombie REIT as part of the Canada Safeway acquisition.
41
management’s discussion and analysis2015 ANNUAL REPORT
Net Earnings
The following table reconciles Empire’s segmented net earnings from continuing operations, net of non-controlling interest, to net
earnings, net of non-controlling interest, for 52 weeks ended May 2, 2015 compared to the 52 weeks ended May 3, 2014.
($ in millions, except per share amounts, net of tax)
Net earnings from continuing operations(1)
Net earnings from discontinued operations
Net earnings(1)
Net earnings by segment(1):
Food retailing
Investments and other operations
Net earnings(1)
EPS (fully diluted)(2)
52 Weeks Ended
($)
May 2, 2015
May 3, 2014
Change
$
$
$
$
$
419.0
–
419.0
343.5
75.5
419.0
4.54
$
$
$
$
$
151.0
84.4
235.4
121.8
113.6
235.4
2.93
$
$
$
$
$
268.0
(84.4)
183.6
221.7
(38.1)
183.6
1.61
(1) Net of non-controlling interest.
(2) Empire had a weighted average number of shares outstanding (fully diluted) of 92.4 million compared to 80.2 million in fiscal 2014.
Net earnings from discontinued operations for the 52 weeks ended May 2, 2015 equaled $ nil ($ nil per diluted share) compared to
$84.4 million ($1.05 per diluted share) reported last year.
FINANCIAL PERFORMANCE BY SEGMENT
Food Retailing
The following is a review of Empire’s food retailing segment’s financial performance for the 52 weeks ended May 2, 2015 compared
to the 52 weeks ended May 3, 2014.
The table below summarizes Sobeys’ contribution to Empire’s consolidated sales, gross profit, EBITDA, adjusted EBITDA,
operating income, net earnings, net of non-controlling interest, and adjusted net earnings, net of non-controlling interest.
($ in millions)
Sales
Gross profit
EBITDA
Adjusted EBITDA
Operating income
Net earnings(4)
Adjusted net earnings(4)
May 2, 2015
52 Weeks Ended(1)
May 3, 2014(2)
May 4, 2013(2)(3)
$ 23,928.8
5,962.5
1,121.9
1,223.7
639.9
343.5
443.4
% of Sales
100.0%
24.92%
4.69%
5.11%
2.67%
1.44%
1.85%
$ 20,961.5
5,016.1
717.9
1,006.6
291.6
121.8
354.1
% of Sales
100.00%
23.93%
3.42%
4.80%
1.39%
0.58%
1.69%
$ 17,345.8
4,013.1
858.6
875.1
514.4
334.2
346.7
% of Sales
100.00%
23.14%
4.95%
5.05%
2.97%
1.93%
2.00%
(1) Net of consolidation adjustments which include a purchase price allocation from the privatization of Sobeys.
(2) Amounts have been reclassified to correspond to the current presentation on the consolidated statement of earnings.
(3) Amounts have been restated as a result of a change in accounting policy.
(4) Net of non-controlling interest.
42
management’s discussion and analysisEMPIRE COMPANY LIMITED
To assess its financial performance and condition, Sobeys’ management monitors a set of financial measures which evaluate sales
growth, profitability and financial condition. The primary financial performance and condition measures reported by Sobeys are set
out below.
($ in millions)
Sales growth
Same store sales growth
Return on equity(3)
Funded debt to total capital(3)
Funded debt to EBITDA(3)
Property, equipment and investment property purchases(4)
52 Weeks Ended
May 2, 2015
May 3, 2014(1)
May 4, 2013(2)
14.2%
1.4%
7.1%
31.6%
2.0x
497.2
$
20.8%
0.0%
3.1%
41.7%
4.7x
553.8
8.3%
1.3%
12.6%
20.9%
0.9x
508.1
$
$
(1) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of this MD&A.
(2) Amounts have been restated as a result of a change in accounting policy.
(3) See “Non-GAAP Financial Measures” section of this MD&A.
(4) This amount reflects the property, equipment and investment property purchases by Sobeys, excluding amounts purchased from the Company and its
wholly-owned subsidiaries.
Sales
In fiscal 2015, Sobeys reported sales of $23,928.8 million, an increase of $2,967.3 million or 14.2 percent, from $20,961.5 million
recorded in fiscal 2014. The increase was primarily the result of sales from Safeway operations and food inflation, slightly offset by
retail store divestures, store closures associated with the network rationalization and the decline in oil prices impacting fuel sales
during the third and fourth quarters in the current year. During fiscal 2015, same-store sales increased 1.4 percent from the same
period last year. Excluding the negative impact of oil prices on fuel sales, same-store sales would have increased by 1.9 percent.
Gross Profit
Gross profit for the 52 weeks ended May 2, 2015, was $5,962.5 million, an increase of $946.4 million or 18.9 percent compared
to $5,016.1 million for the same period in the prior year. For the year ended May 2, 2015, gross margin increased 99 basis points
to 24.92 percent compared to 23.93 for the year ended May 3, 2014. The increase in gross profit is mainly the result of Safeway
operations combined with synergies realized during the fiscal year relating to the Canada Safeway acquisition and new retail
selling square footage, which was partially offset, as expected, by the store divestitures, network rationalization and a one-time
inventory adjustment.
Overall gross profit and gross margin were impacted during the 52 weeks ended May 2, 2015 by the following factors:
(i) The Canada Safeway acquisition, store divestitures, network rationalization and related synergies;
(ii) Inflation;
(iii) Inventory adjustment due to revising certain estimates and assumptions in the determination of cost of retail inventories;
(iv) Continued competitive intensity; and
(v) A weaker CAD relative to the United States dollar (“USD”) which affected the CAD cost of USD purchases.
For the 52 weeks ended May 2, 2015, the decline in the price of oil, which had an impact on fuel sales, did not have a material
impact on gross profit.
43
management’s discussion and analysis2015 ANNUAL REPORT
EBITDA
EBITDA for the 52 weeks ended May 2, 2015 was $1,121.9 million, an increase of $404.0 million or 56.3 percent compared to
$717.9 million for the same period last year. The increase in EBITDA is largely attributed to Safeway operations, reduced transaction
costs associated with the Canada Safeway acquisition, a reduction of network rationalization costs and a gain on the disposal of
manufacturing facilities. This increase was offset by costs associated with the distribution centre restructuring and organizational
realignment. These combined with the factors affecting sales and gross profit, as previously mentioned, had a net positive effect
on EBITDA in the current period.
Sobeys’ contributed EBITDA margin for the 52 weeks ended May 2, 2015 increased 127 basis points to 4.69 percent from
3.42 percent. Excluding items which are considered not indicative of underlying business operating performance as summarized
in the following table, adjusted EBITDA for the 52 weeks ended May 2, 2015 and May 3, 2014 was $1,223.7 million and
$1,006.6 million, respectively. Adjusted EBITDA margin for the 52 weeks ended May 2, 2015 was 5.11 percent, an increase of
31 basis points over the same period last year.
The following table adjusts Sobeys’ contributed EBITDA for items which are considered not indicative of underlying business
operating performance.
($ in millions)
EBITDA (contributed by Sobeys)
Adjustments:
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
Gain on disposal of manufacturing facilities
Network rationalization (reversals)
Transaction costs associated with the Canada Safeway acquisition
Plant closure
Adjusted EBITDA
Operating Income
52 Weeks Ended
May 2, 2015
May 3, 2014
$ 1,121.9
$
717.9
53.4
49.6
30.5
(19.1)
(17.4)
3.8
1.0
101.8
–
3.0
17.1
–
169.8
97.8
1.0
288.7
$ 1,223.7
$
1,006.6
For the 52 weeks ended May 2, 2015, Sobeys’ contribution to operating income increased $348.3 million or 119.4 percent, to
$639.9 million from $291.6 million reported in the same period last year. Operating income increased primarily due to Safeway
operations and the factors noted in the sales and EBITDA sections above, partially offset by increased depreciation and
amortization expenses related to the Canada Safeway acquisition.
Net Earnings
Sobeys contributed net earnings, net of non-controlling interest, for the 52 weeks ended May 2, 2015 were $343.5 million, an
increase of $221.7 million over the same period last year. This increase is mainly due to Safeway operations, synergies realized,
reduced costs associated with the network rationalization and reduced transaction costs, offset by increases in costs associated
with the distribution centre restructuring and organizational realignment. Adjusted net earnings for the current fiscal year were
$443.4 million, or $89.3 million higher than the same period last year.
44
management’s discussion and analysisEMPIRE COMPANY LIMITED
The following table adjusts Sobeys’ contributed net earnings, net of non-controlling interest, for items which are considered not
indicative of underlying business operating performance.
($ in millions)
Net earnings (contributed by Sobeys)(1)
Adjustments(2):
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
Intangible amortization associated with the Canada Safeway acquisition
Gain on disposal of manufacturing facilities
Network rationalization (reversals)
Finance costs associated with the network rationalization
Transaction costs associated with the Canada Safeway acquisition
Plant closure
Finance costs associated with the Canada Safeway acquisition
Adjusted net earnings(1)
(1) Net of non-controlling interest.
(2) All adjustments are net of income taxes.
Investments and Other Operations
52 Weeks Ended
May 2, 2015
May 3, 2014
$
343.5
$
121.8
39.1
36.2
23.0
20.5
(14.1)
(12.7)
4.4
2.8
0.7
–
99.9
$
443.4
$
–
2.2
12.7
10.2
–
123.8
–
76.0
0.8
6.6
232.3
354.1
The table below presents sales, EBITDA, operating income (loss), net earnings from continuing operations, net earnings from
discontinued operations, and net earnings, for the investments and other operations segment.
($ in millions)
Sales(1)
EBITDA(1)
Operating income (loss)
Crombie REIT(2)(3)
Real estate partnerships(4)
Other operations, net of corporate expenses(1)(5)
Net earnings from continuing operations
Net earnings from discontinued operations
Net earnings
52 Weeks Ended
($)
May 2, 2015
May 3, 2014
Change
$
–
104.2
$
$
3.4
37.4
30.6
54.7
18.4
103.7
75.5
–
75.5
19.2
30.4
(12.7)
36.9
29.2
84.4
113.6
(3.4)
66.8
11.4
24.3
31.1
66.8
46.3
(84.4)
(38.1)
(1) Results generated from Empire Theatres have been recorded in discontinued operations for fiscal 2014.
(2) 41.5 percent equity accounted interest in Crombie REIT (May 3, 2014 – 41.6 percent interest).
(3) Equity earnings from Crombie REIT for the 52 weeks ended May 3, 2014 included a non-recurring cost of $2.5 million related to arranging financing on the
70 properties acquired by Crombie REIT as part of the Canada Safeway acquisition.
(4) Interests in Genstar.
(5) 52 weeks ended May 3, 2014 included organizational realignment and restructuring costs of $9.1 million.
45
management’s discussion and analysis2015 ANNUAL REPORT
At May 2, 2015, Empire’s investment portfolio, including equity accounted investments in Crombie REIT and Genstar, consisted of:
($ in millions)
Fair Value
Carrying Value Unrealized Gain
Fair Value
Carrying Value
Unrealized Gain
May 2, 2015
May 3, 2014
Investment in associates
Crombie REIT
Canadian real estate partnerships(1)
U.S. real estate partnerships(1)
Investment in joint ventures
Canadian Digital
Cinema Partnership(1)
(1) Assumes fair value equals carrying value.
$
$
724.3
143.4
59.3
$
365.6
143.4
59.3
$
358.7
–
–
$
682.9
143.7
67.3
333.5
143.7
67.3
$
349.4
–
–
9.5
9.5
–
9.7
9.7
–
$
936.5
$
577.8
$
358.7
$
903.6
$
554.2
$
349.4
In fiscal 2015, Crombie REIT’s market capitalization surpassed $1,746.0 million with Empire’s investment carrying a fair value of
$724.3 million.
Operating Income
For the 52 weeks ended May 2, 2015, investments and other operations reported operating income of $103.7 million compared
to $36.9 million in the same period last year, an increase of $66.8 million.
The contributors to operating income in fiscal 2015 were as follows:
•
•
•
Equity accounted earnings from the Company’s investment in Crombie REIT were $30.6 million for the 52 weeks ended
May 2, 2015, up $11.4 million from the $19.2 million recorded in the same period last year. This was driven primarily by gains
on property sales and improved year-over-year operating results.
Equity accounted earnings from the Company’s investments in real estate partnerships (Genstar) were $54.7 million in the
52 weeks ended May 2, 2015, an increase of $24.3 million compared to $30.4 million recorded in the same period last year,
primarily as a result of stronger lot and housing sales.
Other operations, net of corporate expenses, contributed operating income of $18.4 million in the 52 weeks ended May 2,
2015, an improvement of $31.1 million from the $(12.7) million loss recorded in the same period last year. The improvement can
be attributed to organizational realignment and restructuring costs of $ nil in the current year compared to costs incurred of
$9.1 million in the prior year combined with the reversal of deferred gains on properties sold by Crombie REIT.
Net Earnings
For the 52 weeks ended May 2, 2015, investments and other operations contributed $75.5 million to Empire’s consolidated net
earnings compared to $113.6 million in the same period last year. The $38.1 million decline is attributed to a decrease in net
earnings from discontinued operations of $84.4 million and is partially offset by an increase in net earnings from continuing
operations of $46.3 million. The $84.4 million decrease in net earnings from discontinued operations is primarily attributed to
a $104.2 million gain on disposal of assets relating to the sale of Empire Theatres in fiscal 2014.
46
management’s discussion and analysisEMPIRE COMPANY LIMITED
QUARTERLY RESULTS OF OPERATIONS
The following table is a summary of selected financial information from the Company’s unaudited interim condensed consolidated
financial statements for each of the eight most recently completed quarters:
($ in millions, except
per share amounts)
Q4
May 2, 2015
Q3
Jan. 31, 2015
Q2
Nov. 1, 2014
Q1
Aug. 2, 2014
Q4
May 3, 2014
Q3
Feb. 1, 2014
Q2
Nov. 2, 2013
Q1
Aug. 3, 2013
Fiscal 2015
Fiscal 2014(1)
Sales
EBITDA
Operating income
Net earnings from
continuing operations(2)
Net earnings (loss) from
discontinued operations
Net earnings(2)
Per share information,
basic
Net earnings from
continuing operations(2)
Net earnings (loss) from
discontinued operations
$ 5,770.5 $ 5,940.5 $ 5,995.1 $ 6,222.7 $ 5,944.3 $ 6,003.9 $ 4,414.3 $ 4,595.3
222.2
133.9
236.6
116.2
322.5
203.6
324.3
204.2
342.7
219.6
196.8
106.4
147.4
22.9
188.9
65.3
55.4
123.6
116.9
123.1
1.5
6.4
60.5
82.6
–
55.4 $
–
123.6 $
–
116.9 $
–
123.1 $
$
(0.7)
0.8 $
(6.0)
0.4 $
108.7
169.2 $
(17.6)
65.0
$
0.60 $
1.34 $
1.27 $
1.33 $
0.02 $
0.07 $
0.89 $
1.22
–
–
–
–
(0.01)
(0.07)
1.60
(0.26)
Net earnings(2)
$
0.60 $
1.34 $
1.27 $
1.33 $
0.01 $
– $
2.49 $
0.96
Basic weighted average
number of shares
outstanding (in millions)
Per share information,
diluted
Net earnings from
continuing operations(2)
Net earnings (loss) from
discontinued operations
92.3
92.3
92.3
92.3
92.3
92.0
68.0
67.9
$
0.60 $
1.34 $
1.27 $
1.33 $
0.02 $
0.07 $
0.89 $
1.21
–
–
–
–
(0.01)
(0.07)
1.59
(0.26)
Net earnings(2)
$
0.60 $
1.34 $
1.27 $
1.33 $
0.01 $
– $
2.48 $
0.95
Diluted weighted
average number
of shares outstanding
(in millions)
92.5
92.4
92.3
92.3
92.4
92.1
68.2
68.2
(1) Amounts have been reclassified to correspond to the current period presentation on condensed consolidated statement of earnings.
(2) Net of non-controlling interest.
Sales have decreased this quarter over the comparable quarter in the prior year by 2.9 percent. This decrease aligns with the
expectation that the network rationalization would result in a reduction in sales on a yearly basis of approximately $400 million,
combined with the negative impact of declining oil price on fuel sales during the quarter and decreased sales due to the
Competition Bureau imposed divestitures. This was consistent with the third quarter which had similar factors affecting its sales
decrease. For the remaining two comparative quarters shown above, the Company’s sales show improvement compared to the
same quarter of the prior year. The ongoing improvement in sales is driven primarily by acquisition activity and organic growth as
a result of the Company’s adherence to a competitive pricing posture, increased retail selling square footage from new stores and
enlargements, improved store level execution, and product and services innovation.
Sales include fluctuations in quarter-to-quarter inflationary and deflationary market pressures. Sobeys does experience some
seasonality as evidenced in the results presented above, in particular during the summer months and over the holidays.
47
management’s discussion and analysis2015 ANNUAL REPORT
The quarter ended February 1, 2014 was the first quarter which included Safeway operations. Consolidated sales and net earnings,
net of non-controlling interest, have been influenced by Safeway operations, the Company’s other investing activities, the
competitive environment, cost management initiatives, food price and general industry trends, the cyclicality of both residential
and commercial real estate, and by other risk factors as outlined in the “Risk Management” section of this MD&A.
RESULTS OF FOURTH QUARTER OPERATIONS
Consolidated Operating Results
The following is a review of Empire’s consolidated financial performance for the 13 weeks ended May 2, 2015 compared to the
13 weeks ended May 3, 2014.
($ in millions, except per share amounts)
Sales
Gross profit(2)
EBITDA
Adjusted EBITDA
Operating income
Finance costs, net
Income taxes
Net earnings from continuing operations(3)
Net earnings (loss) from discontinued operations
Net earnings(3)
Adjusted net earnings from continuing operations(3)
Basic earnings per share
Net earnings from continuing operations(3)
Net earnings (loss) from discontinued operations
Net earnings(3)
Adjusted net earnings from continuing operations(3)
Basic weighted average number of shares outstanding (in millions)
Diluted earnings per share
Net earnings from continuing operations(3)
Net earnings (loss) from discontinued operations
Net earnings(3)
Adjusted net earnings from continuing operations(3)
Diluted weighted average number of shares outstanding (in millions)
13 Weeks Ended
May 2, 2015
May 3, 2014(1)
% of Sales
100.00%
25.45%
2.48%
5.41%
0.39%
0.80%
(0.45)%
0.03%
(0.01)%
0.01%
2.22%
$ 5,770.5
1,455.9
236.6
340.9
116.2
34.6
22.9
55.4
–
55.4
138.7
% of Sales
100.00%
25.23%
4.10%
5.91%
2.01%
0.60%
0.40%
0.96%
–
0.96%
2.40%
$
$
$
$
$
$
$
$
0.60
–
0.60
1.50
92.3
0.60
–
0.60
1.50
92.5
$
$
$
$
$
$
$
$
$
5,944.3
1,513.2
147.4
321.4
22.9
47.6
(26.7)
1.5
(0.7)
0.8
132.1
0.02
(0.01)
0.01
1.43
92.3
0.02
(0.01)
0.01
1.43
92.4
(1) Amounts have been reclassified to correspond to the current presentation on the consolidated statement of earnings.
(2) Gross profit amounts and corresponding ratios are calculated using food retail segment results.
(3) Net of non-controlling interest.
Sales
Consolidated sales for fourth quarter were $5,770.5 million compared to $5,944.3 million last year, a decrease of $173.8 million or
2.9 percent. The decline in sales, as expected, was primarily the result of retail store divestitures, store closures associated with the
network rationalization and the decline in oil prices impacting fuel sales in the food retailing segment. These negative pressures on
sales have been partially offset by food inflation in the food retailing segment. During the fourth quarter of fiscal 2015, same-store
sales increased 0.8 percent from the same period last year. Excluding the negative impact of oil prices on fuel sales, same-store
sales would have increased by 2.1 percent.
48
management’s discussion and analysisEMPIRE COMPANY LIMITED
Gross Profit
For the fourth quarter of fiscal 2015, gross profit was $1,455.9 million, a decrease of $57.3 million or 3.8 percent compared
to $1,513.2 million for the same period in the prior year. The decrease in gross profit for the 13 weeks ended May 2, 2015, as
compared to the prior year, was mainly the result of a one-time inventory adjustment of $30.5 million (2014 – $ nil), associated
with a change in estimate in the costing of retail inventory. This adjustment was coupled with store divestitures and network
rationalization, partially offset by synergies realized during the fourth quarter related to the Canada Safeway acquisition. For the
fourth quarter of fiscal 2015, gross margin decreased 22 basis points to 25.23 percent compared to 25.45 percent for the fourth
quarter of fiscal 2014. Excluding the negative impact of the inventory adjustment, gross margin would have increased by 31 basis
points over the same period in the prior year to 25.76 percent.
Overall gross profit and gross margin were impacted during the 13 weeks ended May 2, 2015 by the following factors:
(i) The Canada Safeway acquisition, store divestitures, network rationalization and related synergies;
(ii) Inflation;
(iii) Inventory adjustment due to revising certain estimates and assumptions in the determination of cost of retail inventories;
(iv) Continued competitive intensity; and
(v) A weaker CAD relative to the USD which affected the CAD cost of USD purchases.
For the 13 weeks ended May 2, 2015, the decline in the price of oil, which had an impact on fuel sales, did not have a material
impact on gross profit.
EBITDA
Consolidated EBITDA for the fourth quarter of fiscal 2015 was $236.6 million compared to $147.4 million in the same period last
year, an increase of $89.2 million or 60.5 percent. EBITDA margin increased to 4.10 percent in fiscal 2015 from 2.48 percent in the
same period last year. The increase in EBITDA was primarily the result of synergies realized of $46.1 million (2014 – $23.0 million)
related to the Canada Safeway acquisition, reduced costs associated with the network rationalization and a gain on the disposal
of manufacturing facilities, offset by an increase in distribution centre restructuring and organizational realignment costs. These,
combined with the factors affecting sales and gross profit, as mentioned previously, had a net positive effect on EBITDA in the
current quarter.
The following table adjusts the Company’s EBITDA for items which are considered not indicative of underlying business
operating performance.
($ in millions)
EBITDA(1) (consolidated)
Adjustments:
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
Gain on disposal of manufacturing facilities
Network rationalization (reversals)
Transaction costs associated with the Canada Safeway acquisition
Plant closure
Adjusted EBITDA (consolidated)
$
340.9
$
(1) EBITDA generated from Empire Theatres has been recorded in discontinued operations for fiscal 2014.
13 Weeks Ended
May 2, 2015
May 3, 2014
$
236.6
$
147.4
53.4
49.6
30.5
(20.7)
(9.8)
1.3
–
104.3
–
–
–
–
169.8
3.2
1.0
174.0
321.4
49
management’s discussion and analysis2015 ANNUAL REPORT
After adjusting for items which are considered not indicative of underlying business operating performance, consolidated adjusted
EBITDA for the fourth quarter of fiscal 2015 was $340.9 million compared to $321.4 million last year, an increase of $19.5 million
or 6.1 percent. Adjusted EBITDA margin was 5.91 percent at the end of the fourth quarter compared to 5.41 percent in the same
period last year.
Operating Income
Operating income increased $93.3 million to $116.2 million in the fourth quarter of fiscal 2015 compared to $22.9 million
reported in the same period last year. Operating income was impacted primarily by the factors noted in the sales and EBITDA
sections above.
Finance Costs
For the fourth quarter of fiscal 2015, finance costs, net of finance income, decreased $13.0 million to $34.6 million compared to
$47.6 million during the same period last year. This decrease is primarily the result of a lower interest expense due to decreased
debt levels from the repayment of debt. Interest coverage increased to 3.8 times from 0.5 times for the same period last year as a
result of increased operating income and decreased interest expense.
Please refer to the “Consolidated Financial Condition” section of this MD&A for further description of the debt arrangements.
Income Taxes
The Company’s effective income tax rate on continuing operations for the fourth quarter of fiscal 2015 was 28.1 percent compared
to 108.1 percent in fiscal 2014. The decrease in the effective tax rate is primarily attributed to a reduction in partial non-deductible
acquisition costs attributed to the Canada Safeway, combined with a lower earnings before income taxes on which to calculate the
effective tax rate in the prior period, offset with a re-measurement of the Company’s deferred income tax provision completed in
the fourth quarter of fiscal 2014.
Net Earnings and Adjusted Net Earnings from Continuing Operations
Consolidated net earnings from continuing operations, net of non-controlling interest for the 13 weeks ended May 2, 2015 equaled
$55.4 million ($0.60 per diluted share) compared to $1.5 million ($0.02 per diluted share) in the same period last year.
50
management’s discussion and analysisEMPIRE COMPANY LIMITED The following table adjusts the Company’s net earnings, net of non-controlling interest, for items which are considered not
indicative of underlying business operating performance.
($ in millions, except per share amounts, net of tax)
Net earnings (loss) from continuing operations by segment(1):
Food retailing
Investments and other operations
Net earnings from continuing operations(1)
EPS from continuing operations (fully diluted)(2)
Adjustments(3):
Distribution centre restructuring
Organizational realignment costs
Inventory adjustment
Gain on disposal of manufacturing facilities
Network rationalization (reversals)
Intangible amortization associated with the Canada Safeway acquisition
Transaction costs associated with the Canada Safeway acquisition
Finance costs associated with the network rationalization
Plant closure
Adjusted net earnings from continuing operations(1)
Adjusted net earnings from continuing operations by segment(1):
Food retailing
Investments and other operations
Adjusted net earnings from continuing operations(1)
Adjusted EPS from continuing operations (fully diluted)(2)
13 Weeks Ended
May 2, 2015
May 3, 2014
$
$
$
34.1
21.3
55.4
0.60
$
$
$
39.1
36.2
23.0
(14.7)
(7.2)
4.9
1.0
1.0
–
83.3
138.7
117.4
21.3
138.7
1.50
$
$
$
$
$
$
$
$
(17.6)
19.1
1.5
0.02
–
–
–
–
123.8
3.5
2.5
–
0.8
130.6
132.1
113.0
19.1
132.1
1.43
(1) Net of non-controlling interest.
(2) Empire had a weighted average number of shares outstanding (fully diluted) of 92.5 million in the fourth quarter of fiscal 2015, compared to 92.4 million in
fiscal 2014.
(3) All adjustments are net of income taxes.
51
management’s discussion and analysis2015 ANNUAL REPORT
Net Earnings
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 13 weeks ended May 2, 2015 compared to the 13 weeks ended May 3, 2014.
($ in millions, except per share amounts, net of tax)
May 2, 2015
May 3, 2014
Change
13 Weeks Ended
($)
Net earnings from continuing operations(1)
Net (loss) earnings from discontinued operations
Net earnings(1)
Net earnings (loss) by segment(1):
Food retailing
Investments and other operations
Net earnings(1)
EPS (fully diluted)(2)
$
$
$
$
$
55.4
–
55.4
34.1
21.3
55.4
0.60
$
$
$
$
$
1.5
(0.7)
0.8
(17.6)
18.4
0.8
0.01
$
$
$
$
$
53.9
0.7
54.6
51.7
2.9
54.6
0.59
(1) Net of non-controlling interest.
(2) Empire had a weighted average number of shares outstanding (fully diluted) of 92.5 million compared to 92.4 million in fiscal 2014.
Net earnings (loss) from discontinued operations for the 13 weeks ended May 2, 2015 equaled $ nil ($ nil per diluted share)
compared to $(0.7) million ($(0.01) per diluted share) in the comparable period last year.
LIQUIDITY AND CAPITAL RESOURCES
The table below highlights major cash flow components for the 13 and 52 weeks ended May 2, 2015 compared to the 13 and
52 weeks ended May 3, 2014.
($ in millions)
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014(1)
13 Weeks Ended
52 Weeks Ended
Net earnings
Non-cash and other cash items
Net change in non-cash working capital
Income taxes paid, net
Cash flows from operating activities
Cash flows from (used in) investing activities
Cash flows (used in) from financing activities
$
$
58.7
210.3
23.2
(34.5)
257.7
283.5
(568.1)
1.3
315.5
165.0
(43.1)
438.7
178.0
(472.0)
$
436.9
829.5
(15.7)
(90.2)
1,160.5
146.6
(1,440.5)
$
243.4
717.2
36.3
(211.6)
785.3
(4,865.6)
4,054.4
(Decrease) increase in cash and cash equivalents
$
(26.9)
$
144.7
$
(133.4)
$
(25.9)
(1) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of this MD&A.
Operations
Cash flows from operating activities for the fourth quarter generated $257.7 million compared to $438.7 million in the same period
in fiscal 2014, a decrease of $181.0 million. This decrease was mainly the result of decreases in the net change in non-cash working
capital and non-cash and other items for the fourth quarter of 2015.
During the 52 weeks ended May 2, 2015, cash flows from operating activities were $1,160.5 million compared to $785.3 million
in the prior year, an increase of $375.2 million. This increase was mainly the result of an increase in net earnings for the 52 weeks
ended May 2, 2015.
52
management’s discussion and analysisEMPIRE COMPANY LIMITED
The following table presents non-cash working capital and the breakdown of net change in non-cash working capital in the fourth
quarter of fiscal 2015 compared to the net change in the fourth quarter of fiscal 2014.
($ in millions)
Receivables
Inventories
Prepaid expenses
Accounts payable and accrued liabilities
Provisions
Impact of reclassifications on working capital
$
May 2, 2015
January 31, 2015
$
507.4
1,260.6
120.5
(2,265.8)
(122.1)
66.6
$
482.0
1,342.2
83.5
(2,247.5)
(69.8)
–
$
(25.4)
81.6
(37.0)
18.3
52.3
(66.6)
Total
$
(432.8)
$
(409.6)
$
23.2
$
(36.0)
13.0
(20.8)
205.7
49.9
(46.8)
165.0
13 Weeks Ended
Q4 F2015
Change
Q4 F2014
Change
In the fourth quarter of fiscal 2015:
•
Inventories decreased $81.6 million compared to a decrease of $13.0 million during the same period last year, due to a one-time
inventory adjustment described in the “Gross Profit” section of this MD&A and the sale of six manufacturing facilities that were
held during the fourth quarter of fiscal 2014.
•
Accounts payable and accrued liabilities increased $18.3 million compared to an increase of $205.7 million during the same
period last year due to the change in how inventories are secured due to divestiture of manufacturing facilities.
Investment
Cash from investing activities of $283.5 million in the fourth quarter of fiscal 2015 increased $105.5 million compared to
$178.0 million in the comparable period last year. The increase was primarily due to an increase in proceeds from the disposal
of property, equipment and investment property.
For the 52 weeks ended May 2, 2015, cash from investing activities was $146.6 million compared to cash used of $4,865.6 million
last year, an increase of $5,012.2 million. The increase was primarily due to a reduction in business acquisition costs to $11.7 million
(2014 – $5,825.0 million), partially offset by a decrease in proceeds from the disposal of property, equipment and investment
property related to the Canada Safeway acquisition in the prior year.
The table below outlines the number of stores Sobeys invested in during the 13 and 52 weeks ended May 2, 2015 compared to the
13 and 52 weeks ended May 3, 2014.
# of stores
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
13 Weeks Ended
52 Weeks Ended
Opened/relocated/acquired
Acquired in Canada Safeway Acquisition
Expanded
Rebannered/redeveloped
Closed – normal course of operations
Divested – Competition Bureau imposed
Closed – network rationalization
17
–
3
2
12
–
4
37
–
1
3
23
19
–
67
–
9
14
30
11
42
94
223
4
11
45
19
–
53
management’s discussion and analysis2015 ANNUAL REPORT
The following table shows Sobeys’ square footage changes for the 13 and 52 weeks ended May 2, 2015, by type:
Square feet (in thousands)
Opened
Relocated
Acquired
Converted
Expanded
Closed – normal course of operations
Net change before the impact of the Competition Bureau imposed divestitures and network rationalization
Divested – Competition Bureau imposed
Closed – network rationalization
Net change with the impact of the Competition Bureau imposed divestitures and network rationalization
13 Weeks
Ended
May 2, 2015
52 Weeks
Ended
May 2, 2015
74
134
5
–
10
(66)
157
–
(87)
70
466
134
145
(2)
39
(125)
657
(421)
(1,295)
(1,059)
At May 2, 2015, Sobeys’ square footage totaled 37.7 million square feet, a 2.6 percent decrease over the 38.7 million square feet
operated at the end of the fourth quarter last year. This decrease in square footage over the same period last year was primarily
due to the required divestitures as imposed by the Competition Bureau and from the network rationalization.
Excluding the impact of the Competition Bureau imposed divestitures and the network rationalization, Sobeys’ square footage at
May 2, 2015 increased 1.8 percent compared to square footage operated at May 3, 2014.
Financing
During the fourth quarter of fiscal 2015, financing activities resulted in cash used of $568.1 million compared to $472.0 million used
in the fourth quarter of fiscal 2014. The increase in cash used was primarily attributable to the increase in repayment of long-term
debt in the current fiscal year.
For the 52 weeks ended May 2, 2015, cash used in financing activities equaled $1,440.5 million compared to cash generated from
financing activities of $4,054.4 million in the same period last year. The decrease was attributable to the issuance of long-term
debt and common shares in fiscal 2014, and the increase in repayment of long-term debt in the current fiscal year. The funds
obtained from the issuance of the long-term debt and common shares in fiscal 2014 were used to partially finance the Canada
Safeway acquisition.
During the 52 weeks ended May 2, 2015, Sobeys completed a private placement of $300.0 million aggregate principal amount
of floating rate senior unsecured notes. The net proceeds from this issuance of debt, combined with cash from operations and
proceeds from the sale of divested stores were applied against bank borrowings.
54
management’s discussion and analysisEMPIRE COMPANY LIMITED
Guarantees and Commitments
The following table presents the Company’s commitments and other obligations that will come due over the next five fiscal years
as at May 2, 2015.
($ in millions)
2016
2017
2018
2019
2020
Thereafter
Total
Guarantees
Franchisees and affiliates
Commitments
Long-term debt(1)
Finance lease liabilities(2)
Third party operating leases,
as lessee(3)
Related party operating leases,
as lessee(3)
Contractual obligations
Operating leases, as lessor
$
13.4 $
– $
– $
– $
– $
– $
13.4
42.7
11.2
324.1
11.0
207.3
8.9
607.9
7.2
15.9
5.9
1,066.9
21.6
2,264.8
65.8
226.2
209.8
192.6
178.2
164.7
920.7
1,892.2
128.1
421.6
(19.5)
126.7
671.6
126.4
535.2
127.6
920.9
127.3
313.8
1,492.2
3,501.4
2,128.3
6,364.5
(17.3)
(15.6)
(13.7)
(11.1)
(67.1)
(144.3)
Contractual obligations, net
$
402.1 $
654.3 $
519.6 $
907.2 $
302.7 $ 3,434.3 $ 6,220.2
(1) Principal debt repayments.
(2) Present value of minimum lease payments (future minimum lease payments less interest).
(3) Net of sub-lease income.
Guarantees
Franchisees and Affiliates
Sobeys is party to a number of franchise and operating agreements as part of its business model. These agreements contain
clauses which require the Company to provide support to franchisees and affiliates to offset or mitigate retail store losses, reduce
store rental payments, minimize the impact of promotional pricing, and assist in covering other store related operating expenses.
Not all of the financial support noted above will apply in each instance as the provisions of the agreements vary. The Company will
continue to provide financial support pursuant to the franchise and operating agreements in future years.
Sobeys has a guarantee contract under the terms of which, should certain franchisees and affiliates be unable to fulfill their lease
obligations, Sobeys would be required to fund the greater of $7.0 million or 9.9 percent (2014 – $7.0 million or 9.9 percent) of the
authorized and outstanding obligation. The terms of the guarantee contract are reviewed annually each August. As at May 2, 2015,
the amount of the guarantee was $7.0 million (2014 – $7.0 million).
Sobeys has guaranteed certain equipment leases of its franchisee and affiliates. Under the terms of the guarantee, should
franchisee and affiliates be unable to fulfill their equipment lease obligations, Sobeys would be required to fund the difference of
the lease commitments up to a maximum of $145.0 million on a cumulative basis. Sobeys approves each of the contracts.
During fiscal 2009, Sobeys entered into an additional credit enhancement contract in the form of a standby letter of credit for
certain franchisee and affiliates for the purchase and installation of equipment. Under the terms of the contract, should franchisee
and affiliates be unable to fulfill their lease obligations or provide an acceptable remedy, Sobeys would be required to fund the
greater of $6.0 million or 10.0 percent (2014 – $6.0 million or 10.0 percent) of the authorized and outstanding obligation annually.
Under the terms of the contract, Sobeys is required to obtain a letter of credit in the amount of the outstanding guarantee, to be
revisited each calendar year. This credit enhancement allows Sobeys to provide favourable financing terms to certain independent
franchisee and affiliates. The contract terms have been reviewed and Sobeys determined that there were no material implications
with respect to the consolidation of SEs. As at May 2, 2015, the amount of the guarantee was $6.0 million (2014 – $6.0 million).
55
management’s discussion and analysis2015 ANNUAL REPORT
Commitments
Finance Lease Liabilities
During fiscal 2015, the Company increased its finance lease obligation by $5.8 million (2014 – $2.4 million) with a similar increase
in assets under finance leases. These additions are non-cash in nature, therefore have been excluded from the statements of
cash flows.
Operating Leases, as Lessee
The Company leases various retail stores, distribution centres, offices, and equipment under non-cancellable operating leases.
These leases have varying terms, escalation clauses, renewal options, and bases on which contingent rent is payable.
The total net, future minimum rent payable under the Company’s operating leases as of May 2, 2015 is approximately
$4,020.5 million. This reflects a gross lease obligation of $4,939.8 million reduced by expected sub-lease income of $919.3 million.
The Company recorded $517.4 million (2014 – $500.0 million) as an expense for minimum lease payments for the year ended
May 2, 2015 in the consolidated statements of earnings. The expense was offset by sub-lease income of $161.8 million (2014 –
$155.9 million), and a further $11.5 million (2014 – $11.9 million) of expense was recognized for contingent rent.
Operating Leases, as Lessor
The Company also leases most investment properties under operating leases. These leases have varying terms, escalation clauses,
renewal options and bases on which contingent rent is receivable.
Rental income for the year ended May 2, 2015 was $29.7 million (2014 – $34.3 million) and was recognized as other income in
the consolidated statements of earnings. In addition, the Company recognized $1.7 million of contingent rent for the year ended
May 2, 2015 (2014 – $0.9 million).
Other
At May 2, 2015, the Company was contingently liable for letters of credit issued in the aggregate amount of $69.8 million (2014 –
$94.6 million).
Upon entering into the lease of its new Mississauga distribution centre, in March 2000, Sobeys guaranteed to the landlord the
performance, by SERCA Foodservice Inc., of all of its obligations under the lease. The remaining term of the lease is five years with
an aggregate obligation of $16.5 million (2014 – $19.5 million). At the time of the sale of assets of SERCA Foodservice Inc. to Sysco
Corp., the lease of the Mississauga distribution centre was assigned to and assumed by the purchaser, and Sysco Corp. agreed to
indemnify and hold Sobeys harmless from any liability it may incur pursuant to its guarantee.
Free Cash Flow
Free cash flow is used to measure the change in the Company’s cash available for debt repayment, dividend payments and other
investing and financing activities. The following table reconciles free cash flow to GAAP cash flows from operating activities for the
13 and 52 weeks ended May 2, 2015 and the 13 and 52 weeks ended May 3, 2014.
($ in millions)
Cash flows from operating activities
Add: proceeds on disposal of property,
equipment and investment property(2)
Less: property, equipment and investment property purchases
Free cash flow
13 Weeks Ended
52 Weeks Ended
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014(1)
$
257.7
$
438.7
$ 1,160.5
$
785.3
460.9
(133.8)
354.2
(166.8)
781.2
(497.2)
653.1
(563.1)
$
584.8
$
626.1
$ 1,444.5
$
875.3
(1) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of this MD&A.
(2) 52 weeks ended May 3, 2014 excluded $991.3 million related to the sale-leaseback of acquired real estate with Crombie REIT, which was simultaneously used
to partially fund the Canada Safeway acquisition.
56
management’s discussion and analysisEMPIRE COMPANY LIMITED
Free cash flow for the fourth quarter of fiscal 2015 was $584.8 million compared to $626.1 million in the fourth quarter of fiscal 2014.
This decrease in free cash flow was the result of a decrease in cash flows from operating activities, offset by an increase in proceeds
on disposal of property, equipment and investment property associated with the sales noted in the divestiture of manufacturing
facilities paragraphs in the “Significant Items” section of this MD&A.
For the 52 weeks ended May 2, 2015, free cash flow was $1,444.5 million compared to $875.3 million in the same period last year.
This increase in free cash flow was attributed to the increase in cash flow from operating activities combined with an increase in
proceeds on disposal of property, equipment and investment property associated with:
(1) The sale of ten properties to Crombie REIT;
(2) The sale of 22 properties to Econo-Malls; and
(3) The divestiture of manufacturing facilities.
CONSOLIDATED FINANCIAL CONDITION
Capital Structure
The Company’s share capital was comprised of the following on May 2, 2015:
2002 Preferred shares, par value of $25 each, issuable in series
Non-Voting Class A shares, without par value
Class B common shares, without par value, voting
Key Financial Condition Measures
The key financial condition measures are presented in the table below.
Issued and
Outstanding
Number of Shares Number of Shares
Authorized
991,980,000
257,044,056
40,800,000
–
59,620,737
32,712,693
$ in Millions
$
–
2,102.1
7.3
$
2,109.4
($ in millions, except per share and ratio calculations)
May 2, 2015
May 3, 2014(1)
May 4, 2013(2)
Shareholders’ equity, net of non-controlling interest
Book value per common share(3)
Long-term debt, including current portion
Funded debt to total capital(3)
Net funded debt to net total capital(3)
Funded debt to EBITDA(3)
EBITDA to interest expense(3)
Current assets to current liabilities
Total assets
$ 5,983.8
$
64.81
$ 2,295.9
27.7%
25.1%
1.9x
8.9x
0.9x
$ 11,473.4
$
$
$
5,700.5
61.75
3,500.1
38.0%
35.0%
4.6x
5.8x
1.0x
$ 12,243.7
$
$
$
$
3,724.8
54.82
969.5
20.7%
12.1%
1.1x
19.0x
1.0x
7,140.4
(1) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of this MD&A.
(2) Amounts have been restated as a result of a change in accounting policy and reclassification of discontinued operations.
(3) See “Non-GAAP Financial Measures” section of this MD&A.
The ratio of funded debt to total capital decreased 10.3 percentage points to 27.7 percent at May 2, 2015 from 38.0 percent at
May 3, 2014. This reduction largely reflects a decline in long-term debt as a result of $1,635.5 million (2014 – $798.6 million) in debt
repayments in the 52 weeks ended May 2, 2015; a decrease in the issuance of long-term debt of $2,923.2 million from the same
period last year; and an increase in retained earnings for the year.
57
management’s discussion and analysis2015 ANNUAL REPORT
The funded debt to EBITDA ratio declined to 1.9 times compared to 4.6 times at May 3, 2014 as a result of the decrease in long-
term debt as noted in the paragraph above and increased earnings for the year. An increase in the EBITDA to interest expense
coverage ratio (8.9 times versus 5.8 times at May 3, 2014) was the result of higher interest expense in fiscal 2015 ($137.3 million
versus $129.5 million at May 3, 2014), and a higher EBITDA ($1,226.1 million versus $755.3 million at May 3, 2014).
The Company’s ratio of current assets to current liabilities was 0.9 times at May 2, 2015 compared to 1.0 times at May 3, 2014.
On November 4, 2013, the Company extended the term of its credit facilities to a maturity date of November 4, 2017. On June 6,
2014, an amendment was made to the credit facility to reduce the amount available from $450.0 million to $250.0 million.
On August 8, 2013, in connection with the Canada Safeway acquisition, Sobeys completed a private placement of $500.0
million aggregate principal amount of 3.52 percent Notes, Series 2013-1 due August 8, 2018 (the “Series 2013-1 Notes”) and
$500.0 million aggregate principal amount of 4.70 percent Notes, Series 2013-2 due August 8, 2023 (the “Series 2013-2 Notes”
and together with the Series 2013-1 Notes, the “Notes”). The aggregate net proceeds were approximately $987.1 million after
deducting underwriting fees and the purchase discount on the 2013-1 Notes. Upon closing of the Canada Safeway acquisition, the
net proceeds of $987.1 million were released from escrow and used to partially finance the acquisition.
Pursuant to an agreement dated October 30, 2013, Sobeys established new credit facilities in connection with the Canada Safeway
acquisition. The agreement provides for a non-revolving, amortizing term credit facility (the “Acquisition Facility”) in the amount of
$1,825.0 million; a non-revolving, non-amortizing term bridge facility (the “Bridge Facility”) in the amount of $1,327.9 million; and a
revolving term credit facility (the “RT Facility”) in the amount of $450.0 million.
On November 4, 2013, the RT Facility replaced Sobeys’ previous unsecured revolving term credit facility of $450.0 million, the
Acquisition Facility was fully drawn for $1,825.0 million and the Bridge Facility was drawn for $200.0 million in order to partially
finance the Canada Safeway acquisition. As of May 2, 2015, the outstanding amount of the Acquisition Facility was $200.0 million,
the Bridge Facility was fully repaid and matured, and the Company had issued $57.3 million in letters of credit against the RT
facility (May 3, 2014 – $79.0 million). Interest payable on the Acquisition and RT Facilities fluctuates with changes in the bankers’
acceptance rate or Canadian prime rate, and both facilities mature on November 4, 2017.
On July 14, 2014, Sobeys completed a private placement of $300.0 million aggregate principal amount of floating rate senior
unsecured notes, due July 14, 2016. The senior unsecured notes will bear an interest rate equal to the three-month bankers’
acceptance rate plus 63 basis points, to be set quarterly. The net proceeds were used to repay outstanding debt on the
Acquisition Facility. Deferred financing fees in the amount of $0.9 million were incurred on the draw down of the senior unsecured
notes and have been offset against long-term debt amounts for presentation purposes.
Sobeys current credit ratings are BBB (low) with a stable trend from Dominion Bond Rating Service (“DBRS”) and BBB- with a
negative trend from Standard and Poor’s (“S&P”).
The Company believes that its cash and cash equivalents on hand, unutilized bank credit facilities and cash generated from
operating activities will enable the Company to fund future capital investments, pension plan contributions, working capital,
current funded debt obligations and ongoing business requirements. The Company also believes it has sufficient funding in place
to meet these requirements and other short-term and long-term financial obligations. The Company mitigates potential liquidity
risk by ensuring various sources of funds are diversified by term to maturity and source of credit.
The Company has provided covenants to its lenders in support of various financing facilities. All covenants were complied with for
the 13 and 52 weeks ended May 2, 2015.
For additional disclosure on Empire’s long-term debt, see Note 15 to the Company’s audited annual consolidated financial
statements for the 52 weeks ended May 2, 2015.
58
management’s discussion and analysisEMPIRE COMPANY LIMITED Shareholders’ Equity
The increase in shareholders’ equity, net of non-controlling interest, of $283.3 million from fiscal 2014 primarily reflects the increase
in retained earnings. Book value per common share was $64.81 at May 2, 2015 compared to $61.75 at May 3, 2014.
The Company’s share capital on May 2, 2015 compared to the same period in the last fiscal year is shown in the table below.
(Number of Shares)
Non-Voting Class A shares
Issued and outstanding, beginning of year
Issued during period
Converted from Class B common shares during period
Issued and outstanding, end of year
Class B common shares
Issued and outstanding, beginning of year
Issued during period
Converted to Non-Voting Class A shares during period
Total Issued and outstanding, end of year
52 Weeks Ended
May 2, 2015
May 3, 2014
58,049,484
23,183
1,548,070
33,687,747
24,361,737
–
59,620,737
58,049,484
34,260,763
–
(1,548,070)
34,260,763
–
–
32,712,693
34,260,763
On June 11, 2014, 77,039 options were exercised resulting in the issuance of an additional 19,225 Non-Voting Class A shares
being issued.
On September 30, 2014 and April 13, 2015, 2,679 and 1,279 additional Non-Voting Class A shares were issued as a result of
options exercised.
During the year ended May 2, 2015, 1,548,070 Class B common shares were converted into 1,548,070 Non-Voting Class A shares.
The outstanding options at May 2, 2015 were granted at prices between $51.99 and $92.60 and expire between July 2018 and
March 2023. Stock option transactions during fiscal 2015 and 2014 were as follows:
2015
2014
Balance, beginning of year
Granted
Purchased
Exercised
Forfeited
Balance, end of year
Number of
Options
934,366
325,989
–
(87,574)
(51,116)
Weighted
Average
Exercise Price
$
74.56
67.28
–
51.11
67.76
Number of
Options
684,128
826,799
(291,980)
(240,940)
(43,641)
1,121,665
$
74.58
934,366
$
Weighted
Average
Exercise Price
$
47.06
78.89
46.89
44.16
78.46
74.56
Stock options exercisable, end of year
231,577
101,289
The 1,121,665 stock options outstanding as at the fiscal year ended May 2, 2015 (May 3, 3014 – 934,366) represents 1.2 percent
(May 3, 2014 – 1.0 percent) of the outstanding Non-Voting Class A and Class B common shares.
During fiscal 2015, the Company paid common dividends of $99.7 million (2014 – $83.3 million) to its equity holders. This
represents a payment of $1.08 per share (2014 – $1.04 per share) for common share holders.
59
management’s discussion and analysis2015 ANNUAL REPORT
In connection with the Canada Safeway acquisition in November 2013, the Company issued 24,265,000 Non-Voting Class A shares,
resulting in additions to capital stock of $1,842.6 million before transaction costs. Transaction costs of $55.8 million, net of deferred
taxes of $20.1 million, were offset against the proceeds as they directly related to the issuance of the common shares
As at June 24, 2015, the Company had Non-Voting Class A and Class B common shares outstanding of 59,620,737 and 32,712,693,
respectively, as well as 1,115,926 options to acquire in aggregate 1,115,926 Non-Voting Class A shares.
Normal Course Issuer Bid (“NCIB”)
The Board of Directors and senior management of Empire are of the opinion that from time to time the purchase of Non-Voting
Class A shares at the prevailing market prices is a worthwhile use of funds and in the best interests of Empire and its shareholders.
Accordingly, on March 12, 2015, the Company filed a notice of intent with the Toronto Stock Exchange (“TSX”) to purchase for
cancellation up to 1,788,584 Non-Voting Class A shares, representing approximately three percent of those outstanding, subject to
obtaining regulatory approval. The purchases will be made through the facilities of the TSX. The price the Company will pay for any
such shares will be the market price at the time of acquisition. Purchases may commence on March 17, 2015, and shall terminate not
later than March 16, 2016. Empire has not repurchased any Non-Voting Class A shares since the date of notice.
Financial Instruments
As part of Sobeys’ risk management strategy, the Company actively monitors its exposures to various financial risks including
interest rate risk, foreign exchange risk and commodity risk. From time to time, the Company utilizes hedging instruments it deems
appropriate to mitigate risk exposure and not for speculative purposes. The Company’s use of these instruments has not had a
material impact on earnings for the 13 and 52 weeks ended May 2, 2015 or for the comparative periods in fiscal 2014.
When the Company, or its subsidiaries, enter into a financial instrument contract, it is exposed to potential credit risk associated
with the counterparty of the contract defaulting. To mitigate this risk exposure, the Company monitors the credit worthiness
of its various contractual counterparties on an ongoing basis and will take corrective actions it deems appropriate should a
counterparty’s credit profile change materially.
On January 30, 2015, the Company unwound a floating-for-floating currency swap that originated in July 2008 at a gain of
$0.7 million and entered into a new floating-for-floating currency swap with a fixed rate of $1.2775 CAD/USD to mitigate the
currency risk associated with a USD denominated variable rate loan. The terms of the swap match the terms of the variable rate
loan. As of May 2, 2015, the Company recognized a liability of $1.2 million relating to this instrument. The Company estimates
that a 10.0 percent increase (decrease) in applicable foreign currency exchange rates would impact fair value of the instrument
by $2.0 million ($2.0 million). An increase (decrease) of 10.0 percent would impact other comprehensive income by $1.4 million
($1.4 million).
During the first quarter of fiscal 2015, the Company entered into an amortizing interest rate swap for an original 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 the Company’s
Acquisition Facility. The notional amount outstanding at the end of fiscal 2015 is $174.7 million. The interest rate swap matures
on December 31, 2015. As of May 2, 2015, the Company recognized a liability of $0.3 million relating to this instrument. The
Company estimates that an increase (decrease) of 25 basis points in applicable forward interest rates would impact fair value of the
instrument by $0.2 million ($0.2 million). An increase (decrease) of 25 basis points would impact other comprehensive income by
$0.1 million ($0.1 million).
To mitigate the currency risk associated with some of the Company’s Euro purchases, Sobeys enters into forward currency
contracts with staggered maturities to hedge against the effect of the changes in the value of the CAD relative to the Euro. As of
May 2, 2015, the Company recognized a liability of $4.0 million representing the fair value of Euro denominated forward currency
contracts. The Company estimates that a 10.0 percent increase (decrease) in applicable exchange rates would impact fair value
by $3.7 million ($3.7 million). An increase (decrease) of 10.0 percent would impact other comprehensive income by $2.7 million
($2.7 million).
60
management’s discussion and analysisEMPIRE COMPANY LIMITED To mitigate the currency risk associated with some of the Company’s British Pound (“GBP”) purchases, Sobeys enters into forward
currency contracts with staggered maturities to hedge against the effect of the changes in the value of the CAD relative to the
GBP. As of May 2, 2015, the Company recognized an asset of $0.1 million representing the fair value of GBP denominated forward
currency contracts. The Company estimates that a 10.0 percent increase (decrease) in applicable exchange rates would impact
fair value by $0.2 million ($0.2 million). An increase (decrease) of 10.0 percent would impact other comprehensive income by
$0.1 million ($0.1 million).
Fair Value Methodology
When a financial instrument is designated as a hedge for financial accounting purposes, it is classified as fair value through profit
and loss on the balance sheets and recorded at fair value. The estimated fair values of the financial instruments as at May 2,
2015 were based on relevant market prices and information available at the reporting date. The Company determines the fair
value of each financial instrument by reference to external and third party quoted bid, ask and mean prices, as appropriate, in
an active market. In inactive markets, fair values are based on internal and external valuation models, such as discounted cash
flows using market observed inputs. Fair values determined using valuation models require the use of assumptions to determine
the amount and timing of forecasted future cash flows and discount rates. The Company primarily uses external market inputs,
including factors such as interest yield curves and forward exchange rates to determine the fair values. Changes in interest rates
and exchange rates, along with other factors, may cause the fair value amounts to change in subsequent periods. The fair value of
these financial instruments reflects the estimated amount the Company would pay or receive if it were to settle the contracts at the
reporting date.
BUSINESS ACQUISITION
Canada Safeway Acquisition
During fiscal 2015, management finalized the purchase price allocation related to the Canada Safeway acquisition. As a result, the
consolidated balance sheet as at May 3, 2014 was adjusted and includes the following fair value of the identifiable assets acquired
and liabilities assumed:
($ in millions)
Inventories
Property, equipment and investment property
Assets held for sale
Assets acquired for sale-leaseback
Intangibles
Deferred tax assets
Accounts payable and accrued liabilities
Pension obligations
Deferred tax liabilities
Other assets and liabilities
Total identifiable net assets
Excess consideration paid over identifiable net assets acquired allocated to goodwill
$
451.0
1,139.8
391.4
991.3
487.6
35.5
(398.7)
(137.5)
(13.2)
38.1
$ 2,985.3
$ 2,814.7
Goodwill of $2,814.7 million was recognized as the excess of the acquisition cost over the fair value of the identifiable net assets
at the date of the acquisition. The goodwill recognized is attributable mainly to the expected synergies from integration, the
expected future growth potential in grocery store operations and the customer base of the acquired retail store locations.
Approximately $2,102.2 million of goodwill is expected to be deductible for income tax purposes.
61
management’s discussion and analysis2015 ANNUAL REPORT
ACCOUNTING STANDARDS AND POLICIES
Accounting Standards and Policies Adopted During Fiscal 2015
(i) Financial Instruments: Asset and Liability Offsetting
In December 2011, the International Accounting Standards Board (“IASB”) amended International Accounting Standards (“IAS”)
32, “Financial Instruments: Presentation”, to clarify the requirements which permit offsetting a financial asset and liability in
the financial statements. The amendments became effective in the first quarter of 2015 and had no significant impact on the
Company’s financial results and disclosures.
(ii) Levies
In May 2013, the IASB issued IFRIC 21, “Levies”, which is an interpretation of IAS 37, “Provisions, Contingent Liabilities and
Contingent Assets”. A levy is an outflow of resources embodying economic benefits that is imposed by governments on entities
in accordance with legislation, other than income taxes within the scope of IAS 12, “Income Taxes”, and fines or other penalties
imposed for breaches of legislation. IFRIC 21 clarifies that the obligating event that gives rise to a liability to pay a levy is the
activity described in the relevant legislation that triggers the payment of the levy. This interpretation became effective in the first
quarter of 2015 and it had no significant impact on the Company’s financial results.
(iii) Impairment of Assets
In May 2013, the IASB amended IAS 36, “Impairment of Assets”, to clarify the disclosure requirements for recoverable amounts
for the assets or cash generating units (“CGU”) for which an impairment loss has been recognized or reversed during the period.
The amendments became effective in the first quarter of 2015 and had no significant impact on the Company’s financial results
and disclosures.
Future Accounting Policies
(i) Financial Instruments
In July 2014, the IASB issued IFRS 9, “Financial Instruments”, which replaces IAS 39, “Financial Instruments: Recognition and
Measurement”. IFRS 9 provides guidance on the classification and measurement of financial assets and financial liabilities,
establishes an expected credit losses impairment model and a new hedge accounting model with corresponding risk management
activity disclosures. The standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied
retrospectively, with the exception of the hedging component which is applied prospectively. IFRS 9 allows for early adoption,
but the Company does not intend to do so at this time.
(ii) Revenue
In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers”. IFRS 15 replaces IAS 18, “Revenue”, IAS 11,
“Construction Contracts”, and some revenue related Interpretations. IFRS 15 establishes a new control-based revenue recognition
model and provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with
customers, excluding contracts within the scope of the standards on leases, insurance contracts and financial instruments. The new
standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively. IFRS 15 allows
for early adoption, but the Company does not intend to do so at this time.
(iii) Presentation of Financial Statements
In December 2014, the IASB amended IAS 1, “Presentation of Financial Statements”, providing guidance on the application of
judgment in the preparation of financial statements and disclosures. The amendments are effective for annual periods beginning
on or after January 1, 2016 with early adoption permitted, but the Company does not intend to do so at this time.
The Company is currently evaluating the impact of the new standards and amendment on its consolidated financial statements.
62
management’s discussion and analysisEMPIRE COMPANY LIMITED Critical Accounting Estimates
The preparation of consolidated financial statements, in conformity with GAAP, requires management to make estimates,
judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
Certain of these estimates require subjective or complex judgments by management that may be uncertain. Some of these items
include the valuation of inventories, goodwill, employee future benefits, stock-based compensation, provisions, impairments,
customer loyalty programs, useful lives of property, equipment, investment property and intangibles for purposes of depreciation
and amortization, and income taxes. Changes to these estimates could materially impact the financial statements. These estimates
are based on management’s best knowledge of current events and actions that the Company may undertake in the future.
Management regularly evaluates the estimates and assumptions it uses. Actual results could differ from these estimates.
Impairment of Non-Financial Assets
Goodwill is reviewed for impairment at least annually by assessing the recoverable amount of each CGU or groups of CGU to which
the goodwill relates. The recoverable amount is the higher of fair value less costs to sell and value in use. When the recoverable
amount of the CGU is less than the carrying amount an impairment loss is recognized immediately as selling and administrative
expense. Impairment losses related to goodwill cannot be reversed.
Long-lived tangible and intangible assets are reviewed for impairment when events or changes in circumstances indicate that the
carrying value of the assets may not be recoverable. If such an indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). The recoverable amount is the higher of fair value less costs
to sell and value in use. Where the asset does not generate cash flows that are independent from other assets, the Company
estimates the recoverable amount of the CGU(s) to which the asset belongs. The Company has primarily determined a CGU to be
an individual store. Corporate assets, such as head offices and distribution centres, do not individually generate separate cash
inflows and are therefore aggregated for testing with the stores they service. When the recoverable amount of an asset (or CGU) is
estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to the recoverable amount. An
impairment loss is recognized as selling and administrative expense immediately in net earnings or loss.
Where an impairment loss subsequently reverses, other than related to goodwill, the carrying amount of the asset (or CGU) is
increased to the revised estimate, but is limited to the carrying amount that would have been determined if no impairment loss had
been recognized in prior periods. A reversal of impairment loss is recognized immediately in net earnings or loss.
In determining the recoverable amount of a CGU, various estimates are employed. Management makes assumptions about future
growth of profits when measuring expected future cash flows. These assumptions relate to future events and circumstances. The
actual results may vary and may cause significant adjustments to the Company’s assets within subsequent financial years. The key
assumptions are disclosed in notes 9 and 12 of the Company’s financial statements.
Pension Benefit Plans and Other Benefit Plans
The cost of the Company’s pension benefits for defined contribution plans are expensed at the time active employees are
compensated. The cost of defined benefit pension plans and other benefit plans is accrued based on actuarial valuations, which
are determined using the projected unit credit method pro-rated on service and management’s best estimate of salary escalation,
retirement ages, and expected growth rate of health care costs.
Current market values are used to value benefit plan assets. The obligation related to employee future benefits is measured using
current market interest rates, assuming a portfolio of Corporate AA bonds with terms to maturity that, on average, match the terms
of the obligation.
To the extent that plan amendments increase the obligation related to past service, the Company will recognize a past service cost
immediately as an expense.
In measuring its defined benefit liability the Company will recognize all of its actuarial gains and losses immediately into other
comprehensive income. The key assumptions are disclosed in note 17 of the Company’s financial statements.
63
management’s discussion and analysis2015 ANNUAL REPORT Income Taxes
Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to temporary
differences between the financial statement carrying values of assets and liabilities and their respective income tax bases. Deferred
income tax assets or liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The calculation of current and
deferred income taxes requires management to make estimates and assumptions and to exercise a certain amount of judgment.
The financial statement carrying values of assets and liabilities are subject to accounting estimates inherent in those balances. The
income tax bases of assets and liabilities are based upon the interpretation of income tax legislation across various jurisdictions.
The current and deferred income tax assets and liabilities are also impacted by expectations about future operating results and
the timing of reversal of temporary differences as well as possible audits of tax filings by the regulatory authorities. Management
believes it has adequately provided for income taxes based on current available information.
Changes or differences in these estimates or assumptions may result in changes to the current or deferred income tax balances on
the consolidated balance sheets.
Valuation of Inventories
Inventories are valued at the lower of cost and estimated net realizable value. Significant estimation or judgment is required in
the determination of (i) inventories counted at retail and adjusted to cost; (ii) estimated inventory provisions due to spoilage and
shrinkage occurring between the last physical inventory count and the balance sheet dates; and (iii) estimated inventory provisions
associated with vendor allowances and internal charges. Changes or differences in any of these estimates may result in changes
to inventories on the consolidated balance sheets and a charge or credit to operating income in the consolidated statements
of earnings.
Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable
that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the
amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of
the time value of money and the risks specific to the liability, if material.
Business Acquisitions
For business acquisitions, the Company applies judgment on the recognition and measurement of assets and liabilities assumed
and estimates are utilized to calculate and measure such adjustments. In measuring the fair value of an acquiree’s assets and
liabilities management uses estimates about future cash flows and discount rates. Any measurement changes upon initial
recognition would affect the measurement of goodwill, except for deferred taxes.
Disclosure Controls and Procedures
Management of the Company, which includes the Chief Executive Officer (“CEO”) and Chief Financial & Administrative Officer
(“CFAO”), is responsible for establishing and maintaining Disclosure Controls and Procedures (“DC&P”) to provide reasonable
assurance that material information relating to the Company is made known to management by others, particularly during the
period in which the annual filings are being prepared, and that information required to be disclosed by the Company and its annual
filings, interim filings and other reports filed or submitted by it under securities legislation is recorded, processed, summarized
and reported within the time periods specified in securities legislation. As at May 2, 2015, the CEO and CFAO have evaluated the
effectiveness of the Company’s DC&P. Based on that evaluation, the CEO and CFAO have concluded that the Company’s DC&P
was effective as at May 2, 2015 and that there were no material weaknesses relating to the design or operation of the DC&P.
64
management’s discussion and analysisEMPIRE COMPANY LIMITED Internal Control over Financial Reporting
Management of the Company, which includes the CEO and CFAO, is responsible for establishing and maintaining Internal
Control over Financial Reporting (“ICFR”), as that term is defined in National Instrument 52-109, “Certification of Disclosure in
Issuers’ Annual and Interim Filings”. The control framework management used to design and assess the effectiveness of ICFR is
“The Internal Control Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway
Commission. As at May 2, 2015, the CEO and CFAO have evaluated the effectiveness of the Company’s ICFR. Based on that
evaluation, the CEO and CFAO have concluded that the Company’s ICFR was effective as at May 2, 2015 and that there were no
material weaknesses relating to the design or operation of the ICFR.
There have been no changes in the Company’s ICFR during the period beginning February 1, 2015 and ended May 2, 2015 that
have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
RELATED PARTY TRANSACTIONS
The Company has related party transactions with Crombie REIT and key management personnel. The Company holds a
41.5 percent ownership interest in Crombie REIT and accounts for its investment using the equity method.
On May 30, 2014, Crombie REIT 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 LP units (which are
convertible on a one-for-one basis into units of Crombie REIT). Following the conversion of Crombie REIT debentures during the
current fiscal year, and accounting for the subscription of Class B LP units, the Company’s interest in Crombie REIT decreased from
41.6 to 41.5 percent.
During the second quarter of fiscal 2015, the Company exited a sub-lease agreement with Crombie REIT and incurred a charge
of $2.7 million. This charge is included in selling and administrative expenses on the consolidated statements of earnings.
During the year ended May 2, 2015, Sobeys through its wholly owned subsidiaries sold ten properties and leased back eight
properties from Crombie REIT. Cash consideration received for the properties sold was $105.8 million, resulting in a pre-tax gain
of $1.2 million, which has been recognized in the consolidated statements of earnings. The majority of proceeds received were
used to repay bank borrowings.
The Company rents premises from Crombie REIT, at amounts in management’s opinion which approximate fair market value.
Management has determined these amounts to be fair value due to the significant number of leases negotiated with third parties
in each market it operates. During fiscal year 2015, the aggregate net payments under these leases, which are measured at
exchange amounts, were $149.0 million (2014 – $110.5 million).
In addition, Crombie REIT provides administrative and management services to the Company. The charges incurred for
administrative and management services are on a cost recovery basis.
At May 2, 2015, investments included $25.1 million (2014 – $24.6 million) of Crombie REIT convertible unsecured subordinated
debentures. The Company received interest from Crombie REIT of $1.2 million for the year ended May 2, 2015 (2014 – $1.2 million).
These amounts are included in other income in the consolidated statements of earnings.
On July 24, 2013, Sobeys entered into a sale-leaseback agreement with Crombie REIT, pursuant to which Crombie REIT agreed
to indirectly acquire 70 properties included in the Canada Safeway acquisition for $991.3 million. The sale-leaseback transaction
closed effective November 3, 2013, immediately following the close of the Canada Safeway acquisition.
On closing of the acquisition of the 70 properties, the Company subscribed for $150.0 million of Class B units (which are
convertible on a one-for-one basis into units of Crombie REIT).
During the third quarter of fiscal 2014, Crombie REIT purchased from the Company their interest in certain retention leases for
cash consideration of $1.5 million resulting in a pre-tax gain of $0.4 million which was recognized in the consolidated statements
of earnings.
65
management’s discussion and analysis2015 ANNUAL REPORT During fiscal 2014, Sobeys entered into a loan agreement with Crombie REIT to partially finance Sobeys’ acquisition of a property
in British Columbia. The $11.9 million loan bears interest at a rate of 6.0 percent and has no principal repayments until maturity on
October 1, 2016. The Company also sold and leased back a property from Crombie REIT for cash consideration of $10.2 million
which was equal to its carrying value. In addition, the Company exchanged properties with Crombie REIT during fiscal 2014. The
properties exchanged were both located in Canmore, Alberta.
Key Management Personnel Compensation
Key management personnel include the Board of Directors and members of the Company’s executive team that have authority and
responsibility for planning, directing and controlling the activities of the Company.
Key management personnel compensation is comprised of:
($ in millions)
Salary, bonus and other short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
May 2, 2015
May 3, 2014
$
$
17.9
1.3
–
14.3
33.5
$
$
12.0
3.8
7.2
10.7
33.7
Indemnities
The Company has agreed to indemnify its directors, officers and particular employees in accordance with the Company’s policies.
The Company maintains insurance policies that may provide coverage against certain claims.
CONTINGENCIES
There are various claims and litigation, with which the Company is involved, arising out of the ordinary course of business
operations. The Company’s management does not consider the exposure to such litigation to be material, although this cannot
be predicted with certainty.
In the ordinary course of business, the Company is subject to ongoing audits by tax authorities. While the Company believes
that its tax filing positions are appropriate and supportable, from time to time certain matters are reviewed and challenged by the
tax authorities.
RISK MANAGEMENT
Through its operating companies and its equity-accounted investments, Empire is exposed to a number of risks in the normal
course of business that have the potential to affect operating performance. The Company has adopted an annual enterprise risk
management assessment which is overseen by the Company’s Executive Committee and reported to the Board of Directors and
Committees of the Board. The enterprise risk management framework sets out principles and tools for identifying, evaluating,
prioritizing and managing risk effectively and consistently across the Company.
Competition
Empire’s food retailing business, Sobeys, operates in a dynamic and competitive market. Other national and regional food
distribution companies, along with non traditional competitors, such as mass merchandisers and warehouse clubs, represent
a competitive risk to Sobeys’ ability to attract customers and operate profitably in its markets.
Sobeys maintains a strong national presence in the Canadian retail food and food distribution industry, operating in over 900
communities in Canada. The most significant risk to Sobeys is the potential for reduced revenues and profit margins as a result
of increased competition. A failure to maintain geographic diversification to reduce the impacts of localized competition could
have an adverse impact on Sobeys’ operating margins and results of operations. To successfully compete, Sobeys believes it must
be customer and market driven and to be focused on superior execution and to have efficient, cost effective operations. It also
66
management’s discussion and analysisEMPIRE COMPANY LIMITED
believes it must invest in its existing store network, as well as its merchandising, marketing and operational execution to evolve its
strategic platform to better meet the needs of consumers looking for more affordable, better food options. The Company further
believes it must invest in merchandising initiatives to better forecast and respond to changing consumer trends. Any failure to
successfully execute in these areas could have a material adverse impact on Sobeys’ financial results.
Empire’s real estate operations, through its investment in Crombie REIT, compete with numerous other managers and owners of
real estate properties in seeking tenants and new properties to acquire. The existence of competing managers and owners could
affect their ability to: (i) acquire property in compliance with their investment criteria; (ii) lease space in their properties; and (iii)
maximize rents charged and minimize concessions granted. Commercial property revenue is also dependent on the renewal of
lease arrangements by key tenants. These factors could adversely affect the Company’s financial results and cash flows. A failure
by Crombie REIT to maintain strategic relationships with developers to ensure an adequate supply of prospective attractive
properties or to maintain strategic relationships with existing and potential tenants to help achieve high occupancy levels at each
of its properties could adversely affect the Company.
Genstar faces competition from other residential land developers in securing attractive sites for new residential lot development.
Although Genstar holds land for future development, it faces significant competition when looking to acquire new land for future
development. To mitigate this risk, Genstar maintains a geographically diverse inventory of well located land for development to
alleviate periods of intense competition for the acquisition of new land. In addition, Genstar management has intimate knowledge
of the residential markets where Genstar operates and in markets where it seeks new land investments.
Food Safety and Security
Sobeys is subject to potential liabilities connected with its business operations, including potential liabilities and expenses
associated with product defects, food safety and product handling. Such liabilities may arise in relation to the storage, distribution
and display of products and, with respect to Sobeys’ private label products, in relation to the production, packaging and design
of products.
A large majority of Sobeys’ sales are generated from food products and Sobeys could be vulnerable in the event of a significant
outbreak of food borne illness or increased public health concerns in connection with certain food products. Such an event
could materially affect Sobeys’ financial performance. Procedures are in place to manage food crises, should they occur.
These procedures are intended to identify risks, provide clear communication to employees and consumers and ensure that
potentially harmful products are removed from inventory immediately. Food safety related liability exposures are insured by the
Company’s insurance program. In addition, Sobeys has food safety procedures and programs which address safe food handling
and preparation standards. However, there can be no assurance that such measures will prevent the occurrence of any such
contamination, and insurance may not be sufficient to cover any resulting financial liability or reputational harm.
Human Resources
The Company is exposed to the risk of labour disruption in its operations and, with the Canada Safeway acquisition, this level of
risk has increased appreciably given that Safeway operations are almost entirely unionized. The Company has good relations with
its employees and unions and does not anticipate any material labour disruptions in fiscal 2016. The Company has stated that it will
accept the short term costs of a labour disruption to support a commitment to building and sustaining a competitive cost structure
for the long term. Any prolonged work stoppages or other labour disputes could have an adverse impact on the Company’s
financial results.
Effective leadership is very important to the growth and continued success of the Company. The Company develops and delivers
training programs at all levels across its various operating regions in order to improve employee knowledge and to better serve
its customers. The ability of the Company to properly develop, train and retain its employees with the appropriate skill set could
affect the Company’s future performance.
There is always a risk associated with the loss of key personnel. Succession plans have been identified for key roles including
the depth of management talent throughout the Company and its subsidiaries which are reviewed annually by the Human
Resources Committee.
67
management’s discussion and analysis2015 ANNUAL REPORT Operations
The success of Empire is closely tied to the performance of Sobeys’ network of retail stores. Franchisees and affiliates operate
approximately 49 percent of Sobeys’ retail stores. Sobeys relies on the franchisees, affiliates and corporate store management to
successfully execute retail strategies and programs.
To maintain controls over Sobeys’ brands and the quality and range of products and services offered at its stores, franchisees
and affiliates agree to purchase merchandise from Sobeys. In addition, stores agree to comply with the policies, marketing plans
and operating standards prescribed by Sobeys. These obligations are specified under franchise and operating agreements
which expire at various times for individual franchisees and affiliates. Despite these franchise and operating agreements, Sobeys
may have limited ability to control a franchisees’ and affiliates’ business operations. A breach of these franchise and operating
agreements or operational failures by a significant number of franchisees and affiliates may adversely affect Sobeys’ reputation and
financial performance.
Technology
Sobeys operates an extensive complex information technology system that is vital to the successful operation of its business and
marketing strategies. Any interruption to these systems or the information collected by them would have a significant adverse
impact on the Company, its operations and its financial results.
The Company and each of its operating companies are committed to improving their operating systems, tools and procedures in
order to become more efficient and effective. The implementation of major information technology projects carries with it various
risks, including the risk of realization of benefits, that must be mitigated by disciplined change management and governance
processes. Sobeys has a business process optimization team staffed with knowledgeable internal and external resources that is
responsible for implementing the various initiatives.
Information Management
The integrity, reliability and security of information in all its forms is critical to the Company’s daily and strategic operations.
Inaccurate, incomplete or unavailable information and/or inappropriate access to information could lead to incorrect financial and/
or operational reporting, poor decisions, privacy breaches and/or inappropriate disclosure or leaks of sensitive information. In
addition, gathering and analyzing information regarding customers’ purchasing preferences is an important part of the Company’s
strategy to attract and retain customers and effectively compete.
Information management is identified as a risk in its own right, separate from the technology risk. The Company recognizes
that information is a critical enterprise asset. Currently, the information management risk is being managed at the regional and
national levels through the development of policies and procedures pertaining to security access, system development, change
management and problem and incident management. Any failure to maintain privacy of customer information or to comply
with applicable privacy laws or regulations could adversely affect the Company’s reputation, competitive position and results
or operations.
Supply Chain
The Company is exposed to potential supply chain disruptions and errors that could result in obsolete merchandise or an
excess/shortage of merchandise in its retail store network. A failure to implement and maintain effective supplier selection and
procurement practices could adversely affect Sobeys’ ability to deliver desired products to customers and adversely affect the
Company’s ability to attract and retain customers. A failure to maintain an efficient supply and logistics chain may adversely affect
Sobeys’ ability to sustain and meet growth objectives and maintain margins.
Product Costs
Sobeys is a significant purchaser of food product which is at risk of cost inflation given rising commodity prices and other costs of
production to food manufacturers. Should rising cost of product materialize in excess of expectations and should Sobeys not be
able to offset such cost inflation through higher retail prices and/or other cost savings, there could be a negative impact on sales
and margin performance.
68
management’s discussion and analysisEMPIRE COMPANY LIMITED Economic Environment
Management continues to closely monitor economic conditions, including foreign exchange rates, interest rates, inflation,
employment rates and capital markets. Management believes that although a weakening economy has an impact on all businesses
and industries, the Company has an operational and capital structure that is sufficient to meet its ongoing business requirements.
Liquidity Risk
The Company’s business is dependent in part on having access to sufficient capital and financial resources to fund its growth
activities and investment in operations. Any failure to maintain adequate financial resources could impair the Company’s growth or
ability to satisfy financial obligations as they come due. The Company actively maintains committed credit facilities to ensure that it
has sufficient available funds to meet current and foreseeable future financial requirements. The Company monitors capital markets
and the related economic conditions and maintains access to debt capital markets for longer term debt issuances as deemed
prudent in order to minimize risk and optimize pricing. However, there can be no assurance that adequate capital resources will
be available in the future on acceptable terms or at all.
Interest Rate Fluctuation
The Company’s long term debt objective is to maintain the majority of its debt at fixed interest rates or hedged with interest
rate swaps. Any increase in the applicable interest rates could increase expense and have a material adverse effect on the
Company’s cash flow and results of operations. The Company has historically managed interest rate risk by hedging with interest
rate swaps. There can be no assurance that any hedging or other risk management strategy, if any, undertaken by the Company
will be effective.
Business Continuity
The Company may be subject to unexpected events and natural hazards, including severe weather events, interruption of utilities
and infrastructure or occurrence of pandemics, which could cause sudden or complete cessation of its day to day operations. The
Company has worked with industry and government sources to develop preparedness plans. However, no such plan can eliminate
the risks associated with events of this magnitude. Any failure to respond effectively or appropriately to such events could
adversely affect the Company’s operations, reputation and financial results.
Insurance
The Company and its subsidiaries are self insured on a limited basis with respect to certain operational risks and also purchase
excess insurance coverage from financially stable third party insurance companies. In addition to maintaining comprehensive loss
prevention programs, the Company maintains management programs to mitigate the financial impact of operational risks. Such
programs may not be effective to limit the Company’s exposure to these risks, and to the extent that the Company is self insured
or liability exceeds applicable insurance limits, the Company’s financial position could be adversely affected.
Ethical Business Conduct
Any failure of the Company to adhere to its policies, the law or ethical business practices could significantly affect its reputation
and brands and could therefore negatively impact the Company’s financial performance. The Company’s framework for managing
ethical business conduct includes the adoption of a Code of Business Conduct and Ethics which directors and employees of the
Company are required to acknowledge and agree to on a regular basis. As well, as part of an independent audit and security
function the Company maintains a whistle blowing hotline. There can be no assurance that these measures will be effective to
prevent violations of law or ethical business practices.
Environmental, Health and Safety
The Company operates its business locations across the country, including numerous fuel stations. Each of these sites has the
potential to experience environmental contamination or other issues as a result of the Company’s operations or the activities of
third parties, including neighbouring properties.
69
management’s discussion and analysis2015 ANNUAL REPORT When environmental issues are identified, any required environmental site remediation is completed using appropriate, qualified
internal and external resources. The Company may be required to absorb all costs associated with such remediation, which may
be substantial.
Sobeys’ retail fuel locations operate underground storage tanks. Environmental contamination resulting from leaks or damages
to these tanks is possible. To mitigate this environmental risk, Sobeys engages in several monitoring procedures, as well as risk
assessment activities, to minimize potential environmental hazards.
These activities mitigate but do not eliminate the Company’s environmental risk, and as such, along with the risk of changes to
existing environmental protection regulatory requirements, there remains exposure for negative financial and operational impacts
to the Company in future years.
Occupational Health and Safety
The Company has developed programs to promote a healthy and safe workplace, as well as progressive employment policies
focused on the well being of the thousands of employees who work in its stores, distribution centres and offices. These policies
and programs are reviewed regularly by the Human Resources Committee of the Board of Directors.
Real Estate
The Company utilizes a capital allocation process which is focused on obtaining the most attractive real estate locations for its
retail stores, as well as for its commercial property and residential development operations, with direct or indirect Company
ownership being an important, but not overriding, consideration. The Company develops certain retail store locations on owned
sites; however, the majority of its store development is done in conjunction with external developers. The availability of high
potential new store sites and/or the ability to expand existing stores is therefore in large part contingent upon the successful
negotiation of operating leases with these developers and the Company’s ability to purchase high potential sites.
Legal, Taxation and Accounting
Changes to any of the various federal and provincial laws, rules and regulations related to the Company’s business could have a
material impact on its financial results. Compliance with any proposed changes could also result in significant cost to the Company.
Failure to fully comply with various laws and rules and regulations may expose the Company to proceedings which may materially
affect its performance.
Similarly, income tax regulations and/or accounting pronouncements may be changed in ways which could negatively affect
the Company. The Company mitigates the risk of not being in compliance with the various laws and rules and regulations by
monitoring for newly adopted activities, improving technology systems and controls, improving internal controls to detect and
prevent errors and overall, application of more scrutiny to ensure compliance. In the ordinary course of business, the Company
is subject to ongoing audits by tax authorities. While the Company believes that its tax filing positions are appropriate and
supportable, from time to time certain matters are reviewed and challenged by the tax authorities.
Utility and Fuel Prices
The Company is a significant consumer of electricity, other utilities and fuel. These items have been subject to significant volatility.
Unanticipated cost increases in these items could negatively affect the Company’s financial performance. A failure to maintain
effective consumption and procurement programs could adversely affect the Company’s financial results. In addition, Sobeys
operates a large number of fuel stations. Significant increases in wholesale prices or availability could adversely affect operations
and financial results of the fuel retailing business.
70
management’s discussion and analysisEMPIRE COMPANY LIMITED Credit Rating
There can be no assurance that the credit rating assigned to Sobeys or the Notes will remain in effect for any given period
of time or that the rating will not be lowered, withdrawn or revised by DBRS or S&P at any time. Real or anticipated changes
in credit rating can affect the cost at which Sobeys can access the capital markets. The likelihood that Sobeys’ creditors will
receive payments owing to them will depend on the Sobeys’ financial health and creditworthiness. Credit ratings assigned by
a ratings agency provide an opinion of that ratings agency on the risk that an issuer will fail to satisfy its financial obligations in
accordance with the terms under which an obligation has been issued. Receipt of a credit rating provides no guarantee of Sobeys’
future creditworthiness.
Foreign Currency
The Company conducts the majority of its operating business in CAD and its foreign exchange risk is mainly limited to currency
fluctuations between the CAD, the Euro and the USD. USD purchases of products represent approximately 5.0 percent of Sobeys’
total annual purchases with Euro purchases limited to specific contracts for capital expenditures. A failure to adequately manage
the risk of exchange rate changes could adversely affect the Company’s financial results.
Capital Allocation
It is important that capital allocation decisions result in an appropriate return on capital. The Company has a number of strong
mitigation strategies in place regarding the allocation of capital, including the Board of Directors’ review of significant capital
allocation decisions.
Seasonality
The Company’s operations as they relate to food, specifically inventory levels, sales volume and product mix, are impacted to
some degree by certain holiday periods in the year.
Foreign Operations
The Company has certain foreign operations. The Company’s foreign operations are limited to a produce sourcing operation and
residential real estate partnerships based in the United States.
Drug Regulation
The Company currently operates 348 in-store pharmacies and 76 freestanding pharmacies that are subject to risks associated with
changes to federal and provincial legislation governing the sale of prescription drugs. Legislated changes to generic prescription
drug prices and dispensing fees, which vary province by province, continued to impact the Company in fiscal 2015. In addition to
provincial plan changes, third parties continue to advocate for changes to generic drug legislation in order to reduce drug plan
costs. Changes to legislation affecting generic prescription drug prices, reimbursement rates for generic drugs, manufacturer
allowance funding and dispensing fees are expected to continue the downward pressure on prescription drug sales. The Company
will continue to identify opportunities to mitigate the negative impact these changes have on financial performance.
Pension Plans
The Company has certain retirement benefit obligations under its registered defined benefit plans. New regulations and market
driven changes may result in changes in discount rates and other variables which could result in the Company being required to
make contributions that differ from estimates, which could have an adverse affect on the financial performance of the Company.
The Company participates in various multi-employer pension plans, providing pension benefits to unionized employees pursuant
to provisions in collective bargaining agreements. Approximately 17 percent of employees of Sobeys and its franchisees
and affiliates participate in these plans. Sobeys’ responsibility to make contributions to these plans is limited by the amounts
established in the collective bargaining agreements, however poor performance of these plans could have a negative effect on
Sobeys’ employees or could result in changes to the terms and conditions of participation in these plans, which in turn could
negatively affect the financial performance of the Company.
71
management’s discussion and analysis2015 ANNUAL REPORT Leverage Risk
The Company’s degree of leverage, particularly since the draw of credit facilities to complete the Canada Safeway acquisition,
could have adverse consequences for the Company. These include limiting the Company’s ability to obtain additional financing
for working capital and activities such as capital expenditures, product development, debt service requirements, and acquisitions.
Higher leveraging restricts the Company’s flexibility and discretion to operate its business by limiting the Company’s ability to
declare dividends due to having to dedicate a portion of the Company’s cash flows from operations to the payment of interest
on its existing indebtedness. Utilizing cash flows for interest payments also limits capital available for other purposes including
operations, capital expenditures and future business opportunities. Increased levels of debt exposes the Company to increased
interest expense on borrowings at variable rates therefore limiting the Company’s ability to adjust to changing market conditions.
This could place the Company at a competitive disadvantage compared to its competitors that have less debt, by making the
Company vulnerable during downturns in general economic conditions and limiting the Company’s ability to make capital
expenditures that are important to its growth and strategies.
Integration of the Combined Business
Sobeys’ ability to maintain and successfully execute its business depends upon the judgment and project execution skills of
its senior management. Any management disruption or difficulties in integrating Sobeys’ and Canada Safeway’s management
and operations staff could significantly affect Sobeys’ business and results of operations. The success of the Canada Safeway
acquisition will depend, in large part, on the ability of management to realize the anticipated benefits and cost synergies from
integration of the businesses of Sobeys and Canada Safeway. The integration of Sobeys and Canada Safeway may result in
significant challenges, and management may be unable to accomplish the integration smoothly, or successfully, in a timely
manner or without spending significant amounts of money. It is possible that the integration process could result in the loss of key
employees, the disruption of the respective ongoing businesses or inconsistencies in standards, controls, procedures and policies
that adversely affect the ability of management to maintain relationships with clients, suppliers, employees or to achieve the
anticipated benefits of the Canada Safeway acquisition.
The integration of Canada Safeway requires the dedication of substantial effort, time and resources on the part of management
which may divert management’s focus and resources from other strategic opportunities and from operational matters during
this process. There can be no assurance that management will be able to integrate the operations of each of the businesses
successfully or achieve all of the synergies or other benefits that are anticipated as a result of the Canada Safeway acquisition.
The extent to which synergies are realized and the timing of such cannot be assured. Any inability of management to successfully
integrate the operations of Sobeys and Canada Safeway could have a material adverse effect on the business, financial condition
and results of operations of Sobeys.
EMPLOYEE FUTURE BENEFIT OBLIGATIONS
For the 52 weeks ended May 2, 2015, the Company contributed $8.9 million (2014 – $11.9 million) to its registered defined benefit
plans. The Company expects to contribute approximately $9.0 million in fiscal 2016 to these plans. The Company continues to
assess the impact of the capital markets on its funding requirement.
SUBSEQUENT EVENTS
Subsequent to the close of the fourth quarter, on May 12, 2015, an agreement for Sobeys to purchase certain assets and select
liabilities of Co-op Atlantic’s food and fuel business for $24.5 million plus standard working capital adjustments and holdbacks was
approved by Co-op Atlantic’s member-owners. The agreement provides for the purchase of five full service grocery stores, five
fuel stations (two co-located with grocery stores), other real estate assets, and other assets and select liabilities. On June 12, 2015,
regulatory clearance was obtained from the Competition Bureau and the transaction closed effective June 21, 2015.
Subsequent to May 2, 2015, Sobeys made a successful bid to purchase a former Target Canada Co. warehouse in Rocky View,
Alberta for $50.0 million. The facility will be retro-fitted for automation and when renovations are complete, it will have the capacity
to efficiently distribute dry grocery to stores in Alberta, Saskatchewan and part of Manitoba.
72
management’s discussion and analysisEMPIRE COMPANY LIMITED DESIGNATION FOR ELIGIBLE DIVIDENDS
“Eligible dividends” receive favourable treatment for income tax purposes. To be considered an eligible dividend, a dividend must
be designated as such at the time of payment.
Empire has, in accordance with the administrative position of CRA, included the appropriate language on its website to designate
the dividends paid by Empire as eligible dividends unless otherwise designated.
NON-GAAP FINANCIAL MEASURES
There are measures included in this MD&A 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. Management believes that certain of these
measures, including gross profit, operating income and EBITDA, are important indicators of Empire’s ability to generate liquidity
through operating cash flow to fund future working capital requirements, service outstanding debt, and fund future capital
expenditures and uses these metrics for these purposes.
In addition, management undertakes to adjust certain of these and other measures, including EBITDA and net earnings from
continuing operations in an effort to provide investors and analysts with a more comparable year-over-year performance metric
than the basic measure, by excluding items which are considered not indicative of underlying business operating performance.
The intent of non-GAAP financial measures is to provide additional useful information to investors and analysts. Non-GAAP
financial measures should not be considered in isolation or used as a substitute for measures of performance prepared in
accordance with GAAP. The Company’s definitions of the non-GAAP terms included in this MD&A 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. Management believes that gross margin is an important indicator of cost control
and can help management, analysts and investors assess the competitive landscape and promotional environment of the
industry in which the Company operates. An increasing percentage indicates lower cost of sales as a percentage of 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.
The exclusion of depreciation and amortization partially eliminates the non-cash impact from operating income.
EBITDA margin is EBITDA divided by sales. Management believes that EBITDA margin is an important indicator of overall fixed
and variable cost control (excluding depreciation and amortization of intangibles) and can help management, analysts and
investors assess the competitive landscape, promotional environment of the industry, and overall management of fixed and
variable operating costs. An increasing percentage indicates lower operating costs as a percentage of sales.
The following table reconciles EBITDA to GAAP measures:
($ in millions)
Operating income
Depreciation(1)
Amortization of intangibles(1)
EBITDA
13 Weeks Ended
52 Weeks Ended
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
$
$
116.2
99.4
21.0
22.9
99.4
25.1
$
$
743.6
397.8
84.7
$
236.6
$
147.4
$ 1,226.1
$
328.5
359.4
67.4
755.3
(1) Depreciation and amortization of intangibles from Empire Theatres have been recorded in discontinued operations and, as a result, these figures will not
reflect those presented on the Company’s consolidated statements of cash flows.
73
management’s discussion and analysis2015 ANNUAL REPORT
•
Adjusted EBITDA is EBITDA excluding items which are considered not indicative of underlying business operating performance.
Adjusted EBITDA is reconciled to EBITDA in its respective subsection of the “Management’s Explanation of Consolidated
Operating Results”, “Food Retailing” and “Investments and Other Operations” sections of this MD&A.
• Adjusted EBITDA margin is adjusted EBITDA divided by sales.
•
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.
•
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. Management believes that interest expense represents a true measure
of the Company’s debt service expense, without the offsetting total finance income.
The following table reconciles interest expense to GAAP measures.
($ in millions)
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
13 Weeks Ended
52 Weeks Ended
Finance costs, net
Plus: finance income
Plus: fair value (losses) gains on forward contracts
Less: net pension finance costs
Less: accretion expense on provisions
Interest expense
Interest expense on financial liabilities measured at amortized cost
Losses on cash flow hedges reclassified
from other comprehensive income
$
$
$
$
$
$
34.6
0.5
(0.1)
(2.7)
(1.9)
30.4
30.2
0.2
$
$
$
47.6
0.6
(0.1)
(3.4)
(1.0)
43.7
43.7
–
$
$
$
156.3
1.4
0.5
(12.0)
(8.9)
137.3
136.7
0.6
133.2
10.3
(0.6)
(10.4)
(3.0)
129.5
129.5
–
Interest expense
$
30.4
$
43.7
$
137.3
$
129.5
•
•
•
•
•
Interest coverage is calculated as operating income divided by interest expense.
Adjusted net earnings from continuing operations are 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. Adjusted net earnings from continuing operations is reconciled to net earnings
from continuing operations, net of non-controlling interest, in its respective subsection of the “Management’s Explanation of
Consolidated Operating Results”, “Food Retailing” and “Investments and Other Operations” sections of this MD&A.
Return on equity, as reported by Sobeys, is net earnings for the year attributable to owners of the parent, divided by average
shareholders’ equity.
Funded debt is all interest bearing debt, which includes bank loans, bankers’ acceptances and long-term debt. Management
believes that funded debt represents the best indicator of the Company’s total financial obligations on which interest payments
are made.
Net funded debt is calculated as funded debt less cash and cash equivalents. Management believes that the deduction of
cash and cash equivalents from funded debt represents a more accurate measure of the Company’s financial obligations after
100 percent of cash and cash equivalents are applied against the total obligation.
• 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.
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management’s discussion and analysisEMPIRE COMPANY LIMITED
•
Net funded debt to net total capital ratio is net funded debt divided by net total capital. Management believes that funded debt
to total capital ratio and net funded debt to net total capital ratios represent measures upon which the Company’s changing
capital structure can be analyzed over time. Increasing ratios would indicate that the Company is using an increasing amount of
debt in its capital structure to fund its operations.
The following tables reconcile the Company’s funded debt, net funded debt, net total capital and total capital to GAAP measures
as reported on the balance sheets as at May 2, 2015, May 3, 2014 and May 4, 2013, respectively:
($ in millions)
Bank indebtedness
Long-term debt due within one year
Long-term debt
Funded debt
Less: cash and cash equivalents
Net funded debt
Total shareholders’ equity, net of non-controlling interest
Net total capital
($ in millions)
Funded debt
Total shareholders’ equity, net of non-controlling interest
Total capital
May 2, 2015
May 3, 2014(1)
May 4, 2013(2)
$
–
53.9
2,242.0
2,295.9
(295.9)
2,000.0
5,983.8
$
–
218.0
3,282.1
3,500.1
(429.3)
3,070.8
5,700.5
$
6.0
47.6
915.9
969.5
(455.2)
514.3
3,724.8
$ 7,983.8
$
8,771.3
$
4,239.1
May 2, 2015
May 3, 2014
May 4, 2013
$
2,295.9
5,983.8
$
3,500.1
5,700.5
$
969.5
3,724.8
$
8,279.7
$
9,200.6
$
4,694.3
(1) Amounts have been restated as a result of the finalized purchase price allocation related to the Canada Safeway acquisition; see the “Business Acquisition”
section of this MD&A.
(2) Amounts have been restated as a result of a change in accounting policy.
•
•
Funded debt to EBITDA ratio is funded debt divided by trailing four-quarter EBITDA. Management uses this ratio to partially
assess the financial condition of the Company. An increasing ratio would indicate that the Company is utilizing more debt per
dollar of EBITDA generated.
EBITDA to interest expense ratio is trailing four-quarter EBITDA divided by trailing four-quarter interest expense. Management
uses this ratio to partially assess the coverage of its interest expense on financial obligations. An increasing ratio would indicate
that the Company is generating more EBITDA per dollar of interest expense, resulting in greater interest coverage.
•
Book value per common share is shareholders’ equity, net of non-controlling interest, divided by total common
shares outstanding.
The following table shows the calculation of Empire’s book value per common share as at May 2, 2015, May 3, 2014 and May 4, 2013.
($ in millions, except per share information)
Shareholders’ equity, net of minority interest
Shares outstanding (basic)
Book value per common share
(1) Amounts have been restated as a result of a change in accounting policy.
May 2, 2015
May 3, 2014
May 4, 2013(1)
$ 5,983.8
92.333
$
64.81
$
$
5,700.5
92.310
61.75
$
$
3,724.8
67.949
54.82
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management’s discussion and analysis2015 ANNUAL REPORT
•
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. Management uses free cash flow as a
measure to assess the amount of cash available for debt repayment, dividend payments and other investing and financing
activities. Free cash flow is reconciled to GAAP measures as reported on the consolidated statement of cash flows in the
“Free Cash Flow” section of this MD&A.
Additional financial information relating to Empire, including the Company’s Annual Information Form, can be found on the
Company’s website www.empireco.ca or on the SEDAR website for Canadian regulatory filings at www.sedar.com.
Dated: June 24, 2015
Stellarton, Nova Scotia, Canada
76
management’s discussion and analysisEMPIRE COMPANY LIMITED Consolidated Financial Statements
Table of Contents
Management’s Statement of Responsibility for Financial Reporting
Independent Auditor’s Report
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
78
79
80
80
81
82
83
84
85
2015 ANNUAL REPORT
77
Management’s Statement of Responsibility
for Financial Reporting
Preparation of the consolidated financial statements accompanying this annual report and the presentation of all other information
in the report is the responsibility of management. The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards or Generally Accepted Accounting Principles and reflect management’s best estimates
and judgments. All other financial information in the report is consistent with that contained in the consolidated
financial statements.
Management of the Company has established and maintains a system of internal control that provides reasonable assurance as to
the integrity of the consolidated financial statements, the safeguarding of Company assets, and the prevention and detection of
fraudulent financial reporting.
The Board of Directors, through its Audit Committee, oversees management in carrying out its responsibilities for financial
reporting and systems of internal control. The Audit Committee, which is chaired by and composed solely of directors who are
unrelated to, and independent of, the Company, meet regularly with financial management and external auditors to satisfy itself
as to reliability and integrity of financial information and the safeguarding of assets. The Audit Committee reports its findings to
the Board of Directors for consideration in approving the annual consolidated financial statements to be issued to shareholders.
The external auditors have full and free access to the Audit Committee.
(signed) “Marc Poulin”
(signed) “François Vimard”
Marc Poulin
President and
Chief Executive Officer
June 24, 2015
François Vimard
Chief Financial and
Administrative Officer
June 24, 2015
78
EMPIRE COMPANY LIMITED
Independent Auditor’s Report
TO THE SHAREHOLDERS OF EMPIRE COMPANY LIMITED
We have audited the accompanying consolidated financial statements of Empire Company Limited, which comprise the
consolidated balance sheets as at May 2, 2015 and May 3, 2014 and the consolidated statements of earnings, comprehensive
income, changes in shareholders’ equity, and cash flows for the 52 week fiscal years then ended, and a summary of significant
accounting policies and other explanatory information.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance
with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our
audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our
audit opinion.
OPINION
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of
Empire Company Limited as at May 2, 2015 and May 3, 2014, and its consolidated financial performance and its consolidated cash
flows for the 52 week fiscal years then ended, in accordance with International Financial Reporting Standards.
(signed) “Grant Thornton LLP”
Chartered Accountants
Halifax, Canada
June 24, 2015
79
2015 ANNUAL REPORT
Consolidated Balance Sheets
As At
(in millions of Canadian dollars)
ASSETS
Current
Cash and cash equivalents
Receivables
Inventories (Note 4)
Prepaid expenses
Loans and other receivables (Note 5)
Income taxes receivable
Assets held for sale (Note 6)
Loans and other receivables (Note 5)
Investments
Investments, at equity (Note 7)
Other assets (Note 8)
Property and equipment (Note 9)
Investment property (Note 10)
Intangibles (Note 11)
Goodwill (Note 12)
Deferred tax assets (Note 13)
LIABILITIES
Current
Accounts payable and accrued liabilities
Income taxes payable
Provisions (Note 14)
Long-term debt due within one year (Note 15)
Provisions (Note 14)
Long-term debt (Note 15)
Other long-term liabilities (Note 16)
Deferred tax liabilities (Note 13)
SHAREHOLDERS’ EQUITY
Capital stock (Note 18)
Contributed surplus
Retained earnings
Accumulated other comprehensive income
Non-controlling interest
See accompanying notes to the consolidated financial statements.
On Behalf of the Board
(signed) “Robert P. Dexter”
(signed) “Marc Poulin”
Director
Director
80
May 2, 2015
May 3, 2014
$
295.9
507.4
1,260.6
120.5
24.8
18.9
47.8
2,275.9
88.5
25.1
577.8
48.4
3,500.4
104.2
943.0
3,799.2
110.9
$
429.3
459.3
1,310.2
113.7
35.7
39.7
204.8
2,592.7
63.2
24.8
554.2
29.2
3,685.6
104.5
993.6
4,069.7
126.2
$ 11,473.4
$ 12,243.7
$
2,265.8
40.9
122.1
53.9
2,482.7
142.9
2,242.0
458.0
110.9
5,436.5
2,109.4
8.2
3,859.9
6.3
5,983.8
53.1
6,036.9
$
2,244.9
21.0
82.4
218.0
2,566.3
140.7
3,282.1
389.3
123.8
6,502.2
2,108.6
5.0
3,585.9
1.0
5,700.5
41.0
5,741.5
$ 11,473.4
$ 12,243.7
EMPIRE COMPANY LIMITED
Consolidated Statements of Earnings
52 Weeks Ended
(in millions of Canadian dollars, except per share amounts)
Sales
Other income (Note 19)
Share of earnings from investments, at equity (Note 7)
Operating expenses
Cost of sales
Selling and administrative expenses
Operating income
Finance costs, net (Note 21)
Earnings before income taxes
Income taxes (Note 13)
Net earnings from continuing operations
Net earnings from discontinued operations (Note 22)
Net earnings
Earnings for the year attributable to:
Non-controlling interest
Owners of the parent
From continuing operations
From discontinued operations
Earnings per share from continuing and discontinued operations (Note 23)
Basic
From continuing operations
From discontinued operations
Total
Diluted
From continuing operations
From discontinued operations
Total
Weighted average number of common shares outstanding, in millions (Note 23)
Basic
Diluted
See accompanying notes to the consolidated financial statements.
May 2, 2015
May 3, 2014
$ 23,928.8
99.6
85.7
$ 20,957.8
49.3
50.2
17,966.7
5,403.8
15,941.3
4,787.5
743.6
156.3
587.3
150.4
436.9
–
$
436.9
$
328.5
133.2
195.3
36.3
159.0
84.4
243.4
$
17.9
$
8.0
419.0
–
$
436.9
$
$
$
$
$
$
$
$
$
4.54
–
4.54
4.54
–
4.54
92.3
92.4
151.0
84.4
243.4
1.89
1.05
2.94
1.88
1.05
2.93
80.0
80.2
81
2015 ANNUAL REPORT
Consolidated Statements of Comprehensive Income
52 Weeks Ended
(in millions of Canadian dollars)
Net earnings
Other comprehensive income
Items that will be reclassified subsequently to net earnings
Unrealized (losses) gains on derivatives designated
as cash flow hedges (net of taxes of $1.8 (2014 – $(0.3)))
Reclassification of losses on derivatives designated
as cash flow hedges to earnings (net of taxes of $(0.2) (2014 – $ nil))
Unrealized gains (losses) on available for sale financial assets (net of taxes of $ nil (2014 – $ nil))
Share of other comprehensive income of investments, at equity (net of taxes of $(0.3) (2014 – $ nil))
Exchange differences on translation of foreign operations
Items that will not be reclassified subsequently to net earnings
Actuarial (losses) gains on defined benefit plans (net of taxes of $15.8 (2014 – $(11.4))) (Note 17)
Total comprehensive income
Total comprehensive income for the year attributable to:
Non-controlling interest
Owners of the parent
Total comprehensive income attributable to owners of the parent arises from:
Continuing operations
Discontinued operations (Note 22)
See accompanying notes to the consolidated financial statements.
May 2, 2015
May 3, 2014
$
436.9
$
243.4
(4.6)
0.4
0.4
1.3
7.8
0.6
–
(0.2)
2.7
6.0
(45.3)
29.9
$
396.9
$
282.4
$
17.9
379.0
$
$
396.9
$
$
379.0
–
$
$
379.0
$
8.0
274.4
282.4
190.0
84.4
274.4
82
EMPIRE COMPANY LIMITED
Consolidated Statements of Changes
in Shareholders’ Equity
(in millions of Canadian dollars)
Capital Stock
Accumulated
Other
Contributed Comprehensive
(Loss) Income
Surplus
Retained
Earnings
Total
Attributable
to Parent
Non-
controlling
Interest
Total Equity
Balance at May 3, 2014
$ 2,108.6 $
5.0 $
1.0 $ 3,585.9 $ 5,700.5 $
41.0 $ 5,741.5
$
Balance at May 4, 2013
Dividends declared on common shares
Employee share options
Capital transactions with
structured entities
Issuance of common shares (Note 18)
Transactions with owners
Net earnings
Other comprehensive income
Unrealized gains on derivatives
designated as cash flow hedges
Unrealized losses on available
for sale financial assets
Actuarial gains on defined
benefit plans
Share of other comprehensive
income of investments, at equity
Exchange differences on
translation of foreign operations
Total comprehensive income for the year
319.3 $
–
2.2
6.7 $
–
(1.7)
–
1,787.1
1,789.3
–
–
(1.7)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Dividends declared on common shares
Employee share options
Capital transactions with
structured entities
Transactions with owners
Net earnings
Other comprehensive income
Unrealized losses on derivatives
designated as cash flow hedges
Reclassification of losses on
derivatives designated as cash
flow hedges to earnings
Unrealized gains on available
for sale financial assets
Actuarial losses on defined
benefit plans
Share of other comprehensive
income of investments, at equity
Exchange differences on
translation of foreign operations
Total comprehensive income for the year
–
0.8
–
3.2
–
–
0.8
3.2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8.1) $ 3,406.9 $ 3,724.8 $
(83.3)
(3.0)
(83.3)
(2.5)
–
–
–
1,787.1
(86.3)
1,701.3
31.3 $ 3,756.1
(83.3)
(2.5)
–
–
1.7
–
1.7
1.7
1,787.1
1,703.0
235.4
235.4
8.0
243.4
–
–
–
–
–
–
0.6
(0.2)
–
–
0.6
(0.2)
–
29.9
29.9
–
–
2.7
6.0
–
–
–
–
–
0.6
(0.2)
29.9
2.7
6.0
265.3
274.4
8.0
282.4
(99.7)
–
(99.7)
4.0
–
–
(99.7)
4.0
–
–
(5.8)
(5.8)
(99.7)
(95.7)
(5.8)
(101.5)
419.0
419.0
17.9
436.9
–
–
–
(4.6)
0.4
0.4
–
(45.3)
(45.3)
1.3
7.8
–
–
1.3
7.8
–
–
–
–
–
–
(4.6)
0.4
0.4
(45.3)
1.3
7.8
2.7
6.0
9.1
–
–
–
–
–
(4.6)
0.4
0.4
5.3
373.7
379.0
17.9
396.9
Balance at May 2, 2015
$ 2,109.4 $
8.2 $
6.3 $ 3,859.9 $ 5,983.8 $
53.1 $ 6,036.9
See accompanying notes to the consolidated financial statements.
83
2015 ANNUAL REPORT
Consolidated Statements of Cash Flows
52 Weeks Ended
(in millions of Canadian dollars)
Operations
Net earnings
Adjustments for:
Depreciation
Income taxes
Finance costs, net (Note 21 and 22)
Amortization of intangibles
Gain on disposal of assets
Impairment of non-financial assets, net
Amortization of deferred items
Equity in earnings of other entities, net of distributions received
Employee future benefits obligation
Increase in long-term lease obligation
Decrease in long-term provisions
Stock option plan
Restructuring
Losses recognized on remeasurement of assets and
restructuring costs of discontinued operations (Note 22)
Net change in non-cash working capital
Income taxes paid, net
Cash flows from operating activities
Investment
Net increase in investments
Property, equipment and investment property purchases
Proceeds on disposal of property, equipment and investment property
Additions to intangibles
Loans and other receivables
Other assets and other long-term liabilities
Proceeds on sale of asset backed commercial paper
Business acquisitions (Note 24)
Interest received
Non-controlling interest
Cash flows from (used in) investing activities
Financing
Decrease in bank indebtedness
Issue of long-term debt
Deferred debt financing costs
Repayment of long-term debt
Stock option purchases
Interest paid
Issue of Non-Voting Class A shares, net (Note 18)
Share issue costs (Note 18)
Dividends paid, common shares
Cash flows (used in) from financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
See accompanying notes to the consolidated financial statements.
84
May 2, 2015
May 3, 2014
$
436.9
$
243.4
397.8
150.4
156.3
84.7
(67.0)
1.5
12.7
33.3
(0.5)
5.8
(52.5)
4.0
103.0
–
(15.7)
(90.2)
1,160.5
(40.7)
(497.2)
781.2
(44.8)
(14.4)
(21.4)
–
(11.7)
1.4
(5.8)
146.6
–
414.4
(0.9)
(1,635.5)
–
(118.8)
–
–
(99.7)
(1,440.5)
(133.4)
429.3
$
295.9
$
362.5
49.6
134.0
68.1
(137.5)
(7.0)
7.1
27.5
2.9
1.2
(0.6)
4.8
169.8
34.8
36.3
(211.6)
785.3
(151.6)
(563.1)
1,644.4
(18.5)
21.2
(5.1)
26.0
(5,825.0)
4.4
1.7
(4,865.6)
(6.0)
3,337.6
(50.6)
(798.6)
(9.1)
(102.3)
1,842.6
(75.9)
(83.3)
4,054.4
(25.9)
455.2
429.3
EMPIRE COMPANY LIMITED
Notes to the Consolidated Financial Statements
May 2, 2015 (in millions of Canadian dollars, except per share amounts)
1. REPORTING ENTITY
Empire Company Limited (“Empire” or the “Company”) is a Canadian company whose key businesses are food retailing and
related real estate. The Company is incorporated in Canada and the address of its registered office of business is 115 King
Street, Stellarton, Nova Scotia, B0K 1S0, Canada. The consolidated financial statements for the year ended May 2, 2015 include
the accounts of Empire, all subsidiary companies, including 100 percent owned Sobeys Inc. (“Sobeys”), and certain enterprises
considered structured entities (“SEs”), where control is achieved on a basis other than through ownership of a majority of voting
rights. Investments in which the Company has significant influence are accounted for using the equity method. The Company’s
food retailing business is conducted in five operating segments: Sobeys West, Sobeys Ontario, Sobeys Quebec, Sobeys
Atlantic, and Lawtons. These operating segments have been aggregated into one reportable segment, “Food retailing”, as
they all share similar economic characteristics. The Company’s reportable segments include Food retailing and Investments and
other operations. The Company’s food retailing business is affected by seasonality and the timing of holidays. Retail sales are
traditionally higher in the Company’s first quarter. The Company’s fiscal year ends on the first Saturday in May. As a result, the
fiscal year is usually 52 weeks but results in a duration of 53 weeks every five to six years.
2. BASIS OF PREPARATION
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”
or “GAAP”) as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements were authorized for issue by the Board of Directors on June 24, 2015.
Basis of measurement
The consolidated financial statements are prepared on the historical cost basis, except the following assets and liabilities which
are stated at their fair value: financial instruments classified as fair value through profit and loss (“FVTPL”), financial instruments
classified as available for sale, and cash settled stock-based compensation plans. Assets held for sale are valued at the lower of
their carrying amount and fair value less costs to sell.
Use of estimates and judgments
The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions
that affect the amounts reported in the consolidated financial statements and accompanying notes. The use of estimates,
judgments and assumptions are all interrelated. Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The Company has applied judgment in its assessment of the appropriateness of consolidation of SEs, the appropriateness of
equity accounting for its investments in associates and joint ventures, the classification of leases and financial instruments, the level
of componentization of property and equipment, the determination of cash generating units, the identification of indicators of
impairment for property and equipment, investment property and intangible assets, the recognition and measurement of assets
acquired and liabilities assumed, and the recognition of provisions.
Estimates, judgments and assumptions that could have a significant impact on the amounts recognized in the consolidated
financial statements are summarized below. Estimates are based on management’s best knowledge of current events and actions
that the Company may undertake in the future. Actual results could differ from these estimates.
(a)
Inventories
Inventories are valued at the lower of cost and estimated net realizable value. Significant estimation or judgment is required in
the determination of (i) inventories valued at retail and adjusted to cost; (ii) estimated inventory provisions due to spoilage and
shrinkage occurring between the last physical inventory count and the balance sheet dates; and (iii) estimated inventory provisions
associated with vendor allowances and internal charges.
85
2015 ANNUAL REPORT (b) Impairment
Management assesses impairment of non-financial assets such as investments at equity, goodwill, intangible assets, property and
equipment, and investment property. In assessing impairment, management estimates the recoverable amount of each asset or
cash-generating unit based on expected future cash flows. When measuring expected future cash flows, management makes
assumptions about future growth of profits which relate to future events and circumstances. Actual results could vary from these
estimated future cash flows. Estimation uncertainty relates to assumptions about future operating results and the application of an
appropriate discount rate. Impairment losses and reversals are disclosed in the consolidated financial statements in Notes 7, 9, 10,
11, and 12.
(c) Employee future benefits
Accounting for the costs of defined benefit pension plans and other post-employment benefits requires the use of a number of
assumptions. Pension obligations are based on current market conditions and actuarial determined data such as medical cost
trends, mortality rates, and future salary increases. A sensitivity analysis and more detail of key assumptions used in measuring
the pension and post-employment benefit obligations are disclosed in Note 17.
(d) Income taxes
Assumptions are applied when management assesses the timing and reversal of temporary differences and estimates the
Company’s future earnings to determine the recognition of current and deferred income taxes. Judgments are also made by
management when interpreting the tax rules in jurisdictions where the Company operates. Note 13 details the current and
deferred income tax expense and deferred tax assets and liabilities.
(e) Business acquisitions
For business acquisitions, the Company applies judgment on the recognition and measurement of assets acquired and liabilities
assumed, and estimates are utilized to calculate and measure such adjustments. In measuring the fair value of an acquiree’s assets
and liabilities management uses estimates about future cash flows and discount rates. Any measurement changes after initial
recognition would affect the measurement of goodwill.
(f) Provisions
Estimates and assumptions are used to calculate provisions when the Company estimates the expected future cash flows relating
to the obligation and applies an appropriate discount rate.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of consolidation
The financial statements for the Company include the accounts of the Company and all of its subsidiary undertakings drawn up to
the reporting date. Subsidiaries, including SEs, are all entities which the Company controls. All subsidiaries have a reporting date
within five weeks of the Company’s reporting date. Where necessary, adjustments have been made to reflect transactions between
the reporting dates of the Company and its subsidiaries.
Control exists when the Company has existing rights that give it the current ability to direct the activities that significantly affect
the entity’s returns. The Company reassesses control on an ongoing basis.
SEs are entities controlled by the Company which were designed so that voting or similar rights are not the dominant factor in
deciding who controls the entity. SEs are consolidated if, based on an evaluation of the substance of its relationship with the
Company, the Company concludes that it controls the SE. SEs controlled by the Company were established under terms that
impose strict limitations on the decision making powers of the SEs management and that results in the Company receiving the
majority of the benefits related to the SEs operations and net assets, being exposed to the majority of risks incident to the SEs
activities, and retaining the majority of the residual or ownership risks related to the SEs or their assets.
All intercompany transactions, balances, income, and expenses are eliminated in preparing the consolidated financial statements.
86
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED Earnings or losses and other comprehensive income of subsidiaries acquired or disposed of during the period are recognized from
the effective date of acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interest represents the portion of a subsidiary’s earnings and losses and net assets that is not held by the
Company. If losses in a subsidiary applicable to a non-controlling interest exceed the non-controlling interest in the subsidiary’s
equity, the excess is allocated to the non-controlling interest except to the extent that the majority has a binding obligation and is
able to cover the losses.
(b) Business acquisitions
Business acquisitions are accounted for by applying the acquisition method. The acquisition method involves the recognition
of the acquiree’s identifiable assets and liabilities, including contingent liabilities, regardless of whether they were recorded in
the financial statements prior to acquisition. The acquiree’s identifiable assets, liabilities, and contingent liabilities that meet the
conditions for recognition under IFRS 3, “Business Combinations”, are recognized at their fair value at the acquisition date, except
for: (i) deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements which are recognized
and measured in accordance with International Accounting Standard (“IAS”) 12, “Income Taxes”, and IAS 19, “Employee Benefits”,
respectively; and (ii) assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, “Non-current Assets
Held for Sale and Discontinued Operations”, which are measured and recognized at fair value less costs to sell. Goodwill arising on
acquisition is recognized as an asset and represents the excess of acquisition cost over the fair value of the Company’s share of the
identifiable net assets of the acquiree at the date of the acquisition. Any excess of identifiable net assets over the acquisition cost is
recognized in net earnings or loss immediately after acquisition. Transaction costs related to the acquisition are expensed as they
are incurred.
(c) Foreign currency translation
Assets and liabilities of foreign operations with a different functional currency than the Company are translated at exchange rates
in effect at each reporting period end date. The revenues and expenses are translated at average exchange rates for the period.
Cumulative gains and losses on translation are shown in accumulated other comprehensive income or loss.
Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the foreign currency
exchange rate in effect at each reporting period end date. Non-monetary items are translated at the historical exchange rate at the
date of transaction. Exchange gains or losses arising from the translation of these balances denominated in foreign currencies are
recognized in operating income. Revenues and expenses denominated in foreign currencies are translated into Canadian dollars at
the average foreign currency exchange rate for the period.
(d) Cash and cash equivalents
Cash and cash equivalents are defined as cash and guaranteed investments with a maturity less than 90 days at date of acquisition.
(e) Inventories
Warehouse inventories are valued at the lower of cost and net realizable value with cost being determined on a weighted average
cost basis. Retail inventories are valued at the lower of cost and net realizable value. Cost is determined using a weighted average
cost using either the standard cost method or retail method. The retail method uses the anticipated selling price less normal profit
margins, on a weighted average cost basis. The cost of inventories is comprised of directly attributable costs and includes the
purchase price plus other costs incurred in bringing the inventories to their present location and condition, such as freight. The
cost is reduced by the value of rebates and allowances received from vendors. The Company estimates net realizable value as
the amount that inventories are expected to be sold taking into consideration fluctuations of retail price due to seasonality less
estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is
not estimated to be recoverable due to obsolescence, damage or permanent declines in selling prices. When circumstances that
previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in retail
selling price, the amount of the write-down previously recorded is reversed. Costs that do not contribute to bringing inventories
to their present location and condition, such as storage and administrative overheads, are specifically excluded from the cost of
inventories and are expensed in the period incurred.
87
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT (f) Income taxes
Tax expense recognized in net earnings or loss comprises the sum of deferred income tax and current income tax not recognized
in other comprehensive income.
Current income tax assets and liabilities are comprised of claims from, or obligations to, fiscal authorities relating to the current or
prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable earnings, which differs from net
earnings or loss in the consolidated financial statements. The calculation of current income tax is based on tax rates and tax laws
that have been enacted or substantively enacted at the end of the reporting period.
Deferred income taxes are calculated using the asset and liability method on temporary differences between the carrying amounts
of assets and liabilities and their related tax bases. However, deferred tax is not provided on the initial recognition of goodwill or
on the initial recognition of an asset or liability unless the related transaction is a business acquisition or affects tax or accounting
profit. The deferred tax assets and liabilities have been measured using substantively enacted tax rates that will be in effect when
the amounts are expected to settle. Deferred tax assets are only recognized to the extent that it is probable that they will be able
to be utilized against future taxable income. The assessment of the probability of future taxable income in which deferred tax
assets can be utilized is based on the Company’s latest approved forecast, which is adjusted for significant non-taxable income
and expenses and specific limits to the use of any unused tax loss or credit. If a positive forecast of taxable income indicates
the probable use of a deferred tax asset, especially when it can be used without a time limit, that deferred tax asset is usually
recognized in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties are
assessed individually by management based on the specific facts and circumstances.
Deferred tax assets and liabilities are offset only when the Company has a right and intention to offset current tax assets and
liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognized as a component of income
or expense in net earnings or loss, except where they relate to items that are recognized in other comprehensive income (such as
the unrealized gains and losses on cash flow hedges) or directly in equity.
(g) Assets held for sale
Certain property and equipment, inventory, and intangible assets have been listed for sale and reclassified as assets held for sale
on the consolidated balance sheets. These assets are expected to be sold within a twelve month period. Assets held for sale are
valued at the lower of carrying value and fair value less cost of disposal.
(h) Investments in associates
Associates are those entities over which the Company is able to exert significant influence but which it does not control and which
are not interests in a joint venture. Control is reassessed on an ongoing basis. Investments in associates are initially recognized at
cost and subsequently accounted for using the equity method.
Acquired investments in associates are also subject to the acquisition method as explained above. However, any goodwill or
fair value adjustment attributable to the Company’s share in the associate is included in the amount recognized as investments
in associates.
All subsequent changes to the Company’s share of interest in the equity of the associate are recognized in the carrying amount
of the investment. Changes resulting from the earnings or losses generated by the associate are reported within share of
earnings from investments, at equity on the Company’s consolidated statements of earnings. These changes include subsequent
depreciation, amortization or impairment of the fair value adjustments of assets and liabilities.
Changes resulting from earnings of the associate or items recognized directly in the associate’s equity are recognized in earnings
or equity of the Company, as applicable. However, when the Company’s share of losses in an associate equals or exceeds
its interest in the associate, including any unsecured receivables, the Company does not recognize further losses, unless it
has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently
reports earnings, the Company resumes recognizing its share of those earnings only after its share of the earnings exceeds the
accumulated share of losses that had previously not been recognized.
88
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED Unrealized gains and losses on transactions between the Company and its associates are eliminated to the extent of the
Company’s interest in those entities. Where unrealized losses are eliminated, the underlying asset is also tested for impairment
losses from a Company perspective.
At each reporting period end date, the Company assesses whether there are any indicators of impairment in its investment in
associates. For investments in publicly traded entities, carrying value of the investment is compared to the current market value
of the investment based on its quoted price at the balance sheet date. For entities which are not publicly traded, value-in-use
of the investment is determined by estimating the Company’s share of the present value of the estimated cash flows expected
to be generated by the investee. If impaired, the carrying value of the Company’s investment is written down to its estimated
recoverable amount, being the higher of fair value less cost to sell and value-in-use.
In the process of measuring future cash flows, management makes assumptions about future growth of profits. These assumptions
relate to future events and circumstances. The actual results may vary and may cause significant adjustments to the Company’s
investments in associates in the subsequent financial years.
Each of the associates identified by the Company has a reporting year end of December 31. For purposes of the Company’s
consolidated year end financial statements, each of the associates’ results are included based on financial statements prepared as
at March 31, with any changes occurring between March 31 and the Company’s year end that would materially affect the results
being taken into account.
(i) Financial instruments
Financial instruments are recognized on the consolidated balance sheets when the Company becomes a party to the contractual
provisions of a financial instrument. The Company is required to initially recognize all of its financial assets and liabilities, including
derivatives and embedded derivatives in certain contracts, at fair value. Loans and receivables, held to maturity financial assets
and other financial liabilities are subsequently measured at amortized cost. Derivatives and non-financial derivatives must be
recorded at fair value on the consolidated balance sheets unless they are exempt from derivative treatment based upon expected
purchase, sale or usage requirements.
The Company classifies financial assets and liabilities according to their characteristics and management’s choices and intentions
related thereto for the purpose of ongoing measurements. Classification choices for financial assets include: a) FVTPL – measured
at fair value with changes in fair value recorded in net earnings; b) held to maturity – recorded at amortized cost with gains and
losses recognized in net earnings in the period that the asset is derecognized or impaired; c) available for sale – measured at fair
value with changes in fair value recognized in other comprehensive income for the current period until realized through disposal
or impairment; and d) loans and receivables – recorded at amortized cost with gains and losses recognized in net earnings in the
period that the asset is no longer recognized or impaired. Classification choices for financial liabilities include: a) FVTPL – measured
at fair value with changes in fair value recorded in net earnings and b) other liabilities – measured at amortized cost with gains and
losses recognized in net earnings in the period that the liability is derecognized.
The Company’s financial assets and liabilities are generally classified and measured as follows:
Asset/Liability
Cash and cash equivalents
Receivables
Loans and other receivables
Investments
Derivative financial assets and liabilities
Non-derivative other assets
Accounts payable and accrued liabilities
Long-term debt
Classification
Measurement
Loans and receivables
Loans and receivables
Loans and receivables
Available for sale
FVTPL
FVTPL
Other liabilities
Other liabilities
Amortized cost
Amortized cost
Amortized cost
Fair value
Fair value
Fair value
Amortized cost
Amortized cost
All financial assets are reviewed for impairment at each reporting date, except those classified as FVTPL. Loans and receivables are
reviewed for past due balances from independent accounts and based on an evaluation of recoverability net of security assigned
for franchisee or affiliate locations.
89
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
Transaction costs other than those related to financial instruments classified as FVTPL, which are expensed as incurred, are added
to or deducted from the fair value of the financial asset or financial liability, as appropriate, on initial recognition and amortized
using the effective interest method.
Fair value determination is classified within a three-level hierarchy, based on observability of significant inputs, as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly; or Level 3 – unobservable inputs
for the asset or liability. Inputs into the determination of the fair value require management judgment or estimation.
If different levels of inputs are used to measure a financial instrument’s fair value, the classification within the hierarchy is based on
the lowest level of input that is significant to the fair value measurement. Changes to valuation methods may result in transfers into
or out of an investment’s assigned level.
A financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire or if the Company
transfers the financial asset to another party without retaining control or substantially all the risks and rewards of ownership of the
financial asset. A financial liability is derecognized when its contractual obligations are discharged, cancelled or expire.
(j) Hedges
The Company has cash flow hedges which are used to manage exposure to fluctuations in foreign currency exchange and variable
interest rates. For cash flow hedges, the effective portion of the change in fair value of the hedging item is recorded in other
comprehensive income. To the extent the change in fair value of the derivative is not completely offset by the change in fair
value of the hedged item, the ineffective portion of the hedging relationship is recorded immediately in net earnings. Amounts
accumulated in other comprehensive income are reclassified to net earnings when the hedged item is recognized in net earnings.
When a hedging instrument in a cash flow hedge expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss in accumulated other comprehensive income relating to the hedge is carried forward
until the hedged item is recognized in net earnings. When the hedged item ceases to exist as a result of its expiry or sale, or if an
anticipated transaction is no longer expected to occur, the cumulative gain or loss in accumulated other comprehensive income is
immediately reclassified to net earnings.
Financial derivatives assigned as part of a cash flow hedging relationship are classified as either an other asset or other long-term
liability as required based on their fair value determination.
Significant derivatives include the following:
(1) Foreign currency forward contracts and foreign currency swaps for the primary purpose of limiting exposure to exchange rate
fluctuations relating to the purchase of goods or expenditures denominated in foreign currencies. Certain of these contracts are
designated as hedging instruments for accounting purposes. Accordingly, the effective portion of the change in the fair value
of the contracts is accumulated in other comprehensive income until the variability in cash flows being hedged is recognized in
earnings in future accounting periods.
(2) Interest rate swaps designated as cash flow hedges to manage variable interest rates associated with some of the Company’s
debt portfolio. Hedge accounting treatment results in interest expense on the related debt being reflected at hedged
rates rather than variable interest rates. Accordingly, the effective portion of the change in the fair value of the contracts is
accumulated in other comprehensive income until the variability in cash flows being hedged is recognized in earnings in future
accounting periods.
(k) Property and equipment
Owner-occupied land, buildings, equipment, leasehold improvements, and assets under construction are carried at acquisition
cost less accumulated depreciation and impairment losses.
Buildings that are leasehold property are also included in property and equipment if they are held under a finance lease. Such
assets are depreciated over their expected useful lives (determined by reference to comparable owned assets) or over the term of
the lease, if shorter.
90
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED When significant parts of property and equipment have different useful lives, they are accounted for as separate components.
Depreciation is recorded on a straight-line basis from the time the asset is available or when assets under construction become
available for use over the estimated useful lives of the assets as follows:
Buildings
Equipment
Leasehold improvements
10 – 40 years
3 – 20 years
Lesser of lease term and 7 – 20 years
Depreciation has been included within selling and administrative expenses in the consolidated statements of earnings. Material
residual value estimates and estimates of useful life are reviewed and updated as required, or annually at a minimum.
Gains or losses arising on the disposal of property and equipment are determined as the difference between the disposal
proceeds and the carrying amount of the assets and are recognized in net earnings or loss within other income. If the sale is to
a Company’s investment, at equity, a portion of the gain is deferred and would reduce the carrying value of the investment.
(l) Investment property
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both, rather than
for the principal purpose of the Company’s operating activities. Investment properties are accounted for using the cost model. The
depreciation policies for investment property are consistent with those described for property and equipment.
Any gain or loss arising from the sale of an investment property is immediately recognized in net earnings or loss, unless the sale is
to an investment, at equity, in which case a portion of the gain is deferred and would reduce the carrying value of the Company’s
investment. Rental income and operating expenses from investment property are reported within other income and selling and
administrative expenses, respectively, in the consolidated statements of earnings.
(m) Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership
to the lessee. All other leases are classified as operating leases.
(i) The Company as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on
a straight-line basis over the lease term.
(ii) The Company as lessee
Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease
or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the
consolidated balance sheets as a finance lease obligation in long-term debt.
Lease payments are apportioned between finance charges and reduction of the lease obligation to achieve a constant rate of
interest on the remaining balance of the liability. Finance charges are recognized in net earnings or loss immediately. Contingent
rentals are recognized as expenses in the periods in which they are incurred.
Lease allowances and incentives are recognized as other long-term liabilities. The aggregate benefit of incentives is recognized as
a reduction of rental expense on a straight-line basis over the term of the lease.
Real estate lease expense is amortized on a straight-line basis over the entire term of the lease.
91
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT (iii) Sale and leaseback transactions
A sale and leaseback transaction involves the sale of an asset and the leasing back of the same asset. If a sale and leaseback
transaction results in a finance lease for the Company, any excess of sales proceeds over the carrying amount is recognized as
deferred revenue and amortized over the term of the new lease. Any profit or loss in a sale and leaseback transaction resulting in
an operating lease that is transacted at fair value is recognized immediately. If the sale price is above fair value, the excess over fair
value is deferred and amortized over the term of the new lease.
(n) Intangibles
Intangibles arise on the purchase of a new business, existing franchises, software, and the acquisition of pharmacy prescription
files. They are accounted for using the cost model whereby capitalized costs are amortized on a straight-line basis over their
estimated useful lives, as these assets are considered finite. Useful lives are reviewed annually and intangibles are subject to
impairment testing. The following useful lives are applied:
Deferred purchase agreements
Franchise rights/agreements
Lease rights
Off market leases
Prescription files
Software
Other
5 – 10 years
10 years
5 – 10 years
Lesser of lease term and 40 years
15 years
3 – 7 years
5 – 10 years
Amortization has been included within selling and administrative expenses in the consolidated statements of earnings. Included
in intangibles are brand names, loyalty programs, and private labels, the majority of which have indefinite useful lives. Subsequent
expenditures made by the Company relating to intangible assets that do not meet the capitalization criteria are expensed in the
period incurred.
(o) Goodwill
Goodwill represents the excess of the purchase price of the business acquired over the fair value of the underlying net tangible
and intangible assets acquired at the date of acquisition.
(p) Impairment of non-financial assets
Goodwill and intangibles with indefinite useful lives are reviewed for impairment at least annually by assessing the recoverable
amount of each cash generating unit or groups of cash generating units to which the goodwill or the indefinite life intangible
relates. The recoverable amount is the higher of fair value less costs of disposal and value in use. When the recoverable amount
of the cash generating units is less than the carrying amount, an impairment loss is recognized immediately as selling and
administrative expense. Impairment losses related to goodwill cannot be reversed.
Long-lived tangible and intangible assets are reviewed for impairment when events or changes in circumstances indicate that
the carrying value of the assets may not be recoverable. If such an indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). The recoverable amount is the higher of fair value less
costs of disposal and value in use. Where the asset does not generate cash flows that are independent from other assets, the
Company estimates the recoverable amount of the cash generating unit(s) to which the asset belongs. The Company has primarily
determined a cash generating unit to be an individual store. Corporate assets such as head offices and distribution centres do
not individually generate separate cash inflows and are therefore aggregated for testing with the stores they service. When the
recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount
of the asset (or cash generating unit) is reduced to the recoverable amount. An impairment loss is recognized as selling and
administrative expense immediately in net earnings or loss.
Where an impairment loss subsequently reverses, other than related to goodwill, the carrying amount of the asset (or cash
generating unit) is increased to the revised estimate, but is limited to the carrying amount that would have been determined if no
impairment loss had been recognized in prior years. A reversal of impairment loss is recognized immediately in net earnings or loss.
92
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED In the process of measuring expected future cash flows, management makes assumptions about future growth of profits. These
assumptions relate to future events and circumstances. The actual results may vary and may cause significant adjustments to the
Company’s assets in the subsequent financial years.
(q) Customer loyalty programs
The AIR MILES® loyalty program is used by the Company. AIR MILES® are earned by Sobeys customers based on purchases in
stores. The Company pays a per point fee under the terms of the agreement with AIR MILES®.
Previously, the Company utilized a loyalty card program (the “Program”) which allowed members to earn points on their purchases
in certain Sobeys retail stores. Members could redeem these points, in accordance with the Program rewards schedule, for
discounts on future grocery purchases, or purchase products or services. The fair value of loyalty points awarded was accounted
for as a separate element of the sales transaction and recognition of revenue was deferred until the awards were redeemed
after adjustment for the number of points expected never to be redeemed based on the expected future activity. Fair value was
determined by reference to the value for which the points can be redeemed. The deferred revenue relating to the Program was
included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets. During the fourth quarter of
fiscal 2015, the Program ceased with all remaining stores transitioning into the AIR MILES® loyalty program. Customers had the
ability to exchange outstanding points into AIR MILES® with redemptions permitted until June 1, 2015.
(r) Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past event, for which it is probable
that a transfer of economic benefits will be required to settle the obligation, and where a reliable estimate can be made of the
amount of the obligation. Provisions are discounted using a pre-tax discount rate that reflects the current market assessments of
the time value of money and the risks specific to the liability, if material. Where discounting is used, the increase in the provision
due to passage of time (“unwinding of the discount”) is recognized within finance costs in the consolidated statements of earnings.
(s) Borrowing costs
Borrowing costs primarily comprise interest on the Company’s debts. Borrowing costs directly attributable to the acquisition,
construction or production of a qualifying asset are capitalized as a component of the cost of the asset to which it is related.
All other borrowing costs are expensed in the period in which they are incurred and are reported within finance costs.
(t) Deferred revenue
Deferred revenue consists of long-term supplier purchase agreements and gains on sale and leaseback transactions relating to
certain finance leases. Deferred revenue is included in other long-term liabilities and is taken into income on a straight-line basis
over the term of the related agreements.
(u) Employee benefits
(i) Short-term employment benefits
Short-term employee benefits include wages, salaries, compensated absences, profit-sharing and bonuses expected to be settled
within 12 months from the end of the reporting period. Short-term employee benefits are measured on an undiscounted basis and
are recorded as selling and administrative expenses as the related service is provided.
(ii) Post-employment benefits
The cost of the Company’s pension benefits for defined contribution plans are expensed at the time active employees are
compensated. The cost of defined benefit pension plans and other benefit plans is accrued based on actuarial valuations, which
are determined using the projected unit credit method pro-rated on service and management’s best estimate of salary escalation,
and retirement ages.
93
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT The liability recognized on the consolidated balance sheets for defined benefit plans is the present value of the defined benefit
obligation at the reporting date less the fair market value of plan assets. Current market values are used to value benefit plan
assets. The obligation related to employee future benefits is measured using current market interest rates, assuming a portfolio
of Corporate AA bonds with terms to maturity that, on average, match the terms of the obligation.
Re-measurements, comprising of actuarial gains and losses and the return on plan assets (excluding amounts in net interest),
are recognized immediately on the consolidated balance sheets with a corresponding charge to retained earnings through
other comprehensive income in the period in which they occur. Re-measurements are not reclassified to net earnings or loss in
subsequent periods.
Past service costs are recognized in net earnings or loss on the earlier of the date of the plan amendment or curtailment, and the
date that the Company recognizes restructuring-related costs.
Service cost on the net defined benefit liability, comprising current service costs, past-service costs, gains and losses on
curtailments and non-routine settlements, is included in selling and administrative expenses. Net interest expense on the net
defined benefit liability is included in finance costs, net.
(iii) Termination benefits
Termination benefits are recognized as an expense at the earlier of when the Company recognizes related restructuring costs and
when the Company can no longer withdraw the offer of those benefits.
(v) Revenue recognition
Sales are recognized at the point-of-sale. Sales include revenues from customers through corporate stores operated by the
Company and consolidated SEs, and revenue from sales to non-SE franchised stores, affiliated stores and independent accounts.
Revenue received from non-SE franchised stores, affiliated stores and independent accounts is mainly derived from the sale of
product. The Company also collects franchise fees under two types of arrangements. Franchise fees contractually due based on
the dollar value of product shipped are recorded as revenue when the product is shipped. Franchise fees contractually due based
on the franchisee’s retail sales are recorded as revenue weekly upon invoicing based on the franchisee’s retail sales.
(w) Vendor allowances
The Company receives allowances from certain vendors whose products are purchased for resale. Included in these vendor
programs are allowances for volume purchases, exclusivity allowances, listing fees, and other allowances. The Company recognizes
these allowances as a reduction of cost of sales and related inventories. Certain allowances are contingent on the Company
achieving minimum purchase levels and these allowances are recognized when it is probable that the minimum purchase level will
be met, and the amount of allowance can be estimated.
(x) Interest and dividend income
Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend income is recognized
when the right to receive payment has been established.
(y) Earnings per share
Basic earnings per share is calculated by dividing the earnings available to common shareholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average
number of common shares outstanding for the dilutive effect of employee stock options.
(z) Stock-based compensation
The Company operates both equity and cash settled stock-based compensation plans for certain employees.
All goods and services received in exchange for the grant of any stock-based payments are measured at their fair values. Where
employees are rewarded using stock-based payments, the fair values of employees’ services are determined indirectly by reference
to the fair value of the equity instruments granted (Note 28).
94
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED (aa) Accounting standards and policies adopted during fiscal 2015
(i) Financial instruments: asset and liability offsetting
In December 2011, the IASB amended IAS 32, “Financial Instruments: Presentation”, to clarify the requirements which permit
offsetting a financial asset and liability in the financial statements. The amendments became effective in the first quarter of 2015
and had no significant impact on the Company’s financial results and disclosures.
(ii) Levies
In May 2013, the IASB issued IFRIC 21, “Levies”, which is an interpretation of IAS 37, “Provisions, Contingent Liabilities and
Contingent Assets”. A levy is an outflow of resources embodying economic benefits that is imposed by governments on entities
in accordance with legislation, other than income taxes within the scope of IAS 12, “Income Taxes” and fines or other penalties
imposed for breaches of legislation. IFRIC 21 clarifies that the obligating event that gives rise to a liability to pay a levy is the
activity described in the relevant legislation that triggers the payment of the levy. This interpretation became effective in the
first quarter of 2015 and it had no significant impact on the Company’s financial results.
(iii) Impairment of assets
In May 2013, the IASB amended IAS 36, “Impairment of Assets”, to clarify the disclosure requirements for recoverable amounts
for the assets or cash generating units for which an impairment loss has been recognized or reversed during the period. The
amendments became effective in the first quarter of 2015 and had no significant impact on the Company’s financial results
and disclosures.
(bb) Future accounting policies
(i) Financial instruments
In July 2014, the IASB issued IFRS 9, “Financial Instruments”, which replaces IAS 39, “Financial Instruments: Recognition and
Measurement”. IFRS 9 provides guidance on the classification and measurement of financial assets and financial liabilities,
establishes an expected credit losses impairment model and a new hedge accounting model with corresponding risk management
activity disclosures. The standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied
retrospectively, with the exception of the hedging component which is applied prospectively. IFRS 9 allows for early adoption,
but the Company does not intend to do so at this time.
(ii) Revenue
In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers”. IFRS 15 replaces IAS 18, “Revenue”, IAS 11,
“Construction Contracts”, and some revenue related Interpretations. IFRS 15 establishes a new control-based revenue recognition
model and provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with
customers, excluding contracts within the scope of the standards on leases, insurance contracts and financial instruments. The new
standard is effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively. IFRS 15 allows
for early adoption, but the Company does not intend to do so at this time.
(iii) Presentation of financial statements
In December 2014, the IASB amended IAS 1, “Presentation of Financial Statements”, providing guidance on the application of
judgment in the preparation of financial statements and disclosures. The amendments are effective for annual periods beginning
on or after January 1, 2016 with early adoption permitted, but the Company does not intend to do so at this time.
The Company is currently evaluating the impact of the new standards and amendment on its consolidated financial statements.
95
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT 4. INVENTORIES
The cost of inventories (including those from discontinued operations) recognized as an expense during the year was $17,966.7
(2014 – $15,956.4). The Company has recorded $4.4 (2014 – $10.1) as an expense for the write-down of inventories below cost to
net realizable value for inventories on hand as at May 2, 2015. There were no reversals of inventories written down previously
(2014 – $ nil).
5. LOANS AND OTHER RECEIVABLES
Loans receivable
Notes receivable and other
Less amount due within one year
May 2, 2015
May 3, 2014
$
$
72.7
40.6
113.3
24.8
$
88.5
$
61.8
37.1
98.9
35.7
63.2
Loans receivable represent long-term financing to certain retail associates. These loans are primarily secured by inventory, fixtures
and equipment; bear various interest rates, and have repayment terms up to 10 years. The carrying amount of the loans receivable
approximates fair value based on the variable interest rates charged on the loans.
Included in notes receivable and other as at May 2, 2015, is $15.8 due from a third party related to equipment sales made during
the year.
Loans receivable from officers and employees of $0.6 (2014 – $1.4) under the Company’s share purchase plan are classified as notes
receivable and other. Loan repayments will result in a corresponding decrease in notes receivable and other. The loans are non-
interest bearing and non-recourse, secured by 24,554 (2014 – 53,002) Non-Voting Class A shares. The market value of the shares
at May 2, 2015 was $2.1 (2014 – $3.6).
6. ASSETS HELD FOR SALE
As a condition of the regulatory clearance from the Competition Bureau for Sobeys’ acquisition in November 2013 of substantially
all of the assets and select liabilities of Canada Safeway ULC (the “Canada Safeway acquisition”), the Company was required to
divest 23 retail stores. In addition to the required divestitures, the Company agreed to sell an additional seven stores in British
Columbia comprised of both Safeway and Sobeys locations.
During fiscal 2014, the Company divested 19 of the retail stores for cash proceeds of $337.7. The remaining 11 retail stores were
divested during the first quarter of fiscal 2015 for cash proceeds of $111.3. All proceeds were used to repay bank borrowings.
On July 8, 2014, Sobeys announced that it entered into an agreement with Agropur Cooperative to sell four Safeway dairy
manufacturing facilities. In addition, long-term milk, yogurt and ice cream supply agreements came into effect upon transfer of
the facilities to Agropur Cooperative. During the year ended May 2, 2015, all of the facilities were sold and aggregate proceeds of
$344.2 were attributed to the sales resulting in a gain of $27.0. All proceeds were used to repay bank borrowings.
On December 2, 2014, Sobeys entered into an agreement with Canada Bread Company, Limited to sell two bread manufacturing
facilities. During the fourth quarter of fiscal 2015, the two bread manufacturing facilities were sold for proceeds of $27.8, resulting
in a gain of $4.4.
On February 13, 2015, Sobeys sold and leased back 22 properties from Econo-Malls Holdings #19 Inc. Total proceeds from the
transaction were $61.6 resulting in a gain of $24.9. All proceeds were used to repay bank borrowings.
96
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
7. INVESTMENTS, AT EQUITY
The carrying values of the investments, at equity are as follows:
Investment in associates
Crombie Real Estate Investment Trust (“Crombie REIT”)
Canadian real estate partnerships
U.S. real estate partnerships
Investment in joint ventures
Canadian Digital Cinema Partnership (“CDCP”)
Total
The fair values of the investments based on a stock exchange are as follows:
Crombie REIT
May 2, 2015
May 3, 2014
$
$
365.6
143.4
59.3
333.5
143.7
67.3
9.5
9.7
$
577.8
$
554.2
May 2, 2015
May 3, 2014
$
724.3
$
682.9
The Canadian and U.S. real estate partnerships and CDCP are not publicly listed on a stock exchange and hence published price
quotes are not available.
The Company’s carrying value of its investment in Crombie REIT is as follows:
Balance, beginning of year
Equity earnings
Share of comprehensive income
Distributions
Deferral of gains on sale of property
Reversal of deferred gain on sale of property to unrelated party
Interest acquired in Crombie REIT
Dilution gain (Note 19)
Balance, end of year
The Company’s carrying value of its investment in Canadian real estate partnerships is as follows:
Balance, beginning of year
Equity earnings
Distributions
Investment
Remeasurement of deferred tax attributes
Balance, end of year
May 2, 2015
May 3, 2014
$
$
333.5
30.6
1.0
(46.9)
(1.0)
8.3
40.0
0.1
$
365.6
$
195.2
19.2
2.5
(38.5)
(0.3)
1.1
150.0
4.3
333.5
May 2, 2015
May 3, 2014
$
$
143.7
43.8
(44.1)
–
–
$
143.4
$
136.0
22.0
(22.4)
13.7
(5.6)
143.7
97
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
The Company’s carrying value of its investment in U.S. real estate partnerships is as follows:
Balance, beginning of year
Equity earnings
Distributions
Foreign currency translation adjustment
Investment
Balance, end of year
The Company’s carrying value of its investment in CDCP is as follows:
Balance, beginning of year
Equity earnings
Distributions
Investment
Balance, end of year
May 2, 2015
May 3, 2014
$
$
67.3
10.9
(27.4)
7.8
0.7
$
59.3
$
67.2
8.4
(16.5)
6.0
2.2
67.3
May 2, 2015
May 3, 2014
$
$
9.7
0.4
(0.6)
–
$
9.5
$
9.2
0.6
(0.3)
0.2
9.7
The Company owns 53,348,699 Class B LP units and attached special voting units of Crombie REIT, along with 909,090 REIT units,
representing a 41.5% economic and voting interest in Crombie.
During the Company’s fiscal 2015, Crombie REIT instituted a distribution reinvestment plan (“DRIP”) whereby Canadian resident
REIT unitholders may elect to automatically have their distributions reinvested in additional REIT units. The Company has enrolled
in the DRIP to maintain its economic and voting interest in Crombie REIT.
The following amounts represent the revenues, expenses, assets, and liabilities of Crombie REIT as at and for the 12 months ended
March 31, 2015, as well as a reconciliation of the carrying amount of the Company’s investment in Crombie REIT to Unitholders’
equity of Crombie REIT:
March 31, 2015 March 31, 2014
$
$
$
$
359.9
289.7
70.2
(43.5)
2.0
$
$
$
(41.5)
$
317.3
277.9
39.4
(52.1)
3.8
(48.3)
Revenues
Expenses
Earnings before income taxes
Loss from continuing operations
Other comprehensive income
Total comprehensive loss
98
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
Assets
Current
Non-current
Liabilities
Current
Non-current
Unitholders’ equity
REIT Units
Class B LP Units
Less REIT Units
Cumulative changes since acquisition of Crombie REIT
Variance in timing of distributions
Issue costs related to Class B LP Units
Deferred gains (net of depreciation addback)
Dilution gains
Write off of portion of AOCI on dilution of interest in Crombie REIT
Carrying amount attributable to investment in Class B LP Units
REIT Units owned by Empire Company
Cumulative equity earnings on REIT Units
Cumulative distributions on REIT Units
Carrying amount of investment in Crombie REIT
March 31, 2015 March 31, 2014
$
35.4
3,383.4
$
73.8
3,271.1
$ 3,418.8
$
3,344.9
$
170.5
2,075.1
$
211.4
2,019.3
$ 2,245.6
$
2,230.7
$
710.1
463.1
1,173.2
(710.1)
$
675.1
439.1
1,114.2
(675.1)
3.8
12.6
(166.1)
38.6
0.7
352.7
13.8
1.1
(2.0)
3.6
12.3
(174.0)
38.5
0.7
320.2
13.8
0.6
(1.1)
$
365.6
$
333.5
The Company has interests in various Canadian real estate partnerships ranging from 40.7% to 49.0% which are involved in
residential property developments in Ontario and Western Canada.
The following amounts represent the revenues, expenses, assets, and liabilities of the Canadian real estate partnerships as at and
for the 12 months ended March 31, 2015:
Revenues
Expenses
Net earnings from continuing operations
Net earnings (loss) from discontinued operations
Net earnings
March 31, 2015 March 31, 2014
$
$
$
152.2
47.8
104.4
3.9
108.3
$
$
$
111.0
52.8
58.2
(0.7)
57.5
99
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
Current assets
Current liabilities
Non-current liabilities
Net assets
Carrying amount of investment
March 31, 2015 March 31, 2014
$
$
$
324.2
27.3
5.0
291.9
143.4
$
$
$
325.5
24.8
10.0
290.7
143.7
The Company has interests in various U.S. real estate partnerships ranging from 42.1% to 45.8% which are involved in residential
property developments in the United States.
The following amounts represent the revenues, expenses, assets, and liabilities of the U.S. real estate partnerships as at and for the
12 months ended March 31, 2015:
March 31, 2015 March 31, 2014
$
$
74.5
49.5
25.0
$
$
78.1
58.6
19.5
March 31, 2015 March 31, 2014
$
$
$
$
153.1
17.2
135.9
59.3
$
$
$
$
178.4
14.6
163.8
67.3
May 2, 2015
May 3, 2014
$
$
4.4
23.1
6.8
14.1
48.4
$
$
6.3
15.0
–
7.9
29.2
Revenues
Expenses
Net earnings
Current assets
Current liabilities
Net assets
Carrying amount of investment
8. OTHER ASSETS
Restricted cash
Deferred lease assets
Property deposits
Other
Total
100
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
9. PROPERTY AND EQUIPMENT
May 2, 2015
Land
Buildings
Equipment
Leasehold
Improvements
Assets Under
Construction
Total
Cost
Opening balance
Additions
Additions from business acquisitions
Transfers
Disposals and write downs
$
699.6
51.4
1.5
(6.7)
(32.9)
$ 1,576.6
33.7
–
(30.1)
(67.3)
$ 2,577.9
139.3
4.1
(19.5)
(250.2)
$
669.9
57.4
0.2
2.6
(38.5)
$
236.7
205.2
0.2
(228.3)
(2.0)
$ 5,760.7
487.0
6.0
(282.0)
(390.9)
Closing balance
$
712.9
$ 1,512.9
$ 2,451.6
$
691.6
$
211.8
$ 5,580.8
Accumulated depreciation
and impairment losses
Opening balance
Disposals and write downs
Transfers
Depreciation
Impairment losses
Impairment reversals
Closing balance
Net carrying value as
at May 2, 2015
May 3, 2014
Cost
Opening balance
Additions
Additions from business acquisitions
Transfers
Disposals and write downs
$
$
$
$
–
–
–
–
–
–
–
$
$
361.0
(34.0)
(25.9)
73.2
–
–
$ 1,411.0
(241.3)
(48.4)
257.6
3.5
(0.9)
$
303.1
(27.8)
(17.9)
66.2
1.1
(0.1)
$
374.3
$ 1,381.5
$
324.6
$
–
–
–
–
–
–
–
$ 2,075.1
(303.1)
(92.2)
397.0
4.6
(1.0)
$ 2,080.4
712.9
$ 1,138.6
$ 1,070.1
$
367.0
$
211.8
$ 3,500.4
Land
Buildings
Equipment
Leasehold
Improvements
Assets Under
Construction
423.4
31.1
285.2
(24.8)
(15.3)
$
1,075.7
34.1
486.6
37.2
(57.0)
$
2,293.8
157.2
226.6
51.3
(151.0)
$
611.5
45.9
137.6
12.6
(137.7)
$
$
195.8
324.3
11.5
(293.7)
(1.2)
Total
4,600.2
592.6
1,147.5
(217.4)
(362.2)
Closing balance
$
699.6
$
1,576.6
$
2,577.9
$
669.9
$
236.7
$
5,760.7
Accumulated depreciation
and impairment losses
Opening balance
Disposals and write downs
Transfers
Depreciation
Impairment losses
Impairment reversals
Closing balance
Net carrying value as
at May 3, 2014
$
$
$
–
–
–
–
–
–
–
$
$
325.4
(19.7)
(4.2)
59.1
0.5
(0.1)
$
1,272.9
(87.7)
(17.1)
241.7
9.0
(7.8)
298.9
(54.8)
(6.7)
60.9
16.7
(11.9)
$
361.0
$
1,411.0
$
303.1
699.6
$
1,215.6
$
1,166.9
$
366.8
$
$
$
–
–
–
–
–
–
–
$ 1,897.2
(162.2)
(28.0)
361.7
26.2
(19.8)
$ 2,075.1
236.7
$
3,685.6
101
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
Finance leases
The Company has various property leases for store locations that are held under finance leases with a net carrying value of $28.7
as at May 2, 2015 (2014 – $30.2). These leases are included in buildings.
The Company has equipment leases under finance leases with a net carrying value of $10.4 as at May 2, 2015 (2014 – $13.9). These
leases are included in equipment.
Assets under construction
During the year, the Company capitalized borrowing costs of $0.5 (2014 – $1.7) on indebtedness related to property and
equipment under construction. The Company used a capitalization rate of 4.4% (2014 – 4.3%).
Security
As at May 2, 2015, the net carrying value of property pledged as security for borrowings is $75.2 (2014 – $98.0).
Impairment of property and equipment
Property and equipment is reviewed each reporting period for events or changes in circumstances which indicate that the carrying
value of the assets may not be recoverable. The review is performed by assessing the recoverable amount of each cash generating
unit or groups of cash generating units to which the property and equipment relates. The recoverable amount is the higher of fair
value less costs of disposal and value in use. When the recoverable amount of the cash generating units is less than the carrying
amount an impairment loss is recognized.
Recoverable amounts based on value in use calculations are determined using cash flow projections from the Company’s latest
internal forecasts as presented to the Board of Directors. Key assumptions used in determining value in use include those
regarding discount rates, growth rates, and expected changes in cash flows. Management estimates discount rates using pre-tax
rates that reflect current market assessments of the time value of money and risks specific to the cash generating units.
Forecasts are projected beyond three years based on long-term growth rates ranging from 3.0 to 5.0 percent. Discount rates are
calculated on a pre-tax basis and range from 7.0 to 10.0 percent.
Impairment losses arise when the carrying amount of the assets is higher than the greater of the present value of cash flows of a
cash generating unit and its fair value less costs of disposal. Impairment losses of $4.6 were recorded in the year ended May 2,
2015 (2014 – $26.2).
Impairment reversals of $1.0 were recorded in the year ended May 2, 2015 (2014 – $19.8).
102
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED 10. INVESTMENT PROPERTY
Investment property is primarily comprised of commercial properties owned by the Company held for income generating
purposes, rather than for the principal purpose of the Company’s operating activities.
Cost
Opening balance
Additions
Additions from business acquisitions
Transfers
Disposals and write downs
Closing balance
Accumulated depreciation and impairment losses
Opening balance
Depreciation
Transfers
Disposals and write downs
Closing balance
Net carrying value
Fair value
May 2, 2015
May 3, 2014
$
$
$
$
$
$
121.0
6.5
–
(4.6)
(7.8)
115.1
16.5
0.8
–
(6.4)
10.9
104.2
152.8
$
$
$
$
$
$
112.1
6.8
5.0
6.5
(9.4)
121.0
15.2
0.8
1.5
(1.0)
16.5
104.5
151.5
The fair value of investment property is classified as Level 3 on the fair value hierarchy. The fair value represents the price that
would be received to sell the assets in an orderly transaction between market participants at the measurement date.
An external, independent valuation company, having appropriate recognized professional qualifications and experience assisted
in determining the fair value of investment property at May 2, 2015 and at May 3, 2014. Additions to investment property
through acquisition are transacted at fair value and therefore carrying value equals fair value at the time of acquisition. Properties
reclassified from property and equipment are valued for disclosure purposes using comparable market information, internal
valuation methodologies, or the use of an external independent valuation company.
Rental income from investment property included in the consolidated statements of earnings amounted to $4.9 for the year ended
May 2, 2015 (2014 – $4.0).
Direct operating expenses (including repairs and maintenance but excluding depreciation expense) arising from investment
property that generated rental income amounted to $1.7 for the year ended May 2, 2015 (2014 – $2.1). Direct operating expenses
(including repairs and maintenance but excluding depreciation expense) arising from non-income producing investment property
amounted to $2.9 for the year ended May 2, 2015 (2014 – $1.0). All direct operating expenses for investment properties are
included in selling and administrative expenses on the consolidated statements of earnings.
Impairment of investment property follows the same methodology as property and equipment (Note 9). There were no impairment
losses or reversals for the year ended May 2, 2015 (2014 – $ nil).
103
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
11. INTANGIBLES
May 2, 2015
Cost
Opening balance
Additions, separately acquired
Additions from business
acquisitions
Transfers
Disposals and write downs
Deferred
Brand
Purchase
Names Agreements Agreements
Franchise
Rights/ Prescription
Files
Software
Lease
Rights
Loyalty
Programs
Private
Labels
Off
Market
Leases
Other
Total
$ 215.0 $ 109.8 $ 49.7 $ 306.8 $ 250.7 $ 48.2 $ 11.4 $ 59.5 $ 191.3 $ 35.3 $ 1,277.7
20.9
17.8
2.8
0.3
–
–
–
–
–
–
–
–
(14.0)
–
–
(1.1)
(6.3)
0.1
(0.6)
–
0.3
(0.2)
–
–
27.1
(1.6)
–
1.5
(0.8)
–
–
–
–
–
–
–
–
(10.8)
–
(0.8)
(6.3)
0.4
11.9
(25.8)
Closing balance
$ 201.0 $ 120.2 $ 49.2 $ 306.9 $ 276.2 $ 51.7 $ 11.4 $ 59.5 $ 180.5 $ 28.5 $ 1,285.1
Accumulated amortization
and impairment losses
Opening balance
Amortization
Impairment reversals
Transfers
Disposals and write downs
Closing balance
Net carrying value
as at May 2, 2015
May 3, 2014
Cost
Opening balance
Additions, separately acquired
Additions from business
acquisitions
Transfers
Disposals and write downs
$ 20.9 $ 40.5 $ 31.8 $ 30.9 $ 108.9 $ 24.5 $
3.0
–
(0.8)
–
13.0
–
(0.8)
(5.8)
3.5
–
(0.6)
–
20.3
(2.1)
(0.1)
–
30.3
–
–
(1.4)
3.7
–
0.8
(0.8)
$ 23.1 $ 46.9 $ 34.7 $ 49.0 $ 137.8 $ 28.2 $
– $
–
–
–
–
– $
– $ 10.1 $ 16.5 $ 284.1
84.7
–
(2.1)
–
(3.9)
–
(20.7)
–
7.9
–
–
(6.6)
3.0
–
(2.4)
(6.1)
– $ 11.4 $ 11.0 $ 342.1
$ 177.9 $ 73.3 $ 14.5 $ 257.9 $ 138.4 $ 23.5 $ 11.4 $ 59.5 $ 169.1 $ 17.5 $ 943.0
Deferred
Brand
Purchase
Names Agreements Agreements
Franchise
Rights/ Prescription
Files
Software
Lease
Rights
Loyalty
Programs
Private
Labels
Off
Market
Leases
Other
Total
$ 201.0 $
–
97.6 $
16.4
54.3 $
0.6
33.0 $ 180.8 $
0.2
0.3
48.7 $
2.5
11.4 $
–
59.5 $
–
1.6 $
–
24.4 $ 712.3
21.7
1.7
14.0
–
–
–
–
(4.2)
–
–
(5.2)
275.2
–
(1.6)
–
71.3
(1.7)
–
–
(3.0)
–
–
–
–
–
–
189.7
–
–
9.2
–
–
488.1
71.3
(15.7)
Closing balance
$ 215.0 $ 109.8 $
49.7 $ 306.8 $ 250.7 $
48.2 $
11.4 $
59.5 $ 191.3 $
35.3 $ 1,277.7
Accumulated amortization
and impairment losses
Opening balance
Amortization
Impairment losses
Impairment reversals
Disposals and write downs
$
17.2 $
3.7
–
–
–
30.9 $
13.1
–
–
(3.5)
31.9 $
4.0
–
–
(4.1)
20.0 $
11.4
–
(0.4)
(0.1)
83.3 $
26.5
0.5
(0.1)
(1.3)
24.5 $
3.0
–
–
(3.0)
– $
–
–
–
–
– $
–
–
–
–
0.2 $
3.7
–
–
6.2
13.8 $ 221.8
68.1
0.5
(0.5)
(5.8)
2.7
–
–
–
Closing balance
$
20.9 $
40.5 $
31.8 $
30.9 $ 108.9 $
24.5 $
– $
– $
10.1 $
16.5 $ 284.1
Net carrying value
as at May 3, 2014
$ 194.1 $
69.3 $
17.9 $ 275.9 $ 141.8 $
23.7 $
11.4 $
59.5 $ 181.2 $
18.8 $ 993.6
In addition to development costs capitalized related to software, the Company included in selling and administrative expenses
$14.4 of research and development costs (2014 – $6.5).
104
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSEMPIRE COMPANY LIMITED
Impairment of intangibles follows the same methodology as property and equipment (Note 9). For the year ended May 2, 2015,
impairment losses of $ nil (2014 – $0.5) and reversals of $2.1 (2014 – $0.5) were recorded.
Included in intangibles as at May 2, 2015 and May 3, 2014 are the following amounts with indefinite useful lives: Brand names –
$172.8; Loyalty programs – $11.4; and Private labels – $59.5 all of which relate to the food retailing segment. Impairment of these
intangibles is assessed annually on the same basis as goodwill as noted in Note 12 below.
12. GOODWILL
Opening balance
Additions from business acquisitions
Transfer to assets held for sale
Impairments
Disposals
Other adjustments
Closing balance
May 2, 2015
May 3, 2014
$ 4,069.7
4.5
(276.0)
–
–
1.0
$
1,310.4
2,820.1
(19.4)
(9.1)
(32.6)
0.3
$ 3,799.2
$
4,069.7
Goodwill arising from business acquisitions is allocated at the lowest level within the organization at which it is monitored by
management to make business decisions and should not be larger than an operating segment before aggregation. Therefore,
goodwill has been allocated to the following five food retailing operating segments:
Atlantic
Lawtons
Ontario
Quebec
West
Canada Safeway acquisition
Total
May 2, 2015
May 3, 2014
$
163.8
15.4
150.3
608.9
2,860.8
–
$
121.0
15.4
98.8
526.0
493.8
2,814.7
$ 3,799.2
$
4,069.7
Goodwill related to the Canada Safeway acquisition has been allocated across the Company’s five food retailing operating
segments during fiscal 2015. The allocations were based on synergies expected to be realized in each segment, with the majority
allocated to the West.
Impairment of goodwill
Goodwill is subject to impairment testing on an annual basis. However, if indicators of impairment are present, the Company will
review goodwill for impairment when such indicators arise. The Company performs an annual review during its first quarter, and
no impairment was recorded (2014 – $ nil). In performing the review, the Company determined the recoverable amount of goodwill
based on fair value less costs of disposal. The key assumption used by management to determine the fair value of the cash
generating unit includes industry earnings multiples in a range from 7.0 to 12.5. This key assumption is classified as Level 2 on
the fair value hierarchy.
In fiscal 2014, as part of the sale of Empire Theatres (Note 22), goodwill relating to Empire Theatres, which was previously assessed
as one operating segment, was assessed for each of the two sales transactions separately. As a result of this assessment, an
impairment loss of $9.1 was recorded and is reported as part of discontinued operations.
105
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
13. INCOME TAXES
Income tax expense varies from the amount that would be computed by applying the combined federal and provincial statutory
tax rate as a result of the following:
Earnings before income taxes
Effective combined statutory income tax rate
Income tax expense according to combined statutory income tax rate
Income taxes resulting from:
Non-deductible items
Capital items
Non-taxable items
Change in tax rates
Remeasurement of deferred tax attributes
Other
May 2, 2015
May 3, 2014
$
587.3
26.4%
155.0
$
195.3
26.7%
52.1
2.4
(4.5)
(1.4)
0.1
–
(1.2)
6.7
(1.5)
(4.5)
3.2
(20.7)
1.0
36.3
Total income taxes, combined effective tax rate of 25.6% (2014 – 18.6%)
$
150.4
$
Current year income tax expense attributable to net earnings consists of:
Current tax expense
Deferred tax expense:
Origination and reversal of temporary differences
Change in tax rates
Remeasurement of deferred tax attributes
Total
May 2, 2015
May 3, 2014
$
130.9
$
135.9
19.4
0.1
–
$
150.4
$
(82.1)
3.2
(20.7)
36.3
In fiscal 2014, the Company completed a remeasurement of its deferred income tax provision in the year ended May 3, 2014
resulting in an adjustment of certain tax attributes recognized in earnings in the amount of $20.7.
106
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
Deferred taxes arising from temporary differences and unused tax losses can be summarized as follows:
May 2, 2015
Accounts payable and accrued liabilities
Equity
Goodwill and intangibles
Inventory
Investments
Long-term debt
Other assets
Other long-term liabilities
Property, equipment and investment property
Provisions
Partnership deferral reserve
Losses
Other
Recognized as:
Deferred tax assets
Deferred tax liabilities
May 3, 2014
Accounts payable and accrued liabilities
Equity
Goodwill and intangibles
Inventory
Investments
Long-term debt
Other assets
Other long-term liabilities
Property, equipment and investment property
Provisions
Partnership deferral reserve
Losses
Other
Less: Recognized in discontinued operations
Recognized in continuing operations
Recognized as:
Deferred tax assets
Deferred tax liabilities
$
$
$
$
$
Recognized in:
Other
Comprehensive
Income
and Equity
Opening
Balance
Business
Acquisitions
Net
Earnings
$
6.5
16.0
(159.7)
4.3
(13.9)
17.6
(0.9)
98.6
(70.4)
63.6
(5.0)
39.9
5.8
$
–
–
–
–
(0.3)
–
–
17.4
–
–
–
–
–
2.4
$
17.1
$
126.2
(123.8)
$
$
17.4
(0.3)
$
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
$
$
$
Closing
Balance
3.8
11.3
(166.1)
5.2
(19.8)
15.6
(0.5)
113.7
(93.6)
75.6
2.9
52.3
(0.4)
$
(2.7)
(4.7)
(6.4)
0.9
(5.6)
(2.0)
0.4
(2.3)
(23.2)
12.0
7.9
12.4
(6.2)
(19.5)
$
–
(32.7)
13.2
$
$
110.9
(110.9)
Recognized in:
Other
Comprehensive
Income
and Equity
Business
Acquisitions
Net
Earnings
$
$
–
20.1
–
–
–
–
–
(11.7)
–
–
–
2.1
–
$
2.0
–
(20.7)
–
–
10.2
–
32.9
(6.4)
2.9
–
–
1.4
$
1.3
(4.1)
(37.0)
2.1
15.7
0.1
(0.9)
(0.9)
15.0
38.2
38.7
34.0
5.7
Opening
Balance
3.2
–
(102.0)
2.2
(29.6)
7.3
–
78.3
(79.0)
22.5
(43.7)
3.8
(1.3)
Closing
Balance
6.5
16.0
(159.7)
4.3
(13.9)
17.6
(0.9)
98.6
(70.4)
63.6
(5.0)
39.9
5.8
$
(138.3)
$
10.5
$
22.3
$
107.9
$
2.4
(8.3)
99.6
$
$
42.3
(180.6)
$
$
25.5
(15.0)
$
$
35.5
(13.2)
$
$
22.9
85.0
$
$
126.2
(123.8)
107
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
All deferred tax assets (including tax losses and other tax credits) have been recognized in the consolidated balance sheets.
The amount of deferred tax assets and deferred tax liabilities that are expected to be recovered or settled beyond the next
12 months is $(120.5).
14. PROVISIONS
The provisions carrying amounts are comprised of the following:
May 2, 2015
Opening balance
Assumed in business acquisitions
Provisions made
Provisions used
Provisions reversed
Change due to discounting
Closing balance
Current
Non-current
Total
Lease contracts
Lease
Contracts
$
$
$
$
28.0
–
3.2
(6.2)
(4.7)
1.4
21.7
10.9
10.8
21.7
$
$
$
$
Legal
Environmental
Restructuring
Other
11.2
–
5.8
(5.8)
(1.6)
–
9.6
9.6
–
9.6
$
$
$
$
41.9
0.1
1.7
(2.4)
(2.2)
1.3
40.4
3.3
37.1
40.4
$
$
$
$
138.7
–
102.0
(41.2)
(15.3)
6.1
190.3
95.5
94.8
$
$
$
190.3
$
3.3
–
0.5
(0.9)
–
0.1
3.0
2.8
0.2
3.0
$
$
$
$
Total
223.1
0.1
113.2
(56.5)
(23.8)
8.9
265.0
122.1
142.9
265.0
Lease contract provisions are recorded when the expected benefits to be derived by the Company from a contract are lower
than the unavoidable costs of meeting the obligations under the contract. The Company records onerous contract provisions for
closed store locations where it has entered into a lease contract. The provision is measured at the lower of the expected cost to
terminate the lease and the expected net cost of continuing the contract. The net cost is derived by considering both the lease
payment and sublease income received. Once the store is closed, a liability is recorded to reflect the present value of the expected
liability associated with any lease contract and other contractually obligated costs. Onerous contract provisions for planned store
or distribution centre closures as part of the Company’s rationalization activities are classified as restructuring provisions and are
measured and recorded using the same methodology. Discounting of provisions resulting from lease contracts has been calculated
using pre-tax discount rates ranging between 7.0 and 9.0 percent.
Legal costs
Legal provisions relate to claims of $9.6 that are outstanding as at May 2, 2015 that arose in the ordinary course of business.
Environmental costs
In accordance with legal and environmental policy requirements, the Company has recorded provisions for locations requiring
environmental restoration. These provisions primarily relate to decommissioning liabilities recorded for gas station locations
owned by the Company at the net present value of the estimated future remediation costs. Discounting of environmental related
provisions has been calculated using pre-tax discount rates ranging between 4.0 and 6.0 percent.
Restructuring
Restructuring provisions relate to the Company’s initiatives to lower operating costs and improve financial performance. During
the fiscal year, the Company continued to review and integrate Canada Safeway into its business and the Company performed
a critical review of its business support network and excess distribution centre capacity. These realignments will strengthen and
maximize efficiencies across the network. As a result of these initiatives, a $94.6 restructuring provision has been recorded during
the fourth quarter of fiscal 2015. This provision includes $77.3 of severance costs, onerous leases of $15.7, and other restructuring
costs of $1.6. The value of the provision is management’s best estimate of the amount of expenditures expected to occur.
108
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
Total restructuring costs of $103.0 were recognized in selling and administrative expenses for the year ended May 2, 2015.
This expense includes write downs of $9.7 to property and equipment and intangible assets, a $2.2 reversal of straight-line
lease provisions, $0.9 in other restructuring expenses and $94.6 for severance, onerous leases, and other restructuring costs
as noted above.
Other
The Company has obligations to provide various forms of support to Crombie REIT pursuant to various agreements between
the parties. These amounts are included in other provisions.
15. LONG-TERM DEBT
First mortgage loans, weighted average interest rate 4.90%, due 2015 – 2033
Medium term notes, Series C, interest rate 7.16%, due February 26, 2018
Medium term notes, Series D, interest rate 6.06%, due October 29, 2035
Medium term notes, Series E, interest rate 5.79%, due October 6, 2036
Medium term notes, Series F, interest rate 6.64%, due June 7, 2040
Sinking fund debentures, weighted average interest rate 11.63%, due 2016
Series 2013-1 Notes, interest rate 3.52%, due August 8, 2018
Series 2013-2 Notes, interest rate 4.70%, due August 8, 2023
Senior unsecured notes, floating interest rate tied to bankers’ acceptance rate, due July 14, 2016
Notes payable and other debt primarily at interest rates fluctuating with the prime rate
Credit facilities, due November 4, 2017, floating interest rate tied to bankers’ acceptance rates
Unamortized transaction costs
Finance lease obligations, weighted average interest rate 5.81%, due 2015 – 2040
Less amount due within one year
May 2, 2015
May 3, 2014
$
49.4
100.0
175.0
125.0
150.0
6.2
500.0
500.0
300.0
137.4
221.8
2,264.8
(34.7)
65.8
2,295.9
53.9
$
37.4
100.0
175.0
125.0
150.0
14.0
500.0
500.0
–
141.2
1,735.0
3,477.6
(45.1)
67.6
3,500.1
218.0
$ 2,242.0
$
3,282.1
First mortgage loans are secured by land, buildings and specific charges on certain assets. Finance lease obligations are secured
by the related finance lease asset. Medium term notes and Series 2013-1 and 2013-2 Notes are unsecured.
Sinking fund debenture payments are required on an annual basis. The proportionate share of related debt is retired with
these repayments.
On November 4, 2013, the Company extended the term of its credit facilities to a maturity date of November 4, 2017. On June 6,
2014, an amendment was made to the credit facility to reduce the amount available from $450.0 to $250.0.
On August 8, 2013, in connection with the Canada Safeway acquisition, Sobeys completed a private placement of $500.0
aggregate principal amount of 3.52 percent Notes, Series 2013-1 due August 8, 2018 (the “Series 2013-1 Notes”) and $500.0
aggregate principal amount of 4.70 percent Notes, Series 2013-2 due August 8, 2023 (the “Series 2013-2 Notes” and together with
the Series 2013-1 Notes, the “Notes”). The aggregate net proceeds were approximately $987.1 after deducting underwriting fees
and the purchase discount on the 2013-1 Notes. Upon closing of the Canada Safeway acquisition, the net proceeds of $987.1 were
released from escrow and used to partially finance the acquisition.
Pursuant to an agreement dated October 30, 2013, Sobeys established new credit facilities in connection with the Canada Safeway
acquisition. The agreement provided for a non-revolving, amortizing term credit facility (the “Acquisition Facility”) in the amount of
$1,825.0; a non-revolving, non-amortizing term bridge facility (the “Bridge Facility”) in the amount of $1,327.9; and a revolving term
credit facility (the “RT Facility”) in the amount of $450.0.
109
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
On November 4, 2013, the RT Facility replaced Sobeys’ previous unsecured revolving term credit facility of $450.0, the Acquisition
Facility was fully drawn for $1,825.0 and the Bridge Facility was drawn for $200.0 in order to partially finance the Canada Safeway
acquisition. As of May 2, 2015, the outstanding amount of the Acquisition Facility was $200.0, the Bridge Facility was fully repaid
and matured, and the Company had issued $57.3 in letters of credit against the RT Facility (2014 – $79.0). Interest payable on the
Acquisition and RT Facilities fluctuates with changes in the bankers’ acceptance rate or Canadian prime rate, and both facilities
mature on November 4, 2017.
On July 14, 2014, Sobeys completed a private placement of $300.0 aggregate principal amount of floating rate senior unsecured
notes, due July 14, 2016. The senior unsecured notes bear an interest rate equal to the three-month bankers’ acceptance rate plus
63 basis points, to be set quarterly. The net proceeds were used to repay outstanding debt on the Acquisition Facility. Deferred
financing fees in the amount of $0.9 were incurred on the draw down of the senior unsecured notes and have been offset against
long term debt amounts for presentation purposes.
Principal debt retirement in each of the next five fiscal years is as follows:
2016
2017
2018
2019
2020
Thereafter
Finance lease liabilities
Finance lease liabilities are payable in each of the next five fiscal years as follows:
2016
2017
2018
2019
2020
Thereafter
Total
$
42.7
324.1
207.3
607.9
15.9
1,066.9
Future Minimum
Lease Payments
Present Value
of Minimum
Lease Payments
Interest
$
$
14.7
13.9
11.2
9.0
7.3
29.1
85.2
$
$
3.5
2.9
2.3
1.8
1.4
7.5
$
19.4
$
11.2
11.0
8.9
7.2
5.9
21.6
65.8
During fiscal 2015, the Company increased its finance lease obligation by $5.8 (2014 – $2.4) with a similar increase in assets under
finance leases. These additions are non-cash in nature, therefore have been excluded from the statements of cash flows.
16. OTHER LONG-TERM LIABILITIES
Deferred lease obligation
Accrued benefit liability (Note 17)
Employee future benefits (Note 17)
Deferred revenue
Other
Total
110
May 2, 2015
May 3, 2014
$
$
89.9
170.4
180.7
5.6
11.4
$
458.0
$
84.3
119.1
174.5
5.0
6.4
389.3
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
17. EMPLOYEE FUTURE BENEFITS
The Company has a number of defined contribution, defined benefit, and multi-employer plans providing pension and other
post-retirement benefits to most of its employees.
Defined contribution pension plans
The contributions required by the employee and the employer are specified. The employee’s pension depends on what level
of retirement income (for example, annuity purchase) that can be achieved with the combined total of employee and employer
contributions and investment income over the period of plan membership, and the annuity purchase rates at the time of the
employee’s retirement.
Defined benefit pension plans
The ultimate retirement benefit is defined by a formula that provides a unit of benefit for each year of service. Employee
contributions, if required, pay for part of the cost of the benefit, but the employer contributions fund the balance. The employer
contributions are not specified or defined within the plan text, they are based on the result of actuarial valuations which determine
the level of funding required to meet the total obligation as estimated at the time of the valuation.
The defined benefit plan typically exposes the Company to actuarial risks such as interest rate risk, mortality risk and salary risk.
Interest rate risk
The present value of the defined benefit liability is calculated using a discount rate that reflects the average yield, as at the
measurement date, on high quality corporate bonds of similar duration to the plans’ liabilities. A decrease in the market yield on
high quality corporate bonds will increase the Company’s defined benefit liability.
Mortality risk
The present value of the defined benefit plan is calculated by reference to the best estimate of the mortality of plan participants
both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salary of the plan participants.
As such, an increase in the salary of plan participants will increase the plan’s liability.
The Company uses either April 30 or December 31 as an actuarial valuation date and May 1 as a measurement date for accounting
purposes, for its defined benefit pension plans.
Retirement Pension Plans
Senior Management Pension Plans
Other Benefit Plans
Multi-employer plans
Most Recent
Valuation Date
December 31, 2013
December 31, 2013
May 1, 2015
Next Required
Valuation Date
December 31, 2016
December 31, 2016
May 1, 2018
The Company participates in various multi-employer pension plans which are administered by independent boards of trustees
generally consisting of an equal number of union and employer representatives. Approximately 17 percent of employees in
the Company and of its franchisees and affiliates participate in these plans. Defined benefit multi-employer pension plans are
accounted for as defined contribution plans as adequate information to account for the Company’s participation in the plans is not
available due to the size and number of contributing employers in the plans. The Company’s responsibility to make contributions
to these plans is limited by amounts established pursuant to its collective agreements. The contributions made by the Company
to multi-employer plans are expensed as contributions are due.
111
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
During the year ended May 2, 2015, the Company recognized an expense of $47.7 (2014 – $24.4) in operating income, which
represents the contributions made in connection with multi-employer pension plans. During fiscal 2016, the Company expects
to continue to make contributions into these multi-employer pension plans.
Other benefit plans
The Company also offers certain employee post-retirement and post-employment benefit plans which are not funded and include
health care, life insurance, and dental benefits.
Defined contribution plans
The total expense, and cash contributions, for the Company’s defined contribution plans was $29.4 for the year ended May 2, 2015
(2014 – $30.4).
Defined benefit plans
Information about the Company’s defined benefit plans, in aggregate, is as follows:
Pension Benefit Plans
Other Benefit Plans
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
$
$
$
$
$
$
841.5
–
3.8
34.4
0.1
(56.4)
0.5
(6.6)
(7.3)
94.8
904.8
722.4
–
29.7
40.4
8.9
0.1
(56.4)
(8.2)
(2.5)
$
$
$
310.6
531.0
3.2
22.9
0.1
(45.9)
0.6
–
–
19.0
841.5
247.6
437.4
18.5
53.9
11.9
0.1
(45.9)
–
(1.1)
$
$
$
174.5
–
3.6
7.3
–
(6.8)
–
(4.4)
–
6.5
180.7
–
–
–
–
6.8
–
(6.8)
–
–
$
734.4
$
722.4
$
–
$
133.9
43.9
2.7
6.1
–
(5.6)
–
(0.3)
–
(6.2)
174.5
–
–
–
–
5.6
–
(5.6)
–
–
–
Defined benefit obligation
Balance, beginning of year
Additions from business acquisitions
Current service cost, net of employee contributions
Interest cost
Employee contributions
Benefits paid
Past service costs
Past service costs – curtailments
Settlements
Remeasurement – actuarial losses (gains) included
in other comprehensive income
Balance, end of year
Plan assets
Fair value, beginning of year
Additions from business acquisitions
Interest income on plan assets
Remeasurement return on plan assets
(excluding amount in net interest)
Employer contributions
Employee contributions
Benefits paid
Settlements
Administrative costs
Fair value, end of year
112
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
Funded status
Total fair value of plan assets
Present value of unfunded obligations
Present value of partially funded obligations
Accrued benefit liabilities
Pension Benefit Plans
Other Benefit Plans
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
$
$
734.4
(91.2)
(813.6)
722.4
(83.2)
(758.3)
$
$
–
(180.7)
–
–
(174.5)
–
$
(170.4)
$
(119.1)
$
(180.7)
$
(174.5)
Accrued benefit liabilities have been recognized within other long-term liabilities on the consolidated balance sheets.
Pension Benefit Plans
Other Benefit Plans
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
Expenses
Current service cost, net of employee contributions
Net interest on net defined benefit liability
Administrative costs
Actuarial (gain) loss recognized
Past service costs
Past service costs – curtailments
Settlement loss
$
$
3.8
4.7
2.5
–
0.5
(6.6)
0.9
Costs
$
5.8
$
3.2
4.4
1.1
–
0.6
–
–
9.3
$
$
3.6
7.3
–
(0.2)
–
(4.4)
–
$
6.3
$
2.7
6.1
–
0.1
–
(0.3)
–
8.6
Current and past service costs have been recognized within selling and administrative expenses, whereas interest costs and
return on plan assets (excluding amounts in net interest costs) have been recognized within finance costs, net in the consolidated
statements of earnings.
Actuarial gains and losses recognized directly in other comprehensive income:
Pension Benefit Plans
Other Benefit Plans
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
Remeasurement effects recognized in other comprehensive income
Return on plan assets (excluding amounts in net interest)
Actuarial gain – experience changes
Actuarial loss – demographic assumptions
Actuarial loss (gain) – financial assumptions
$
$
(40.4)
(0.5)
–
95.3
$
(53.9)
(6.2)
12.5
12.5
$
–
(9.5)
–
16.2
Remeasurement effects recognized in other comprehensive income
$
54.4
$
(35.1)
$
6.7
$
–
(7.0)
9.3
(8.5)
(6.2)
The significant actuarial assumptions adopted in measuring the Company’s accrued benefit obligations are as follows (weighted-
average assumptions as of May 2, 2015):
Discount rate
Rate of compensation increase
Pension Benefit Plans
Other Benefit Plans
May 2, 2015
May 3, 2014
May 2, 2015
May 3, 2014
3.50%
3.50%
4.25%
3.50%
3.25%
4.00%
For measurement purposes, a 7.00 percent fiscal 2015 annual rate of increase in the per capita cost of covered health care benefits
was assumed (2014 – 7.50 percent). The cumulative rate expectation to 2019 and thereafter is 5.00 percent.
113
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
These assumptions were developed by management under consideration of expert advice provided by independent actuarial
appraisers. These assumptions have led to the amounts determined as the Company’s defined benefit obligations and should
be regarded as management’s best estimate. However, the actual outcome may vary. Estimation uncertainties exist especially
in regards to medical cost trends, which may vary significantly in future appraisals of the Company’s defined benefit and other
benefit obligations.
The table below outlines the sensitivity of the fiscal 2015 key economic assumptions used in measuring the accrued benefit plan
obligations and related expenses of the Company’s pension and other benefit plans. The sensitivity of each key assumption has
been calculated independently. Changes to more than one assumption simultaneously may amplify or reduce impact on the
accrued benefit obligations or benefit plan expenses.
Discount rate(2)
Impact of: 1% increase
Impact of: 1% decrease
Growth rate of health care costs(3)
Impact of: 1% increase
Impact of: 1% decrease
Pension Benefit Plans
Other Benefit Plans
Benefit
Obligations
3.50%
(116.4)
147.1
$
$
$
$
Benefit
Cost(1)
3.50%
(5.3)
4.3
Benefit
Obligations
3.25%
(22.7)
28.2
7.00%
21.1
(17.4)
$
$
$
$
$
$
$
$
Benefit
Cost(1)
3.25%
0.1
(0.3)
7.00%
1.2
(1.0)
(1) Reflects the impact on the current service cost, interest cost, and net interest on defined benefit liability (asset).
(2) Based on a weighted average of discount rates related to all plans.
(3) Gradually decreasing to 5.00 percent in 2019 and remaining at that level thereafter.
The asset mix of the defined benefit pension plans as at year end is as follows:
Canadian equity funds
Foreign equity funds
Fixed income funds
Cash
Total investments
May 2, 2015
May 3, 2014
18.2%
20.4%
60.5%
0.9%
37.8%
33.7%
28.1%
0.4%
100.0%
100.0%
Within these securities are investments in Empire Non-Voting Class A shares. The pro-rata market value of these shares at year end
is as follows:
Empire Company Limited Non-Voting Class A shares
$
22.3
3.0%
$
22.1
3.1%
May 2, 2015 % of Plan Assets
May 3, 2014 % of Plan Assets
All of the securities are valued based on quoted prices (unadjusted) in active markets for identical assets or liabilities or based
on inputs other than quoted prices in active markets that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
The actual return on plan assets was $67.6 for the year ended May 2, 2015 (2014 – $71.3).
Management’s best estimate of contributions expected to be paid to the defined benefit plans during the annual period beginning
on May 3, 2015 and ending on May 7, 2016 is $9.0.
114
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
18. CAPITAL STOCK
Authorized
2002 Preferred shares, par value of $25 each, issuable in series
Non-Voting Class A shares, without par value
Class B common share, without par value, voting
Issued and outstanding
Non-Voting Class A
Class B common
Total
Number of Shares
May 2, 2015
May 3, 2014
991,980,000
257,044,056
40,800,000
991,980,000
257,044,056
40,800,000
Number of
Shares
May 2, 2015
May 3, 2014
59,620,737
32,712,693
$ 2,102.1
7.3
$
2,101.0
7.6
$ 2,109.4
$
2,108.6
Under certain circumstances, where an offer (as defined in the share conditions) is made to purchase Class B common shares, the
holders of the Non-Voting Class A shares shall be entitled to receive a follow-up offer at the highest price per share paid, pursuant
to such offer to purchase Class B common shares.
During the year ended May 2, 2015, 1,548,070 Class B common shares were converted into 1,548,070 Non-Voting Class A shares.
In connection with the Canada Safeway acquisition in November 2013, the Company issued 24,265,000 Non-Voting Class A shares,
resulting in additions to capital stock of $1,842.6 before transaction costs. Transaction costs of $55.8, net of deferred taxes of
$20.1, were offset against the proceeds as they directly related to the issuance of the common shares.
During fiscal 2015, the Company paid common dividends of $99.7 (2014 – $83.3) to its equity holders. This represents a payment
of $1.08 per share (2014 – $1.04 per share) for common share holders.
On March 12, 2015, the Company filed a notice of intent with the Toronto Stock Exchange (“TSX”) to purchase for cancellation
up to 1,788,584 Non-Voting Class A shares, representing approximately three percent of those outstanding, subject to obtaining
regulatory approval. The purchases will be made through the facilities of the TSX. The price the Company will pay for any such
shares will be the market price at the time of acquisition. Purchases may commence on March 17, 2015, and shall terminate not
later than March 16, 2016. Empire has not repurchased any Non-Voting Class A shares since the date of notice.
19. OTHER INCOME
Gain on disposal of assets
Lease revenue from owned property
Investment income
Dilution gains
Total
May 2, 2015
May 3, 2014
$
$
66.9
31.4
1.2
0.1
99.6
$
$
8.0
35.2
1.8
4.3
49.3
115
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
20. EMPLOYEE BENEFITS EXPENSE
Wages, salaries and other short-term employment benefits
Post-employment benefits
Termination benefits
Total
May 2, 2015
May 3, 2014
$ 3,044.4
29.5
5.8
$
2,468.7
37.8
24.2
$ 3,079.7
$ 2,530.7
21. FINANCE COSTS, NET
Finance income and finance costs are reported on a net basis in the consolidated statements of earnings.
Finance income
Interest income from cash and cash equivalents
Gain on disposal of financial assets
Total finance income
Finance costs
Interest expense on financial liabilities measured at amortized cost
Fair value (gains) losses on forward contracts
Losses on cash flow hedges reclassified from other comprehensive income
Net pension finance costs
Accretion expense on provisions
Total finance costs
Finance costs, net
May 2, 2015
May 3, 2014
$
$
1.4
–
1.4
136.7
(0.5)
0.6
12.0
8.9
157.7
$
156.3
$
9.1
1.2
10.3
129.5
0.6
–
10.4
3.0
143.5
133.2
22. DISCONTINUED OPERATIONS
During fiscal 2014, Empire Theatres completed its asset sales transactions with two unrelated parties. Details of the sale are as follows:
Net proceeds on disposal
$
259.2
Book value of property and equipment sold
Book value of goodwill sold
Book value of intangible assets sold
Write off of property and equipment
Write off of deferred tenant inducements and market lease adjustments
Write off of straight line rent
Estimated transaction costs
Other costs
Gain before income taxes
Income taxes
Gain on disposal of assets, net of tax
116
114.4
32.6
0.5
0.4
(14.2)
(4.2)
3.0
1.5
134.0
125.2
21.0
104.2
$
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
An analysis of the operating results of the discontinued operations, and results recognized as a result of remeasurement of the
disposal groups, sale of the disposal groups and recognition of restructuring costs is as follows:
Sales
Expenses, including finance costs of $ nil (2014 – $0.8)
Earnings before income taxes of discontinued operations
Income taxes
Net earnings of discontinued operations
Loss recognized on remeasurement of assets of disposal groups
to fair value less cost to sell, net of tax of $ nil (2014 – $6.2)
Gain on disposal of assets, net of tax of $ nil (2014 – $(21.0))
Loss from recognition of restructuring costs, net of tax of $ nil (2014 – $3.6)
Net gain from remeasurement of assets, disposal of assets and from restructuring costs
Net earnings from discontinued operations
Cash flows from discontinued operations:
Operating cash flows
Investing cash flows
Financing cash flows
23. EARNINGS PER SHARE
Earnings applicable to common shares are comprised of the following:
Earnings from continuing operations
Earnings from discontinued operations
Earnings applicable to common shares
Earnings per share is comprised of the following:
Basic earnings per share
From continuing operations
From discontinued operations
Diluted earnings per share
From continuing operations
From discontinued operations
May 2, 2015
May 3, 2014
$
$
–
–
–
–
–
–
–
–
–
–
$
127.5
120.2
7.3
2.1
5.2
(15.7)
104.2
(9.3)
79.2
84.4
$
May 2, 2015
May 3, 2014
$
$
$
–
–
–
$
$
$
(24.9)
239.3
(21.0)
May 2, 2015
May 3, 2014
$
$
419.0
–
419.0
$
$
151.0
84.4
235.4
May 2, 2015
May 3, 2014
$
$
$
$
4.54
–
4.54
4.54
–
4.54
$
$
$
$
1.89
1.05
2.94
1.88
1.05
2.93
The weighted average number of outstanding shares as at May 2, 2015 used for basic earnings per share amounted to 92,329,239
(2014 – 80,049,235) shares.
117
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
The weighted average number of shares for the purpose of diluted earnings per share can be reconciled to the weighted average
number of ordinary shares used in the calculation of basic earnings per share as follows:
Weighted average number of shares used in basic earnings per share
Shares deemed to be issued for no consideration in respect of stock-based payments
Weighted average number of shares used in diluted earnings per share
May 2, 2015
May 3, 2014
92,329,239
55,795
80,049,235
159,691
92,385,034
80,208,926
24. BUSINESS ACQUISITIONS
The Company acquired franchise and non-franchise stores, retail gas locations and prescription files. The results of these
acquisitions have been included in the consolidated financial results of the Company since their acquisition dates, and were
accounted for through the use of the acquisition method. Goodwill recorded on the acquisitions of franchise and non-franchise
stores and retail gas locations relate to the acquired work force and customer base of the existing store location, along with the
synergies expected from combining the efforts of the acquired stores with existing stores.
The following table represents the amounts of identifiable assets and liabilities from resulting acquisitions for the respective periods:
Stores and retail gas locations
Inventories
Property, equipment and investment property
Intangibles
Deferred tax assets
Assets held for sale
Assets acquired for sale-leaseback
Goodwill
Accounts payable and accrued liabilities
Pension obligations
Deferred tax liabilities
Provisions
Other assets and liabilities
Prescription files
Intangibles
Cash consideration
May 2, 2015
May 3, 2014
$
5.2
6.0
0.1
–
–
–
4.5
–
–
–
(0.1)
(4.3)
11.4
$
457.9
1,152.5
1816
35.5
391.4
991.3
2,820.1
(398.7)
(137.5)
(13.2)
–
37.6
5,518.5
0.3
306.5
$
11.7
$
5,825.0
From the date of acquisition, the businesses acquired contributed sales of $38.3 and earnings of $0.4 for the year ended May 2, 2015.
Canada Safeway Acquisition
On June 12, 2013, the Company entered into an Asset Purchase Agreement with Safeway Inc. and its subsidiaries to purchase
substantially all of the assets and select liabilities of Canada Safeway ULC for a cash purchase price of $5,800.0, subject to a
working capital adjustment.
118
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
During fiscal 2015, management finalized the purchase price allocation related to the Canada Safeway acquisition. As a result, the
consolidated balance sheet as at May 3, 2014 was adjusted and includes the following fair value of the identifiable assets acquired
and liabilities assumed:
Inventories
Property, equipment and investment property
Assets held for sale
Assets acquired for sale-leaseback
Intangibles
Deferred tax assets
Accounts payable and accrued liabilities
Pension obligations
Deferred tax liabilities
Other assets and liabilities
Total identifiable net assets
Excess consideration paid over identifiable net assets acquired allocated to goodwill
25. GUARANTEES, COMMITMENTS AND CONTINGENT LIABILITIES
Guarantees
Franchisees and Affiliates
$
$
$
451.0
1,139.8
391.4
991.3
487.6
35.5
(398.7)
(137.5)
(13.2)
38.1
2,985.3
2,814.7
Sobeys is party to a number of franchise and operating agreements as part of its business model. These agreements contain
clauses which require the Company to provide support to franchisee and affiliate operators to offset or mitigate retail store losses,
reduce store rental payments, minimize the impact of promotional pricing, and assist in covering other store related operating
expenses. Not all of the financial support noted above will apply in each instance as the provisions of the agreements vary. The
Company will continue to provide financial support pursuant to the franchise and operating agreements in future years.
Sobeys has a guarantee contract under the terms of which, should certain franchisees and affiliates be unable to fulfill their lease
obligations, Sobeys would be required to fund the greater of $7.0 or 9.9 percent (2014 – $7.0 or 9.9 percent) of the authorized and
outstanding obligation. The terms of the guarantee contract are reviewed annually each August. As at May 2, 2015, the amount of
the guarantee was $7.0 (2014 – $7.0).
Sobeys has guaranteed certain equipment leases of its franchisees and affiliates. Under the terms of the guarantee should
franchisees and affiliates be unable to fulfill their equipment lease obligations, Sobeys would be required to fund the difference of
the lease commitments up to a maximum of $145.0 on a cumulative basis. Sobeys approves each of the contracts.
During fiscal 2009, Sobeys entered into an additional credit enhancement contract in the form of a standby letter of credit
for certain franchisees and affiliates for the purchase and installation of equipment. Under the terms of the contract, should
franchisees and affiliates be unable to fulfill their lease obligations or provide an acceptable remedy, Sobeys would be required to
fund the greater of $6.0 or 10.0 percent (2014 – $6.0 or 10.0 percent) of the authorized and outstanding obligation annually. Under
the terms of the contract, Sobeys is required to obtain a letter of credit in the amount of the outstanding guarantee, to be revisited
each calendar year. This credit enhancement allows Sobeys to provide favourable financing terms to certain franchisees and
affiliates. The contract terms have been reviewed and Sobeys determined that there were no material implications with respect to
the consolidation of SEs. As at May 2, 2015, the amount of the guarantee was $6.0 (2014 – $6.0).
119
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
The minimum rent payments under the guaranteed operating equipment leases over the next five fiscal years are:
2016
2017
2018
2019
2020
Thereafter
Other
Third Parties
$
13.4
–
–
–
–
–
At May 2, 2015, the Company was contingently liable for letters of credit issued in the aggregate amount of $69.8 (2014 – $94.6).
Upon entering into the lease of its new Mississauga distribution centre, in March 2000, Sobeys guaranteed to the landlord the
performance, by SERCA Foodservice Inc., of all of its obligations under the lease. The remaining term of the lease is five years with
an aggregate obligation of $16.5 (2014 – $19.5). At the time of the sale of assets of SERCA Foodservice Inc. to Sysco Corp., the
lease of the Mississauga distribution centre was assigned to and assumed by the purchaser, and Sysco Corp. agreed to indemnify
and hold Sobeys harmless from any liability it may incur pursuant to its guarantee.
Commitments
Operating leases, as lessee
The Company leases various retail stores, distribution centres, offices, and equipment under non-cancellable operating leases.
These leases have varying terms, escalation clauses, renewal options, and bases on which contingent rent is payable.
The total net, future minimum rent payable under the Company’s operating leases as of May 2, 2015 is approximately $4,020.5.
This reflects a gross lease obligation of $4,939.8 reduced by expected sub-lease income of $919.3. The net commitments over the
next five fiscal years are:
2016
2017
2018
2019
2020
Thereafter
Third Parties
Related Parties
Net Lease
Obligation
Gross Lease
Obligation
Net Lease
Obligation
Gross Lease
Obligation
$
226.2
209.8
192.6
178.2
164.7
920.7
$
338.0
311.6
283.2
256.7
236.3
1,385.7
$
128.1
126.7
126.4
127.6
127.3
1,492.2
$
128.1
126.7
126.4
127.6
127.3
1,492.2
The Company recorded $517.4 (2014 – $500.0) as an expense for minimum lease payments for the year ended May 2, 2015 in the
consolidated statements of earnings. The expense was offset by sub-lease income of $161.8 (2014 – $155.9), and a further $11.5
(2014 – $11.9) of expense was recognized for contingent rent.
Operating leases, as lessor
The Company also leases most investment properties under operating leases. These leases have varying terms, escalation clauses,
renewal options and bases on which contingent rent is receivable.
Rental income for the year ended May 2, 2015 was $29.7 (2014 – $34.3) and was recognized as other income in the consolidated
statements of earnings. In addition, the Company recognized $1.7 of contingent rent for the year ended May 2, 2015 (2014 – $0.9).
120
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
The lease payments expected to be received over the next five fiscal years are:
2016
2017
2018
2019
2020
Thereafter
Contingent liabilities
Third Parties
$
19.5
17.3
15.6
13.7
11.1
67.1
On June 21, 2005, Sobeys received a notice of reassessment from Canada Revenue Agency (“CRA”) for fiscal years 1999 and 2000
related to Lumsden Brothers Limited, a wholesale subsidiary of Sobeys, and the Goods and Service Tax (“GST”). The reassessment
related to GST on sales of tobacco products to status Indians. CRA asserts that Sobeys was obliged to collect GST on sales of
tobacco products to status Indians. The total tax, interest and penalties in the reassessment was $13.6. Sobeys has reviewed this
matter, has received legal advice, and believes it was not required to collect GST. During the second quarter of fiscal 2006, Sobeys
filed a Notice of Objection with CRA. The matter is still under dispute and Sobeys has filed a Notice of Appeal with the Tax Court
of Canada. Accordingly, Sobeys has not recorded in its statements of earnings any of the tax, interest or penalties in the notice
of reassessment. Sobeys has deposited with CRA funds to cover the total tax, interest and penalties in the reassessment and has
recorded this amount as an other long-term receivable from CRA pending resolution of the matter.
There are various claims and litigation, with which the Company is involved, arising out of the ordinary course of business
operations. The Company’s management does not consider the exposure to such litigation to be material, although this cannot
be predicted with certainty.
In the ordinary course of business, the Company is subject to ongoing audits by tax authorities. While the Company believes
that its tax filing positions are appropriate and supportable, from time to time certain matters are reviewed and challenged by
the tax authorities.
26. FINANCIAL INSTRUMENTS
Credit risk
Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. The Company’s financial instruments that are exposed to concentrations of credit risk are primarily cash and cash
equivalents, receivables, loans and other receivables, derivative contracts and guarantees.
The Company’s maximum exposure to credit risk corresponds to the carrying amount for all cash and cash equivalents, loans and
receivables, and guarantee contracts for franchisees and affiliates (Note 25).
The Company mitigates credit risk associated with its trade receivables and loans receivables through established credit approvals,
limits and a regular monitoring process. The Company generally considers the credit quality of its financial assets that are neither
past due or impaired to be solid. The Company regularly monitors collection performance and pledged security for all of its
receivables and loans and other receivables to ensure adequate payments are being received and adequate security is available.
Pledged security can vary by agreement, but generally includes inventory, fixed assets including land and/or building, as well as
personal guarantees. Credit risk is further mitigated due to the large number of customers and their dispersion across geographic
areas. The Company only enters into derivative contracts with counterparties that are dual rated and have a credit rating of “A” or
better to minimize credit risk.
121
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
Receivables are substantially comprised of balances due from independent accounts, franchisee or affiliate locations as well as
rebates and allowances from vendors. The due date of these amounts can vary by agreement but in general balances over 30 days
are considered past due. The aging of the receivables is as follows:
0 – 30 days
31 – 90 days
Greater than 90 days
Total receivables before allowance for credit losses
Less: allowance for credit losses
Receivables
May 2, 2015
May 3, 2014
$
$
380.6
54.4
94.2
529.2
(21.8)
$
507.4
$
363.9
40.6
75.1
479.6
(20.3)
459.3
Interest earned on past due accounts is recorded as a reduction to selling and administrative expenses in the consolidated
statements of earnings. Receivables are classified as current on the consolidated balance sheets as of May 2, 2015.
Allowance for credit losses is reviewed at each balance sheet date. An allowance is taken on receivables from independent
accounts, as well as receivables, loans and other receivables from franchisee or affiliate locations and is recorded as a reduction
to its respective receivable account on the consolidated balance sheets. The Company updates its estimate for credit losses
based on past due balances from independent accounts and based on an evaluation of recoverability net of security assigned for
franchisee or affiliate locations. Current and long-term receivables, loans and other receivables are reviewed on a regular basis
and are written-off when collection is considered unlikely. The change in allowance for credit losses is recorded as selling and
administrative expenses in the consolidated statements of earnings and is presented as follows:
Allowance, beginning of year
Provision for losses
Recoveries
Write-offs
Allowance, end of year
Liquidity risk
May 2, 2015
May 3, 2014
$
$
20.3
12.5
(4.0)
(7.0)
$
21.8
$
19.2
7.1
(5.0)
(1.0)
20.3
Liquidity risk is the risk that the Company may not have cash available to satisfy financial liabilities as they come due. The Company
actively maintains a committed credit facility to ensure that it has sufficient available funds to meet current and foreseeable future
financial requirements at a reasonable cost.
The Company monitors capital markets and the related conditions, and monitors its cash flows in order to assist in optimizing its
cash position and evaluate longer term cash and funding requirements. Market conditions allowing, the Company will access debt
capital markets for various long-term debt maturities and as other liabilities come due or as assessed to be appropriate in order to
minimize risk and optimize pricing.
The following table summarizes the amount and the contractual maturities of both the interest and principal portion of significant
financial liabilities on an undiscounted basis as at May 2, 2015:
2016
2017
2018
2019
2020
Thereafter
Total
Derivative financial liabilities
Foreign currency swaps
Non-derivative financial liabilities
Accounts payable and accrued liabilities
Long-term debt
$
2.3 $
2.4 $
2.4 $
2.5 $
13.0 $
– $
22.6
2,265.8
142.6
–
420.3
–
298.5
–
677.4
–
78.6
–
1,646.7
2,265.8
3,264.1
Total
$ 2,410.7 $
422.7 $
300.9 $
679.9 $
91.6 $ 1,646.7 $ 5,552.5
122
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
Fair value of financial instruments
The fair value of a financial instrument is the estimated amount that the Company would receive to sell financial assets or pay to
transfer financial liabilities in an orderly transaction between market participants at the measurement date.
The book value of cash and cash equivalents, receivables, loans and other receivables, and accounts payable and accrued liabilities
approximate fair values at the balance sheet dates due to the short term maturity of these instruments.
The book value of the long-term portion of loans and other receivables, and investments approximate fair values at the balance
sheet dates due to the current market rates associated with these instruments.
The fair value of the variable rate long-term debt is assumed to approximate its carrying amount based on current market rates and
consistency of credit spread. The fair value of long-term debt has been estimated by discounting future cash flows at a rate offered
for borrowings of similar maturities and credit quality.
The fair value of derivative financial assets and liabilities, classified as Level 2, is estimated using valuation models that utilize
market based observable inputs. Management believes that its valuation technique is appropriate.
There were no transfers between classes of the fair value hierarchy during the year ended May 2, 2015.
The following table provides a comparison of the carrying values and fair values for each classification of financial instruments:
Financial Assets
Loans and receivables:
Cash and cash equivalents
Receivables
Loans and other receivables
Financial assets designated as fair value through profit or loss:
Other assets(1)
Available for sale:
Investments
May 2, 2015
May 3, 2014
Total Carrying
Amount
Total
Fair Value
Total Carrying
Amount
Total
Fair Value
$
$
$
295.9
507.4
113.3
4.5
25.1
295.9
507.4
113.3
4.5
25.1
$
429.3
459.3
98.9
6.8
24.8
429.3
459.3
98.9
6.8
24.8
Total financial assets
$
946.2
$
946.2
$
1,019.1
$
1,019.1
Financial Liabilities
Other financial liabilities:
Accounts payable and accrued liabilities
Long-term debt
Financial liabilities designated as fair value through profit or loss:
Other long-term liabilities(2)
$ 2,265.8
2,295.9
$ 2,265.8
2,490.7
$
2,244.9
3,500.1
$
2,244.9
3,639.9
5.5
5.5
–
–
Total financial liabilities
$ 4,567.2
$ 4,762.0
$
5,745.0
$
5,884.8
(1) Represents the total carrying values of financial assets included in other assets on the consolidated balance sheets.
(2) Represents the total carrying values of financial liabilities included in other long-term liabilities on the consolidated balance sheets.
As at May 2, 2015, the fair value hierarchy includes financial assets designated as fair value through profit or loss of $4.4, $0.1, and
$ nil for Levels 1, 2 and 3 respectively (2014 – $6.3, $0.5, and $ nil).
As at May 2, 2015, the fair value hierarchy includes financial assets designated as available for sale of $25.1 for Level 1
(2014 – $24.8).
As at May 2, 2015, the fair value hierarchy includes financial liabilities designated as fair value through profit or loss of $ nil, $5.5,
and $ nil for Levels 1, 2 and 3 respectively. There were no financial liabilities designated as fair value through profit or loss as at
May 3, 2014.
123
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
Derivative financial instruments
Derivative financial instruments are recorded on the consolidated balance sheets at fair value unless the derivative instrument is
a contract to buy or sell a non-financial item in accordance with the Company’s expected purchase, sale or usage requirements,
referred to as a “normal purchase” or “normal sale”. Changes in the fair values of derivative financial instruments are recognized
in net earnings or loss unless it qualifies and is designated as an effective cash flow hedge or a normal purchase or normal sale.
Normal purchases and normal sales are exempt from the application of the standard and are accounted for as executory contracts.
Changes in fair value of a derivative financial instrument designated as a cash flow hedge are recorded in other assets and other
long-term liabilities with the effective portion recorded in other comprehensive income.
Cash flow hedges
The Company’s cash flow hedges consist principally of foreign currency swaps and interest rate swaps. Foreign exchange contracts
are used to hedge future purchases or expenditures of foreign currency denominated goods or services. Interest rate swaps are
used to protect against exposure to variability in future interest cash flows on non-trading assets and liabilities which bear interest
at variable rates. Gains and losses are initially recognized directly in equity and are transferred to net earnings or loss when the
forecast cash flows affect income or expense for the year.
As of May 2, 2015, the fair values of the outstanding derivatives designated as cash flow hedges of forecast transactions were
assets of $0.1 (2014 – $0.5) and liabilities of $5.5 (2014 – $ nil).
Cash flows from cash flow hedges are expected to flow over the next five years until fiscal 2020, and are expected to be
recognized in net earnings over this period, and, in the case of foreign currency swaps, over the life of the related assets in which
a portion of the initial cost is being hedged.
The gains and losses on ineffective portions of such derivatives are recognized immediately in net earnings for the year. During
the year, the Company recognized $0.4 (2014 – $ nil) directly into net earnings as a result of ineffective hedging contracts.
Interest rate risk
Interest rate risk is the potential for financial loss arising from changes in interest rates. Financial instruments that potentially
subject the Company to interest rate risk include financial liabilities with floating interest rates.
The Company manages interest rate risk by monitoring market conditions and the impact of interest rate fluctuations on its debt.
The Company utilized interest rate swaps designated as cash flow hedges to manage variable interest rates associated with some
of the Company’s long-term debt. Hedge accounting treatment resulted in interest expense on the related borrowings being
reflected at hedged rates rather than at variable interest rates.
The majority of the Company’s long-term debt is at fixed interest rates or hedged with interest rate swaps. Approximately
27.5 percent (2014 – 54.2 percent) of the Company’s long-term debt is exposed to interest rate risk due to floating rates.
Net earnings is sensitive to the impact of a change in interest rates on the average balance of interest bearing financial liabilities
during the year. For the year ending May 2, 2015, the Company’s average outstanding unhedged floating rate debt was $1,270.3
(2014 – $1,060.5). An increase (decrease) of 25 basis points would have impacted net earnings by $2.2 ($2.2) (2014 – $1.9 ($1.9)) and
other comprehensive income by $ nil ($ nil) (2014 – $ nil ($ nil)) as a result of the Company’s exposure to interest rate fluctuations on
its hedged and unhedged floating rate debt.
During the first quarter of fiscal 2015, Sobeys entered into an amortizing interest rate swap for an original notional amount of
$598.7 at a fixed interest rate of 1.4 percent effective May 12, 2014 to hedge the interest rate on a portion of Sobeys’ Acquisition
Facility (Note 15). The notional amount outstanding at the end of fiscal 2015 is $174.7. The interest rate swap matures on
December 31, 2015.
124
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED Foreign currency exchange risk
The Company conducts the vast majority of its business in Canadian dollars. The Company’s foreign currency exchange risk
principally relates to purchases made in U.S. dollars. In addition, the Company also uses forward contracts to fix the exchange rate
on some of its expected requirements for Euros, British Pounds and U.S. dollars. Amounts received or paid related to instruments
used to hedge foreign exchange, including any gains and losses, are recognized in the cost of purchases. The Company does not
consider its exposure to foreign currency exchange risk to be material.
The Company has entered into foreign currency forward contracts and foreign currency swaps for the primary purpose of
limiting exposure to exchange rate fluctuations relating to expenditures denominated in foreign currencies. These contracts are
designated as hedging instruments for accounting purposes. Accordingly, the effective portion of the change in the fair value
of the forward contracts are accumulated in other comprehensive income until the variability in cash flows being hedged is
recognized in net earnings in future accounting periods.
The Company estimates that a 10 percent increase (decrease) in applicable foreign currency exchange rates would impact net
earnings by $ nil ($ nil) (2014 – $ nil ($ nil)) and other comprehensive income by $4.2 ($4.2) (2014 – $0.8 ($0.8)) for foreign currency
derivatives in place at year end.
Sobeys entered into seven Euro/Canadian dollar forward contracts during the first quarter of fiscal 2015 at an approximate
Canadian dollar value at inception of $58.0. The forward contracts were entered into to hedge and limit exposure to exchange
rate fluctuations relating to future expenditures in Euros. The forward contracts have maturities ranging from May 29, 2014 to
September 1, 2016.
On January 30, 2015, Sobeys unwound a floating-for-floating currency swap that originated in July 2008 at a gain of $0.7 and
entered into a new floating-for-floating currency swap with a fixed rate of 1.2775 Canadian dollar/ U.S. dollar to mitigate the
currency risk associated with a U.S. dollar denominated variable rate loan. The terms of the swap match the terms of the variable
rate loan.
Market risk
Market risk is the risk that the fair value of investments will fluctuate as a result of changes in the price of the investment. The
Company estimates that a 10 percent change in the market value of its investments that trade on a recognized stock exchange
would impact net earnings by $ nil (2014 – $ nil) and other comprehensive income by $2.1 (2014 – $2.1).
27. SEGMENTED INFORMATION
The Board of Directors has determined that the primary segmental reporting format is by business segment, based on the
Company’s management and internal reporting structure. The Company operates principally in two business segments: food
retailing and investments and other operations. The food segment consists of distribution of food products in Canada.
Segment results and assets include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis.
Each of these operating segments is managed separately as each of these segments requires different technologies and other
resources as well as marketing approaches. All inter-segment transfers are carried out at arm’s length prices. The measurement
policies the Company uses for segment reporting under IFRS 8, “Operating Segments”, are the same as those used in its
consolidated financial statements.
No asymmetrical allocations have been applied between segments.
125
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT The sales and operating income generated by each of the group’s business segments are summarized as follows:
Segmented sales
Food retailing
Investments and other operations
Sales to discontinued operations
Total
Segmented operating income
Food retailing
Investments and other operations
Crombie REIT
Real estate partnerships
Other operations, net of corporate expenses
Total
Total assets by segment
Food retailing
Investments and other operations (including discontinued operations)
Total
May 2, 2015
May 3, 2014
$ 23,928.8
–
23,928.8
–
$ 20,961.5
3.4
20,964.9
7.1
$ 23,928.8
$ 20,957.8
May 2, 2015
May 3, 2014
$
639.9
$
291.6
30.6
54.7
18.4
103.7
19.2
30.4
(12.7)
36.9
$
743.6
$
328.5
May 2, 2015
May 3, 2014
$ 10,787.4
686.0
$ 11,560.7
683.0
$ 11,473.4
$ 12,243.7
Segment operating income can be reconciled to group profit before income taxes and discontinued operations as follows:
Total operating income
Finance costs, net
Total
May 2, 2015
May 3, 2014
$
$
743.6
156.3
587.3
$
$
328.5
133.2
195.3
The investments and other operations consists of the investments, at equity in Crombie REIT, real estate partnerships, and various
other corporate operations.
126
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
28. STOCK-BASED COMPENSATION
Deferred stock units
Members of the Board of Directors and certain employees may elect to receive all or any portion of their fees or a portion of their
compensation in deferred stock units (“DSUs”) in lieu of cash. The number of DSUs received is determined by the market value of
the Company’s Non-Voting Class A shares on each directors’ or employees’ fee payment date. Additional DSUs are received as
dividend equivalents. DSUs cannot be redeemed for cash until the holder is no longer a director of the Company or the employee
has retired. The redemption value of a DSU equals the market value of an Empire Non-Voting Class A share at the time of
redemption. On an ongoing basis, the Company values the DSU obligation at the current market value of a corresponding number
of Non-Voting Class A shares and records any increase or decrease in the DSU obligation as selling and administrative expenses
on the consolidated statements of earnings. At May 2, 2015, there were 120,870 (2014 – 146,365) DSUs outstanding. During the
52 weeks ended May 2, 2015, the compensation expense was $4.0 (2014 – $1.1).
Performance share unit plan
Commencing in fiscal 2012, the Company awarded certain employees a target number of performance share units (“PSUs”) that
track the Company’s Non-Voting Class A share prices over a three-year period. The number of PSUs that vest under an award is
dependent on time and the achievement of specific performance measures. On the vesting date, each employee is entitled to
receive a cash payout amount equal to the number of their vested PSUs multiplied by the market value of the Non-Voting Class
A shares. At May 2, 2015, there were 270,542 (2014 – 39,600) PSUs outstanding. During the 52 weeks ended May 2, 2015, the
compensation expense was $9.2 (2014 – $2.7).
The total carrying amount of liability for DSU’s and PSU’s at May 2, 2015 was $24.2 (2014 – $12.1).
Phantom performance option plan
Prior to fiscal 2014, Sobeys’ executives participated in the Sobeys phantom performance option plan (“PPOP”) which provided
for the issuance of phantom performance options (“PPOs”). The PPOs are subject to a performance period or term of five years.
Sobeys PPOs were granted to officers and senior management of Sobeys as approved by the Human Resource (“HR”) Committee.
Grants vest over a four-year period at a rate of 25 percent per year. The PPOP contains a liquidity provision which allows for partial
payouts of the ‘in-the-money’ position during the performance period. During fiscal 2014, the plan was converted to a cash settled
share based payment with the growth calculation based on the five day average Empire Non-Voting Class A share value following
the announcement of the Company’s fiscal financial performance compared to the five day average following the announcement
of the Company’s fiscal financial performance of the preceding year. At May 2, 2015, there were 895,223 options (2014 – 1,244,057)
outstanding and the carrying amount of the liability associated with these options was $24.6 (2014 – $11.0).
Empire restricted share unit plan
Empire created a Restricted Share Unit Plan for certain executives and other employees joining the Company as a result of the
acquisition of Canada Safeway to replace lost value of unvested Safeway stock options and stock appreciation rights that existed
at the closing of the Canada Safeway acquisition in November 2013. The Restricted Share Unit Plan is a cash settled share based
payment that provides a cash payout value of a restricted share unit (“RSU”) equal to the market value of a Non-Voting Class A
share at the time of vesting assuming reinvestment of any dividends paid since the date of grant. Following closing of the Canada
Safeway acquisition in fiscal 2014, the HR Committee issued RSUs based on a Non-Voting Class A share value of $76.00. The
granted RSUs vest in stages over three years. The Restricted Share Unit Plan also provides that the HR Committee may allow
RSUs to be converted to deferred stock units if the participant elects prior to vesting. At May 2, 2015, there were 110,800 (2014 –
119,899) units outstanding and the carrying amount of the liability associated with these units was $7.0 (2014 – $4.2).
127
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT Stock option plan
During fiscal 2015, the Company granted an additional 325,989 options under the stock option plan for employees of the Company
whereby options are granted to purchase Non-Voting Class A shares. The weighted average fair value of $7.88 per option was
determined using the Black Scholes model with the following weighted average assumptions:
Share price
Expected life
Risk-free interest rate
Expected volatility
Dividend yield
$67.28
8.00 years
1.70%
14.45%
1.52%
The compensation cost for the year ended May 2, 2015 was $4.0 (2014 – $3.4) with amortization of the cost over the vesting period
of four years. The total increase in contributed surplus in relation to the stock option compensation cost was $4.0 (2014 – $3.4).
The outstanding options at May 2, 2015 were granted at prices between $51.99 and $92.60 and expire between July 2018 and
March 2023. Stock option transactions during fiscal 2015 and 2014 were as follows:
2015
2014
Balance, beginning of year
Granted
Purchased
Exercised
Forfeited
Balance, end of year
Number of
Options
934,366
325,989
–
(87,574)
(51,116)
Weighted
Average
Exercise Price
$
74.56
67.28
–
51.11
67.76
Number of
Options
684,128
826,799
(291,980)
(240,940)
(43,641)
1,121,665
$
74.58
934,366
$
Weighted
Average
Exercise Price
$
47.06
78.89
46.89
44.16
78.46
74.56
Stock options exercisable, end of year
231,577
101,289
The following table summarizes information about stock options outstanding at May 2, 2015:
Year Granted
2011
2012
2013
2014
2015
Total
Options Outstanding
Options Exercisable
Number of
Outstanding
Weighted
Average
Remaining
Options Contractual Life(1)
Weighted
Average
Exercise Price
Number
Exercisable
at May 2, 2015
Weighted
Average
Exercise Price
19,954
17,941
4,754
755,259
323,757
1,121,665
3.17
4.17
5.17
6.42
7.16
6.49
51.99
54.40
53.93
78.92
67.28
19,954
13,456
2,377
195,790
–
51.99
54.40
53.93
78.92
–
$
74.58
231,577
$
74.92
(1) Weighted average remaining contractual life is expressed in years.
128
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
Share Purchase Plan
The Company has a share purchase plan for employees of the Company whereby loans are granted to purchase Non-Voting
Class A shares.
The Company’s current practice is to use only the performance share unit plan and the stock option plan to provide medium-
term and long-term incentive for employees. As a result, outstanding loans under the share purchase plan will be repaid at the
employees’ option, but no later than the expiry date of the loans which were originally set for 10 years.
29. RELATED PARTY TRANSACTIONS
The Company has related party transactions with Crombie REIT and key management personnel. The Company holds a
41.5 percent ownership interest in Crombie REIT and accounts for its investment using the equity method.
On May 30, 2014, Crombie REIT 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 of Class B LP units (which are
convertible on a one-for-one basis into units of Crombie REIT). Following the conversion of Crombie REIT debentures during the
current fiscal year, and accounting for the subscription of Class B LP units, the Company’s interest in Crombie REIT decreased
from 41.6 to 41.5 percent.
During the second quarter of fiscal 2015, the Company exited a sub-lease agreement with Crombie REIT and incurred a charge
of $2.7. This charge is included in selling and administrative expenses on the consolidated statements of earnings.
During the year ended May 2, 2015, Sobeys through its wholly owned subsidiaries sold ten properties and leased back eight
properties from Crombie REIT. Cash consideration received for the properties sold was $105.8, resulting in a pre-tax gain of $1.2,
which has been recognized in the consolidated statements of earnings. The majority of proceeds received were used to repay
bank borrowings.
The Company rents premises from Crombie REIT, at amounts in management’s opinion which approximate fair market value.
Management has determined these amounts to be fair value due to the significant number of leases negotiated with third parties
in each market it operates. During fiscal year 2015, the aggregate net payments under these leases, which are measured at
exchange amounts, were $149.0 (2014 – $110.5).
In addition, Crombie REIT provides administrative and management services to the Company. The charges incurred for
administrative and management services are on a cost recovery basis.
At May 2, 2015, investments included $25.1 (2014 – $24.6) of Crombie REIT convertible unsecured subordinated debentures. The
Company received interest from Crombie REIT of $1.2 for the year ended May 2, 2015 (2014 – $1.2). These amounts are included in
other income in the consolidated statements of earnings.
On July 24, 2013, Sobeys entered into a sale-leaseback agreement with Crombie REIT, pursuant to which Crombie REIT agreed
to indirectly acquire 70 properties included in the Canada Safeway acquisition for $991.3. The sale-leaseback transaction closed
effective November 3, 2013, immediately following the close of the Canada Safeway acquisition.
On closing of the acquisition of the 70 properties, the Company subscribed for $150.0 of Class B units (which are convertible on a
one-for-one basis into units of Crombie REIT).
During the third quarter of fiscal 2014, Crombie REIT purchased from the Company their interest in certain retention leases for cash
consideration of $1.5 resulting in a pre-tax gain of $0.4 which was recognized in the consolidated statements of earnings.
During fiscal 2014, Sobeys entered into a loan agreement with Crombie REIT to partially finance Sobeys’ acquisition of a property
in British Columbia. The $11.9 loan bears interest at a rate of 6.0 percent and has no principal repayments until maturity on
October 1, 2016. The Company also sold and leased back a property from Crombie REIT for cash consideration of $10.2 which was
equal to its carrying value. In addition, the Company exchanged properties with Crombie REIT during fiscal 2014. The properties
exchanged were both located in Canmore, Alberta.
129
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT Key management personnel compensation
Key management personnel include the Board of Directors and members of the Company’s executive team that have authority and
responsibility for planning, directing and controlling the activities of the Company.
Key management personnel compensation is comprised of:
Salary, bonus and other short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
May 2, 2015
May 3, 2014
$
$
17.9
1.3
–
14.3
33.5
$
$
12.0
3.8
7.2
10.7
33.7
Indemnities
The Company has agreed to indemnify its directors, officers and particular employees in accordance with the Company’s policies.
The Company maintains insurance policies that may provide coverage against certain claims.
30. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are: i) ensure sufficient liquidity to support its financial obligations and execute
its operating and strategic plans, ii) to minimize the cost of capital while taking into consideration current and future industry,
market and economic risks and conditions, iii) to maintain an optimal capital structure that provides necessary financial flexibility
while also ensuring compliance with any financial covenants, and; iv) to maintain an investment grade credit rating with each rating
agency that assesses the credit worthiness of the Company.
The Company monitors and makes adjustments to its capital structure, when necessary, in light of changes in economic conditions,
the objectives of its shareholders, the cash requirements of the business and the condition of capital markets.
The Company considers its total capitalization to include all interest bearing debt, including bank loans, long-term debt
(including the current portion thereof) and shareholders’ equity, net of cash and cash equivalents. The calculation is set out in
the following table:
Long-term debt due within one year
Long-term debt
Funded debt
Less cash and cash equivalents
Net funded debt
Shareholders’ equity, net of non-controlling interest
Capital under management
May 2, 2015
May 3, 2014
$
53.9
2,242.0
2,295.9
(295.9)
2,000.0
5,983.8
$
218.0
3,282.1
3,500.1
(429.3)
3,070.8
5,700.5
$ 7,983.8
$
8,771.3
Although the Company does not include operating leases in its definition of capital, the Company does give consideration to its
obligations under operating leases when assessing its total capitalization.
130
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
The primary investments undertaken by the Company include additions to the selling square footage of its store network via
the construction of new, relocated and expanded stores, including related leasehold improvements and the purchase of land
bank sites for future store construction. The Company makes capital investments in information technology and its distribution
capabilities to support an expanding store network. In addition, the Company makes capital expenditures in support of its
investments and other operations. The Company largely relies on its cash flow from operations to fund its capital investment
program and dividend distributions to its shareholders. The cash flow is supplemented, when necessary, through the borrowing
of additional debt or the issuance of additional capital stock. No changes were made to these objectives in the current year.
Management monitors certain key ratios to effectively manage capital:
Funded debt to total capital(1)
Funded debt to EBITDA(2)
EBITDA to interest expense(2)
May 2, 2015
May 3, 2014
27.7%
1.9x
8.9x
38.0%
4.6x
5.8x
(1) Total capital is funded debt plus shareholders’ equity, net of non-controlling interest.
(2) EBITDA and interest expense are comprised of EBITDA and interest expense for each of the 52 week periods then ended. EBITDA (operating income plus
depreciation and amortization of intangibles) and interest expense (interest expense on financial liabilities measured at amortized cost plus losses on cash
flow hedges reclassified from other comprehensive income) are non-GAAP financial measures. Non-GAAP financial measures do not have standardized
meanings prescribed by GAAP and therefore may not be comparable to similar measures presented by other reporting issuers.
As part of existing debt agreements, three financial covenants are monitored and communicated, as required by the terms of
credit agreements, on a quarterly basis by management to ensure compliance with the agreements. The covenants are: i) adjusted
total debt/EBITDA – calculated as net funded debt plus letters of credit, guarantees and commitments divided by EBITDA (as
defined by the credit agreements and for the previous 52 weeks); ii) lease adjusted debt/EBITDAR – calculated as adjusted total
debt plus eight times rent divided by EBITDAR (as defined by the credit agreements and for the previous 52 weeks); and iii) debt
service coverage ratio – calculated as EBITDA divided by interest expense plus repayments of long-term debt (as defined by the
credit agreements and for the previous 52 weeks). The Company was in compliance with these covenants during the year.
31. SUBSEQUENT EVENTS
Subsequent to the close of the fourth quarter, on May 12, 2015, an agreement for Sobeys to purchase certain assets and select
liabilities of Co-op Atlantic’s food and fuel business for $24.5 plus standard working capital adjustments and holdbacks was
approved by Co-op Atlantic’s member-owners. The agreement provides for the purchase of five full service grocery stores, five
fuel stations (two co-located with grocery stores), other real estate assets, and other assets and select liabilities. On June 12, 2015,
regulatory clearance was obtained from the Competition Bureau and the transaction closed effective June 21, 2015.
Subsequent to May 2, 2015, Sobeys made a successful bid to purchase a former Target Canada Co. warehouse in Rocky View,
Alberta for $50.0. The facility will be retro-fitted for automation and when renovations are complete, it will have the capacity to
efficiently distribute dry grocery to stores in Alberta, Saskatchewan and part of Manitoba.
131
Notes to the CoNsolidated FiNaNCial statemeNts2015 ANNUAL REPORT
Eleven-Year Financial Review
Years Ended(1)
2015
2014
2013
2012
Financial Results ($ in millions; except ROE)
Sales
Operating income(2)
Interest expense
Income taxes
Non-controlling interest
Adjusted net earnings from continuing operations(2)(3)
Net earnings
Return on equity
Financial Position ($ in millions)
Total assets
Long-term debt (excluding current portion)
Shareholders’ equity(4)
Per Share Data on a Fully Diluted Basis ($ per share)
Adjusted net earnings from continuing operations(3)
Net earnings
Dividends
Non-Voting Class A shares
Class B common shares
Book value
Share Price, Non-Voting Class A Shares ($ per share)
High
Low
Close
Diluted weighted average number of shares outstanding (in millions)
$ 23,928.8
743.6
156.3
150.4
17.9
518.9
419.0
8.9%
$ 20,957.8
328.5
133.2
36.3
8.0
391.4
235.4
8.6%
$ 17,343.9
573.2
55.4
136.4
9.1
390.7
379.5
10.0%
$ 16,249.1
534.3
59.9
122.3
12.7
322.7
339.4
10.6%
11,473.4
2,242.0
5,983.8
12,243.7
3,282.1
5,700.5
7,140.4
915.9
3,724.8
6,913.1
889.1
3,396.3
5.62
4.54
1.080
1.080
64.81
94.79
65.00
87.45
92.4
4.88
2.93
1.040
1.040
61.75
83.24
65.04
68.63
80.2
5.74
5.58
0.960
0.960
54.82
68.63
53.56
68.58
68.1
4.74
4.99
0.900
0.900
49.98
62.99
52.72
57.62
68.0
(1) Fiscal years end the first Saturday in May, consistent with the fiscal year-end of Sobeys Inc. Financial data for fiscal 2005 to 2010, with the exception of
the balances noted for financial position for fiscal 2010, were prepared using CGAAP and have not been restated to IFRS. Fiscal 2005 and 2011 were
53-week years.
(2) Certain balances have been reclassified for changes to comparative figures for fiscal 2011. See Note 32 to the Company’s fiscal 2012 audited annual
consolidated financial statements.
(3) Adjusted net earnings, net of non-controlling interest, exclude items which are considered not indicative of underlying business operating performance.
(4) Shareholders’ equity before non-controlling interest for fiscal 2010 to 2015.
132
Notes to the CoNsolidated FiNaNCial statemeNtsEMPIRE COMPANY LIMITED
Years Ended(1)
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
$ 15,956.8
525.7
75.4
122.0
9.0
303.2
400.6
13.5%
$ 15,516.2
479.7
72.5
99.1
5.6
284.5
301.9
10.7%
$ 15,015.1
466.2
80.6
115.4
8.3
261.7
264.7
10.5%
$ 14,065.0
472.6
105.8
125.9
12.8
242.8
315.8
14.0%
$ 13,366.7
431.1
60.1
116.9
55.4
200.1
205.8
10.0%
$ 13,063.6
491.4
83.8
153.1
67.1
202.0
296.8
16.2%
$ 12,435.2
463.7
86.7
131.2
63.6
182.9
186.6
11.4%
11,473.4
2,242.0
5,983.8
12,243.7
3,282.1
5,700.5
7,140.4
915.9
3,724.8
6,913.1
889.1
3,396.3
6,518.6
1,090.3
3,162.1
6,176.8
821.6
2,832.9
5,891.1
1,124.0
2,678.8
5,732.9
1,414.1
2,382.3
5,241.5
792.6
2,131.1
5,051.5
707.3
1,965.2
4,929.2
727.4
1,709.0
4.45
5.87
0.800
0.800
46.48
59.12
51.07
54.14
68.2
4.15
4.40
0.740
0.740
43.07
53.95
39.70
52.98
68.5
3.97
4.02
0.700
0.700
39.07
55.05
35.00
49.00
65.8
3.69
4.80
0.660
0.660
36.08
55.19
35.40
39.25
65.7
3.04
3.13
0.600
0.600
32.31
45.25
39.49
42.33
65.7
3.07
4.51
0.560
0.560
29.77
44.35
33.37
43.29
65.7
2.78
2.83
0.480
0.480
25.87
38.00
24.25
36.66
65.7
Financial Results ($ in millions; except ROE)
Sales
Operating income(2)
Interest expense
Income taxes
Non-controlling interest
Net earnings
Return on equity
Adjusted net earnings from continuing operations(2)(3)
Financial Position ($ in millions)
Total assets
Long-term debt (excluding current portion)
Shareholders’ equity(4)
Per Share Data on a Fully Diluted Basis ($ per share)
Adjusted net earnings from continuing operations(3)
Net earnings
Dividends
Non-Voting Class A shares
Class B common shares
Book value
High
Low
Close
Share Price, Non-Voting Class A Shares ($ per share)
$ 23,928.8
$ 20,957.8
$ 17,343.9
$ 16,249.1
743.6
156.3
150.4
17.9
518.9
419.0
8.9%
5.62
4.54
1.080
1.080
64.81
94.79
65.00
87.45
92.4
328.5
133.2
36.3
8.0
391.4
235.4
8.6%
4.88
2.93
1.040
1.040
61.75
83.24
65.04
68.63
80.2
573.2
55.4
136.4
9.1
390.7
379.5
10.0%
5.74
5.58
0.960
0.960
54.82
68.63
53.56
68.58
68.1
534.3
59.9
122.3
12.7
322.7
339.4
10.6%
4.74
4.99
0.900
0.900
49.98
62.99
52.72
57.62
68.0
Diluted weighted average number of shares outstanding (in millions)
(1) Fiscal years end the first Saturday in May, consistent with the fiscal year-end of Sobeys Inc. Financial data for fiscal 2005 to 2010, with the exception of
the balances noted for financial position for fiscal 2010, were prepared using CGAAP and have not been restated to IFRS. Fiscal 2005 and 2011 were
(2) Certain balances have been reclassified for changes to comparative figures for fiscal 2011. See Note 32 to the Company’s fiscal 2012 audited annual
53-week years.
consolidated financial statements.
(3) Adjusted net earnings, net of non-controlling interest, exclude items which are considered not indicative of underlying business operating performance.
(4) Shareholders’ equity before non-controlling interest for fiscal 2010 to 2015.
133
2015 ANNUAL REPORT
OPERATING INCOME MARGIN
Operating income divided by sales
PRIVATE LABEL
A brand of products that is marketed,
distributed and owned by the Company
RETURN ON EQUITY (“ROE”)
Net earnings for the year attributable to
owners of the parent divided by average
shareholders’ equity
SAME-STORE SALES
Sales from stores in the same location in
both reporting periods
TOTAL CAPITAL
Funded debt plus shareholders’ equity,
net of non-controlling interest
WEIGHTED AVERAGE NUMBER
OF SHARES
The number of Non-Voting Class A
shares plus Class B common shares
outstanding adjusted to take into
account the time the shares are
outstanding in the reporting period
Glossary
ADjUSTED EBITDA
EBITDA excluding items which are
considered not indicative of underlying
business operating performance
FUNDED DEBT
All interest bearing debt, which includes
bank loans, bankers’ acceptances and
long-term debt
ADjUSTED NET EARNINGS
Net earnings from continuing
operations, net of non-controlling
interest, excluding items which are
considered not indicative of underlying
business operating performance
GROSS MARGIN
Gross profit divided by sales
GROSS PROFIT
Sales less costs of sales
BOOK VALUE PER COMMON SHARE
Shareholders’ equity, net of non-
controlling interest, divided by total
common shares outstanding
CAGR
Compound Annual Growth Rate
CAPITAL EXPENDITURES
Payments made for the acquisition of
property, equipment and investment
property purchases
EBITDA
EBIT plus depreciation and amortization
of intangibles. Net earnings from
continuing operations, before
finance costs (net of finance income),
income taxes, and depreciation and
amortization of intangibles
EBITDA MARGIN
EBITDA divided by sales
FREE CASH FLOW
Cash flows from operating activities,
plus proceeds on disposal of property,
equipment and investment property,
less property, equipment and
investment property purchases
HEDGE
A financial instrument used to
manage foreign exchange, interest
rate, energy or other commodity risk
by making a transaction which offsets
the existing position
INTEREST EXPENSE
Interest expense on financial liabilities
measured at amortized cost plus losses
on cash flow hedges reclassified from
other comprehensive income
NET FUNDED DEBT TO NET
TOTAL CAPITAL
Net funded debt divided by net
total capital
NET FUNDED DEBT
Funded debt less cash and
cash equivalents
NET TOTAL CAPITAL
Total capital less cash and
cash equivalents
OPERATING INCOME
Also called earnings before interest
and taxes (“EBIT”). Calculated as net
earnings from continuing operations
before finance costs (net of finance
income) and income taxes
134
EMPIRE COMPANY LIMITED Shareholder and Investor Information
EMPIRE COMPANY LIMITED
115 King Street
Stellarton, Nova Scotia
B0K 1S0
Telephone: (902) 755-4440
Fax: (902) 755-6477
www.empireco.ca
INVESTOR RELATIONS AND INQUIRIES
Shareholders, analysts and investors should direct their
financial inquiries or requests to:
Ken Chernin
Director, Investor Relations
E-mail: investor.relations@empireco.ca
Communication regarding investor records including changes
of address or ownership, lost certificates or tax forms, should
be directed to the Company’s transfer agent and registrar,
CST Trust Company.
AFFILIATED COMPANY WEB ADDRESSES
www.sobeyscorporate.com
TRANSFER AGENT
CST Trust Company
Investor Correspondence
P.O. Box 700, Station B
Montreal, Québec
H3B 3K3
Telephone: 1 800 387-0825
E-mail: inquiries@canstockta.com
MULTIPLE MAILINGS
If you have more than one account, you may receive a separate
mailing for each. If this occurs, please contact CST Trust
Company at 1 800 387 0825 to eliminate the multiple mailings.
DIVIDEND RECORD AND PAYMENT DATES
FOR FISCAL 2016
Record Date
July 15, 2015
October 15, 2015*
January 15, 2016*
April 15, 2016*
Payment Date
July 31, 2015
October 30, 2015*
January 29, 2016*
April 29, 2016*
* Subject to approval by the Board of Directors
OUTSTANDING SHARES
As at June 24, 2015
Non-Voting Class A shares
Class B common shares, voting
59,620,737
32,712,693
STOCK EXCHANGE LISTING
The Toronto Stock Exchange
STOCK SYMBOLS
Non-Voting Class A Shares – EMP.A
AVERAGE DAILY TRADING VOLUME (TSX: EMP.A)
191,031
BANKERS
The Bank of Nova Scotia
Bank of Montreal
Bank of Tokyo-Mitsubishi UFJ (Canada)
Canadian Imperial Bank of Commerce
National Bank of Canada
Rabobank Nerderland
Royal Bank of Canada
The Toronto-Dominion Bank
Caisse Centrale Desjardins
SOLICITORS
Stewart McKelvey
Halifax, Nova Scotia
AUDITORS FOR FISCAL 2015
Grant Thornton, LLP
Halifax, Nova Scotia
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www.empireco.ca