DELHAIZE GROUP 6-K 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March, 2005
Commission File Number: 333-13302
ETABLISSEMENTS DELHAIZE FRÈRES
ET CIE LE LION (GROUPE DELHAIZE)
(Exact name of registrant as specified in its charter)*
DELHAIZE BROTHERS AND CO.
THE LION (DELHAIZE GROUP)
(Translation of registrants name into English)*
RUE OSSEGHEM 53
B-1080 BRUSSELS, BELGIUM
(Address of principal executive offices)
* The registrants charter (articles of association) specifies the registrants name in French, Dutch and English.
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Table of Contents
Net Earnings Grow by 23.5% in 2004
BRUSSELS, Belgium, March 10, 2005 - Delhaize Group (Euronext Brussels:DELB) (NYSE:DEG), the Belgian international food retailer, announced today its 2004 results. The Group also announced it has reached a binding agreement to acquire the Belgian supermarket chain Cash Fresh, reinforcing its Belgian position with 43 stores.
The 2004 results highlights are:
The fourth quarter 2004 results highlights, adjusted for a 53rd sales week in 2003 and at identical exchange rates are:
Delhaize Group realized an excellent performance in 2004, said Pierre-Olivier Beckers, President and Chief Executive Officer. We further reinforced our positions through store remodeling, store openings and targeted fill-in acquisitions. Strong sales momentum in our key markets and good margin management enabled us to increase profits significantly and exceed our expectations. At identical exchange rates on a comparable calendar, earnings before goodwill and exceptionals increased in 2004 by 20.5%. This was significantly better than our expectations at the beginning of the year and above the target we discussed when we reported the third quarter results.
Mr. Beckers continued: In 2005, Delhaize Group will remain dedicated to reinforcing its operations by further increasing the differentiation of its store concepts and focusing on executional excellence. We are also pleased with the acquisition of Cash Fresh in Belgium. Cash Fresh represents an excellent geographic fit with our Belgian business and reinforces our position in our historic home market.
Cash Fresh is a profitable chain of 43 supermarkets mainly in northeastern Belgium and posted EUR 209 million in sales in fiscal year 2004. The acquisition will bring Delhaize Belgiums store count to 820 in Belgium, the Grand-Duchy of Luxembourg and Germany at the end of 2005. Delhaize Group is acquiring Cash Fresh for a cash amount of EUR 113 million, subject to contractual adjustments, with an assumption of debt to be determined at closing. Delhaize estimates enterprise value will represent between 5.5 and 6 times 2004 operating cash flow (EBITDA). The transaction is expected to be earnings accretive from 2005. An additional EUR 51 million will be paid to acquire real estate assets of Cash Fresh.
FULL YEAR 2004 EARNINGS
In 2004, Delhaize Group posted organic sales growth of 2.8% compared to 2.4% in 2003 due to:
Total sales decreased by 4.5% to EUR 18.0 billion due to the weakening of the U.S. dollar by 9.1% and 52 sales weeks in the U.S. in 2004 versus 53 weeks in 2003. Adjusted for both items, sales would have grown by 3.9%.
Delhaize Group ended 2004 with a sales network of 2,565 stores, compared to 2,559 stores the previous year after taking into consideration the acquisition of Victory Super Markets, the closing of 34 Kash n Karry stores and the divestiture of the Thai operations.
In 2003-2004, changes in the store network were:
The gross margin increased to 25.9% of sales (25.6% in 2003) in spite of investments in price competitiveness to strengthen the commercial positioning of the key banners of the Group. The gross margin increase is primarily due to lower inventory shrink at Food Lion and continued focus on optimizing margin. In 2004, Food Lion and Kash n Karry successfully completed the implementation of a new inventory and margin management system.
Operating expenses (excluding depreciation and amortization) were kept under control and amounted to 18.1% of sales due to continued focus on cost initiatives throughout the Group.
The operating margin of Delhaize Group rose from 4.3% to 4.6% of sales, the highest margin in the last ten years. Delhaize Group posted an operating profit of EUR 819.7 million, an increase of 1.3% compared to prior year. Adjusted for the 53rd week in the U.S. in 2003 and for exchange rates fluctuations, operating profit would have increased by 15.2% in 2004, reflecting the strong sales momentum and the continued focus on cost and expense initiatives.
Financial expense declined to EUR 330.3 million mainly due to the weaker U.S. dollar and an interest income on a U.S. tax refund (EUR 4.5 million), partially offset by expenses linked to the retirement of Delhaize America debt (EUR 3.6 million) and to lease accounting in the U.S. (EUR 3.8 million).
The effective tax rate declined to 39.5% mainly due to the utilization of tax losses by Alfa-Beta, a reduction of the Greek statutory tax rate and a U.S. tax benefit recorded on exercised stock options.
Exceptional expense amounted to EUR 118.3 million compared to EUR 142.0 million in 2003. Delhaize Group recorded exceptional charges for the closure of 34 Kash n Karry stores, the write-off relating to the Kash n Karry trade name, losses resulting from hurricanes and tropical storms affecting Kash n Karry, Food Lion and Harveys, asset impairments at Delvita and the divestiture of the Thai operations.
Net earnings increased by 23.5% to EUR 211.5 million, due to higher margins and lower exceptional expenses, and in spite of the weakening of the U.S. dollar by 9.1%. Per share, net earnings were EUR 2.28 in 2004 compared to EUR 1.86 in 2003. At identical exchange rates and adjusted for the 53rd week in the U.S. in 2003, net earnings would have increased by 52.6%.
In 2004, earnings before goodwill and exceptionals increased by 6.0% to EUR 409.7 million. Per share, earnings before goodwill and exceptionals were EUR 4.42 (EUR 4.20 in 2003). Adjusted for exchange rate fluctuations and the 53rd week in the U.S. in 2003, earnings before goodwill and exceptionals would have increased by 20.5%.
The Board of Directors of Delhaize Group will propose at the Ordinary General Meeting of May 26, 2005, the payment of a net dividend of EUR 0.84 per share, after deduction of 25% Belgian withholding tax. This is an increase of 12% versus prior year. The proposed gross dividend is EUR 1.12.
FOURTH QUARTER 2004 EARNINGS
In the fourth quarter of 2004, the organic sales growth of Delhaize Group was 1.9%, supported by comparable stores sales of 0.3% in the U.S. and 1.7% in Belgium. Total sales decreased by 8.9%, impacted by the weakening of the U.S. dollar by 8.4% and one additional week of sales in the U.S. in 2003. Adjusted for those two items, sales would have grown by 2.6% in the fourth quarter of 2004.
In 2003, the operating margin was positively influenced by an additional week of sales in the U.S. Adjusted for this extra week, the operating margin amounted to 4.0% in the fourth quarter of 2003 compared to 4.3% in the fourth quarter of 2004. The increase in operating margin was the result of a higher gross margin for the U.S. businesses due to better shrink management and other opportunities for margin optimization. Operating expenses increased slightly as a percent of sales because of higher fuel costs, the costs associated with the launch of Sweetbay Supermarket and the Victory acquisition in the U.S. and the favorable effect on 2003 expenses of the additional sales week.
Delhaize Group posted an operating profit of EUR 190.6 million, 11.4% lower than the previous year. At identical exchange rates and adjusted for the 53rd sales week in the U.S. in 2003, operating profit would have increased by 11.9%.
In the fourth quarter of 2004, Delhaize Group retired USD 52.4 million of principal of Delhaize America debt through open market repurchases and early redemptions, resulting in a EUR 3.6 million (USD 4.5 million) charge to financial expense. The debt retirements will reduce interest expense by approximately USD 4.2 million in 2005.
Delhaize Group recorded one-time, non-cash expenses of EUR 5.1 million (USD 6.4 million) related to its accounting for certain leases. This is a cumulative adjustment reflecting the reclassification of certain leases as capital leases, the adjustment of estimated depreciable lives of certain leasehold improvements, and the adjustment of other leases to lengthen the recognition of the minimum lease term for straight-lining rent expense. These adjustments are immaterial individually and in the aggregate with respect to current year and prior years results.
Net earnings increased to EUR 66.4 million (EUR 62.2 million in 2003). Per share, net earnings were EUR 0.71 in the fourth quarter of 2004, an increase by 5.6% compared to the fourth quarter of 2003. At identical exchange rates and adjusted for the extra sales week in 2003, net earnings would have increased by 53.7%.
In the fourth quarter of 2004, earnings before goodwill and exceptionals decreased by 4.0% to EUR 95.8 million. Per share, earnings before goodwill and exceptionals were EUR 1.03. At identical exchange rates, and adjusted for the extra sales week in 2003, earnings before goodwill and exceptionals would have grown by 21.2%.
FULL YEAR 2004 CASH FLOW ANALYSIS AND BALANCE SHEET
In 2004, Delhaize Group generated strong free cash flow of EUR 278.0 million (after dividend payment). Capital expenditures increased to EUR 490.0 million compared to EUR 448.3 million in 2003.
Delhaize Groups net debt amounted to EUR 2.6 billion at the end of 2004, a decrease of EUR 418.9 million compared to EUR 3.0 billion at the end of 2003 due to higher cash balances and the weakening of the U.S. dollar. At identical exchange rates, net debt would have decreased by EUR 250.8 million. The net debt to equity ratio was reduced to 76.5% at the end of 2004 compared to 89.8% at the end of 2003.
ACQUISITION OF CASH FRESH
Delhaize Group has entered into a binding agreement to acquire Cash Fresh, a profitable chain of 43 supermarkets mainly in northeastern Belgium (Kempen, Limburg and Antwerp). In fiscal year 2004, Cash Fresh posted EUR 209 million in sales. The acquisition will reinforce Delhaizes position as the second largest Belgian food retailer by adding a market share of approximately 1.3% (source: AC Nielsen, ACV report). The acquisition will bring Delhaize Belgiums store count to 820 in Belgium, the Grand-Duchy of Luxembourg and Germany at the end of 2005.
Arthur Goethals, Executive Vice President and Chief Executive Officer of Delhaize Belgium, commented: We are particularly pleased with the acquisition of Cash Fresh because of the strong geographical and strategic fit with our existing Belgian operations. Cash Fresh significantly reinforces the presence of Delhaize in northeastern Belgium. Additionally, Cash Freshs strategic positioning is very adaptable to ours, with a strong focus on quality, fresh products and proximity.
We are very happy that Cash Fresh will join Delhaize Group, said Hugo Voeten, Chairman of Cash Fresh. The success of Cash Fresh is the result of the commitment of our associates and our focus to provide our customers with the highest quality, value and service. We strongly believe that Delhaize shares these values and culture and is best suited to take our company to the next level of growth and success for our associates and customers.
Cash Fresh is acquired for a cash amount of EUR 113 million, subject to contractual adjustments, with an assumption of debt to be determined at closing. Estimated enterprise value is between 5.5 and 6 times its operating cash flow (EBITDA). Because of the high profitability of Cash Fresh, the transaction is expected to be earnings accretive from 2005. An additional EUR 51 million will be paid to acquire real estate assets. The acquisition is subject to approval by the Belgian antitrust authorities and is expected to close within three months.
Cash Fresh customers can expect to receive the same service from the people they know and rely on to provide them with the quality and variety of products to which they are accustomed. The stores will be gradually converted to Delhaize banners.
Sales continued to be strong at Hannaford during 2004, and sales at Food Lion and Kash n Karry improved compared to 2003 due to successful sales initiatives and focused store remodeling. Food Lions store remodeling program included a full market renewal in Charlotte, North Carolina. In Florida, the first six Sweetbay Supermarket stores were opened in the fourth quarter of 2004. Sales of Harveys were supported by the conversion of 13 Food Lion stores to the Harveys brand.
Delhaize Group finished 2004 with 1,523 supermarkets in the U.S. During 2004, Delhaize Group opened or acquired 53 new stores in the U.S., including five relocated stores, resulting in an increase of eight stores, net of 40 store closings (including 34 Kash n Karry stores closed in the first quarter). In addition, Delhaize Group remodeled 79 U.S. supermarkets and converted 13 Food Lion stores to Harveys.
The operating margin of the U.S. operations increased from 4.7% to 5.0% of sales. Slightly higher operating expenses (+31 bps to 19.1%) were compensated by a significant gross margin improvement (+63 bps to 27.9%) primarily due to lower inventory shrink at Food Lion and continued focus on optimizing margin. In 2004, Food Lion and Kash n Karry improved their margin analysis, shrink control and inventory management due to the implementation of a new inventory and margin management system.
Operating profit of the U.S. business of Delhaize Group increased by 8.8% to USD 799.0 million due to sales growth and better margins. Adjusted for the positive impact of the 53rd sales week on 2003 results (USD 42.8 million) operating profit would have grown 15.6%.
During the fourth quarter of 2004, the operating margin of the U.S. business of Delhaize Group decreased 10 basis points to 4.8% due to the extra sales week in 2003. Adjusted for this extra sales week, the operating margin would have grown from 4.3% to 4.8% due to a higher gross margin, while operating profit would have grown by 15.6%.
In 2004, net earnings of the U.S. operations of Delhaize Group increased by 49.4% to USD 139.1 million due to the sales growth, higher margins and despite exceptional pre-tax expenses for a total of USD 140.0 million primarily related to the restructuring of Kash n Karry and various hurricanes and tropical storms in the southeastern U.S.
In 2005, Delhaize Group expects to open 50 new supermarkets in the U.S., including 11 relocated stores, and plans to close 17 stores, resulting in a net increase of 22 stores. This will result in 1,545 stores at the end of 2005.
Approximately 181 U.S. stores will be remodeled or expanded in 2005. The successful market renewal programs in Raleigh and Charlotte have led Food Lion to identify two new markets, Greensboro, North Carolina, and Baltimore, Maryland, for focused remodeling in 2005. In 2005, all Kash n Karry operations in the markets of Naples/Ft.Myers and Sarasota/Bradenton will be relaunched under the Sweetbay Supermarket brand.
In addition to the remodeling of 181 stores, 12 Food Lion stores will be converted to Harveys stores in 2005, bringing the expected number of Harveys stores at the end of 2005 to 68. These conversions will enhance Delhaize Groups presence in Harveys primary market area by tapping into the strength of the local Harveys brand.
In the fourth quarter of 2004, Delhaize Group completed the acquisition of 19 Victory supermarkets. During 2005, all Victory stores will be converted to the Hannaford banner, bringing the total expected Hannaford stores to 146 at the end of 2005.
The operating margin of Delhaize Belgium remained stable in 2004 at 4.8%. A lower gross margin (-48 bps to 21.9%) due to continued investments in price competitiveness and high shrink in the fourth quarter was offset by lower operating expenses as a percentage of sales (-40 bps to 15.7% of sales) due to the good sales momentum and disciplined cost management. Operating profit increased by 4.8% to EUR 185.9 million while net earnings grew by 8.4% to EUR 142.3 million.
During the fourth quarter of 2004, the operating margin of Delhaize Belgium declined to 4.3% due to higher labor and energy expenses and high shrink. As a consequence, operating profit declined by 10.9% to EUR 44.0 million.
In 2005, the sales network of Delhaize Belgium is expected to be enlarged by 73 stores, including 43 Cash Fresh stores, bringing the total to 820 stores at the end of 2005. Delhaize Belgium plans to remodel 18 stores in 2005. In addition, Delhaize Belgium will continue the construction of a new distribution center for fresh products in Zellik.
Operating profit of the Southern and Central European operations of Delhaize Group increased by 17.5% to EUR 17.8 million. In 2004, the net loss of the Southern and Central European operations of Delhaize Group amounted to EUR -1.1 million, significantly better than previous year due to a higher operating profit and a reduction in taxes at Alfa-Beta because of the lower Greek statutory tax rate and the utilization of tax losses by Alfa-Beta after its merger with Trofo.
In 2005, the sales network of the Southern and Central European operations will be extended by 16 stores to a total of 258 stores, taking into account the planned sale of the 11 Delvita stores in Slovakia announced in February 2005.
2005 FINANCIAL OUTLOOK
Earnings per Share
Cash Flow Statement
Free Cash Flow Reconciliation
Identical Exchange Rates Reconciliation (unaudited)
Organic Sales Growth Reconciliation (1)
Adjusted EBITDA Reconciliation
REPORT OF THE STATUTORY AUDITOR
The statutory auditor Deloitte & Touche Reviseurs dEntreprises SCC, represented by Mr. James Fulton, issued, on March 9, 2005, an unqualified opinion on the annual consolidated accounts of Delhaize Group for the year ended December 31, 2004. The annual financial information included in the press release is in accordance with the annual accounts approved by the Board of Directors on March 9, 2005.
TRANSITION TO IFRS
From the first quarter of 2005 on, Delhaize Group will report its financial results under the International Financial Reporting Standards (IFRS) in compliance with the European Union Directive of May 27, 2002. The Company decided to adopt IFRS effective January 1, 2003 and to publish two comparative years (2003 and 2004). Delhaize Group believes that it is appropriately poised for an efficient, accurate and timely transition to IFRS.
Adjusted EBITDA and earnings before goodwill and exceptionals are presented as additional analytical information. We do not represent adjusted EBITDA and earnings before goodwill and exceptionals as alternative measures to net earnings, which is determined in accordance with Belgian GAAP. Adjusted EBITDA and earnings before goodwill and exceptionals as reported by Delhaize Group might differ from similarly titled measures by other companies.
Conference Call and Webcast
The Delhaize Group management will comment on the financial year 2004 results during a conference call starting March 10, 2005 at 03.00 p.m. CET / 09:00 a.m. EST. The conference call can be attended by calling + 44 7162 0180 (U.K.) or + 1 334 323 6203 (U.S.), with Delhaize as password. The meeting will also be broadcast live over the internet at http://www.delhaizegroup.com. An on-demand replay of the web cast will be available after the conference call at http://www.delhaizegroup.com.
Delhaize Group is a Belgian food retailer present in eight countries on three continents. At the end of 2004, Delhaize Groups sales network consisted of 2,565 stores. In 2004, Delhaize Group posted EUR 18.0 billion (USD 22.4 billion) in sales and EUR 211.5 million (USD 263.0 million) in net earnings. At the end of 2004, Delhaize Group employed approximately 138,000 people. Delhaize Group is listed on Euronext Brussels (DELB) and the New York Stock Exchange (DEG).
This press release is available in English, French and Dutch. You can also find it on the web site http://www.delhaizegroup.com. Questions can be sent to email@example.com.
Some of the statements in this press release and other written and oral statements made from time to time by Delhaize Group and its representatives are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of Securities Exchange Act of 1934, as amended, and involve a number of risks and uncertainties. These statements include, but are not limited to, statements about strategic options, future strategies and the anticipated benefits of these strategies. These forward-looking statements generally can be identified as statements that include phrases such as believe, expect, anticipate, intend, plan, foresee, likely, will, should or other similar words or phrases. Although such statements are based on current information, actual outcomes and results may differ materially from those projected depending upon a variety of factors, including, but not limited to, changes in the general economy or the markets of Delhaize Group, in consumer spending, in inflation or currency exchange rates or in legislation or regulation; competitive factors; adverse determination with respect to claims; inability to timely develop or remodel stores; and supply or quality control problems with vendors. Additional risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements are described in Delhaize Groups Annual Report on Form 20-F for the year ended December 31, 2003 and other periodic filings made by Delhaize Group and Delhaize America with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. Delhaize Group and Delhaize America disclaim any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.
DELHAIZE AMERICA, INC.
Unaudited Condensed Consolidated Financial Statements*
for the Fourth Quarter and Fiscal Year Ended January 1, 2005
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the 13 weeks and 14 Weeks ended January 1 2005 and January 3, 2004
For the 52 weeks and 53 Weeks ended January 1 2005 and January 3, 2004
(Dollars in thousands)
Cost of goods sold includes an initial $87.3 million (0.57% of sales) charge in the 53 weeks ended January 3, 2004 related to the conversion in inventory accounting from the retail method to average item cost method at the Food Lion and Kash n Karry banners.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.