TORONTO, April 30 /CNW/ - Shoppers Drug Mart Corporation (TSX: SC) today announced its financial results for the first quarter ended March 24, 2007.
First Quarter Results (12 Weeks)
First quarter sales increased 10.0% to $1.839 billion, with strong sales growth experienced in all regions of the country. On a same-store basis, sales increased 6.4% during the quarter.
Prescription sales increased 10.3% in the first quarter to $894 million, accounting for 48.6% of the Company's sales mix compared to 48.5% in the same period last year. On a same-store basis, prescription sales increased 7.0%, with increased generic prescription utilization continuing to temper the inflationary impact on prescription sales growth.
Front store sales increased 9.8% in the first quarter to $945 million, with the Company continuing to experience sales gains in all categories. On a same-store basis, front store sales increased 5.8%.
Solid top line growth, an enhanced sales mix and an ongoing commitment to cost reduction, productivity and efficiency, partially offset by higher operating costs and increased amortization in new and relocated stores, resulted in growth in operating income and net earnings. First quarter net earnings increased 18.7% to $85 million or 39 cents per share (diluted) from $72 million or 33 cents per share (diluted) a year ago. Net earnings growth was also aided by a modest reduction in interest expense versus the comparative prior year period.
Commenting on the quarter, Jurgen Schreiber, President and CEO stated, "We are pleased with our first quarter results, which saw us build upon the momentum we had coming out of last year. Thanks in large part to the efforts of our Associate-owners and their teams, fiscal 2007 is off to a good start and we are in position to deliver another year of strong growth in sales and profitability."
Store Network Development
During the first quarter, 13 drug stores were opened or acquired, seven of which were relocations, and two drug stores were closed. The Company also added one home health care store to its network during the quarter. At quarter-end, there were 1,050 stores in the system, comprised of 991 drug stores and 59 Shoppers Home Health Care stores.
Dividend
The Company also announced today that its Board of Directors has declared a dividend of 16 cents per common share, payable July 13, 2007 to shareholders of record as of the close of business on June 29, 2007.
Other Information
The Company will hold an analyst call at 3:00 p.m. (Eastern Daylight Time) today to discuss its first quarter results. The call may be accessed by dialing 416-641-6114 from within the Toronto area, or 1-866-696-5895 outside of Toronto. The call will also be simulcast on the Company's website for all interested parties. The webcast can be accessed via the Investor Relations section of the Shoppers Drug Mart website at www.shoppersdrugmart.ca. The conference call will be archived in the Investor Relations section of the Shoppers Drug Mart website until the Company's next analyst call. A playback of the call will also be available by telephone until 11:59 p.m. (Eastern Daylight Time) on May 14, 2007. The call playback can be accessed after 5:00 p.m. (Eastern Daylight Time) on Monday, April 30, 2007 by dialing 416-695-5800 from within the Toronto area, or 1-800-408-3053 outside of Toronto. The seven-digit passcode number is 3218433.
Shoppers Drug Mart Corporation is one of the most recognized and trusted names in Canadian retailing. The Company is the licensor of full-service retail drug stores operating under the name Shoppers Drug Mart (Pharmaprix in Quebec). With 1,000 Shoppers Drug Mart and Pharmaprix stores operating in prime locations in each province and two territories, the Company is one of the most convenient retailers in Canada. The Company also owns and operates 59 Shoppers Home Health Care stores, making it the largest Canadian retailer of home health care products and services. In addition to its retail store network, the Company also owns MediSystem Technologies Inc., a provider of pharmaceutical products and services to long-term care facilities in Ontario and Alberta.
This news release, including the Management's Discussion and Analysis, contains forward-looking statements regarding, among other things, the Company's beliefs, plans, objectives, estimates, intentions and expectations, including as they relate to its operating and financial results, capital expenditures, dividend policy and the ability to execute on its operating, investing and financing strategies. These forward-looking statements are based on certain assumptions by management, certain of which are set out in this news release. Inherent in these forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict. Actual results or developments may differ materially from those contemplated by these statements depending on, among others, such factors as changes in the regulatory environment as it relates to the sale of prescription drugs, competition from other retailers, exposure to interest rate fluctuations, foreign currency risks, certain property and casualty risks, the ability to attract and retain pharmacists, risks in connection with third party service providers, the availability of suitable store locations, seasonality risks, changes in federal and provincial laws, rules and regulations relating to the Company's business and environmental matters, changes in tax regulations and accounting pronouncements, the success of the Company's Associate-owned stores, supplier and brand reputations and the accuracy of management's assumptions. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors and others should carefully consider these and other factors and not place undue reliance on these forward-looking statements. Further information regarding these and other factors is included in the Company's public filings with provincial securities regulatory authorities including, without limitation, the section entitled "Risks and Risk Management" in the Company's Management's Discussion and Analysis for the 52 week period ended December 30, 2006 and the section entitled "Risk Factors" in the Company's Annual Information Form for the same period. The forward-looking statements contained in this news release represent the Company's views only as of the date of this release. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company does not undertake to update any forward-looking statements.
Additional information about the Company, including the Annual Information Form, can be found at www.sedar.com.
SHOPPERS DRUG MART CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
As at April 23, 2007
The following is a discussion of the consolidated financial condition and results of operations of Shoppers Drug Mart Corporation (the "Company") for the periods indicated and of certain factors that the Company believes may affect its prospective financial condition, cash flows and results of operations. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements of the Company and the notes thereto for the 12 week period ended March 24, 2007. The Company's unaudited interim period financial statements and the notes thereto have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") and are reported in Canadian dollars. These financial statements do not contain all disclosures required by Canadian GAAP for annual financial statements and, accordingly, should be read in conjunction with the most recently prepared annual consolidated financial statements for the 52 week period ended December 30, 2006.
FORWARD-LOOKING STATEMENTS
This discussion of the consolidated financial condition and results of operations of the Company contains forward-looking statements regarding, among other things, the Company's beliefs, plans, objectives, strategies, estimates, intentions and expectations, including as they relate to its operating and financial results, capital expenditures, dividend policy and the ability to execute on its operating, investing and financing strategies. These forward-looking statements are based on certain assumptions by management, certain of which are set out herein. Inherent in these forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict. Actual results or developments may differ materially from those contemplated by these statements depending on, among others, such factors as changes in the regulatory environment as it relates to the sale of prescription drugs, competition from other retailers, exposure to interest rate fluctuations, foreign currency risks, certain property and casualty risks, the ability to attract and retain pharmacists, risks in connection with third party service providers, the availability of suitable store locations, seasonality risks, changes in federal and provincial laws, rules and regulations relating to the Company's business and environmental matters, changes in tax regulations and accounting pronouncements, the success of the Company's Associate-owned stores, supplier and brand reputations and the accuracy of management's assumptions. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors and others should carefully consider these and other factors and not place undue reliance on these forward-looking statements. Further information regarding these and other factors is included in the Company's public filings with provincial securities regulatory authorities including, without limitation, the section entitled "Risks and Risk Management" in the Company's Management's Discussion and Analysis for the 52 week period ended December 30, 2006 and the section entitled "Risk Factors" in the Company's Annual Information Form for the same period. The forward-looking statements contained in this discussion of the consolidated financial condition and results of operations of the Company represent the Company's views only as of the date hereof. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company does not undertake to update any forward-looking statements.
Additional information about the Company, including the Annual Information Form, can be found at www.sedar.com.
OVERVIEW
The Company is the licensor of full-service retail drug stores operating under the name Shoppers Drug Mart(R) (Pharmaprix(R) in Quebec). As at March 24, 2007, there were 991 Shoppers Drug Mart/Pharmaprix retail drug stores owned and operated by the Company's licensees ("Associates"). An Associate is a pharmacist-owner of a corporation that is licensed to operate a retail drug store at a specific location using the Company's trademarks. The Company's licensed stores are located in prime locations in each province and two territories, making Shoppers Drug Mart/Pharmaprix stores among the most convenient retail outlets in Canada.
The Company has successfully leveraged its leadership position in pharmacy and its convenient store locations to capture a significant share of the market in front store merchandise. Front store merchandise categories include over-the-counter medications, health and beauty aids, cosmetics and fragrances (including prestige brands), everyday household needs and seasonal products. The Company also offers a broad range of high quality private label products marketed under the Life Brand(R) and Quo(R) trademarks, and value-added services such as the HealthWatch(R) program, which offers patient counselling on medications and disease management, and the Shoppers Optimum(TM) program, one of the largest retail loyalty card programs in Canada. In fiscal 2006, the Company recorded consolidated sales of approximately $7.8 billion.
Under the licensing arrangement with Associates, the Company provides the capital and financial support to enable Associates to operate Shoppers Drug Mart(R) and Pharmaprix(R) stores without any initial investment. The Company also provides a package of services to facilitate the growth and profitability of each Associate's business. These services include the use of trademarks, operational support, marketing and advertising, purchasing and distribution, information technology and accounting. In return for being provided these and other services, Associates pay fees to the Company. Fixtures, leasehold improvements and equipment are purchased by the Company and leased to Associates over periods ranging from two to ten years, with title retained by the Company. The Company also provides its Associates with assistance in meeting their working capital and long-term financing requirements through the provision of loans and loan guarantees. In addition, the Company also provides a standby letter of credit to an independent trust (the "Trust") which provides additional financing to Associates to facilitate their purchase of inventory and to fund their working capital requirements. (See notes 1 and 6 to the accompanying unaudited consolidated financial statements of the Company.)
Under the licensing arrangement, the Company receives a substantial share of Associate store profits. The Company's share of Associate store profits is reflective of its investment in, and commitment to, the operations of the Associates' stores.
The Company operates in Quebec under the Pharmaprix(R) trade name. Under Quebec law, profits generated from the prescription area or dispensary may only be earned by a pharmacist or a corporation controlled by a pharmacist. As a result of these restrictions, the licence agreement used for Quebec Associates differs from the Associate agreement used in other provinces. Pharmaprix(R) stores and their Associates benefit from the same infrastructure and support provided to all other Shoppers Drug Mart(R) stores and Associates.
The Company has determined that the individual Associate-owned stores that comprise its store network are deemed to be variable interest entities and that the Company is the primary beneficiary in accordance with Accounting Guideline 15, "Consolidation of Variable Interest Entities" ("AcG-15"). As such, the Associate-owned stores are subject to consolidation by the Company. However, as the Associate-owned stores remain separate legal entities from the Company, consolidation of these stores has no impact on the underlying risks facing the Company. (See note 1 to the accompanying unaudited consolidated financial statements of the Company.)
The Company also owns and operates 59 Shoppers Home Health Care(R) stores. These retail stores are engaged in the sale and services of assisted-living devices, medical equipment, home-care products and durable mobility equipment to institutional and retail customers.
In addition to its retail store network, the Company also owns MediSystem Technologies Inc., a provider of pharmaceutical products and services to long-term care facilities in Ontario and Alberta.
OVERALL FINANCIAL PERFORMANCE
Key Operating, Investing and Financial Metrics
The following provides an overview of the Company's operating performance for the 12 week period ended March 24, 2007 compared to the 12 week period ended March 25, 2006, as well as certain other metrics with respect to investing activities for the 12 week period ended March 24, 2007 and financial position as at that same date.
- Sales of $1.839 billion, an increase of 10.0%.
- Total comparable store sales growth of 6.4%.
- Comparable store prescription sales growth of 7.0%.
- Comparable store front store sales growth of 5.8%.
- EBITDA(1) of $177 million, an increase of 17.3%.
- EBITDA margin(2) of 9.60%, an increase of 60 basis points.
- Net earnings of $85 million, an increase of 18.7%.
- Earnings per share (diluted) of $0.39 versus $0.33 in the prior
year.
- Capital expenditures of $44 million compared to $40 million in the
prior year.
- Opened or acquired 13 new drug stores, seven of which were
relocations, and added one home health care store.
- Net debt to total capitalization ratio of 0.25:1 at March 24, 2007
compared to 0.29:1 a year ago.
(1) Earnings before interest, taxes, depreciation and amortization.
(See reconciliation to the most directly comparable GAAP measure
under "Results of Operations" in this Management's Discussion and
Analysis.)
(2) EBITDA divided by sales.
Results of Operations
The following table presents a summary of certain selected consolidated
financial information for the Company for the periods indicated.
12 Weeks Ended
--------------------------
March 24, March 25,
($000's, except per share data) 2007 2006
-------------------------------------------------------------------------
(unaudited) (unaudited)
Sales $ 1,838,795 $ 1,671,119
Cost of goods sold and other operating expenses 1,662,285 1,520,662
--------------------------
EBITDA(1) 176,510 150,457
Amortization 37,235 30,913
--------------------------
Operating income 139,275 119,544
Interest expense 11,374 11,880
--------------------------
Earnings before income taxes 127,901 107,664
Income taxes 42,770 35,960
--------------------------
Net earnings $ 85,131 $ 71,704
--------------------------
--------------------------
Per common share
- Basic net earnings $ 0.40 $ 0.34
- Diluted net earnings $ 0.39 $ 0.33
(1) Earnings before interest, taxes, depreciation and amortization.
Sales
Sales represent the combination of sales of the retail drug stores owned by the Associates and sales of the Company-owned home health care business and MediSystem Technologies Inc.
Sales in the first quarter were $1.839 billion compared to $1.671 billion in the same period last year, an increase of $168 million or 10.0%, with strong sales growth experienced in all regions of the country. The Company's capital investment program, which has resulted in a 10.7% increase in selling square footage versus a year ago, combined with new product offerings and innovative marketing tactics, continue to have a positive impact on sales growth. On a same-store basis, sales increased 6.4% during the first quarter of 2007.
Prescription sales were $894 million in the first quarter compared to $810 million in the first quarter of 2006, an increase of $84 million or 10.3%. In addition to new real estate, the acquisition of MediSystem Technologies Inc. in the third quarter of 2006 contributed to pharmacy sales growth. On a same-store basis, prescription sales increased 7.0% during the first quarter of 2007, with increased generic prescription utilization continuing to temper the inflationary impact on prescription sales growth. Prescription sales represented 48.6% of the Company's sales mix during the first quarter of 2007 compared to 48.5% in the same period last year.
Front store sales were $945 million in the first quarter compared to $861 million in the first quarter of 2006, an increase of $84 million or 9.8%, with the Company continuing to experience sales gains in all categories. On a same-store basis, front store sales increased 5.8% during the first quarter of 2007.
Cost of Goods Sold and Other Operating Expenses
Cost of goods sold is comprised of the cost of goods sold at the retail drug stores owned by the Associates and the cost of goods sold at the Company-owned home health care business and MediSystem Technologies Inc. Other operating expenses include corporate selling, general and administrative expenses, operating expenses at the retail drug stores owned by the Associates, including Associates' earnings, and operating expenses at the Company-owned home health care business and MediSystem Technologies Inc.
Total cost of goods sold and other operating expenses were $1.662 billion in the first quarter compared to $1.521 billion in the same period last year, an increase of $141 million or 9.3%. Expressed as a percentage of sales, cost of goods sold declined by 55 basis points in the first quarter of 2007 versus the comparative prior year period, reflecting improvements in cost of goods and a better sales mix and margin rate. Despite the stepped-up pace of the Company's store network expansion program, an ongoing commitment to cost reduction and productivity allowed the Company to leverage additional efficiencies from a higher sales base and reduce other operating expenses, expressed as a percentage of sales, by five basis points in the first quarter of 2007 versus the comparative prior year period.
Amortization
Amortization of capital assets and other intangible assets was $37 million in the first quarter compared to $31 million in the same period last year, an increase of $6 million or 20.5%. Expressed as a percentage of sales, amortization increased 18 basis points in the first quarter of 2007 versus the comparative prior year period, reflecting the continued growth of the Company's capital investment program.
Operating Income
Operating income was $139 million in the first quarter of 2007 compared to $120 million in the same period last year, an increase of $19 million or 16.5%. As described above, sales growth, an enhanced sales mix and an ongoing commitment to cost reduction, productivity and efficiency, partially offset by increased amortization in new and relocated stores, resulted in a higher operating margin (operating income divided by sales). In 2007, first quarter operating margin improved by 42 basis points to 7.57% compared to 7.15% in the first quarter of last year. The Company's EBITDA margin (EBITDA divided by sales) was 9.60% in the first quarter of 2007, a 60 basis point improvement over the EBITDA margin of 9.00% posted in the first quarter of last year.
Interest Expense
Interest expense is comprised of interest expense arising from borrowings at the Associate-owned stores and from debt obligations of the Company.
Interest expense was $11 million in the first quarter of 2007, a decrease of 4.3% when compared to the same period last year. This decrease is primarily attributable to lower amortization of deferred financing costs, as a market-driven increase in short-term interest rates mitigated much of the benefit derived from a reduction in the amount of consolidated net debt outstanding. (See note 3 to the accompanying unaudited consolidated financial statements of the Company.)
Income Taxes
The Company's effective income tax rate in the first quarter of 2007 was 33.4%, unchanged from the rate in the first quarter of last year.
Net Earnings
First quarter net earnings were $85 million compared to $72 million in the same period last year, an increase of $13 million or 18.7%. On a diluted basis, earnings per share were $0.39 in the first quarter of 2007 compared to $0.33 in the same period last year.
Financial Position
The following table provides a summary of certain information with respect to the Company's financial position at the end of the periods indicated.
March 24, December 30,
($000's) 2007 2006
-------------------------------------------------------------------------
Cash $ (39,778) $ (62,865)
Bank indebtedness 202,854 134,487
Commercial paper 485,194 503,550
Long-term debt 298,599 300,000
--------------------------
Net debt 946,869 875,172
Shareholders' equity 2,779,715 2,723,954
--------------------------
Total capitalization $ 3,726,584 $ 3,599,126
--------------------------
--------------------------
Net debt:Shareholders' equity 0.34:1 0.32:1
Net debt:Total capitalization 0.25:1 0.24:1
Net debt:EBITDA(1) 1.11:1 1.06:1
EBITDA:Cash interest expense(1)(2) 17.74:1 17.16:1
(1) For purposes of calculating the ratios, EBITDA is comprised of
EBITDA for each of the 52 week periods then ended.
(2) Cash interest expense is comprised of interest expense for each of
the 52 week periods then ended and excludes the amortization of
deferred financing costs.
Outstanding Share Capital
The Company's outstanding share capital is comprised of common shares. An unlimited number of common shares is authorized and the Company had 216,164,194 common shares outstanding at April 23, 2007. As at this same date, the Company had issued options to acquire 2,184,103 of its common shares pursuant to its stock-based compensation plans, of which 1,441,596 were exercisable.
Liquidity and Capital Resources
Sources of Liquidity
The Company has the following sources of liquidity: (i) cash provided by operating activities; (ii) cash available from a committed $550 million revolving bank credit facility maturing June 6, 2011, less what is currently drawn and/or being utilized to support commercial paper issued and outstanding; and (iii) up to $300 million in availability under its commercial paper program, less what is currently issued. The Company's commercial paper program is rated R-1 (low) by Dominion Bond Rating Service. In the event that the Company's commercial paper program is unable to maintain this rating, the program is supported by the Company's $550 million revolving bank credit facility. The Company does not currently foresee any reasonable circumstances under which this credit rating would not be maintained.
The Company has also arranged for its Associates to obtain financing to facilitate their purchase of inventory and fund their working capital requirements from the following sources: (i) an independent trust (the "Trust") whose activities are financed through the issuance of short-term, asset-backed notes that are rated R-1 (middle) by Dominion Bond Rating Service to third-party investors; and (ii) by providing guarantees to various Canadian chartered banks that support Associate loans. (See notes 1 and 6 to the accompanying unaudited consolidated financial statements of the Company.)
The Company has obtained additional long-term financing from the issuance of $300 million of five-year medium-term notes maturing October 24, 2008, which bear interest at a fixed rate of 4.97% per annum (the "Notes"). The Notes were issued pursuant to a short form base shelf prospectus dated October 10, 2003, as supplemented by a pricing supplement dated October 20, 2003, and filed by the Company with Canadian securities regulators in all of the provinces of Canada. At the time of issuance, the Notes were assigned a rating of A (low) from Dominion Bond Rating Service and BBB from Standard & Poor's.
At the end of the first quarter, $50 million of the Company's $550 million revolving bank credit facility was utilized, all in respect of outstanding letters of credit and trade finance guarantees. At December 30, 2006, $51 million of this facility was utilized, all in respect of letters of credit and trade finance guarantees. At March 24, 2007, the Company had $25 million of commercial paper issued and outstanding under its commercial paper program compared to $50 million at year-end. At the end of the first quarter, Associates had obtained an aggregate amount of $461 million of Trust financing and had drawn an aggregate amount of $190 million in loans from various Canadian chartered banks compared to $454 million and $141 million, respectively, at the end of the prior year.
In addition to the above, MediSystem Technologies Inc., a subsidiary of the Company, has arranged for up to $1 million of revolving demand bank credit facilities. At the end of the first quarter, no amounts were outstanding on these facilities, unchanged from the end of the prior year.
Cash Flows Used in Operating Activities
Cash flows used in operating activities were $2 million in the first quarter of 2007 compared to $5 million of cash generated in the same period last year. Consistent with the prior year, growth in net earnings, adjusted for non-cash items, was more than offset by an increased investment in non-cash working capital. The increased investment in working capital balances can be attributed to higher accounts receivable stemming from the acquisitions of MediSystem Technologies Inc. and Therapy Supplies & Rental Limited in the latter part of 2006, and growth in inventory tied largely to the expansion of the store network and increased sales activity, the sum of which was only partially offset by growth in accounts payable balances.
Cash Flows Used in Investing Activities
Cash flows used in investing activities were $45 million in the first quarter of 2007 compared to $40 million in the same period last year, an increase of $5 million or 11.2%. Of these totals, purchases of property and equipment amounted to $40 million in the first quarter of this year compared to $38 million in the same period last year, reflecting the continued revitalization and growth of the store network. The Company also invested $4 million in business acquisitions in the first quarter of 2007 compared to $3 million in the same period last year.
During the first quarter of 2007, 13 new drug stores were opened or acquired, seven of which were relocations, and two drug stores were closed. The Company also added one home health care store to its network during the quarter. At the end of the quarter there were 1,050 stores in the system, comprised of 991 drug stores and 59 Shoppers Home Health Care(R) stores.
Cash Flows from Financing Activities
Cash flows from financing activities were $24 million in the first quarter of 2007, as cash inflows of $72 million were partially offset by cash outflows of $48 million. Cash inflows were comprised of a $68 million increase in bank indebtedness and $4 million of proceeds received from the issuance of common shares and loan repayments under the Company's stock-based incentive plans. Cash outflows were comprised of an $18 million decrease in the amount of commercial paper issued and outstanding under the Company's commercial paper programs (a $25 million decrease in the amount of commercial paper issued and outstanding by the Company, partially offset by $7 million of additional Trust financing obtained by Associates), a $5 million reduction in the amount of Associate investment and $26 million for the payment of dividends.
In the first quarter of 2007, the net result of the Company's operating, investing and financing activities was a decrease in cash balances of $23 million.
Future Liquidity
The Company believes that its current credit facilities, commercial paper program and financing programs available to its Associates, together with cash generated from operating activities, will be sufficient to fund its operations, including the operations of its Associate-owned store network, investing activities and commitments for the foreseeable future. The Company does not foresee any difficulty in obtaining long-term financing given its current credit ratings and past experiences in the capital markets.
NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Implemented in 2007
Financial Instruments
In 2006, the Canadian Institute of Chartered Accountants issued new accounting standards concerning financial instruments: Financial Instruments - Recognition and Measurement ("Section 3855"); Hedges ("Section 3865"); and Comprehensive Income ("Section 1530"). These standards require prospective application and are effective for the Company's first quarter of fiscal 2007. The Company applied the new accounting standards at the beginning of its current fiscal year and their implementation did not have a significant impact on the Company's results of operations or financial position.
Financial Assets and Liabilities
Section 3855 establishes standards for recognizing and measuring financial instruments. Under the new standards, all financial instruments are classified into one of the following five categories: held for trading; held-to-maturity investments; loans and receivables; available-for-sale financial assets; or other financial liabilities. It is this classification that will drive the future basis of measurement and the accounting treatment in the financial statements. (See note 2 to the accompanying unaudited consolidated financial statements of the Company.)
Derivatives and Hedge Accounting
The Company has entered into various interest rate derivative agreements converting an aggregate notional principal amount of $250 million of floating rate short-term, asset-backed notes issued by the Trust into fixed rate debt. The fixed rates payable by the Company under these agreements range from 4.03% to 4.18%. These agreements mature as follows: $150 million in December 2008; $50 million in December 2009; and $50 million in December 2010. These interest rate derivative agreements are designated as hedges in accordance with the new standards. Accordingly, the fair value of these agreements has been included in "other assets" on the consolidated balance sheet of the Company. Any after-tax adjustments related to the fair values of these interest rate derivative agreements have been included in "accumulated other comprehensive income" on the consolidated balance sheet of the Company. (See note 2 to the accompanying unaudited consolidated financial statements of the Company.)
In addition, the Company has entered into cash-settled equity forward agreements to limit its exposure to future changes in the market price of 200,252 of its common shares by virtue of its obligations under the LTIP. These agreements mature in December 2008 and December 2009. A percentage of these equity forward derivative agreements, related to the unearned units under the LTIP, has been designated as a hedge in accordance with the new standards. Accordingly, upon adoption of the new standards, the fair value of this hedge was reflected in the opening balance of "accumulated other comprehensive income", net of tax.
During the first quarter of 2007, the change in the fair value of the percentage of these equity forward agreements that relates to the unearned LTIP units has been recorded in "other comprehensive income". (See note 2 to the accompanying unaudited consolidated financial statements of the Company).
OFF-BALANCE SHEET ARRANGEMENTS
Associate Loans
The Company has provided guarantees to various Canadian chartered banks that support Associate loans. At the end of the first quarter of 2007, the Company's maximum obligation in respect of such guarantees was $370 million, unchanged from the end of the prior year. At March 24, 2007, an aggregate amount of $326 million in available lines of credit had been allocated to the Associates by the various banks compared to $323 million at December 30, 2006, against which an aggregate amount of $190 million was drawn compared to $141 million at December 30, 2006. Any amounts drawn by the Associates are included in bank indebtedness on the Company's consolidated balance sheets. As recourse in the event that any payments are made under the guarantees, the Company holds a first ranking security interest on all assets of Associate-owned stores, excluding inventory. As the Company is involved in allocating the available lines of credit to its Associates, it estimates that the net proceeds from secured assets would exceed the amount of any payments required in respect of the guarantees.
Associate Financing Trust
The Company has arranged for its Associates to obtain financing from the Trust to facilitate their purchase of inventory and fund their working capital requirements. At the end of the first quarter of 2007, the total amount of loans outstanding from the Trust to the Company's Associates was $461 million compared to $454 million at the end of the prior year. The Company has determined that the Trust is a variable interest entity and that the Company is the primary beneficiary. As such, the Trust is subject to consolidation by the Company and these loans are included in commercial paper on the Company's consolidated balance sheets. The Company has arranged for a standby letter of credit for the benefit of the Trust from a syndicate of banks that is equal to approximately 10% of the aggregate principal amount of the loans, or $47 million, as a form of credit enhancement which, in turn, enables the Trust to provide favourable financing terms to the Company's Associates. (See notes 1 and 6 to the accompanying unaudited consolidated financial statements of the Company.)
If at any time the Trust's cost of borrowing and applicable fees are greater than the interest rate charged to Associates on their loans, the Trust has the right to request payment from the Company for any shortfall. In the opinion of the Company's management, the Company is unlikely to have to make any such payment as it is involved in setting the rate that Associates are charged on their loans. In the event that an Associate defaults on a loan from the Trust, the Company has the right to purchase the Associate's loan from the Trust, at which time the Trust will assign to the Company the Associate's loan agreement and related security documentation. The assignment of this documentation would provide the Company with first priority security over the Associate's inventory, subject to certain prior ranking statutory claims. The Company expects that the net proceeds from secured assets would cover any payments made to purchase a defaulted loan from the Trust, including any related expenses, as it is involved in setting the amount borrowed from the Trust by its Associates. In the event that the Company does not elect to purchase a defaulted loan from the Trust, the Trust may draw upon the standby letter of credit or realize on its security. If the Trust draws against the standby letter of credit, the Company has agreed to reimburse the issuing syndicate of banks for the amount so drawn.
SELECTED QUARTERLY INFORMATION
Reporting Cycle
The annual reporting cycle of the Company is divided into four quarters of 12 weeks each, except for the third quarter which is 16 weeks in duration. The fiscal year of the Company consists of a 52 or 53 week period ending on the Saturday closest to December 31. When a fiscal year consists of 53 weeks, the fourth quarter is 13 weeks in duration.
Summary of Quarterly Results
The following table provides a summary of certain selected consolidated financial information for the Company for each of the eight most recently completed fiscal quarters. This information has been prepared in accordance with Canadian generally accepted accounting principles.
First Quarter Fourth Quarter
------------------------- -------------------------
($000's, except
per share data
- unaudited) 2007 2006 2006 2005
(12 Weeks) (12 Weeks) (12 Weeks) (12 Weeks)
-------------------------------------------------------------------------
Sales $ 1,838,795 $ 1,671,119 $ 2,018,067 $ 1,833,327
Net earnings $ 85,131 $ 71,704 $ 132,500 $ 115,125
Per common share
- Basic net
earnings $ 0.40 $ 0.34 $ 0.62 $ 0.54
- Diluted net
earnings $ 0.39 $ 0.33 $ 0.61 $ 0.53
Third Quarter Second Quarter
------------------------- -------------------------
($000's, except
per share data
- unaudited) 2006 2005 2006 2005
(16 Weeks) (16 Weeks) (12 Weeks) (12 Weeks)
-------------------------------------------------------------------------
Sales $ 2,329,051 $ 2,138,085 $ 1,768,199 $ 1,624,354
Net earnings $ 123,880 $ 107,672 $ 94,407 $ 80,011
Per common share
- Basic net
earnings $ 0.58 $ 0.51 $ 0.44 $ 0.38
- Diluted net
earnings $ 0.57 $ 0.50 $ 0.44 $ 0.37
The Company experienced growth in sales and net earnings in each of the four most recent quarters when compared to the same quarter of the prior year. The Company continues to invest capital in expanded and relocated stores and in new store development, which has allowed the Company to increase the selling square footage of its store network, resulting in increased sales and profitability.
The Company's core prescription drug operations are not typically subject to seasonal fluctuations. The Company's front store operations include seasonal promotions which may have an impact on quarterly results, particularly when the season, notably Easter, does not fall in the same quarter each year. Also, as the Company continues to expand its front store product and service offerings, including seasonal promotions, its results of operations may become subject to more seasonal fluctuations.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes in internal control over financial reporting that occurred during the Company's most recent interim period that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
NON-GAAP FINANCIAL MEASURES
The Company reports its financial results in accordance with Canadian GAAP. However, the foregoing contains references to non-GAAP financial measures, such as operating margin, EBITDA (earnings before interest, taxes, depreciation and amortization), EBITDA margin and cash interest expense. 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.
These non-GAAP financial measures have been included in this Management's Discussion and Analysis as they are measures which management uses to assist in evaluating the Company's operating performance against its expectations and against other companies in the retail drug store industry. Management believes that non-GAAP financial measures assist in identifying underlying operating trends.
These non-GAAP financial measures, particularly EBITDA and EBITDA margin, are also common measures used by investors, financial analysts and rating agencies. These groups may use EBITDA and other non-GAAP financial measures to value the Company and assess the Company's ability to service its debt.
SHOPPERS DRUG MART CORPORATION
Consolidated Statements of Earnings
(unaudited)
(in thousands of dollars, except per share amounts)
-------------------------------------------------------------------------
12 Weeks Ended
--------------------------
March 24, March 25,
2007 2006
-------------------------------------------------------------------------
Sales $ 1,838,795 $ 1,671,119
Operating expenses
Cost of goods sold and other operating
expenses 1,662,285 1,520,662
Amortization 37,235 30,913
-------------------------------------------------------------------------
Operating income 139,275 119,544
Interest expense (Note 3) 11,374 11,880
-------------------------------------------------------------------------
Earnings before income taxes 127,901 107,664
Income taxes
Current 35,079 36,265
Future 7,691 (305)
-------------------------------------------------------------------------
42,770 35,960
-------------------------------------------------------------------------
Net earnings $ 85,131 $ 71,704
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Net earnings per common share:
Basic $ 0.40 $ 0.34
Diluted $ 0.39 $ 0.33
Weighted average common shares outstanding
(millions):
Basic 215.1 212.8
Diluted 217.0 216.5
Actual common shares outstanding (millions) 215.4 214.0
SHOPPERS DRUG MART CORPORATION
Consolidated Statements of Retained Earnings
(unaudited)
(in thousands of dollars)
-------------------------------------------------------------------------
12 Weeks Ended
--------------------------
March 24, March 25,
2007 2006
-------------------------------------------------------------------------
Retained earnings, beginning of period
as reported $ 1,225,616 $ 941,672
Impact of the adoption of new accounting
standards, Handbook Sections 3855, Financial
Instruments - Recognition and Measurement;
3865, Hedges; and 1530, Comprehensive
Income (Note 2) 66 -
Net earnings 85,131 71,704
Dividends (34,467) (25,685)
-------------------------------------------------------------------------
Retained earnings, end of period $ 1,276,346 $ 987,691
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Consolidated Statements of Comprehensive Income
and Accumulated Other Comprehensive Income
(unaudited)
(in thousands of dollars)
-------------------------------------------------------------------------
12 Weeks Ended
--------------------------
March 24, March 25,
2007 2006
-------------------------------------------------------------------------
Net earnings $ 85,131 $ -
-------------------------------------------------------------------------
Other comprehensive income, net of tax
Change in unrealized gain on interest rate
derivative (net of tax of $93) 182 -
Change in unrealized gain on equity forward
derivative (net of tax of $27) (53) -
Amount of previously unrealized gain on
equity forward derivative recognized in
earnings during the period (net of tax
of $49) (96) -
-------------------------------------------------------------------------
Other comprehensive income 33 -
-------------------------------------------------------------------------
Comprehensive income $ 85,164 $ -
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Accumulated other comprehensive income,
beginning of period (Note 2) $ 406 $ -
Other comprehensive income 33 -
-------------------------------------------------------------------------
Accumulated other comprehensive income, end of
period $ 439 $ -
-------------------------------------------------------------------------
-------------------------------------------------------------------------
SHOPPERS DRUG MART CORPORATION
Consolidated Balance Sheets
(unaudited)
(in thousands of dollars)
-------------------------------------------------------------------------
March 24, March 25, December
2007 2006 30, 2006
---------------------------------------
Assets
Current
Cash $ 39,778 $ 22,994 $ 62,865
Accounts receivable 275,168 243,118 307,779
Inventory 1,385,279 1,256,923 1,372,124
Future income taxes 37,067 39,253 46,407
Prepaid expenses 33,992 32,366 32,248
-------------------------------------------------------------------------
1,771,284 1,594,654 1,821,423
Property and equipment 914,995 756,486 907,728
Deferred costs 23,256 20,564 25,936
Goodwill 2,125,049 2,021,816 2,122,162
Other intangible assets 44,932 17,743 45,249
Other assets 8,136 2,746 6,516
-------------------------------------------------------------------------
Total assets $ 4,887,652 $ 4,414,009 $ 4,929,014
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Liabilities
Current
Bank indebtedness $ 202,854 $ 151,643 $ 134,487
Commercial paper 485,194 523,900 503,550
Accounts payable and accrued
liabilities 697,945 624,238 843,278
Income taxes payable 58,568 40,450 70,672
Dividends payable 34,467 25,685 25,797
Current portion of long-term debt - 25,000 -
-------------------------------------------------------------------------
1,479,028 1,390,916 1,577,784
Long-term debt 298,599 306,028 300,000
Other long-term liabilities 197,918 145,749 188,938
Future income taxes 20,394 15,020 21,689
-------------------------------------------------------------------------
1,995,939 1,857,713 2,088,411
-------------------------------------------------------------------------
Associate interest 111,998 116,584 116,649
Shareholders' equity
Share capital 1,494,849 1,447,809 1,491,264
Contributed surplus 8,081 4,212 7,074
Accumulated other comprehensive
income 439 - -
Retained earnings 1,276,346 987,691 1,225,616
-------------------------------------------------------------------------
2,779,715 2,439,712 2,723,954
-------------------------------------------------------------------------
Total liabilities and shareholders'
equity $ 4,887,652 $ 4,414,009 $ 4,929,014
-------------------------------------------------------------------------
-------------------------------------------------------------------------
SHOPPERS DRUG MART CORPORATION
Consolidated Statements of Cash Flows
(unaudited)
(in thousands of dollars)
-------------------------------------------------------------------------
12 Weeks Ended
--------------------------
March 24, March 25,
2007 2006
-------------------------------------------------------------------------
Operating activities
Net earnings $ 85,131 $ 71,704
Items not affecting cash
Amortization 39,243 33,257
Future income taxes 7,691 (305)
Loss on disposal of property and equipment 869 786
Stock-based compensation 1,007 630
-------------------------------------------------------------------------
133,941 106,072
Net change in non-cash working capital balances (139,725) (103,453)
Increase in long-term liabilities 5,774 4,594
Store opening costs (2,254) (2,132)
-------------------------------------------------------------------------
Cash flows (used in) from operating activities (2,264) 5,081
-------------------------------------------------------------------------
Investing activities
Purchase of property and equipment (40,258) (37,577)
Business acquisitions (3,795) (2,832)
Proceeds from disposition of property and
equipment 48 85
Other assets (622) 200
-------------------------------------------------------------------------
Cash flows used in investing activities (44,627) (40,124)
-------------------------------------------------------------------------
Financing activities
Bank indebtedness 68,367 (11,860)
Commercial paper, net (17,700) 54,050
Revolving term debt, net - 6,028
Associate interest (4,651) 83
Shares issued for stock options exercised 3,330 4,707
Repayment of share purchase loans 255 1,848
Dividends paid (25,797) (21,343)
-------------------------------------------------------------------------
Cash flows from financing activities 23,804 33,513
-------------------------------------------------------------------------
Decrease in cash (23,087) (1,530)
Cash, beginning of period 62,865 24,524
-------------------------------------------------------------------------
Cash, end of period $ 39,778 $ 22,994
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Supplemental cash flow information
Interest paid $ 7,273 $ 8,080
Income taxes paid $ 51,637 $ 35,945
SHOPPERS DRUG MART CORPORATION
Notes to the Consolidated Financial Statements
(unaudited)
(in thousands of dollars, except share data)
-------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The unaudited interim consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting
principles ("GAAP") and follow the same accounting policies and methods
of application with those used in the preparation of the audited annual
consolidated financial statements for the 52 week period ended
December 30, 2006, except as described in Note 2, Change in Accounting
Policy. These financial statements do not contain all disclosures
required by Canadian GAAP for annual financial statements and,
accordingly, should be read in conjunction with the most recently
prepared annual consolidated financial statements and the accompanying
notes included in the Company's 2006 Annual Report.
The consolidated financial statements include the accounts of
Shoppers Drug Mart Corporation, its subsidiaries and entities considered
to be variable interest entities, as defined by Accounting Guideline 15,
"Consolidation of Variable Interest Entities" ("AcG-15"). Under AcG-15,
the Company has consolidated the Associate-owned stores and an
independent trust.
The individual Associate-owned stores that comprise the Company's store
network are variable interest entities and the Company is the primary
beneficiary. As such, the Associate- owned stores are subject to
consolidation by the Company. The Associate-owned stores remain separate
legal entities and consolidation of the Associate-owned stores has no
impact on the underlying risks facing the Company.
The Company has an arrangement with an independent trust (the "Trust") to
provide loans to Associates to facilitate their purchase of inventory and
fund their working capital requirements. The Trust's activities are
financed through the issuance of short-term asset backed notes to third
party investors. The Trust is a variable interest entity and the Company
is the primary beneficiary. As such, the Trust is subject to
consolidation by the Company.
Comparative Amounts
Certain comparative amounts have been reclassified to conform with the
current year's financial statement presentation.
2. CHANGE IN ACCOUNTING POLICIES - Adoption of New Accounting Standards
Financial Instruments
In 2006, the Canadian Institute of Chartered Accountants ("CICA") issued
new accounting standards concerning financial instruments: Financial
Instruments - Recognition and Measurement ("Section 3855"); Financial
Instruments - Disclosure and Presentation ("Section 3861"), Hedges
("Section 3865"); and Comprehensive Income ("Section 1530"). The
standards require prospective application and are effective for the
Company's first quarter of fiscal 2007. The Company applied the new
accounting standards at the beginning of its current fiscal year.
Financial Assets and Liabilities
Section 3855 establishes standards for recognizing and measuring
financial instruments. Under the new standards, all financial instruments
are classified into one of the following five categories: held for
trading, held-to-maturity investments, loans and receivables,
available-for-sale financial assets or other financial liabilities.
The Company's financial assets and financial liabilities are classified
and measured as follows:
Asset/Liability Category Measurement
Cash Held for trading Fair value
Accounts receivable Loans and receivables Amortized cost
Long-term receivables Loans and receivables Amortized cost
Bank indebtedness Held for trading Fair value
Commercial paper Other liabilities Amortized cost
Accounts payable Other liabilities Amortized cost
Long-term debt Other liabilities Amortized cost
Other long-term liabilities Other liabilities Amortized cost
Derivatives and Hedge Accounting
The Company uses interest rate derivatives to manage its exposure to
fluctuations in interest rates related to the Company's commercial paper.
In addition, the Company uses cash-settled equity forward contracts to
limit its exposure to future price changes in the Company's share price
for share unit awards under the Company's long-term incentive plan
("LTIP").
The Company's interest rate derivatives have been designated as cash flow
hedges and reported at fair value, in accordance with the new standards,
as a component of other assets. A percentage of the equity forward
derivatives, related to unearned units under the LTIP, has been
designated as a hedge. The fair value of the percentage of the equity
derivatives designated as a hedge has been reflected in the opening
balance of accumulated other comprehensive income, net of tax.
The following table summarizes the impact on the Company's opening
balance sheet for fiscal 2007 as a result of the adjustments relating to
interest rate and equity forward derivatives:
December 30, Interest rate Long-term December 31,
2006 balance, derivative incentive 2006
as reported plan and opening
equity balance
forward
derivative
Other assets $ 6,516 $ 338 $ 610 $ 7,464
Other long-term
liabilities $ 188,938 $ - $ 234 $ 189,172
Future income taxes
(within
liabilities) $ 21,689 $ 115 $ 128 $ 21,932
Retained earnings $1,225,616 $ - $ 66 $1,225,682
Accumulated other
comprehensive
income $ - $ 223 $ 183 $ 406
-------------------------------------------------------------------------
In addition to the above adjustments, the Company has adopted the policy
of adding transaction costs to financial assets and liabilities
classified as other than "held for trading", as a result, the Company's
deferred financing costs were reclassified to the debt balances to which
they relate. As at December 31, 2006, the commercial paper balance was
reduced by $707 of deferred financing costs and the long-term debt
balance was reduced by $1,518 of deferred financing costs. As at
March 24, 2007, the commercial paper balance was reduced by $656 of
deferred financing costs and the long-term debt balance was reduced by
$1,401 of deferred financing costs.
The Company does not have any embedded features in contractual
arrangements that required separate presentation from the related host
contract.
As a result of the implementation of these standards, the Consolidated
Financial Statements include a Consolidated Statement of Comprehensive
Income, with the cumulative amount of other comprehensive income
presented as a new category of shareholders' equity in the Consolidated
Balance Sheets.
Based on market values at March 24, 2007 the carrying amounts of the
interest rate derivative and the equity forward contracts are $613 and
$384 respectively.
3. INTEREST EXPENSE
The significant components of the Company's interest expense are as
follows:
12 Weeks Ended
-----------------------------
March 24, March 25,
2007 2006
-------------------------------------------------------------------------
Interest on bank indebtedness $ 1,953 $ 1,760
Interest on commercial paper 5,785 5,594
Interest on long-term debt 3,468 3,949
Amortization of deferred financing costs 168 577
-------------------------------------------------------------------------
$ 11,374 $ 11,880
-------------------------------------------------------------------------
-------------------------------------------------------------------------
4. EMPLOYEE FUTURE BENEFITS EXPENSE
The net benefit expense included in net earnings for the 12 weeks ended
March 24, 2007 for benefits provided under pension plans was $1,561
(2006 - $1,487), and for benefits provided under other benefit plans was
$23 (2006 - $31).
5. STOCK-BASED COMPENSATION
The Company uses the fair value method to account for stock options
issued after 2002 under its stock option programs. If compensation
expense under the fair value method of accounting had been recognized on
stock options issued in 2002, the Company's net earnings for the 12 weeks
ended March 24, 2007 would have been reduced by $83 (2006 - $187). For
the 12 week period ended March 24, 2007 and March 25, 2006 basic earnings
per share and diluted earnings per share would have been unchanged.
For a description of the Company's stock option programs, see Note 11 to
the consolidated financial statements in the Company's 2006 Annual
Report.
6. FINANCING TRUST
The Company has arranged for a standby letter of credit from a syndicate
of banks for the benefit of the independent trust ("Trust") that is equal
to approximately 10% of the aggregate principal amount of the loans, or
$47,000, as a form of credit enhancement which, in turn, enables the
Trust to provide favourable financing terms to the Company's Associates.
As at March 24, 2007, $460,850 (2006 - $423,900) of the consolidated
commercial paper balance is commercial paper issued by the Trust.
Earnings Coverage Exhibit to the Consolidated Financial Statements
52 Weeks Ended March 24, 2007
-------------------------------------------------------------------------
Earnings coverage on long-term debt obligations 46.15
times
-------------------------------------------------------------------------
The earnings coverage ratio on long-term debt (including any current
portion) is equal to net earnings (before interest and income taxes)
divided by interest expense on long-term debt (including any current
portion). Interest expense excludes any amounts in respect of
amortization that were included in interest expense as shown in the
consolidated statement of earnings of the Company for the period.
%SEDAR: 00016987EF