在2024財年第二季度,繼續投資於我們的"終身客戶"策略,推動了我們數字銷售和藥店業務的強勁增長,如Albertsons超市CEO Vivek Sankaran所說。我們還實現了會員忠誠度和全渠道購物者強勁的同比增長,並加快了Albertsons Media Collective的增長。我們要感謝我們的團隊不斷致力於爲客戶服務並支持我們運營的社區。
Forward-Looking Statements and Factors That Impact Our Operating Results and Trends
This press release includes "forward-looking statements" within the meaning of the federal securities laws. The "forward-looking statements" include our current expectations, assumptions, estimates and projections about our business, our industry and the outcome of the Merger. They include statements relating to our future operating or financial performance which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as "outlook," "may," "should," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future" and "intends" and similar expressions which are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to numerous risks and uncertainties which are beyond our control and difficult to predict and could cause actual results to differ materially from the results expressed or implied by the statements. Risks and uncertainties that could cause actual results to differ materially from such statements include:
• uncertainties related to our ability to close the transactions contemplated by the Merger Agreement, including resolution of the pending legal actions related to the Merger;
• erosion of consumer confidence in our business as a result of the Merger;
• restrictions on our ability to operate as a result of the Merger Agreement and the impact of the costs related to the Merger;
• challenges in retaining and motivating our associates until the closing of the Merger, particularly following the public announcement of the locations and operations to be divested, with difficulties in attracting new employees during the pendency of the Merger;
• litigation in connection with, or related to the transactions contemplated by, the Merger Agreement which may arise out of pending regulatory actions;
• changes in macroeconomic conditions such as rates of food price inflation or deflation, fuel and commodity prices and expiration of student loan payment deferments;
• changes in consumer behavior and spending due to the impact of macroeconomic factors;
• failure to achieve productivity initiatives, unexpected changes in our objectives and plans, inability to implement our strategies, plans, programs and initiatives, or enter into strategic transactions, investments or partnerships in the future on terms acceptable to us, or at all;
• changes in wage rates, ability to attract and retain qualified associates and negotiate acceptable contracts with labor unions;
• availability and cost of goods used in our food products;
• challenges with our supply chain;
• operational and financial effects resulting from cyber incidents at the Company or at a third party, including outages in the cloud environment and the effectiveness of business continuity plans during a ransomware or other cyber incident; and
• changes in tax rates, tax laws, and regulations that directly impact our business or our customers may adversely impact our financial condition and results of operations.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law,
3
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In evaluating our financial results and forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the "Risk Factors" section or other sections in our reports filed with the SEC including the most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K.
Additional Information and Where to Find It
The Company has filed with the SEC a definitive information statement on Schedule 14C with respect to the approval of the Merger and has mailed the definitive information statement to the Company's stockholders. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC's website, www.sec.gov or from the Company's website at https://www.albertsonscompanies.com/investors/overview/.
Non-GAAP Measures and Identical Sales
Non-GAAP Measures. EBITDA, Adjusted EBITDA, Adjusted net income, Adjusted net income per Class A common share and Net debt ratio (collectively, the "Non-GAAP Measures") are performance measures that provide supplemental information the Company believes is useful to analysts and investors to evaluate its ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income, gross margin, and net income per Class A common share. These Non-GAAP Measures exclude the financial impact of items management does not consider in assessing the Company's ongoing core operating performance, and thereby provide useful measures to analysts and investors of its operating performance on a period-to-period basis. Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences. The Company also uses Adjusted EBITDA and Net debt ratio for board of director and bank compliance reporting. The Company's presentation of Non-GAAP Measures should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items.
Identical Sales. As used in this earnings release, the term "identical sales" includes stores operating during the same period in both the current fiscal year and the prior fiscal year, comparing sales on a daily basis. Direct to consumer digital sales are included in identical sales, and fuel sales are excluded from identical sales.
4
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(dollars in millions, except per share data)
(unaudited)
12 weeks ended
28 weeks ended
September 7, 2024
September 9, 2023
September 7, 2024
September 9, 2023
Net sales and other revenue
$
18,551.5
$
18,290.7
$
42,816.9
$
42,340.9
Cost of sales
13,430.2
13,249.2
30,956.7
30,636.7
Gross margin
5,121.3
5,041.5
11,860.2
11,704.2
Selling and administrative expenses
4,785.4
4,595.5
11,059.4
10,608.4
Loss (gain) on property dispositions and impairment losses, net
43.9
(8.4)
49.2
19.2
Operating income
292.0
454.4
751.6
1,076.6
Interest expense, net
103.6
111.9
249.3
266.8
Other expense (income), net
1.9
8.1
5.9
(7.9)
Income before income taxes
186.5
334.4
496.4
817.7
Income tax expense
41.0
67.5
110.2
133.6
Net income
$
145.5
$
266.9
$
386.2
$
684.1
Net income per Class A common share
Basic net income per Class A common share
$
0.25
$
0.46
$
0.67
$
1.19
Diluted net income per Class A common share
0.25
0.46
0.66
1.18
Weighted average Class A common shares outstanding (in millions)
Basic
580.1
576.0
579.5
574.7
Diluted
583.2
581.9
582.4
580.3
% of net sales and other revenue
Gross margin
27.6
%
27.6
%
27.7
%
27.6
%
Selling and administrative expenses
25.8
%
25.1
%
25.8
%
25.1
%
Store data
Number of stores at end of quarter
2,267
2,272
5
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions)
(unaudited)
September 7, 2024
February 24, 2024
ASSETS
Current assets
Cash and cash equivalents
$
280.0
$
188.7
Receivables, net
897.6
724.4
Inventories, net
5,042.7
4,945.2
Other current assets
426.3
429.2
Total current assets
6,646.6
6,287.5
Property and equipment, net
9,551.4
9,570.3
Operating lease right-of-use assets
6,022.6
5,981.6
Intangible assets, net
2,377.9
2,434.5
Goodwill
1,201.0
1,201.0
Other assets
728.9
746.2
TOTAL ASSETS
$
26,528.4
$
26,221.1
LIABILITIES
Current liabilities
Accounts payable
$
4,221.9
$
4,218.2
Accrued salaries and wages
1,352.2
1,302.6
Current maturities of long-term debt and finance lease obligations
129.1
285.2
Current maturities of operating lease obligations
679.3
677.6
Other current liabilities
1,039.9
974.1
Total current liabilities
7,422.4
7,457.7
Long-term debt and finance lease obligations
7,779.3
7,783.4
Long-term operating lease obligations
5,615.1
5,493.2
Deferred income taxes
727.5
807.6
Other long-term liabilities
1,963.8
1,931.7
Commitments and contingencies
STOCKHOLDERS' EQUITY
Class A common stock
6.0
5.9
Additional paid-in capital
2,152.3
2,129.6
Treasury stock, at cost
(304.2)
(304.2)
Accumulated other comprehensive income
92.6
88.0
Retained earnings
1,073.6
828.2
Total stockholders' equity
3,020.3
2,747.5
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
26,528.4
$
26,221.1
6
Albertsons Companies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
28 weeks ended
September 7, 2024
September 9, 2023
Cash flows from operating activities:
Net income
$
386.2
$
684.1
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on property dispositions and impairment losses, net
49.2
19.2
Depreciation and amortization
973.9
945.2
Operating lease right-of-use assets amortization
364.3
357.0
LIFO expense
19.4
60.2
Deferred income tax
(86.7)
(85.8)
Contributions to pension and post-retirement benefit plans, net of expense (income)
(29.3)
(12.1)
Deferred financing costs
8.6
8.4
Equity-based compensation expense
66.2
57.2
Other operating activities
17.0
(12.3)
Changes in operating assets and liabilities:
Receivables, net
(174.0)
(21.3)
Inventories, net
(116.9)
(326.6)
Accounts payable, accrued salaries and wages and other accrued liabilities
88.5
35.1
Operating lease liabilities
(280.6)
(274.7)
Self-insurance assets and liabilities
21.2
40.3
Other operating assets and liabilities
67.1
(126.0)
Net cash provided by operating activities
1,374.1
1,347.9
Cash flows from investing activities:
Payments for property, equipment and intangibles, including lease buyouts
(952.3)
(1,084.3)
Proceeds from sale of assets
19.8
195.1
Other investing activities
7.2
(0.9)
Net cash used in investing activities
(925.3)
(890.1)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, including ABL facility
50.0
50.0
Payments on long-term borrowings, including ABL facility
(200.4)
(500.5)
Payments of obligations under finance leases
(26.9)
(29.1)
Dividends paid on common stock
(139.0)
(138.0)
Dividends paid on convertible preferred stock
—
(0.8)
Employee tax withholding on vesting of restricted stock units
(41.5)
(35.1)
Other financing activities
—
2.4
Net cash used in financing activities
(357.8)
(651.1)
Net increase (decrease) in cash and cash equivalents and restricted cash
91.0
(193.3)
Cash and cash equivalents and restricted cash at beginning of period
193.2
463.8
Cash and cash equivalents and restricted cash at end of period
$
284.2
$
270.5
7
Albertsons Companies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Measures
(in millions, except per share data)
The following tables reconcile Net income to Adjusted net income, and Net income per Class A common share to Adjusted net income per Class A common share:
12 weeks ended
28 weeks ended
September 7, 2024
September 9, 2023
September 7, 2024
September 9, 2023
Numerator:
Net income
$
145.5
$
266.9
$
386.2
$
684.1
Adjustments:
Loss (gain) on energy hedges, net (d)
2.4
(4.8)
1.6
(5.4)
Business transformation (1)(b)
20.5
13.5
37.8
25.6
Equity-based compensation expense (b)
29.5
25.3
66.2
57.2
Loss (gain) on property dispositions and impairment losses, net
43.9
(8.4)
49.2
19.2
LIFO expense (a)
4.8
26.2
19.4
60.2
Merger-related costs (2)(b)
67.4
41.2
159.7
88.3
Certain legal and regulatory accruals and settlements, net (b)
8.7
—
(0.2)
—
Amortization of debt discount and deferred financing costs (c)
3.6
3.6
8.5
8.3
Amortization of intangible assets resulting from acquisitions (b)
11.1
11.1
25.8
26.5
Miscellaneous adjustments (3)(f)
11.4
23.0
31.2
20.6
Tax impact of adjustments to Adjusted net income
(47.8)
(29.9)
(92.8)
(71.2)
Adjusted net income
$
301.0
$
367.7
$
692.6
$
913.4
Denominator:
Weighted average Class A common shares outstanding - diluted
583.2
581.9
582.4
580.3
Adjustments:
Convertible preferred stock (4)
—
—
—
0.6
Restricted stock units and awards (5)
8.0
5.1
8.2
5.4
Adjusted weighted average Class A common shares outstanding - diluted
591.2
587.0
590.6
586.3
Adjusted net income per Class A common share - diluted
$
0.51
$
0.63
$
1.17
$
1.56
12 weeks ended
28 weeks ended
September 7, 2024
September 9, 2023
September 7, 2024
September 9, 2023
Net income per Class A common share - diluted
$
0.25
$
0.46
$
0.66
$
1.18
Non-GAAP adjustments (6)
0.27
0.17
0.53
0.39
Restricted stock units and awards (5)
(0.01)
—
(0.02)
(0.01)
Adjusted net income per Class A common share - diluted
$
0.51
$
0.63
$
1.17
$
1.56
8
Albertsons Companies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Measures
(in millions, except per share data)
The following table is a reconciliation of Adjusted net income to Adjusted EBITDA:
12 weeks ended
28 weeks ended
September 7, 2024
September 9, 2023
September 7, 2024
September 9, 2023
Adjusted net income (7)
$
301.0
$
367.7
$
692.6
$
913.4
Tax impact of adjustments to Adjusted net income
47.8
29.9
92.8
71.2
Income tax expense
41.0
67.5
110.2
133.6
Amortization of debt discount and deferred financing costs (c)
(3.6)
(3.6)
(8.5)
(8.3)
Interest expense, net
103.6
111.9
249.3
266.8
Amortization of intangible assets resulting from acquisitions (b)
(11.1)
(11.1)
(25.8)
(26.5)
Depreciation and amortization (e)
421.9
414.6
973.9
945.2
Adjusted EBITDA
$
900.6
$
976.9
$
2,084.5
$
2,295.4
(1) Includes costs associated with third-party consulting fees related to our operational priorities and associated business transformation.
(2) Primarily relates to third-party legal and advisor fees and retention program expense related to the proposed Merger.
(3) Primarily includes net realized and unrealized gains and losses related to non-operating investments, lease adjustments related to non-cash rent expense and costs incurred on leased surplus properties, pension settlement loss, adjustments for unconsolidated equity investments and other costs not considered in our core performance.
(4) Represents the conversion of convertible preferred stock to the fully outstanding as-converted Class A common shares as of the end of each respective period, for periods in which the convertible preferred stock is antidilutive under GAAP.
(5) Represents incremental unvested restricted stock units ("RSUs") and unvested restricted stock awards ("RSAs") to adjust the diluted weighted average Class A common shares outstanding during each respective period to the fully outstanding RSUs and RSAs as of the end of each respective period.
(6) Reflects the per share impact of Non-GAAP adjustments for each period. See the reconciliation of Net income to Adjusted net income above for further details.
(7) See the reconciliation of Net income to Adjusted net income above for further details.
Non-GAAP adjustment classifications within the Condensed Consolidated Statements of Operations:
(a) Cost of sales
(b) Selling and administrative expenses
(c) Interest expense, net
(d) Loss (gain) on energy hedges, net:
12 weeks ended
28 weeks ended
September 7, 2024
September 9, 2023
September 7, 2024
September 9, 2023
Cost of sales
$
2.3
$
(5.1)
$
2.4
$
(3.8)
Selling and administrative expenses
0.1
0.3
(0.8)
(1.6)
Total Loss (gain) on energy hedges, net
$
2.4
$
(4.8)
$
1.6
$
(5.4)
(e) Depreciation and amortization:
12 weeks ended
28 weeks ended
September 7, 2024
September 9, 2023
September 7, 2024
September 9, 2023
Cost of sales
$
41.8
$
38.3
$
95.4
$
85.0
Selling and administrative expenses
380.1
376.3
878.5
860.2
Total Depreciation and amortization
$
421.9
$
414.6
$
973.9
$
945.2
9
Albertsons Companies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Measures
(in millions, except per share data)
(f) Miscellaneous adjustments:
12 weeks ended
28 weeks ended
September 7, 2024
September 9, 2023
September 7, 2024
September 9, 2023
Selling and administrative expenses
$
12.0
$
11.9
$
24.4
$
21.9
Other expense (income), net
(0.6)
11.1
6.8
(1.3)
Total Miscellaneous adjustments
$
11.4
$
23.0
$
31.2
$
20.6
10
Albertsons Companies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Measures
(in millions)
The following table is a reconciliation of Net Debt Ratio on a rolling four quarter basis:
September 7, 2024
September 9, 2023
Total debt (including finance leases)
$
7,908.4
$
8,449.6
Cash and cash equivalents
280.0
266.1
Total debt net of cash and cash equivalents
7,628.4
8,183.5
Rolling four quarters Adjusted EBITDA
$
4,106.8
$
4,503.6
Total Net Debt Ratio
1.86
1.82
The following table is a reconciliation of Net income to Adjusted EBITDA on a rolling four quarter basis:
Rolling four quarters ended
September 7, 2024
September 9, 2023
Net income
$
998.1
$
1,370.7
Depreciation and amortization
1,807.7
1,792.5
Interest expense, net
474.6
442.7
Income tax expense
269.6
294.9
EBITDA
3,550.0
3,900.8
Loss on interest rate swaps and energy hedges, net
3.8
1.1
Business transformation (1)
57.3
56.6
Equity-based compensation expense
113.5
132.3
Loss (gain) on property dispositions and impairment losses, net
73.9
(34.9)
LIFO expense
11.2
211.3
Merger-related costs (2)
252.0
135.4
Certain legal and regulatory accruals and settlements, net
(6.9)
57.0
Miscellaneous adjustments (3)
52.0
44.0
Adjusted EBITDA
$
4,106.8
$
4,503.6
(1) Includes costs associated with third-party consulting fees related to our operational priorities and associated business transformation.
(2) Primarily relates to third-party legal and advisor fees and retention program expense related to the proposed Merger and costs in connection with our previously-announced Board-led review of potential strategic alternatives.
(3) Primarily includes net realized and unrealized gains and losses related to non-operating investments, lease adjustments related to non-cash rent expense and costs incurred on leased surplus properties, pension settlement loss, adjustments for unconsolidated equity investments and other costs not considered in our core performance.