-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDYsvv168aNHNQIV4rUz+TPfLmo+c6YzUmKKugfMEoiDgLsHmQCMnuzmO3KheOIf vKwyFi0gBUUdeEIwoxzy2w== 0000893877-98-000210.txt : 19980323 0000893877-98-000210.hdr.sgml : 19980323 ACCESSION NUMBER: 0000893877-98-000210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980312 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980319 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRED MEYER INC CENTRAL INDEX KEY: 0001043273 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 911826443 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13339 FILM NUMBER: 98569203 BUSINESS ADDRESS: STREET 1: 3800 SE 22ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97202 BUSINESS PHONE: 5032328844 MAIL ADDRESS: STREET 1: 3800 SE 22ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97202 FORMER COMPANY: FORMER CONFORMED NAME: MEYER SMITH HOLDCO INC DATE OF NAME CHANGE: 19970730 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 12, 1998 FRED MEYER, INC. (Exact name of registrant as specified in its charter) Delaware 1-13339 91-1826443 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File No.) Identification No.) 3800 SE 22nd Avenue, Portland, Oregon 97202 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (503) 232-8844 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events On March 12, 1998 the Company announced financial results for the fourth quarter of fiscal 1997 and the 1997 fiscal year. The press release announcing the results is included as Exhibit 23.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits. 23.1 Press Release of Fred Meyer, Inc., dated March 12, 1998. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: March 19, 1998 FRED MEYER, INC. By: ROGER A. COOKE ------------------------------------- Roger A. Cooke Senior Vice President, General Counsel and Secretary 2 EXHIBIT INDEX Exhibit No. Description Sequential Page No. - ----------- ----------- ------------------- 23.1 Press Release of Fred Meyer dated March 12, 1998 EX-23.1 2 PRESS RELEASE [Fred Meyer, Inc. Letterhead] CONTACT: David R. Jessick, Senior Vice President - Finance Chief Financial Officer Portland, Oregon (503) 797-7900 FOR IMMEDIATE RELEASE SYMBOL: "FMY" (N.Y.S.E.) FRED MEYER REPORTS FOURTH QUARTER EPS OF $.56 WITH A 7.9% COMPARABLE STORE SALES INCREASE; FISCAL YEAR EPS OF $1.46 BEFORE EXTRAORDINARY CHARGES Portland, Oregon, March 12, 1998 -- Fred Meyer, Inc. announced significant improvement in sales and operating earnings for its 1997 fourth quarter (12 weeks) and year ended January 31, 1998 ("1997"). Results include Smith's Food & Drug Centers, Inc. ("Smith's") from September 9, 1997, the date of the Smith's acquisition. FOURTH QUARTER RESULTS: Net sales for the fourth quarter of 1997 rose 87.8 percent to $1.9 billion from $1.0 billion reported in the fourth quarter of last year. Excluding Smith's, sales increased 13.3 percent. Comparable store sales (excluding Smith's) increased 7.9 percent for 1997's fourth quarter, with comparable food sales increasing 7.9 percent and comparable nonfood sales increasing 8.0 percent. Income from operations for 1997's fourth quarter was $123.9 million, up 131.7 percent from the $53.4 million reported in the prior year's fourth quarter. Without the contribution from Smith's of $56.4 million, income from operations was up $14.0 million or 26.3 percent. Fourth quarter net income was $52.6 million, versus $27.6 million in the prior year. Diluted earnings per share were $.56 on 93.9 million shares outstanding, up 7.7 percent from the prior year's $.52 on 53.3 million shares outstanding. FISCAL 1997 RESULTS: For the 1997 year, net sales rose 47.2 percent to $5.5 billion from $3.7 billion reported last year. Smith's sales accounted for $1.3 billion of the increase. Comparable store sales (excluding Smith's) increased 7.4 percent, with comparable food sales increasing 6.6 percent and comparable nonfood sales increasing 8.6 percent. Income from operations for the year was $259.8 million, up 93.6 percent from the $134.2 million reported in the prior year. Without the contribution from Smith's of $91.7 million, income from operations was up $33.9 million or 25.2 percent. Fiscal year results were effected by an extraordinary charge of $91.2 million, net of taxes, for early extinguishment of debt which was recorded during the third fiscal quarter. The charge covered premiums paid and the write-off of financing costs related to debt refinanced in the Smith's acquisition. Income before the extraordinary charge was $103.3 million, up 76.5 percent from the prior year's $58.5 million. Including the extraordinary charge, net income of $12.1 million was reported for 1997. Diluted earnings per share before the extraordinary charge were $1.46 on 70.6 million shares outstanding, up 39.0 percent from the prior year's $1.05 on 55.8 million shares outstanding. Including the effect of the extraordinary charge, diluted earnings per share of $.17 were reported. Weighted average shares outstanding were effected by the issuance of shares for the Smith's acquisition. COMMENTARY Robert G. Miller, President and Chief Executive Officer, said, "We are very pleased with our fourth quarter results. Comparable store sales trends at the Fred Meyer stores showed strong increases again in both food and nonfood categories. As well, we are encouraged by the positive contribution to earnings from Smith's in the fourth quarter and pleased that the Smith's integration plan continues on schedule. We also are excited to have completed our mergers with Quality Food Centers and Ralphs Grocery Company this week and look forward to realizing the synergies and operating leverage of these fine supermarket companies. In conjunction with the mergers, we refinanced the majority of the company's debt and now benefit from an average annual interest rate of approximately 7 percent." Fred Meyer, Inc., headquartered in Portland, Oregon, is one of the nation's largest food and drug retailers. The Company's four subsidiaries -- Fred Meyer Stores, Quality Food Centers, Ralphs Grocery Company and Smith's Food & Drug Centers -- operate more than 800 stores in a variety of food and drug and multidepartment one-stop-shopping formats located primarily in 11 western states from Alaska to Texas. In addition, the company operates 259 fine jewelry stores across the United States under the banners of Fred Meyer, Fox's and Merksamer Jewelers. WEB SITE: http://www.fredmeyer.com -- Three tables follow --
FRED MEYER, INC. Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (unaudited) 12 weeks 12 weeks 52 weeks 52 weeks ended ended ended ended Jan. 31, Feb. 1, Percent Jan. 31, Feb. 1, Percent 1998 1997 Change 1998 1997 Change ---------- --------- ------ ----------- ----------- ------- Net sales $1,869,764 $995,755 87.77% $5,481,087 $3,724,839 47.15% Cost of merchandise sold 1,310,818 692,113 89.39% 3,845,536 2,619,312 46.81% ---------- --------- ----------- ----------- Gross margin 558,946 303,642 84.08% 1,635,551 1,105,527 47.94% Operating and administrative expenses 435,073 250,170 73.91% 1,375,796 971,359 41.64% ---------- --------- ----------- ----------- Income from operations 123,873 53,472 131.66% 259,755 134,168 93.60% Interest expense (net) 29,064 8,826 229.30% 75,504 39,432 91.48% Amortization of goodwill 5,886 71 10,482 308 ---------- --------- ----------- ----------- Income before income taxes and extraordinary charge 88,923 44,575 99.49% 173,769 94,428 84.02% Provision for income taxes 36,275 16,939 114.15% 70,465 35,883 96.37% ---------- --------- ----------- ----------- Income before extraordinary charge 52,648 27,636 90.51% 103,304 58,545 76.45% Extraordinary charge, net of taxes --- --- (91,210) --- ---------- --------- ----------- ----------- Net income $ 52,648 $ 27,636 $ 12,094 $ 58,545 ========== ========= =========== =========== Basic earnings per common share:1 Income before extraordinary charge $ .60 $ .55 9.09% $ 1.54 $ 1.12 37.50% Extraordinary charge --- --- 1.36 --- ---------- --------- ----------- ----------- Net income $ .60 $ .55 $ .18 $ 1.12 ========== ========= =========== =========== Weighted average number of common shares outstanding1 88,376 50,576 74.74% 67,168 52,155 28.79% ========== ========= =========== =========== Diluted earnings per common share:1 Income before extraordinary charge $ .56 $ .52 7.69% $ 1.46 $ 1.05 39.05% Extraordinary charge --- --- (1.29) --- ---------- --------- ----------- ----------- Net income $ .56 $ .52 $ .17 $ 1.05 ========== ========= =========== =========== Weighted average number of common shares outstanding1 93,894 53,337 76.04% 70,609 55,781 26.58% ========== ========= =========== =========== 1/ Shares outstanding and earnings per share amounts have been adjusted for the 100 percent stock dividend which was effective September 30, 1997. Table 1 of 3
FRED MEYER, INC. Supplemental Operating Data (unaudited) 12 weeks 12 weeks 52 weeks 52 weeks ended ended ended ended Jan. 31, Feb. 1, Jan. 31, Feb. 1, 1998 1997 1998 1997 -------- -------- -------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) $158,974 $75,188 $413,645 $249,548 LIFO income $9,417 $5,386 $4,257 $1,166 As a percent of sales: Food sales 71.70% 55.80% 67.40% 59.00% Nonfood sales 28.30% 44.20% 32.60% 41.00% Gross margin -- LIFO 29.89% 30.49% 29.84% 29.68% Gross margin -- excluding LIFO income 29.39% 29.95% 29.76% 29.65% Operating and administrative expenses 23.27% 25.12% 25.10% 26.08% Income from operations 6.63% 5.37% 4.74% 3.60% Interest expense (net) 1.55% .89% 1.38% 1.06% Amortization of goodwill .31% .01% .19% .01% Income before extraordinary charge 2.82% 2.78% 1.88% 1.57% Net income 2.82% 2.78% .22% 1.57% EBITDA 8.50% 7.55% 7.55% 6.70% LIFO .50% .54% .08% .03% Comparable store sales (excluding Smith's): Total company 7.90% 2.90% 7.40% 3.80% Food sales 7.90% 4.70%/1 6.60% 5.80%/1 Nonfood sales 8.00% .50%/1 8.60% 1.00%/1 1/ Sales for Pharmacy, Nutrition, Health and Beauty Aids, Candy, Cards and Books are included in Food sales to conform to current year reporting. Table 2 of 3
FRED MEYER, INC. Condensed Consolidated Balance Sheets (In thousands) January 31, February 1, 1998 1997 ------------- ------------ ASSETS Current Assets: Cash and cash equivalents $ 72,609 $ 48,769 Inventories 1,117,989 604,910 Receivables (net) 83,194 23,729 Prepaid expenses and other 50,034 43,149 Current deferred taxes 90,804 17,226 ------------- ------------ Total current assets 1,414,630 737,783 Property and equipment (net) 1,951,750 929,765 Goodwill (net) 1,005,476 4,599 Other assets 58,950 19,873 ------------- ------------ Total assets $ 4,430,806 $ 1,692,020 ============= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable/outstanding checks $ 679,612 $ 398,430 Income taxes --- 5,115 Accrued expenses/other 316,045 99,998 Current portion long-term debt/capital leases 4,282 1,038 -------------- ------------ Total current liabilities 999,939 504,581 Long-term debt 1,835,168 521,512 Capital lease obligations 52,385 13,227 Deferred lease transactions 38,556 46,318 Deferred income taxes 41,250 35,176 Other long-term liabilities 112,933 5,302 Shareholders' equity 1,350,575 565,904 -------------- ------------ Total liabilities and shareholders' equity $ 4,430,806 $ 1,692,020 ============== ============ Table 3 of 3
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