-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, JEiTR58guhuiOz/rr1zjL8Trw/Y5xfssubnHtcW7ZckTlsyB2G2PSak1hPgOmZ9d 0MHZ46Ku6bY6/khHrpAhXA== 0000056873-94-000145.txt : 19941020 0000056873-94-000145.hdr.sgml : 19941020 ACCESSION NUMBER: 0000056873-94-000145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941019 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941019 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KROGER CO CENTRAL INDEX KEY: 0000056873 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 310345740 STATE OF INCORPORATION: OH FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00303 FILM NUMBER: 94554015 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137624000 8-K 1 8-K FILING DATED 10/19/94 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 19, 1994 THE KROGER CO. (Exact name of registrant as specified in its charter) An Ohio Corporation No. 1-303 31-0345740 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Number) 1014 Vine Street Cincinnati, OH 45201 (Address of principal executive offices) Registrant's telephone number: (513) 762-4000 Item 5. Other Events - ------- ------------ On October 19, 1994, the Company released its earnings for the third quarter 1994 in the form attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits - ------- --------------------------------- (c) Exhibits 99.1 Other Exhibits--Earnings Release for Third Quarter 1994 EXHIBIT INDEX -------------- Exhibit - ------- 99.1 Other Exhibits--Earnings Release for Third Quarter 1994 SIGNATURE --------- 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 hereto duly authorized. THE KROGER CO. October 19, 1994 By (William J. Sinkula) William J. Sinkula Executive Vice President and Chief Financial Officer EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 KROGER 3RD QTR OPER NET PER SHARE: 43 CENTS VS. 23 CENTS CINCINNATI, Ohio, October 19, 1994 --- The Kroger Co. said today that 1994 third quarter fully diluted earnings per share before an extraordinary charge for the early retirement of debt increased to 43 cents per share from 23 cents in the prior year third quarter. Earnings before the extraordinary charge totaled $51.2 million, compared to $25.2 million in last year's third quarter. After the extraordinary charge of $15.2 million, Kroger reported net earnings of $36.0 million, or 31 cents per share on a fully-diluted basis, versus earnings of $16.4 million, or 16 cents per share, fully diluted, in the 1993 third quarter. Operating cash flow in the third quarter rose 10.1 percent to $274.8 million, compared to $249.7 million in the third quarter a year ago. Identical food store sales increased 2.3 percent, the largest increase of any 1994 quarter. Food store sales, adjusted for the disposition of San Antonio in 1993, increased 5.6 percent, and total sales increased 2.6 percent to a record $6.65 billion from $6.48 billion in 1993. Year-to-date, Kroger reported operating cash flow of $773.5 million. Earnings before the extraordinary charge for debt retirement totaled $176.9 million, or $1.45 per fully-diluted share. Total sales rose 2.3 percent to $17.4 billion. Kroger Chairman and Chief Executive Officer Joseph A. Pichler said the third quarter results reflect the positive effects of the Company's accelerated store construction, improvements in productivity, cost reductions in procurement and distribution, and the payback from investments in new technologies. "We had an impressive quarter across-the-board, with excellent same store sales growth, a strong performance from Kroger-label brands, and firm cost discpline throughout the organization," Pichler said. During the third quarter, Kroger opened or expanded 19 food stores. This expansion is on target with the Company's previously disclosed plans to expand retail square footage by a minimum of approximately 5-6 percent annually in 1994-96. The Company said net interest expense declined 16.0 percent in the third quarter to $100.7 million from $119.9 million. Long-term debt at the end of the third quarter was $3.9 billion, compared to $4.2 billion for the comparable 1993 quarter. Kroger also noted that within the past few weeks, new labor contracts have been ratified covering approximately 22,000 store employees in Cincinnati, Louisville, and Charleston, West Virginia. The contracts fix wages and benefits for 4.5 to five years and provide increased flexibility in operating procedures and employee health care plans. The Kroger Co. Sales and Earnings 3rd Qtr 3rd Qtr Percent 10/8/94 10/9/93 ________ _________ _______ Sales $6,650,256,497 $6,478,644,986 2.6 ============== ============== ======= EBITD $ 274,798,392 $ 249,674,809 10.1 Non-EBITD charges $ (10,363,635) $ (6,000,000) LIFO credit (charge) $ (9,000,000) $ 4,000,000 Interest $ (100,722,437) $ (119,913,845) Depreciation $ (82,573,948) $ (78,047,144) _______________ _______________ Pre-tax earnings before extraordinary loss $ 72,138,372 $ 49,713,820 Tax expense $ (20,941,468) $ (24,505,206) ______________ ______________ Earnings before extraordinary loss $ 51,196,904 $ 25,208,614 Extraordinary loss $ (15,174,978) $ (8,833,814) _______________ _______________ Net earnings $ 36,021,926 $ 16,374,800 =============== =============== Primary earnings (loss) per common share: From operations $0.45 $0.23 From extraordinary loss ($0.13) ($0.08) _______________ ________________ Primary net earnings per common share $0.32 $0.15 =============== ================ Fully-diluted earnings (loss) per common share: From operations $0.43 $0.23 From extraordinary loss ($0.12) ($0.07) _______________ ________________ Fully-diluted net earnings per common share $0.31 $0.16 ================= ================ Number of shares used in primary per share calculation 114,193,932 109,632,729 Number of shares used in fully-diluted per share calculation 131,710,957 120,613,111 EBITD represents pre-tax earnings before interest, depreciation and LIFO as defined in the Company's Bank Credit Agreement. Represents $6.0 million for additional quarterly charge from the adoption of FASB 106 in 1993 and 1994 and a $4.4 million ($2.7 million after-tax, or 2 cents per ully-diluted share) contribution to The Kroger Co. Foundation in 1994 which are excluded from EBITD as defined by the Company's Bank Credit Agreement. Tax expense in 1993 included a $4.3 million charge (3 cents per fully diluted share) to increase deferred taxes due to the Deficit Reduction Act and, in 1994, a $5.9 million credit (4 cents per fully diluted share) from a donation to The Kroger Co. Foundation. Represents the after-tax loss from the early retirement of debt. 3 Qtrs 3 Qtrs Percent 10/8/94 10/9/93 ________ ________ _______ Sales $17,373,288,759 $16,981,943,292 2.3 ============== ============== ======= EBITD $ 773,516,954 $ 705,603,506 9.6 Non-EBITD charges $ (19,363,635) $ (37,725,000) LIFO charge $ (15,500,000) $ (3,750,000) Interest $ (251,762,289) $ (311,493,834) Depreciation $ (209,267,648) $ (200,926,037) _______________ _______________ Pre-tax earnings before cumulative effect adjustment and extraordinary loss $ 277,623,382 $ 151,708,635 Tax expense $ (100,758,179) $ (67,414,951) ______________ ______________ Earnings before cumulative effect adjustment and extraordinary loss $ 176,865,203 $ 84,293,684 Extraordinary loss $ (26,152,600) $ (20,011,669) Cumulative effect of change in accounting for post-retirement benefits $ NA $ (159,192,961) ________________ _______________ Net earnings (loss) $ 150,712,603 $ (94,910,946) ================ ================ Primary earnings (loss) per common share: From operations $1.56 $0.80 From extraordinary loss (0.23) ($0.19) From cumulative effect of change in accounting for post-retirement benefits N/A ($1.51) _______________ __________________ Primary net earnings (loss) per common share $1.33 ($0.90) =============== ================== Fully-diluted earnings (loss) per common share: From operations $1.45 $0.77 From extraordinary loss ($0.20) ($0.17) From cumulative effect of change in accounting for post-retirement benefits N/A ($1.36) ______________ ____________ Fully-diluted net earnings (loss) per common share $1.25 ($0.76) ============== ============ Number of shares used in primary per share calculation 113,125,977 105,666,064 Number of shares used in fully-diluted per share calculation 130,921,078 117,063,312 EBITD represents pre-tax earnings before interest, depreciation and LIFO as defined in the Company's Bank Credit Agreement. Represents $15.0 million for additional quarterly charges from the adoption of FASB 106 in 1994, $22.7 million, or $15 million after-tax from the withdrawal from San Antonio in 1993, and a $4.4 million, or $2.7 million after-tax, contribution to The Kroger Co. Foundation in 1994, which are excluded from EBITD as defined by the Company's Bank Credit Agreement. Represents the after-tax loss from the early retirement of debt. Represents the after-tax cumulative effect adjustment from the adoption of FASB 106, "Accounting for Postretirement Benefits other than Pensions." # # # MEDIA CONTACT: Paul Bernish (513) 762-1304 INVESTOR CONTACT: Pam Taylor (513) 762-4969 -----END PRIVACY-ENHANCED MESSAGE-----