-----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, VcBYAq4X7a//XniXWgnJp7+IgPjwIPcQXnwNl/rmfrpS8HVHrPceug0Nkoffbbvu 4lEoAR/CUUVQqq5O7PsUiQ== 0000056873-95-000031.txt : 19951019 0000056873-95-000031.hdr.sgml : 19951019 ACCESSION NUMBER: 0000056873-95-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951019 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951018 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KROGER CO CENTRAL INDEX KEY: 0000056873 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [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: 95581355 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137624000 8-K 1 8-K FILING DATED 10/18/95 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 18, 1995 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 18, 1995, the Company released its earnings for the Third Quarter 1995 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 1995 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 18, 1995 By: (Paul W. Heldman) Paul W. Heldman Vice President, Secretary and General Counsel EXHIBIT INDEX ------------- Exhibit - ------- 99.1 Other Exhibits--Earnings Release for Third Quarter 1995 EX-99.1 2 PRESS RELEASE TO 8-K EXHIBIT 99.1 KROGER 3QTR OPER NET PER SHARE: 49 CENTS VS. 43 CENTS CINCINNATI, Ohio, October 18, 1995 --- The Kroger Co. said today that 1995 third quarter earnings per share before an extraordinary charge increased 14 percent to 49 cents per share, fully diluted, from 43 cents in last year's third quarter. Earnings before the extraordinary charge totaled $62.7 million, compared to $51.2 million in the prior year third quarter. After the extraordinary charge of $1.5 million for the early retirement of debt, Kroger's net earnings were $61.2 million, or 48 cents per fully diluted share, versus earnings of $36 million, or 31 cents per share, in the 1994 third quarter. Operating cash flow rose 8.8 percent to $299.0 million, a record for the third quarter, compared to $274.8 million in the third quarter a year ago. Identical food store sales increased 1.4 percent. Food store sales increased 5.0 percent while total sales rose 4.6 percent to a third quarter record $6.96 billion from $6.65 billion. Year-to-date, Kroger said operating earnings before the extraordinary charge totaled $209.6 million, or $1.66 per fully diluted share. Operating cash flow increased 9.6 percent to $847.9 million, and sales increased 4.1 percent to $18.1 billion. Kroger Chairman and Chief Executive Officer Joseph A. Pichler said the third quarter results -- the twelfth consecutive quarter of improved performance -- reflect the positive impact of the Company's accelerated store construction, improvements in productivity, cost reductions in procurement and distribution, and the payback from investments in new technologies. Pichler noted that these programs, plus the conversion of the $200 million in Convertible Junior Subordinated Notes during the quarter, enabled the Company to reduce net operating working capital to $6 million in this year's third quarter from $200 million in the comparable 1994 quarter and reduce debt by $437 million while increasing capital expenditures versus 1994. "In 1993, we established a strategy for growth from existing assets, new stores, and improvements in the fundamentals --- technology, distribution, and productivity enhancements. By adhering to this strategy, Kroger is achieving consistently stronger results," Pichler said. He added that Kroger-label brands continue to make a solid contribution to sales and profits. During the third quarter, Kroger opened or expanded 18 food stores, for a total of 48 stores year-to-date. This is on target with the Company's plan to expand retail square footage by 5-6 percent per year in 1994-96. During the quarter, Kroger converted all of its remaining $200 million of 6-3/8 percent Convertible Junior Subordinated Notes into approximately 10.7 million shares of common stock. The conversion reduced the Company's annual interest expense by approximately $13 million. Long-term debt at the end of the third quarter was $3.5 billion, compared to $3.9 billion in last year's third quarter. The Kroger Co. Sales and Earnings
3rd Qtr 3rd Qtr Percent 10/7/95 10/8/94 -------------- -------------- ------- Sales $6,959,216,406 $6,650,256,497 4.6 ============== ============== ====== EBITD $ 298,989,785 $ 274,798,392 8.8 Non-EBITD charges $ (4,615,386) $ (10,363,635) LIFO $ (9,500,000) $ (9,000,000) Interest $ (93,429,999) $ (100,722,437) Depreciation $ (89,423,647) $ (82,573,948) --------------- --------------- Pre-tax earnings before extraordinary loss $ 102,020,753 $ 72,138,372 Tax expense $ (39,344,227) $ (20,941,468) --------------- --------------- Earnings before extraordinary loss $ 62,676,526 $ 51,196,904 Extraordinary loss $ (1,515,522) $ (15,174,978) --------------- --------------- Net earnings $ 61,161,004 $ 36,021,926 =============== =============== Primary earnings (loss) per common share: From operations $0.52 $0.45 From extraordinary loss ($0.01) ($0.13) --------------- --------------- Primary net earnings per common share $0.51 $0.32 =============== ================ Fully-diluted earnings (loss) per common share: From operations $0.49 $0.43 From extraordinary loss ($0.01) ($0.12) ---------------- ---------------- Fully-diluted net earnings per common share $0.48 $0.31 ================= ================ Number of shares used in primary per share calculation 121,616,810 114,193,932 Number of shares used in fully-diluted per share calculation 129,019,053 131,710,957
[FN] EBITD represents pre-tax earnings before interest, depreciation and LIFO as defined in the Company's Bank Credit Agreement. Represents the additional quarterly charge related to FASB 106 in 1995 and 1994 and a $4.3 million 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 1994 included a $5.9 million credit (4 cents per fully diluted share) from the donation to The Kroger Co. Foundation. Represents the after-tax loss from the early retirement of debt.
3 Qtrs 3 Qtrs Percent 10/7/95 10/8/94 --------------- --------------- ------- Sales $18,077,060,606 $17,373,288,759 4.1 =============== =============== ======= EBITD $ 847,923,640 $ 773,516,954 9.6 Non-EBITD charges $ (11,538,462) $ (19,363,635) LIFO charge $ (16,500,000) $ (15,500,000) Interest $ (243,392,767) $ (251,762,289) Depreciation $ (231,669,983) $ (209,267,648) _______________ _______________ Pre-tax earnings before extraordinary loss $ 344,822,428 $ 277,623,382 Tax expense $ (135,205,174) $ (100,758,179) ---------------- ---------------- Earnings before extraordinary loss $ 209,617,254 $ 176,865,203 Extraordinary loss $ (12,302,762) $ (26,152,600) ---------------- ---------------- Net earnings $ 197,314,492 $ 150,712,603 ================ ================ Primary earnings (loss) per common share: From operations $1.78 $1.56 From extraordinary loss (0.10) ($0.23) --------------- ----------------- Primary net earnings per common share $1.68 $1.33 =============== ================== Fully-diluted earnings (loss) per common share: From operations $1.66 $1.45 From extraordinary loss ($0.10) ($0.20) ----------------- ---------------- Fully-diluted net earnings per common share $1.56 $1.25 ================= ================ Number of shares used in primary per share calculation 117,668,835 113,125,977 Number of shares used in fully-diluted per share calculation 128,441,440 130,921,078
EBITD represents pre-tax earnings before interest, depreciation and LIFO as defined in the Company's Bank Credit Agreement. Represents the additional quarterly charge related to FASB 106 in 1995 and 1994, and a $4.3 million 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 1994 included a $5.9 million credit from the donation to The Kroger Co. Foundation. Represents the after-tax loss from the early retirement of debt. -----END PRIVACY-ENHANCED MESSAGE-----