-----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, V58iocoOLYys8P9/ODoC355dsdBp71iTmFSysN743qVFp7ZTDqob8eZHumPQIwFF HMnHCgYCCGlHugvmsQXwfg== 0000056873-96-000012.txt : 19960718 0000056873-96-000012.hdr.sgml : 19960718 ACCESSION NUMBER: 0000056873-96-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960717 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960717 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: 96595768 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137624000 8-K 1 8-K FILED 7/17/96 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: July 17, 1996 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 July 17, 1996, the Company released its earnings for the second quarter 1996 in the form attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits - ------- --------------------------------- (c) Exhibits 99.1 Other Exhibits--Earnings Release for Second Quarter 1996 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. July 17, 1996 By (Paul W. Heldman) Paul W. Heldman Vice President, Secretary and General Counsel EXHIBIT INDEX ------------- Exhibit - ------- 99.1 Other Exhibits--Earnings Release for Second Quarter 1996 EX-99.1 2 PRESS RELEASE Exhibit 99.1 ---------------- CINCINNATI, Ohio, July 17, 1996 --- The Kroger Co. (NYSE: KR) said today that earnings before an extraordinary charge in the 1996 second quarter declined to $78.4 million, or 60 cents per share, from $82.5 million, or 67 cents per fully diluted share, in the 1995 second quarter. The decline was attributable to the effect of a 44-day strike during the quarter at the Company's King Soopers division in Colorado. Kroger said the strike reduced second quarter earnings by approximately 13 cents per share before the extraordinary charge. The Company said operations at King Soopers are returning to normal. The strike will reduce third quarter results by a substantially smaller amount than in the second quarter. Operating cash flow -- earnings before interest, taxes, depreciation, and LIFO -- totaled $285.8 million in the 1996 second quarter, compared to $292.1 million for the same period in 1995. Excluding the effects of the King Soopers strike, operating cash flow would have been approximately $314.5 million. After the extraordinary charge for the early retirement of debt, net earnings in the second quarter were $77.6 million, or 59 cents per share, versus $77 million, or 63 cents per fully diluted share, in the comparable 1995 quarter. Total sales in the quarter increased 3.4 percent to $5.84 billion from $5.65 billion. Identical store sales, excluding King Soopers, increased 0.6 percent over the prior year's second quarter, reflecting the impact of Kroger's aggressive storing program and increased competition in some markets. Comparable store sales, which include results from expanded and relocated stores, increased 3.2 percent, excluding King Soopers. During the quarter, Kroger opened or expanded 21 stores, compared with 15 openings and expansions in the 1995 second quarter. Joseph A. Pichler, Chairman and Chief Executive Officer, said that Kroger's second quarter performance -- excluding the effect of the King Soopers strike -- compared well with last year's record results. "Despite increased competition and a major work stoppage, Kroger's overall results reflect the core strengths of the Company. "We continue to benefit from Kroger's leading market share in our major markets, working capital discipline, the favorable impact of new technologies on costs, and the strong performance of new stores," Pichler said. The King Soopers strike ended in late June when employees of the 68-store division ratified a new three-year contract. Pichler noted that the contract, which contains important improvements in work rules and health care costs, moves King Soopers toward greater competitive parity in the Denver and Colorado Springs markets. "We entered negotiations with the goal of achieving a solid long-term competitive footing in one of our most important markets. That goal was achieved," Pichler said. Net interest expense declined in the second quarter to $70.5 million from $74.6 million. Net long-term debt declined by $148.5 million to $3.5 billion. THE KROGER CO. SALES AND EARNINGS 2nd Qtr 2nd Qtr Percent 1996 1995 Change 6/15/96 6/17/95 _______ _______ _______ Sales $5,844,365,872 $5,652,889,819 3.4 ============== ============== EBITD $ 285,820,148 $ 292,056,365 -2.1 Non-EBITD charges $ (4,000,000) $ (3,461,538) LIFO $ (3,500,000) $ (3,500,000) Interest $ (70,522,642) $ (74,638,817) Depreciation $ (80,354,023) $ (73,405,372) _______________ _______________ Pre-tax earnings before extraordinary loss $ 127,443,483 $ 137,050,638 Tax expense $ (49,065,741) $ (54,586,317) ________________ ________________ Earnings before extraordinary loss $ 78,377,742 $ 82,464,321 Extraordinary loss $ (765,601) $ (5,451,458) ________________ ________________ Net earnings $ 77,612,141 $ 77,012,863 ================= ================= Primary earnings per common share: From operations $ 0.60 $ 0.71 From extraordinary loss $ (0.01) $ (0.05) __________________ __________________ Primary net earnings per common share $ 0.59 $ 0.66 ================== =================== Fully diluted earnings per common share: From operations $ 0.60 $ 0.67 From extraordinary loss $ (0.01) $ (0.04) __________________ __________________ Fully diluted net earnings per common share $ 0.59 $ 0.63 ================== ================= Number of shares used in primary per share calculation: 131,144,299 115,390,904 Number of shares used in fully diluted per share calculation: 131,144,299 126,637,750 2Qtrs 2Qtrs 1996 1995 6/15/96 6/17/95 Sales $11,628,619,682 $11,117,844,200 4.6 ================ ================ EBITD $ 563,963,236 $ 548,933,855 2.7 Non-EBITD charges $ (8,000,000) $ (6,923,076) LIFO $ (7,000,000) $ (7,000,000) Interest $ (141,148,561) $ (149,962,768) Depreciation $ (155,997,159) $ (142,246,336) ________________ ________________ Pre-tax earnings before cumulative effect adjustment and extraordinary loss $ 251,817,516 $ 242,801,675 Tax expense $ (96,949,743) $ (95,860,947) ________________ _________________ Earnings before cumulative effect adjustment and extraordinary loss $ 154,867,773 $ 146,940,728 Extraordinary loss $ (1,849,715) $ (10,787,240) ________________ __________________ Net earnings $ 153,018,058 $ 136,153,488 ================ =================== Primary earnings (loss) per common share: From operations $ 1.19 $ 1.28 From extraordinary loss $ (0.01) $ (0.09) ________________ ____________________ Primary net earnings per common share $ 1.18 $ 1.19 ================ ==================== Fully diluted earnings (loss) per common share From operations $ 1.18 $ 1.19 From extraordinary loss $ (0.01) $ (0.09) ________________ ___________________ Fully diluted net earnings per common share $ 1.17 $ 1.10 ================= ==================== Number of shares used in primary per share calculations 130,670,428 115,191,270 Number of shares used in fully diluted per share calculations 130,877,501 126,458,520 __________________________ [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 from the adoption of FASB 106. Represents the after-tax loss from the early retirement of debt. # # # -----END PRIVACY-ENHANCED MESSAGE-----