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: February 8, 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 February 8, 1994, the Company released its earnings for the fourth
quarter and fiscal year 1993 in the form attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Other Exhibits--Earnings Release for Fourth Quarter and Fiscal
Year 1993
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Other Exhibits--Earnings Release for Fourth Quarter and Fiscal Year 1993
<PAGE>
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.
February 8, 1994 By (Paul Heldman)
Paul Heldman
Vice President, Secretary
and General Counsel
KROGER 1993 4TH QTR EARNINGS BEFORE EXTRAORDINARY ITEMS
UP 25.7 PERCENT
CINCINNATI, Ohio, February 8, 1994 --- The Kroger Co. said
today that 1993 fourth quarter earnings before an
extraordinary item rose 25.7 percent to $86.5 million,
compared to $68.8 million in the 1992 fourth quarter, which
contained an extra week. With an increase in the number of
shares, per share earnings on a fully diluted basis were the
same as the previous year at 71 cents.
After the extraordinary item of $3.8 million for the
retirement of debt, net earnings in the 1993 fourth quarter
were $82.7 million, or 68 cents per share fully diluted,
versus net earnings of $53.1 million, or 56 cents per share,
after an extraordinary item of $15.6 million in the previous
year's final quarter.
Fourth quarter 1993 operating cash flow -- pre-tax earnings
before interest, depreciation, LIFO and extraordinary items
- -- was $271.2 million, compared to $279.2 million in the
1992 fourth quarter, reflecting the extra week in 1992.
Sales totaled $5.4 billion, compared to $5.7 billion in
1992's fourth quarter. Adjusting 1992's sales for the extra
week and excluding sales from Kroger's San Antonio stores,
which were sold in mid-1993, sales in the 1993 fourth
quarter increased 3.8 percent.
Identical food store sales rose 1.1 percent in the fourth
quarter and 1.2 percent for all of 1993, excluding results
from Michigan, which experienced a work stoppage in 1992.
The Company said that identical food store sales in the
first five weeks of 1994 are up approximately 3 percent, due
to the favorable effect of weather-related factors.
For the full year 1993, earnings before an extraordinary
item and the cumulative effect of a change in accounting
totaled $170.8 million, or $1.50 per fully diluted share,
compared to earnings of $101.2 million, or $1.11 per share,
in 1992. After extraordinary charges for early debt
retirement and the cumulative effect of retirement-related
accounting, Kroger had a 1993 net loss of $12.2 million,
versus a net loss of $5.9 million in 1992. Operating cash
flow for the year rose 7.5 percent to $976.8 million, while
total sales increased to $22.4 billion from $22.1 billion.
Kroger said that both operating cash flow and sales for 1993
set all-time Company highs.
Kroger Chairman and Chief Executive Officer Joseph A.
Pichler said, "Kroger in 1993 was a better, smarter
organization in the way we bought and sold products,
operated our stores and warehouses and integrated our
management information systems to increase operating
efficiencies. These efficiencies helped reduce product
costs and enabled the Company to be the value-oriented
merchant that is so much in demand by customers."
Pichler stated that sales were especially robust in the
holiday period, and he added that private label sales
continued to outpace overall sales growth. He also noted
that the Company's seven-company convenience store group
enjoyed record sales and earnings for the year.
The Company said 1993 net interest expense declined 17.9
percent to $390 million. For 1994, Kroger said it was
lowering its interest expense estimates from $350-$360
million to $330 million to $340 million.
During 1993, capital expenditures totaled approximately
$376.1 million. Kroger expanded food store square footage,
excluding San Antonio, by 3.2 percent by completing 46 new
stores and expansions and 70 remodels. For 1994, the
Company expects to increase square footage by approximately
4-1/2 to 5 percent, by opening or expanding approximately 60
stores, completing 60-70 remodels and the acquisition of 10
AppleTree Stores in Houston in January.
THE KROGER CO.
SALES AND EARNINGS
4TH QUARTER 4TH QUARTER PERCENT
1993 1992 CHANGE
1/1/94 1/2/93
Sales $ 5,402,358,067 $ 5,700,788,900 (5.2)
EBITD (1) $ 271,188,098 $ 279,230,355 (2.9)
Non-EBITD
charges $ (4,500,000) $ n/a
LIFO $ 6,922,316 $ 6,057,400
Interest $ (78,497,246) $ (110,166,854)
Depreciation $ (62,883,827) $ (60,873,230)
Pre-tax earnings
before extraordinary
loss $ 132,229,341 $ 114,247,671
Tax expense $ (45,718,001) $ (45,454,416)
Earnings before
extraordinary
loss $ 86,511,340 $ 68,793,255
Extraordinary
loss (2) $ (3,820,151) $ (15,645,506)
Net earnings $ 82,691,189 $ 53,147,749
Primary earnings
per common share: (3)
From operations $0.79 $0.74
From extraordinary
loss (2) ($0.03) ($0.17)
Primary net earnings
per common share $0.76 $0.57
Fully-diluted earnings
per common share: (4)
From operations $0.71 $0.71
From extraordinary
loss (2) ($0.03) ($0.15)
Fully-diluted net earnings
per common share $0.68 $0.56
Average number of common shares
used in primary per share
calculation 110,182,912 92,341,325
Average number of common shares
used in fully-diluted per share
calculation 127,477,752 100,985,245
(1) EBITD represents pre-tax earnings before interest,
depreciation and LIFO as defined in the Company's Bank Credit
Agreement.
(2) Represents the after-tax loss from the early retirement of
debt.
(3) Primary earnings per common share equals net earnings
divided by the weighted average number of common shares
outstanding after giving effect to dilutive stock options.
(4) Fully-diluted earnings per common share equals net earnings
plus the after-tax interest incurred on the Company's 8 1/4
percent and 6 3/8 percent convertible securities of $2,446,762
in 1992 and $3,707,385 in 1993, divided by common shares
outstanding after giving effect to dilutive stock options and
shares assumed to be issued on conversion of the Company's
convertible securities.
4 QUARTERS 4 QUARTERS PERCENT
1993 1992 CHANGE
Sales $ 22,384,301,359 $ 22,144,587,903 1.1
EBITD(1) $ 976,791,604 $ 908,227,685 7.5
Non-EBITD
charges $ (42,225,000) n/a
LIFO $ 3,172,316 $ (8,142,600)
Interest $ (389,991,080) $ (474,848,647)
Depreciation $ (263,809,864) $ (251,821,607)
Pre-tax earnings before
extraordinary
loss $ 283,937,976 $ 173,414,831
Tax expense $ (113,132,952) $ (72,254,623)
Earnings before
extraordinary
loss $ 170,805,024 $ 101,160,208
Extraordinary
loss (2) $ (23,831,820) $ (107,102,896)
Cumulative effect of change
in accounting $ (159,192,961) n/a
Net earnings $ (12,219,757) $ (5,942,688)
Primary earnings (loss)
per common share: (3)
From operations $1.60 $1.11
From extraordinary
loss (2) ($0.22) ($1.17)
From cumulative effect
of change in accounting ($1.49) n/a
Primary net earnings (loss) per
common share ($0.11) ($0.06)
Fully-diluted earnings (loss)
per common share: (4)
From operations $1.50 $1.11
From extraordinary
loss (2) ($0.19) ($1.17)
From cumulative effect
of change in accounting ($1.28) n/a
Fully-diluted net earnings (loss)
per common share $0.03 ($0.06)
Average number of common shares used
in primary per share calculation
106,710,872 91,364,074
Average number of common shares used
in fully-diluted per share calculation
124,293,314 91,451,650
(1) EBITD represents pre-tax earnings before interest,
depreciation and LIFO as defined in the Company's Bank Credit
Agreement.
(2) Represents the after-tax loss from the early retirement of
debt.
(3) Primary earnings per common share equals net earnings
divided by the weighted average number of common shares
outstanding after giving effect to dilutive stock options.
(4) Fully-diluted earnings per common share equals net earnings
for 1992 and 1993 plus, for 1993, after-tax interest incurred on
the Company's 8 1/4 percent and 6 3/8 percent convertible
securities of $16,065,000 divided by common shares outstanding
after giving effect to dilutive stock options and, for 1993,
shares assumed to be issued on conversion of the Company's
convertible securities. The convertible securities were not
dilutive in 1992.
