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 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 July 18, 1995, the Company released its earnings
for the second 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
Second Quarter 1995
<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.
July 18, 1995 By (Paul W. Heldman)
-----------------
Paul W. Heldman
Vice President,
Secretary and General
Counsel
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
- -------
99.1 Other Exhibits--Earnings Release for Second Quarter
1995
EXHIBIT 99.1
------------
KROGER 2ND QTR OPER NET PER SHARE:
67 CENTS VS. 57 CENTS
CINCINNATI, Ohio, July 18, 1995 --- The Kroger Co. said today
that earnings before extraordinary charges in the 1995 second
quarter rose to a record $82.5 million, or 67 cents per share
on a fully diluted basis, compared to $70.0 million, or 57
cents per share, in the 1994 second quarter.
Operating cash flow -- earnings before interest, taxes,
depreciation and LIFO -- also set a record for the quarter,
increasing 11.8 percent to $292.1 million from $261.2 million
for the same period in the prior year.
After the extraordinary charge from the early retirement of
debt, net earnings in the second quarter totaled $77.0
million, or 63 cents per share fully diluted, compared to
$67.3 million, or 55 cents per share fully diluted, in last
year's second quarter.
Total sales in the quarter increased 4.8 percent to a new high
of $5.65 billion. Supermarket sales increased a robust 5.2
percent. Identical food store sales increased 1.5 percent in
the second quarter and were strong across most divisions.
In the 1995 first half, Kroger opened or expanded 30 stores,
which is on target with the Company's strategy to expand
retail square footage by 5 percent in 1995. In the second
half, Kroger expects to complete 55 to 60 new store projects
and expansions.
Kroger's net interest expense in the second quarter was $74.6
million. Net long-term debt at the end of the second quarter
was $3.65 billion, a decrease of $272.5 million from the
previous year's second quarter. Net operating working
capital declined $199.6 million to $53.7 million, its lowest
level ever.
Joseph A. Pichler, Chairman and Chief Executive Officer, said
the second quarter performance reflected the favorable impact
of the Company's strategy of emphasizing growth in existing
assets, cost reductions through technology and logistics, and
accelerated growth in square footage.
"Kroger is sustaining its record-setting performance by
controlling distribution and logistics costs through the
implementation of new technologies, by strong sales in
existing stores, and by achieving better than expected sales
in newly opened stores," Pichler said. "We are very pleased
by the sales and earnings performance of our new stores. They
are exceeding projections," he added.
In the first half, operating cash flow increased 10.1 percent
to $548.9 million, and sales increased 3.7 percent to $11.1
billion. Identical food store sales through the first half
were up 1.3 percent over the prior year's first half.
Separately, Kroger said it negotiated a revision of its bank
credit agreement with its senior lenders. The revision
extends the maturity of the Company's $1.75 billion bank loan
by one year to 2002 and reduces borrowing costs if certain
financial ratios are achieved.
The Kroger Co.
Sales and Earnings
2nd Qtr 2nd Qtr Percent
1995 1994 Change
6/17/95 6/18/94
------- ------- -------
Sales $5,652,889,819 $5,394,228,355 4.8
============== ============== ======
EBITD <F1> $ 292,056,365 $ 261,170,719 11.8
Non-EBITD
charges <F2> $ (3,461,538) $ (4,500,000)
LIFO $ (3,500,000) $ (3,000,000)
Interest $ (74,638,817) $ (75,008,364)
Depreciation
$ (73,405,372) $ (64,383,531)
--------------- ---------------
Pre-tax earnings
before extraordinary
loss $ 137,050,638 $ 114,278,824
Tax expense
$ (54,586,317) $ (44,300,337)
--------------- ---------------
Earnings before
extraordinary
loss $ 82,464,321 $ 69,978,487
Extraordinary
loss <F3> $ (5,451,458) $ (2,645,544)
---------------- ---------------
Net earnings
$ 77,012,863 $ 67,332,943
=============== ===============
Primary earnings per
common share:
From operations
$ 0.71 $ 0.62
From extraordinary
loss <F3> $ (0.05) $ (0.02)
--------------- ---------------
Primary net earnings
per common share
$ 0.66 $ 0.60
=============== ================
Fully-diluted earnings
per common share:
From operations
$ 0.67 $ 0.57
From extraordinary
loss <F3> $ (0.04) $ (0.02)
--------------- ---------------
Fully-diluted net earnings
per common share
$ 0.63 $ 0.55
=============== ================
Number of shares
used in primary per share
calculation 115,390,904 112,966,394
Number of shares
used in fully-diluted
per share
calculation 126,637,750 130,271,502
<PAGE>
2 Qtrs 2 Qtrs Percent
1995 1994 Change
6/17/95 6/18/94
--------------- --------------- -------
Sales $11,117,844,200 $10,723,032,262 3.7
=============== =============== =======
EBITD <F1> $ 548,933,855 $ 498,718,562 10.1
Non-EBITD
charges <F2> $ (6,923,076) $ (9,000,000)
LIFO $ (7,000,000) $ (6,500,000)
Interest $ (149,962,768) $ (151,039,852)
Depreciation $ (142,246,336) $ (126,693,700)
---------------- ----------------
Pre-tax earnings before
extraordinary loss
$ 242,801,675 $ 205,485,010
Tax expense $ (95,860,947) $ (79,816,711)
---------------- ----------------
Earnings before
extraordinary loss
$ 146,940,728 $ 125,668,299
Extraordinary
loss <F3> $ (10,787,240) $ (10,977,622)
---------------- ---------------
Net earnings $ 136,153,488 $ 114,690,677
================ ===============
Primary earnings per
common share:
From operations
$ 1.28 $ 1.12
From extraordinary
loss <F3> $ (0.09) $ (0.10)
--------------- ---------------
Primary net earnings
per common share
$ 1.19 $ 1.02
=============== ===============
Fully-diluted earnings
per common share:
From operations
$ 1.19 $ 1.02
From extraordinary
loss <F3> $ (0.09) $ (0.08)
--------------- ---------------
Fully-diluted net earnings
per common share:
$ 1.10 $ 0.94
=============== ================
Number of shares
used in primary per share
calculations 115,191,270 112,444,812
Number of shares
used in fully-diluted
per share
calculation 126,458,520 129,962,861
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<F1> EBITD represents pre-tax earnings before interest,
depreciation and LIFO as defined in the Company's Bank Credit
Agreement.
<F2> Represents the additional quarterly charge from the
adoption of FASB 106.
<F3> Represents the after-tax loss from the early retirement
of debt.
