UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report:  June 20, 2019

(Date of earliest event reported)

 

 

The Kroger Co.

(Exact name of registrant as specified in its charter)

 

Ohio

 

No. 1-303

 

31-0345740

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:  (513) 762-4000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on
which registered

Common Stock $1 par value

 

KR

 

NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 


 

Item 2.02                                            Results of Operations and Financial Condition.

 

On June 20, 2019, The Kroger Co. (NYSE:KR) issued a press release announcing its first quarter 2019 results.  Attached hereto as Exhibit 99.1, and filed herewith, is a copy of that release.

 

Item 7.01                                            Regulation FD Disclosure.

 

Kroger’s Alternative Profit streams are expected to contribute an estimated incremental $100 million in operating profit in 2019, compared to 2018. This is in line with year 2 Restock Kroger expectations. Kroger expects to continue to drive Alternative Profit growth, which will now be reflected primarily in total sales, flowing through gross margin and continuing to positively contribute to operating profit. (See discussion of reclassification below.)

 

By leveraging unique consumer-driven capabilities to create additional value for customers and shareholders, Kroger is creating a virtuous circle built upon the rich collection of proprietary data generated by the grocery business. Data gathered from the 96 percent of transactions tethered to the loyalty card is used to improve the customer experience and create new margin rich, asset-light business opportunities.

 

Kroger’s ecosystem fuels the growth of adjacent alternative profit streams like Kroger Personal Finance, customer data insights, and media businesses that are essential components of Restock Kroger. These businesses comprise a significant portion of Kroger’s overall alternative profit portfolio. They are dependent on a core supermarket business to deliver sustainable, long-term growth and profitability.

 

Ventures at various stages of incubation are also a component of the Alternative Profit portfolio, such as the recently-announced collaboration with Lindsay Goldberg to form PearlRock Partners, a platform to identify, invest in and help grow the next generation of leading consumer product brands. Initiatives like this are expected to have a minimal impact during Restock Kroger, but to become more meaningful beyond 2020.

 

 

Kroger Personal Finance .   Kroger Personal Finance (“KPF”) includes a broad array of consumer financial products and services including prepaid gift cards, lottery, money services and credit card services. These services are embedded within Kroger’s core supermarket operations and are primarily accounted for in total sales. Kroger is pursuing the opportunity to grow the KPF business through new product offerings and expansion of customer utilization rates which were 26.8 percent in 2018. This rate reflects the percentage of Kroger households that use at least one KPF service. Household utilization rates grew by 40 basis points in the first quarter of 2019 compared to the first quarter of 2018.

 

Media . Kroger Media enables advertisers to connect customers to value and content, both on property (ex. Kroger.com) and off property (non-Kroger digital sites), in a personalized way by utilizing our proprietary data. 84.51° offers national brands and their advertising agencies the opportunity to bridge media directly into commerce and precisely measure ad performance. Third-party entities do not have access to identifiable customer data. Media dollars are primarily accounted for in total sales, except in certain circumstances when they are netted against merchandise costs (“COGS”), similar to trade promotion. Growth

 

2


 

in media revenue has been driven by the continuous release of new ad units and increased digital traffic, with hundreds of consumer packaged goods companies investing in Kroger media assets.

 

Customer Data Insights . Customer Data Insights allow clients, advertisers and other businesses to better understand shopper behavior through retail performance measures. In turn, the insights can be used to accelerate category and brand performance. Third-party entities do not have access to identifiable customer data.

 

Reclassification Products and services related primarily to Kroger Personal Finance and Media, which were historically accounted for as an offset to operating, general and administrative expenses, starting with the Form 10-Q for the quarter ended May 25, 2019, are now classified as a component of sales, except for certain amounts in Media, which are netted against COGS. These prior-year amounts have been reclassified to conform to current-year presentation, which is consistent with Restock Kroger and view of the products and services as part of our core business strategy. This is more consistent with industry practice.

 

The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

The statements above contain certain statements that constitute “forward-looking statements” about the future performance, growth and profitability of the company, contributions, growth and other expectations about the company’s Alternative Profit Streams, the performance and success of Restock Kroger , including the contributions of Kroger Personal Finance, customer data insights, media businesses and other recently announced ventures to Restock Kroger, and the impact of the reclassification of Alternative Profit Streams on the company’s financial statements. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. The remarks contain certain forward-looking statements about the future performance of the Company. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as “accelerate,” “contribute,” “create,” “deliver,” “drive,” “estimate,” “expansion,” “expect,” “growth,” “meaningful,” “opportunity” and “pursuing,” and similar words used to discuss the company’s future expectations. Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in “Risk Factors” and “Outlook” in our annual report on Form 10-K for our last fiscal year and any subsequent filings. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow. Caution should be taken not to place undue reliance on the Company’s forward-looking statements, which represent the Company’s views only as of the date this report is filed. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)    Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated June 20, 2019

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated June 20, 2019

 

4


 

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 hereunto duly authorized.

 

 

The Kroger Co.

 

 

 

 

June 20, 2019

By:

/s/ Christine S. Wheatley

 

 

Christine S. Wheatley

 

 

Group Vice President, Secretary and General Counsel

 

5


Exhibit 99.1

 

 

Kroger Reports First Quarter 2019 Results

 

·                   EPS of $0.95; Adjusted EPS of $0.72

·                   Identical Sales without fuel grew 1.5% and digital sales grew 42%

·                   Achieved Operating Profit of $901 million; Adjusted FIFO Operating Profit of $957 million in line with Restock Kroger expectations

·                   Alternative profit streams on track to contribute an incremental $100 million in operating profit in 2019 vs. 2018

·                   Confirms Identical Sales, Operating Profit and EPS guidance for 2019

 

CINCINNATI, June 20, 2019 — The Kroger Co. (NYSE: KR) today reported its first quarter 2019 results and provided a  Restock Kroger   progress update on the company’s three-year transformation plan.

 

Comments from Chairman and CEO Rodney McMullen

 

“Because the retail industry is constantly transforming, we proactively launched Restock Kroger to deliver for our customers and shareholders. It all starts with our customer obsession, which is why Kroger is assembling a platform to deliver anything, anytime, anywhere.

 

We are building momentum in the second year of Restock Kroger , which is off to a solid start. The entire company is focused on redefining the grocery customer experience, improved upon by exciting partnerships that will create value. We are on track to generate the free cash flow and incremental adjusted FIFO operating profit that we committed to in 2019 as part of Restock Kroger . We are confident in our ability to deliver on our plans for the year and our long-term vision to serve America through food inspiration and uplift.”

 

1


 

Financial Results

 

Total company sales were $37.3 billion in the first quarter, compared to $37.7 billion for the same period last year. This decrease is due to the sale of Kroger’s convenience store business unit. Total sales, excluding fuel and the effect of selling the convenience store business unit, increased 2.0% from the same period last year.

 

Gross margin was 22.2% of sales for the first quarter. FIFO gross margin, excluding fuel, decreased 40 basis points from the same period last year , primarily due to industry-wide lower gross margin rates in pharmacy.

 

The Operating, General & Administrative costs, excluding fuel and the 2019 and 2018 Adjustment Items (see Table 6), decreased 12 basis points as a rate of sales, due to execution of Restock Kroger initiatives and planned real estate transactions during the quarter.

 

Operating profit was $901 million in the first quarter. Adjusted FIFO operating profit totaled $957 million in the first quarter (see Table 7).

 

GAAP net earnings were $0.95 per diluted share compared to $2.37 per diluted share in the same period last year.

 

Adjusted net earnings were $0.72 per diluted share, compared to $0.73 per diluted share in the same period last year (see Table 6).

 

Kroger did not adjust the rates as a percent of sales described above for the divestitures of the convenience store, YouTech and Turkey Hill Dairy businesses and the merger with Home Chef, because the effect was insignificant.

 

Financial Strategy

 

Kroger’s financial strategy is to use its free cash flow to drive growth while also maintaining its current investment grade debt rating and returning capital to shareholders. The company actively balances the use of its cash flow to achieve these goals.

 

Over the last four quarters, Kroger has used cash to:

 

·                   Invest a combined $589 million in Ocado securities and Home Chef,

 

·                   Contribute an incremental $185 million pre-tax to company-sponsored pension plans,

 

·                   Repurchase five million common shares for $216 million,

 

·                   Pay $440 million in dividends, and

 

·                   Invest $3.0 billion in capital, excluding mergers, acquisitions, and purchases of leased facilities.

 

Consistent with our financial strategy, Kroger reduced net total debt by $1.7 billion, since the end of fiscal year 2018. Kroger’s net total debt to adjusted EBITDA ratio is 2.54, down from 2.83 at the end of 2018 (see Table 5). The company’s net total debt to adjusted EBITDA ratio target range is 2.30 to 2.50.

 

2


 

2019 Guidance

 

 

 

IDS (%)

 

EPS ($)

 

Operating Profit
($B)

 

Tax Rate

 

Cap Ex
($B)

 

GAAP

 

N/A

 

$2.38 - $2.48

 

$2.9 - $3.0

 

23%

 

$3.0 - $3.2

 

Adjusted*

 

2.0% - 2.25%

 

$2.15 - $2.25

 

$2.9 - $3.0

 

22%

 

N/A

 

 


* Without adjusted items, if applicable; operating profit represents FIFO Operating Profit

 

First Quarter 2019 Restock Kroger Highlights

 

Redefine the Grocery Customer Experience

 

·                   Our Brands sales were up 3.3% vs. prior year, led by double digit growth in Simple Truth. Kroger also launched 219 new Our Brands items

·                   Expanded to 1,685 Pickup locations and 2,126 Delivery locations, covering over 93% of Kroger households

·                   Introduced test of new Home Chef retail meal solutions, including oven-ready options, Heat & Eat choices, and lunch kits

 

Partner for Customer Value

 

·                   Provided additional detail (https://www.thekrogerco.com/wp-content/uploads/2019/06/MDA-Alternative-Profit_FINAL.pdf) on Kroger’s alternative profit stream portfolio

·                   Formed PearlRock Partners (http://ir.kroger.com/file/Index?KeyFile=397935337), a new platform to identify, invest in and help grow the next generation of leading consumer product brands, with private investment firm Lindsay Goldberg

·                   Broke ground on first Kroger-Ocado center in Monroe, Ohio and named the location of the second customer fulfillment center (http://ir.kroger.com/file/Index?KeyFile=397164242)

·                   Completed sale of YouTech (http://ir.kroger.com/file/Index?KeyFile=397099214) to Inmar and established a long-term service agreement

·                   Completed sale of Turkey Hill (http://ir.kroger.com/file/Index?KeyFile=397700118) business

·                   Expanded Media business portfolio with new ad units, including a direct relationship with Pinterest (http://ir.kroger.com/file/Index?KeyFile=397118107) to bridge the journey between inspiration and purchase for both customers and advertisers

 

Develop Talent

 

·                   Earned perfect score of 100% on the Human Rights Campaign’s Corporate Equality Index and recognized as one of the Best Places to Work (http://ir.kroger.com/file/Index?KeyFile=397277699) for LGBTQ

·                   Kroger Technology (http://ir.kroger.com/file/Index?KeyFile=398358037) was named to Computerworld magazine’s Top 100 Best Places to Work in IT

·                   Yael Cosset, senior vice president and chief information officer, recognized by Business Insider as a top industry executive who’s transforming retail (https://www.businessinsider.com/10-people-transforming-retail-2019-3#yael-cosset-the-chief-digital-officer-at-kroger-is-reimagining-grocery-stores-for-shoppers-of-the-future-3)

·                   Colleen Lindholz, president of Kroger Health, recognized by Forbes (https://www.forbes.com/sites/juliabolayanju/2019/05/31/powerful-women-shaping-the-future-of-food) for her leadership in the food industry to impact communities and improve lives

·                   Fry’s President Monica Garnes named Progressive Grocer’s 2019 Trailblazer

 

3


 

Live Kroger’s Purpose

 

·                   Announced relationship with sustainability innovator Loop to pilot new reusable packaging system (http://ir.kroger.com/file/Index?KeyFile=398027263)

·                   Named a 2019 Engage for Good Gold Halo Award winner in the Best Environmental Initiative category for Zero Hunger | Zero Waste (https://c212.net/c/link/?t=0&l=en&o=2395308-1&h=2386866597&u=https%3A%2F%2Fwww.thekrogerco.com%2Fsustainability%2Fzero-hunger-zero-waste%2F&a=Zero+Hunger+%7C+Zero+Waste)

·                   Eliminated single-use plastic grocery bags (http://ir.kroger.com/file/Index?KeyFile=397211470) in the Pacific Northwest QFC division

 

At The Kroger Co. (NYSE: KR), we are dedicated to our Purpose: to  Feed the Human Spirit ® . We are nearly half a million associates who serve over 11 million customers daily through a seamless digital shopping experience and 2,761 retail food stores under a variety of banner names (https://c212.net/c/link/?t=0&l=en&o=2395308-1&h=962848187&u=https%3A%2F%2Fwww.thekrogerco.com%2Fabout-kroger%2Four-business%2Fgrocery-retail%2F&a=banner+names), serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities by 2025. To learn more about us, visit our newsroom (https://c212.net/c/link/?t=0&l=en&o=2395308-1&h=962758922&u=https%3A%2F%2Fwww.thekrogerco.com%2Fnewsroom%2F&a=newsroom) and investor relations site (https://c212.net/c/link/?t=0&l=en&o=2395308-1&h=3329926880&u=http%3A%2F%2Fir.kroger.com%2F&a=site).

 

Kroger’s first quarter 2019 ended on May 25, 2019.

 

Note: Fuel sales have historically had a low gross margin rate and operating expense rate as compared to corresponding rates on non-fuel sales. As a result, Kroger discusses the changes in these rates excluding the effect of fuel.

 

Please refer to the supplemental information presented in the tables for reconciliations of the non-GAAP financial measures used in this press release to the most comparable GAAP financial measure and related disclosure.

 

This press release contains certain statements that constitute “forward-looking statements” about the future performance of the company. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. The remarks contain certain forward-looking statements about the future performance of the Company. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as “ahead,” “believe,” “build,”  “committed,” “confident,” “continue,” “contribute,” “create,” “deliver,” “drive,” “estimate,” “expect,”  “future,” “guidance,” “headwind,” “improve,” “intend,” “momentum,” “optimistic,” “on track,” “proactive,”  “progress,” “solid,” “strategy,” “strength,” “tailwind,” “target,” “transformation,” “trend,” “upcoming,” “vision,”  and “will.” Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in “Risk Factors” and “Outlook” in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following:

 

·                   Kroger’s ability to achieve sales, earnings, incremental FIFO operating profit, and free cash flow goals may be affected by: labor negotiations or disputes; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, including non-traditional competitors, and the aggressiveness of that competition; Kroger’s response to these actions; the state of the economy, including interest rates, the inflationary and deflationary trends in certain commodities, changes in tariffs, and

 

4


 

the unemployment rate; the effect that fuel costs have on consumer spending; volatility of fuel margins; changes in government-funded benefit programs; manufacturing commodity costs; diesel fuel costs related to Kroger’s logistics operations; trends in consumer spending; the extent to which Kroger’s customers exercise caution in their purchasing in response to economic conditions; the uncertain pace of economic growth; changes in inflation or deflation in product and operating costs; stock repurchases; Kroger’s ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger’s ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger’s future growth plans; the ability to execute on Restock Kroger ; and the successful integration of merged companies and new partnerships. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.

 

·                   Kroger’s ability to achieve these goals may also be affected by Kroger’s ability to manage the factors identified above. Kroger’s ability to execute its financial strategy may be affected by its ability to generate cash flow.

 

·                   Kroger’s effective tax rate may differ from the expected rate due to changes in laws, the status of pending items with various taxing authorities, and the deductibility of certain expenses.

 

Kroger assumes no obligation to update the information contained herein. Please refer to Kroger’s reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.

 

Note: Kroger’s quarterly conference call with investors will broadcast live at 10 a.m. (ET) on June 20, 2019 at ir.kroger.com (http://ir.kroger.com/). An on-demand replay of the webcast will be available at approximately 1 p.m. (ET) on Thursday, June 20, 2019.

 

5


 

Table 1.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

(unaudited)

 

 

 

FIRST QUARTER

 

 

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

SALES

 

$

37,251

 

100.0

%

$

37,722

 

100.0

%

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

MERCHANDISE COSTS, INCLUDING ADVERTISING, WAREHOUSING AND TRANSPORTATION (a), AND LIFO CHARGE (b)

 

28,983

 

77.8

 

29,419

 

78.0

 

OPERATING, GENERAL AND ADMINISTRATIVE (a)

 

6,314

 

17.0

 

6,257

 

16.6

 

RENT

 

274

 

0.7

 

276

 

0.7

 

DEPRECIATION AND AMORTIZATION

 

779

 

2.1

 

741

 

2.0

 

 

 

 

 

 

 

 

 

 

 

OPERATING PROFIT

 

901

 

2.4

 

1,029

 

2.7

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

(197

)

(0.5

)

(192

)

(0.5

)

NON-SERVICE COMPONENT OF COMPANY-SPONSORED PENSION PLAN COSTS

 

3

 

0.0

 

(10

)

(0.0

)

MARK TO MARKET GAIN ON OCADO SECURITIES

 

106

 

0.3

 

36

 

0.1

 

GAIN ON SALE OF BUSINESSES

 

176

 

0.5

 

1,771

 

4.7

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS BEFORE INCOME TAX EXPENSE

 

989

 

2.7

 

2,634

 

7.0

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE

 

226

 

0.6

 

616

 

1.6

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS INCLUDING NONCONTROLLING INTERESTS

 

763

 

2.1

 

2,018

 

5.4

 

 

 

 

 

 

 

 

 

 

 

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

(9

)

 

(8

)

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

 

$

772

 

2.1

%

$

2,026

 

5.4

%

 

 

 

 

 

 

 

 

 

 

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER BASIC COMMON SHARE

 

$

0.96

 

 

 

$

2.39

 

 

 

 

 

 

 

 

 

 

 

 

 

AVERAGE NUMBER OF COMMON SHARES USED IN BASIC CALCULATION

 

798

 

 

 

839

 

 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER DILUTED COMMON SHARE

 

$

0.95

 

 

 

$

2.37

 

 

 

 

 

 

 

 

 

 

 

 

 

AVERAGE NUMBER OF COMMON SHARES USED IN DILUTED CALCULATION

 

805

 

 

 

846

 

 

 

 

 

 

 

 

 

 

 

 

 

DIVIDENDS DECLARED PER COMMON SHARE

 

$

0.140

 

 

 

$

0.125

 

 

 

 


Note:      Certain percentages may not sum due to rounding.

 

Note:                   The Company defines First-In First-Out (FIFO) gross profit as sales minus merchandise costs, including advertising, warehousing and transportation, but excluding the Last-In First-Out (LIFO) charge.

 

The Company defines FIFO gross margin, as described in the earnings release, as FIFO gross profit divided by sales.

 

The Company defines FIFO operating profit as operating profit excluding the LIFO charge.

 

The Company defines FIFO operating margin, as described in the earnings release, as FIFO operating profit divided by sales.

 

The above FIFO financial metrics are important measures used by management to evaluate operational effectiveness.  Management believes these FIFO financial metrics are useful to investors and analysts because they measure our day-to-day operational effectiveness.

 

(a)                                  Merchandise costs (“COGS”) and operating, general and administrative expenses (“OG&A”) exclude depreciation and amortization expense and rent expense which are included in separate expense lines.

 

(b)                                  LIFO charges of $15 were recorded in the first quarters of 2019 and 2018.

 

Note:                   Products and services related primarily to Kroger Personal Finance and Media, which were historically accounted for as an offset to OG&A, are now classified as a component of sales, except for certain amounts in Media, which are netted against COGS. These prior-year amounts have been reclassified to conform to current-year presentation, which is consistent with our Restock Kroger initiative and view of the products and services as part of our core business strategy.  This is also more consistent with industry practice.

 


 

Table 2.

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)

 

 

 

May 25,

 

May 26,

 

 

 

2019

 

2018

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

 

$

365

 

$

315

 

Temporary cash investments

 

44

 

376

 

Store deposits in-transit

 

1,066

 

1,053

 

Receivables

 

1,560

 

1,583

 

Inventories

 

6,707

 

6,387

 

Assets held for sale

 

 

42

 

Prepaid and other current assets

 

420

 

530

 

 

 

 

 

 

 

Total current assets

 

10,162

 

10,286

 

 

 

 

 

 

 

Property, plant and equipment, net

 

21,661

 

21,195

 

Operating lease assets

 

6,819

 

 

Intangibles, net

 

1,123

 

1,100

 

Goodwill

 

3,087

 

2,925

 

Other assets

 

1,467

 

1,055

 

 

 

 

 

 

 

Total Assets

 

$

44,319

 

$

36,561

 

 

 

 

 

 

 

LIABILITIES AND SHAREOWNERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Current portion of long-term debt including obligations under finance leases

 

$

1,453

 

$

2,242

 

Current portion of operating lease liabilities

 

682

 

 

Trade accounts payable

 

6,423

 

6,202

 

Accrued salaries and wages

 

1,078

 

1,011

 

Liabilities held for sale

 

 

18

 

Other current liabilities

 

3,939

 

4,003

 

 

 

 

 

 

 

Total current liabilities

 

13,575

 

13,476

 

 

 

 

 

 

 

Long-term debt including obligations under finance leases

 

12,016

 

12,059

 

Noncurrent operating lease liabilities

 

6,420

 

 

Deferred income taxes

 

1,484

 

1,590

 

Pension and postretirement benefit obligations

 

485

 

789

 

Other long-term liabilities

 

1,807

 

1,706

 

 

 

 

 

 

 

Total Liabilities

 

35,787

 

29,620

 

 

 

 

 

 

 

Shareowners’ equity

 

8,532

 

6,941

 

 

 

 

 

 

 

Total Liabilities and Shareowners’ Equity

 

$

44,319

 

$

36,561

 

 

 

 

 

 

 

Total common shares outstanding at end of period

 

798

 

796

 

Total diluted shares year-to-date

 

805

 

846

 

 


Note:                   The Company adopted ASU 2016-02, “Leases,” and related amendments as of February 3, 2019 under the modified retrospective approach and has not revised comparative periods.

 


 

Table 3.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

 

 

 

YEAR-TO-DATE

 

 

 

2019

 

2018

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net earnings including noncontrolling interests

 

$

763

 

$

2,018

 

Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

779

 

741

 

Operating lease amortization

 

197

 

 

LIFO charge

 

15

 

15

 

Stock-based employee compensation

 

48

 

45

 

Expense for Company-sponsored pension plans

 

11

 

27

 

Deferred income taxes

 

(73

)

17

 

Gain on sale of businesses

 

(176

)

(1,771

)

Gain on the sale of property

 

(57

)

 

Mark to market gain on Ocado securities

 

(106

)

(36

)

Other

 

(29

)

 

Changes in operating assets and liabilities, net of effects from mergers and disposals of businesses:

 

 

 

 

 

Store deposits in-transit

 

115

 

108

 

Receivables

 

33

 

(123

)

Inventories

 

124

 

134

 

Prepaid and other current assets

 

86

 

307

 

Trade accounts payable

 

364

 

345

 

Accrued expenses

 

(18

)

43

 

Income taxes receivable and payable

 

63

 

558

 

Operating lease liabilities

 

(146

)

 

Proceeds from contract associated with the sale of business

 

295

 

 

Other

 

(20

)

(60

)

 

 

 

 

 

 

Net cash provided by operating activities

 

2,268

 

2,368

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Payments for property and equipment

 

(901

)

(758

)

Proceeds from sale of assets

 

117

 

47

 

Purchases of stores

 

 

(44

)

Net proceeds from sale of businesses

 

326

 

2,142

 

Other

 

(6

)

(38

)

 

 

 

 

 

 

Net cash (used) provided by investing activities

 

(464

)

1,349

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from issuance of long-term debt

 

9

 

1,010

 

Payments on long-term debt including obligations under finance leases

 

(1,013

)

(214

)

Net payments on commercial paper

 

(700

)

(2,120

)

Dividends paid

 

(113

)

(110

)

Proceeds from issuance of capital stock

 

12

 

10

 

Treasury stock purchases

 

(15

)

(1,809

)

Other

 

(4

)

(140

)

 

 

 

 

 

 

Net cash used by financing activities

 

(1,824

)

(3,373

)

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS

 

(20

)

344

 

 

 

 

 

 

 

CASH AND TEMPORARY CASH INVESTMENTS:

 

 

 

 

 

BEGINNING OF YEAR

 

429

 

347

 

END OF PERIOD

 

$

409

 

$

691

 

 

 

 

 

 

 

Reconciliation of capital investments:

 

 

 

 

 

Payments for property and equipment

 

$

(901

)

$

(758

)

Changes in construction-in-progress payables

 

25

 

(91

)

Total capital investments

 

$

(876

)

$

(849

)

 

 

 

 

 

 

Disclosure of cash flow information:

 

 

 

 

 

Cash paid during the year for interest

 

$

115

 

$

124

 

Cash paid during the year for income taxes

 

$

231

 

$

36

 

 


 

Table 4. Supplemental Sales Information

(in millions, except percentages)

(unaudited)

 

Items identified below should not be considered as alternatives to sales or any other GAAP measure of performance.  Identical sales is an industry-specific measure and it is important to review it in conjunction with Kroger’s financial results reported in accordance with GAAP.  Other companies in our industry may calculate identical sales differently than Kroger does, limiting the comparability of the measure.

 

IDENTICAL SALES (a)

 

 

 

FIRST QUARTER

 

 

 

2019

 

2018

 

 

 

 

 

 

 

EXCLUDING FUEL

 

$

32,133

 

$

31,670

 

 

 

 

 

 

 

EXCLUDING FUEL

 

1.5

%

1.9

%

 


(a)          Kroger defines identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations, Kroger Specialty Pharmacy businesses, jewelry and ship-to-home solutions.  Kroger defines a supermarket as identical when it has been in operation without expansion or relocation for five full quarters.  Additionally, sales from all acquired businesses are treated as identical as if they were part of the Company in the prior year.  Products and services related primarily to Kroger Personal Finance, which were historically accounted for as an offset to OG&A, are now classified as a component of sales. These prior-year amounts have been reclassified to conform to current-year presentation and included in identical sales in 2019 and 2018, which is consistent with our Restock Kroger initiative and view of the products and services as part of our core business strategy.  This is also more consistent with industry practice.  This change affected identical sales by 3 and 5 basis points in 2019 and 2018, respectively.

 


 

Table 5.  Reconciliation of Net Total Debt and

Net Earnings Attributable to The Kroger Co. to Adjusted EBITDA

(in millions, except for ratio)

(unaudited)

 

The items identified below should not be considered an alternative to any GAAP measure of performance or access to liquidity.  Net total debt to adjusted EBITDA is an important measure used by management to evaluate the Company’s access to liquidity.  The items below should be reviewed in conjunction with Kroger’s financial results reported in accordance with GAAP.

 

The following table provides a reconciliation of net total debt.

 

 

 

May 25,

 

May 26,

 

 

 

 

 

2019

 

2018

 

Change

 

 

 

 

 

 

 

 

 

Current portion of long-term debt including obligations under finance leases

 

$

1,453

 

$

2,242

 

$

(789

)

Long-term debt including obligations under finance leases

 

12,016

 

12,059

 

(43

)

 

 

 

 

 

 

 

 

Total debt

 

13,469

 

14,301

 

(832

)

 

 

 

 

 

 

 

 

Less: Temporary cash investments

 

44

 

376

 

(332

)

Less: Prepaid employee benefits

 

 

2

 

(2

)

 

 

 

 

 

 

 

 

Net total debt

 

$

13,425

 

$

13,923

 

$

(498

)

 

The following table provides a reconciliation from net earnings attributable to The Kroger Co. to adjusted EBITDA, as defined in the Company’s credit agreement, on a rolling four quarter 52 week basis.

 

 

 

 

Rolling Four Quarters Ended

 

 

 

May 25,

 

May 26,

 

 

 

2019

 

2018

 

 

 

 

 

 

 

Net earnings attributable to The Kroger Co.

 

$

1,856

 

$

3,630

 

LIFO charge (credit)

 

29

 

(18

)

Depreciation and amortization

 

2,503

 

2,441

 

Interest expense

 

625

 

614

 

Income tax expense

 

510

 

63

 

Adjustments for pension plan agreements

 

227

 

338

 

Adjustment for Kroger Specialty Pharmacy goodwill impairment

 

 

110

 

Adjustment for company-sponsored pension plan termination

 

 

502

 

Adjustment for mark to market gain on Ocado securities

 

(298

)

(36

)

Adjustment for gain on sale of convenience store business

 

(11

)

(1,771

)

Adjustment for gain on sale of Turkey Hill Dairy

 

(106

)

 

Adjustment for gain on sale of You Technology

 

(70

)

 

Adjustment for contingent consideration

 

9

 

 

Adjustment for loss on settlement of financial instrument

 

42

 

 

53rd week EBITDA adjustment

 

 

(131

)

Other

 

(23

)

(13

)

 

 

 

 

 

 

Adjusted EBITDA

 

$

5,293

 

$

5,729

 

 

 

 

 

 

 

Net total debt to adjusted EBITDA ratio on a 52 week basis

 

2.54

 

2.43

 

 


 

Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items

(in millions, except per share amounts)

(unaudited)

 

The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on net earnings per diluted common share for certain items described below.  Items identified in this table should not be considered alternatives to net earnings attributable to The Kroger Co. or any other GAAP measure of performance.  These items should not be reviewed in isolation or considered substitutes for the Company’s financial results as reported in accordance with GAAP.  Due to the nature of these items, as further described below, it is important to identify these items and to review them in conjunction with the Company’s financial results reported in accordance with GAAP.

 

The following table summarizes items that affected the Company’s financial results during the periods presented.

 

 

 

FIRST QUARTER

 

 

 

2019

 

2018

 

 

 

 

 

 

 

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO.

 

$

772

 

$

2,026

 

 

 

 

 

 

 

ADJUSTMENTS FOR PENSION PLAN AGREEMENTS (a)(b)

 

44

 

(10

)

ADJUSTMENT FOR GAIN ON SALE OF CONVENIENCE STORE BUSINESS (a)(c)

 

 

(1,352

)

ADJUSTMENT FOR GAIN ON SALE OF TURKEY HILL DAIRY (a)(d)

 

(80

)

 

ADJUSTMENT FOR GAIN ON SALE OF YOU TECHNOLOGY (a)(e)

 

(52

)

 

ADJUSTMENT FOR MARK TO MARKET GAIN ON OCADO SECURITIES (a)(f)

 

(80

)

(27

)

ADJUSTMENT FOR DEPRECIATION RELATED TO HELD FOR SALE ASSETS (a)(g)

 

 

(11

)

ADJUSTMENT FOR CONTINGENT CONSIDERATION (a)(h)

 

(18

)

 

 

 

 

 

 

 

2019 AND 2018 ADJUSTMENT ITEMS

 

(186

)

(1,400

)

 

 

 

 

 

 

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. EXCLUDING THE ADJUSTMENT ITEMS ABOVE

 

$

586

 

$

626

 

 

 

 

 

 

 

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER DILUTED COMMON SHARE

 

$

0.95

 

$

2.37

 

 

 

 

 

 

 

ADJUSTMENTS FOR PENSION PLAN AGREEMENTS (i)

 

0.05

 

(0.01

)

ADJUSTMENT FOR GAIN ON SALE OF CONVENIENCE STORE BUSINESS (i)

 

 

(1.59

)

ADJUSTMENT FOR GAIN ON SALE OF TURKEY HILL DAIRY (i)

 

(0.10

)

 

ADJUSTMENT FOR GAIN ON SALE OF YOU TECHNOLOGY (i)

 

(0.06

)

 

ADJUSTMENT FOR MARK TO MARKET GAIN ON OCADO SECURITIES (i)

 

(0.10

)

(0.03

)

ADJUSTMENT FOR DEPRECIATION RELATED TO HELD FOR SALE ASSETS (i)

 

 

(0.01

)

ADJUSTMENT FOR CONTINGENT CONSIDERATION (i)

 

(0.02

)

 

 

 

 

 

 

 

2019 AND 2018 ADJUSTMENT ITEMS

 

(0.23

)

(1.64

)

 

 

 

 

 

 

NET EARNINGS ATTRIBUTABLE TO THE KROGER CO. PER DILUTED COMMON SHARE EXCLUDING THE ADJUSTMENT ITEMS ABOVE

 

$

0.72

 

$

0.73

 

 

 

 

 

 

 

AVERAGE NUMBER OF COMMON SHARES USED IN DILUTED CALCULATION

 

805

 

846

 

 


 

Table 6. Net Earnings Per Diluted Share Excluding the Adjustment Items (continued)

(in millions, except per share amounts)

(unaudited)

 


(a)                                  The amounts presented represent the after-tax effect of each adjustment.

 

(b)                                  The pre-tax adjustments for pension plan agreements were $59 and $(13) in the first quarters of 2019 and 2018, respectively.

 

(c)                                 The pre-tax adjustment for gain on sale of convenience store business was ($1,771).

 

(d)                                The pre-tax adjustment for gain on sale of Turkey Hill Dairy was ($106).

 

(e)                                 The pre-tax adjustment for gain on sale of You Technology was ($70).

 

(f)                                  The pre-tax adjustment for mark to market gain on Ocado securities was ($106) and ($36) in the first quarters of 2019 and 2018, respectively.

 

(g)                                 The pre-tax adjustment for depreciation related to held for sale assets was ($14).

 

(h)                                  The pre-tax adjustment for contingent consideration was $(24).

 

(i)                                      The amounts presented represent the net earnings per diluted common share effect of each adjustment.

 

Note:                   2019 First Quarter Adjustment Items include adjustments for pension plan agreements, the gain on sale of Turkey Hill Dairy, the gain on sale of You Technology, the mark to market gain on Ocado securities and a contingent consideration adjustment.

 

2018 First Quarter Adjustment Items include adjustments for pension plan agreements, the gain on sale of convenience store business, the mark to market gain on Ocado securities and depreciation related to held for sale assets.

 


 

Table 7. Operating Profit Excluding the Adjustment Items

(in millions)

(unaudited)

 

The purpose of this table is to better illustrate comparable operating results from our ongoing business, after removing the effects on operating profit for certain items described below.  Items identified in this table should not be considered alternatives to operating profit or any other GAAP measure of performance.  These items should not be reviewed in isolation or considered substitutes for the Company’s financial results as reported in accordance with GAAP.  Due to the nature of these items, as further described below, it is important to identify these items and to review them in conjunction with the Company’s financial results reported in accordance with GAAP.

 

The following table summarizes items that affected the Company’s financial results during the periods presented.

 

 

 

FIRST QUARTER

 

 

 

2019

 

2018

 

 

 

 

 

 

 

Operating profit

 

$

901

 

$

1,029

 

LIFO charge

 

15

 

15

 

 

 

 

 

 

 

FIFO Operating profit

 

916

 

1,044

 

 

 

 

 

 

 

Adjustments for pension plan agreements

 

59

 

(13

)

Adjustment for depreciation related to held for sale assets

 

 

(14

)

Adjustment for contingent consideration

 

(24

)

 

Other

 

6

 

5

 

 

 

 

 

 

 

2019 and 2018 Adjustment items

 

41

 

(22

)

 

 

 

 

 

 

Adjusted FIFO operating profit excluding the adjustment items above

 

$

957

 

$

1,022

 

 


 

Table 8. 2018 Sales Reclassification

(in millions)

(unaudited)

 

Products and services related primarily to Kroger Personal Finance and Media, which were historically accounted for as an offset to OG&A, are now classified as a component of sales, except for certain amounts in Media, which are netted against COGS. These prior-year amounts have been reclassified to conform to current-year presentation, which is consistent with our Restock Kroger initiative and view of the products and services as part of our core business strategy.  This is also more consistent with industry practice.

 

The following table summarizes the Company’s 2018 sales reclassification:

 

 

 

FIRST QUARTER AS
PREVIOUSLY
STATED

 

RECLASSIFICATION

 

RECLASSIFIED FIRST
QUARTER

 

 

 

2018

 

2018

 

2018

 

 

 

 

 

 

 

 

 

SALES

 

$

37,530

 

$

192

 

$

37,722

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

MERCHANDISE COSTS, INCLUDING ADVERTISING, WAREHOUSING AND TRANSPORTATION, AND LIFO CHARGE

 

29,362

 

57

 

29,419

 

OPERATING, GENERAL AND ADMINISTRATIVE

 

6,122

 

135

 

6,257

 

RENT

 

276

 

 

276

 

DEPRECIATION AND AMORTIZATION

 

741

 

 

741

 

 

 

 

 

 

 

 

 

OPERATING PROFIT

 

$

1,029

 

$

 

$

1,029