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American Stores Company Announces Third Quarter 1998 Sales and Earnings

    SALT LAKE CITY, Nov. 24 /PRNewswire/ -- American Stores Company
(NYSE: ASC) today announced third quarter 1998 diluted earnings per share of
$0.29 compared to $0.22 in the third quarter of 1997, an increase of
31.8 percent.  Total sales increased 4.3 percent to $4.8 billion for the
quarter and comparable store sales increased 1.3 percent over the prior year
third quarter.
    Diluted earnings per share for the first thirty-nine weeks of 1998 were
$0.85 compared to $0.66 in the prior year.  The prior year first quarter
included non-recurring charges of $0.14 per share related to the secondary
offering of shares owned by the Company's former chairman and related parties
and the sale of a division of the Company's communications subsidiary.  For
the first thirty-nine weeks of 1998, total sales increased 3.6 percent and
comparable store sales increased 1.4 percent over the prior year.
    Comparable store sales in the Company's pharmacies increased 17.9 percent
for the third quarter 1998 and 16.6 percent for the thirty-nine weeks
year-to-date.  Total pharmacy sales increased by 22.1 percent for the third
quarter and 20.0 percent for the year-to-date.
    Gross profit margin in the third quarter increased 20 basis points to
26.8 percent compared to 26.6 percent in the prior year.  Operating and
administrative expenses as a percent of sales for the third quarter decreased
40 basis points to 22.7 percent compared to 23.1 percent in the prior year.
Operating profit as a percent of sales improved to 4.1 percent compared to
3.5 percent in the prior year third quarter.
    The Company opened 47 new stores, completed 49 remodels and closed
36 stores during the first thirty-nine weeks of 1998.  Compared to the end of
the prior year third quarter, retail square footage increased by 6.9 percent
before closures and 3.6 percent on a net basis after closures.
    Victor L. Lund, chairman and chief executive officer of American Stores
Company, said, "I am very pleased with our earnings performance for the
quarter.  We developed a comprehensive plan earlier this year designed to
deliver solid results in the second half.  Through sound execution, our plans
to increase sales and expand operating margins were successful."
    Mr. Lund also said, "We expect our fourth quarter to be strong.  We
continue to believe we will achieve our previously stated goal of increasing
1998 full year comparable earnings per share by 10 to 15 percent over the
prior year."
    As previously announced, American Stores Company entered into a definitive
merger agreement with Albertson's, Inc. (NYSE: ABS) on August 2, 1998.
Shareholders of American Stores and Albertson's approved the merger on
November 12, 1998.  The merger transaction is expected to close in early
1999 pending regulatory approvals and is subject to customary closing
conditions.  As described in the Joint Proxy Statement and Prospectus,
shareholder approval of the merger will result in the Company recognizing a
fourth quarter 1998 charge of approximately $150 million related to stock
options.  An additional charge related to stock options would be recognized
upon regulatory approval.  If the merger is consummated, the charges will be
non-cash.
    American Stores Company is one of the nation's largest food and drug
retailers.  It operates 1,568 stores in 26 states including 275 food and drug
combination stores, 530 supermarkets and 763 stand-alone drug stores.  The
Company operates 1,134 pharmacies within its stores.  Its stores operate under
the names Acme Markets, Jewel Food Stores, Lucky Stores, Osco Drug and Sav-on
drugs.

                            http://www.americanstores.com

    Cautionary Note:  This press release may contain certain forward-looking
statements about the future performance of the Company and about its pending
merger transaction which are based on management's assumptions and beliefs in
light of the information currently available to it.  The Company assumes no
obligation to update the information contained herein.  These forward-looking
statements are subject to uncertainties and other factors that could cause
actual results to differ materially from such statements including, but not
limited to: competitive practices and pricing in the food and drug industries
generally and particularly in the Company's principal markets; the
implementation of the Company's re-engineering initiatives in accordance with
the currently contemplated schedule and budget; the Company's relationship
with its employees and the terms of future collective bargaining agreements;
the costs and other effects of legal and administrative cases and proceedings;
the nature and extent of continued consolidation of the food and drug
industry; changes in the financial markets related to the cost of the
Company's capital; the ability of the Company to access the public debt and
equity markets to refinance indebtedness and fund the Company's capital
expenditure program on satisfactory terms; supply or quality control problems
with the Company's vendors; changes in the rate of inflation; changes in
economic conditions which affect the buying patterns of the Company's
customers; the ability of the Company and its vendors, financial institutions
and others to resolve Year 2000 processing issues in a timely manner; changes
in state or federal legislation or regulation; diversion of management's
attention from other business concerns to the assimilation of the merged
operations as contemplated by the pending merger transaction; uncertainties
and difficulties relating to the integration of the merged companies including
the assimilation and retention of employees, challenges in retaining customers
and potential adverse short-term effects on operating results; and delays or
obstacles in obtaining required regulatory approvals and/or other conditions
necessary to satisfactorily close the pending merger transaction.

                             AMERICAN STORES COMPANY
                       CONSOLIDATED STATEMENTS OF EARNINGS
                     (in thousands except per share amounts)
                                   (Unaudited)

                              13 Weeks Ended            39 Weeks Ended
                       October 31,   November 1,  October 31,   November 1,
                            1998        1997          1998          1997

    Sales               $4,847,756    $4,647,465  $14,670,458   $14,158,283
    Cost of merchandise
     sold               (3,543,005)   (3,412,766) (10,772,195)  (10,372,330)
    LIFO provision          (5,000)            0      (13,000)      (14,000)
    Gross profit         1,299,751     1,234,699    3,885,263     3,771,953
                             26.8%         26.6%        26.5%         26.6%
    Operating and
     administrative
     expenses           (1,102,028)   (1,073,231)  (3,300,533)   (3,217,134)
                            -22.7%        -23.1%       -22.5%        -22.7%
    Restructuring and
     Impairment                  0             0            0     (13,400)(a)
    Total operating
     expense            (1,102,028)   (1,073,231)  (3,300,533)   (3,230,534)
                            -22.7%        -23.1%       -22.5%        -22.8%
    Operating profit       197,723       161,468      584,730       541,419
                              4.1%          3.5%         4.0%          3.8%
    Interest income            737         1,256        2,556         4,109
    Interest expense       (57,050)      (54,432)    (176,138)     (161,937)
    Shareholder related
     expense                     0             0            0     (33,913)(b)
    Earnings before
     Income taxes          141,410       108,292      411,148       349,678
    Federal & state
     income taxes          (60,665)      (48,017)    (176,382)     (165,221)
    Net earnings           $80,745       $60,275     $234,766      $184,457

    Basic earnings per
     share                   $0.29         $0.22        $0.86         $0.67
    Diluted earnings
     per share               $0.29         $0.22        $0.85         $0.66
    Average shares -
     basic                 274,830       273,292      274,403       277,355
    Average shares -
     diluted               278,051       275,101      276,637       278,853
    Dividends per share      $0.09         $0.09        $0.27         $0.26


                      CONSOLIDATED CONDENSED BALANCE SHEETS

                            October 31, 1998        November 1, 1997
    Assets
    Inventory                  $1,753,633              $1,799,571
    Other current assets          485,587                 447,648
    Property, plant and
     equipment and capital
     leases, net                4,362,267               4,081,304
    Goodwill, net               1,586,651               1,625,169
    Other assets                  490,863                 383,143
                               $8,679,001              $8,336,835
    Liabilities and
     Shareholders' Equity
    Current maturities of
     long-term debt and
     capital leases               $41,828                $108,924
    Accounts payable            1,243,479               1,286,225
    Other current liabilities     714,315                 764,945
    Long-term debt and
     obligations under
     capital leases, less
     current maturities         3,335,799               3,022,962
    Other liabilities             847,067                 925,438
    Shareholders' equity        2,496,513               2,228,341
                               $8,679,001              $8,336,835
    Shares issued and
     outstanding                  274,920                 273,320

    (a) Charges related to the sale of a division of the Company's
        communications subsidiary.
    (b) Charges related to the secondary stock offering of shares held by the
        former Chairman and related parties.


                             AMERICAN STORES COMPANY
                        CONSOLIDATED CONDENSED CASH FLOWS
                              (Amounts in thousands)
                                   (Unaudited)

                                         39 Weeks Ended
                             October 31, 1998        November 1, 1997
    Cash Flows From Operating
     Activities:
    Net earnings                 $234,766                $184,457
    Adjustments to reconcile net
     earnings to net cash provided
     by operating activities:
    Depreciation and amortization 367,042                 347,561
    Net (gain) on asset sales     (12,935)                 (3,304)
    Changes in operating assets
     and liabilities             (204,633)                174,825
    Net cash provided by
     operating activities         384,240                 703,539

    Cash Flows From Investing
     Activities:
    Proceeds from the sale of
     assets                       104,648                  38,363
    Capital expenditures(a)      (522,147)               (700,099)
    Net cash used in investing
     activities                  (417,499)               (661,736)

    Cash Flows From Financing
     Activities:
    Issuance of debt              145,000                 500,000
    Other (decreases) in
     borrowing                    (69,226)                (51,918)
    Cash dividends                (74,022)                (72,443)
    Net repurchase of common stock      0               (454,086)(b)
    Other changes in equity        26,687                  34,985
    Net cash used in financing
     activities                    28,439                 (43,462)
    Net (decrease) in cash and
     cash equivalents              (4,820)                 (1,659)
    Cash and cash equivalents at
     beginning of period           47,794                  37,467
    Cash and cash equivalents at
     end of period                $42,974                 $35,808

    (a) Total capital expenditures, including the present value of new
        leases, were $231.2 million for the quarter and $629.7 million year-
        to-date ended October 31, 1998, and $345.5 million for the quarter
        and $842.1 million for year-to-date ended November 1, 1997.
    (b) Repurchased 24.4 million shares from the family of Mr. L.S. Skaggs
        and certain family and charitable trusts and issued 4.6 million
        shares for overallotments related to the secondary offering in April
        1997.

                                   STORE COUNT

                                  Stores   Stores
                    Beginning of  Opened/ Closed/    Format    End of
                      Quarter    Acquired   Sold  Conversions Quarter  Remodels
    Quarter Ended
     October 31, 1998
    Supermarkets         535          1      (7)       1       530        5
    Stand-alone drug
     stores              754         14      (5)       0       763       20
    Combination food &
     drug stores         270          6       0      (1)       275        6
    Net store count    1,559         21     (12)       0     1,568       31

                                   Stores  Stores
                     Beginning of  Opened/Closed/    Format     1998
                         Year     Acquired  Sold  Conversions   YTD    Remodels
    Year-to-date
     October 31, 1998
    Supermarkets         543          4    (18)        1       530       13
    Stand-alone drug
     Stores              752         27    (17)        1       763       24
    Combination food &
     drug stores         262         16     (1)      (2)       275       12
    Net store count    1,557         47    (36)        0     1,568       49


SOURCE American Stores Company




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    CONTACT:
    Dan Zvonek, Director of Investor and Public
    Relations of American Stores Company, 801-539-0112