Harris Teeter's fiscal Q4 earnings dip 7.3% from a year ago to US$21.2M as sales rise 4.5% to US$1.19B, comparable-store sales increase 1.49%; for fiscal 2013, earnings up 30.8% to US$107.9M, sales up 3.8% to US$4.71B, comparable-store sales up 2.23%

Cindy Allen

MATTHEWS, North Carolina , November 1, 2013 (press release) – Harris Teeter Supermarkets, Inc. ( HTSI) (the “Company”) today reported that sales for the 52 weeks ended October 1, 2013 increased by 3.8% to $4.71 billion from $4.54 billion in fiscal 2012. Sales for the fourth quarter of fiscal 2013 increased by 4.5% to $1.19 billion from $1.14 billion in the fourth quarter of fiscal 2012. The increase in sales for the year and quarter was driven by an increase in comparable store sales and sales from new stores, partially offset by store closings. Comparable store sales increased by 2.23% for the year, and 1.49% for the fourth quarter of fiscal 2013, from the respective comparable periods of fiscal 2012.

During fiscal 2013, the Company opened nine new stores, two of which were the stores acquired from Lowe’s Food Stores, Inc. (“Lowes Foods”) in 2012 that were re-opened under a new format and banner - “201central,” and one of which replaced a store previously closed, and closed one store that will be replaced with a new store to be opened in fiscal 2014, for a net addition of eight stores. The Company operated 216 stores as of the end of fiscal 2013 and retail square footage increased by 4.2% in fiscal 2013, as compared to an increase of 4.5% in fiscal 2012.

On July 8, 2013, the Company and The Kroger Co. (“Kroger”) entered into a definitive merger agreement under which Kroger will acquire all outstanding shares of the Company for $49.38 per share in cash (“The Merger Agreement”). The terms of the Merger Agreement were approved by the Boards of Directors of both companies and has been approved by the Company’s shareholders; however, it remains subject to regulatory approvals (including under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended) and other customary closing conditions, and is expected to close in the fourth quarter of calendar year 2013.

On September 12, 2013, the Company announced that its operating subsidiary, Harris Teeter, Inc. entered into an agreement with Greenbax Enterprises, Inc. and certain of its subsidiaries (“Piggly Wiggly”) to purchase six Piggly Wiggly store locations and one future store location in the Charleston, S.C. area (the “Piggly Wiggly Acquisition”). The acquisition was completed during the first quarter of fiscal 2014 with five of the locations being re-opened shortly after the acquisition date. The remaining two locations are expected to be opened during fiscal 2014.

Gross profit increased in fiscal 2013 by 4.3% to $1.42 billion (30.08% of sales) from $1.36 billion (29.95% of sales) in fiscal 2012. For the fourth quarter of fiscal 2013, gross profit increased by 6.1% to $360.5 million (30.19% of sales) from $339.8 million (29.73% of sales) in the fourth quarter of fiscal 2012. The LIFO adjustment for fiscal 2013 was a credit of $1.7 million (0.04% of sales) as compared to a charge of $3.0 million (0.07% of sales) for fiscal 2012. During the fourth quarter of fiscal 2013 the LIFO adjustment was a credit of $2.4 million (0.20% of sales) as compared to a credit of $4.4 million (0.38% of sales) in the fourth quarter of fiscal 2012.

Selling, general and administrative (“SG&A”) expenses for fiscal 2013 increased by $35.1 million from fiscal 2012 as a result of incremental store growth and its impact on associated operational costs. On a percent of sales basis, SG&A expenses for fiscal 2013 decreased by 22 basis points over fiscal 2012. SG&A expenses for fiscal 2013 include an aggregate of $7.4 million of incremental costs related to our pending merger with Kroger and expenses related to the Piggly Wiggly Acquisition (“Merger Related and Acquisition Costs”). As reported in the prior year, SG&A expenses for fiscal 2012 included $29.8 million of impairment losses and other incremental costs associated with the store purchase and sale transaction with Lowe’s Food Stores, Inc. (“Lowes Foods Transaction Costs”), which was partially offset by gains of $3.1 million recognized from life insurance proceeds the Company recorded in the third quarter of fiscal 2012.

SG&A expenses for the fourth quarter of fiscal 2013 increased by $17.8 million (37 basis points) from the fourth quarter of fiscal 2012 as a result of incremental store growth and its impact on associated operational costs. Merger Related and Acquisition Costs included in the fourth quarter of fiscal 2013 amounted to $6.2 million, while Lowes Foods Transaction Costs included in the fourth quarter of fiscal 2012 were $7.5 million.

Operating profit for fiscal 2013 increased by 13.7% to $194.3 million (4.13% of sales) from $171.0 million (3.77% of sales) in fiscal 2012. For the fourth quarter of fiscal 2013, operating profit increased by 7.2% to $42.5 million (3.56% of sales) from $39.7 million (3.47% of sales) in the comparable period of fiscal 2012.

The Company reported net earnings of $107.9 million for fiscal 2013, compared to net earnings of $82.5 million for fiscal 2012. Net earnings for fiscal 2013 were comprised of earnings from continuing operations of $109.0 million, or $2.21 per diluted share, and losses from discontinued operations of $1.1 million. The Merger Related and Acquisition Costs reduced earnings from continuing operations after tax in fiscal 2013 by $6.6 million, or $0.13 per diluted share. Net earnings for fiscal 2012 were comprised of earnings from continuing operations of $99.9 million, or $2.04 per diluted share, and losses from discontinued operations of $17.4 million. The net impact of the Lowes Foods Transaction incremental costs offset by the insurance gains reduced earnings from continuing operations after tax in fiscal 2012 by $15.0 million, or $0.31 per diluted share. Earnings from continuing operations for fiscal 2012 were also favorably impacted by a reversal of accrued interest amounting to $1.3 million that was associated with a reduction of the Company’s unrecognized tax positions.

Net earnings for the fourth quarter of fiscal 2013 totaled $21.1 million, or $0.43 per diluted share. The Merger Related and Acquisition Costs reduced net earnings in the fourth quarter of fiscal 2013 by $5.9 million, or $0.12 per diluted share. Net earnings for the fourth quarter of fiscal 2012 totaled $22.8 million and were comprised of earnings from continuing operations of $23.7 million, or $0.48 per diluted share and losses from discontinued operations of $0.9 million. The net impact of the Lowes Foods Transaction incremental costs reduced earnings from continuing operations after tax in the fourth quarter of fiscal 2012 by $4.5 million, or $0.09 per diluted share.

The loss from discontinued operations in fiscal 2013 resulted from adjustments required to true up the tax benefits realized from the loss on the sale of the Company’s wholly-owned industrial thread manufacturing company American & Efird (“A&E”). Pre-tax losses from discontinued operations for fiscal 2012 amounted to $19.5 million, $17.4 million after tax benefits or $0.36 per diluted share and were primarily driven by non-cash charges for the settlement of pension liabilities and other employee benefits in connection with the sale of A&E.

Thomas W. Dickson, Chairman of the Board and Chief Executive Officer stated, “We are pleased with our results for fiscal 2013 and the opportunities ahead of us with the Kroger merger and our recent store acquisitions. Our pricing and promotional strategies were effective during fiscal 2013 in driving unit sales and customer visits. On a comparable store basis, we experienced increased unit sales compared to fiscal 2012 and our store brand penetration continues to improve. We believe these positive results are attributable to our continuing commitment to our customers to deliver outstanding values and excellent customer service.”

The Company’s operating performance and strong financial position provides the flexibility to continue with its store development program for new and replacement stores along with the remodeling and expansion of existing stores. Capital expenditures for fiscal 2013 totaled $191 million and are expected to total approximately $240 million for fiscal 2014. The fiscal 2014 capital plan includes 18 new stores (which includes two replacements and seven acquired Piggly Wiggly store locations). The fiscal 2014 new store openings are currently scheduled for eight in the first quarter, three in the second quarter, two in the third quarter and five in the fourth quarter. Subsequent to the end of fiscal 2013, the Company re-opened the store in the Washington D.C. market that was closed to repair damage caused by flooding. The 2014 store development program is expected to result in a 7.9% increase in retail square footage as compared to a 4.2% increase realized in fiscal 2013. The Company routinely evaluates its existing store operations in regards to its overall business strategy and from time to time will close or divest underperforming stores.

The Company’s capital expenditure plans entail the continued expansion of its existing markets, including the Washington, D.C. metro area which incorporates northern Virginia, the District of Columbia, southern Maryland and coastal Delaware. Real estate development by its nature is both unpredictable and subject to external factors including weather, construction schedules and costs. Any change in the amount and timing of new store development can impact the expected capital expenditures, sales and operating results.

This news release may contain forward-looking statements that involve uncertainties. A discussion of various important factors that could cause results to differ materially from those expressed in such forward-looking statements is shown in reports filed by the Company with the Securities and Exchange Commission and include: generally adverse economic and industry conditions; changes in the competitive environment; economic or political changes; changes in federal, state or local regulations affecting the Company; the passage of future tax legislation, or any negative regulatory or judicial position which prevails; management's ability to predict the adequacy of the Company's liquidity to meet future requirements; volatility of financial and credit markets which would affect access to capital for the Company; changes in the Company's expansion plans and their effect on store openings, closings and other investments; the ability to predict the required contributions to the Company's pension and other retirement plans; the Company’s requirement to impair recorded goodwill or other long-lived assets; the cost and availability of energy and raw materials; the continued solvency of third parties on leases that the Company guarantees; the Company’s ability to recruit, train and retain effective employees; changes in labor and employer benefits costs, such as increased health care and other insurance costs; the Company’s ability to successfully integrate the operations of acquired businesses; the extent and speed of successful execution of strategic initiatives; unexpected outcomes of any legal proceedings arising in the normal course of business; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the failure to receive, on a timely basis or otherwise, the approval of government or regulatory agencies with regard to the Merger Agreement; the failure of one or more conditions to the closing of the Merger Agreement to be satisfied; the amount of the costs, fees, expenses and charges related to the Merger Agreement or merger; risks arising from the merger’s diversion of management’s attention from our ongoing business operations; risks that our stock price may decline significantly if the merger is not completed; and, the ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the completion of the merger. Other factors not identified above could cause actual results to differ materially from those included, contemplated or implied by the forward-looking statements made in this news release.

Harris Teeter Supermarkets, Inc. operates a leading regional supermarket chain in eight states primarily in the southeastern and mid-Atlantic United States, and the District of Columbia.

Selected information regarding Harris Teeter Supermarkets, Inc. and its subsidiaries follows. For more information on Harris Teeter Supermarkets, Inc., visit our web site at: www.harristeeter.com.

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