FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended January 30, 1994 Commission File No. 33-25621
KASH N' KARRY FOOD STORES, INC.
(Exact name of registrant as specified in charter)
Delaware 95-4161591
(State of incorporation) (IRS employer identification number)
6422 Harney Road, Tampa, Florida 33610
(Address of registrant's principal executive offices)
(813) 621-0200
(Registrant's telephone number, including area code)
The registrant has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
and has been subject to such filing requirements for the past 90 days.
As of March 11, 1994, there were 2,819,589 shares outstanding of the
registrant's common stock, $0.01 par value.
KASH N' KARRY FOOD STORES, INC.
BALANCE SHEETS
(Dollar Amounts in Thousands, Except Per Share Amounts)
ASSETS
January 30, August 1,
1994 1993
----------- ---------
Current assets: (Unaudited)
Cash and cash equivalents $ 5,000 $ 2,145
Accounts receivable 10,043 10,888
Inventories 85,952 95,385
Prepaid expenses and other current assets 12,693 13,151
--------- ---------
Total current assets 113,688 121,569
Property and equipment, at cost, less
accumulated depreciation 165,518 164,937
Favorable lease interests, less accumulated
amortization of $12,700 and $7,506 13,155 18,349
Deferred financing costs, less accumulated
amortization of $21,171 and $19,622 13,282 15,153
Excess of cost over net assets acquired, less
accumulated amortization of $14,872 and $13,457 98,174 99,589
Other assets 4,337 3,611
--------- ---------
Total assets $408,154 $423,208
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt $ 26,951 $ 22,628
Accounts payable 44,213 42,561
Accrued payroll and benefits 5,343 4,492
Accrued interest 15,920 15,080
Taxes, other than income 8,338 5,708
Other accrued expenses 13,290 11,963
--------- ---------
Total current liabilities 114,055 102,432
Long-term debt, less current obligations 326,772 329,262
Other long-term liabilities 12,718 10,023
Series B Cumulative Preferred Stock of $.01 par
value and a stated value of $100 a share.
Authorized 50,000 shares; 38,750 shares outstanding. 3,875 3,875
Series C Convertible Preferred Stock of $.01 par value.
Authorized 100,000 shares; 77,500 shares outstanding. 775 775
Stockholders' deficit:
Common Stock of $.01 par value. Authorized 4,000,000
shares; 2,819,589 shares outstanding. 28 28
Capital in excess of par value 77,695 77,695
Accumulated deficit (127,727) (100,845)
Less cost of treasury stock - 2,437 shares (37) (37)
--------- ---------
Total stockholders' deficit (50,041) (23,159)
--------- ---------
Total liabilities and stockholders' deficit $408,154 $423,208
========= =========
See accompanying notes to condensed financial statements.
KASH N' KARRY FOOD STORES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
Thirteen Weeks Ended Thirteen Weeks Ended
January 30, 1994 January 31, 1993
-------------------- --------------------
Sales $278,166 $286,858
Cost of sales 221,706 226,859
--------- ---------
Gross profit 56,460 59,999
Selling, general and
administrative expenses 45,300 44,305
Depreciation and amortization 6,220 5,380
--------- ---------
Operating income 4,940 10,314
Interest expense 11,372 10,959
--------- ---------
Net loss (6,432) (645)
Undeclared dividends on Preferred Stock 116 116
--------- ---------
Loss attributable to Common Stock $ (6,548) $ (761)
========= =========
Twenty-Six Weeks Twenty-Six Weeks
Ended January 30, 1994 Ended January 31, 1993
---------------------- ----------------------
Sales $534,801 $537,773
Cost of sales 425,915 426,842
--------- ---------
Gross profit 108,886 110,931
Selling, general and
administrative expenses 90,128 85,223
Depreciation and amortization 12,111 10,658
Store closing and other costs 11,016 --
--------- ---------
Operating income (loss) (4,369) 15,050
Interest expense 22,513 21,887
--------- ---------
Net loss (26,882) (6,837)
Undeclared dividends on Preferred Stock 232 232
--------- ---------
Loss attributable to Common Stock $(27,114) $ (7,069)
========= =========
See accompanying notes to condensed financial statements.
KASH N' KARRY FOOD STORES, INC.
STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
January 30, 1994 January 31, 1993
---------------- ----------------
Net cash flow from operating activities:
Net loss $(26,882) $ (6,837)
Adjustments to reconcile net loss to net
cash provided (used) by operating
activities:
Depreciation and amortization, excluding
deferred financing costs 12,111 10,658
Store closing and other costs 11,016 --
Amortization of deferred financing costs 1,549 1,416
(Increase) decrease in assets:
Accounts receivable 660 (2,978)
Inventories 9,433 (11,576)
Prepaid expenses and other assets (454) (514)
Increase (decrease) in liabilities:
Accounts payable 1,652 6,645
Accrued expenses and other liabilities 2,697 (1,253)
--------- ---------
Net cash provided (used) by
operating activities 11,782 (4,439)
--------- ---------
Cash used by investing activities:
Additions to property and equipment (6,194) (7,104)
Leased/financed asset additions (4,412) (17,117)
Proceeds from sale of property and equipment 359 71
--------- ---------
Net cash used by investing
activities (10,247) (24,150)
--------- ---------
Cash provided by financing activities:
Borrowings under revolving loan facility 15,700 36,200
Additions to obligations under capital leases
and notes payable 799 8,217
Repayments on revolving loan facility (9,100) (12,300)
Repayments on term loan facility (2,925) (860)
Repayments of other long-term liabilities (2,642) (2,179)
Other financing activities (512) (548)
--------- ---------
Net cash provided by financing
activities 1,320 28,530
--------- ---------
Net increase (decrease) in cash and
cash equivalents 2,855 (59)
Cash and cash equivalents at beginning of period 2,145 4,479
--------- ---------
Cash and cash equivalents at end of period $ 5,000 $ 4,420
========= =========
See accompanying notes to condensed financial statements.
KASH N' KARRY FOOD STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
(Unaudited)
1. The condensed financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include all of
the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction with
the fiscal 1993 Form 10-K filed by the Company. The accompanying condensed
financial statements have not been audited by independent accountants in
accordance with generally accepted auditing standards, but in the opinion of
management such condensed financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to summarize
fairly the Company's financial position and results of operations. The
results of operations for the twenty-six weeks may not be indicative of the
results that may be expected for the fiscal year ending July 31, 1994.
2. Inventories consist of merchandise held for resale and are stated at the
lower of cost or market; cost is determined using average cost, which
approximates the first-in, first-out (FIFO) method.
3. The Company has reported a pretax loss for all fiscal years since
October 1988 and, consequently, no income tax expense has been reported.
Financial Accounting Standards Board Statement 109 (SFAS 109) was adopted by
the Company as of August 2, 1993. There was no cumulative effect of this
change in accounting for income taxes determined as of August 2, 1993. Prior
years' financial statements have not been restated to apply the provisions of
SFAS 109. The effect on prior years' financial statements of retroactively
implementing SFAS 109 would be immaterial.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at January
30, 1994 are presented below:
Deferred tax assets:
Inventory, principally due to reserves and
additional costs inventoried for tax purposes
pursuant to the Tax Reform Act of 1986 $ 1,100
Insurance and other reserves 5,500
Net operating loss carryforward 30,900
General business credit carryforward 1,100
Charitable contributions carryforward 2,900
Other, net 2,900
---------
Total gross deferred tax assets 44,400
Less valuation allowance (44,400)
---------
Net deferred tax assets $ --
=========
KASH N' KARRY FOOD STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
(Unaudited)
Upon adoption of SFAS 109, effective August 2, 1993, the Company
determined a valuation allowance requirement in the amount of $36,200. The
valuation allowance as of January 30, 1994 has been determined to be
$44,400, resulting in a change in the valuation allowance in the amount of
$8,200.
4. During the first quarter, the Company recorded a non-recurring charge of
$11,016 which reflects expenses associated with a program of closing twelve
underperforming stores, reducing administrative staff, and expensing costs
associated with unsuccessful financing activities.
5. Cumulative undeclared dividends on Preferred Stock are $2,331 from
October 12, 1988 through January 30, 1994.
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
This analysis should be read in conjunction with the condensed financial
statements.
Results of Operations
Operating cash flow (earnings before interest, taxes, depreciation and
amortization and store closing and other costs) for the quarter ended January
30, 1994 was $11.2 million versus $15.7 million for the quarter ended January
31, 1993. Operating cash flow for the twenty-six weeks ended January 30,
1994 was $18.8 million compared to $25.7 million for the twenty-six weeks
ended January 31, 1993. The decreases in operating cash flow were attributed
to the factors indicated below.
Sales.
Thirteen Weeks Twenty-Six Weeks
1994 1993 1994 1993
------ ------ ------ ------
Sales (in millions) $278.2 $286.9 $534.8 $537.8
Change in same store sales (0.40)% (2.96)%
Average sales per
store week (in thousands) $209 $193 $190 $184
Sales have been favorably impacted by additional advertising and
promotional activities and the continued strong performance of new stores and
recently acquired and remodeled stores. Additionally, the Company
experienced the fewest number of new store openings by traditional
competitors in over five years. However, sales growth continues to be
adversely affected by the sluggish economy, low overall price inflation and
by pricing and promotional changes, particularly in grocery, initiated by
certain competitors over the last year. In addition, the Company chose to
close seventeen underperforming food stores over the last twelve months as a
part of an overall strategic consolidation and upgrade of its store network.
The Company was able to mitigate the sales impact of these store closings by
transferring a portion of the sales from the closed stores to operating Kash
n' Karry's. The improving sales trend has continued into the third quarter
as reflected by slightly positive same store sales results for the last
thirteen weeks of operations ended March 13, 1994.
Gross Profit. The Company had gross profit of $56.5 million, or 20.3%
as a percentage of sales, for the thirteen weeks ended January 30, 1994 and
gross profit of $60.0 million, or 20.9% of sales, for the thirteen weeks
ended January 31, 1993. The decrease in gross profit is attributable to the
impact of lower sales volumes (approximately $1.8 million), lower grocery
margins (approximately $1.1 million) and reduced investment in forward buy
inventory (approximately $1.5 million), offset by improved efficiencies in
distribution and product preparation and handling costs. Gross profit was
20.4% of sales for the twenty-six weeks of operations ended January 30, 1994
and 20.6% of sales for the twenty-six weeks of operations ended January 31,
1993. The decrease in gross profit for the twenty-six week period is
primarily attributable to the factors indicated above.
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Selling, General and Administrative Expenses. The Company had selling,
general and administrative expenses of $45.3 million, or 16.3% as a
percentage of sales, for the thirteen weeks ended January 30, 1994 and $44.3
million, or 15.4% as a percentage of sales, for the thirteen weeks ended
January 31, 1993. The increase in selling, general and administrative
expenses was attributable to an increase in advertising expenses of
approximately $1.0 million and an increase in repairs and maintenance
expenses offset by lower utilities expense. For the twenty-six weeks ended
January 30, 1994, selling, general and administrative expenses were $90.1
million, or 16.9% of sales, compared to $85.2 million, or 15.8% of sales, for
the twenty-six weeks ended January 31, 1993. The increase of $4.9 million is
primarily the result of increased occupancy costs and other expenses related
to stores opened, acquired or remodeled, and an increase in insurance
reserves and advertising expenses, offset by reduced operating costs due to
store closings during the last twelve months. The increase as a percentage
of sales is attributable to operating costs of stores open in both periods
declining at a lesser rate than the rate of sales decline in those stores.
Depreciation and Amortization. The Company's depreciation and
amortization expenses were $6.2 million for the quarter ended January 30,
1994 compared to $5.4 million for the quarter ended January 31, 1993. For
the twenty-six weeks ended January 30, 1994 depreciation and amortization
was $12.1 million compared to $10.7 million for the twenty-six weeks ended
January 31, 1993. The increase in depreciation and amortization is primarily
attributable to new stores and major remodels.
Store Closing and Other Costs. As discussed in Footnote 4 to the
condensed financial statements, during its first fiscal quarter the Company
recorded a non-recurring charge of $11.0 million. This charge included $1.9
million of costs associated with unsuccessful financing activities, $4.2
million of favorable lease interests written off in connection with the
closing of twelve underperforming stores, $4.0 million representing an
adjustment to the expected lease liability on closed stores, net of sublease
income, and $.9 million of other store closing and related expenses.
Interest Expense. The Company's net interest expense for the twenty-six
weeks ended January 30, 1994 was $22.5 million and $21.9 million for the
twenty-six weeks ended January 31, 1993. The increase in interest expense
was primarily attributable to higher average outstanding working capital and
capital improvement loan balances and increases in capital leases offset
slightly by lower interest rates and decreased interest hedge costs.
Income Taxes. As discussed in Footnote 3 to the condensed financial
statements, Financial Accounting Standards Board Statement No. 109 (SFAS 109)
was adopted by the Company as of August 2, 1993; however, the adoption of
SFAS 109 had no impact on the financial statements of the Company.
Financial Condition
The Company continues to explore alternatives for refinancing
approximately $25 million of new store costs (land, building and equipment)
advanced through its revolving credit facility. Until such refinancing is
completed, availability under the working capital line of the Company's
revolving credit facility has been reduced. The Company's sales increase
from November through April with the traditional holiday season and the
influx of winter residents and visitors and, consequently, inventories
normally increase substantially during the second quarter to meet this
demand. This year, because of its reduced working capital availability, the
Company has had to fund the seasonal inventory build-up by divesting of its
profitable investment in forward buy inventories. Management believes that
this has cost the Company approximately $1.5 million in the second quarter
and will cost the Company between $2.0 million and $2.5 million each quarter
until its investment in forward buy inventory can be restored. Additionally,
the Company has focused on improving its cash position by managing working
capital and reducing capital expenditures, and approximately $6.3 million of
cash was generated as a result of closing thirteen underperforming stores
throughout the quarter. Inventories typically increase approximately $10
million from fiscal year end through the end of the second quarter. However,
as a result of the abovementioned reduction of forward buy inventories and
store closings, inventories were actually reduced by $9.4 million during this
period without reducing inventory in-stock conditions in the stores.
The Company's Bank Credit Agreement provides for a revolving credit
facility with individual sublimits of $30 million for working capital loans,
$25 million for letters of credit and $20 million for capital improvement
loans, with a maximum of $60 million outstanding under the total facility at
any one time. As of January 31, 1994 the Company had $20.7 million borrowed
under the working capital line, $13.7 million in capital improvement loans,
and $16.7 million of letters of credit outstanding. As previously disclosed,
the Company has retained Morgan Stanley & Co., Incorporated ("Morgan
Stanley") to assist in evaluating a number of strategic options for the
Company. In this regard, Morgan Stanley has had discussions with several
industry participants, a subset of which has expressed an interest in further
considering an equity investment in the Company. As these discussions are of
a preliminary nature, there can be no assurance as to the timing, terms or
ultimate completion of any transaction, but it is the Company's intent to
complete any ensuing process prior to the end of its current fiscal year.
The Company believes that it has always maintained excellent
relationships with its suppliers and that a key to this has been its openness
in informing the trade of its operating performance and financial condition
on an ongoing basis. Management of the Company has willingly met with a
committee of credit directors representing the trade, and believes that it
has been responsive in answering questions and addressing concerns regarding
the Company's financial condition. Management is confident that credit terms
will remain substantially consistent with past practices during the period of
time it takes to complete the Morgan Stanley engagement; however, if credit
with its major suppliers is curtailed to any material extent, the Company's
liquidity would decrease.
The Company's capital expenditures totalled $10.6 million for the
twenty-six weeks ended January 30, 1994, over half of which was funded
through the capital improvement line and through capitalized store equipment
leases, and the remainder through funds generated from operations and
borrowings under the working capital line. During this period the Company
completed one major remodel of an existing store and continued construction
of two new stores begun last summer. One of these stores opened in early
February and the second is expected to open in mid-May. The Company's
capital expenditure program for the remainder of fiscal 1994 is subject to
various factors including, but not limited to, availability of capital,
restrictions under various of the Company's debt instruments, and working
capital requirements. The Company has previously reported that it will not
commence any further new store construction pending the results of Morgan
Stanley's engagement, but it is committed to continue its maintenance capital
program. In the near term, if the Company were to substantially reduce or
postpone its new store program, there would be no substantial impact on
current operations and it is likely that more cash would be available for
debt servicing. In the long term, if these programs were substantially
reduced, in the Company's opinion, its operating business and ultimately its
cash flow would be adversely impacted.
In addition to capital expenditures, the Company has certain fixed
obligations during the year, including scheduled principal payments on its
long-term debt and cash interest. Although operating cash flow for the year
is expected to be significantly below historical levels for the reasons
explained above under "Results of Operations," the Company believes that its
management of working capital will provide the liquidity to meet its fixed
obligations for the current fiscal year.
Due to the non-recurring charges incurred during the first quarter as
well as its operating performance, the Company breached several financial
covenants under its Bank Credit Agreement that were subsequently waived by
the banks. Certain of these covenants require revision in order that the
Company be able to comply on an ongoing basis. It is anticipated that
appropriate revisions will be negotiated in connection with the results of
the Morgan Stanley engagement.
The Company has entered into a series of interest rate hedging
transactions to reduce its exposure to increases in short-term interest rates
on the majority of its floating rate debt. These transactions include swaps
and collars and extend through August 1994. The Company estimates the cost
to liquidate these contacts to be approximately $2.2 million at January 30,
1994.
Effects of Inflation
The Company's primary costs, inventory and labor, are affected by a
number of factors that are beyond its control, including availability and
price of merchandise, the competitive climate and general and regional
economic conditions. As is typical of the supermarket industry, the Company
has generally been able to maintain margins by adjusting its retail prices,
but competitive conditions may from time to time render it unable to do so
while maintaining its market share.
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits:
Exhibit No. Description
- ----------- -----------
4.1 Indenture entered into between the Company and First
Florida Bank, N.A., relating to the $105 million 14%
Subordinated Debentures due February 1, 2001, dated as of
February 8, 1989 (previously filed as Exhibit 4.2(a) to
the Company's Annual Report on Form 10-K for the period
ended July 30, 1989, which exhibit is hereby incorporated
by reference).
4.2 Piggyback Registration Rights Agreement between the
Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated dated February 8, 1989 (previously filed as
Exhibit 4.5 to the Company's Annual Report on Form 10-K
for the period ended July 30, 1989, which exhibit is
hereby incorporated by reference).
4.3 Indenture entered into between the Company and NCNB
National Bank of Florida, as Trustee, relating to the $85
million Senior Floating Rate Notes due August 2, 1996,
dated as of September 14, 1989 (previously filed as
Exhibit 4.6(a) to the Company's Annual Report on Form
10-K for the period ended July 30, 1989, which exhibit is
hereby incorporated by reference).
4.4(a) Indenture entered into between the Company and AmeriTrust
Texas, N.A., as Trustee, relating to the $50 Million
Senior Notes due 1999 dated as of January 29, 1992
(previously filed as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the period ended
February 2, 1992, which exhibit is hereby incorporated by
reference).
Exhibit No. Description
- ----------- -----------
4.4(b) Registration Rights Agreement dated as of January 29,
1992, between the Company and the purchasers of the
Senior Notes due 1999 (previously filed as Exhibit 28.1
to the Company's Quarterly Report on Form 10-Q for the
period ended February 2, 1992, which exhibit is hereby
incorporated by reference).
4.4(c) Indenture Amendment No. 1 entered into between the
Company and AmeriTrust Texas, N.A., as Trustee, relating
to the Series B Senior Notes due 1999 dated as of July 2,
1992 (previously filed as Exhibit 4.7(c) to the Company's
Amendment No. 3 to Registration Statement on Form S-1,
Registration No. 33-47324, which exhibit is hereby
incorporated by reference).
10.1(a) Amended and Restated Credit Agreement dated as of
September 14, 1989, among the Company, certain lenders,
and Security Pacific National Bank, as Agent (previously
filed as Exhibit 10.4(g) to the Company's Annual Report
on Form 10-K for the period ended July 30, 1989, which
exhibit is hereby incorporated by reference).
10.1(a)(i) Agreement to Amend and Restate the Credit Agreement,
dated as of October 12, 1988 among the Company, certain
senior lenders, and Security Pacific National Bank, as
Agent, dated as of September 14, 1989, among the Company,
certain senior lenders and Security Pacific National
Bank, as Agent (previously filed as Exhibit 10.1(a)(i) to
the Company's Registration Statement on Form S-1,
Registration No. 33-65070, which exhibit is hereby
incorporated by reference).
10.1(a)(ii) Assignment and Acceptance Agreement among the Company,
Security Pacific National Bank, and California Federal
Bank, dated as of September 14, 1989 (previously filed as
Exhibit 10.1(a)(ii) to the Company's Registration
Statement on Form S-1, Registration No. 33-65070, which
exhibit is hereby incorporated by reference).
10.1(b) First Amendment to Amended and Restated Credit Agreement
and Limited Waiver among the Company, certain lenders,
and Security Pacific National Bank, as Agent, dated
December 28, 1989 (previously filed as Exhibit 10.4(h) to
the Company's Annual Report on Form 10-K for the period
ended July 29, 1990, which exhibit is hereby incorporated
by reference).
10.1(c) Second Amendment to Amended and Restated Credit Agreement
among the Company, certain lenders, and Security Pacific
National Bank, as Agent, dated as of July 10, 1990
(previously filed as Exhibit 10.4(i) to the Company's
Annual Report on Form 10-K for the period ended July 29,
1990, which exhibit is hereby incorporated by reference).
Exhibit No. Description
- ----------- -----------
10.1(d) Third Amendment to Amended and Restated Credit Agreement
dated as of November 27, 1990, among the Company, certain
lenders, and Security Pacific National Bank, as Agent
(previously filed as Exhibit 28.1 to the Company's
Quarterly Report on Form 10-Q for the period ended April
28, 1991, which exhibit is hereby incorporated by
reference).
10.1(e) Fourth Amendment to Amended and Restated Credit Agreement
and Limited Waiver among the Company, certain senior
lenders, and Security Pacific National Bank, as Agent,
dated as of November 25, 1991 (previously filed as
Exhibit 28.1 to the Company's Quarterly Report on Form
10-Q for the period ended November 3, 1991, which exhibit
is hereby incorporated by reference).
10.1(f) Fifth Amendment to Amended and Restated Credit Agreement
and Limited Waiver and Instruction dated as of January
29, 1992, among the Company, certain lenders, and
Security Pacific National Bank (previously filed as
Exhibit 28.2 to the Company's Quarterly Report on Form
10-Q for the period ended February 2, 1992, which exhibit
is hereby incorporated by reference).
10.1(g) Sixth Amendment to Credit Agreement dated as of January
4, 1993, among the Company, certain lenders, and Bank of
America National Trust and Savings Association, as
successor by merger to Security Pacific National Bank, as
Agent (previously filed as Exhibit 10.1(g) to the
Company's Registration Statement on Form S-1,
Registration No. 33-65070, which exhibit is hereby
incorporated by reference).
10.1(h) Limited Waiver dated as of July 1, 1993, among the
Company, certain lenders, and Bank of America National
Trust and Savings Association, as successor by merger to
Security Pacific National Bank, as Agent (previously
filed as Exhibit 10.1(i) to the Company's Registration
Statement on Form S-1, Registration No. 33-65070, which
exhibit is hereby incorporated by reference).
10.1(i) Limited Waiver dated as of December 15, 1993, among the
Company, certain lenders, and Bank of America National
Trust and Savings Association, as successor by merger to
Security Pacific National Bank, as Agent.
10.2 Form of Indemnity Agreement between the Company and its
directors and certain of its officers (previously filed
as Exhibit 10.3 to the Company's Registration Statement
on Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
Exhibit No. Description
- ----------- -----------
10.3(a) Restated 1988 Management Stock Option Plan (effective for
the Plan Years beginning on and after July 30, 1990)
(previously filed as Exhibit 10.3(a) to the Company's
Annual Report on Form 10-K for the period ended July 28,
1991, which exhibit is hereby incorporated by reference).
10.3(b) Form of Management Stock Option Agreement to be entered
into between the Company and certain key employees with
respect to options granted for Plan Years beginning on
and after July 30, 1990 (previously filed as Exhibit
10.3(b) to the Company's Annual Report on Form 10-K for
the period ended July 28, 1991, which exhibit is hereby
incorporated by reference).
10.3(c) Form of Amendment to the Management Stock Option
Agreement under the 1988 Restated Management Stock Option
Plan dated as of June 19, 1992, entered into between the
Company and the holder of each outstanding option granted
under the Restated 1988 Management Stock Option Plan
(previously filed as Exhibit 10.3(c) to the Company's
Annual Report on Form 10-K for the period ended August 2,
1992, which exhibit is hereby incorporated by reference).
10.3(d) Form of Second Amendment to Stock Option Agreement dated
December 1988 under Restated 1988 Management Stock Option
Plan, dated as of December 9, 1993, entered into by and
between the Company and the holder of each outstanding
option granted under the Restated 1988 Management Stock
Option Plan for the Plan Year ended July 31, 1989.
10.3(e) Form of Restricted Stock Agreement to be entered into
between the Company and certain key employees with
respect to stock issued pursuant to options granted under
the Restated 1988 Management Stock Option Plan
(previously filed as Exhibit 10.3(d) to the Company's
Registration Statement on Form S-1, Registration No.
33-65070, which exhibit is hereby incorporated by
reference).
10.4(a) 1991 Management Stock Option Plan (previously filed as
Exhibit 28.2(a) to the Company's Quarterly Report on Form
10-Q for the period ended November 3, 1991, which exhibit
is hereby incorporated by reference).
10.4(b) Form of Stock Option Agreement entered into between the
Company and certain key employees with respect to the
options granted pursuant to the 1991 Management Stock
Option Plan (previously filed as Exhibit 28.2(b) to the
Company's Quarterly Report on Form 10-Q for the period
ended November 3, 1991, which exhibit is hereby
incorporated by reference).
Exhibit No. Description
- ----------- -----------
10.4(c) Form of Restricted Stock Agreement to be entered into
among the Company, Green Equity Investors, L.P. ("GEI")
and certain key employees with respect to stock issued
pursuant to options granted pursuant to the 1991
Management Stock Option Plan (previously filed as Exhibit
28.2(c) to the Company's Quarterly Report on Form 10-Q
for the period ended November 3, 1991, which exhibit is
hereby incorporated by reference).
10.5 Amended and Restated Kash n' Karry Retirement Estates and
Trust dated October 14, 1993, effective as of January 1,
1992 (previously filed as Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the period ended August 1,
1993, which exhibit is hereby incorporated by reference).
10.6 Key Employee Stock Purchase Plan (previously filed as
Exhibit 10.6 to the Company's Registration Statement on
Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.7 Deferred Compensation Agreement dated October 12, 1988,
between the Company and Ronald J. Floto (previously filed
as Exhibit 10.7 to the Company's Registration Statement
on Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.8 Trademark License Agreement dated as of October 12, 1988,
between the Company and Lucky Stores, Inc. (previously
filed as Exhibit 10.11 to the Company's Registration
Statement on Form S-1, Registration No. 33-25621, which
exhibit is hereby incorporated by reference).
10.9 Warrant Agreement dated as of October 12, 1988, between
the Company and Lucky Stores, Inc. (previously filed as
Exhibit 10.15 to the Company's Registration Statement on
Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.10 Management Bonus Plan (previously filed as Exhibit 10.16
to the Company's Registration Statement on Form S-1,
Registration No. 33-25621, which exhibit is hereby
incorporated by reference).
10.11(a) Mortgage, Fixture Filing, Security Agreement and
Assignment of Rents between the Company, as Mortgagor,
and Sun Life Insurance Co. of America ("Sun Life"), dated
as of September 7, 1989 (previously filed as Exhibit
28.1(a) to the Company's Quarterly Report on Form 10-Q
for the period ended October 29, 1989, which exhibit is
hereby incorporated by reference).
Exhibit No. Description
- ----------- -----------
10.11(b) Assignment of Rents and Leases and Other Income between
the Company and Sun Life dated as of September 7, 1989
(previously filed as Exhibit 28.1(b) to the Company's
Quarterly Report on Form 10-Q for the period ended
October 29, 1989, which exhibit is hereby incorporated by
reference).
10.11(c) Fixture Financing Statement between the Company and Sun
Life filed with the Clerk of Hillsborough County,
Florida, on September 11, 1989 (previously filed as
Exhibit 28.1(c) to the Company's Quarterly Report on Form
10-Q for the period ended October 29, 1989, which exhibit
is hereby incorporated by reference).
10.11(d) Partial Release of Mortgage executed by Security Pacific
National Bank as of September 7, 1989 (previously filed
as Exhibit 28.1(d) to the Company's Quarterly Report on
Form 10-Q for the period ended October 29, 1989, which
exhibit is hereby incorporated by reference).
10.12(a) Mortgage between the Company, as Mortgagor, and Ausa Life
Insurance Company ("Ausa"), as Mortgagee, dated as of
November 21, 1989 (previously filed as Exhibit 28.2(a) to
the Company's Quarterly Report on Form 10-Q for the
period ended October 29, 1989, which exhibit is hereby
incorporated by reference).
10.12(b) Conditional Assignment of Leases, Rents and Contracts
between the Company and Ausa dated as of November 21,
1989 (previously filed as Exhibit 28.2(b) to the
Company's Quarterly Report on Form 10-Q for the period
ended October 29, 1989, which exhibit is hereby
incorporated by reference).
10.12(c) Financing Statement between the Company and Ausa filed
with the Clerk of Hillsborough County, Florida, on
November 22, 1989 (previously filed as Exhibit 28.2(c) to
the Company's Quarterly Report on Form 10-Q for the
period ended October 29, 1989, which exhibit is hereby
incorporated by reference).
10.13(a) Form of Deferred Compensation Agreement dated as of
December 21, 1989, between the Company and key employees
and a select group of management (KESP) (previously filed
as Exhibit 28.3(a) to the Company's Quarterly Report on
Form 10-Q for the period ended January 28, 1990, which
exhibit is hereby incorporated by reference).
10.13(b) Form of Deferred Compensation Agreement dated as of
December 21, 1989, between the Company and Ronald J.
Floto (KESP) (previously filed as Exhibit 28.3(b) to the
Company's Quarterly Report on Form 10-Q for the period
ended January 28, 1990, which exhibit is hereby
incorporated by reference).
Exhibit No. Description
- ----------- -----------
10.13(c) Master First Amendment to Deferred Compensation
Agreements, dated as of November 11, 1991, between the
Company and the key employees party thereto (previously
filed as Exhibit 28.3 to the Company's Quarterly Report
on Form 10-Q for the period ended November 3, 1991, which
exhibit is hereby incorporated by reference).
10.13(d) Master Second Amendment to Deferred Compensation
Agreements, dated as of December 30, 1993, between the
Company and the key employees party thereto.
10.14(a) Stockholders Agreement dated as of November 26, 1991,
among The Fulcrum III Limited Partnership and The Second
Fulcrum III Limited Partnership (collectively, the
"Fulcrum Partnership"), GEI and the Company (previously
filed as Exhibit 28.2 to the Company's Current Report on
Form 8-K dated November 26, 1991, which exhibit is hereby
incorporated by reference).
10.14(b) Stock Purchase Agreement dated as of November 15, 1991,
among the Company, GEI and the Fulcrum Partnerships
(previously filed as Exhibit 10.15(b) to the Company's
Registration Statement on Form S-1, Registration No.
33-65070, which exhibit is hereby incorporated by
reference).
10.15 Stockholders Agreement dated as of June 19, 1992, between
the Company, GEI and certain employee-stockholders
(previously filed as Exhibit 10.17 to the Company's
Annual Report on Form 10-K for the period ended August 2,
1992, which exhibit is hereby incorporated by reference).
10.16 Stockholders Agreement dated as of May 3, 1993, between
the Company, GEI and certain employee-stockholders
(previously filed as Exhibit 10.17 to the Company's
Registration Statement on Form S-1, Registration No. 33-
65070, which exhibit is hereby incorporated by
reference).
10.17 Leave Agreement dated as of November 30, 1992, between
the Company and Thomas A. Whipple (previously filed as
Exhibit 10.18 to the Company's Registration Statement on
Form S-1, Registration No. 33-65070, which exhibit is
hereby incorporated by reference).
10.18 Ronald J. Floto Severance Pay Agreement dated as of
February 9, 1994, by and between the Company and Ronald
J. Floto.
10.19 Form of Senior Management Severance Pay Agreement dated
as of February 9, 1994, by and between the Company and
the key employees party thereto.
(B) Reports on Form 8-K:
No reports on Form 8-K have been filed during the quarter ended January
30, 1994.
SIGNATURES
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 thereunto duly authorized.
KASH N' KARRY FOOD STORES, INC.
Date: March 16, 1994 /s/ Raymond P. Springer
-------------------------------
Raymond P. Springer
Executive Vice President,
Administration
Date: March 16, 1994 /s/ Richard D. Coleman
-------------------------------
Richard D. Coleman
Vice President, Controller
and Secretary