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 28, 1996
Commission File No. 34-025260
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. The registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
As of March 12, 1996, there were 4,649,943 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 28, July 30,
1996 1995
--------- --------
(Unaudited)
Current assets:
Cash and cash equivalents $ 8,748 $ 4,803
Accounts receivable 11,903 6,504
Inventories 99,964 86,840
Prepaid expenses and other current assets 4,879 4,310
--------- ---------
Total current assets 125,494 102,457
Property and equipment, at cost, less
accumulated depreciation 128,786 139,967
Favorable lease interests, less accumulated
amortization of $2,151 and $1,152 27,803 28,802
Deferred financing costs, less accumulated
amortization of $1,436 and $809 4,282 3,684
Excess reorganization value, less accumulated
amortization of $9,907 and $6,627 91,412 94,692
Deferred tax asset 1,200 1,200
Other assets 2,586 2,770
--------- ---------
Total assets $381,563 $373,572
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,808 $ 5,563
Accounts payable 51,416 39,231
Accrued expenses 41,080 44,499
--------- ---------
Total current liabilities 97,304 89,293
Long-term debt, less current obligations 219,599 218,131
Other long-term liabilities 15,677 16,510
Stockholders' equity:
Common Stock of $.01 par value.
Authorized 5,500,000 shares; 4,649,943
shares outstanding. 46 46
Capital in excess of par value 46,449 46,449
Retained earnings 2,488 3,143
--------- ---------
Total stockholders' equity 48,983 49,638
--------- ---------
Total liabilities & stockholders' equity $381,563 $373,572
========= =========
See accompanying notes to financial statements.
-2-
KASH N' KARRY FOOD STORES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
----------------------- --------
Thirteen Four Nine
Weeks Ended Weeks Ended Weeks Ended
January 28, January 29, January 1,
1996 1995 1995
-------- -------- --------
Sales $281,354 $ 86,354 $186,535
Cost of sales 226,349 68,940 149,070
-------- -------- --------
Gross profit 55,005 17,414 37,465
Selling, general and
administrative expenses 39,647 12,226 28,319
Depreciation and amortization 6,161 1,979 4,161
-------- -------- --------
Operating income 9,197 3,209 4,985
Interest expense 6,567 2,402 3,159
-------- -------- --------
Income before reorganization items,
income taxes, extraordinary item
and change in accounting principle 2,630 807 1,826
Reorganization items -- -- (4,869)
-------- -------- --------
Income before income taxes,
extraordinary item and change
in accounting principle 2,630 807 (3,043)
Provision for income taxes (1,454) -- --
Income before extraordinary item and -------- -------- --------
change in accounting principle 1,176 807 (3,043)
Extraordinary item - gain on
debt discharge -- -- 70,166
Cumulative effect of change in
accounting principle -
postretirement medical benefits -- -- (2,000)
-------- -------- --------
Net income $1,176 $ 807 $65,123
======== ======== ========
Net income per common share <F1><F2> $0.25 $0.17
======== ========
<FN>
<F1>
Based on a weighted average number of shares of common stock of
4,649,943 outstanding.
<F2>
Net income per common share is not meaningful prior to January 1, 1995
due to the significant change in the capital structure in connection
with the Restructuring.
</FN>
See accompanying notes to financial statements.
-3-
KASH N' KARRY FOOD STORES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
----------------------- --------
Twenty-Six Four Twenty-Two
Weeks Ended Weeks Ended Weeks Ended
January 28, January 29, January 1,
1996 1995 1995
-------- -------- --------
Sales $531,722 $ 86,354 $426,681
Cost of sales 426,299 68,940 340,802
-------- -------- --------
Gross profit 105,423 17,414 85,879
Selling, general and
administrative expenses 79,669 12,226 68,819
Depreciation and amortization 12,328 1,979 10,234
-------- -------- --------
Operating income 13,426 3,209 6,826
Interest expense 12,989 2,402 13,719
-------- -------- --------
Income (loss) before reorganization
items, income taxes, extraordinary
item and change in accounting
principle 437 807 (6,893)
Reorganization items -- -- (4,869)
Income (loss) before income taxes, -------- -------- --------
extraordinary item and change
in accounting principle 437 807 (11,762)
Provision for income taxes (1,092) -- --
Income (loss) before extraordinary -------- -------- --------
item and change in accounting
principle (655) 807 (11,762)
Extraordinary item - gain on
debt discharge -- -- 70,166
Cumulative effect of change in
accounting principle -
postretirement medical benefits -- -- (2,000)
-------- -------- --------
Net income (loss) $ (655) $ 807 $ 56,404
======== ======== ========
Net income (loss) per common
share<F1><F2> $(0.14) $ 0.17
======== ========
<FN>
<F1>
Based on a weighted average number of shares of common stock of 4,649,943
outstanding.
<F2>
Net income per common share is not meaningful prior to January 1, 1995 due to
the significant change in the capital structure in connection with the
Restructuring.
</FN>
See accompanying notes to financial statements. -4-
KASH N' KARRY FOOD STORES, INC.
STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
----------------------- --------
Twenty-Six Four Twenty-Two
Weeks Ended Weeks Ended Weeks Ended
January 28, January 29, January 1,
1996 1995 1995
-------- -------- --------
Net cash flow from operating activities:
Net income (loss) $ (655) $ 807 $ 56,404
Adjustments to reconcile net income
(loss) to net cash provided
by operating activities:
Depreciation and amortization,
excluding deferred financing costs 12,328 1,979 10,234
Amortization of deferred
financing costs 632 182 1,152
Provision for income taxes 1,092 -- --
Issuance of additional senior
notes in lieu of cash interest 9,192 -- --
Reorganization items -- -- 4,869
Change in accounting principle -- -- 2,000
Gain on discharge of debt -- -- (70,166)
(Increase) decrease in assets:
Accounts receivable (5,399) (939) 2,322
Inventories (13,124) 8,358 (5,917)
Prepaid expenses and other assets (558) (149) (194)
Increase (decrease) in liabilities:
Accounts payable 12,185 3,175 1,800
Accrued expenses and other
liabilities (4,808) (1,072) 9,083
-------- -------- --------
Net cash provided by
operating activities 10,885 12,341 11,587
-------- -------- --------
Cash used by investing activities:
Additions to property and equipment (17,606) (162) (665)
-------- -------- --------
Net cash used by investing
activities (17,606) (162) (665)
-------- -------- --------
See accompanying notes to financial statements.
-5-
KASH N' KARRY FOOD STORES, INC.
STATEMENTS OF CASH FLOWS
(Continued)
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
----------------------- --------
Twenty-Six Four Twenty-Two
Weeks Ended Weeks Ended Weeks Ended
January 28, January 29, January 1,
1996 1995 1995
-------- -------- --------
Cash provided (used) by financing
activities:
Borrowings under credit loan
facility $26,562 $ 4,200 $50,800
Sale of common stock -- -- 10,000
Proceeds from sale/leaseback 22,698 -- --
Repayments of credit loan
facility (19,027) (6,700) (60,928)
Repayments of other long-term
liabilities (18,342) (151) (7,363)
Other financing activities (1,225) -- (9,294)
-------- -------- --------
Net cash provided (used) by
financing activities 10,666 (2,651) (16,785)
-------- -------- --------
Net increase (decrease) in cash
and cash equivalents 3,945 9,528 (5,863)
Cash and cash equivalents at beginning
of period 4,803 989 6,852
-------- -------- --------
Cash and cash equivalents at end
of period $ 8,748 $10,517 $ 989
======== ======== ========
See accompanying notes to financial statements.
-6-
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 1995
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 condensed financial statements as of and for the periods
subsequent to January 1, 1995 were prepared according to the
principles of fresh start reporting contained in American
Institute of Certified Public Accountants' Statement of Position
90-7 "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code." As a result of the implementation of fresh
start accounting, the Company's condensed financial statements as
of July 30, 1995 and as of and for the period ended January 28,
1996 are not comparable to the Company's condensed financial
statements of prior periods. Therefore, where applicable, the
condensed financial statements for the "Reorganized Company" have
been separately identified from those of the "Predecessor
Company." Results for the period ended January 28, 1996 are not
necessarily indicative of the results to be attained for the full
year.
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. Long-term debt consists of the following:
January 28, July 30,
1996 1995
-------- --------
Term loan and revolving
credit facilities $ 40,678 $ 33,143
Senior Floating Rate Notes 23,941 22,953
Senior Fixed Rate Notes 129,366 121,162
Mortgages payable 18,073 33,108
Capital lease obligations and other 12,349 13,328
Long-term debt including -------- --------
current portion 224,407 223,694
Less current portion (4,808) (5,563)
-------- --------
Long-term debt $219,599 $218,131
======== ========
-7-
KASH N' KARRY FOOD STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
(Unaudited)
4. SFAS No. 121, "Accounting for the Impairment of Long
Lived Assets and for Long Lived Assets to be Disposed Of," is
effective for years beginning after December 15, 1995. This
statement requires that long-lived assets and certain intangibles
to be held and used by the Company be reviewed for impairment.
This pronouncement is not expected to have a material impact on
the financial statements of the Company.
5. In October 1995, the Financial Accounting Standards Board
issued SFAS No. 123, "Accounting for Stock Based Compensation."
With respect to stock options granted to employees, SFAS No. 123
permits companies to continue using the accounting method
promulgated by the Accounting Principles Board Opinion No. 25
("APB No. 25"), "Accounting for Stock Issued to Employees," to
measure compensation or to adopt the fair value based method
prescribed by SFAS No. 123. If APB No. 25's method is continued,
pro forma disclosures are required as if SFAS No. 123 accounting
provisions were followed. Management has determined not to adopt
SFAS No. 123's accounting recognition provisions. In the opinion
of management, SFAS No. 123 is not expected to have a material
impact on the Company's financial statements.
-8-
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
The following table compares certain income and expense line
items as a percentage of sales:
Reorganized Predecessor
Company Company
------------------- -------------------
13 Weeks 26 Weeks 13 Weeks 26 Weeks
Ended Ended Ended Ended
January January January January
28, 28, 29, 29,
1996 1996 1995 1995
--------- --------- --------- ---------
Sales 100.00% 100.00% 100.00% 100.00%
Gross profit 19.55% 19.83% 20.11% 20.13%
Selling, general and
administrative
expenses 14.09% 14.98% 14.86% 15.80%
Depreciation and
amortization 2.19% 2.32% 2.25% 2.38%
Operating income 3.27% 2.53% 3.00% 1.95%
Interest expense 2.33% 2.44% 2.04% 3.14%
Income (loss) before income
taxes and "fresh start"
adjustments 0.94% 0.09% 0.96% (1.19)%
"Fresh start" accounting
adjustments, net -- -- 23.20% 12.34%
Provision for income taxes (0.52)% (0.21)% -- --
Net income (loss) 0.42% (0.12)% 24.16% 11.15%
Sales. Sales for the thirteen weeks ended January 28, 1996
were $281.4 million, or $8.5 million more than for the thirteen
weeks ended January 29, 1995. Sales for the twenty-six week period
ended January 28, 1996 were $531.7 million, or $18.7 million more
than for the twenty-six week period ended January 29, 1995. Same
store sales increased 2.2% for the thirteen week period and 3.2%
for the twenty-six week period as a result of aggressive
promotional activities and the continuation of a new marketing
campaign focused on perishables.
Gross Profit. Gross profit, as a percentage of sales, was
19.6% for the thirteen weeks ended January 28, 1996, and 19.8%
for the twenty-six weeks ended January 28, 1996. This represents a
decrease from 20.1% for the thirteen week period ended January 29,
-9-
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
1995, and a decrease from 20.1% for the twenty-six week
period ended January 29, 1995, and is primarily attributable to an
increased investment in promotional activities.
Selling, General and Administrative Expenses. Selling,
general and administrative expenses decreased due to reductions in
group insurance, workers' compensation/general liability expenses,
utilities and maintenance expenses.
Depreciation and Amortization. A decrease in depreciation
attributable to the sale of three store properties was offset by
higher amortization costs associated with Excess Reorganization
Value.
Interest Expense. Interest expense for the thirteen week
period ended January 28, 1996 was $6.6 million, which was an
increase of $1.0 million over the thirteen weeks ended January 29,
1995, and was primarily due to the interest moratorium on the
Subordinated Debentures and the old Fixed Rate and old Floating
Rate Notes in the prior year. The decrease in interest expense for
the twenty-six week period ended January 28, 1996 from the
corresponding period last year was primarily the result of
converting $105 million of 14% Subordinated Debentures into equity
in connection with the financial restructuring completed in
December 1994.
Financial Condition
The Company's sales tend to be higher in the six months
between November and April than for the period from May through
October; therefore, during the first two quarters of the fiscal
year, inventory levels must be increased to prepare for the
seasonal demand. Consequently, the Company's investment in
inventory increased by $13.1 million from July 31, 1995 through
January 28, 1996. However, inventory levels have decreased in
excess of $10.0 million since the end of the second quarter.
The Company's existing credit agreement provides for a term
loan facility of $9.9 million and a revolving credit facility of
$50.0 million for working capital requirements and letters of
credit. As of March 8, 1996 the Company had borrowed $9.9 million
under the term loan and $22.8 million under the working capital
line and had $10.6 million of letters of credit issued against the
revolving credit facility.
-10-
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Certain comparative financial information for the Company is
provided below:
Reorganized Predecessor
Company Company
--------- ---------
January 28, January 29,
1996 1995
--------- ---------
(Dollar Amounts in Thousands)
Current portion of long-term debt $ 4,808 $ 12,764
Total long-term debt 224,407 240,286
Operating cash flow (adjusted EBITDA) <F1> 25,754 22,248
Total interest expense 12,989 16,121
Cash interest expense 4,951 13,782
Capital expenditures 17,606 827
Long-term debt/LTM operating
cash flow <F2> 3.87 5.21
LTM operating cash flow/ total
interest expense <F2> 2.20 <F3>
LTM operating cash flow/ cash
interest expense <F2> 5.92 <F3>
<FN>
<F1>
Represents twenty-six weeks of earnings before interest
expense (which includes amortization of deferred financing
costs), provision for income taxes, depreciation and
amortization, reorganization items, extraordinary items, and
cumulative effect of change in accounting principle.
Operating cash flow (adjusted EBITDA) is presented here as a
measure of the Company's debt service ability and should not
be construed as an alternative to operating income (as
determined in accordance with generally accepted accounting
principles) or to cash flows from operating activities (as
determined on the Statements of Cash Flows in the Company's
financial statements).
<F2>
"LTM operating cash flow" is operating cash flow for the
trailing twelve-month period.
<F3>
Interest expense for this trailing twelve-month period is not
meaningful due to the payment moratorium on the old Senior
Notes and Subordinated Debentures.
</FN>
For the 1996 fiscal year, the Company expects to spend
approximately $28.0 million on capital expenditures. One new
store
-11-
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
was opened in November, and one additional new store is expected
to be completed during the current fiscal year. In addition,
approximately forty stores are expected to be remodeled during
the year.
In August, the Company completed a sale-leaseback of three
of its fee-owned store properties and applied the net proceeds of
$9.1 million to the outstanding balance of the term loan. In
December, the Company amended its existing credit agreement with
The CIT Group/Business Credit, Inc., to effectively increase the
credit facility by $5.0 million, to provide more favorable terms
and to extend the term of the agreement through December 1998.
As amended, the credit facility consists of a $9.9 million term
loan due in December 1998 and a $50.0 million revolving credit
facility for working capital and letters of credit. In January,
the Company completed a sale-leaseback of four fee-owned store
properties, sold its beneficial interest in three real estate
trusts to a third party and applied the aggregate net proceeds of
$12.7 million to repay a mortgage encumbering eight store
properties. The Company is still actively pursuing refinancing
transactions on its five remaining fee-owned store properties,
the sale-leaseback of a store facility that is operating as a
ground lease, and the sale of two unimproved real estate sites,
the total of which could provide up to an additional $12.0
million of net cash proceeds. In addition, the Company exercised
its option of paying interest in kind on its Senior Floating Rate
Notes in August and on its Senior Fixed Rate Notes in August and
February.
In November, the Company signed a five year agreement with
Gooding's Supermarkets, Inc. to supply groceries to the 17-store
chain, and estimates that shipments to Gooding's could approximate
$75.0 million a year.
Based upon the Company's ability to generate working capital
through its operations and its existing credit facility, the
Company believes that it has the financial resources necessary to
pay its capital obligations and implement its business plan.
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.
-12-
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is engaged in various legal actions and claims
arising in the ordinary course of business, including products
liability actions and suits charging violations of certain civil
rights laws and Florida's RICO Act. Management believes, after
discussions with legal counsel, that the ultimate outcome of such
litigation and claims will not have a material adverse effect on
the Company's financial position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
No. Description
- ------- ---------------------------------------------------------
2 First Amended Plan of Reorganization filed by the
Company with the United States Bankruptcy Court of the
District of Delaware on November 9, 1994, as amended by
notices of technical modifications thereto filed on
November 9, 1994, and December 12, 1994 (previously
filed as Exhibit 2 to the Company's Quarterly Report on
Form 10-Q for the period ended October 30, 1994, which
exhibit is hereby incorporated by reference).
3(i)(a) Restated Certificate of Incorporation filed with the
Delaware Secretary of State on December 29, 1994
(previously filed as Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated
by reference).
3(i)(b) Certificate of Designations of Series A Junior
Participating Preferred Stock filed with the Secretary
of State of the State of Delaware on April 26, 1995
(previously filed as Exhibit 3(i)(b) to the Company's
Registration Statement on Form S-1, Registration No. 33-
58999, which exhibit is hereby incorporated by
reference).
3(ii)(a) Bylaws adopted October 12, 1988 (previously filed as
Exhibit 3(ii)(a) to the Company's Quarterly Report on
Form 10-Q for the period ended January 29, 1995, which
exhibit is hereby incorporated by reference).
3(ii)(b) First Amendment to Bylaws adopted July 30, 1991
(previously filed as Exhibit 3(ii)(b) to the Company's
-13-
Exhibit
No. Description
- ------- ---------------------------------------------------------
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated
by reference).
3(ii)(c) Second Amendment to Bylaws adopted December 29, 1994
(previously filed as Exhibit 3(ii)(c) to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated
by reference).
3(ii)(d) Third Amendment to Bylaws adopted April 13, 1995
(previously filed as Exhibit 3(ii)(d) to the Company's
Quarterly Report on Form 10-Q for the period ended
April 30, 1995, which exhibit is hereby incorporated by
reference).
4.1 Indenture dated as of December 29, 1994, between the
Company and Shawmut Bank Connecticut, N.A., as Trustee,
relating to 11.5% Senior Fixed Rate Notes due 2003
(previously filed as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated
by reference).
4.2 Indenture dated as of December 29, 1994, between the
Company and IBJ Schroder Bank & Trust Company, as
Trustee, relating to Senior Floating Rate Notes due
2003 (previously filed as Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated
by reference).
4.3(a) Rights Agreement dated as of April 13, 1995 between the
Company and Shawmut Bank Connecticut, N.A., as Rights
Agent (previously filed as Exhibit 1 to the Company's
Current Report on Form 8-K dated April 13, 1995, which
exhibit is hereby incorporated by reference).
4.3(b) First Amendment to Rights Agreement dated as of June
13, 1995 (previously filed as Exhibit 4.3(b) to the
Company's Quarterly Report on Form 10-Q for the period
ended April 30, 1995, which exhibit is hereby
incorporated by reference).
4.4 Specimen form of Common Stock certificate (previously
filed as Exhibit 4.4 to the Company's Registration
-14-
Exhibit
No. Description
- ------- ---------------------------------------------------------
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
10.1(a) Credit Agreement dated as of December 29, 1994, among
the Company, certain lenders, The CIT Group/Business
Credit, Inc., as administrative agent, and Bank of
America National Trust and Savings Association, as
co-agent (previously filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended January 29, 1995, which exhibit is hereby
incorporated by reference).
10.1(b) Amended and Restated Credit Agreement dated as of
December 19, 1995, among the Company, certain lenders,
and The CIT Group/Business Credit, Inc., as
administrative agent (filed herewith).
10.2 Mortgage, Fixture Filing, Security Agreement and
Assignment of Rents between the Company, as mortgagor,
and Sun Life Insurance Co. of America, as mortgagee,
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).
10.3 Mortgage between the Company, as mortgagor, and Ausa
Life Insurance Company, as mortgagee, dated as of
November 21, 1989 (mortgage satisfied in January
1996)(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).
10.4 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).
10.5(a) Services Agreement dated as of March 1, 1995 between
the Company and GSI Outsourcing Corporation (previously
filed as Exhibit 10.5(a) to the Company's Registration
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
-15-
Exhibit
No. Description
- ------- ---------------------------------------------------------
10.5(b) First Amendment to Services Agreement between the
Company and GSI Outsourcing Corporation (previously
filed as Exhibit 10.5(b) to the Company's Registration
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
10.5(c) Guaranty of Payment, Nondisturbance and Attornment
Agreement dated as of June 1995 among the Company, GSI
Outsourcing Corporation and IBM Credit Corporation
(previously filed as Exhibit 10.5(c) to the Company's
Annual Report on Form 10-K for the fiscal year ended
July 30, 1995, which exhibit is hereby incorporated by
reference).
10.5(d) Addendum to Services Agreement between the Company and
GSI Outsourcing Corporation dated as of July 1995
(previously filed as Exhibit 10.5(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended
July 30, 1995, which exhibit is hereby incorporated by
reference).
10.6 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).
10.7(a) 1995 Non-Employee Director Stock Option Plan adopted on
March 9, 1995 (previously filed as Exhibit 10.7(a) to
the Company's Registration Statement on Form S-1,
Registration No. 33-58999, which exhibit is hereby
incorporated by reference).
10.7(b) Form of Non-Qualified Stock Option Agreement entered
into between the Company and certain directors, as
optionees, pursuant to the 1995 Non-Employee Director
Stock Option Plan (previously filed as Exhibit 10.7(b)
to the Company's Registration Statement on Form S-1,
Registration No. 33-58999, which exhibit is hereby
incorporated by reference).
10.8 Non-Qualified Stock Option Agreement dated as of
January 17, 1995, between the Company and Green Equity
Investors, L.P. (previously filed as Exhibit 10.8 to
the Company's Registration Statement on Form S-1,
Registration No. 33-58999, which exhibit is hereby
incorporated by reference).
-16-
Exhibit
No. Description
- ------- ---------------------------------------------------------
10.9 Management Services Agreement dated as of December 29,
1994, by and between the Company and Leonard Green &
Partners (previously filed as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period
ended January 29, 1995, which exhibit is hereby
incorporated by reference).
10.10 Employment Agreement dated as of January 24, 1995,
between the Company and Ronald Johnson (previously
filed as Exhibit 10.10 to the Company's Registration
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
10.11 Employment Agreement dated as of March 6, 1995, between
the Company and Gary M. Shell (previously filed as
Exhibit 10.11 to the Company's Registration Statement
on Form S-1, Registration No. 33-58999, which exhibit
is hereby incorporated by reference).
10.12 Employment Agreement dated as of March 16, 1995,
between the Company and Clifford C. Smith, Jr.
(previously filed as Exhibit 10.12 to the Company's
Registration Statement on Form S-1, Registration No. 33-
58999, which exhibit is hereby incorporated by
reference).
10.13 Employment Agreement dated as of July 8, 1995, between
the Company and BJ Mehaffey (previously filed as
Exhibit 10.13 to the Company's Annual Report on Form 10-
K for the fiscal year ended July 30, 1995, which
exhibit is hereby incorporated by reference).
10.14 Incentive Compensation Plan adopted on October 26, 1994
(previously filed as Exhibit 10.13 to the Company's
Registration Statement on Form S-1, Registration No. 33-
58999, which exhibit is hereby incorporated by
reference).
10.15 Amended and Restated Kash n' Karry Retirement Estates
and Trust (401(k) Plan) 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).
10.16(a) Form of Deferred Compensation Agreement dated as of
December 21, 1989 between the Company and key employees
-17-
Exhibit
No. Description
- ------- ---------------------------------------------------------
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).
10.16(b) 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).
10.16(c) Master Second Amendment to Deferred Compensation
Agreements, dated as of December 30, 1993 between the
Company and the key employees party thereto (previously
filed as Exhibit 10.13(d) to the Company's Quarterly
Report on Form 10-Q for the period ended January 30,
1994, which exhibit is hereby incorporated by
reference).
10.16(d) Master Third Amendment to Deferred Compensation
Agreements, dated as of September 2, 1994, between the
Company and the key employees party thereto (previously
filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the period ended January 29, 1995,
which exhibit is hereby incorporated by reference).
10.17(a) 1995 Key Employee Stock Option Plan (previously filed
as Exhibit 10.16(a) to the Company's Registration
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
10.17(b) Non-Qualified Stock Option Agreement dated March 9,
1995 between the Company and Ronald E. Johnson
(previously filed as Exhibit 10.16(b) to the Company's
Registration Statement on Form S-1, Registration No. 33-
58999, which exhibit is hereby incorporated by
reference).
10.17(c) Form of Non-Qualified Stock Option Agreement entered
into between the Company and certain key employees, as
optionees, pursuant to the 1995 Key Employee Stock
Option Plan (previously filed as Exhibit 10.16(b) to
the Company's Registration Statement on Form S-1,
Registration No. 33-58999, which exhibit is hereby
incorporated by reference).
-18-
Exhibit
No. Description
- ------- ---------------------------------------------------------
10.18 Employment and Consulting Agreement dated July 1, 1994
between the Company and Anthony R. Petrillo (previously
filed as Exhibit 10.18 to the Company's Annual Report
on Form 10-K for the fiscal year ended July 30, 1995,
which exhibit is hereby incorporated by reference).
10.19 Form of Bonus Deferred Compensation Agreement dated as
of July 28, 1995 between the Company and certain key
employees (previously filed as Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the fiscal
year ended July 30, 1995, which exhibit is hereby
incorporated by reference).
10.20 Supply Agreement dated as of November 29, 1995 between
the Company and Gooding's Supermarkets, Inc.
(previously filed as Exhibit 10.20 to the Company's
Quarterly Report on Form 10-Q for the period ended
October 29, 1995, which exhibit is hereby incorporated
by reference).
10.21 Separation, Waiver and Release Agreement dated as of
January 31, 1996 between the Company and Raymond P.
Springer (filed herewith).
11 Statement re computation of per share earnings (filed
herewith).
21 Subsidiaries of the Company (previously filed as
Exhibit 21 to the Company's Annual Report on Form 10-K
for the fiscal year ended July 30, 1995, which exhibit
is hereby incorporated by reference).
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K:
None
-19-
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 13, 1996 By: /s/ Richard D. Coleman
--------------------------------
Richard D. Coleman
Senior Vice President,
Administration
Date: March 13, 1996 By: /s/ Marvin H. Snow, Jr.
--------------------------------
Marvin H. Snow, Jr.
Vice President, Controller