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 April 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 June 6, 1996, there were 4,674,314 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
April 28, July 30,
1996 1995
--------- --------
(Unaudited)
Current assets:
Cash and cash equivalents $ 3,181 $ 4,803
Accounts receivable 12,579 6,504
Inventories 88,460 86,840
Prepaid expenses and other current assets 4,891 4,310
-------- --------
Total current assets 109,111 102,457
Property and equipment, at cost, less
accumulated depreciation 132,965 139,967
Favorable lease interests, less accumulated
amortization of $2,650 and $1,152 27,304 28,802
Deferred financing costs, less accumulated
amortization of $1,782 and $809 4,169 3,684
Excess reorganization value, less accumulated
amortization of $14,056 and $6,627 87,263 94,692
Deferred tax asset 1,200 1,200
Other assets 2,412 2,770
-------- ---------
Total assets $364,424 $373,572
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 5,610 $ 5,563
Accounts payable 44,808 39,231
Accrued expenses 32,226 44,499
--------- ---------
Total current liabilities 82,644 89,293
Long-term debt, less current obligations 213,712 218,131
Other long-term liabilities 15,194 16,510
Stockholders' equity:
Common Stock of $.01 par value.
Authorized 5,500,000 shares; 4,674,314
and 4,649,943 shares outstanding. 46 46
Capital in excess of par value 46,692 46,449
Retained earnings 6,136 3,143
---------- ----------
Total stockholders' equity 52,874 49,638
---------- ----------
Total liabilities & stockholders' equity $364,424 $373,572
========== ==========
See accompanying notes to financial statements.
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KASH N' KARRY FOOD STORES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
Thirteen Thirteen
Weeks Ended Weeks Ended
April 28, April 30,
1996 1995
-------- --------
Sales $256,410 $269,927
Cost of sales 198,885 211,722
-------- --------
Gross profit 57,525 58,205
Selling, general and
administrative expenses 38,175 38,896
Depreciation and amortization 6,270 6,457
-------- --------
Operating income 13,080 12,852
Interest expense 6,469 6,942
-------- --------
Income before income taxes 6,611 5,910
Provision for income taxes 2,963 3,189
-------- --------
Net income $ 3,648 $ 2,721
======== ========
Net income per common share $ 0.77 $ 0.58(A)
======== ========
(A) Restated to reflect the 3-for-2 stock split effected in the form of a
stock dividend paid on July 17, 1995.
See accompanying notes to financial statements.
-3-
KASH N' KARRY FOOD STORES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
----------------------- --------
Thirty-nine Seventeen Twenty-Two
Weeks Ended Weeks Ended Weeks Ended
April 28, April 30, January 1,
1996 1995 1995
-------- -------- --------
Sales $788,132 $356,281 $426,681
Cost of sales 625,184 280,662 340,802
-------- -------- --------
Gross profit 162,948 75,619 85,879
Selling, general and
administrative expenses 117,844 51,122 68,819
Depreciation and amortization 18,598 8,436 10,234
-------- -------- --------
Operating income 26,506 16,061 6,826
Interest expense 19,458 9,344 13,719
-------- -------- --------
Income (loss) before reorganization
items, income taxes, extraordinary
item and change in accounting
principle 7,048 6,717 (6,893)
Reorganization items -- -- (4,869)
-------- -------- --------
Income (loss) before income taxes,
extraordinary item and change
in accounting principle 7,048 6,717 (11,762)
Provision for income taxes 4,055 3,189 --
Income (loss) before extra- -------- -------- --------
ordinary item and change
in accounting principle 2,993 3,528 (11,762)
Extraordinary item - gain on
debt discharge -- -- 70,166
Cumulative effect of change in
accounting principle -
postretirement medical benefits -- -- (2,000)
-------- -------- --------
Net income $ 2,993 $ 3,528 $56,404
======== ======== ========
Net income per common
share $ 0.63 $ 0.75(A) (B)
======== ======== ========
(A) Restated to reflect the 3-for-2 stock split effected in the form of a
stock dividend paid on July 17, 1995.
(B) 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.
See accompanying notes to financial statements.
-4-
KASH N' KARRY FOOD STORES, INC.
STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
----------------------- --------
Thirty-Nine Seventeen Twenty-Two
Weeks Ended Weeks Ended Weeks Ended
April 28, April 30, January 1,
1996 1995 1995
-------- -------- --------
Net cash flow from operating activities:
Net income $ 2,993 $ 3,528 $ 56,404
Adjustments to reconcile net income
to net cash provided
by operating activities:
Depreciation and amortization,
excluding deferred financing costs 18,598 8,436 10,234
Amortization of deferred
financing costs 978 494 1,152
Provision for income taxes 4,055 3,189 --
Issuance of additional senior
notes in lieu of cash interest 16,630 -- --
Reorganization items -- -- 4,869
Change in accounting principle -- -- 2,000
Gain on discharge of debt -- -- (70,166)
(Increase) decrease in assets:
Accounts receivable (6,075) (983) 2,322
Inventories (1,620) 3,908 (5,917)
Prepaid expenses and other assets (483) (403) (194)
Increase (decrease) in liabilities:
Accounts payable 5,577 4,192 1,800
Accrued expenses and other
liabilities (13,740) 3,309 9,083
-------- -------- --------
Net cash provided by
operating activities 26,913 25,670 11,587
-------- -------- --------
Cash used by investing activities:
Additions to property and equipment (25,888) (1,509) (665)
Leased asset additions (3,019) -- --
-------- -------- --------
Net cash used by investing
activities (28,907) (1,509) (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
----------------------- --------
Thirty-Nine Seventeen Twenty-Two
Weeks Ended Weeks Ended Weeks Ended
April 28, April 30, January 1,
1996 1995 1995
-------- -------- --------
Cash provided (used) by financing activities:
Borrowings under credit loan
facility $ 21,592 $ 4,200 $50,800
Sale of common stock -- -- 10,000
Proceeds from exercise of common
stock options 243 -- --
Proceeds from sale-leaseback 26,110 -- --
Additions to obligations under
capital leases 3,019 -- --
Repayments of credit loan
facility (29,043) (19,918) (60,928)
Repayments of other long-term
liabilities (20,118) (1,937) (7,363)
Other financing activities (1,431) (251) (9,294)
-------- -------- --------
Net cash provided (used) by
financing activities 372 (17,906) (16,785)
-------- -------- --------
Net increase (decrease) in cash
and cash equivalents (1,622) 6,255 (5,863)
Cash and cash equivalents at beginning
of period 4,803 989 6,852
-------- -------- --------
Cash and cash equivalents at end
of period $ 3,181 $ 7,244 $ 989
======== ======== ========
See accompanying notes to financial statements.
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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 April 28,
1996 are not comparable to the Company's condensed financial
statements of periods prior to January 1, 1995. 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 April
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:
April 28, July 30,
1996 1995
Term loan and revolving -------- --------
credit facilities $ 25,692 $ 33,143
Senior Floating Rate Notes 23,942 22,953
Senior Fixed Rate Notes 136,803 121,162
Mortgages payable 17,867 33,108
Capital lease obligations and other 15,018 13,328
Long-term debt including -------- --------
current portion 219,322 223,694
Less current portion (5,610) (5,563)
-------- --------
Long-term debt $213,712 $218,131
======== =========
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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 discussion below compares the results of operations for
the thirteen weeks ended April 28, 1996 (the "1996 Three-Month
Period") with the thirteen weeks ended April 30, 1995 (the "1995
Three Month Period"); and the thirty-nine weeks ended April 28,
1996 (the "1996 Nine-Month Period") with the thirty-nine weeks
ended April 30, 1995 (the "1995 Nine-Month Period"). Except as
specifically acknowledged below, management believes that the
impact of the Restructuring and the implementation of fresh start
reporting did not significantly affect the results of operations
for the 1995 Nine-Month Period, and that the combined operating
results of the individual seventeen week period and twenty-two
week period ended April 30, 1995 and January 1, 1995,
respectively, are indicative of the results of operations of the
thirty-nine week period ended April 30, 1995. The following
table compares certain income and expense line items as a
percentage of sales:
1996 1995 1996 1995
Three- Three- Nine- Nine-
Month Month Month Month
Period Period Period Period
--------- --------- --------- ----------
Sales 100.00% 100.00% 100.00% 100.00%
Gross profit 22.44% 21.56% 20.67% 20.63%
Selling, general and
administrative expenses 14.89% 14.41% 14.95% 15.32%
Depreciation and amortization 2.45% 2.39% 2.36% 2.38%
Operating income 5.10% 4.76% 3.36% 2.93%
Interest expense 2.52% 2.57% 2.47% 2.95%
Income (loss) before income
taxes and "fresh start"
accounting adjustments 2.58% 2.19% 0.89% (0.02)%
"Fresh start" accounting
adjustments, net -- -- -- 8.08%
Provision for income taxes 1.16% 1.18% 0.51% 0.41%
Net income (loss) 1.42% 1.01% 0.38% 7.65%
Sales. Sales for the 1996 Three-Month Period were $256.4
million, or $13.5 million less than the 1995 Three Month Period.
Reduced promotional activity, combined with an increase in new
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KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
store and remodel activity of traditional as well as non-
traditional competitors, are the primary reasons for the decrease
in sales. In addition, Company stores under remodel experienced
sales decreases during the remodel period. Sales for the 1996
Nine-Month Period were $788.1 million compared to $783.0
million for the 1995 Nine-Month Period. Same store sales
increased 0.1% for the 1996 Nine-Month Period despite a same
store sales decrease of 5.6% for the 1996 Three-Month Period.
Gross Profit. The improvement in gross profit, as a
percentage of sales, for the 1996 Three-Month Period was
primarily due to the abovementioned reduced investment in
promotional activities combined with improved sales distributions
of higher margin perishable departments, which resulted from the
Company's store remodeling program and marketing emphasis on
perishables. The improvement in gross profit, as a percentage of
sales, for the 1996 Nine-Month Period is primarily the result of
the improvement in sales distributions of the higher margin
perishable departments.
Selling, General and Administrative Expenses. Selling,
general and administrative expenses decreased from $38.9 million
for the 1995 Three-Month Period to $38.2 million for the 1996
Three-Month Period. However, due to the sales decrease from the
prior year, selling, general and administrative expenses, as a
percentage of sales, increased for the 1996 Three-Month Period.
Improvements in store labor, group insurance, casualty insurance
and utilities were partially offset by increased advertising,
systems and floor care expenses and lower recycling income due to
significantly lower cardboard prices. Selling, general and
administrative expenses were 14.95% of sales for the 1996 Nine-
Month Period compared to 15.32% of sales for the 1995 Nine-Month
Period, or a decrease of $2.1 million.
Depreciation and Amortization. The decrease in depreciation
and amortization for the 1996 Three-Month Period and the 1996
Nine-Month Period are primarily attributable to the sale and
simultaneous leaseback of certain fee-owned store properties
partially offset by depreciation of assets associated with new
stores and remodels.
Interest Expense. Interest expense decreased $0.5 million
for the 1996 Three-Month Period, primarily due to sale-leaseback
transactions of certain store properties completed during the
year. Interest expense for the 1996 Nine-Month Period was $19.5
million, or $3.6 million less than the 1995 Nine-Month Period.
The decrease was primarily the result of converting $105 million
of 14% Subordinated Debentures into equity in connection with the
financial restructuring completed in December 1994 and the impact
of the sale-leaseback transactions noted above, partially offset
-10-
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
by an interest moratorium on the Subordinated Debentures, old
Fixed Rate Notes, and old Floating Rate Notes during the
financial restructuring period of the prior year.
Financial Condition
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 June 6, 1996 the Company had borrowed $9.9 million
under the term loan and $21.3 million under the working capital
line and had $10.8 million of letters of credit issued against
the revolving credit facility.
For the 1996 fiscal year, the Company expects to spend
approximately $28.0 million of cash for capital expenditures. Two
new stores were opened in the current fiscal year and
approximately forty stores are expected to be remodeled.
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. In March, the Company completed a subsequent sale-
leaseback of three additional fee-owned store properties, and is
marketing its beneficial interest in the three real estate trusts
to a third party. The Company is still actively pursuing
transactions on its two 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 $8.0 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.
-11-
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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).
3(ii)(e) Fourth Amendment to Bylaws adopted March 8, 1996 (filed
herewith).
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).
-14-
Exhibit
No. Description
- ------- ---------------------------------------------------------
4.4 Specimen form of Common Stock certificate (previously
filed as Exhibit 4.4 to the Company's Registration
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 (previously filed as Exhibit
10.1(b) to the Company's Quarterly Report on Form 10-Q
for the period ended January 28, 1996, which exhibit is
hereby incorporated by reference).
10.1(c) First Amendment to Amended and Restated Credit
Agreement dated as of March 28, 1996, 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.
-15-
Exhibit
No. Description
- ------- ---------------------------------------------------------
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).
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,
-16-
Exhibit
No. Description
- ------- ---------------------------------------------------------
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).
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(a) 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).
10.10(b) Letter agreement dated as of May 22, 1996, amending
Employment Agreement with Ronald Johnson (filed
herewith).
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(a) 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).
10.12(b) Letter agreement dated as of May 23, 1996, amending
Employment Agreement with Clifford C. Smith, Jr. (filed
herewith).
10.13(a) 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
-17-
Exhibit
No. Description
- ------- ---------------------------------------------------------
10-K for the fiscal year ended July 30, 1995, which
exhibit is hereby incorporated by reference).
10.13(b) Letter agreement dated as of May 23, 1996, amending
Employment Agreement with BJ Mehaffey (filed herewith).
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
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
-18-
Exhibit
No. Description
- ------- ---------------------------------------------------------
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).
10.18 Employment and Consulting Agreement dated September 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 (previously filed as Exhibit 10.21 to the
-19-
Exhibit
No. Description
- ------- ---------------------------------------------------------
Company's Quarterly Report on Form 10-Q for the period
ended January 28, 1996, which exhibit is hereby
incorporated by reference).
10.22(a) Employment Agreement dated as of January 26, 1996
between the Company and Richard D. Coleman (filed
herewith).
10.22(b) Letter Agreement dated as of May 23, 1996, amending
Employment Agreement with Richard D. Coleman (filed
herewith).
11 Statement re computation of per share earnings (filed
herewith).
21 Subsidiaries of the Company (filed herewith).
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K:
None
-20-
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: June 7, 1996 By:/s/ Richard D. Coleman
______________________________
Richard D. Coleman
Senior Vice President,
Administration
Date: June 7, 1996 By:/s/ Marvin H. Snow, Jr.
______________________________
Marvin H. Snow, Jr.
Vice President, Controller