-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ga5A5tP6PrB0tTNRIhyP9hltEctt0P/n6smil2xpeK0C48PDUL4Cyz5R6JY06mov J/OodZge5ghBazb1wD9sQw== 0000945723-96-000017.txt : 19961219 0000945723-96-000017.hdr.sgml : 19961219 ACCESSION NUMBER: 0000945723-96-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961103 FILED AS OF DATE: 19961218 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KASH N KARRY FOOD STORES INC CENTRAL INDEX KEY: 0000842913 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 954161591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25260 FILM NUMBER: 96682682 BUSINESS ADDRESS: STREET 1: 6422 HARNEY RD CITY: TAMPA STATE: FL ZIP: 33610 BUSINESS PHONE: 8136210276 10-Q 1 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 November 3, 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 December 13, 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) (Unaudited) ASSETS November 3, July 28, 1996 1996 --------- -------- (Unaudited) Current assets: Cash and cash equivalents $ 9,655 $ 6,778 Accounts receivable 9,428 12,239 Inventories 94,455 90,332 Prepaid expenses and other current assets 7,282 7,071 -------- -------- Total current assets 120,820 116,420 Property and equipment, at cost, less accumulated depreciation 130,113 132,016 Favorable lease interests, less accumulated amortization of $3,648 and $3,149 26,306 26,805 Deferred financing costs, less accumulated amortization of $2,511 and $2,155 4,267 4,509 Excess reorganization value, less accumulated amortization of $16,960 and $16,006 84,359 85,313 Deferred tax asset 2,555 1,200 Other assets 2,423 2,362 -------- --------- Total assets $370,843 $368,625 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,771 $ 5,507 Accounts payable 44,137 43,440 Accrued payroll and benefits 4,732 6,441 Accrued interest 4,678 8,809 Other accrued expenses 19,322 21,159 --------- --------- Total current liabilities 77,640 85,356 Long-term debt, less current obligations 228,762 215,464 Other long-term liabilities 15,771 15,949 Stockholders' equity: Common Stock of $.01 par value. Authorized 5,500,000 shares; 4,674,314 shares outstanding. 46 46 Capital in excess of par value 46,693 46,693 Retained earnings 1,931 5,117 ---------- ---------- Total stockholders' equity 48,670 51,856 ---------- ---------- Total liabilities & stockholders' equity $370,843 $368,625 ========== ========== See accompanying notes to condensed financial statements. 2 KASH N' KARRY FOOD STORES, INC. STATEMENTS OF OPERATIONS (Dollar Amounts in Thousands, Except Per Share Amounts) (Unaudited) Fourteen Thirteen Weeks Ended Weeks Ended November 3, October 29, 1996 1995 --------- --------- Sales $242,418 $250,368 Cost of sales 194,044 199,950 --------- --------- Gross profit 48,374 50,418 Selling, general and administrative expenses 40,074 40,022 Depreciation and amortization 6,138 6,167 --------- --------- Operating income 2,162 4,229 Interest expense 6,703 6,422 --------- --------- Loss before income taxes (4,541) (2,193) Income tax benefit 1,355 362 --------- --------- Net loss $ (3,186) $ (1,831) ========= ========= Net loss per common share (A) $ (0.68) $ (0.39) ========= ========== (A) Based on a weighted average number of shares of common stock of 4,674,314 and 4,649,943 outstanding for the fourteen weeks ended November 3, 1996 and the thirteen weeks ended October 29, 1995, respectively. See accompanying notes to condensed financial statements. 3 KASH N' KARRY FOOD STORES, INC. STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Fourteen Thirteen Weeks Ended Weeks Ended November 3, October 29, 1996 1995 Net cash flow from operating activities: -------- -------- Net loss $ (3,186) $ (1,831) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization, excluding deferred financing costs 6,138 6,167 Amortization of deferred financing costs 356 316 Income tax benefit (1,355) (362) Issuance of additional senior notes in lieu of cash interest -- 9,192 (Increase) decrease in assets: Accounts receivable 2,811 (4,212) Inventories (4,123) (15,008) Prepaid expenses and other assets (185) 345 Increase (decrease) in liabilities: Accounts payable 697 16,350 Accrued expenses and other liabilities (7,709) (5,666) Net cash provided (used) by -------- -------- operating activities (6,556) 5,291 -------- -------- Cash provided (used) by investing activities: Additions to property and equipment (6,657) (6,959) Net proceeds from sale of assets 3,788 -- -------- -------- Net cash provided (used) by investing activities (2,869) (6,959) -------- -------- Cash provided (used) by financing activities: Borrowings under revolving loan facility 14,714 13,336 Proceeds from sale/leaseback -- 9,458 Repayments on revolving loan facility (1,509) (9,996) Repayments on term loan facility -- (10,820) Repayments of other long-term liabilities (790) (1,629) Other financing activities (113) (798) -------- -------- Net cash provided (used) by financing activities 12,302 (449) -------- -------- Net increase (decrease) in cash and cash equivalents 2,877 (2,117) Cash and cash equivalents at beginning of period 6,778 4,803 -------- -------- Cash and cash equivalents at end of period $ 9,655 $ 2,686 ======== ======== See accompanying notes to condensed financial statements. 4 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 1996 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. 2. The Company follows a fifty-two/fifty-three week fiscal year ending on the Sunday nearest to July 31, and, therefore, has reported fourteen weeks of operations for the quarter ended November 3, 1996. The fiscal year ending August 3, 1997 will have fifty-three weeks of operations. 3. 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. 4. Long-term debt consists of the following: November 3, July 28, 1996 1996 -------- -------- Credit facility $ 38,861 $ 25,656 Senior Floating Rate Notes 23,942 23,942 Senior Fixed Rate Notes 136,802 136,802 Mortgages payable 16,512 17,655 Capital lease obligations and other 17,416 16,916 -------- -------- Long-term debt including current portion 233,533 220,971 Less current portion (4,771) (5,507) -------- -------- Long-term debt $228,762 $215,464 ======== ========= 5. On October 31, 1996, the Company, Food Lion, Inc. ("Food Lion"), and KK Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Food Lion, entered into an Agreement and Plan of Merger (the "Merger Agreement"). In 5 KASH N' KARRY FOOD STORES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (In Thousands) (Unaudited) accordance with the terms and subject to the conditions of the Merger Agreement, on November 15, 1996 Food Lion commenced a tender offer (the "Offer") for all outstanding shares of common stock of the Company at a price of $26 per share, net to the seller in cash. The Offer, originally scheduled to expire at 12:00 midnight, New York City time, on December 13, 1996, was extended by Food Lion and expired at 12:00 midnight, New York City time, on Tuesday, December 17, 1996, at which time more than 90% of the outstanding shares had been tendered. On December 18, 1996, all of the tendered shares were accepted for payment and management contemplates that KK Acquisition Corp. will be merged with and into the Company (the "Merger") effective as of such date. As a result of the Offer and the Merger, the Company will become a wholly-owned subsidiary of Food Lion. 6 KASH N' KARRY FOOD STORES, INC. MANAGEMENT'S DISCUSSION AND ANAYLSIS 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: Fourteen Thirteen Weeks Ended Weeks Ended November 3, October 29, 1996 1995 ---------- ---------- Sales 100.00% 100.00% Gross profit 19.95% 20.14% Selling, general and administrative expenses 16.53% 15.99% Depreciation and amortization 2.53% 2.46% Operating income 0.89% 1.69% Interest expense 2.76% 2.56% Pretax loss (1.87)% (0.87)% Income tax benefit 0.56% 0.14% Net loss (1.31)% (0.73)% SALES. Sales for the fourteen weeks ended November 3, 1996 were $242.4 million, or 3.2% below the sales for the thirteen weeks ended October 29, 1995. Same store sales, on a comparable thirteen week period, decreased 10.8%. Sales have decreased due to an increase in new store and remodel activity of traditional as well as non-traditional competitors and generally lower retail prices. In addition, the Company's remodeled stores experienced sales decreases during the remodeling period. GROSS PROFIT. Gross profit, as a percentage of sales, was lower than the prior year as a result of generally lower retail prices and higher promotional expenses. SELLING, GENERAL and ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses were flat compared to the prior year. Lower store labor, supplies and insurance expenses were offset by expenses associated with the additional week of operations. Selling, general and administrative expenses, as a percentage of sales, increased due to the lower sales volume. DEPRECIATION and AMORTIZATION. Depreciation and amortization was flat compared to the prior year due to an additional week of 7 KASH N' KARRY FOOD STORES, INC. MANAGEMENT'S DISCUSSION AND ANAYLSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION expense offset by the reduction of depreciation associated with assets sold during the last twelve months. INTEREST EXPENSE. Interest expense increased $0.3 million compared to the prior year as a result of an additional week of operations and an increase in the amount of Senior Fixed Rate Notes outstanding, partially offset by lower interest expense on mortgage debt due to sale-leaseback transactions completed during the last twelve months. 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 December 13, 1996, the Company had borrowed $9.9 million under the term loan and $33.8 million under the working capital line and had $7.5 million of letters of credit issued against the revolving credit facility. In 1995, the Company began a comprehensive remodeling program to upgrade and expand, where necessary, its store facilities to support its emphasis on quality perishables. For 1997, the Company expects total capital expenditures of approximately $30.0 million, of which approximately $22.0 million will be spent on two new stores, one replacement store, four expansion remodels and four additional major remodels. On October 31, 1996, the Company, Food Lion, Inc. ("Food Lion"), and KK Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Food Lion, entered into an Agreement and Plan of Merger (the "Merger Agreement"). In accordance with the terms and subject to the conditions of the Merger Agreement, on November 15, 1996 Food Lion commenced a tender offer (the "Offer") for all outstanding shares of common stock of the Company at a price of $26 per share, net to the seller in cash. The Offer, originally scheduled to expire at 12:00 midnight, New York City time, on December 13, 1996, was extended by Food Lion and expired at 12:00 midnight, New York City time, on Tuesday, December 17, 1996, at which time more than 90% of the outstanding shares had been tendered. On December 18, 1996, all of the tendered shares were accepted for payment and management contemplates that KK Acquisition Corp. will be merged with and into the Company (the "Merger") effective as of such date. As a result of the Offer and the Merger, the Company will become a wholly-owned subsidiary of Food Lion. Management believes that the Merger will immediately improve the Company's liquidity by, among other things, recapitalizing the existing debt, and will allow the Company to accelerate its new store and remodeling plan. 8 KASH N' KARRY FOOD STORES, INC. MANAGEMENT'S DISCUSSION AND ANAYLSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION 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. 9 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There were no matters submitted to a vote of security holders during the quarter ended November 3, 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: Exhibit No. Description - ------- --------------------------------------------------------- 2.1 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). 2.2 Agreement and Plan of Merger, dated as of October 31, 1996, by and among Food Lion, Inc., KK Acquisition Corp. and Kash n' Karry Food Stores, Inc. (previously filed as Exhibit (2) to the Company's Current Report on Form 8-K dated October 31, 1996, which exhibit is hereby incorporated by reference herein). 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 10 Exhibit No. Description - ------- --------------------------------------------------------- (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 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 (previously filed as Exhibit 3(ii)(3) to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996, 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 11 Exhibit No. Description - ------- --------------------------------------------------------- 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). 4.3(c) Second Amendment to the Rights Agreement, dated as of October 30, 1996, between Kash n' Karry Food Stores, Inc. and Fleet National Bank (successor to Shawmut Bank Connecticut, N.A.), as Rights Agent (previously filed as Exhibit (4) to the Company's Current Report on Form 8-K dated October 31, 1996, which exhibit is hereby incorporated by reference herein). 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 12 Exhibit No. Description - ------- --------------------------------------------------------- Company, certain lenders and The CIT Group/Business Credit, Inc., as administrative agent (previously filed as Exhibit 10.1(c) to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996, which exhibit is hereby incorporated by reference). 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). 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 13 Exhibit No. Description - ------- --------------------------------------------------------- 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). 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 14 Exhibit No. Description - ------- --------------------------------------------------------- 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 (previously filed as Exhibit 10.10(b) to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996, 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(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. (previously filed as Exhibit 10.12(b) to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996, which exhibit is hereby incorporated by reference). 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 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 (previously filed as Exhibit 10.12(b) to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996, 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). 15 Exhibit No. Description - ------- --------------------------------------------------------- 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 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. 16 Exhibit No. Description - ------- --------------------------------------------------------- 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 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. (filed herewith) (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 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 (previously filed as Exhibit 10.22(a) to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996, which exhibit is hereby incorporated by reference). 10.22(b) Letter Agreement dated as of May 23, 1996, amending Employment Agreement with Richard D. Coleman 17 Exhibit No. Description - ------- --------------------------------------------------------- (previously filed as Exhibit 10.22(b) to the Company's Quarterly Report on Form 10-Q for the period ended April 28, 1996, which exhibit is hereby incorporated by reference). 10.23 Stockholders Agreement, dated as of October 31, 1996, among Food Lion, Inc., KK Acquisition Corp., Kash n' Karry Food Stores, Inc. and the stockholders of Kash n' Karry Food Stores, Inc. signatory thereto Acquisition Corp. and Kash n' Karry Food Stores, Inc. (previously filed as Exhibit (10) to the Company's Current Report on Form 8-K dated October 31, 1996, which exhibit is hereby incorporated by reference herein). 11 Statement re computation of per share earnings (filed herewith). 27 Financial Data Schedule (filed herewith). (b) Reports on Form 8-K: (1) Current Report on Form 8-K dated October 31, 1996. (2) Current Report on Form 8-K dated November 8, 1996. 18 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: December 18, 1996 By: /s/ Richard D. Coleman --------------------------- Richard D. Coleman Senior Vice President, Administration Date: December 18, 1996 By: /s/ Marvin H. Snow, Jr. --------------------------- Marvin H. Snow, Jr. Vice President, Controller EX-11 2 Exhibit 11 ---------- Quarter 1 Earnings Per Share Fourteen Weeks Ended November 3, 1996 --------- Net loss $(3,186,000) Common shares outstanding 4,674,314 Net loss per share $ (0.68) =========== (Note) Due to the net loss, conversion of common stock equivalents are not considered. EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION DERIVED FROM THE CONDENSED FINANCIAL STATEMENTS OF KASH N' KARRY FOOD STORES, INC. AS OF AND FOR THE PERIOD ENDED NOVEMBER 3, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONDENSED FINANCIAL STATEMENTS. 1,000 3-MOS AUG-03-1997 JUL-29-1996 NOV-03-1996 9,655 0 9,428 0 94,455 102,820 172,063 41,950 370,843 77,640 228,762 0 0 46 48,624 370,843 242,418 242,418 194,044 240,256 0 0 6,703 (4,541) 1,355 (3,186) 0 0 0 (3,186) $(0.68) $(0.68)
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