<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 31, 1997
-------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
----------
----------
Commission file number 0-1946
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DART GROUP CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 53-0242973
-------------------------------- --------------------------
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
3300 75th Avenue, Landover, Maryland, 20785
---------------------------------------------
(Address of principal executive offices)
(Zip Code)
(301) 226-1200
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
----- -----
At September 12, 1997, the registrant had 1,764,956 shares outstanding of Class
A Common Stock, $1.00 par value per share, and 327,270 shares outstanding of
Class B Common Stock, $1.00 par value per share. The Class B Stock is the only
voting stock and is not publicly traded.
1
<PAGE> 2
PART I
Item 1. Financial Statements
Certain consolidated financial statements included herein have been prepared by
Dart Group Corporation ("Dart"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although Dart believes that the
disclosures are adequate to make the information presented not misleading.
It is suggested that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in Dart's annual report on Form 10-K for the fiscal year ended January
31, 1997.
2
<PAGE> 3
DART GROUP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended July 31, Ended July 31,
--------------------- ---------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales $374,217 $163,798 $738,721 $320,326
Other interest and other income 1,896 1,333 2,916 2,741
-------- -------- -------- --------
376,113 165,131 741,637 323,067
-------- -------- -------- --------
Expenses:
Cost of sales, store occupancy
and warehousing 293,159 128,805 575,047 250,611
Selling and administrative 77,343 35,102 149,574 69,308
Depreciation and amortization 7,165 3,499 13,628 6,930
Interest 6,059 2,161 12,837 4,336
Closed store reserve (1,500) - (1,500) -
-------- -------- -------- --------
382,226 169,567 749,586 331,185
-------- -------- -------- --------
Loss before income taxes, equity
in affiliate, minority interests
and extraordinary item (6,113) (4,436) (7,949) (8,118)
Income taxes (benefit) (1,173) (871) (2,753) (1,217)
-------- -------- -------- --------
Loss before equity in affiliate,
minority interests and
extraordinary item (4,940) (3,565) (5,196) (6,901)
Equity in affiliate - 2,740 - 5,124
Minority interests in
loss of consolidated
subsidiaries 2,302 527 3,801 1,012
-------- -------- -------- --------
Loss before
extraordinary item (2,638) (298) (1,395) (765)
Extraordinary item:
Loss on early extinguishment
of debt, net of income taxes
of $2,150 (3,126) - (3,126) -
-------- -------- -------- --------
Net income (loss) $ (5,764) $ (298) $ (4,521) $ (765)
======== ======== ======== ========
Loss per share:
Loss before extraordinary item $ (1.28) $ (.30) $ (.82) $ (.66)
Extraordinary item:
Loss on early extinguishment
of debt (1.40) - (1.40) -
-------- -------- -------- --------
Net income (loss) per share $ (2.68) $ (.30) $ (2.22) $ (.66)
======== ======== ======== ========
Weighted average shares
outstanding 2,090 2,074 2,089 2,074
======== ======== ======== ========
Dividends per share of Class
A Common Stock $ .033 $ .033 $ .066 $ .066
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
DART GROUP CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited) (Audited)
July 31, January 31,
ASSETS 1997 1997
---------- ----------
<S> <C> <C>
Current Assets:
Cash $ 15,486 $ 12,382
Short-term instruments 31,524 27,276
Marketable debt securities 29,046 5,714
Restricted Proceeds 50,218 -
Accounts receivable 16,468 14,699
Income taxes refundable 4,445 3,802
Merchandise inventories 251,645 218,619
Deferred income tax benefit 7,765 7,324
Other current assets 7,848 6,445
-------- --------
Total Current Assets 414,445 296,261
-------- --------
Property and Equipment, at cost:
Furniture, fixtures and equipment 173,131 104,541
Buildings and leasehold improvements 33,588 29,873
Land 1,034 1,034
Property under capital leases 31,859 24,472
-------- --------
239,612 159,920
Accumulated depreciation and amortization 126,233 80,849
-------- --------
113,379 79,071
-------- --------
Share of equity in Shoppers Food
Warehouse Corp. - 52,802
-------- --------
Goodwill, net of accumulated amortization
of $2,357 and $271 148,755 1,890
-------- --------
Deferred income tax benefit 18,036 14,375
-------- --------
Other assets 23,073 5,773
-------- --------
Total Assets $717,688 $450,172
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
<PAGE> 5
DART GROUP CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited) (Audited)
July 31, January 31,
LIABILITIES 1997 1997
---------- ----------
<S> <C> <C>
Current Liabilities:
Current portion of mortgages payable $ 193 $ 1,106
Accounts payable, trade 132,679 102,942
Income taxes payable 2,429 3,322
Accrued salaries and employee benefits 26,568 18,766
Accrued taxes other than income taxes 11,461 9,738
Current portion of reserve for closed
facilities and restructuring 6,800 5,701
Other accrued liabilities 69,893 64,215
Current portion of obligations under capital leases 209 209
-------- --------
Total Current Liabilities 250,232 205,999
-------- --------
Mortgages payable 322 353
-------- --------
Crown Books' credit facility 16,487 -
-------- --------
Obligations under capital leases 42,041 30,373
-------- --------
Reserve for closed facilities and restructuring 25,117 27,341
-------- --------
Deferred income taxes 3,501 -
-------- --------
Shoppers Food Senior Notes due 2004 200,000 -
-------- --------
Other Liabilities 2,068 -
-------- --------
Commitments and Contingencies
Minority interests 63,955 67,750
-------- --------
Stockholders' Equity
Class A common stock, non-voting, par value $1.00
per share; 3,000,000 shares authorized; 1,964,858
and 1,962,403 shares issued, respectively 1,965 1,962
Class B common stock, voting par value $1.00 per
share; 500,000 shares authorized and issued 500 500
Paid-in capital 79,033 78,841
Notes receivable-shareholder (65,130) (65,130)
Unrealized gains (losses) on short-term investments 30 (22)
Retained earnings 99,604 104,242
Treasury Stock, 202,340 shares of Class
A common stock, at cost (1,749) (1,749)
Treasury Stock, 172,730 shares of Class
B common stock, at cost (288) (288)
-------- --------
Total Stockholders' Equity 113,965 118,356
-------- --------
Total Liabilities and Stockholders' Equity $717,688 $450,172
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
5
<PAGE> 6
DART GROUP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months
Ended July 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ (4,521) $ (765)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation and amortization 12,685 6,930
Loss on early extinguishment of debt 5,276 -
Amortization of deferred financing costs 943 -
Provision for closed facilities and restructuring (885) 966
Loss on disposal of fixed assets 269 -
Interest in excess of capital lease payment 378 -
Equity in affiliate - (5,124)
Changes in assets and liabilities net of effects of
consolidation of Shoppers Food Warehouse Corp.:
Accounts receivable 7,475 (4,137)
Income taxes refundable or prepaid 1,413 (3,050)
Merchandise inventories (3,116) (13,052)
Other current assets (1,403) (4,133)
Deferred income tax benefits (3,456) (1,047)
Other assets 530 116
Accounts payable, trade (12,093) 16,493
Income taxes payable (2,844) 2,351
Accrued salaries and employee benefits 2,916 1,189
Accrued taxes other than income taxes (1,180) 978
Other current liabilities (3,581) (672)
Other liabilities (380) -
Reserve for closed facilities (1,515) (3,565)
Minority interests (3,801) (881)
--------- ---------
Net cash used for operating activities $ (6,890) $ (7,403)
--------- ---------
Cash Flows from Securities and Capital
Investment Activities:
Capital expenditures $ (11,213) $ (7,997)
Proceeds from sale of Cabot-Morgan Real Estate
joint venture - 2,000
Cash and cash equivalents of Shoppers Food
Warehouse Corp. at February 1, 1997 13,739 -
Acquisition of 50% equity in Shoppers Food
Warehouse Corp. (210,000) -
Purchases of United States Treasury Bills (5,960) (40,165)
Disposition of United States Treasury Bills 987 6,288
Maturities of United States Treasury Bills - 28,523
Purchases of marketable debt securities (18,506) -
Disposition of marketable debt securities 90,558 417
Maturities of marketable debt securities 4,560 5,894
--------- ---------
Net cash used for securities and capital
investment activities $(135,835) $ (5,040)
--------- ---------
</TABLE>
(Continued on next page)
6
<PAGE> 7
DART GROUP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months
Ended July 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Cash Flows from Financing Activities:
Cash dividends $ (117) $ (116)
Proceeds from Note Receivable - Ronald S. Haft - 11,621
Net borrowing under Crown Books' credit facility 16,487 -
Payments for deferred financing and
acquisition costs (16,003) -
Proceeds from Increasing Rate Notes Due 2000 140,000 -
Redemption of Increasing Rate Notes Due 2000 (140,000) -
Proceeds from issuance of Senior
Notes dues 2004 200,000 -
Funds restricted for settlements (50,218) -
Proceeds from stock options exercised 195 717
Principal payments under mortgage
obligations (162) (148)
Principal payments under capital
lease obligations (105) (50)
-------- --------
Net cash provided by financing activities $150,077 $ 12,024
-------- --------
Net increase (decrease) in Cash and Equivalents $ 7,352 $ (419)
Cash and Equivalents at Beginning of Period 39,658 54,780
-------- --------
Cash and Equivalents at End of Period $ 47,010 $ 54,361
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the three months for:
Interest $ 10,255 $ 3,282
Income taxes 1,700 673
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1997 and 1996
(Unaudited)
NOTE 1 - GENERAL
The accompanying consolidated financial statements reflect the accounts of Dart
Group Corporation ("Dart") and its direct and indirect wholly-owned and
majority-owned subsidiaries including Trak Auto Corporation ("Trak Auto"),
Crown Books Corporation ("Crown Books"), Total Beverage Corporation ("Total
Beverage") and Shoppers Food Warehouse Corp. ("Shoppers Food"). The accounts
of Shoppers Food are consolidated with Dart's financial statements as of
February 6, 1997, as a result of Dart's acquisition of the 50% equity interest
that it did not previously own. Dart, Trak Auto, Crown Books, Total Beverage
and Shoppers Food and Dart's other direct and indirect wholly-owned and
majority-owned subsidiaries are referred to collectively as the "Company". All
significant intercompany accounts and transactions have been eliminated. The
unaudited statements as of July 31, 1997 and 1996 reflect, in the opinion of
management, all adjustments (normal and recurring in nature) necessary to
present fairly the consolidated financial position as of July 31, 1997 and 1996
and the results of operations and cash flows for the periods indicated.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Accordingly, actual results could differ from
those estimates.
The results of operations for the three months ended July 31, 1997 are not
necessarily indicative of the results to be achieved for the full fiscal year.
NOTE 2 - EARNINGS PER SHARE
Earnings per share is based on the weighted average number of Dart's Class A
and Class B common stock, $1.00 par value per share. Common stock equivalents
are antidilutive in all periods presented. In reporting earnings per share,
Dart's interest in the earnings of its majority-owned subsidiaries is adjusted
for the dilutive effect, if any, of these subsidiaries' outstanding stock
options. The difference between primary earnings per share and fully diluted
earnings per share is not significant for either period.
NOTE 3 - SHORT-TERM INSTRUMENTS AND MARKETABLE DEBT SECURITIES
At July 31, 1997, the Company's short-term instruments include United States
Treasury Bills, with a maturity of three months or less, and money market
funds. Marketable debt securities include United States Treasury Bills, with a
maturity greater than three months, United States Treasury Notes, corporate
notes and United States Agency Securities Acceptances.
Management determines the appropriate classification of its investments in debt
securities at the time of purchase and reevaluates such determination at each
8
<PAGE> 9
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
balance sheet date. Debt securities for which the Company does not have the
intent or ability to hold to maturity are classified as available-for-sale.
Securities available-for-sale are carried at fair value, with the unrealized
gains and losses, net of tax, reported as a separate component of stockholders'
equity. At July 31, 1997, the market value of short-term instruments and
marketable debt securities was $30,000 greater than cost (adjusted for income
taxes). At July 31, 1997, Shoppers Food investments were classified as
held-to-maturity and are recorded at cost. At July 31, 1997, the Company had
no investments that qualified as trading securities.
The amortized cost of debt securities classified as available-for-sale is
adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization and interest are included in interest income. Realized gains
and losses are included in other income or expense. The cost of securities
sold is based on the specific identification method.
Included in short-term instruments and marketable debt securities were
$93,715,000 and $21,094,000 held by majority-owned and wholly-owned
subsidiaries at July 31, 1997 and January 31, 1997, respectively. Shoppers
Food short-term instruments and marketable debt securities are included for
July 31, 1997 but not January 31, 1997.
NOTE 4 - INTERIM INVENTORY ESTIMATES
Trak Auto and Shoppers Food inventories are priced at the lower of last-in,
first-out ("LIFO") cost or market. At July 31, 1997, Trak Auto and Shoppers
Food inventories determined on a lower of first-in, first-out ("FIFO") cost or
market basis would have been greater by $11,747,000 and at January 31, 1997,
Trak Auto inventory on a FIFO basis would have been greater by $6,733,000.
Crown Books' and Total Beverage's inventories are priced at the lower of FIFO
cost or market.
Trak Auto, Shoppers Food and Total Beverage take a physical count of their
store and warehouse inventories semi-annually. Crown Books takes a physical
count of its inventories annually. Trak Auto and Total Beverage took complete
physical inventories for the quarter ended July 31, 1997 and Shoppers Food took
physical inventories in 24 of its 35 stores for the quarter ended July 31,
1997. Shoppers Food takes physical inventories of its perishable departments
monthly at every store. The Company uses a gross profit method combined with
available perpetual inventory information to determine Trak Auto's, Crown
Books', and Total Beverage's inventories for quarters when complete physical
counts are not taken.
NOTE 5 - CREDIT AGREEMENTS
Trak Auto
In December 1996, Trak Auto entered into a revolving credit facility (the
"Facility") with a finance company to borrow up to $25.0 million. Trak Auto
9
<PAGE> 10
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
intends to use proceeds from drawdowns under the Facility for working capital
and other corporate purposes. The Facility has an original term of three
years. Borrowings under the Facility bear interest at rates ranging from prime
rate minus 0.50% to prime rate plus 0.25%, for prime rate loans, and LIBOR plus
1.5% to LIBOR plus 2.25%, for LIBOR loans. Interest rates are based upon Trak
Auto's ratio of debt to tangible net worth. Borrowings are limited to eligible
inventory levels, as defined, and are secured by Trak Auto's inventory,
accounts receivable, and proceeds from the sale of such assets. The Facility
contains certain restrictive covenants including limitations on additional
indebtedness, advances to affiliates and payments (limited to $25.0 million) or
guarantees (limited to $20.0 million of the $25.0 million) to settle disputes
with Haft family members and a maximum leverage ratio covenant.
Interest on prime rate loans is payable monthly. Interest and principal on
LIBOR loans is payable between one and six months from the borrowing date.
LIBOR loans are subject to a prepayment penalty and may be continued for a
subsequent one to six month period. LIBOR loans may be converted to prime rate
loans and visa versa. The Facility includes a facility fee of .25% per annum
on the unused principal balance, as defined. No single advance may be
outstanding for more than 36 months. Trak Auto may terminate the Facility upon
60-days prior written notice to the lender and the lender may terminate it as
of December 18, 1999 or on any anniversary date thereafter upon 60-days prior
written notice to Trak Auto.
In addition, Trak Auto has a $750,000 commercial letter of credit facility for
use in importing merchandise.
As of August 2, 1997, there had been no borrowings under these credit
agreements.
Crown Books
On September 12, 1996, Crown Books entered into a revolving credit facility
with a finance company to borrow up to $50 million. Crown Books intends to use
proceeds from draw-downs under the credit facility for working capital and
other corporate purposes. The agreement has an original term of three years.
Borrowings under the credit facility include revolving loans and letters of
credit which bear interest at a rate equal to the prime rate (as defined in the
credit agreement) and LIBOR loans which bear interest at LIBOR plus 2.25%.
Interest on prime rate borrowings is payable monthly. Interest and principal
on LIBOR loans is payable between one and six months from the borrowing date.
LIBOR loans are subject to a prepayment penalty and may be continued for
subsequent one to six month periods. LIBOR loans may be converted to prime
rate loans and vice versa. The agreement includes a facility fee of .25% per
annum on the unused principal balance, as defined. No single advance may be
outstanding for more than 36 months.
Borrowings under the credit facility are secured by Crown Books' inventory,
accounts receivable and proceeds from the sale of such assets of Crown Books.
10
<PAGE> 11
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
The credit facility also contains certain restrictive covenants, including a
limitation on the incurrence of additional indebtedness and places a $13.1
million limitation on payments to settle disputes with Haft family members.
There are additional covenants related to tangible net worth. Loans under the
credit facility are subject to limitations based upon eligible inventory
levels, as defined in the agreement. Crown Books may terminate the credit
facility upon 60-days prior written notice to the lender and the lender may
terminate it as of September 12, 1999 or on any anniversary date thereafter
upon 60-days prior written notice to Crown Books. During fiscal 1997 Crown
Books began borrowing under the credit facility. The maximum borrowings
outstanding at any one time during the 26 weeks ended August 2, 1997 were
$22,148,000 and the outstanding balance as of August 2, 1997 was $16,487,000.
Crown Books had $8.5 million available for borrowing at August 2, 1997. In
connection with its expansion plans, Crown Books will need to increase its
borrowing under its revolving credit facility, subject to limitations contained
in the loan agreement. To increase the limit from $25.0 million to $35.0
million, Crown Books is required to maintain a minimum tangible net worth of
$73.0 million as of the fiscal year end preceding the election and for each
fiscal year end thereafter, and to maintain a minimum tangible net worth of
$70.0 million as of the election date and thereafter, in addition to other
covenants. To increase the limit from $35.0 million to $50.0 million, Crown
Books is required to maintain a minimum tangible net worth of $75.0 million as
of the fiscal year end preceding the election and for each fiscal year end
thereafter, in addition to other covenants. The average borrowings and
weighted average interest rate for the 26 weeks ended August 2, 1997 were
$8,148,000 and 8.5%.
NOTE 6 - MINORITY INTEREST
The $63,955,000 of minority interests reflected in the Consolidated Balance
Sheet as of July 31, 1997 represents the minority portion of Trak Auto and
Crown Books equity owned by the public shareholders of Trak Auto and Crown
Books. Income (loss) attributed to the minority shareholders of Trak Auto was
$(541,000) and $607,000 for the six months ended July 31, 1997 and 1996,
respectively, and $(311,000) and $221,000 for the three months ended July 31,
1997 and 1996, respectively. Loss attributed to the minority shareholders of
Crown Books was $(3,260,000) and $(1,619,000) for the six months ended July 31,
1997 and 1996, respectively, and $(1,991,000) and $(748,000) for the three
months ended July 31, 1997 and 1996, respectively.
NOTE 7 - SHOPPERS FOOD WAREHOUSE CORP.
Acquisition
On February 6, 1997, Dart acquired the 50% equity interest in Shoppers Food
that it did not already own for $210.0 million (the "Acquisition"). Dart
financed the Acquisition through the application of $137.2 million in net
proceeds from the offering of $140.0 million Increasing Rate Senior Notes due
2000 (the "Increasing Rate Notes") of SFW Acquisition Corp., a newly created
wholly-owned subsidiary of Dart and $72.8 million of bridge financing.
Immediately after the
11
<PAGE> 12
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
Acquisition, SFW Acquisition Corp. merged into Shoppers Food (with Shoppers
Food becoming obligor on the Increasing Rate Notes), Shoppers Food repaid the
bridge financing and paid the deferred acquisition costs and deferred financing
costs of approximately $7.2 million from its existing cash and short-term
investments.
The operating results of Shoppers Food from February 1, 1997 to February 6,
1997 were not material. The unaudited pro forma information, for Dart
consolidated, presented below reflects the Acquisition as if it had occurred
on February 1, 1996. These results are not necessarily indicative of future
operating results or of what would have occurred had the acquisition been
consummated at that time.
<TABLE>
<CAPTION>
Pro Forma
(in thousands, except per share data)
Three Months Ended Six Months Ended
August 3, 1996 August 3, 1996
------------------ ----------------
<S> <C> <C>
Revenue $ 375,890 $ 743,206
Net income (loss) (393) (1,839)
Net income (loss) per share (.88) (1.02)
</TABLE>
The Acquisition was recorded using the purchase method of accounting. The
purchase price has been allocated to the assets and liabilities of Shoppers
Food and the remaining excess purchase price over the net assets acquired of
$148,858 million represents goodwill which will be amortized over 40 years. In
connection with the Acquisition, Shoppers Food adopted Dart's method of
depreciating property and equipment on a straight-line basis. Prior to the
Acquisition, Shoppers Food used accelerated depreciation methods.
Refinancing
In June 1997, Shoppers Food refinanced the Increasing Rate Notes with $200.0
million aggregate principal amount 9 3/4% Senior Notes due June 15, 2004 (the
"Senior Notes"). The net proceeds from the Senior Notes was $193.5 million
(after fees and expenses of approximately $6.5 million) of which $143.3 million
was used to repay the Increasing Rate Notes (including interest) and $50.0
million (the "Restricted Proceeds") is available to Dart if Dart closes a Haft
family settlement. If the closing of a Haft settlement has not occurred on or
before June 30, 1998, then Shoppers Food must use the Restricted Proceeds to
redeem $50 million aggregate principal amount of the Senior Notes. Interest on
the Senior Notes accrued from the date of issuance and is payable semi-annually
in arrears on each June 15 and December 15, commencing December 15, 1997. The
Senior Notes have certain covenants including limitations on additional
indebtedness and are guaranteed by the capital stock of Shoppers Food.
12
<PAGE> 13
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
NOTE 8 - PROPERTY, EQUIPMENT AND DEPRECIATION
Effective February 1, 1997, the Company changed its accounting policy from
expensing purchased computer software costs in the year of acquisition to
capitalizing and depreciating these costs over the estimated useful life not to
exceed five years. Management has determined that these costs benefit future
periods.
During the quarter ended July 31, 1997, the Company recorded amortization of
computer costs of approximately $270,000. The effect of capitalizing purchased
computer software was to decrease the Company's loss by approximately $1.8
million net of income tax benefits.
NOTE 9 - SUBSEQUENT EVENT
On August 18, 1997, Dart entered into an agreement to settle certain litigation
and enter into other related transactions (the "RGL Settlement") with Robert M.
Haft, Gloria G. Haft, Linda G. Haft and certain related parties (collectively,
"RGL"). Under the RGL Settlement, Dart will purchase from RGL 104,976 shares
of Dart Class B Common Stock for $14.7 million and 77,244 shares of Dart Class
A Common Stock for $6.8 million. In addition, Dart will pay to RGL $9.3
million to terminate all options for shares of Dart Class A Common Stock that
they hold or claim and Dart will pay to Robert M. Haft, Linda G. Haft and
certain related parties $9.7 million to terminate putative options to purchase
shares of Dart/SFW Corp. The Company will pay $250,000 to RGL to terminate any
and all rights to purchase shares of the capital stock of Trak Auto and Crown
Books.
The RGL Settlement also contemplates the completion of bankruptcy plans of
reorganization for the Haft owned partnerships owning Dart's headquarters
building in Landover, Maryland and a distribution center leased by Trak Auto in
Bridgeview, Illinois. Under these bankruptcy plans the Company would pay $4.4
million to Robert M. Haft and Linda G. Haft (50% of which would be provided by
release of Dart funds previously escrowed by Ronald S. Haft) for their
interests in these two properties. In addition, the Company would pay $7.0
million to reduce the outstanding mortgage loans on these properties, which
thereafter will be wholly-owned by Dart or its affiliates.
13
<PAGE> 14
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
The pro forma Consolidated Balance Sheet presented below reflects the RGL
Settlement and related plans of reorganization as if they had occurred on July
31, 1997 (in thousands).
<TABLE>
<CAPTION>
Unaudited
----------------------------------------
Historical Pro Forma
July 31, Pro Forma July 31,
ASSETS 1997 Adjustments 1997
------------ ----------- ----------
<S> <C> <C> <C>
Current Assets:
Cash $ 15,486 $ (1,319)(a) $ 14,167
Short-term instruments 31,524 31,524
Restricted proceeds 50,218 (50,218)(a) -
Marketable debt securities 29,046 29,046
Accounts receivable 16,468 16,468
Income taxes refundable 4,445 4,445
Merchandise inventories 251,645 251,645
Deferred income tax benefit 7,765 7,765
Other current assets 7,848 7,848
--------- --------- ---------
Total Current Assets 414,445 (51,537) 362,908
--------- --------- ---------
Property and Equipment, at cost:
Furniture, fixtures and
equipment 173,131 173,131
Buildings and leasehold
improvements 33,588 33,588
Land 1,034 19,758 (b) 20,792
Property under capital
leases 31,859 (24,472)(c) 7,387
--------- --------- ---------
239,612 (4,714) 234,898
Accumulated depreciation
and amortization 126,233 (9,659)(c) 116,574
--------- --------- ---------
113,379 4,945 118,324
--------- --------- ---------
Goodwill 148,755 148,755
--------- ---------
Deferred income tax benefit 18,036 18,036
--------- ---------
Other assets 23,073 23,073
--------- --------- ---------
Total Assets $ 717,688 $ (46,592) $ 671,096
========= ========= =========
</TABLE>
14
<PAGE> 15
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Unaudited
---------------------------------------
Historical Pro Forma
July 31, Pro Forma July 31,
LIABILITIES 1997 Adjustments 1997
------------ ----------- ----------
<S> <C> <C> <C>
Current Liabilities:
Current portion of
mortgages payable $ 193 $ 600(d) $ 793
Accounts payable, trade 132,679 132,679
Income taxes payable 2,429 2,429
Accrued salaries and
employee benefits 26,568 26,568
Accrued taxes other than
income taxes 11,461 11,461
Current portion of reserve
for closed facilities
and restructuring 6,800 6,800
Other accrued liabilities 69,893 (18,325)(d) 51,568
Current portion of obligations
under capital leases 209 (209)(c) -
--------- --------- ---------
Total Current Liabilities 250,232 (17,934) 232,298
--------- --------- ---------
Mortgages payable 322 25,846 26,168
--------- --------- ---------
Crown Books' credit facility 16,487 16,487
--------- ---------
Obligations under capital
leases 42,041 (30,492)(c) 11,549
--------- --------- ---------
Reserve for closed facilities
and restructuring 25,117 25,117
--------- ---------
Deferred income taxes 3,501 3,501
--------- ---------
Shoppers Food Senior Notes 200,000 200,000
--------- ---------
Other Liabilities 2,068 2,068
--------- ---------
Commitments and Contingencies
Minority interests 63,955 (82)(e) 63,873
--------- --------- ---------
Stockholders' Equity
Class A common stock 1,965 1,965
Class B common stock 500 500
Paid-in capital 79,033 79,033
Notes receivable-shareholder (65,130) (65,130)
Unrealized losses on
short-term investments 30 30
Retained earnings 99,604 (2,474)(f) 97,130
Treasury Stock, Class A
common stock (1,749) (6,759)(g) (8,508)
Treasury Stock, Class B
common (288) (14,697)(h) (14,985)
--------- --------- ---------
Total Stockholders' Equity 113,965 (23,930) 90,035
--------- --------- ---------
Total Liabilities and
Stockholders' Equity $ 717,688 $ (46,592) $ 671,096
========= ========= =========
</TABLE>
15
<PAGE> 16
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
Notes to the Pro Forma Balance Sheet
(a) Reduction in cash and restricted proceeds as follows:
<TABLE>
<S> <C>
Purchase of Class B Shares $ 14,697
Purchase of Class A Shares 6,759
Purchase of Class A options 9,287
Purchase Dart/SFW options 9,700
Payment for real estate partnership
interests 2,200
Purchase of Trak Auto and Crown
Book options 250
Payments to real estate mortgage
holders 7,000
Fees related to transaction 1,644
---------
Total $ 51,537
=========
</TABLE>
(b) Record purchase of real estate contemplated in October 1995 settlement
with Ronald S. Haft and completed with RGL Settlement.
(c) Reverse capital lease assets and lease obligations for purchased real
estate.
(d) Record mortgage obligations for purchased real estate net of payments
to mortgage holders.
(e) Record effect to minority interest for purchase of subsidiary stock
options.
(f) Net effect to the Statement of Operations for purchase of stock
options.
(g) Record purchase of Class A Shares.
(h) Record purchase of Class B Shares.
The RGL Settlement requires a supplemental settlement arrangement between Dart
and Ronald S. Haft, which has not yet been completed and which cannot be
assured. The closing of these transactions is scheduled for late September,
subject to the satisfaction of various conditions. Closing of these
transactions cannot be assured.
The RGL Settlement, if consummated, would result in the termination of the
pending claim by Robert, Gloria and Linda Haft to control of Dart and the
settlement of all litigation between them and Dart and its subsidiaries.
Dart anticipates that $50.0 million proceeds from a recent private placement of
senior notes by Shoppers Food will be used to fund these transactions. A
portion of the cost of these transactions may be allocated to Trak Auto and,
possibly, Crown Books. No such allocations have yet been determined.
16
<PAGE> 17
DART GROUP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
July 31, 1997 and 1996
(Unaudited)
Settlement Discussions with Herbert Haft
The previously-announced settlement discussions between Dart and Herbert H.
Haft have not produced a settlement agreement at this time, though discussions
are continuing. There can be no assurance that a settlement agreement between
Dart and Herbert H. Haft will be entered into or that, even if a settlement
agreement with Herbert H. Haft is entered into, that the settlement
transactions will close.
17
<PAGE> 18
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Outlook
Except for historical information, statements in this Management's Discussion
and Analysis of Financial Condition and Results of Operations are
forward-looking. Actual results may differ materially due to a variety of
factors, including the results of ongoing litigation (or settlement
litigation), the Company's ability to effectively compete in the highly
competitive retail book store, automotive aftermarket and grocery businesses,
the effect of national and regional economic conditions, and the availability
of capital to fund operations. The Company undertakes no obligation and does
not intend to update, revise or otherwise publicly release the result of any
revisions to these forward-looking statements that may be made to reflect
future events or circumstances.
The litigation and any settlement of litigation involving the Haft family
members could pose a threat to Dart's liquidity. See "Funding of Possible
Settlements" below.
Crown Books' believes that its superstore concept presents growth opportunities
and intends to open new Super Crown Books stores in existing and new markets.
Realizing these opportunities is dependent upon the successful performance of
the superstores and adequate liquidity. In the past, Super Crown Books stores
have generated higher sales at converted locations as well as higher gross
margins as a result of a favorable change in product mix. During the last
three fiscal quarters, the new prototype superstores have performed below Crown
Books' expectations. Crown Books is considering certain revisions to the new
superstore prototype that may enhance its performance. Without a significant
improvement in the performance of all superstores, Crown Books would not expect
operating expenses, as a percentage of sales, to decrease as the new stores
mature.
The retail book market is highly competitive. The two largest book chains
continue to open additional new stores each year in Crown Books' markets,
thereby continuing to increase the overall level of competition. Management
believes that the markets in which it operates will remain highly competitive
in the foreseeable future and, as a result, Crown Books will be significantly
challenged to improve operating results for fiscal 1998.
Trak Auto believes that its superstore concept represents the strongest segment
of its business and anticipates that all of its new stores will be opened
within this concept as Super Trak and Super Trak Warehouse stores in existing
and possibly new markets. In the past, these superstores have generated higher
sales at locations converted from Classic Trak stores as well as higher gross
margins as a result of a change in product mix (increased hard parts). Trak
Auto believes that as superstores mature, operating expenses as a percentage of
sales will decrease.
The automotive aftermarket is a highly competitive market place. As a result,
the industry is consolidating with independent operators and small chains
either going out of business or being acquired by larger competitors.
Additionally, the do-it-yourself customer base is shrinking due to the
increased complexity of automobiles, increased incidences of leasing, and the
availability of well-
18
<PAGE> 19
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
maintained leased vehicles entering the used car market. Trak Auto's
management believes that the markets in which it operates will remain highly
competitive in the foreseeable future and, as a result, that Trak Auto will be
challenged to improve operating results in fiscal 1998.
Shoppers Food is the third leading supermarket operator in the greater
Washington, D.C. metropolitan area. Shoppers Food operates in a highly
competitive marketplace and its ability to remain competitive depends in part
on its ability to open new stores and remodel and update existing stores which
will require the continued availability of capital resources.
Trak Auto, Crown Books and Total Beverage intend to continue their practice of
reviewing the profitability trends and prospects of existing stores. These
companies may from time to time close, relocate or sell stores (or groups of
stores) that are not satisfying certain performance objectives. Crown Books
currently anticipates closing approximately seven Classic Crown Books stores,
two non-prototype Super Crown Books stores and relocating one prototype Super
Crown Books store during fiscal 1998.
Liquidity and Capital Resources
Cash, short-term instruments and U.S. government and other marketable debt
securities, are the Company's primary source of liquidity. Cash, including
short-term instruments and U.S. government and other marketable debt securities
increased by $80.9 million to $126.3 million at July 31, 1997 from $45.4
million at January 31, 1997. This increase was due to the consolidation of
$84.3 million of Shoppers Food cash and marketable debt securities including
the $50.0 million of Restricted Proceeds from the Shoppers Food debt
refinancing.
For the quarter ended July 31, 1997, the Company realized a pre-tax yield of
approximately 5.3% on United States Treasury Bills and approximately 5.9% on
the other marketable debt securities.
Operating activities used $6,890,000 of the Company's funds for the six months
ended July 31, 1997 compared to $7,403,000 during the same period one year ago.
During the six months ended July 31, 1997 cash was used primarily for Crown
Books payments for merchandise inventory and funding loss operations at Crown
Books and Dart and was partially offset by cash generated by Trak Auto and
Total Beverage operations.
Investing activities used $135,835,000 of the Company's funds for the six
months ended July 31, 1997, compared to $5,040,000 during the same period last
year. The primary use of funds was primarily for the Acquisition of the 50%
equity interest in Shoppers Food (see Note 7 to the Consolidated Financial
Statements). Capital expenditures were $11,213,000 (including Shoppers Food)
during the six months ended July 31, 1997 compared to $7,997,000 (excluding
Shoppers Food) during the six months ended July 31, 1996.
Financing activities provided $150,077,000 to the Company during the six months
ended July 31, 1997 due to the proceeds from the Senior Notes at Shoppers Food
and the revolving line of credit at Crown Books and was partially offset by
payments for deferred financing and acquisition costs at Shoppers Food and
funds
19
<PAGE> 20
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
restricted for possible settlements with the Hafts.
Historically, Dart and each of its subsidiaries generally funded their
respective requirements for working capital and capital expenditures with net
cash generated from operations and existing cash resources. However, the
Company's cash, including marketable debt securities, decreased by
approximately $78.1 million (net of the Restricted Proceeds from Shoppers
Senior Notes) during the six months ended July 31, 1997, $42.0 million in
fiscal 1997 and $104.4 million in fiscal 1996. In fiscal 1997, Crown Books and
Trak Auto entered into revolving credit facilities and Shoppers Food is
negotiating a revolving credit facility.
Dart's working capital needs primarily consist of funding any operating losses
of Total Beverage, payroll and legal fees. Dart expects to meet its working
capital needs in fiscal 1998 from existing cash, short-term investments and
possible dividends from Shoppers Food as permitted by covenants of the Senior
Notes.
The primary capital requirements of Crown Books relate to new store openings
and investments in management information systems. Crown Books believes that
the net cash expenditures incurred in opening a new store generally approximate
$800,000, including inventory purchases, net of accounts payable, and the costs
of store fixtures and leasehold improvements, net of landlord contributions.
During fiscal 1998, Crown Books expects to open approximately 25 Super Crown
Books stores requiring cash expenditures of approximately $20.0 million. As
of September 12, 1997, Crown Books has opened nine stores and has entered into
lease agreements to open 16 new Super Crown Books stores in fiscal 1998 and
four in fiscal 1999 and has entered into an agreement for additional space in
an existing store in fiscal 1998. Crown Books expects to have cash
expenditures of approximately $2.5 million related to stores that have been
closed or will be closed, in fiscal 1998.
Crown Books expects to meet its working capital and capital expenditures in
fiscal 1998 with cash generated from improving its inventory turnover,
inventory from stores closed during fiscal 1998, income tax refunds and
borrowing under its revolving credit agreement. Crown Books had $8.5 million
available for borrowing under its revolving credit facility at August 2, 1997.
As of August 2, 1997, Crown Books had not improved its inventory turnover as
anticipated. Crown Books continues to take steps to improve its inventory
turnover on an ongoing basis. Without significant improvement in Crown Books'
inventory turnover, Crown Books may not have adequate liquidity to continue its
expansion plans.
In connection with its expansion plan, Crown Books will need to increase its
borrowing under its revolving credit facility subject to limitations contained
in the loan agreement. To increase the limit from $25.0 million to $35.0
million, Crown Books is required to maintain a minimum tangible net worth of
$73.0 million as of the fiscal year end preceding the election and for each
fiscal year end thereafter, and to maintain a minimum tangible net worth of
$70.0 million as of the election date and thereafter, in addition to other
covenants. To increase the limit from $35.0 million to $50.0 million, Crown
Books is required to maintain a minimum tangible net worth of $75.0 million as
20
<PAGE> 21
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
of the fiscal year end preceding the election and for each fiscal year end
thereafter, in addition to other covenants. As of February 1, 1997 and August
3, 1997, Crown Books' tangible net worth was $84.5 million and $77.6 million,
respectively. There can be no assurance that Crown Books' tangible net worth
will meet the requirements to increase its revolving credit facility
availability above the current $25.0 million limit. There also can be no
assurance that if the limit is increased above $25.0 million, that Crown Books'
will maintain the required minimum tangible net worth and that it would be able
to pay down the revolving credit facility as required. As of August 2, 1997,
Crown Books' net deferred tax asset was $12.8 million. If Crown Books'
performance does not significantly improve, Crown Books may conclude that it
will reserve for the asset's recovery. If this event occurs, Crown Books'
tangible net worth would likely decrease below $70 million and as a result,
Crown Books' borrowing under the credit facility would be limited to $25
million. If Crown Books' borrowing is limited to $25 million and the its
performance does not sufficiently improve, the Crown Books intends to
significantly reduce its expansion plans and take other actions to improve
liquidity.
Trak Auto funds its requirements for working capital and capital expenditures
with net cash generated from operations, existing cash resources and, if
necessary, borrowings under its credit facility. Trak Auto's primary capital
requirements relate to remodelings and new store openings (including inventory
purchases and the costs of store fixtures and leasehold improvements). As of
August 2, 1997, Trak Auto had entered into lease agreements to open seven new
Super Trak or Super Trak Warehouse stores.
In December 1996, Trak Auto entered into a revolving credit facility with a
finance company to borrow up to $25.0 million. The credit facility has an
original term of three years. Borrowings are limited to eligible inventory
levels and are secured by Trak Auto's inventory, accounts receivable and
proceeds from the sale of those assets. The credit facility contains certain
restrictive covenants and a maximum leverage ratio covenant. The covenants
include a limitation of $25.0 million on amounts paid (including a $20.0
million limitation on amounts guaranteed) to settle disputes with Haft family
members. As of August 2, 1997 Trak Auto had not borrowed under the credit
facility.
Shoppers Food estimates that it will make capital expenditures of approximately
$11.5 million in the 52 weeks ended January 31, 1998. Such expenditures relate
to three new store openings as well as routine expenditures for equipment and
maintenance. Management expects that these capital expenditures will be
financed primarily through cash flow from operations and a new revolving credit
facility. Capital expenditures related to two stores scheduled to open in the
following fiscal year are estimated to be approximately $7.0 million.
In February 1997, $137.2 million of the net proceeds from the sale of the
Increasing Rate Notes and $72.8 million of Shoppers Food cash, cash equivalents
and short-term investments were used to fund the Acquisition. In addition,
Shoppers Food paid approximately $7.2 million in fees and expenses incurred by
Dart in connection with the Acquisition.
Shoppers Food's interest expense consists primarily of interest on the
Increasing Rate Notes and capital lease obligations. Interest expense
increased
21
<PAGE> 22
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
$8.3 million from $1.1 million during the 26 weeks ended August 3, 1996 to $9.4
million during the 26 weeks ended August 2, 1997 due to the interest paid on
the Increasing Rate Notes, which were issued on February 6, 1997 and redeemed
on June 25, 1997 and interest accrued on the Senior Notes.
Shoppers Food believes that cash flows from its operations and borrowings under
a new revolving credit facility that it is seeking will be adequate to meet its
anticipated requirements for working capital, debt service and capital
expenditures over the next few years. However, there can be no assurances that
Shoppers Food will generate sufficient cash flow from operations or that it
will be able to borrow under a new revolving credit facility.
In June 1997, Shoppers Food refinanced the Increasing Rate Notes with $200.0
million aggregate principal amount of its Senior Notes due 2004 (the "Senior
Notes"). The net proceeds of the offering were approximately $193.5 million.
Shoppers Food used approximately $143.5 million of the net proceeds to repay
its Increasing Rate Notes due 2000 (including accrued and unpaid interest
through the estimated date of redemption). The remaining net proceeds are
available to Dart if and when Dart consummates a settlement with Herbert H.
Haft and/or Robert M., Gloria G. and Linda G. Haft or, if not used for such
settlement on or prior to June 30, 1998, would be used to redeem $50.0 million
aggregate principal amount of the Senior Notes at 101% of the principal amount
thereof.
Total Beverage is considering locations for new stores. Total Beverage opened
one new store in August 1997 in the Chicago, Illinois metropolitan area and may
open another store in fiscal 1998.
Funding of Possible Settlements
Dart and its principal subsidiaries have entered into an agreement to settle
certain litigation and enter other related transactions with Robert M. Haft,
Gloria G. Haft, Linda G. Haft and certain related parties. In addition,
settlement discussions are continuing with each of Herbert H. Haft and Ronald
S. Haft. The aggregate payments estimated to be paid by Dart and its
subsidiaries inconnection with these possible settlements, if all of them
occur, would be approximately $92 million (including a loan of $10 million),
part of which would be deferred. It is anticipated that Dart would pay
substantially all of this amount, though a portion (yet to be determined) could
be allocated to Trak Auto and Crown Books. Allocation of any actual settlement
obligations among the companies would be in proportion to reflect relative
benefits each company receives, as determined by their boards of directors
after consultation with outside advisors.
Cash requirements associated with the RGL Settlement and the related plans of
reorganization are approximately $52 million. At the closing of the RGL
Settlement, if it occurs, Dart will receive from Shoppers Food $50 million of
proceeds from the sale of the Senior Notes that has been held in escrow pending
such a settlement. Dart presently has not determined a financing plan for the
possible settlement under discussion with Herbert H. Haft, which possible
settlement would involve total payments of approximately $40 million (including
a loan of $10 million). Trak Auto and Crown Books anticipate that they would
pay their portion of the settlement obligations from borrowings under their
respective credit facilities.
22
<PAGE> 23
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
It has been suggested that Dart sell one or all of its subsidiaries and
possibly liquidate. Dart has no plans to liquidate and, although Dart has
considered selling all or part of its equity interest in Shoppers Food, Dart
presently has no intention of doing so. However, Dart may be open to the
possibility of other strategic opportunities. Dart and Crown have had
preliminary discussions with certain third parties concerning the possible sale
of Dart's interest in Crown Books or the sale of all of Crown Books. There can
be no assurance that any such discussions will continue or will result in any
agreement for any such sale or as to the terms or timing of any such sale, if
one occurs
Results of Operations
Trak Auto
During the 26 weeks ended August 2, 1997, Trak Auto opened five new Super Trak
and two new Super Trak Warehouse stores and closed or converted four classic
Trak stores and converted one Super Trak Warehouse to a Super Trak. At August
2, 1997, Trak Auto had 289 stores, including 128 Super Trak stores and 45 Super
Trak Warehouse stores.
Sales of $172,128,000 during the 26 weeks ended August 2, 1997 decreased by
$5,316,000 or 3.0% compared to sales for the 26 weeks ended August 3, 1996
while sales of $90,523,000 during the 13 weeks ended August 2, 1997 increased
$95,000 or 0.1% compared to sales for the same period one year ago. The sales
decrease during the 26 weeks ended August 3, 1996 was primarily due to the mild
winter conditions in the Midwest and East coast markets as well as the weak
performance of the stores in the highly competitive Los Angeles market, during
the first quarter. Comparable sales (stores open more than one year) decreased
8.2% and 6.4% for the 26 and 13 weeks ended August 2, 1997. Sales for
comparable Super Trak and Super Trak Warehouse stores decreased 8.3% and 7.0%
for the 26 and 13 weeks ended August 2, 1997, respectively. Sales for
comparable classic Trak stores decreased 8.1% and 5.3% for the 26 and 13 weeks
ended August 2, 1997, respectively. Sales for Super Trak and Super Trak
Warehouse stores represented 68.7% and 71.5% of total sales during the 26 and
13 weeks ended August 2, 1997 compared to 63.7% and 64.5% for the 26 and 13
weeks ended August 3, 1996, respectively.
Interest and other income decreased by $378,000 and $121,000 for the 26 and 13
weeks ended August 2, 1997, respectively, when compared to the prior year,
largely due to reduced income from subleased store locations and reduced
recoveries from audits of prior years vendor allowances.
Cost of sales, store occupancy and warehousing expenses as a percentage of
sales were 76.8% and 77.2% for the 26 and 13 weeks ended August 2, 1997
compared to 75.3% and 75.8% for the same periods in the prior year. The
increases were primarily due to increased occupancy and distribution costs.
Selling and administrative expenses were 21.9% and 22.3% as a percentage of
sales for the 26 and 13 weeks ended August 2, 1997 compared to 20.4% for both
the 26 and 13 weeks ended August 3, 1996. The increases for the 26 and 13
weeks were due primarily to increased advertising costs (largely due to Trak
Auto's entry into the Milwaukee market) and increased payroll costs, as a
percentage
23
<PAGE> 24
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
of sales, due to the decrease in sales during the first quarter.
Depreciation and amortization expenses increased $106,000 for the 26 weeks
ended August 2, 1997 compared to the same period one year ago. The increase
was due to increased fixed assets for new stores particularly in the Milwaukee
market.
Interest expense of approximately $1,864,000 during the 26 weeks ended August
2, 1997 was for interest under capital lease obligations.
The Company recorded an income tax benefit of $1.3 million during the 26 weeks
ended August 2, 1997. The tax benefit is the result of Trak Auto's $2,973,000
net operating loss.
Crown Books
During the 26 weeks ended August 2, 1997, the Company opened eight Super Crown
Books stores and closed six Classic Crown Books stores and two Super Crown
Books store. At August 2, 1997, the Company had 168 stores, including 115
Super Crown Books stores.
Sales of $133,561,000 for the 26 weeks ended August 2, 1997 increased by
$4,536,000 or 3.5% compared to the 26 weeks ended August 3, 1996 while sales of
$67,018,000 for the 13 weeks ended August 2, 1997 increased by $485,000 or 0.7%
compared to the 13 weeks ended August 3, 1996. Comparable sales (sales for
stores open for 13 months) decreased 5.6% and 8.1% during the 26 and 13 weeks,
respectively. Sales for all Super Crown Books stores represented 82.3% and
82.6% of total sales for the 26 and 13 weeks ended August 2, 1997,
respectively, compared to 74.7% and 75.9% for the 26 and 13 weeks ended August
3, 1996, respectively. Sales for all Super Crown Books stores of $109,974,000
and $55,339,000 for the 26 and 13 weeks ended August 2, 1997 increased 14.1%
and 9.6% over the prior year and sales for comparable Super Crown Books stores
decreased 6.1% and 8.6%. Comparable sales for the new superstore prototype
decreased 5.8% and 8.2% for the 26 and 13 weeks ended August 2, 1997. The
Company's superstores consist of the original superstores of 6,000 to 10,000
square feet and the new superstore prototype targeted to occupy 15,000 square
feet.
Interest and other income decreased by $661,000 and $344,000 during the 26 and
13 weeks ended August 2, 1997 when compared to the same periods one year ago.
The decreases were primarily due to reduced interest income as a result of the
decrease in funds available for short-term investments.
Cost of sales, store occupancy and warehousing as a percentage of sales were
83.5% and 84.6% for the 26 and 13 weeks ended August 2, 1997 compared to 82.0%
and 82.1% for the same periods one year ago. The increases were due to
increased store occupancy costs.
Selling and administrative expenses as a percentage of sales were 21.6% and
22.0% for the 26 and 13 weeks ended August 2, 1997 compared to 20.2% and 19.8%
for the same periods one year ago. The increases were due primarily to
increased payroll costs and consulting fees for new management information
systems.
24
<PAGE> 25
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Depreciation and amortization expense increased $479,000 for the 26 weeks ended
August 2, 1997 compared to the same period one year ago primarily due to the
increase in fixed assets for new superstores and to the amortization of
computer software.
Interest expense was $699,000 during the 26 weeks ended August 2, 1997 compared
to $691,000 during the 26 weeks ended August 3, 1996. Interest expense during
the 26 weeks ended August 2, 1997 was primarily due to interest on borrowings
under the credit facility while interest expense during the 26 weeks ended
August 3, 1996 was primarily due to interest on the Robert M. Haft judgement
paid in August 1996.
Shoppers Food
The Company opened one new store in July 1997 for a store count of 35 at August
2, 1997. Subsequent to August 2, 1997, the Company opened its 36th store.
Sales decreased by $0.2 million, from $419.7 million during the 26 weeks ended
August 3, 1996 to $419.5 million during the 26 weeks ended August 2, 1997.
Sales decreased by $1.1 million, from $210.6 million during the 13 weeks ended
August 3, 1996 to $209.5 million during the 13 weeks ended August 2, 1997.
Comparable store sales decreased 0.5% and 1.5% during the 26 weeks and 13 weeks
ended August 2, 1997, respectively. The decreases were the result of extremely
competitive market conditions which effect the geographical area in which the
Company operates including the expansion of other supermarket chains into this
market.
Gross profit increased by $3.0 million (3.1%), from $96.2 million during the 26
weeks ended August 3, 1996 to $99.2 million during the 26 weeks ended August 2,
1997 and increased by $0.5 million (1.0%), from $48.2 million during the 13
weeks ended August 3, 1996 to $48.7 million during the 13 weeks ended August 2,
1997. Gross profit, as a percentage of sales, increased to 23.6% and 23.3%
during the 26 weeks and 13 weeks ended August 2, 1997, respectively from 22.9%
for both the 26 weeks and 13 weeks ended August 3, 1996. The increases were
primarily due to a more proactive pricing strategy on selected items, to a
reduction in the number of items which are offered at special discounts on a
weekly basis in stores, and to a higher allowance income achieved through
increased vendor participation.
Selling and administrative expenses increased by $2.3 million (3.1%), from
$74.4 million during the 26 weeks ended August 3, 1996 to $76.7 million during
the 26 weeks ended August 2, 1997 and increased by $1.1 million (3.0%), from
$38.0 million during the 13 weeks ended August 3, 1996 to $39.1 million during
the 13 weeks ended August 2, 1997. Selling and administrative expenses, as a
percentage of sales, increased from 17.7% and 18.0% during the 26 weeks and 13
weeks ended August 3, 1996 to 18.3% and 18.7% during the 26 weeks and 13 weeks
ended August 2, 1997. The increases were primarily attributable to increased
payroll costs associated with negotiated union rates and store remodeling, to
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
expenses associated with a new store opened in July 1997 and a new store opened
in August 1997.
Depreciation and amortization increased $1.2 million from $4.8 million during
the 26 weeks ended August 3, 1996 to $6.0 million during the 26 weeks ended
August 2, 1997 and increased $1.0 million from $2.5 million during the 13 weeks
ended August 3, 1996 to $3.5 million during the 13 weeks ended August 2, 1997.
The increases were primarily due to additional depreciation and amortization
associated with goodwill, lease rights and refinancing costs, as well as with
fixed assets purchased for the new store opened in July 1997.
Operating income was $16.5 million and $6.1 million for the 26 weeks and 13
weeks ended August 2, 1997 compared to $17.0 million and $7.8 million during
the same periods in the prior year. The decreases were primarily as a result
of higher selling and administrative expenses and higher depreciation and
amortization expense, partially offset by higher gross profit.
Interest income decreased $1.3 million and $0.3 million during the 26 weeks and
13 weeks ended August 2, 1997 compared to the 26 weeks and 13 weeks ended
August 3, 1996 due to a reduction of funds available for short-term investing
as a result of the repayment of the bridge financing associated with
Acquisition.
Interest expense increased $8.3 million from $1.1 million during the 26 weeks
ended August 3, 1996 to $9.4 million during the 26 weeks ended August 2, 1997
as a result of interest paid on the Increasing Rate Notes and interest accrued
on the Senior Notes.
The effective income tax rate for the 26 weeks ended August 2, 1997 was 43.7%
compared to 34.6% for the 26 weeks ended August 3, 1996. The increase was
primarily attributable to nondeductible amortization of acquisition related
goodwill.
On June 26, 1997 the Company sold $200 million aggregate principal amount of
its 9.75% senior notes due 2004. Net proceeds were used on July 25, 1997 to
repay $143.3 million (including approximately $3.3 million of accrued and
unpaid interest) of the existing Increasing Rate Notes and to pay $50.0 million
into an escrow account to be used by Dart if and when it consummates a
settlement with certain of its shareholders. As a result of this transaction,
$5.3 million, representing an unamortized portion of the financing costs
incurred to secure initial senior indebtedness, were expensed as an
extraordinary item, net of taxes of approximately $1.9 million.
Net income decreased by $10.1 million, from $12.4 million during the 26 weeks
ended August 3, 1996 to $2.3 million during the 26 weeks ended August 2, 1997
and by $6.8 million, from $5.9 million during the 13 weeks ended August 3, 1996
to a net loss of $0.9 million during the 13 weeks ended August 2, 1997. These
decreases were primarily attributable to increased interest expense associated
with the Company's indebtedness and the extraordinary item discussed above.
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<PAGE> 27
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Total Beverage
Sales decreased $349,000 from $13,857,00 during the 26 weeks ended August 3,
1996 to $13,508,000 during the 26 weeks ended August 2, 1997 due to sales last
year ($721,000) at a store closed in April 1996. Sales increased $296,000 from
$6,837,000 during the 13 weeks ended August 3, 1996 to $7,133,000 during the 13
weeks ended August 2, 1997. Comparable store sales increased 2.8% and 4.3%
during the 26 and 13 weeks ended August 2, 1997, respectively.
Cost of sales and store occupancy as a percentage of sales were 81.5% and 81.2%
during the 26 and 13 weeks ended August 2, 1997 compared to 81.7% and 82.0% for
the same periods one year ago.
Selling and administrative expenses as a percentage of sales were 21.6% and
20.7% during the 26 and 13 weeks ended August 2, 1997 (excluding a reversal of
closed store reserve) compared to 23.5% and 21.4% for the 26 and 13 weeks ended
August 3, 1996.
Total Beverage recorded net income of $918,000 and $1,293,000 during the 26 and
13 weeks ended August 2, 1997 compared to net operating losses of $871,000 and
$292,000 during the 26 and 13 weeks ended August 3, 1996. The net income for
the 26 and 13 weeks ended August 2, 1997 included the reversal of a closed
store expense of $1.5 million recorded in fiscal 1996 as a result of a lease
termination agreement with the landlord. The net operating loss for the 26
weeks and 13 weeks ended August 3, 1996 included approximately $610,000 and
$270,000 paid to outside consultants who had been retained to assist in the
development and implementation of a strategic business plan.
Dart Group and Other Corporate
Interest and other income decreased $0.6 million and $0.1 million during the
six months and three months ended July 31, 1997, respectively, when compared to
the same period in the prior year. The decreases were primarily due to reduced
funds available for short-term investments.
Administrative expenses decreased $0.2 million during the six months ended July
31, 1997 primarily due to lower legal expenses as a result of a $17.0 million
legal accrual during the last quarter of fiscal 1997 and current year legal
billings charged to that accrual.
Interest expense decreased by $1.0 million and 0.5 million during the six
months and three months ended July 31, 1997, respectively, when compared to the
same period in the prior year. The decreases were primarily due to interest
accrued for the Robert M. Haft judgement last year.
Trak Auto and Crown Books file separate income tax returns. Total Beverage and
Shoppers Food are included in Dart's income tax returns.
Dart's cumulative total net tax operating loss carryforward is $60,252,000.
All net operating loss carryforwards will expire by fiscal 2012. In addition,
Dart has an Alternative Minimum Tax credit carryforward of approximately
$1,010,000. Dart has a deferred tax valuation allowance of $45,358,000 as of
July 31, 1997.
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<PAGE> 28
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)
Management will continue to evaluate the need for a valuation allowance on a
periodic basis.
Effect of New Financial Accounting Standard
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128
Earnings Per Share. SFAS No. 128 replaces the presentation of primary earnings
per share, previously presented by the Company, with basic earnings per share
and requires a reconciliation of the numerator and denominator of basic
earnings per share to fully diluted earnings per share. Fully diluted earnings
per share is computed similarly to the previous requirements. The Company will
be required to adopt SFAS No. 128 in the fourth quarter of fiscal 1998 and to
restate all previously presented earnings per share data. The presentation of
the Company's basic earnings per share under SFAS No. 128 is not materially
different than the amounts presented herein as primary earnings per share.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130
Reporting Comprehensive Income. SFAS No. 130 requires that an enterprise (a)
classify items of other comprehensive income by their nature in a financial
statement and (b) display the accumulated balance of other comphrehensive
income separately from retained earnings and additional paid-in capital in the
equity section of a statement of financial position. The Company will adopt
SFAS No. 130 in the first quarter of fiscal 1999 and will provide the necessary
disclosures.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131
Disclosure about Segments of an Enterprise and Related Information which
requires the Company to report financial and descriptive information about its
reportable operating segments. The Company will adopt SFAS No. 131 at its
fiscal year-end January 31, 1999 and will provide the necessary disclosure.
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<PAGE> 29
PART II
Item 1. Legal Proceedings
Material legal proceedings pending against Dart or its subsidiaries are
described in Dart's Annual Report on Form 10-K for the year ended January 31,
1997 and, with respect to material developments in such earlier reported legal
proceedings, see below.
Dart has entered into a settlement agreement with Robert, Gloria and Linda
Haft. See Note 9 to Dart's Consolidated Financial Statements contained herein.
This settlement, if consummated, would result in the termination of the pending
claim by Robert, Gloria and Linda Haft to control Dart and the settlement of
all litigation between them and Dart and its subsidiaries.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Document
10.1 Settlement Agreement, dated as of August 18,
1997, by and among Dart Group Corporation,
Crown Books Corporation, Trak Auto
Corporation, Dart/SFW Corp., SFW Holding
Corp. and Shoppers Food Warehouse Corp. and
Robert M. Haft, Gloria G. Haft and Linda G.
Haft (incorporated by reference to Exhibit
99.2 to Dart's Form 8-K filed on August 19,
1997).
10.2 Employment Agreement between William White
and Shoppers Food Warehouse Corp. dated
August 18, 1997.
27 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended July 31, 1997, Dart filed
two Current Reports on Form 8-K.
1. Dart filed a Current Report on Form 8-K on
May 12, 1997 reporting under Item 5 (Other
Events) and Item 7 (Financial Statements and
Exhibits) a two-week extension of the
conditional settlement agreement in principle
reached April 21, 1997 with Herbert H. Haft.
2. Dart filed a Current Report on Form 8-K on
June 27, 1997 reporting under Item 5 (Other
Events) and Item 7 (Financial Statements and
Exhibits) that Shoppers Food had agreed to
sell $200.0 million of its 9 3/4% Senior
Notes due 2004.
Subsequent to July 31, 1997, Dart filed a Current
Report on Form 8-K.
1. Dart filed a Current Report on Form 8-K on
August 19, 1997 reporting under Item 5 (Other
Events) and Item 7 (Financial Statements and
Exhibits) a settlement agreement with Robert,
Gloria and Linda Haft.
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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.
DART GROUP CORPORATION
Date: September 15, 1997 By: Ronald T. Rice
------------------ ----------------------------
RONALD T. RICE
Assistant Vice President
Date: September 15, 1997 Mark A. Flint
------------------ ----------------------------
MARK A. FLINT
Senior Vice President and
Chief Financial Officer
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August 18, 1997
EMPLOYMENT AGREEMENT
This Agreement dated as of August 25, 1997 by and between William White
("Employee"), and SHOPPERS FOOD WAREHOUSE, a Delaware corporation ("Employer").
W I T N E S S E T H:
WHEREAS, the parties hereto desire by this Agreement to provide for the
employment of Employee by Employer;
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the
receipt, sufficiency and adequacy of which the parties conclusively
acknowledge, the parties hereto, intending to be legally bound, agree as
follows:
1. EMPLOYMENT
(a) Duties. Employer hereby employs Employee, and Employee accepts
employment by Employer, as President of Shoppers Food Warehouse during the
Employment period (as defined in Section 2), with such duties, responsibilities
and authority as are commensurate with and appropriate to such position and as
are from time to time set forth in the bylaws of the Employer and otherwise
delegated to him by the Board of Directors of the Employer ("the Board of
Directors"), and shall report to the Executive Committee of the Board, the
Board of Directors, or other Senior Executive as directed by the Board.
Employee agrees to observe and comply with the rules and regulations of
Employer as adopted by the Board of Directors respecting the performance of his
or her duties and to carry out and follow the orders, policies and directions
stated by Employer to him or her from time to time, provided, however, that
such regulations and directions are consistent with the authority and
responsibility of the position specified above.
(b) Full Time Employment. During the Employment period Employee shall
devote all his or her time and attention to his services for Employer and shall
diligently perform his or her duties and responsibilities under this Agreement.
Employee acknowledges that the proper performance of his or her duties and
responsibilities may require the rendering of services not only during normal
business hours, but over and beyond those hours as well.
(c) Place of Employment and Travel. Employee's principal place of
employment shall be at the executive offices of Employer in Lanham, Maryland.
If Employer's executive offices are moved from Lanham, Maryland, Employee's
principal place of employment shall be changed to the location where such
executive offices are moved. Employee agrees to travel for the performance of
his or her duties under this Agreement as Employer may request from time to
time. If Employer's executive offices are relocated a distance greater than 100
miles from Lanham, Maryland, Employee's relocation expenses will be paid by
Employer if Employee elects to relocate. At the Employee's option, if Employee
decides not to relocate, the relocation of the executive offices will be deemed
a termination without cause and the Employee will be eligible to receive
severance benefits as outlined in Section 7 (e) of this Agreement.
2. TERM
The term of Employee's employment under this Agreement (the
"Employment Period") shall commence on August 25, 1997 and end on August 25,
1998. If the Employer decides not to renew this Agreement, notice will be
delivered in writing at least 30 days prior to the end of the term of this
Agreement. If such notice is not delivered then the Agreement will continue for
an additional one (1) year after which it will automatically expire, unless it
is renewed.
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<PAGE> 2
3. COMPENSATION
(a) Base Salary. Employee's annual base salary shall be Three Hundred
Thousand Dollars ($300,000.00), subject to an annual increase as recommended to
the Board of Directors by the Compensation Committee of the Board of Directors
following review and performance appraisal of Employee, and following approval
by the Board of Directors. Employee's base salary shall be paid in accordance
with Employer's normal payroll procedure.
(b) Bonus. A target bonus of 40% of base salary. Any payments made
will be based on the components of Employee's target bonus program. This bonus
payment is subject to approval by the Board of Directors. Receipt of this bonus
is subject to Employee's active employment at Shoppers Food Warehouse at the
time of bonus payments. This bonus is not payable if Employee has been, or is
being terminated pursuant to Section 7.
(c) Withholding Tax. All compensation shall be subject to the
customary withholding tax and other employment taxes as required with respect
to compensation paid by a corporation to an employee.
4. STOCK OPTIONS
(a) Stock Options. Employee shall be eligible for the annual award of
stock options pursuant to the stock option plans under which the Employee is
currently a participant, as determined by the Board(s) of Directors of the
company(s), pursuant to the individual company(s) stock option plan(s).
(b) Exercise upon Certain Terminations of Employment. In the event of
the termination of Employee's employment hereunder for any reason other than
pursuant to Section 7 (d), Employee shall have the right to exercise, on or
before the effective date of the termination of this Agreement, any option
which has vested in Employee hereunder coincident with or prior to the
effective date of the termination of Employee's employment hereunder, subject
to the other terms and conditions of such option plan(s). In addition, in the
event of the termination of Employee's employment due to his or her death, the
personal representative of the Employee shall have the right to exercise any
such option within the later of (i) thirty (30) days notice of such right by
Employer to Employee's personal representative or (ii) sixty (60) days of the
date of Employee's death.
5. EMPLOYEE BENEFITS
During the Employment Period, Employer shall provide Employee with the
following benefits:
(a) Health Plan Coverage. Employer shall provide Employee with health
benefits, including major medical health insurance, Accidental Death and
Dismemberment (AD&D) and such other benefits that are in effect at the time of
this Agreement for the Employee and his or her immediate family all in
accordance with Employer's "Executive Health Plan" as now in effect.
(b) Further Benefits. Employee shall, during the term of this
Agreement (and thereafter to the extent provided herein), be eligible to
participate in all applicable profit sharing and 401 (k) plans and insurance
benefits in effect for all salaried employees of the Employer, together with
any future improvements in such plans or benefits, subject to the eligibility
requirements of such plans. In addition, Employee shall be entitled during the
term of this Agreement, and thereafter to the extent provided for herein or in
any such plan, to receive such other and further benefits as shall be generally
made applicable to key executive employees of the Employer, and such additional
benefits, as may be granted from time-to-time by the Board of Directors, in
it's sole discretion.
(c) Vacation. Employee shall be entitled to paid vacation leave of
three (3) weeks in every year of employment, increased pursuant to Employer's
vacation policy. Effective with this Agreement, all vacation earned subsequent
to the date of this Agreement shall be taken no later than by the end of the
following year or be forfeited,
2
<PAGE> 3
unless prior approval is granted by the Compensation Committee of the Board of
Directors.
(d) Business Expenses. Employer shall reimburse Employee pursuant to
Employer's policy of employee expense reimbursement of all items of travel,
entertainment and miscellaneous expenses reasonably incurred by Employee on
behalf of Employer and presented to Employer on the appropriate voucher.
(e) Automobile Allowance: Employer shall pay to Employee as an
automobile allowance the sum of Eight Hundred Fifty Dollars ($850.00) per
month.
6. PROPRIETARY DATA
(a) Trade Secrets and Other Confidential Information. During the
Employment Period and for three (3) years thereafter, Employee shall keep
confidential any data, documents, or financial or other information of a trade
secret or confidential nature relating to Employer's past, present or future
operations (the "Proprietary Data"), shall not disclose the Proprietary Data to
any third parties other than officers, employees or agents of Employer on a
"need to know" basis, shall take all necessary steps to ensure that such
officers, employees or agents keep such Proprietary Data confidential, and
shall use the Proprietary Data only in connection with rendering services to
Employer. Upon the end of the Employment Period, Employee shall promptly return
to Employer the originals and all copies of the Proprietary Data in the
possession of Employee, and shall not use any of the Proprietary Data for his
or her own benefit or for the benefit of any third parties. The covenants
contained in this Section 6 (a) shall not apply to Proprietary Data which is or
becomes a matter of general knowledge in the industry otherwise than by a
breach of the provisions of this Section 6 (a).
(b) Injunctive Relief. Employee acknowledges that the covenants
contained in Sections 6 (a) are necessary for the protection of the legitimate
business interests of Employer and are reasonable limitations of activities,
that the rights of Employer are of a specialized and unique character, and that
immediate and irreparable damage will result to Employer if Employee fails to
or refuses to perform or comply with such covenants. Therefore, notwithstanding
any election by Employer to claim damages from Employee as a result of any such
failure or refusal, Employer may, in addition to any other remedies and damages
available, seek an injunction in a court of competent jurisdiction to restrain
any such failure or refusal (and no bond or other security shall be required in
connection therewith). In that connection, Employee represents and warrants
that his or her expertise and capabilities are such that performance or
compliance with the covenants (and the enforcement thereof by injunction or
otherwise) will not prevent him or her from earning a livelihood. If a court
refuses to enforce the covenants set forth in Section 6 (a) because they are
found to be unreasonable, Employee and Employer agree to abide by any lesser
restrictions (for instance, as to duration and geographic area) that are found
to be reasonable.
7. TERMINATION
(a) Definition of Compensation: For purposes of termination,
compensation at the time of termination shall be deemed to include accrued sick
and vacation and salary through the effective date of termination, plus any and
all benefits normally granted by Employer to Employees upon termination.
(b) Death. The Employment Period shall forthwith terminate upon the
death of Employee, whereupon Employer shall not have any further obligations or
liability hereunder except to pay the Employee's estate the unpaid portion, if
any, of Employee's compensation accrued for the period up to the date of
Employee's death.
(c) Total Disability. In the event of the Total Disability (as that
term is hereafter defined) of Employee for a period of six (6) consecutive full
calendar months, Employer shall have the right to end the Employment Period by
giving Employee ten (10) days' written notice. Upon the expiration of such ten
(10) day period, the Employment Period shall end and Employer shall not have
any further obligations hereunder except to pay Employee the unpaid portion,
3
<PAGE> 4
if any, of Employee's compensation accrued for the period up to the date of
termination of Employee's employment. As used in this Agreement, the term
"Total Disability" shall mean a mental or physical condition which, in the
opinion of Employer and in the opinion of two consulting physicians, renders
Employee unable or incompetent to carry out his obligations hereunder,
provided, however that said disability must also be in accordance with
disability as defined in the Company's Long Term Disability coverage and,
therefore, Employee shall be eligible for such Long Term Disability coverage.
(d) With Cause. Employer shall have the right to immediately terminate
the employment of Employee at any time for just cause. For purposes of the
foregoing, "just cause" shall include, but not be limited to: (i) Employee's
commission of any act which constitutes an offense involving moral turpitude
under federal, state or local law; (ii) Employee's material breach of any of
the terms of this Agreement; (iii) Employee's refusal to follow lawful and
reasonable directive(s) of the Board of Directors made in compliance with
Section 1(a) hereof; (iv) documented performance problems; or (v) violation of
any part of the Shoppers Food Warehouse Statement of Business Ethics, a copy of
which is incorporated with this Agreement. Upon such termination, Employer
shall have no further obligations or liability hereunder except to pay Employee
the unpaid portion, if any, of Employee's compensation accrued for the period
up to the date of termination of Employee's employment.
(e) Dissatisfaction by Employer Without Cause. Employer shall have the
right to terminate the employment of Employee without cause upon at least
thirty (30) days written notice to Employee. If Employer shall terminate the
employment of Employee pursuant to this Section 7 (e), the Employment Period
shall end at the expiration of the notice period and Employer shall not have
any further obligations or liability hereunder except (i) to pay Employee the
unpaid portion, if any, of Employee's compensation accrued for the period up to
the date of termination of Employee's employment, together with an additional
amount of one (1) year of base salary as severance in accordance with
Employer's normal payroll schedule to commence immediately following the
effective date of the termination of the Employee's employment hereunder; and
(ii) to pay to Employee in a lump sum an amount equal to the number of days of
accrued and unused vacation and sick leave computed at the Employee's base
salary in effect on the date of termination. If new employment (defined as
employment for another company, or self-employment) for the Employee commences
at any time during the severance period and the base salary is the same or more
than that paid by the Employer, then Employer shall cease payments under this
section. If the base salary paid by the new employment is less than the base
salary paid by the Employer then the Employer will continue to pay the
difference between the new base salary and that paid by the Employer for the
balance of the one (1) year severance period. Employee must notify Employer
immediately in writing upon starting new employment. If Employee does not
notify Employer immediately upon starting new employment, then Employee agrees
that should Employer need to hire legal counsel to retrieve monies that should
not have been paid, that Employee will be responsible for the Employer's
reasonable legal costs. Employer shall offer health insurance continuation
under COBRA commencing upon the termination of employment, the cost of which
will be paid by the Company until , the earlier of, (i) thirty (30) days after
the date the Employee starts new employment or (ii) the severance period ends.
Employee may continue COBRA at their own expense for the balance of the COBRA
period. The COBRA cost paid by the Employer will be added to the Employee's
income and taxed. Lastly, Employee shall be entitled to utilize the services of
a professional out placement service, the reasonable cost and duration of which
shall be determined and borne by Employer.
(f) Dissatisfaction by Employee. If Employee at any time is for any
reason dissatisfied with the terms and conditions of his or her employment
hereunder, Employee shall have the right to terminate his or her employment
upon at least thirty (30) days written notice to Employer. If Employee shall
terminate his or her employment pursuant to this Section 7 (f), the Employment
Period shall end at the expiration of the notice period and Employer shall have
no further obligations or liability hereunder except to pay to Employee the
unpaid portion, if any, of Employee's compensation accrued for the period up to
the date of termination. (If Employee gives thirty (30) days written notice due
solely to Employer's decision not to renew this Agreement as set forth in
Section 2, or Employee's dissatisfaction with the terms of a new Agreement,
then the Employee will be eligible for the severance terms outlined in Section
7(e).) Such written
4
<PAGE> 5
notice by the Employee must be given no later than the 30th day after the
termination or expiration of the Agreement outlined in Section 2. If Employee
does not give written notice to the Employer within said thirty (30) day period
then Employee understands and acknowledges that he or she will not be eligible
to receive the severance and other benefits outlined in Section 7(e) and agrees
that if he or she continues to be employed, his or her employment will be
at-will and for no definite or determinable period and may be terminated at any
time, with or without notice, at the option of the Employee or the Company.
8. MISCELLANEOUS
(a) Governing Law. This Agreement shall be governed by the laws of the
State of Delaware applicable to agreements made by and to be performed by
Delaware corporations.
(b) Amendment of Agreement. No amendment or variation of the terms of
this Agreement, with or without consideration, shall be valid unless made in
writing and signed by the Employee and a duly authorized representative of the
Employer (other than Employee).
(c) Waiver of Conditions. Any waiver agreed to between Employer and
Employee of any provision should not be construed as a general waiver of the
provision, or waiver of any other provision of this Agreement.
(d) Entire Agreement. This Agreement contains the entire agreement
between then parties and supersedes all prior oral and written agreements,
understandings, commitments, and practices between the parties, whether or not
fully performed by Employee before the date of this Agreement.
(e) Headings. The section headings of this Agreement are for reference
purposes only and are to be given no effect in the construction or
interpretation of this Agreement.
(f) Notice. All notices, requests and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally or upon receipt when sent by an express mail service, provided that
in each case a copy is mailed by first-class, registered mail, return receipt
requested, addressed as follows (or as may otherwise have been specified by the
intended recipient by notice as herein provided)
If to Employee:
William White
1210 Buckhead Circle
Vestavia Hills, Alabama 35216
If to Employer:
Director and Chairman of the Executive Committee
Shoppers Food Warehouse
3300 75th Avenue
Landover, Maryland 20785
General Counsel
Shoppers Food Warehouse
4600 Forbes Boulevard
Lanham, Maryland 20706-4359
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<PAGE> 6
(g) Severability. If any provision of this Agreement is held invalid
or unenforceable, the remainder of this Agreement shall nevertheless remain in
full force and effect. If any provision is held invalid or unenforceable with
respect to particular circumstances, it shall nevertheless remain in full force
and effect in all other circumstances.
(h) Merger or Consolidation. This Agreement shall not be terminated by
any merger, consolidation, transfer of any or all of the assets of the Employer
or voluntary or involuntary dissolution of the Employer. In the event of a
merger or consolidation or upon the transfer of assets, the surviving or
resulting corporation or the transferee of the Employer's assets shall be bound
by and shall have the benefit of the provisions of this Agreement, and the
Employer shall take all actions necessary to ensure that such corporation or
transferee is bound by the provisions of this Agreement. This Agreement shall
be binding upon the Employer notwithstanding any change in the composition of
the Board of Directors or change in ownership of the Employer.
(i) No Covenants. Employee hereby represents and warrants that he or
she is not subject to or bound by any employment contract, restrictive covenant
or other agreement or any order or decree that prevents him or her from
entering into this Agreement or from performing his or her responsibilities as
contemplated by this Agreement.
(j) Attorney's Fees. If a dispute arises with respect to the
Employer's obligations or the Employee's rights under this Agreement, or if any
legal proceedings shall be brought to enforce or interpret any provisions
contained herein, or to recover damages for breach hereof, or in the event of
any other litigation involving this Agreement, Employee shall recover from the
Employer all reasonable attorney's fees and costs and disbursements incurred as
a result of such dispute. In addition, Employee shall recover from Employer all
reasonable attorney's fees and costs and disbursements incurred as a result of
any legal proceeding filed by Employee, unless the Employee's pursuit of legal
proceedings is deemed frivolous or in bad faith as determined by the court in
any such action.
(k) Assignment; Binding Effect. This Agreement shall be binding upon,
and shall inure to the benefit of, and be enforceable by , the parties hereto
and their respective successors and assigns, provided, that (i) this Agreement
is a personal service agreement and no right hereunder may be assigned by
Employee, except that it shall inure to the benefit of and be enforceable by
the Employee's personal or legal representatives, executors or administrators;
and (ii) unless Employer shall have complied with Section 8 (h) hereof, no
right hereunder may be assigned or transferred by Employer by operation of law
or otherwise. Any purported assignment or transfer in violation of this Section
8 (k) shall be null and void.
IN WITNESS WHEREOF, this Agreement has been signed by a duly authorized officer
of Employer and by Employee as of the date first above-written.
SHOPPERS FOOD WAREHOUSE
L. G. SCHAFRAN August 18, 1997
- --------------------------------------- ------------------------
Larry G. Schafran Date
Director
MARK A. FLINT August 18, 1997
- --------------------------------------- ------------------------
Mark A. Flint Date
Chief Executive Officer
EMPLOYEE
WILLIAM J. WHITE August 26, 1997
- --------------------------------------- ------------------------
William J. White Date
6
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0
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