<PAGE>
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: April 2, 2000
or
[ ] 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: 1-11012
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Glacier Water Services, Inc.
----------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0493559
- --------------------------------------------------------------------------------
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer
Identification No.)
2261 Cosmos Court, Carlsbad, California 92009
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(760) 930-2420
---------------
(Registrant's telephone number, including area code)
N/A
- ----------------------------------------------
(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 [_]
Indicate the number of shares outstanding of each of issuer's class of common
stock, as of the latest practicable date: 2,834,174 shares of common stock, $.01
par value, outstanding at April 30, 2000.
1
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
GLACIER WATER SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
April 2, January 2,
2000 2000*
---------- -----------
ASSETS (unaudited)
------
<S> <C> <C>
Current assets:
Cash and cash equivalents........................................ $ 1,901 $ 4,205
Investments, available for sale.................................. 8,848 9,826
Accounts receivable.............................................. 532 589
Inventories...................................................... 3,135 3,249
Prepaid expenses and other....................................... 1,913 1,779
-------- --------
Total current assets.......................................... 16,329 19,648
Property and equipment, net of accumulated depreciation............... 59,666 58,936
Other assets.......................................................... 11,967 10,825
-------- --------
Total assets.......................................................... $ 87,962 $ 89,409
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------
Current liabilities:
Accounts payable................................................. $ 1,120 $ 1,272
Accrued commissions.............................................. 2,026 2,238
Accrued liabilities.............................................. 1,527 1,478
Line of credit................................................... 7,119 3,300
-------- --------
Total current liabilities..................................... 11,792 8,288
Long-term debt........................................................ 73,280 76,448
Stockholders' equity:
Preferred stock, $.01 par value; 100,000 shares authorized,
no shares issued or outstanding.............................. -- --
Common stock, $.01 par value; 10,000,000 shares authorized,
2,834,174 shares issued and outstanding..................... 34 34
Additional paid-in capital........................................ 16,119 16,119
Retained earnings................................................. 3,468 4,771
Treasury stock, at cost, 598,026 shares........................... (14,795) (14,795)
Accumulated other comprehensive loss.............................. (1,936) (1,456)
-------- --------
Total stockholders' equity.................................... 2,890 4,673
-------- --------
Total liabilities and stockholders' equity............................ $ 87,962 $ 89,409
======== ========
</TABLE>
* Amounts derived from audited information
The accompanying notes are an integral part of these consolidated statements.
2
<PAGE>
GLACIER WATER SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
----------------------
April 2, April 4,
2000 1999
---- ----
<S> <C> <C>
Revenues.............................................................. $ 12,785 $ 12,623
Operating costs and expenses:
Operating expenses............................................. 8,587 8,236
Selling, general and administrative expenses................... 1,998 2,189
Depreciation and amortization.................................. 3,033 2,599
---------- ----------
Total operating costs and expenses..................... 13,618 13,024
---------- ----------
Loss from operations.................................................. (833) (401)
Other (income) expenses:
Interest expense................................................ 1,783 1,980
Investment (income) loss........................................ (240) 1,503
---------- ----------
Total other expense................................................... 1,543 3,483
---------- ----------
Loss before income taxes and extraordinary item....................... (2,376) (3,884)
Income tax benefit.................................................... - (1,292)
---------- ----------
Loss before extraordinary gain........................................ (2,376) (2,592)
Extraordinary gain on early retirement of debt, net of tax............ 1,073 -
---------- ----------
Net loss.............................................................. $ (1,303) $ (2,592)
========== ==========
Basic and diluted loss per share:
Loss before extraordinary item........................................ $ (.84) $(.87)
Extraordinary gain.................................................... .38 -
---------- ----------
Net Income (loss)..................................................... $ (.46) $(.87)
========== ==========
Shares used in calculation............................................ 2,834,174 2,987,879
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE>
GLACIER WATER SERVICES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------
April 2, April 4,
2000 1999
---- ----
<S> <C> <C>
Net loss $(1,303) $(2,592)
------- -------
Unrealized gain (loss) on securities:
Unrealized holding gain (loss) arising during the period (490) 3,583
Less: reclassification adjustment for losses (gains) included
in net loss (10) 1,986
------- -------
Net unrealized gain (loss) (480) 1,597
------- -------
Comprehensive loss $(1,783) $ (995)
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE>
GLACIER WATER SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months Ended
------------------
April 2, April 4,
2000 1999
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,303) $(2,592)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 3,033 2,599
Extraordinary gain on early retirement of debt (1,073) -
Deferred tax benefit - (1,292)
Realized (gain) loss on sales of investments (10) 1,986
Change in operating assets and liabilities:
Accounts receivable 57 331
Inventories 114 48
Prepaid expenses and other (134) (28)
Payments for prepaid marketing incentives (2,096) (4,304)
Other assets 60 (5)
Accounts payable, accrued liabilities and accrued commissions (315) 240
------- -------
Total adjustments (364) (425)
------- -------
Net cash used in operating activities (1,667) (3,017)
------- -------
Cash flows from investing activities:
Net investment in vending equipment (2,942) (2,990)
Purchase of property and equipment (56) (33)
Purchase of investments (799) (7,282)
Proceeds from sale and maturities of investments 1,285 15,271
------- -------
Net cash provided by (used in) investing activities (2,512) 4,966
------- -------
Cash flows from financing activities:
Early retirement of debt (1,944) -
Proceeds from borrowings on line of credit 6,879 9,175
Principal payments on line of credit (3,060) (7,050)
Purchase of treasury stock - (2,644)
------- -------
Net cash provided by (used in) financing activities 1,875 (519)
------- -------
Net increase (decrease) in cash and cash equivalents (2,304) 1,430
Cash and cash equivalents, beginning of period 4,205 109
------- -------
Cash and cash equivalents, end of period $ 1,901 $ 1,539
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE>
GLACIER WATER SERVICES, INC.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months Ended
---------------------
April 2, April 4,
2000 1999
-------- --------
<S> <C> <C>
Cash paid for interest.................. $1,741 $1,966
====== ======
Cash paid for income taxes.............. $ - $ -
====== ======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
<PAGE>
GLACIER WATER SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 2, 2000
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of the Company's management, the accompanying consolidated
financial statements reflect all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the consolidated
financial position of the Company and the consolidated results of its operations
and its cash flows for the three-month periods ended April 2, 2000 and April 4,
1999. Although the Company believes that the disclosures in these financial
statements are adequate to make the information presented not misleading,
certain information, including footnote information normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. Results of operations for the period
ended April 2, 2000 are not necessarily indicative of results to be expected for
the full year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended January 2, 2000.
Reclassification
Certain prior year amounts have been reclassified to conform to the current
presentation.
2. Investments
Investments are accounted for in accordance with FASB Statement No. 115,
Accounting for Certain Investments in Debt and Equity Securities, which requires
that the Company determine the appropriate classification of investments at the
time of purchase and reevaluate such designation as of each balance sheet date.
At April 2, 2000 and January 2, 2000, the Company considered all investments as
available for use in its current operations, and therefore classified them
short-term, available-for-sale investments. Available-for-sale investments are
stated at fair value, with unrealized gains and losses, if any, reported as a
separate component of stockholders' equity. Realized gains or losses from the
sale of investments, write-downs associated with investments deemed to be
permanently impaired, interest income, and dividends are included in investment
income/(loss) in the accompanying statements of operations. Management reviews
the carrying values of its investments and writes such investments down to
estimated fair value by a charge to operations when such review results in
management's determination that an investment's impairment is considered to be
other than temporary. As of April 2, 2000, management believes its unrealized
losses aggregating $2,323,000 to be temporary in nature. The cost of securities
sold is based on the specific identification method.
At April 2, 2000, short-term investments consisted of the following (in
thousands):
<TABLE>
<CAPTION>
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains Losses Value
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Corporate securities $ 6,736 $117 $(2,063) $4,790
Convertible securities 318 -- (19) 299
Mortgage backed securities 683 14 - 697
------- ---- ------- ------
Total debt securities 7,737 131 (2,082) 5,786
Equity securities 3,047 256 (241) 3,062
------- ---- ------- ------
Total marketable securities $10,784 $387 $(2,323) $8,848
======= ==== ======= ======
</TABLE>
7
<PAGE>
GLACIER WATER SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
April 2, 2000
(unaudited)
The Company's primary market risk exposures are interest rate risk and
equity price risk. At April 2, 2000, the Company held a portfolio of marketable
securities with an estimated fair value equal to $8,848,000. Of that amount,
the estimated fair value of the Company's total debt investments available for
sale was $5,785,000, including $299,000 in convertible debt securities, and the
estimated fair value of the Company's total equity securities available for sale
was $3,062,000, including $2,169,000 in convertible preferred securities. The
Company's exposure to interest rate risk relates primarily to the opportunity
cost of fixed rate obligations. The Company's exposure to equity price risk
relates primarily to the risk that the market price of a security may fluctuate
or drop over time.
Proceeds from sales or maturities of marketable securities for the three-
month period ended April 2, 2000 were $1,285,000. Gross realized gains on such
sales or maturities for the three-month period were $34,000. Gross realized
losses for the three-month period were $24,000. Corporate securities have
maturity dates of December 2008. Corporate debt securities have maturity dates
from January 2001 to May 2008. A mortgage backed security has a maturity date of
December 2021. The Company's investment portfolio is managed by Kayne Anderson
Investment Management, a related party.
At January 2, 2000, investments available for sale consisted of the following
(in thousands):
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Corporate securities $ 7,196 $117 $(1,336) $5,977
Convertible securities 318 -- (11) 307
Mortgage backed securities 721 56 - 777
------- ---- ------- ------
Total debt securities 8,235 173 (1,347) 7,061
Equity securities 3,047 248 (530) 2,765
------- ---- ------- ------
Total investments available for $11,282 $421 $(1,877) $9,826
sale ======= ==== ======= ======
</TABLE>
During the quarter ended April 4, 1999, the Company recognized a write-down
of approximately $1.6 million on an investment it considered to be permanently
impaired. This amount is included in the investment losses for the quarter
ended April 4, 1999. The Company subsequently sold this security.
3. Extraordinary Item
As of April 2, 2000, the Company's Board of Directors had authorized the
Company to purchase up to 500,000, or approximately 7.4% of the 3,400,000
shares, of the Glacier Water Trust Preferred Securities (AMEX: HOO_pa) issued by
Glacier Water Trust I, a wholly owned subsidiary of the Company, in the open
market as part of the Company's stock repurchase plan. During the quarter ended
April 2, 2000, the Company repurchased 126,700 shares of the Trust Preferred
Securities at an average price of $15.34 per share. This resulted in a net
extraordinary gain of $1,073,000, which was the result of a gain of $1,224,000,
less the write-off of $151,000 of related deferred debt costs.
Through April 2, 2000, the Company has repurchased 468,800 shares of the
Trust Preferred Securities at an average price of $15.94. On April 12, 2000 the
Company announced that the Company's Board of Directors authorized an increase
in the maximum number of Trust Preferred Securities authorized to be repurchased
in the open market as part of the Company's stock repurchase plan from 500,000
shares to 750,000 shares.
8
<PAGE>
Statements in this report that are not purely historical are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements with respect to the financial condition
and results of operations of the Company involve risks and uncertainties
including, but not limited to, trade relations, dependence on certain locations
and competition. Further information on potential factors which could affect
the financial condition and results of operations of the Company is included in
the filings of the Company with the Securities and Exchange Commission,
including, but not limited to, the Company's Registration Statement on Form S-
2, as amended, (File No. 333-40335) and its Annual Report on Form 10-K for the
year ended January 2, 2000.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
- ---------------------
Overview
- --------
During the first quarter of 2000, the Company installed 66 outside machines
and 163 in-store machines to finish the quarter with 14,045 machines in
operation compared with 12,775 machines in operation at April 4, 1999. As of
April 2, 2000, there were 11,811 outside machines and 2,234 in-store machines in
operation in 36 states and Mexico.
Revenues
- --------
For the quarter ended April 2, 2000, revenues increased $162,000 or 1.3% to
$12,785,000 from $12,623,000 for the first quarter a year ago. The increase in
revenues for the quarter ended April 2, 2000 was due to having a greater number
of in-store machines in operation offset by having fewer outside machines in
operation compared to the prior year. The Company believes that revenues for the
quarter were negatively impacted by the Y2K purchases of bottled water by
consumers in December. Because consumers experienced no problems associated with
Y2K, these purchases were consumed in January and February, thus resulting in an
overall lower demand during the first quarter.
Costs and Expenses
- ------------------
Operating expenses for the quarter ended April 2, 2000 increased $351,000
to $8,587,000, or 67.2% of revenues, compared to $8,236,000, or 65.2% of
revenues in the same period last year. The increase in total operating expenses
was the result of lower commissions which were offset by higher servicing costs,
resulting from the Company's expansion into new markets where significant
operating efficiencies have not yet be achieved.
Selling, general and administrative ("SG&A") expenses for the quarter ended
April 2, 2000 decreased $191,000 to $1,998,000, or 15.6% of revenues, compared
to $2,189,000, or 17.3% of revenues in the same period last year. This decrease
in total SG&A expenses for the quarter ended April 2, 2000 was primarily due to
a decrease in legal expenses incurred in connection with the alleged patent
infringement and antitrust claims made against the Company by a competitor that
have since been dismissed.
Depreciation and amortization expense was $3,033,000 for the quarter ended
April 2, 2000 compared to $2,599,000 in the same period last year. The increase
in total dollars was primarily due to the addition of new in-store machines
installed since last year.
9
<PAGE>
Interest expense decreased to $1,783,000, for the quarter ended April 2,
2000, compared to $1,980,000 in the same period last year as a result of lower
debt levels during the later period. The Company had $240,000 of investment
income in the quarter ended April 2, 2000 compared to investment loss of
$1,503,000 in the same period last year. This decrease in expense was a result
of a write-down of $1.6 million in the first quarter last year on a debt
security deemed to be permanently impaired.
For the quarter ended April 2, 2000, the Company reported a net
extraordinary gain of $1,073,000 resulting from the early retirement of debt.
During the quarter ended April 2, 2000, the Company repurchased 126,700 shares
of the Trust Preferred Securities at an average price of $15.34 per share. This
resulted in a net extraordinary gain of $1,073,000, which was the result of a
gain of $1,224,000, less the write-off of $151,000 of related deferred debt
costs.
As a result of the foregoing, the Company's incurred a loss before
extraordinary gain on the early extinguishments of debt of $2,376,000, or $0.84
per basic and diluted share for the quarter ended April 2, 2000 compared to a
loss of $2,592,000, or $0.87 per basic and diluted share for the quarter ended
April 4, 1999. After giving effect to the extraordinary gain, the net loss was
$1,303,000, or $.46 per basic and diluted share for the quarter ended April 2,
2000, compared with net loss of $2,592,000, or $.87 per share for the quarter
ended April 4, 1999.
Liquidity and Capital Resources
- -------------------------------
The Company's primary sources of liquidity and capital resources were cash
and investments, cash flows from operations and funds available under the
Company's Credit Facility. On January 27, 1999, the Company entered into a
credit facility with Tokai Bank of California which provides for borrowings of
up to $8.0 million. The credit facility which has a current maturity date of
July 1, 2000, requires quarterly interest payments at the Bank's prime rate
(9.0% per annum at April 2, 2000) or LIBOR plus 1.60% (7.63% per annum at April
2, 2000). As of April 2, 2000, the Company had approximately $0.9 million of
funds available under the credit facility.
At April 2, 2000, the Company had cash and cash equivalents and marketable
securities of $10.8 million, and working capital of $4.5 million. Net cash used
in operating activities was $1.7 million; net cash used in investing activities
was $2.5 million; and net cash provided by financing activities was $1.9 million
for the three-month period ended April 2, 2000. The Company's stockholders'
equity as of April 2, 2000 was $2,890,000, which amount is below the American
Stock Exchange's minimum stockholders' equity requirement of $4.0 million.
The Company believes that its cash and investments on hand, cash flow from
operations and availability under its Credit Facility, will be sufficient to
meet its anticipated operating and capital requirements, including its
investment in vending machines, as well as distributions related to the Trust
Preferred Securities, for at least the next twelve months.
Through April 2, 2000, the Company had repurchased 468,800 shares of the
Trust Preferred Securities at an average price of $15.94. On April 12, 2000,
the Company announced that the Company's Board of Directors authorized an
increase in the maximum number of Trust Preferred
10
<PAGE>
Securities authorized to be repurchased in the open market as part of the
Company's stock repurchase plan from 500,000 shares to 750,000 shares.
ITEM 3 - QUANTITATIVE AND QUALITIVE DISCLOSURE ABOUT MARKET RISK
The Company's primary market risk exposures are interest rate risk and
equity price risk. At April 2, 2000, the Company held a portfolio of marketable
securities with an estimated fair value equal to $8,848,000. Of that amount,
the estimated fair value of the Company's total debt investments available for
sale was $5,785,000, including $299,000 in convertible debt securities, and the
estimated fair value of the Company's total equity securities available for sale
was $3,062,000, including $2,169,000 in convertible preferred securities. The
Company's exposure to interest rate risk relates primarily to the opportunity
cost of fixed rate obligations. The Company's exposure to equity price risk
relates primarily to the risk that the market price of a security may fluctuate
or drop over time.
The Company's investment portfolio is managed by Kayne Anderson Investment
Management, a related party, primarily in fixed rate corporate bonds and
mortgage backed securities.
The table below presents principal cash flows and related weighted average
interest rates by expected maturity dates for the Company's convertible
investments:
<TABLE>
<CAPTION>
Cash Flow (in thousands)
----------------------------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 Thereafter Total
----- ----- ----- ----- ----- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Convertible Debt
Principal $ 0 $ 180 $ 0 $ 0 $ 0 $ 0 $180
Interest 10 1 0 0 0 0 11
Weighted average
Interest rate 7.5 % 7.5% 0% 0% 0% 0%
Convertible
Preferred Stock
Principal $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Interest (3) 114 152 152 152 152 (2) (2)
Weighted average
Interest rate 7.4 % 7.4% 7.4% 7.4% 7.4% 7.4%
</TABLE>
(1) Dividends paid-in-kind have been included (based on their cash value) in
the calculations for the convertible preferred stock.
(2) Beyond 2004, dividend payments on convertible preferred stock generally
continue so long as the Company continues to hold the security.
(3) Interest represents dividend payments on convertible preferred stock.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
As of April 2, 2000, the Company was not involved in any legal proceedings
that in management's determination will have a material impact on the Company,
its financial position or its results of operations.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
--------
Exhibit 27. 1 Financial Data Schedule.
b. Reports on Form 8-K
-------------------
None
EXHIBITS
--------
10.6 Location/Supply Agreement between Albertson's Inc. and GW
Services, Inc.(i.)
27.1 Financial Data Schedule
_________
(i.) Confidential treatment has been requested.
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.
GLACIER WATER SERVICES, INC.
Date: May 16, 2000 By: /s/Jerry A. Gordon
------------ --------------------
Jerry A. Gordon
President and Chief Executive Officer
Date: May 16, 2000 By: /s/W. David Walters
------------ --------------------
W. David Walters
Senior Vice President, Chief Financial Officer
12
<PAGE>
EXHIBIT 10.6
* Certain portions have been omitted pursuant to a request for confidential
treatment filed separately with the Commission.
LOCATION / SUPPLY AGREEMENT
THIS LOCATION / SUPPLY AGREEMENT for coin-operated water vending machines and
in-store water bars is effective on the 1st day of December, 1999, by and
between ALBERTSON'S, INC., a Delaware corporation, and each of its affiliates
and wholly owned subsidiaries in existence as of the date noted above
(collectively "Customer"), and GW SERVICES, INC., a Delaware corporation
("Supplier").
RECITALS
A. Customer operates a national chain of retail supermarket stores
operating in 38 states nationwide. Supplier is in the business of selling water
to consumers through self-service coin-operated water vending machines and self-
serve in-door water bar centers which are owned by Supplier ("Machine" or
"Machines" as appropriate).
B. Customer and Supplier wish to enter this Agreement under which Supplier
will install, service, maintain and de-install its Machines at Customer's
locations in the regions designated by Customer as listed on Exhibit "A"
attached hereto and incorporated herein ("Location" or "Locations" as
appropriate), all on the terms and subject to the conditions set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the covenants and
conditions set forth below, on the terms and subject to the conditions set forth
herein, Customer and Supplier agree as follows:
I. License, Term and Termination
a) During the Term (as defined below) of this Agreement and subject to the
terms hereof, Customer grants to Supplier a revocable license, in accordance
with this Agreement, to install, service, maintain, and de-install as necessary
its Machines at the Locations to accomplish Supplier's obligations hereunder;
provided, however, that nothing in this Agreement shall prohibit Customer from
installing similar equipment for non-retail use by Customer's employees which is
not intended to be utilized by the public.
b) The obligations of Customer and Supplier under this Agreement shall
commence on December 1, 1999 and shall expire on November 30, 2004, ("Term")
unless terminated earlier in accordance with the terms of this Agreement.
c) Termination By Either Party. Either party may terminate this Agreement at
-----------------------------
anytime under one of the following options:
(i) without cause upon ninety (90) days' prior written notice to the
other party to be given not sooner than expiration of the third anniversary
of this Agreement (December 1, 2002).
(ii) immediately if the other party is or shall: (A) be or become
insolvent or unable to pay its debts as they mature within the meaning of
the United States Bankruptcy Code or any successor statute; or (B) make an
assignment for the benefit of its creditors; or (C) file or have filed
against it, voluntarily or involuntarily, a petition under the United
States Bankruptcy Code or any successor statute unless such petition is
stayed or discharged within ninety (90) days; or (D) have a receiver
appointed with respect to all or substantially all of its assets;
<PAGE>
(iii) subject to Section VII.q) hereof, upon thirty (30) days written
notice if the other party fails to fulfill any material obligation on its
part to be performed under this Agreement, or is determined to be in breach
of its representations and warranties in this Agreement in any material
respect, provide the breaching party has not have cured the breach within
the thirty (30) days to the sole, reasonable satisfaction of the non-
breaching party. Notwithstanding the foregoing, there shall not be a
default within the meaning of this Section I.c)(iii) if the breaching party
promptly commences to cure such breach within such thirty (30) day period
and thereafter diligently pursues such cure to completion; provided,
however, that the period for cure shall in no event exceed sixty ( 60)
days.
(iv) Notwithstanding anything to the contrary, this Agreement shall
automatically terminate without penalty with regard to any Location that is
closed by Customer for any reason or sold to a third party.
d) Affect of Termination. A termination of this Agreement by either party for
-----------------------
any reason or for no reason shall result in the following, subject to the
limitations described below:
(i) If this Agreement is terminated by either party with or without cause
prior to its expiration then Customer shall promptly pay to Supplier, in
addition to any other amounts due and payable under this Agreement, a pro-
rata amount of the total monies paid in an amount equal to the total monies
paid up front as described in Section II.c) divided by the Term of this
Agreement (60 months) the quotient of which is multiplied by the remaining
number of months in the Term. Supplier shall be entitled to interest on the
pro-rata return of total monies paid as calculated using the three (3)
month LIBOR rate as of the month and year of termination. In the event of
termination for any reason or no reason, then Customer shall permit
Supplier to enter each Location on a schedule to be mutually determined by
the parties to remove the Machines from the Locations, and repair the
premises to its original condition, normal wear & tear excepted.
(e) Notwithstanding the foregoing, Sections III.c), VI, and VII.c), VII.d) and
VII.j) through VII.s) shall survive the expiration or termination of this
Agreement by either party for any reason or for no reason. The expiration or
termination of this Agreement and payment of the amounts described above shall
not relieve either party of any liability for a breach of its obligations under
this Agreement or for any misrepresentation or failure to comply with any
agreement or covenant hereunder. Any such expiration or termination shall not
be deemed to be a waiver of any available remedy for any such breach,
misrepresentation or failure to comply with any agreement or covenant.
Notwithstanding the foregoing, both parties shall be and remain liable to pay to
the other any and all sums then due and payable hereunder.
II. Financial Terms And Conditions
a) Supplier shall have the discretion to determine whether a Machine, once
placed at a Location, is sufficiently profitable to merit continued operation at
that Location. Notwithstanding anything to the contrary, if Supplier determines
that one or more Machines are not sufficiently profitable, the Machine or
Machines shall be removed from the Location by Supplier, at no cost or penalty
to Customer, and this Agreement will automatically terminate with respect to
that Location only. In the event Supplier removes a Machine or all Machines
from a Location, Customer is free, at its sole option and discretion, to enter
into an agreement with another supplier to provide similar equipment to the
Location from which Supplier's Machine(s) were removed.
b) Supplier and Customer will mutually agree upon the sales price for water
sold through the out-door Machines at all Locations with regard to the area and
the competitive market.
c) As an inducement to Customer to enter into this Agreement for the Term,
Supplier agrees to pay Customer an up-front prepaid marketing fund ("Pre-paid
Marketing Fund") for Customer's Locations in the regions noted on Exhibit " A."
The Pre-paid Marketing Fund shall be paid as follows:
* Portions have been omitted pursuant to a request for confidential treatment
filed separately with the Commission.
Page 2
<PAGE>
(i) Upon signing of this Agreement, Supplier shall pay to Customer by
check or wire transfer an amount equal to [ * ] for the right to place
Machines at all Locations except those noted in Section VII.k) below;
(ii) As indicated below, Supplier shall pay to Customer, by check or wire
transfer, additional Pre-paid Marketing Funds in the amount of [ * ] for
the placement of Machines at the Locations as follows:
A) [*] to be paid by February 15, 2000, or upon the successful
installation or the agreed upon installation of in-door, non-coin
operated Machines in at least 100 Jewel Locations; and
B) [*] to be paid by February 15, 2000, or upon the successful
installation or the agreed upon installation of in-door, non-coin
operated Machines in at least 100 Acme Locations.
d) Customer will earn a commission of [ * ] percent [ * ] of the gross sales
for all Locations which average daily sales between 0 and 200 gallons of water
through all Machines at each Location combined per day per month and a
commission of [ * ] percent [ * ] of the gross sales over an average of 200
gallons of water through all Machines at each Location combined per day per
month. The average sales shall be calculated on a monthly basis. The
commission percentage shall be calculated separately for each Location based on
the joint performance of all Machines at that Location. An example of the
formula for figuring the amount due from one party for one Location on a monthly
basis is as follows:
Non-coin Revenue [*]
Less ADJ. (defined in V.(b)below) [*] (per Machine per month)
Net Revenue [*]
Commission Rate: [*]
---
Due From Customer: [*]
Coin-Op Revenue [*] (Coin-in-box)
Less ADJ. (defined in V.(b)below) [*] (per Machine per month)
Less Sales Tax (ID @ 5%) [*]
Net Revenue [*]
Commission Rate [*]
---
Due Customer [*]
Off-Set non-coin of [*] against coin-op of [*] for a total due from Customer
of [*] payable to Supplier.
e) Supplier shall service and maintain all Machines at every Location on a
schedule to be determined by Supplier and approved by Customer. For coin-
operated Machines, Supplier shall remove all coin-in-box from each such Machine
during each scheduled visit or as otherwise deemed reasonably prudent by
Supplier.
f) Supplier shall forward to Customer a detailed accounting in an "Excel"
spreadsheet format in substantially the same form as noted on Exhibit "B",
attached hereto and incorporated herein, in Location number order, indicating 1)
the net coin-in-box due to Customer from Supplier per Location for the outdoor
Machines; and 2) the amount due from Customer for the total gallons sold per in-
door Machines based on the applicable commission rate per Location multiplied by
the rate stated in Section II.d) above ("Accounting"). Each Accounting shall
also detail, by Location, all sales taxes chargeable to Customer for which
Supplier deducts amounts from the coin-in-box for all outdoor Coin-operated
Machines and the sales tax rate utilized. The Accounting shall accompany each
monthly invoice (combined for all Locations) and shall be mailed to the
appropriate party as noted in Section VII.e) below. All sums due Customer or
Supplier hereunder will be paid net 30 days upon the paying party's receipt of
invoice.
g) Upon advanced written notification and approval by Customer of the
parameters of, and start and stop dates of, any given promotion, Customer agrees
to honor manufacturer's coupons or other giveaways specifically authorized by
Supplier and approved by Customer. Customer agrees to redeem manufactures'
coupons issued by Supplier in
* Portions have been omitted pursuant to a request for confidential treatment
filed separately with the Commission.
Page 3
<PAGE>
accordance with Customer's normal redemption practices. In addition to the
foregoing, Supplier may, at its sole cost and expense and upon advanced consent
and approval by Customer, utilize other promotional activities (i.e.
demonstrations or Supplier promotion of services or similar products) to promote
the sale of its products through the Machines. Supplier shall be solely
responsible for any and all actions or the in-actions of its employees, agents,
representatives or subcontractors which may be participating in such promotions
or demonstrations.
h) Supplier shall retain, during the term of this Agreement and for one year
after its expiration or termination, in a retrievable format any and all
information relative to the Machines, including but not limited to information
regarding meter readings, volume usage, invoice calculations etc. related to any
Machine in any Location and shall make such records available to Customer upon
request. At any time during the term of this Agreement and for one full year
after its expiration or termination for any reason, Customer shall have a right
to audit all financial and business records related to this Agreement.
i) Customer's wholly owned subsidiary, American Stores Company and
Albertson's, entered to similar type agreements with Supplier prior to the
merger of American Stores Company and Albertson's, Inc. In an effort to make
Supplier whole for consenting to the early termination of prior agreements,
Customer agrees to pay to Supplier an amount estimated to be [ * ] as payment in
full of all Customer's obligations thereunder; provided, however, that such
amount Customer may owe Supplier under this Section will be subject to off-set
against any such amount Supplier may owe Customer, estimated to be [ * ], for
any "ADJ" fee incorrectly charged to Customer under any prior agreements, as
disclosed in a formal audit. Upon completion of the audit and the issuing of
any payments under this Section, any and all liabilities and obligations
thereunder (excluding the obligation the parties have to indemnify one another
for claims made prior to the signing of this Agreement) are deemed fulfilled.
The parties agree to conclude all audits and reconciliation within ninety (90)
days of the date this Agreement is signed by the Customer.
j) Supplier agrees to provide water at [ * ] per gallon for a period of two
consecutive weeks per calendar quarter for each Location in conjunction with an
advertised feature of "Glacier Water" or for a water vending and/or bottle
promotion. Customer may determine which two-week period of the quarter it
desires to take advantage of this water price and may have different regions
participating at different times in the quarter. Customer shall notify Supplier
in advance of the times it will run such promotions or features.
III. Removal of Existing Machines / Installation & Placement of New Machines /
Removal of Machines
a) Supplier agrees to install, at its sole cost and expense, any and all
Machines required in Locations which are currently serviced by another supplier
in those geographic areas Supplier has been awarded hereunder as designated on
Exhibit "A". Supplier agrees to place all new or rebuilt / refurbished as new
Machines in the area(s) on the premises as designated by Customer and to incur
all costs associated with securing and maintaining all permits and licenses,
water, electrical and drain connection improvements necessary for the proper and
lawful operation of the Machines. During the Term of this Agreement, Supplier
shall, at Supplier's sole cost and expense, install new Machines at any Location
which opens for business in the geographic area covered under this Agreement.
During the Term of this Agreement, Supplier shall maintain, at its sole cost and
expense, all required physical utility connections, including tubing, wiring and
proper drain systems (hereinafter "Connections") necessary for the proper
operation of the Machines. The Connections shall be maintained and serviced by
Supplier so as to ensure that the Connections are kept in good working order and
condition, and are clean and sanitary.
b) Supplier agrees, at its sole cost and expense, to temporarily remove and/or
relocate a Machine due to a remodel of the physical building of a Location or
its interior shelving and equipment and to re-install a Machine or Machines in
an area(s) determined and designated by Customer within or on the exterior of
the newly remodeled Location.
c) Customer agrees to provide all Machines with electrical current and city
tap water, at its sole cost and expense, during the Term of this Agreement in
sufficient amounts to allow the Machines to properly operate.
* Portions have been omitted pursuant to a request for confidential treatment
filed separately with the Commission.
Page 4
<PAGE>
d) Upon termination of this Agreement for any reason (with respect to one or
more or all Locations), Supplier shall, at its sole cost and expense, remove its
Connections and Machines from Customer's premises and shall restore the premises
to its condition prior to installation of the Connections and Machines, normal
wear and tear excepted.
IV. Exception to the Placement of Machines
a) The Machines shall be installed and maintained only in those Locations
approved by Customer. To the extent that any of Customer's premises are subject
to any leases, covenants, agreements, restrictions, contracts, regulations,
rules, statutes, ordinances or other mandates of any sort whatsoever which would
prohibit, contravene, or impair the performance of the Agreement by either
party, said Locations will be automatically excluded from this Agreement at no
penalty to either party.
V. Permits, Licenses and Fees / Compliance with Laws / Service & Maintenance
a) Supplier agrees to maintain in full force, and at its sole cost and
expense, any and all permits or licenses required to sell processed water.
Supplier shall be solely responsible for any and all payments of any and all
fees associated with the testing and/or sale of processed water through the
Machines.
b) Notwithstanding Section V.a) above, the parties hereto agree that Customer
will pay a fixed [ * ] fee ("ADJ.") per Machine per month with such fee being
associated with the required testing of the water that is dispensed from the
Machines. Absolutely all other permits, licenses, fees, inspection costs,
installation costs, maintenance costs etc, regardless of their nature, unless
otherwise specifically set forth herein, are the sole responsibility of
Supplier.
c) Supplier shall comply with all applicable laws, ordinances, rules and
regulations pertaining to the installation, operation, and maintenance of the
Connections and Machines, and to the sanitary handling of the water sold through
the Connections and Machines, and will hold Customer harmless from and against
any fine, penalty or damage for any actual or alleged failure on the part of
Supply to comply therewith. Supplier shall maintain all Connections and
Machines in accordance with applicable federal, state and local laws with regard
to the Connections, Machines or sale of processed water. Supplier will pay all
installation and license fees with respect to the Connections and Machines as
well as any fine or penalty associated therewith.
d) Supplier service technicians will ensure that the Connections and Machines
are operating in full compliance with all health and safety rules, regulations,
laws, mandates etc. pertaining to water quality. Supplier will hold Customer
harmless against any fine, penalty or damage for any actual or alleged failure
on the part of Supplier service technicians to correct any condition, defect,
malfunction or other such problem which the technician knew or reasonably should
have known would impact the health or safety of the public. Unless otherwise
approved in writing by Customer in advance, only certified service technicians
directly employed by Supplier will be allowed to service the Connections and/or
Machines. In addition to the foregoing, Supplier shall remove, on a reasonable
schedule all coin-in-box for all out-door, coin-operated Machines at each
Location. Customer agrees to promptly report any visible damage to, or known
malfunction of a Machine to Supplier. Customer agrees to allow Supplier service
technicians reasonable access to the property for the purpose of maintaining and
servicing the Connections and Machines. All service technicians will make their
presence known to the management of each Location prior to commencing service on
the Machines and Customer agrees to furnish Supplier service technicians with
any necessary identification passes which may be required for entrance to or
exit from the premises of Customer.
VI. Insurance and Indemnity
a) Supplier will indemnify, defend and hold Customer and its employees
harmless from and against any and all loss, damage, liability or claims
(including, without limitation, costs and expense of litigation and reasonable
attorneys' fees) (collectively, "Claims") alleged to arise from, or connected
with, Supplier's performance (or that of any of Supplier's representatives,
agents, employees or subcontractors) under this Agreement except to the extent
such Claims are due to Customer's sole negligence or willful misconduct.
* Portions have been omitted pursuant to a request for confidential treatment
filed separately with the Commission.
Page 5
<PAGE>
b) Supplier shall maintain (and shall cause each of its representatives,
agents and subcontractors to maintain) at their sole cost and expense at least
the following insurance covering its obligations hereunder:
General Liability for injury to person and damage to property in an amount
not less than Two Million Dollars ($2,000,000) for each occurrence listing
Albertson's, Inc and each of its affiliates and wholly owned subsidiaries
as additional insureds;
Comprehensive Automobile Liability for owned, hired and non-owned vehicles
in an amount not less than Two Million Dollars ($2,000,000) for each
occurrence listing Albertson's, Inc and each of its affiliates and wholly
owned subsidiaries as additional insureds; and
Workers' Compensation at statutory limits and Employer's Liability at
limits not less than One Million Dollars ($1,000,000).
This insurance shall be issued by one or more responsible insurance
carriers acceptable to Customer and licensed to do business in the state(s)
where services are rendered. Upon execution of this Agreement and PRIOR to
commencement of services, Supplier shall provide Customer with a Certificate(s)
of Insurance or other such evidence of insurance relative to self-insurance
which Customer may deem reasonalbe and shall indicate all insurance coverage
required by the provisions herein. Customer will be provided with thirty (30)
days written notice prior to substantial modification or cancellation of such
policy(ies). Each Certificate of Insurance shall be updated annually and mailed
to: Albertson's, Inc., 250 Parkcenter Blvd., Boise, ID 83706, Attn.: Legal
-----------------------------------------------------------------------
Department Contract Team.
- ------------------------
VII. Additional Terms and Conditions
a) Supplier shall have the right to request that Customer permit Supplier to
place additional Machines upon any of Customer Locations in the regions
indicated as mutually agreed upon between the parties. Customer may deny such
requests at its sole discretion, for any reason or for no reason.
b) Customer agrees to protect the Machines with the same diligence and care it
would give to its own equipment; however, it is agreed and understood that
Customer is not responsible for any loss or damage to any Machine unless such
loss or damage is caused by Customer's employees. Vandalism and loss or damage
caused by other third parties is not the responsibility of Customer.
c) Customer acknowledges that the Machines are the sole property of Supplier
and that nothing in this Agreement or in the relationship between the parties
will give Customer any proprietary interest in the Machines or in any trademark
used by Supplier.
d) Supplier understands and agrees that this Agreement constitutes only a
revocable license to use a portion of the property under the control of Customer
and shall not be construed to be a lease, easement or any other interest in real
property.
e) All notices and other communications required or permitted to be given to
or made on any party hereunder shall be in writing and shall be deemed given, if
delivered personally or by telecopier, by certified mail or air courier, on the
date of such delivery to such party or its respective successors and permitted
assigns. Unless otherwise specified in a notice sent or delivered in accordance
with the foregoing, such notices and other communications shall be given to or
made upon the parties at the following addresses (or respective telecopier
numbers) or to such other address (or telecopier number) as either party may
hereafter in writing notify the other party:
Invoices and Payments to Customer: Albertson's, Inc.
250 Parkcenter Blvd.,
Boise, ID 83706
Attn: Accounts Payable
Page 6
<PAGE>
With a copy of invoice / check and applicable Accounting to: Senior Vice Pres.,
Procurement
All other notices and correspondence to:
If to Supplier to: If to Customer, to:
- ------------------ --------------------
Glacier Water Services, Inc. Albertson's, Inc.
Attn: Chief Financial Officer Attn: Sr. Vice Pres. Procurement
2261 Cosmos Court 250 Parkcenter Blvd.
Carlsbad, CA 92009 Boise, ID 83706
Telecopier: 760/930-1206 Telecopier: 208/395-5656
w/copy to: Sr. Vice Pres., Sales w/copy to: Legal Dept. Contract
& Marketing Team
f) The titles or section headings of the various provisions of this Agreement
are intended solely for convenience and ease of reference and shall not in any
manner amplify, limit, modify or otherwise be used in, the interpretation of any
such provisions.
g) All article, section, clause, schedule, exhibit, preamble, recital and
party references in this Agreement, if any, are to this Agreement unless
otherwise specifically stated.
h) The failure of any party at any time to require performance by any other
party of any provision of this Agreement shall not affect the right of such
party to require performance of that provision, and any waiver by any party of
any breach of any provision of this Agreement shall not be construed as a waiver
of any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right under this Agreement.
i) This Agreement may be executed in several counterparts, each of which shall
be deemed original, but all of which taken together shall constitute one and the
same instrument.
j) Neither party, nor its respective counsel, shall be deemed the drafter of
this Agreement, and all provisions of this Agreement shall be construed in
accordance with their fair meaning, and not strictly for or against either
party.
k) This Agreement shall automatically extend to any new Locations that are
opened by Customer under one or more of the affiliates and wholly owned
subsidiaries in existence as of the date hereof operating in the regions noted
on Exhibit "A." Anything in this Agreement to the contrary notwithstanding, to
the extent that any future acquisition or asset purchases made by Customer, or
any portions thereof, covered hereby are subject to any existing leases,
covenants, restrictions, contracts or other agreements, regulations, rules,
statutes, ordinances or other mandates of any sort whatsoever which would
contravene, prohibit or impair the performance of this Agreement, such future
acquisition or asset purchase shall, at the sole election of Customer, be
excluded from within the scope of this Agreement and this Agreement shall be of
no force or affect whatsoever relative to said acquisition or asset purchase
from and after the date Customer gives notice of such election. Customer
expressly denies any warranties or representations with regard to its ability to
place the program contemplated hereunder in all of its acquired or asset
purchase stores.
l) In the event a dispute arises that concerns this Agreement, the party
prevailing in such dispute shall be entitled to recover all its reasonable fees
and expenses, including, without limitation, reasonable attorneys' fees and
expenses, incurred in connection therewith.
m) This Agreement shall be construed in accordance with and governed by the
internal laws, and not the laws of conflicts or choice of laws, of the State of
Idaho.
n) Any provision of this Agreement that is determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall,
as to that jurisdiction only, be ineffective to the extent of such invalidity,
Page 7
<PAGE>
illegality or unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that or any other provision
of this Agreement invalid, illegal or unenforceable in any other jurisdiction.
o) There are no third party beneficiaries of this Agreement.
p) Except as otherwise provided herein, provisions of this Agreement may be
modified, amended or waived only by a written document specifically identifying
this Agreement and signed by an executive office of each of the parties. Without
limitation, to the extent the terms and conditions or spirit of this Agreement
conflict with the terms and conditions on any Purchase Order, shipping order
form, bill of lading, receipt or the like, the terms and conditions of this
Agreement shall be controlling.
q) Supplier or Customer shall not be deemed to be in default of its
obligations hereunder (other than the obligation to make payments) to the extent
any delay in its performance is caused by or is the result of factors beyond its
reasonable control, including, without limitation, fire, explosion, accident,
riot, flood, drought, storm, earthquake, lightning, frost, civil commotion,
sabotage, vandalism, smoke, hail, embargo, act of God or of a public enemy,
other casualty, strike or lockout, (collectively, "Force Majeure"). Upon the
occurrence of any Force Majeure that prevents Supplier from supplying services
or Machines under the terms hereof, Customer shall have the right to obtain its
requirements from any available alternate source until such time as Supplier is
again able to service Customer in accordance with the terms hereof. If Supplier
is unable to deliver or service Machines ordered by Customer for at least thirty
(30) consecutive days due to Force Majeure, Customer may terminate its
obligations under this Agreement respective to the Locations affected by
delivery to Supplier of written notice to such affect accompanied by a payment
to Supplier of the amounts determined to be due under Section I.d). If Customer
is unable to perform its obligations under this Agreement (excluding failure to
pay amounts when due) for at least thirty (30) consecutive days due to Force
Majeure, Supplier may terminate its obligations under this Agreement respective
to the Locations affected by delivery to Customer of written notice to such
affect. Upon receipt of such notice, Customer shall make repayment of pro-rata
funds as due under Section I.d). In the event of any such termination of
obligations hereunder, neither party shall be liable for any damages to the
other party resulting from such non-delivery or termination; provided, however,
that Sections III.c), VI, and VII.c), VII.d) and VII.j) through VII.s) shall
survive such termination.
r) This Agreement shall inure to and bind the successors, heirs and assigns of
the parties hereto; provided, however, that no assignment hereof by either party
shall be effective without the prior written consent of the other party.
Notwithstanding the foregoing, this Agreement may be assigned by either party to
any of its affiliate or wholly-owned subsidiary.
s) This Agreement, including all Exhibits, constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all prior oral and written, and all contemporaneous oral negotiations,
understandings and agreements. This Agreement is intended by the parties to
supercede any and all existing agreements between the parties for Customer and
any of Customer's affiliates and wholly owned subsidiaries in existence as of
the date hereof and, except as otherwise noted herein, upon execution of this
Agreement, no outstanding liabilities remain under any previous agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.
<TABLE>
<S> <C>
ALBERTSON'S, INC. GW SERVICES, INC.
a Delaware corporations, on behalf of itself a Delaware corporation
and its affiliates and wholly owned subsidiaries
By: By:
---------------------------------------------- -----------------------------------------
David G. Dean Jerry A. Gordon
Sr. Vice President, Procurement President
Date: Date:
-------------------------------------------- ---------------------------------------
</TABLE>
Page 8
<PAGE>
EXHIBIT "A" PARTICIPATING REGIONS
Northern California
To include the North Bay (#7000), South Bay (#7100) and Sacramento
(#7200)Divisions
Southern California
To include the Central Coast (#6300), Quad County (#6500), Las Vegas
(#6000), San Diego (#6700) and South Los Angeles (#6100)Divisions
Midwest Region
To include the Central (#3200), North (#3400), South (#3000) and
Wisconsin (#3600), Osco Free-standing Drug stores #5500, #5600, #5700
Northwest Region
To include the Idaho (#50100), Inland Empire (#50400); Oregon (#50500),
Utah (#50300) and Western Washington (#50200) Divisions
Intermountain Region
To include the Big Sky (#5200), Great Plains (#52200), Rocky Mountain
(50800) and Southwest (#50900) Divisions
Eastern Region
To include the Central (#7700), East (#7900) and South (#7800) Divisions
Scottsdale Region (Drug)
To include the Drug Region (#48700) - EXCLUDING those locations which
fall into the Southern Region
Page 9
<PAGE>
EXHIBIT "B"
EXCEL SPREADSHEET FORMAT
<TABLE>
<CAPTION>
INDOOR / OUTDOOR STORE # ACCOUNT # DEBIT CREDIT # OF UNITS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
I 101 70548 200 1
- --------------------------------------------------------------------------------------------------------------------------
O 101 70548 375 3
- --------------------------------------------------------------------------------------------------------------------------
I 102 70548 1000 1
- --------------------------------------------------------------------------------------------------------------------------
O 102 70548 425 1
- --------------------------------------------------------------------------------------------------------------------------
Subtotals $1,200 800 6
TOTAL DUE FROM CUSTOMER: $400.00
</TABLE>
Page 10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-02-2000
<PERIOD-START> JAN-03-2000
<PERIOD-END> APR-02-2000
<CASH> 1,901
<SECURITIES> 8,848
<RECEIVABLES> 532
<ALLOWANCES> 0
<INVENTORY> 3,135
<CURRENT-ASSETS> 16,329
<PP&E> 100,999
<DEPRECIATION> 41,333
<TOTAL-ASSETS> 87,962
<CURRENT-LIABILITIES> 11,792
<BONDS> 0
0
0
<COMMON> 34
<OTHER-SE> 2,856
<TOTAL-LIABILITY-AND-EQUITY> 87,962
<SALES> 12,785
<TOTAL-REVENUES> 12,785
<CGS> 0
<TOTAL-COSTS> 13,618
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,543
<INCOME-PRETAX> (2,376)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,376)
<DISCONTINUED> 0
<EXTRAORDINARY> 1,073
<CHANGES> 0
<NET-INCOME> (1,303)
<EPS-BASIC> (0.46)
<EPS-DILUTED> (0.46)
</TABLE>
