Item 1. Business - ----------------
Throughout this report, the "Company" or "Star" refers to Star Markets Company, Inc., which acquired the assets and business of the Star Market Company operating division of Jewel Food Stores, Inc. ("Predecessor" or "Star Markets"), a wholly owned subsidiary of American Stores Company (the "Parent" or "ASC"). Star Markets Company, Inc., a Massachusetts corporation, is a wholly-owned subsidiary of Star Markets Holdings, Inc., ("Holdings"), a Massachusetts corporation. Both the Company and Holdings were formed for purposes of the acquisition.
Historical financial information of Predecessor is presented as if it existed as a separate entity during the periods presented.
The Company is a leading regional food retailer, with 53 stores (at the end of fiscal 1998) located in Eastern Massachusetts. Thirty-three of the Company's 53 stores are located inside Route 128, an area which includes many of the most densely populated and affluent communities in the metropolitan Boston area. The Company also operates a wholesale food business serving locations in New England and New York. The Company employs approximately 10,000 people.
On September 8, 1994, the Company acquired the business and assets of Star Markets from ASC (the "Acquisition"). The Company was formed to acquire Star Markets on behalf of affiliates of INVESTCORP SA ("Investcorp"), management and certain other investors.
Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") by and among the Company, Holdings, and J Sainsbury plc ("Sainsbury") dated as of November 25, 1998, Sainsbury has agreed to acquire all of the issued and outstanding voting securities of Holdings. Pursuant to the Stock Purchase Agreement, all other shares of capital stock of Holdings will also be either purchased or redeemed. The value of the transaction is approximately $490.0 million (including assumed debt), subject to adjustment. The transaction has been approved by the boards of directors of the Company, Holdings and Sainsbury. Consummation of the transaction is subject to customary conditions including regulatory approvals.
Store formats - -------------
The Company currently operates three food retailing formats: superstores, conventional stores, and Wild Harvest stores.
Superstores - -----------
The Company's 24 superstores offer a wider range of goods and services than its conventional stores. In addition to traditional supermarket offerings, the Company's superstores contain most of the following specialty service areas: full-service bakeries, delicatessens with prepared foods, self- service salad bars, floral departments, pharmacies, "Peticulars" pet food and accessories departments, "Wild Harvest" natural foods departments, and full-service kitchens offering a variety of freshly prepared meal selections. Prepared foods include store-cooked meats and poultry, salads and baked goods.
During 1998, the Company opened one new superstore and remodeled one existing superstore.
Conventional Stores - -------------------
The Company currently operates 25 conventional stores which offer a wide selection of national brands and private label products as well as high- quality produce, meat, seafood, and a select line of general merchandise. Conventional stores typically contain one or more specialty service departments, such as floral, seafood, bakery or delicatessen.
Wild Harvest Stores - -------------------
The Company's four Wild Harvest stores offer an extensive selection of natural foods, natural meats and seafood, bulk foods, and fresh fruits and vegetables, including certified organic, pesticide-free, conventional and locally grown produce. Wild Harvest stores also offer: "Wild Juices," a California style juice bar; "Harvest Grain," a scratch bakery where bakers make their own dough from unbleached and unbromated flours; a Granola Factory where 12 different granolas are made on-site and baked fresh daily; "Harvest Table," a selection of healthy, prepared foods for time-starved consumers; and a Wellness Department, which offers a complete assortment of natural vitamins, nutritional supplements, herbal and homeopathic remedies and natural personal care products. In addition to the items mentioned above, Wild Harvest stores feature a selection of the most popular grocery items sold in traditional supermarkets, allowing consumers one shopping destination.
Marketing - ---------
The Company's marketing strategy emphasizes its long-standing reputation for quality perishable goods and superior customer service. The Company's advertising also highlights its broad selection of national brand and private label merchandise via weekly circulars and through radio and television commercials. The Wild Harvest advertising programs emphasize fresh affordable natural foods as well as the convenience of one-stop shopping. The Company was the first food retailer in the metropolitan Boston area to introduce a card-based marketing and merchandising program designed to increase customer loyalty. The Star Advantage Card offers customers promotional benefits and eliminates the need to clip Star circular coupons. Wild Harvest stores offer the Wild Card with benefits similar to the Star Advantage Card. During 1998, the Company continued to utilize both cards, which also track customers' purchasing data, to target specific customers for certain promotional events.
Information Systems - -------------------
The Company's management information systems and point-of-sale scanning technology reduce labor costs attributable to product pricing and customer check-out, and provide management with information that facilitates purchasing, receiving and management of inventory and accounts payable. The Company has point-of-sale scanning technology in all of its stores. All stores use electronic systems for employee time and attendance records. The Company believes that its information systems enable management to operate efficiently in product procurement, store delivery scheduling, inventory management and pricing accuracy. In conjunction with the Acquisition, the Company developed a plan to upgrade and/or replace a significant portion of its information systems architecture to state-of-the-art technology. During 1998, the Company continued the implementation of new core application software within its purchasing and distribution systems. The project included the implementation of new buying, merchandising and inventory management systems for dairy operations, non-perishable categories, distribution systems and a new pricing system.
Distribution - ------------
The Company operates a warehouse and distribution complex in Norwood, Massachusetts that supplies both the Company's retail and wholesale operations with dry grocery, dairy and perishable products. This facility provides approximately 14.5 million cubic feet of storage space, or capacity for approximately 1.6 million cases of product. Management believes this facility has sufficient capacity to support the Company's growth plans over the next several years. The Norwood complex is conveniently located within the Company's market area and provides efficient distribution of product with a fleet of 30 tractors and 380 trailers. The Norwood complex also includes a corrugated paper recycling facility that reclaims packaging materials from the stores and prepares it for sale to processors of corrugated paper products.
Competition - -----------
The retail food industry is highly competitive. It is characterized by narrow profit margins and, accordingly, earnings are dependent on high sales volume and operating efficiency. The Company's competitors include regional and local supermarket chains and natural food stores, independent grocery stores, specialty food stores, warehouse club stores, other mass merchandisers, drug stores and convenience stores. Supermarket chains generally compete on the basis of location, quality of products, service, price, product variety and store condition. The Company's principal competitor is Stop & Shop. The Company also competes in certain locations with B.J.'s Wholesale Club, Bread & Circus, Costco, Demoulas, Johnnie's Foodmaster, Roche Bros., Shaw's, Wal-Mart and others.
Merchandising Programs - ----------------------
The Company's merchandising programs are designed to increase gross margins and optimize product assortment. The key elements of the Company's merchandising strategy are to (i) provide its superstores with a wider range of non-grocery items, such as home office products, kitchen and bath items, books and magazines and other general merchandise, (ii) introduce high- quality prepared foods departments, (iii) provide an expanded selection of high-quality perishable products from its existing in-store bakeries, seafood, floral, and produce departments, (iv) expand the Company's offerings of natural, organic and ethnic foods, and (v) establish specialty departments, such as juice bars, prepared foods, "Peticulars" pet food and accessories departments, and "Wild Harvest" natural food departments, where space permits. In addition, the Company is implementing strategies to increase its sales of private label products. The Company intends to increase sales of private label products by offering a wider range of private label products and improving the marketing and merchandising of such products. Further, the Company has exclusive distribution rights within its trade area for the President's Choice brand of products, a line of high- quality packaged products.
Wholesale Operations - --------------------
The Company's wholesale operations principally involve the distribution of grocery and perishable products to locations in New England and New York. Seven of these locations are contractually allowed to operate under the "Star" name, provided that the customer complies with certain operating covenants intended to protect the value of the "Star" trade name by insuring that the customer's stores are clean and well-run. The existing contracts are generally terminable by the Company on 30 days notice. In addition to providing product distribution, the Company also offers marketing and advertising programs to wholesale customers for an incremental charge. The Company does not generally provide financing to its wholesale customers, other than payment terms for product purchases.
Item 2.
Item 2. Properties - ------------------
At the end of fiscal 1998, the Company owned five stores and its office in Cambridge, Massachusetts. In addition, as of the end of fiscal 1998, the Company owned one property held for development located in Dorchester, Massachusetts. The Company has granted mortgages on all of its real estate to the lenders under its Senior Credit Facility to secure the Company's obligations thereunder. The Company completed a sale-leaseback for two of its operating properties and its warehouse and distribution complex during 1998. In February 1999, subsequent to fiscal 1998, the Company completed the sale of one of its operating properties and plans to close the location in June 1999.
At the end of fiscal 1998, the Company leased 48 stores throughout the metropolitan Boston area and Cape Cod, Massachusetts. The leases for the 48 stores have an average life of approximately 34 years until final expiration.
Item 3.
Item 3. Legal Proceedings - -------------------------
From time to time, the Company has been involved in various legal proceedings. Management believes that all of such litigation is routine in nature and incidental to the conduct of the Company's business, and that none of such litigation, if determined adversely to the Company, would have a material adverse effect on the financial condition or results of operations of the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders - -----------------------------------------------------------
No matters were submitted to a vote of security holders during the 13-week period ended January 30, 1999.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholders Matters - ------------------------------------------------------------------------------
There is no established public trading market for the Company's common equity. The authorized common stock of the Company consists of 10,000 shares of common stock, par value $.01 per share ("Common Stock"). At April 20, 1999, there were 5,000 shares of Common Stock issued and outstanding, all of which are held of record by Holdings. All outstanding shares of Common Stock are pledged to secure the Company's obligations under its Senior Credit Facility and, pursuant to restrictions contained therein, the Company is not expected to be able to pay dividends on its Common Stock for the foreseeable future, other than certain limited dividends permitted under the Senior Credit Facility.
The Company's 13% Senior Subordinated Notes due 2004 (the "Subordinated Notes") were issued pursuant to an indenture (the "Indenture") containing certain covenants that also restrict the payment of dividends, the repurchase of capital stock and the making of other Restricted Payments (as defined in the indenture), subject to certain exceptions similar to those contained in the Senior Credit Facility.
Item 6.
Item 6. Selected Financial Data - -------------------------------
The following table sets forth summary historical financial data of Star Markets and the Company for the five fiscal years ended January 30, 1999. For financial statement purposes, the Acquisition was accounted for as a purchase effective September 10, 1994. As a result, the Company has adopted a new basis of accounting that reflects estimated fair values for assets and liabilities at that date.
Item 7.
Item 7. Management's Discussion and Analysis of the Results of Operations - ------------------------------------------------------------------------- and Financial Condition -----------------------
Fiscal 1998 and Fiscal 1997
Revenues - --------
Revenues from retail operations for the 52-week period ended January 30, 1999 increased 3.8% to $1,002.6 million from $965.8 million for the 52-week period ended January 31, 1998. The increase in revenues from retail operations was due to an increase in the number of stores operated. For stores open more than one year ("same store sales"), revenues decreased by 0.6% from the prior period. Revenues from wholesale operations for the 52- week period ended January 30, 1999 declined 9.8% to $61.6 million from $68.3 million for the 52-week period ended January 31, 1998.
Gross Profit - ------------
Gross profit from retail operations for the 52-week period ended January 30, 1999 increased 5.3% to $281.6 million from $267.3 million for the 52-week period ended January 31, 1998 primarily due to the increase in revenues. Gross profit as a percentage of revenues for retail operations for the 52- week period ended January 30, 1999 increased to 28.1% from 27.7% for the 52-week period ended January 31, 1998. The increase in gross profit as a percentage of revenues was primarily attributable to improvements in perishable margins and reduced distribution costs. Gross profit from wholesale operations for the 52-week period ended January 30, 1999 decreased 5.3% to $4.8 million from $5.0 million for the 52-week period ended January 31, 1998. Gross profit as a percentage of revenues for wholesale operations for the 52-week period ended January 30, 1999 increased to 7.7% from 7.4% for the 52-week period ended January 31, 1998, primarily due to improvement in product margins and reduced distribution costs.
Operating and Administrative Expenses - -------------------------------------
Operating and administrative expenses for the 52-week period ended January 30, 1999 increased by 4.7% to $237.5 million from $226.7 million for the 52- week period ended January 31, 1998. Operating and administrative expenses as a percentage of total revenues for the 52-week period ended January 30, 1999 increased to 22.3% from 21.9% for the 52-week period ended January 31, 1998. The increase in operating and administrative expenses as a percentage of total revenues was due to an increase in store labor attributable to new store formats with additional service intensive departments, an increase in rent associated with new locations and the sale-leaseback of three properties in March 1998 and an impairment loss resulting from the intended sale of an operating location. The increases were offset in part by reduced self-insurance expenses for worker's compensation and general liability resulting from improvements in claims management practices, and an adjustment to reduce the reserves recorded at the time of the Acquisition for worker's compensation and general liability.
Depreciation and Amortization - -----------------------------
Depreciation and amortization expense, which includes the amortization of goodwill, was 2.3% of total revenues for the 52-week period ended January 30, 1999 and the 52-week period ended January 31, 1998.
Non-Operating Expenses - ----------------------
Interest expense for the 52-week period ended January 30, 1999 decreased to $29.5 million from $30.2 million for the 52-week period ended January 31, 1998. The Company recorded state income tax expense of $0.4 million for the 52-week period ended January 30, 1999 and the 52-week period ended January 31, 1998. The Company did not record a federal or state tax benefit associated with the losses recorded in the 52-week period ended January 30, 1999 and the 52-week period ended January 31, 1998.
Fiscal 1997 and Fiscal 1996
Revenues - --------
Revenues from retail operations for the 52-week period ended January 31, 1998 increased 10.0% to $965.8 million from $877.8 million for the 52-week period ended February 1, 1997. The increase in revenues from retail operations was due to both an increase in the number of stores operated and to increased revenues from existing stores. For stores open more than one year ("same store sales"), revenues increased by 0.5% from the prior period. Revenues from wholesale operations for the 52-week period ended January 31, 1998 declined 10.9% to $68.3 million from $76.7 million for the 52-week period ended February 1, 1997. The decrease in wholesale revenues was primarily due to the loss of certain wholesale accounts which ceased operations.
Gross Profit - ------------
Gross profit from retail operations for the 52-week period ended January 31, 1998 increased 14.0% to $267.3 million from $234.5 million for the 52-week period ended February 1, 1997 primarily due to the increase in revenues. Gross profit as a percentage of revenues for retail operations for the 52- week period ended January 31, 1998 increased to 27.7% from 26.7% for the 52-week period ended February 1, 1997. The increase in gross profit as a percentage of revenues was primarily attributable to improvements in perishable margins and leveraged distribution costs. Gross profit from wholesale operations for the 52-week period ended January 31, 1998 increased 2.3% to $5.0 million from $4.9 million for the 52-week period ended February 1, 1997. Gross profit as a percentage of revenues for wholesale operations for the 52-week period ended January 31, 1998 increased to 7.4% from 6.4% for the 52-week period ended February 1, 1997, primarily due to an increase in non-perishable gross margin rates, as well as a decrease in distribution costs.
Operating and Administrative Expenses - -------------------------------------
Operating and administrative expenses for the 52-week period ended January 31, 1998 increased by 14.9% to $226.7 million from $197.3 million for the 52-week period ended February 1, 1997. Operating and administrative expenses as a percentage of total revenues for the 52-week period ended January 31, 1998 increased to 21.9% from 20.7% for the 52-week period ended February 1, 1997. The increase in operating and administrative expenses as a percentage of total revenues was due to an increase in store labor attributable to new store formats with additional service intensive departments and an increase in rent including both rent for new locations and rent associated with the February, 1997 sale-leaseback of one operating location.
Depreciation and Amortization - -----------------------------
Depreciation and amortization expense, which includes the amortization of goodwill, was 2.3% of total revenues for the 52-week period ended January 31, 1998 and the 52-week period ended February 1, 1997.
Non-Operating Expenses - ----------------------
Interest expense for the 52-week period ended January 31, 1998 increased to $30.2 million from $28.9 million for the 52-week period ended February 1, 1997. The Company recorded state income tax expense of $0.4 million for the 52-week period ended January 31, 1998 and $0.4 million for the 52-week period ended February 1, 1997. The Company did not record a federal or state tax benefit associated with the losses recorded in the 52-week period ended January 31, 1998 and the 52-week period ended February 1, 1997.
Liquidity and Capital Resources - -------------------------------
The Company's liquidity needs arise primarily from debt service on the indebtedness incurred in connection with the Acquisition, the funding of the Company's store acquisitions, capital expenditures and working capital requirements.
The Company's total indebtedness as of April 20, 1999 was $254.9 million, which includes $110.0 million of Subordinated Notes due November 1, 2004, $142.7 million due under the Senior Credit Facility, and a $2.2 million note payable. The Senior Credit Facility provides for a $108.0 million term loan facility and a $75.0 million revolving credit facility. As of April 20, 1999, the Company had $7.2 million drawn under the letter of credit facilities of the Senior Credit Facility and $53.8 million drawn under the revolving credit portion of the Senior Credit Facility leaving an aggregate of $14.0 million of unused revolving credit availability under the Senior Credit Facility. The Company paid $19.6 million in aggregate principal amount in 1998. The Company will pay $1.1 million in aggregate principal amount in 1999.
Capital expenditures for fiscal 1998 were $20.6 million as compared to $41.1 million in fiscal 1997 and $54.8 million in fiscal 1996. The Company's capital expenditures have been funded through cash flow from operations, proceeds from sale-leaseback transactions, proceeds from the sale of nonoperating properties, and borrowings under the revolving portion of its Senior Credit Facility. In February 1999, the Company completed the sale of one of its operating properties for a gross proceeds of $5.4 million. $5.1 million of such amount will be used to pay down the revolving credit facility and $0.3 million to pay transaction expenses.
The Company currently anticipates making capital expenditures of approximately $14.7 million in fiscal 1999. Capital expenditures will include remodeling two existing stores and converting two conventional stores to superstores. Planned capital expenditures for fiscal 1999 include approximately $4.4 million for maintenance, systems, and distribution.
The Company believes that funds generated from operations, proceeds from additional sale-leaseback transactions, sale of non-operating assets, and borrowings under the Senior Credit Facility will provide sufficient resources through fiscal 1999 to permit it to meet its working capital requirements, to make all interest and principal payments due and payable on the Subordinated Notes and its existing indebtedness and to fund planned capital expenditures. However, if the Company's cash flow and capital resources are insufficient to fund its debt service obligations, the Company may be required to reduce or delay planned capital expenditures, sell assets, obtain additional equity capital or restructure its debt.
Borrowings under the Senior Credit Facility are subject to variable interest rates, which could cause the Company to be vulnerable to future increases in prevailing interest rates. To the extent that the Company is required to dedicate materially greater amounts of its cash flow from operations and other capital resources to pay interest on its outstanding indebtedness as a result of future interest rate increases, it will reduce the funds available for other purposes.
Year 2000 - ---------
During 1997, the Company began a review process to address the Year 2000 issue that encompasses the Company's operating and administrative areas. Information technology professionals are working to identify and resolve Year 2000 issues in a timely and effective manner. The Company's executive management monitors the status of the Year 2000 remediation plans as they relate to internally used software, computer hardware and use of computer applications. The Company will also be implementing notification of Year 2000 compliance requirements to key vendors.
While management has not specifically determined the costs of its Year 2000 efforts, the total cost to obtain Year 2000 compliance is not expected to exceed $1.5 million.
While the Company believes it is taking steps to assure Year 2000 compliance, it is also dependent on key vendor compliance. If the implementation is not completed on a timely basis, or key vendors fail to resolve all significant Year 2000 issues in a timely and effective manner, the Year 2000 issue could have a material adverse impact on the Company. The Company is in the process of establishing contingency plans that would minimize the impact to the Company in the event that the Company or its major vendors fail to implement a Year 2000 solution on a timely basis. The cost of implementing the contingency plans, while not specifically determined, is not expected to be material.
Item 8.
Item 8. Consolidated Financial Statements and Supplementary Data - ----------------------------------------------------------------
The consolidated financial statements and supplementary data are included under Item 14 of this Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and - ------------------------------------------------------------------------ Financial Disclosure --------------------
None.
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant - -----------------------------------------------------------
The following table sets forth the name, age and position of each current director and executive officer of the Company. Each director of the Company will hold office until the next annual meeting of shareholders of the Company or until his or her successor has been elected and qualified. Officers of the Company are elected by the Board of Directors of the Company and serve at the discretion of the Board of Directors.
Henry J. Nasella became Chairman of the Board of Directors, President and Chief Executive Officer of the Company in September 1994 upon the consummation of the Acquisition. Prior to joining the Company, Mr. Nasella was Chief Executive Officer of Staples, the Office Superstore Division of Staples, Inc., a leading office products retailer, during 1993, and President of Staples, Inc. from 1988 through 1993. Mr. Nasella is also a director of Au Bon Pain Co., Inc.
Edward Albertian became Executive Vice President, Operations, and Chief Operating Officer in May 1996. He joined the Company in May 1995 as Senior Vice President, Operations. Prior to joining the Company, Mr. Albertian served as Senior Vice President, Eastern Operations for Staples, Inc. from 1992.
Carole O'Connor Gates became Executive Vice President, Marketing in April 1996. She joined the Company in November 1994 as Senior Vice President, Marketing. Prior to joining the Company, she served as Senior Vice President, Advertising of BayBank, Inc. from January 1990.
Stephen R. Winslow became Senior Vice President, Finance in October 1996. Prior to joining the Company, he served as Vice President, Finance/Controller, Contract and Commercial Division of Staples, Inc. from January 1996. Mr. Winslow served as Vice President, Planning, Analysis and Reporting and Chief Accounting Officer from 1995, and Vice President, Planning and Analysis from 1993 for Staples, Inc.
William P. Paul became Executive Vice President, Merchandising in April 1996. He joined the Company in May 1995 as Senior Vice President, Merchandising. Prior to joining the Company, he served as Vice President of Merchandising of Staples, International from February 1994 to May 1995, and Vice President of Merchandising of Staples, Inc. from September 1990 to February 1994.
Director Compensation - ---------------------
The Company pays no remuneration to its employees for serving as directors. See "Management--Executive Compensation." There are no family relationships among any of the directors or executive officers.
Item 11.
Item 11. Executive Compensation - -------------------------------
The following table sets forth certain information concerning the compensation of the Company's Chief Executive Officer and the four other most highly compensated executive officers for fiscal years 1998, 1997 and 1996.
Summary Compensation Table
- - Company contributions under the 401(k) Savings Plan for fiscal 1998 were as follows: $5,735 for Mr. Nasella, $5,735 for Mr. Albertian, $5,013 for Ms. O'Connor Gates, $4,151 for Mr. Winslow and $5,735 for Mr. Paul. Imputed income on the value of Company provided term life insurance in excess of $50,000 in fiscal 1998 was as follows: $5,334 for Mr. Nasella, $2,381 for Mr. Albertian, $1,100 for Ms. O'Connor Gates, $630 for Mr. Winslow and $2,586 for Mr. Paul.
- - Company contributions under the 401(k) Savings Plan for fiscal 1997 were as follows: $5,100 for Mr. Nasella, $5,100 for Mr. Albertian, $5,100 for Ms. O'Connor Gates, $397 for Mr. Winslow and $5,100 for Mr. Paul. Imputed income on the value of Company provided term life insurance in excess of $50,000 in fiscal 1997 was as follows: $3,219 for Mr. Nasella, $1,275 for Mr. Albertian, $667 for Ms. O'Connor Gates, $607 for Mr. Winslow and $1,559 for Mr. Paul.
- - Company contributions under the 401(k) Savings Plan for fiscal 1996 were as follows: $5,458 for Mr. Nasella, $6,898 for Mr. Albertian, $6,898 for Ms. O'Connor Gates, $0 for Mr. Winslow and $6,898 for Mr. Paul. Imputed income on the value of Company provided term life insurance in excess of $50,000 in fiscal 1996 was as follows: $6,588 for Mr. Nasella, $1,100 for Mr. Albertian, $597 for Ms. O'Connor Gates, $118 for Mr. Winslow and $1,483 for Mr. Paul.
Option Grants
The Company made stock option grants of 31,211 in respect of Class C Stock of Star Markets Holdings, Inc. ("Holdings") during the fiscal year ended January 30, 1999 to the executive officers named in the Summary Compensation Table.
Option Exercises and Holdings
The following table sets forth certain information related to stock options in respect of Class C Stock of Holdings for the fiscal year ended January 30, 1999 for each of the executive officers named in the Summary Compensation Table; and the number and value of options held by each of these executives on January 30, 1999.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management - -----------------------------------------------------------------------
All of the Company's issued and outstanding capital stock is owned by Holdings. Class D Stock, par value $.01 per share, is the only class of Holdings' stock that currently possesses voting rights. At January 30, 1999 there were 5,000 shares of Holdings' Class D Stock issued and outstanding. Members of the Company's management own 38,374 shares, and have the right to acquire an additional 54,764 shares subject to presently exercisable options, of Holdings' Class C Stock, par value $.01 per share, which stock has no voting rights except in certain limited circumstances. The following tables set forth the beneficial ownership of each class of issued and outstanding securities of Holdings by each director of the Company, each of the executive officers of the Company listed under "Management," the directors and executive officers of the Company as a group and each person who beneficially owns more than 5% of the outstanding shares of any class of voting securities of Holdings.
Item 13.
Item 13. Certain Relationships and Related Transactions - -------------------------------------------------------
In connection with the Acquisition, the Company entered into an agreement for management advisory and consulting services (the "Management Agreement") with International pursuant to which the Company agreed to pay International $750,000 per annum for a five-year term. At the closing of the Acquisition, the Company paid International approximately $2.3 million for the first three years in accordance with the terms of the Management Agreement, with the remaining two years due in quarterly installments. Upon consummation of the transaction contemplated by the Stock Purchase Agreement, International and the Company shall terminate the Management Agreement by mutual written consent.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - -------------------------------------------------------------------------
(a) 1. The financial statements listed in the List of Financial Statements on page are filed as part of this Annual Report on Form 10-K.
(a) 2. Financial Statement Schedules All schedules are omitted as the required information is inapplicable or are presented in the financial statements or related notes.
(a) 3. List of Exhibits:
Exhibit Number Description of Exhibits - ------ -----------------------
3(a) Amended and Restated Articles of Organization of the Company, dated as of September 6, 1994 (filed as Exhibit 3(a) to the Registration Statement (No. 33-86690) on Form S-4 (the "Registration Statement") and incorporated herein by reference).
3(b) By-laws of the Company (filed as Exhibit 3(b) to the Registration Statement and incorporated herein by reference).
3(c) Certificate of Designation relating to the Preferred Stock of the Company, dated September 7, 1994 (filed as Exhibit 3(c) to the Registration Statement and incorporated herein by reference).
4(a) Indenture between the Company and State Street Bank and Trust Company, as Trustee, dated as of November 1, 1994 (filed as Exhibit 4(a) to the Registration Statement and incorporated herein by reference).
4(b) Exchange and Registration Rights Agreement among the Company, Chemical Securities Inc. and BT Securities Corporation, dated November 2, 1994 (filed as Exhibit 4(b) to the Registration Statement and incorporated herein by reference).
10(a) Asset Purchase Agreement between Jewel Food Stores, Inc. and Star Acquisition Corp., dated July 28, 1994 (filed as Exhibit 10(a) to the Registration Statement and incorporated herein by reference).
10(b) First Amendment to Asset Purchase Agreement between Jewel Food Stores, Inc. and Star Acquisition Corp., dated August 3, 1994 (filed as Exhibit 10(b) to the Registration Statement and incorporated herein by reference).
10(c) Second Amendment to Asset Purchase Agreement between Jewel Food Stores, Inc. and the Company, dated September 8, 1994 (filed as Exhibit 10(c) to the Registration Statement and incorporated herein by reference).
10(d) Purchase Agreement among the Company, Chemical Securities Inc. and BT Securities Corporation, dated October 26, 1994 (filed as Exhibit 10(d) to the Registration Statement and incorporated herein by reference).
10(e) Credit Agreement among the Company, Chemical Bank, as Administrative Agent, and the lenders party thereto, dated as of September 8, 1994 (filed as Exhibit 10(e) to the Registration Statement and incorporated herein by reference).
10(f) Security Agreement made by the Company in favor of Chemical Bank, as Administrative Agent, dated as of September 8, 1994 (filed as Exhibit 10(f) to the Registration Statement and incorporated herein by reference).
10(g) Transition Services Agreement between Jewel Food Stores, Inc. and the Company, dated as of September 8, 1994 (filed as Exhibit 10(g) to the Registration Statement and incorporated herein by reference).
10(h) Interim Limited Management Agreement between the Company and Star Market Liquors, Inc., dated as of September 8, 1994 (filed as Exhibit 10(h) to the Registration Statement and incorporated herein by reference).
10(i) Agreement for Management Advisory and Consulting Services between Investcorp International, Inc. and the Company, dated as of September 8, 1994 (filed as Exhibit 10(i) to the Registration Statement and incorporated herein by reference).
10(j) Employment Agreement between the Company and Henry Nasella, dated as of September 8, 1994 (filed as Exhibit 10(j) to the Registration Statement and incorporated herein by reference).
10(k) Trust Agreement between the Company and Fidelity Management Trust Company, dated as of September 8, 1994 (filed as Exhibit 10(m) to the Registration Statement and incorporated herein by reference).
10(l) Third Amendment to Asset Purchase Agreement between Jewel Food Stores, Inc. and Star Acquisition Corp., dated January 13, 1995 (filed as Exhibit 10(n) to the Registration Statement and incorporated herein by reference).
10(m) Star Markets Retirement Estates plan description dated November 7, 1994 (filed as Exhibit 10(o) to the Registration Statement and incorporated herein by reference).
10(n) 1994 Stock Incentive Plan of Holdings, dated September 8, 1994 (filed as Exhibit 10(p) to the Registration Statement and incorporated herein by reference).
10(o) First Amendment to Credit Agreement among the Company, Chemical Bank, as Administrative Agent, and the lenders party thereto, dated as of January 16, 1996 (filed as Exhibit 10(q) to the Company's 1995 Form 10-K and incorporated herein by reference).
10(p) Second Amendment to Credit Agreement among the Company, Chemical Bank, as Administrative Agent, and the lenders party thereto, dated as of June 25, 1996 (filed as Exhibit 10(p) to the company's 1996 Form 10-K and incorporated herein by reference).
10(q) Third Amendment to Credit Agreement among the Company, Chase Manhattan, as Administrative Agent, and the lenders party thereto, dated as of April 21, 1997 (filed as Exhibit 10(q) to the company's 1996 Form 10-K and incorporated herein by reference).
10(r)** Fourth Amendment to Credit Agreement among the Company, Chase Manhattan, as Administrative Agent, and the lenders party thereto, dated as of August 17, 1998.
10(s)** Stock Purchase Agreement among Star Market Holdings, Inc., Star Market Company, Inc. and J Sainsbury plc, dated as of November 25, 1998.
27** Financial Data Schedule for the 52 weeks ended January 30, 1999.
(b) No reports were filed on Form 8-K for the 13-week period ended January 30, 1999.
[FN] As filed herewith.
Signatures ----------
Pursuant to the requirements of Section 13 or 15(d) 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.
Star Markets Company, Inc.
DATE: April 30, 1999 BY: /s/ Henry J. Nasella - ----- ------------------------ Henry J. Nasella Chairman of the Board of Directors President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date - --------- ----- ----
/s/ Henry J. Nasella Chairman of the Board of Directors April 30, 1999 - -------------------- President and Chief Executive Henry J. Nasella Officer (Principal Executive Officer)
Signature Title Date - --------- ----- ----
/s/ Stephen R. Winslow Senior Vice President, Finance April 30, 1999 - ---------------------- chief accounting officer Stephen R. Winslow
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
Not Applicable. No Annual Report or proxy material has been sent to holders of the Registrant's securities.
Annual Report on Form 10-K Item 8, Item 14 (a) 1. List of Financial Statements Financial Statements Exhibit 52 weeks ended January 30, 1999 52 weeks ended January 31, 1998 52 weeks ended February 1, 1997
Star Markets Company, Inc. Cambridge, MA
Form 10-K - Item 14 (a) 1.
Star Markets Company, Inc.
52 weeks ended January 30, 1999 52 weeks ended January 31, 1998 52 weeks ended February 1, 1997
List of Financial Statements
The following financial statements of Star Markets Company, Inc. ("The Company") are included herein:
Balance sheets - January 30, 1999 and January 31, 1998
Statements of operations - 52 weeks ended January 30, 1999, 52 weeks ended January 31, 1998 and 52 weeks ended February 1, 1997
Statements of equity - 52 weeks ended January 30, 1999, 52 weeks ended January 31, 1998 and 52 weeks ended February 1, 1997
Statements of cash flows - 52 weeks ended January 30, 1999, 52 weeks ended January 31, 1998 and 52 weeks ended February 1, 1997
Notes to financial statements - January 30, 1999
Report of Ernst & Young LLP, Independent Auditors
Shareholder and Board of Directors Star Markets Company, Inc.
We have audited the accompanying balance sheets of Star Markets Company, Inc. (the "Company") as of January 30, 1999 and January 31, 1998 and the related statements of operations, equity, and cash flows for each of the three years in the period ended January 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Star Markets Company, Inc. at January 30, 1999 and January 31, 1998 and the results of its operations and its cash flows for each of the three years in the period ended January 30, 1999 in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts March 26, 1999
Star Markets Company, Inc.
Balance Sheets
(Amounts in thousands, except share data)
See accompanying notes.
Star Markets Company, Inc.
Statements of Operations
(Amounts in thousands)
See accompanying notes.
Star Markets Company, Inc.
Statements of Equity
(Amounts in thousands)
Star Markets Company, Inc.
Statements of Cash Flows
(Amounts in thousands)
See accompanying notes.
Star Markets Company, Inc.
Notes to Financial Statements
January 30, 1999
1. Background Star Markets Company, Inc., a Massachusetts corporation (the "Company"), is a leading food retailer in the metropolitan Boston area and operated 53 stores as of January 30, 1999. Additionally, the Company operates a wholesale business which provides warehousing, distribution and certain administrative services to independent store locations throughout the New England area.
The Company is a wholly-owned subsidiary of Star Markets Holdings, Inc., a Massachusetts corporation ("Holdings"). Both Holdings and the Company were formed for purposes of the acquisition described below.
2. Sale of Stock Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") by and among the Company, Holdings, and J Sainsbury plc ("Sainsbury") dated as of November 25, 1998, Sainsbury has agreed to acquire all of the issued and outstanding voting securities of Holdings. Pursuant to the Stock Purchase Agreement, all other shares of capital stock of Holdings will also be either purchased or redeemed. The value of the transaction is approximately $490.0 million (including assumed debt), subject to adjustment. The transaction has been approved by the boards of directors of the Company, Holdings and Sainsbury. Consummation of the transaction is subject to customary conditions including regulatory approvals.
3. Acquisitions Star Market Company ("Predecessor") was operated as a division of Jewel Food Stores, Inc. ("Jewel"), a wholly-owned subsidiary of American Stores Company ("ASC"). On September 8, 1994, the Company acquired all of the business and assets of Predecessor from Jewel and other affiliates of ASC (the "Acquisition").
For financial statement purposes, the Acquisition was accounted for as a purchase effective September 10, 1994. The assets and business were acquired for an aggregate purchase price of $293.3 million, exclusive of related fees and expenses.
The purchase price, including approximately $11.0 million in related fees and expenses, has been allocated based upon the fair value of the Company's assets and liabilities as follows (in millions):
During 1998, the Company adjusted the self-insurance reserves for worker's compensation and general liability insurance recorded at the time of the Acquisition by $5.0 million. The $5.0 million, represents the excess reserve based on current actuarial estimates of unpaid claims related to losses incurred prior to the Acquisition. The adjustment was recorded in operating and administrative expenses as an increase to net income.
4. Significant Accounting Policies
Reclassification Certain amounts in the historical financial statements of the Company have been reclassified to conform with the Company's current method of presentation.
Fiscal Year The fiscal year of the Company ends on the Saturday nearest to January 31. All references herein to "1998", "1997" and "1996", mean the 52-week fiscal year ended January 30, 1999, 52-week fiscal year ended January 31, 1998 and the 52-week fiscal year ended February 1, 1997, respectively.
Revenue Recognition Revenue from retail operations is recognized at the point of sale. The Company allows for merchandise to be returned under most circumstances. The Company does not provide for a reserve for estimated returns, as the amount does not have a material impact on the financial statements. Revenue from wholesale operations is recognized upon shipment of merchandise to wholesale customers. Sales to wholesale customers are considered final upon acceptance of delivery, however, the Company does allow merchandise returns under certain circumstances. The Company does not provide for a reserve for estimated returns, as occurrence is infrequent and the amount does not have a material impact on the financial statements.
Inventories Inventories are stated at the lower of cost, using the FIFO (first-in, first-out) and weighted average cost methods, or market.
Goodwill Goodwill represents the excess of the cost of the purchased businesses over the fair value of the net underlying assets and is being amortized using the straight-line method over 40 years. Accumulated amortization at January 30, 1999 and January 31, 1998 was $15.4 million and $11.8 million, respectively. At each balance sheet date, management assesses whether there has been a permanent impairment in the value of goodwill by comparing anticipated undiscounted future cash flows from operating activities with the carrying value of the goodwill. The amount of any resulting impairment is calculated using the same undiscounted cash flows from operating activities. The factors considered by management in this assessment include operating results, trends and prospects, as well as the effects of demand, competition and other economic factors.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management of the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Deferred Financing Costs Deferred financing costs, included in other assets, are amortized over the term of the related financing. Amortization of deferred financing costs is included in interest expense in the Statement of Operations. Accumulated amortization at January 30, 1999 and January 31, 1998 was $7.0 million and $5.3 million, respectively.
Depreciation and Amortization Depreciation and amortization is provided on a straight-line basis over the estimated useful lives of owned assets. Leasehold improvements are amortized over the estimated useful life of the property or over the term of the lease, whichever is shorter. Depreciation begins when the asset is placed in service.
The useful lives of owned assets for purposes of computing depreciation are:
Costs of Opening and Closing Stores The costs of opening new stores are charged against operations as incurred. When a store is closed, the remaining investment, net of salvage value, is charged against operations and, for leased stores, a provision is made for the remaining lease liability, net of expected sublease income.
Recently Issued Accounting Pronouncements During 1997, the Financial Accounting Standards Board issued Statement No. 130, "Reporting Comprehensive Income" ("Statement 130"). The Company adopted the provisions of Statement 130 during Fiscal 1998. Comprehensive income is generally defined as all changes in stockholder's equity exclusive of transactions with owners such as capital investments and dividends. The adoption of Statement 130 had no impact on the Company's financial statement disclosures.
In June 1997, the Financial Accounting Standards Board issued Statement No. 131, "Disclosures About Segments of an Enterprise and Related Information" ("Statement 131"), which is required to be adopted for years beginning after December 15, 1997. The Company adopted the provisions of Statement 131 during 1998. The adoption of Statement 131 had no impact on the Company's financial statement disclosures.
Advertising Expense Total advertising expense amounted to $10.7 million, $11.8 million and $10.5 million in 1998, 1997 and 1996, respectively. The Company expenses all advertising costs as incurred.
5. Financial Instruments
The following methods and assumptions were used by the Company to estimate the fair value of its financial instruments:
Receivables, and accounts payable and other current liabilities: the carrying amounts reported in the balance sheet approximate fair value. Long- term debt: the fair value of the Company's 13% Senior Subordinated Notes is based on quoted market prices; the fair value of other long-term debt approximates carrying amounts.
The carrying amounts and fair values of the Company's financial instruments are as follows (in thousands):
6. Long-term Debt
Long-term debt consists of the following (in thousands):
The following table presents the maturities of the long-term debt for the next five fiscal years and thereafter (in thousands) as of January 30, 1999:
Senior Credit Facility The Senior Credit Facility provides for a total of $183.0 million of term and revolving loan credit (the "loans"). In order to reflect the impact of the sale/leaseback of three properties completed in March, 1998, certain financial covenants of the Senior Credit Facility were amended on August 17, 1998.
The availability under the revolving credit facility may be utilized to meet the Company's current working capital requirements, including issuance of letters of credit. The Company can also utilize the remaining availability to fund capital expenditures. The revolving credit facility expires on December 31, 2001. At January 30, 1999, the Company had outstanding letters of credit totaling $7.2 million as required by certain contracts relating to inventory and self-insurance, which reduced the amount available under the revolving credit facility.
The loans are secured by a first priority security interest in substantially all the assets of the Company and a pledge of all the issued and outstanding stock of the Company. In addition, the loans are guaranteed by Holdings.
Borrowings under the loans accrue interest at a floating interest rate, which at the option of the Company is either (a) the greater of (i) the bank's announced reference rate, (ii) a rate which fluctuates with the secondary market rate for certificates of deposits, plus 1% or (iii) the federal funds rate, plus 0.5%, in each case plus a margin varying from 1.25% to 2.25% depending on the type and maturity of the loan, or (b) LIBOR, plus a margin varying from 2.50% to 3.50% depending on the type and maturity of the loan.
At January 30, 1999, the interest rates on the term loan facility ranged from 8.13% to 8.75% and the weighted average interest rate on amounts outstanding under the revolving credit facility at January 30, 1999 and January 31, 1998 were 7.93% and 8.40%, respectively.
13% Senior Subordinated Notes On November 2, 1994, the Company issued $110 million of Senior Subordinated Notes ("Notes"), due November 1, 2004. The Notes were offered and sold pursuant to Rule 144A under the Securities Act and net proceeds were used as follows: (i) approximately $75.8 million was used to repay the outstanding indebtedness under the Company's Subordinated Loan Facility and all accrued and unpaid interest thereon, (ii) approximately $25.1 million was used to repay outstanding indebtedness under the term loan portion of the Company's Senior Credit Facility and all accrued and unpaid interest due thereon and (iii) the remaining proceeds were retained by the Company for general corporate purposes, including working capital.
8% Note Payable The Company issued a $4.0 million note payable in connection with the store locations acquired in 1996. The note payable bears interest at 8.00% per annum and requires quarterly payments of principal and interest through July 2001.
Capitalized interest totaled $130,165, $161,000 and $55,000 for 1998, 1997 and 1996, respectively.
7. Preferred Stock
The Company is authorized to issue 10,000 shares of preferred stock, par value $.01 per share. In connection with the 1994 Acquisition, the Company issued 5,000 preferred shares for $11.0 million, and concurrently paid an issuance fee of $1.0 million on behalf of Holdings. All of the outstanding preferred shares are held by Holdings.
Dividends on the preferred stock accrue at a rate of 11% per annum. Dividends are cumulative and are payable when declared by the Board of Directors of the Company, out of assets legally available therefor, on April 30 and October 31 of each year, commencing on October 31, 1994. The Company's Board of Directors declared, and the Company has paid, all required dividends on the Company's cumulative preferred stock through January 30, 1999. To the extent that dividends are accrued, but have not been declared and paid, such undeclared and unpaid dividends will accrue additional dividends from the date upon which such dividends accrued until the date upon which they are paid at the rate of 13% per annum.
The shares of preferred stock are redeemable at the option of the Company at a redemption price of $2,200 per share plus accrued and unpaid dividends thereon to the date fixed for redemption. On December 31, 2005, the Company is required to redeem all outstanding shares of preferred stock at $2,200 per share plus accrued and unpaid dividends thereon to the date fixed for redemption.
8. Leases
The Company leases retail stores and equipment. The store leases have an average life of approximately 34 years until final expiration. The store leases generally have renewal options and provide for contingent rent based on sales levels in excess of specified levels.
In March 1998, the Company entered into a three property sale-leaseback transaction. The Company sold two of its stores and its distribution complex in Norwood, MA for a gross selling price of $21.6 million. Concurrent with the sale, the Company leased the properties back for an initial term of 25 years. No gain or loss was recognized as a result of the transaction.
The summary below shows the aggregate future minimum lease commitments at January 30, 1999. Operating leases are shown net of an aggregate $8.8 million of minimum rental income under noncancelable subleases.
Rent expense for real property was as follows:
Additionally, rent expense for personal property totaled approximately $4.4 million, $3.5 million and $2.1 million, for 1998, 1997 and 1996, respectively.
Leasehold interests were acquired in connection with the 10 locations acquired during 1996 and represent the present value of the excess of market rents over actual rents payable over the remaining lives of the leases. The leasehold interests are being amortized on the straight-line method over the remaining lives of the leases. Accumulated amortization at January 30, 1999 was $2.2 million.
9. Income Taxes
Federal and state income taxes charged to earnings are summarized below:
The effective income tax rate differs from the statutory federal income tax rate as follows:
Deferred tax assets and liabilities as of 1998 and 1997 related to the following temporary differences (in thousands):
The Company has tax net operating loss carryforwards of $67.0 million that expire through 2018. For financial reporting purposes, a valuation allowance has been recognized to offset deferred tax assets in excess of deferred tax liabilities since the Company has only incurred losses since inception and realization of such assets is not probable at January 30, 1999.
10. Retirement Plans The Company established a defined contribution retirement plan, Star Markets Retirement Estates ("SMRE"). This plan is authorized by the Board of Directors for the purpose of providing retirement benefits for associates of the Company. The plan covers associates meeting age and service eligibility requirements, except those represented by a labor union, unless the collective bargaining agreement provides for participation. Contributions to SMRE are made at the discretion of the Board of Directors.
The Company also contributes to multi-employer defined benefit retirement plans in accordance with the provisions of the various labor contracts that govern the plans. The plans cover all associates represented by a labor union. The multi-employer plan contributions are generally based on the number of hours worked. Information about these plans as to vested and nonvested accumulated benefits and net assets available for benefits is not available.
Retirement plan expense in each period was as follows (in thousands):
11. Related-Party Transactions During fiscal 1995, the Company entered into two sale-leaseback transactions with affiliates of INVESTCORP S.A. ("Investcorp"). The Company sold six of its stores for an aggregate gross selling price of $53.4 million. Concurrent with the sale, the Company leased the properties back for an initial term of 20 years. No gain or loss was recorded in connection with the sale-leaseback transactions.
In connection with the Acquisition, the Company entered into an agreement for management advisory and consulting services (the "Management Agreement") with Investcorp International Inc. ("International") pursuant to which the Company agreed to pay International $750,000 per annum for a five-year term. At the closing of the Acquisition, the Company paid International approximately $2.3 million for the first three years in accordance with the terms of the Management Agreement, with the remaining two years due in quarterly installments.
12. Commitments and Contingencies The Company has identified environmental contamination sites related primarily to underground petroleum tanks at various store, warehouse, and office facilities. At most identified locations, remediation is either underway or completed. Charges against earnings for environmental remediation were not significant in any of the periods presented.
Pursuant to the asset purchase agreement, ASC would indemnify the Company for the costs and expenses related to environmental contamination provided that the Company paid the first $1 million of such costs. However, for costs and expenses related to any non-governmental claim filed by a third-party, ASC was not liable until the aggregate of such costs and expenses exceeded $6 million. ASC's obligation to indemnify the Company expired on the second anniversary of the Closing Date, except for those locations and claims for which ASC has received specific notification from the Company.
Although the ultimate outcome and expense of environmental remediation is uncertain, the Company believes that required remediation and continuing compliance with environmental law will not have a material adverse effect on the financial position or results of operations of the Company.
From time to time, the Company has been involved in various legal proceedings. Management believes that all of such litigation is routine in nature and incidental to the conduct of the Company's business, and that none of such litigation, if determined adversely to the Company, would have a material adverse effect on the financial condition or results of operations of the Company.
13. Subsequent Event
During 1998, the Company initiated a plan to dispose of one operating location. The sale of the assets was completed on February 11, 1999, subsequent to January 30, 1999. At January 30, 1999, in connection with the plan of disposal, the Company determined that the carrying value of the assets exceeded their fair values. Accordingly, a loss of $2,700,000, which is included as part of operating and administrative expenses, and represents the excess of the carrying value of $7,800,000 over the fair value of $5,100,000, has been charged to operations in 1998. The net proceeds of the sale were applied to the revolving credit facility in fiscal year 1999.