- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 March 29, 1998
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 001-10811
SMART & FINAL INC.
(Exact name of registrant as specified in its charter)
Delaware No. 95-4079584
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4700 South Boyle Ave.
Los Angeles, California 90058
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (213) 589-1054
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____.
The registrant had 22,438,749 shares of common stock outstanding as of MAY 7,
1998.
Number of Sequentially Numbered Pages: 13
Exhibit Index at Page: 13
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SMART & FINAL INC.
INDEX
PART I
FINANCIAL INFORMATION
Page
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets 2
Unaudited Consolidated Statements of Income 3
Unaudited Consolidated Statements of Cash Flows 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition 7
and Results of Operations
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SMART & FINAL INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
March 29, January 4,
1998 1998
--------- ----------
(Unaudited)
ASSETS
- ------
Current assets:
Cash & cash equivalents $ 26,468 $ 22,891
Trade notes and accounts receivable, less
allowance for doubtful accounts of
$3,969 in 1998 and $5,518 in 1997 73,537 75,995
Inventories 125,645 129,761
Prepaid expenses 13,757 15,906
Deferred tax asset 9,600 9,600
-------- --------
Total current assets 249,007 254,153
Property, plant and equipment:
Land 35,553 35,631
Buildings and improvements 29,525 29,530
Leasehold improvements 66,830 67,821
Fixtures and equipment 146,401 139,316
-------- --------
278,309 272,298
Less - Accumulated depreciation and amortization 91,326 85,808
-------- --------
Net property, plant and equipment 186,983 186,490
Assets under capital leases, net 4,415 4,535
Goodwill 19,622 18,940
Deferred tax asset 3,148 3,148
Other assets 17,749 20,879
-------- --------
Total Assets $480,924 $488,145
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current maturities of long-term debt $ 3,583 $ 3,576
Current maturities of notes payable to affiliates 7,600 7,600
Bank line of credit 35,000 37,000
Accounts payable 79,025 77,116
Payable to Parent and affiliates 20,814 18,589
Accrued salaries and wages 9,990 9,528
Other accrued liabilities 27,149 32,262
-------- --------
Total current liabilities 183,161 185,671
Long-term liabilities:
Notes payable, net of current maturities 3,167 4,061
Notes payable to affiliates 22,800 22,800
Bank debt 45,000 45,000
Obligations under capital leases 8,010 8,163
Other long-term liabilities 2,959 2,937
Workers' compensation reserve, postretirement
and postemployment benefits 18,146 18,068
-------- --------
Total long-term liabilities 100,082 101,029
Minority interest - 1,116
Stockholders' equity:
Preferred stock, $1 par value (authorized-
10,000,000 shares; no shares issued) - -
Common stock, $0.01 par value (authorized-
100,000,000 shares; 22,411,915 shares issued
and outstanding in 1998 and 22,386,181 in 1997) 224 224
Additional paid-in capital 143,328 142,865
Cumulative translation loss (835) (835)
Retained earnings 54,964 58,075
-------- --------
Total stockholders' equity 197,681 200,329
-------- --------
Total liabilities and stockholders' equity $480,924 $488,145
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
2
SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
Twelve Weeks Ended
-------------------------------------
March 29, March 23,
1998 1997
---------------- ----------------
(Unaudited)
Sales................................................................. $ 334,278 $ 306,984
Cost of sales, buying and occupancy................................... 294,538 262,397
---------------- ----------------
Gross margin.......................................................... 39,740 44,587
Operating and administrative expenses................................. 39,418 34,827
---------------- ----------------
Income from operations............................................. 322 9,760
Interest expense, net................................................. 2,128 1,537
---------------- ----------------
Income (loss) before income taxes, minority share
of net income, and cumulative effect of accounting change........... (1,806) 8,223
Income taxes.......................................................... (780) 3,235
Minority share of net income.......................................... - 106
---------------- ----------------
Income (loss) from consolidated subsidiaries....................... (1,026) 4,882
Equity earnings in unconsolidated subsidiary............................. 130 100
---------------- ----------------
Income (loss) before cumulative effect of accounting change........ (896) 4,982
Cumulative effect of accounting change (start-up costs, net of
tax effect of $758)................................................. 1,090 -
---------------- ----------------
Net income (loss).................................................. $ (1,986) $ 4,982
================ ================
Earnings (loss) per common share:
Earnings (loss) per common share before cumulative effect of
accounting change................................................... $ (0.04) $ 0.23
Cumulative effect of accounting change per common share.............. (0.05) -
---------------- ----------------
Earnings (loss) per common share..................................... $ (0.09) $ 0.23
================ ================
Weighted average common shares........................................ 22,395,653 21,995,285
================ ================
Earnings (loss) per common share, assuming dilution:
Earnings (loss) per common share, assuming dilution, before
cumulative effect of accounting change.............................. $ (0.04) $ 0.22
Cumulative effect of accounting change per common share.............. (0.05) -
---------------- ----------------
Earnings (loss) per common share, assuming dilution.................. $ (0.09) $ 0.22
================ ================
Weighted average common shares
and common share equivalents......................................... 22,395,653 22,822,384
================ ================
Dividend per common share............................................. $ 0.05 $ 0.05
================ ================
The accompanying notes are an integral part of these consolidated financial
statements.
3
SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Twelve Weeks Ended
-------------------------------
March 29, March 23,
1998 1997
----------- -----------
(Unaudited)
Cash Flows From Operating Activities:
Net income ....................................................... $(1,986) $ 4,982
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization................................ 6,434 5,642
Cumulative effect of accounting change, net of taxes......... 1,090 -
Minority share of net income................................. - 106
Equity earnings in unconsolidated subsidiary................. (130) (100)
Decrease (increase) in:
Trade notes and accounts receivable..................... 2,458 1,539
Inventories............................................. 4,116 4,305
Prepaid expenses and other.............................. 2,746 (1,502)
Increase (decrease) in:
Accounts payable........................................ 3,089 (6,878)
Accrued liabilities..................................... 462 (2,183)
Other liabilities....................................... (5,013) 4,164
------- -------
Net cash provided by operating activities.................... 13,266 10,075
------- -------
Cash Flows From Investing Activities:
Acquisition of property, plant and equipment ..................... (7,612) (5,929)
Proceeds from disposal of property, plant and equipment........... 295 100
Purchase of Henry Lee Minority Interest........................... (1,924) -
Other............................................................. 952 (1,074)
------- -------
Net cash used in investing activities........................ (8,289) (6,903)
------- -------
Cash Flows From Financing Activities:
Proceeds from issuance of common stock............................ 373 736
Bank line of credit............................................... (2,000) (2,000)
Payments on notes payable......................................... (1,040) (659)
Increase in payable to Parent and affiliates...................... 2,386 90
Quarterly dividend paid........................................... (1,119) (1,018)
------- -------
Net cash used in financing activities........................ (1,400) (2,851)
------- -------
Increase in cash and cash equivalents.................................. 3,577 321
Cash and cash equivalents at beginning of period....................... 22,891 16,795
------- -------
Cash and cash equivalents at end of period............................. $26,468 $17,116
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
4
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
Smart & Final Inc. (the "Company") is a Delaware corporation and is a
55.4 percent owned subsidiary of Casino USA, Inc. (the "Parent"), and Casino
Realty, Inc., a wholly owned subsidiary of Casino USA.
The consolidated balance sheet as of March 29, 1998, the consolidated
statements of income and cash flows for the twelve weeks ended March 29, 1998
and March 23, 1997 are unaudited. In the opinion of management, all adjustments
necessary for a fair presentation of these financial statements have been
included. Such adjustments consisted only of normal recurring items. Interim
results are not necessarily indicative of results for a full year.
These consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Form 10-K statement for the year ended January 4, 1998.
(2) EARNINGS PER COMMON SHARE
Earnings per common share is based on the weighted average number of shares
of common stock outstanding. Earnings per common share, assuming dilution
includes the weighted average number of common stock equivalents outstanding
related to employee stock options and a stock purchase agreement.
(3) FISCAL YEARS
The Company's fiscal year ends on the Sunday closest to December 31.
Each fiscal year consists of twelve-week periods in the first, second and fourth
quarters and a sixteen-week period in the third quarter.
(4) DIVIDEND
On February 18, 1998, the Company declared a dividend of $0.05 per
share to stockholders of record at April 3, 1998. The dividend was paid on
April 24, 1998.
(5) INCOME TAXES
Tax sharing payments for state income taxes made by the Company to the
Parent were $541,000 in the twelve weeks ended March 23, 1997. In the twelve
weeks ended March 29, 1998, the Company received a refund of $1,771,000 from the
Parent for state income taxes overpaid, due to the loss for 1997. The Company
paid $675,000 in federal income taxes in the twelve week period ended March 23,
1997 and did not pay any in the twelve week period ended March 29, 1998 due to
losses in first quarter of 1998.
5
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(6) LEGAL ACTIONS
The Company has been named as defendant in various legal actions arising in
the normal conduct of its business. In the opinion of management, after
consultation with counsel, none of these actions are expected to result in
significant liability to the Company.
(7) ACCOUNTING STANDARDS
During the first quarter of 1998, the Company adopted the provisions
of the American Institute of Certified Public Accountants Statement of Position
98-5, "Reporting on the Costs of Start-up Activities". This statement requires
that costs of start-up activities and organization costs be expensed as
incurred. Adoption of this statement resulted in a cumulative effect of
accounting change, net of tax, charge of $1.1 million, or $0.05 per diluted
share.
During the first quarter of 1998, the Company adopted the provisions of
Statement of Financial Accounting Standard No. 130 "Reporting Comprehensive
Income". This statement establishes standards for reporting and display of
comprehensive income. There was no difference between comprehensive income and
net income for the periods presented.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the
accompanying consolidated financial statements and notes thereto and the
Company's Form 10-K statement for the year ended January 4, 1998.
SUMMARY
Smart & Final Inc. (the "Company") reported a net loss of $2.0 million, or
$0.09 per diluted share, for the twelve weeks ended March 29, 1998, compared to
earnings of $5.0 million, or $0.22 per diluted share, in the twelve weeks ended
March 23, 1997. The 1998 quarter includes a cumulative effect of accounting
change, net of tax, charge of $1.1 million, or $0.05 per diluted share, related
to adoption of the new American Institute of Certified Public Accountants
("AICPA") Statement of Position 98-5.
The decline in operating earnings from the prior year first quarter was
attributed to record rainfall which sharply reduced West Coast sales and
continuing distribution inefficiencies in Florida which began in mid-1997.
Vendor rebate and allowance income also declined from the prior year quarter as
sales growth slowed.
RESULTS OF OPERATIONS
The following table shows, for the periods indicated, certain condensed
consolidated income statement data, expressed as a percentage of total sales.
Twelve Weeks Ended
--------------------
March 29, March 23,
1998 1997
--------------------
Sales:
Store sales 66.8% 72.9%
Foodservice distribution sales 33.2 27.1
----- -----
Total Sales................................................................ 100.0 100.0
Cost of sales, buying and occupancy........................................ 88.1 85.5
----- -----
Gross margin............................................................... 11.9 14.5
Operating and administrative expenses...................................... 11.8 11.3
----- -----
Income from operations.............................................. 0.1 3.2
Income expense, net........................................................ 0.6 0.5
----- -----
Income (loss) before income taxes, minority share
of net income, and cumulative effect of
accounting change................................................... (0.5) 2.7
Income taxes............................................................... (0.2) 1.1
Minority share of net income............................................... - -
----- -----
Income (loss) before cumulative effect of
accounting change................................................... (0.3) 1.6
Cumulative effect of accounting change (start-up costs).................... 0.3 -
----- -----
Net income (loss).......................................................... (0.6)% 1.6%
===== =====
7
BACKGROUND
The Company continued its expansion program in 1998 and 1997 as shown in
the following table:
Quarter Ended Year Ended
March 29, March 23, January 4,
1998 1997 1998
---- ---- ----
USA
Store count beginning 167 168 168
Store opened:
In new markets 1 - 1
In mature markets 1 1 3
------ ------ ------
Total 2 1 4
Relocations 2 - 7
Store relocated/closed (2) (2) (12)
------ ------ ------
Store count ending 169 167 167
====== ====== ======
MEXICO
Store count beginning 5 5 5
New stores opened 1 - -
------ ------ ------
Store count ending 6 5 5
====== ====== ======
Grand Total 175 172 172
====== ====== ======
Mexico operations are not consolidated and are reported on the equity
basis.
Although new stores are important to the Company's continued growth and
profitability, each new store opening initially penalizes earnings because
stores are not immediately profitable. In recent years new stores opened in
existing market areas generally have achieved break even (after full allocation
of all corporate expenses) within the first six to eighteen months and new
stores opened in new market areas, which mature more slowly, generally have
achieved break even in approximately three years.
Each of the Company's fiscal years consists of twelve-week periods in the
first, second and fourth quarters of the fiscal year and a sixteen-week period
in the third quarter.
COMPARISON OF TWELVE WEEKS ENDED MARCH 29, 1998 WITH TWELVE WEEKS ENDED MARCH
23, 1997.
Sales. First quarter 1998 sales were $334.3 million, up 8.9% from the
comparable 1997 period. Smart & Final Stores Corporation ("Smart & Final") store
sales decreased 0.2%. Store sales decreased despite the eleven new stores,
including relocations, opened in 1997 and the five new stores, including one in
Mexico, opened in the first quarter of 1998. Comparable store sales for the
first quarter of 1998 declined 1.4% from the prior year period, due primarily to
record rainfall in the Company's major markets. Average comparable transaction
size declined slightly, by 1.7% to $30.86 in the first quarter of 1998.
8
Foodservice distribution sales increased significantly from $83.2 million
in the first quarter of 1997 to $110.8 million in the current year first
quarter. Growth was strong at both Smart & Final Foodservice, formerly Port
Stockton Food Distributors, Inc, where sales increased 52.8% over the prior year
quarter and in Florida foodservice operations, including Henry Lee Company,
Southern Foods and Orlando Foodservice, Inc., where sales increased by 21.8%
over the prior year quarter.
Gross Margin. Gross margin declined 10.9% from $44.6 million in the first
quarter of 1997 to $39.7 million in the current year quarter. As a percentage of
sales, gross margin declined from 14.5% to 11.9%. The decline was primarily due
to three factors: reduced vendor rebate and allowance income due to lower sales
growth, a higher mix of foodservice sales which generate lower gross margins and
require lower operating expenses than store sales, and lower foodservice gross
margins compared to 1997 caused by increased meat processing and chain account
sales.
Operating and Administrative Expenses. Operating and administrative
expenses for the first quarter of 1998 were $39.4 million, up $4.6 million, or
13.2%, over the first quarter of 1997. These expenses, as a percentage of sales,
increased from 11.3% in the first quarter of 1997 to 11.8% in the first quarter
of 1998. The increased expense levels were the result of management
reorganization and inefficiencies from the severe rainfall experienced in
the quarter.
Interest expense, net. Interest expense, net increased from $1.5 million
in the first quarter of 1997 to $2.1 million in the first quarter of 1998
primarily as the result of higher weighted average revolving debt borrowings.
FINANCIAL CONDITION
Cash and cash equivalents were $22.9 million on January 4, 1998, and
$26.5 million at March 29, 1998. Cash provided by operating activities for the
twelve weeks ended March 29, 1998 was $13.3 million and other changes in
financing activities provided $2.7 million of cash for the quarter. The net
decrease in debt was $3.0 million for the quarter. Investments in fixed assets
and other additions were $8.3 million and $1.1 million of dividends were paid.
Inventories declined by $4.1 million as a result of a comprehensive
turnover analysis at all operating levels to achieve lower carrying costs. Other
changes in operating assets and liabilities generally reflect the timing of
receipts and disbursements. Trade notes and accounts receivable decreased $2.5
million, prepaid expenses decreased $2.7 million, accounts payable increased
$3.1 million, and other liabilities decreased $5.0 million in the quarter.
Stockholders' equity decreased by $2.6 million to $197.7 million at
March 29, 1998 as a result of the $2.0 million loss for the first quarter of
1998 and the quarterly cash dividend of $1.1 million less $0.5 million increase
from stock related activity.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity is cash flow from operations.
Cash provided by operating activities was $13.3 million in the first quarter of
1998, up from $10.1 million in the comparable 1997 period. At March 29, 1998,
the Company had cash of $26.5 million, compared to $22.9 million at January 4,
1998. The Company had $81.5 million of long-term debt and shareholders' equity
of $197.7 million at March 29, 1998.
The Company expects to be able to fund future acquisitions and other cash
requirements by a combination of available cash, cash from operations, lease
financings and other borrowings and proceeds from the issuance of equity
securities. During the quarter, the Company announced the acquisition of a chain
of cash and carry stores operating in the Pacific Northwest for $42.5 million in
cash and $17.5 million in five year unsecured notes payable. The cash payment is
being
9
financed by a bridge loan from the Company's major commercial bank. The
acquisition is expected to close during the second quarter of 1998. In addition
the Company is constructing a new distribution facility which will be used to
serve its Southern California operations. The facility and related fixtures and
equipment will cost approximately $37 million, most of which will be financed by
a lease transaction which is currently being finalized. The amount budgeted for
other capital expenditures is approximately $40.0 million for fiscal 1998.
From time to time Smart & Final may publish forward-looking statements
about anticipated results. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. In order to comply with
the terms of the safe harbor, the Company notes that such forward-looking
statements are based upon internal estimates which are subject to change because
they reflect preliminary information and management assumptions, and that a
variety of factors could cause the Company's actual results and experience to
differ materially from the anticipated results or other expectations expressed
in the Company's forward-looking statements. The factors which could cause
actual results or outcomes to differ from such expectation include the extent of
the company's success in (i) changing market conditions (ii) unforeseen costs
and expenses (iii) ability to attract new customers and retain existing
customers (iv) gain or losses from sales along with the uncertainties and other
factors, including unusually adverse weather conditions, described from time to
time in the company's SEC filing and reports. This report includes " forward-
looking statements" including, without limitation, statements as to the
Company's liquidity and availability of capital resources.
10
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
Not applicable.
ITEM 2 CHANGES IN SECURITIES
Not applicable.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5 OTHER INFORMATION
Not applicable.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit Number Description of Exhibit
10.82 First Amendment to Agreement to Sell and Purchase
Real Property and Escrow Instructions dated as of
April 6, 1998 among the Company and Certified
Grocers of California, Ltd.
10.91 Agreement Between Smart & Final Foodservice
Distributors and Food Distributors Employee
Association dated as of April 1, 1998
27 Financial Data Schedule
(b) Reports on Form 8-K
None
11
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.
SMART & FINAL INC.
By:
Date: May 7, 1998
/s/ MARTIN A. LYNCH
__________________________________
Martin A. Lynch
Executive Vice President,
Principal Financial Officer, and
Principal Accounting Officer of the Company
12
SMART & FINAL INC.
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Number Description of Exhibit Page
- -------------- ---------------------- ------
10.82 First Amendment to Agreement to Sell and Purchase
Real Property and Escrow Instructions
10.91 Agreement Between Smart & Final Foodservice
Distributors and Food Distributors Employee Association
27 Financial Data Schedule
13