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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 10-K
(Mark one)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 3, 1999
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
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SMART & FINAL INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 95-4079584
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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600 Citadel Drive, City of Commerce, California 90040
(Address of principal executive offices) (Zip Code)
(323) 869-7500
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
Title of each class on which registered
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Common Stock, par value $.01 per share New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [_]
As of March 17, 1999, the aggregate market value of Common Stock held by
nonaffiliates of the registrant based on the closing price of the Common Stock
on the New York Stock Exchange composite tape was $35,747,791 ("nonaffiliates"
excludes for this purpose executive officers, directors and beneficial owners,
known to the registrant, of more than 10% of the outstanding Common Stock).
As of March 17, 1999, the registrant had outstanding 22,527,179 shares of
Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement for its Annual Meeting
of Shareholders to be held May 11, 1999 are incorporated by reference into
Part III of this Form 10-K.
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SMART & FINAL INC.
INDEX TO ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended January 3, 1999
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Caption Page
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PART I
ITEM 1 BUSINESS....................................................... 3
ITEM 2 PROPERTIES..................................................... 10
ITEM 3 LEGAL PROCEEDINGS.............................................. 11
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............ 11
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS........................................... 12
ITEM 6 SELECTED FINANCIAL DATA........................................ 13
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................... 14
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .... 20
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................... 22
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.......................................... 47
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 48
ITEM 11 EXECUTIVE COMPENSATION......................................... 48
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................... 48
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 48
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-
K.............................................................. 49
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PART I
ITEM 1. BUSINESS
General
Smart & Final Inc. (the "Company") operated 209 non-membership warehouse
grocery stores in Arizona, California, Florida, Idaho, Nevada, Oregon, and
Washington at fiscal year end 1998 through its principal subsidiary, Smart &
Final Stores Corporation, a California corporation ("Smart & Final"). This
includes the 39 Cash & Carry grocery warehouse stores acquired in May 1998
from United Grocers, Inc. Most of the acquired stores continue to operate
under the Cash & Carry name. Smart & Final also operates six stores in Mexico
through a joint venture with the operators of the Calimax store chain. The
joint venture operates as a Mexican domestic corporation under the name Smart
& Final del Noroeste, S.A. de C.V. and is reported on the equity basis of
accounting.
Smart & Final stores offer a consistent selection of approximately 10,000
food items, supplies and equipment, primarily in institutional sizes and
quantities, targeted at small foodservice businesses and other customer
groups. The Company believes that Smart & Final is strategically positioned in
a substantial niche market between membership warehouse clubs and traditional
foodservice operators.
The Company also owns American Foodservice Distributors, a California
corporation ("AFD"), which is a holding company for traditional broadline
foodservice distributors. At year end, AFD owned 100% of Port Stockton Food
Distributors, Inc., a California corporation, an institutional full-line food
distributor in Northern California. In early 1998, in order to further its
name recognition, Port Stockton Food Distributors, Inc. began doing business
under the name Smart & Final Foodservice Distributors ("Smart & Final
Foodservice"). At year-end AFD also owned 100% of the Henry Lee Company, a
Florida corporation. In late 1997, AFD acquired the assets of Orlando
Foodservice, Inc. and Capricorn Foods of Central Florida, Inc., processing and
distribution companies in Florida, and the assets of Southern Foods, a meat
processing and distribution company in Florida (all Florida foodservice
operations are collectively referred to as "Henry Lee").
The Company is a Delaware corporation and was previously incorporated in
California under the name SFI Corporation. The Company is headquartered in Los
Angeles, and at fiscal year end 1998, had 5,447 associates. In fiscal 1998,
the Company had sales of $1,662 million.
Financial information about the Company's segments is incorporated herein by
reference from Note 14 to the Consolidated Financial Statements included in
this report.
Smart & Final Stores
Smart & Final specializes in providing merchandise and customer services to
meet the foodservice and related needs of restaurants, caterers, clubs,
organizations and small and mid-sized businesses. The stores also attract
value-oriented retail customers who, while not directly a target group, prefer
to purchase items in large sizes or quantities. Smart & Final stores carry a
broad selection of items in a hybrid, retail/wholesale format. With an average
size of 16,662 square feet, the stores' smaller footprint enables the Company
to locate a greater number of stores in urban and suburban neighborhoods than
warehouse club operators, which provides a faster, more convenient shopping
experience for the customer.
Smart & Final has experienced significant sales growth despite the expansion
of the warehouse club industry in the Company's geographic markets. The
Company attributes its growth to its commitment to be a primary supplier for
the needs of small and mid-sized independent foodservice operators. Smart &
Final positions itself competitively by offering convenience, attractive
pricing, a wide and consistent assortment including high quality corporate
brand items, and a high level of customer service. The Company's specific
focus on foodservice operators enables Smart & Final to react quickly to
changing market requirements and customer needs. Management believes these
strategies, together with its unique retail/wholesale concept, provides
greater overall value than the competition.
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In May 1998, the Company acquired 39 Cash & Carry stores, mainly in the
Pacific Northwest, taking the Company toward opening all of the western United
States to Smart & Final's warehouse grocery concept. During the mid 1990's,
Smart & Final stores explored new geographic areas for expansion. One of the
areas identified was Florida. In 1996, the Company opened ten new stores in
Florida. In late 1997, the company closed two of the stores located outside
the greater Miami area and subsequently opened two new stores in the greater
Miami area, one in late 1997 and one in early 1998. Although the Smart & Final
operations in Florida are not yet profitable, the Company believes Florida,
with its vibrant economy, its significant Hispanic presence, and its
concentration of small independent restaurants and businesses, is an
attractive growth market for its store concept.
During the early to mid 1990's, the Company focused on opening stores in its
existing markets and expanding in Northern California. The Company plans to
continue expansion in its mature market areas through relocations and remodels
of existing stores and new store openings. In 1999, Smart & Final intends to
concentrate on assimilating the United Grocers Cash & Carry stores and plans
to open five new stores.
The Company has also acquired several traditional foodservice distribution
companies in recent years (See American Foodservice Distributors). Product for
stores and foodservice customers is being handled from the same distribution
facilities. Management believes that ownership of foodservice distributors
facilitates store expansion in new markets because it reduces product costs
and distribution expenses inherent in new markets.
The following table shows certain information regarding Smart & Final stores
for the years indicated:
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Fiscal Fiscal Fiscal Fiscal Fiscal
1998 1997 1996 1995 1994
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USA
Beginning store count................. 167 168 155 144 135
Stores opened:
New stores.......................... 5 4 13 11 10
Relocations......................... 3 7 6 4 3
Acquired............................ 39 -- -- -- --
Stores relocated or closed............ (5) (12) (6) (4) (4)
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Ending store count.................... 209 167 168 155 144
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MEXICO
Beginning store count................. 5 5 3 3 1
New stores opened..................... 1 -- 2 -- 2
------ ------ ------ ------ ------
Ending store count.................... 6 5 5 3 3
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Total Ending Store Count.............. 215 172 173 158 147
====== ====== ====== ====== ======
STATISTICAL DATA:
Average selling square feet per store
at end of period:
USA................................. 16,662 15,448 14,859 14,431 14,239
MEXICO.............................. 17,350 16,946 16,946 16,473 16,473
New store data:
New markets stores (USA)............ 1 1 10 5 6
Average selling square feet
USA............................... 21,079 21,462 16,788 14,698 15,820
MEXICO............................ 19,368 -- 17,656 16,473 16,473
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Mexico operations are not consolidated and are reported on the equity basis.
Developing new stores, from initiation of construction to store opening,
requires approximately nine months for new locations and four months for
retrofitting of existing buildings. Equipment and inventory for each new
4
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store averages $450,000 and $420,000, respectively. On average, each
retrofitted store costs approximately $430,000 in leasehold improvements and
requires up to $620,000 of equipment.
To date, new stores opened in existing markets generally have achieved
break-even on a pre-tax profit basis after allocation of all corporate
expenses within six to 18 months. Stores opened in new markets, which mature
more slowly, generally have achieved break-even within three years. Because of
the complex customer mix, break-even of the Florida stores is expected to take
an even longer period. However, there can be no assurance that the Company
will be able to open new stores in a timely manner; to hire, train and
integrate employees; to continue locating and obtaining favorable store sites;
and to adapt distribution, management information and other operating systems
sufficiently to grow in a successful and profitable manner.
Merchandising
Customers. Smart & Final focuses on identifying, addressing and satisfying
the needs of small and mid-sized foodservice customers. Target customers
include independent restaurants, sandwich shops, bakeries, caterers and
catering trucks, mini-marts, and bars. Typical store customers do not require
delivery and have consistent needs for institutional size food and related
supplies. Stores also attract value-oriented retail customers who, while not
directly a target group, prefer to purchase items in large sizes or
quantities. Customers with occasional foodservice needs, such as clubs and
organizations, find the Smart & Final Stores well suited to meet these needs.
In addition, large chain restaurants and other major foodservice operators use
Smart & Final as a fill-in or a backup supplier.
Product Assortment and Quality. Each Smart & Final store carries
approximately 10,000 assorted food and related items in bulk sizes and
quantities. The Company offers customers a wide product selection, including
frozen and refrigerated foods (a category that includes delicatessen products
and fresh produce), paper products, janitorial supplies, restaurant equipment,
tobacco, candy, snacks, beverages, and party supplies. Products regularly
undergo a formalized profitability review that identifies items that should be
added or removed. The Company is also testing new product categories, such as
fresh meats, in certain stores. The Company believes the size, consistency,
and depth of its product assortment satisfies customers' needs.
Product quality is paramount in the Smart & Final product assortment. The
Company's quality assurance department insures that its high standards are
maintained for all corporate brands and products.
Corporate Brand Positioning. Smart & Final utilizes its own corporate brands
within most merchandise categories, providing an alternative to national
brands and other corporate and private label brands. Corporate brands are
positioned to create brand loyalty and establish an ongoing customer
franchise. Furthermore, management believes foodservice customers make
purchases based on a quality/value/price perception. Smart & Final corporate
brands target leading competitive brands with attention to quality and value.
In addition, the profit contribution from corporate brands is generally higher
than the comparable national brand product.
During 1998, the Company continued to grow the sales and gross profit
contribution of the corporate brands program. Each operating company actively
markets the program. The program consists of a three-quality-tier core
program. The SmartBuy Brand is a standard grade, quality controlled label
positioned as "the price leader"; Smart & Final, the Company's national brand
equivalent, is a consistent, quality-driven, competitively priced brand; and
Smart & Final Premium Brand represents the highest quality within the product
line. There are approximately 2,000 stock keeping units (SKUs) represented by
these brands.
In addition to the core corporate brand program, the Montecito and La
Romanella corporate brands are designed to reach niche ethnic markets while
enhancing our core products. The Company's authentic Hispanic-style brand,
Montecito, represents over 100 SKUs. The La Romanella brand, a high quality
line of Italian-style products, consists of approximately 175 SKUs.
Management believes that the assortment and value of the Company's corporate
brands are an important element in Smart & Final's market positioning.
5
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Pricing. Smart & Final attempts to identify and establish competitive
pricing on key items in local markets including competitive pricing against
warehouse clubs. The Company's pricing strategy is carefully coordinated with
its overall assortment strategy and with other marketing programs. Incentives
encourage customers to purchase the largest sizes and case quantities, thereby
maximizing operating efficiencies within the distribution system. In addition,
Smart & Final corporate brands items offer distinct price and value advantages
over comparable national brands.
Customer Service. Smart & Final focuses on customer service and convenience
to encourage more frequent store visits and greater average purchase size. For
example, stores offer convenient locations, operating hours and front door
parking lots, along with logical layouts and highly readable signage. Smart &
Final also maintains a high in-stock service rate, averaging 97%; high product
quality; clean stores; friendly, responsible and knowledgeable personnel; and
specialized point-of-sale support.
Smart & Final utilizes customer service centers and representatives,
provides informative customer materials, and emphasizes associate training
that builds customer loyalty. In addition, stores take customers' special
orders for a wide variety of products not carried regularly in its assortment.
The Company also provides customers with telephone and fax order service,
enhancing its in-store capability. The Company also has an associate training
program designed to increase store associates' retailing expertise and product
knowledge. Smart University, the Company's in-house training center, provides
all associates with the opportunity to build their knowledge and acquire
additional skills. The training center also trains third parties on a fee for
service basis.
Marketing. Smart & Final utilizes a niche marketing strategy that targets
small and mid-sized foodservice customers, reflects differences in rural and
urban markets, and addresses the differing needs of individual stores.
Marketing efforts have recently been refocused on addressing more specific and
targeted customer communication. Distribution of promotional communication has
shifted from newspaper insertion and large-scale direct mail, to targeted
direct mail to specific customer groups with promotional messages that meet
these customers' needs. Cooperative advertisements have become focused on
addressing specific customer needs. This advertising is distributed in
conjunction with participating suppliers, thereby reducing Smart & Final's
cost for those vehicles.
Smart & Final bases its marketing strategies on comprehensive research,
combining periodic attitude awareness and usage studies with focused research
to address specific objectives. All studies are custom designed and conducted
by leading independent research firms specializing in the food industry.
Store Design and Size. Smart & Final stores are designed as convenient
warehouse stores dedicated to easing the shopping experience. For the last
three years, new stores have ranged between 13,000 and 34,000 square feet.
Smart & Final stores are organized into dry grocery, beverages, frozen foods,
janitorial, candy, snacks, party supplies and other departments. In addition,
prototype designs are improved continually to enhance traffic flow, space
utilization, departmentalization, adjacencies of merchandise, and overall
visual appeal without diluting the convenient warehouse image. Each Smart &
Final store normally has four to six checkout counters and is staffed by
approximately 15 associates.
Website. The Company has a site on the World Wide Web at
http://www.smartandfinal.com. The Company's site features a variety of
information for various audiences, presented in an engaging format. The site
provides valuable ideas and information to our core customers, primarily
independent restaurants, caterers, clubs, and small businesses. Customers can
locate their nearest stores or take a virtual tour of a typical store.
Customers can view product specials and pricing by viewing "Smart Finds" on
the site. Expanded product assortment and new store services are featured
regularly. Other features of the Company's site include a complete history of
the Company, financial information and job opportunities. Smart & Final's site
is updated on a regular basis. The site also links to other web sites that may
be of interest to the Company's core customers.
6
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Operations
Procurement. The Company believes Smart & Final's purchasing policies and
procedures result in costs that are comparable to other companies purchasing
similar quantities and types of merchandise. Service level goals and
investment buying strategies are integral to the purchasing program. In
addition, Smart & Final continually utilizes the efficiencies provided by
cooperative buying organizations to facilitate low cost purchasing. These
buying alliances supplement the normal buying activities of each distribution
center. Smart & Final also strives to maintain close working relationships
with its major suppliers to reduce its product or distribution costs.
Smart & Final buys its products from approximately 1,800 different
suppliers. The Company has not had any difficulty in the past, and does not
expect any difficulties in the future, in obtaining products from suppliers.
Distribution. Smart & Final supports the largest percentage of its Western
store network from the Los Angeles area. During 1998, Smart & Final operated
three distribution centers in the Los Angeles area: a 446,000 square foot dry
goods warehouse adjacent to the corporate office complex, a 149,000 square
foot satellite warehouse, and a 95,000 square foot perishable warehouse. When
necessary, Smart & Final contracts for outside storage space for investment
buy inventory. The Company has completed construction of a new 445,000 square
foot distribution center in City of Commerce which began operations in early
February 1999. This new facility replaced the older primary and satellite
warehouses and, because of its higher ceiling, has approximately double the
aggregate storage capacity of the older facilities.
In Northern California, the Company operates a 270,000 square foot
distribution facility, a 33,000 square foot freezer facility, and an
additional 100,000 square foot warehouse, and two smaller facilities for fresh
meat and produce operations. These facilities serve approximately
5,000 foodservice customers and 43 Northern California stores. In Florida, the
Company serves approximately 5,435 foodservice customers and the Smart & Final
stores from a 230,000 square foot distribution center in Miami, Florida and a
160,000 square foot distribution facility in Orlando, Florida. The Orlando
facility opened in August 1997. The Company also operated an additional 30,000
square foot off-site facility until November 1998. A 99,000 square foot frozen
facility located in Miami, Florida opened in the third quarter of 1998. The
Cash & Carry stores are served through a service agreement with United
Grocers, Inc.
Smart & Final utilizes computerized inventory management systems, radio
frequency technology, and integrated labor management systems in its
warehouses.
Smart & Final operates a fleet of 238 tractors and 330 trailers that are
either owned or leased. Smart & Final increases efficiencies of its fleet by
filling outbound trucks to capacity and utilizing a backhaul program for
inbound deliveries. Approximately 52% of Smart & Final's warehouse merchandise
is delivered to the warehouse by its own trucks.
Management Information Systems. The Company has invested over $10 million in
new systems during the past several years, and expects to continue to make
substantial investments over the near term.
The Company's purchasing system enables buyers to manage turnover and
investment buy inventory effectively, achieve targeted gross margin
objectives, track rebates and allowances by vendor, and maintain target
service levels. The merchandising system enables each store assortment to be
customized to the needs and characteristics of its individual market area,
maximize gross margin return on investment by item and product category, and
increase store inventory turnover. The distribution system tracks all
warehouse inventory, manages store order selection, and measures labor
productivity in the Los Angeles warehouse and satellite warehouse facility.
Systems are being implemented throughout the Company's stores, warehouses
and corporate offices, which are expected to enable the Company to operate
more efficiently and to utilize sales data for valuable customer information.
7
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American Foodservice Distributors
American Foodservice Distributors ("AFD") is a holding company for the
Company's two institutional broadline foodservice distributors, Smart & Final
Foodservice and Henry Lee Company, and for its Southern Foods and Orlando
Foodservice divisions operating in Florida. Smart & Final Foodservice also
owns Davis Lay and Craig and Hamilton that operate produce and meat
processing, respectively. AFD's 1998 sales were $456.0 million. In addition to
a broadline assortment, AFD provides its customers primary services including
product delivery, extension of credit and ancillary services such as
restaurant equipment and supplies. The full-line assortment for these
distributors features dry grocery, frozen foods, fresh meat, deli products,
produce, tobacco, health and beauty aids, paper and packaging, janitorial
supplies, and restaurant equipment and supplies.
AFD has distribution facilities and offices in Stockton and Modesto,
California and serves Northern California markets from the Bay Area on the
west to the Sierra on the East, Eureka on the North and Fresno on the South.
AFD's Northern California operations also serve 43 Northern California Smart &
Final stores. At year end, approximately 18% of AFD's Northern California
sales were Smart & Final Corporate Brand products.
AFD, through its Henry Lee and Smart & Final Foodservice subsidiaries, is a
large member of the All Kitchens Distributors, Inc. buying group which has
annual member sales of over $7.2 billion. AFD is also a member of the DMA
Major Account sales group.
AFD's Florida operations are headquartered in Miami, Florida and serves
foodservice operator customers primarily located in the State of Florida and
certain markets in the Caribbean, and South and Central America. AFD's
distribution center in Miami provides the infrastructure to service Smart &
Final stores in Florida. During 1998, approximately 9% of AFD's Florida sales
were Smart & Final Corporate Brand products.
AFD serves approximately 10,435 foodservice customers such as restaurants,
coffee shops, hotels, cruise ships, and institutions. At year end AFD employed
approximately 1,507 associates.
Competition
The Company participates in the highly competitive $141 billion annual sales
domestic food distribution industry. Its competitors include membership and
non-membership warehouse stores, wholesale distributors, supermarkets, and
other retailers. Many of the Company's competitors have greater financial,
distribution and marketing resources, as well as greater name recognition than
the Company.
Intense price competition and rapid store growth have characterized the
membership warehouse club segment of the industry over the past decade. The
Company's two major warehouse club competitors are Costco Companies and the
Sam's Club division of Wal-Mart.
The Company believes it competes effectively with membership clubs by
offering a broader and more consistent foodservice assortment, more convenient
shopping facilities and locations, a high level of customer service and
competitive pricing.
The traditional foodservice distribution market, in which American
Foodservice Distributors operates and in which Smart & Final competes to a
lesser extent, is very competitive and highly fragmented. Major competition
consists of national operators such as Sysco Corp., Alliant, U.S.
Foodservice(TM) and many smaller, regional distributors. About 95% of all
distributors have annual revenues less than $30 million and fewer than 4% do
more than $50 million.
Competition from supermarket chains continues to increase as such chains
emphasize price and service, while widening their assortment of goods and
lowering certain prices to more effectively compete with warehouse clubs.
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Human Resources
The Company strongly emphasizes the career development and retention of its
associates. Despite its strong growth in recent years, the Company strives to
maintain the culture of a highly focused, innovative organization that
maximizes employee productivity and contributions. The Company actively
recruits and offers training opportunities to employees to develop qualified
candidates for managerial positions as vacancies occur.
Employee training and development programs through the Company's own Smart
University encompass all levels of store operations, from entry through
management, and emphasize merchandising techniques and customer service goals
to ensure top employee quality and productivity. Company mechanisms, such as
incentive pay and stock option programs, reward superior performance and
motivate associates. In addition, approximately 8.2% of each Smart & Final
store's pre-tax profit, after allocation of corporate costs, is paid out as
monthly bonuses to the store's full-time employees.
At fiscal year end, the Company and its subsidiaries employed approximately
5,447 persons, including 3,713 at Smart & Final, 810 at Smart & Final
Foodservice, 697 at Henry Lee and 227 at Cash and Carry store operations.
Hourly associates employed by Cash and Carry store operations in Oregon are
party to a labor contract previously negotiated between the United Brotherhood
of Teamsters and United Grocers, Inc. Cash and Carry Stores were acquired from
United Grocers in 1998 and Smart & Final assumed the Teamster Contract.
Approximately 100 associates are covered by this plan. Smart & Final
Foodservice is a party to an agreement with its Food Distribution Employees
Association, representing approximately 270 associates, which contains certain
procedures and policies with respect to management and associate relations.
The Company considers relations with its associates to be good.
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ITEM 2. PROPERTIES
As of fiscal year end 1998, the Company leased 127 store properties directly
from third party lessors, with an average remaining lease term of ten years.
The Company leased 14 store properties, at year end, under its secured lease
facility described below. In addition, the Company has eight stores on real
property that is ground leased from third party lessors. The remaining 60
store properties are owned.
Late in 1997, the Company sold its owned 595,000 square feet of warehouse
space and 60,795 square feet of office space in Los Angeles, California and
entered into a leaseback with the purchaser for approximately one year. The
Company has completed construction of a new 445,000 square foot distribution
facility in City of Commerce, California which began operations in early
February 1999. The new facility has approximately double the storage capacity
of the older facilities and is leased under the secured lease facility
described below. In September 1998, the Company moved its headquarters to a
81,000 square foot leased facility in City of Commerce, California.
Effective December 29, 1996, the Company acquired 91 properties and
leasehold interests with a net book value of $71,440,000 from Casino USA and
Casino Realty, which were being operated as Smart & Final stores, offices and
warehouse facilities for a purchase price of $75,984,000, consisting of
1,625,000 shares of the Company's common stock (valued at $38 million) and a
total of $38 million in two five-year unsecured promissory notes (the "Casino
Transaction"). Of the 91 properties acquired, 86 were stores, and the
remaining five were the Vernon, California distribution facility and several
non-store locations.
As part of the Casino Transaction, the Company was required to assist Casino
USA and Casino Realty with the sale of certain properties, on or before
December 31, 1998 that are not being operated as stores for aggregate sales
proceeds of $5.7 million. As of October 1998, the Company had sold ten of the
12 such properties for $3.9 million. During 1998, the Company fulfilled its
remaining obligation to Casino USA and Casino Realty and purchased the
remaining two properties.
AFD supports its Northern California customers from an owned 33,000 square
foot freezer facility and a 270,000 square foot distribution facility leased
under the secured lease facility described below. Additionally, the Company
has a three year lease for 100,000 square feet of additional warehouse space
and leases two smaller facilities for meat and produce distribution. These
facilities are located in Stockton and Modesto, California.
In Florida, AFD operates a 230,000 square foot warehouse in Miami, Florida,
including 22,000 square feet of office space. AFD also occupies 7,600 square
feet of space used as a maintenance facility for its fleet. Both of these
facilities are leased from the former owners of Henry Lee. The remaining term
of these leases is seven years. The leases contain terms and rates that are
considered equivalent to those available from unrelated third party lessors.
In addition, AFD operated a leased 30,000 square feet off-site facility
through November 1998. AFD also operates a leased 160,000 square foot
distribution facility in Orlando, Florida. This lease expires in 2006. A
99,000 square foot frozen food facility in Miami, Florida opened in the third
quarter of 1998. This facility is being leased under the secured lease
facility described below.
The Company plans to continue to lease properties, but also may elect to own
some of its new stores on an interim or permanent basis. The Company has a $90
million secured lease facility, which provides for the lease of the
distribution center in Stockton, California and for store expansion and
distribution facilities in California and Florida. As of January 3, 1999,
$71.2 million had been utilized under this facility for various store and
distribution facilities.
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ITEM 3. LEGAL PROCEEDINGS
The Company is from time to time involved in litigation incidental to the
conduct of its business. While the outcome of lawsuits and other proceedings
against the Company cannot be predicted with certainty, in the opinion of
management, none of the litigation which the Company is currently involved in,
individually or in the aggregate, is expected to result in a material effect
on the Company's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the security holders of the Company for a
vote during the quarter ended January 3, 1999.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed on the New York Stock Exchange ("NYSE")
under the symbol SMF. As of March 17, 1999 there were 234 registered holders
of the common stock and the closing price per share of the common stock as
listed on the NYSE composite tape was $9.1875. The following table sets forth
the high and low sales prices of the common stock as reported on the NYSE
composite tape, together with the amount of cash dividends declared per share
for each quarter of the Company's two most recent fiscal years.
<TABLE>
<CAPTION>
Cash
Dividend
High Low Declared
-------- -------- --------
<S> <C> <C> <C>
First Quarter of 1997.......................... 23 3/4 20 7/8 $0.05
Second Quarter of 1997......................... 22 3/4 19 1/8 $0.05
Third Quarter of 1997.......................... 25 3/4 22 11/16 $0.05
Fourth Quarter of 1997......................... 24 3/4 16 5/16 $0.05
First Quarter of 1998.......................... 20 1/4 16 15/16 $0.05
Second Quarter of 1998......................... 19 13/16 17 $0.05
Third Quarter of 1998.......................... 17 5/8 7 1/8 $0.05
Fourth Quarter of 1998......................... 11 1/8 8 1/8 $0.05
</TABLE>
The declaration and payment of dividends is subject to the discretion of the
Company's Board of Directors, and there can be no assurance whether or when
dividends will be paid in the future. The Company announced in a press release
dated February 17, 1999, that, as part of a program to reduce debt levels and
interest expense, dividends on its common stock have been suspended
indefinitely. The suspension of dividends is effective following the payment
of the fourth quarter 1998 dividend paid on January 29, 1999. Information
concerning certain dividend restrictions under the Company's Senior Secured
Credit Facility is included under "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
(in thousands, except per share and statistical data)
<TABLE>
<CAPTION>
Fiscal Year(A)
-----------------------------------------------------------
1998(E) 1997(D) 1996 1995 1994(B)
---------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Sales................... $1,661,629 $1,453,020 $1,302,561 $1,173,325 $952,477
Gross margin............ 205,688 194,663 190,395 171,732 144,396
Income from operations.. 1,151 15,930 42,588 32,465 28,511
Interest income
(expense), net......... (13,304) (8,117) (3,373) (2,028) 521
Income (loss) before
provision for income
taxes, minority share
of net income and
cumulative effect of
accounting changes..... (12,153) 7,813 39,215 30,437 29,032
Net income (loss) ...... (8,659) 6,636 24,334 18,296 17,470
Earnings (loss) per
common share, assuming
dilution............... (0.38) 0.29 1.15 0.88 0.85
Dividend per share...... $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20
Weighted average common
shares outstanding..... 22,596 22,753 21,206 20,751 20,520
Financial Data (at
fiscal year-end):
Cash and cash
equivalents............ $ 20,887 $ 22,891 $ 16,795 $ 15,415 $ 10,494
Working capital
(deficit).............. (11,097) 68,482 79,245 79,493 62,501
Total assets............ 582,264 488,145 441,424 314,656 267,813
Long-term debt and
capital leases,
excluding current
maturities............. 78,712 80,024 82,644 43,586 21,124
Stockholders' equity.... 189,286 200,329 195,655(C) 140,052 125,330
Other Statistical Data:
Comparable store sales
growth................. (0.2)% 2.0% 2.7% 5.0% 5.5%
Stores at year end
(including Mexico)..... 215 172 173 158 147
Total retail square
footage at year end
(thousands)............ 3,586 2,610 2,496 2,237 2,050
Sales per selling square
foot................... $ 396 $ 389 $ 406 $ 441 $ 428
Store customer
transactions
(thousands)............ 33,048 33,538 31,132 29,097 26,688
Employees at year end... 5,447 5,205 4,577 4,341 3,718
</TABLE>
- --------
(A) For all years, 52 weeks except fiscal year 1997, which had 53 weeks.
(B) Amounts include results of Henry Lee from the date of its acquisition in
November 1994.
(C) 1,625,000 of common shares were issued on December 29, 1996 to affiliated
companies for $38 million, see "Properties".
(D) Amounts include results of Davis Lay division from May 1997. Amounts
include results of Orlando Foodservice Inc., Capricorn Foods of Central
Florida, Inc. and Southern Foods since their dates of asset acquisitions
in September 1997.
(E) Amounts include results of United Grocers Cash & Carry store operations
from the date of its acquisition in May 1998.
13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the "Selected
Financial Data" and the financial statements and related notes thereto
included elsewhere in this Form 10-K. The following table sets forth the
consolidated statements of operations data. (Percentages do not aggregate due
to rounding.)
<TABLE>
<CAPTION>
52 Weeks 53 Weeks 52 Weeks
1998 1997 1996
--------------- --------------- --------------
(Dollars in millions, except per share
amounts)
<S> <C> <C> <C> <C> <C> <C>
Sales:
Stores..................... $1,205.6 72.6 % $1,049.0 72.2% $ 992.5 76.2%
Foodservice................ 456.0 27.4 404.0 27.8 310.1 23.8
-------- ----- -------- ----- -------- -----
Sales, consolidated
total................... 1,661.6 100.0 1,453.0 100.0 1,302.6 100.0
-------- ----- -------- ----- -------- -----
Cost of sales, buying and
occupancy:
Stores..................... 1,027.4 85.2 884.9 84.4 833.0 83.9
Foodservice................ 428.5 94.0 373.4 92.4 279.2 90.0
-------- ----- -------- ----- -------- -----
Total cost of sales,
buying and occupancy.... 1,455.9 87.6 1,258.3 86.6 1,112.2 85.4
-------- ----- -------- ----- -------- -----
Gross margin................ 205.7 12.4 194.7 13.4 190.4 14.6
Operating and administrative
expenses................... 204.5 12.3 169.9 11.7 147.8 11.3
One-time charges............ -- -- 8.9 0.6 -- --
-------- ----- -------- ----- -------- -----
Income from operations...... 1.2 0.1 15.9 1.1 42.6 3.3
Interest expense, net....... 13.3 0.8 8.1 0.6 3.4 0.3
-------- ----- -------- ----- -------- -----
Income (loss) before
provision for income taxes,
minority share of net
income and cumulative
effect of accounting
change..................... (12.1) (0.7) 7.8 0.5 39.2 3.0
Income taxes................ (4.3) (0.3) 1.9 0.1 14.9 1.1
Minority share of net
income..................... -- -- (0.5) -- 0.2 --
-------- ----- -------- ----- -------- -----
Income (loss) from
consolidated subsidiaries.. (7.8) (0.5) 6.4 0.4 24.1 1.9
Equity earnings in
unconsolidated subsidiary.. 0.2 -- 0.2 -- 0.2 --
Cumulative effect of
accounting change.......... 1.1 0.1 -- -- -- --
-------- ----- -------- ----- -------- -----
Net income (loss)........... $ (8.7) (0.5)% $ 6.6 0.5% $ 24.3 1.9%
======== ===== ======== ===== ======== =====
Earnings (loss) per common
share...................... $ (0.39) $ 0.30 $ 1.20
======== ======== ========
Earnings (loss) per common
share, assuming dilution... $ (0.38) $ 0.29 $ 1.15
======== ======== ========
</TABLE>
Results of operations
The Company's net loss was $8.7 million, or ($0.38) per diluted share, in
1998, compared with net income of $6.6 million, or $0.29 per diluted share, in
1997, and $24.3 million, or $1.15 per diluted share, in 1996. The following
table sets forth pre-tax profit or loss, in millions, for each of the
Company's various reportable segments:
<TABLE>
<CAPTION>
1998 1997 1996
------ ----- -----
<S> <C> <C> <C>
Stores................................................ $ 23.1 $21.9 $40.0
Foodservice........................................... (18.0) (8.6) 6.7
------ ----- -----
Segment totals....................................... 5.1 13.3 46.7
Interest and other corporate expenses................. (17.2) (5.5) (7.5)
------ ----- -----
Consolidated pre-tax (loss) profit.................... $(12.1) $ 7.8 $39.2
====== ===== =====
</TABLE>
Change in management
In November 1998 the Company announced that Robert J. Emmons would retire
from his position as Chief Executive Officer and would resign from the
Company's Board of Directors effective January 4, 1999. The Board requested
one of its members, Ross Roeder, to assume the position of Chairman of the
Board and Chief Executive Officer, replacing Emmons. Roeder immediately
proceeded with an assessment of the overall business and developed a plan to
redirect the Company's business and to improve operating efficiency. As a
result, a number of specific actions were taken late in 1998 that reduced
earnings for the fourth quarter and year.
14
<PAGE>
A number of factors impacted the results of operations in 1998 and 1997:
Factors affecting 1998 results:
. Actions taken late in 1998 by new executive management:
. A decision to sell non-core properties resulted in a $3.4 million
pretax reduction to estimated realizable values.
. A pretax charge of $3.2 million was established to provide for
severance costs incurred in connection with the downsizing of
management.
. Certain activities in the Florida foodservice operations were
discontinued and administrative functions were consolidated,
resulting in a pretax charge of $3.0 million.
. In-store bakery operations were discontinued, causing a pretax
write-off of $1.5 million.
. Focus on Northern California foodservice changed from aggressive
sales growth to credit quality of customers and improved margins
resulting in related accounts receivable losses and inventory write-
downs of $3.7 million, pretax.
. Re-racking of the Northern California distribution center and other
charges resulted in write-downs of $1.6 million, pretax.
. Adoption of a new retirement program and other increased benefits at the
Northern California unit resulted in pretax charges of $1.4 million.
. Henry Lee operating results declined sharply as service levels
deteriorated due to inadequate distribution capacity starting in the
third quarter of 1997. The distribution inefficiencies continued into
1998. Service problems reduced sales as customers chose other
alternatives, reduced gross margins as prices were cut to retain
customers, and sharply increased distribution costs in both foodservice
and store operations. Distribution capacity was increased during 1998.
. 1998 results included a cumulative effect of accounting change, pretax
charge of $1.9 million, related to adoption of the American Institute of
Certified Public Accountants ("AICPA") Statement of position 98-5, which
requires the write-off of start-up costs.
Factors affecting 1997 results:
. Florida distribution facility inefficiencies and related service level
problems commencing in the third quarter of the year reduced sales,
lowered gross margins, and increased expenses.
. A special pretax charge of $8.9 million was recorded in the fourth
quarter that included the cost of closing two Florida stores, write-off
of certain distribution software systems and expenses of a management
reorganization.
. Introduction of an inventory management program resulted in a $3.0
million pretax inventory write-down.
. Introduction of stringent credit controls in the Florida foodservice
export business resulted in an additional provision for doubtful
accounts of $3.0 million before taxes.
. A price reduction program introduced at Smart & Final stores early in
1997 reduced gross margin by $5.0 million, but failed to increase store
sales growth to the level that had been anticipated.
Year to year quarterly results significantly deteriorated during 1997 from
profits in the first, second and third quarters of the year to a loss in the
fourth quarter of 1997. The fourth quarter loss was due to factors discussed
above.
15
<PAGE>
During 1998, earnings improved from a small loss in the first quarter to
modest earnings in the second quarter, strong earnings in the third quarter
and a sizeable loss in the fourth quarter. The strong earnings of the third
quarter of 1998 were in part due to a vendor support program that contributed
earnings of approximately $0.07 per diluted share in the quarter and real
estate gains that contributed approximately $0.03 per diluted share. As
described above, the earnings decline in the fourth quarter of 1998 reflects
the actions taken by new executive management.
Comparative year to year operating results deteriorated during the first
half of 1998 due to losses from Florida foodservice distribution and lower
vendor rebates and allowance income.
Quarterly earnings per common share, assuming dilution:
<TABLE>
<CAPTION>
First Second Third Fourth Year
------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C>
1998................................ $(0.09) $0.06 $0.25 $(0.60) $(0.38)
1997................................ 0.22 0.30 0.30 (0.54) 0.29
</TABLE>
During the third quarter of 1997, Henry Lee began a comprehensive
integration of their Miami distribution center to provide the capability for
stores distribution in addition to the existing foodservice distribution
capability. This was a significant undertaking which required reconfiguration
and re-racking of portions of the distribution center, the installation of new
warehouse management and distribution software systems and the movement of
numerous store's product into the distribution center. It also increased the
complexity of product distribution. Significant problems were encountered in
this conversion which resulted in declines in service levels and overstocked
inventory levels in the distribution center. These conditions resulted in a
significant impact on sales, gross margin, and distribution expense in the
third and fourth quarters of 1997.
Although service levels improved throughout 1998, particularly the Orlando
distribution center opened in the third quarter and the new Miami frozen food
facility opened in the fourth quarter, the business was negatively impacted by
the problems that had been experienced late in 1997. This weakened Florida
foodservice sales growth and resulted in year to year gross margin declines.
Sales. Sales were $1,661.6 million in 1998, $1,453.0 million in 1997, and
$1,302.6 million in 1996. Sales reflect the acquisition of the United Grocers
Cash & Carry ("Cash & Carry") store operations. Cash & Carry sales following
the May 15, 1998 acquisition were $164.5 million. Total sales increased 14.4%
in 1998, 11.6% in 1997, and 11.0% in 1996. The Company follows a 52-53 week
fiscal year and 1997 included a fifty-third week.
Store sales, including Cash & Carry, increased 14.9% in 1998, 5.7% in 1997,
and 7.0% in 1996. Same store sales declined 0.2% in 1998, compared to a 2.0%
increase in 1997 and a 2.7% increase in 1996. Forty-one new stores, including
relocations and three in Mexico, were opened during the three years, nine in
1998, 11 in 1997, and 21 in 1996. Additionally, 39 stores were acquired from
United Grocers in 1998. Foodservice sales increased 12.9% in 1998, 30.3% in
1997, and 26.0% in 1996.
Gross margin. As a percentage of sales, gross margin was 12.4% in 1998,
13.4% in 1997, and 14.6% in 1996. The decline in gross profit in 1998 was
caused in part by the increased mix of foodservice distribution business and
decreased margins at the foodservice companies compared to 1997 due to
increased meat processing and chain account sales which generate lower
margins. Additionally, gross margin decreased due to the acquisition of the
Cash & Carry stores which generate lower gross margins than Smart & Final
stores but also operate at lower expense levels than Smart & Final stores.
Increased store occupancy costs due to new and relocated stores also reduced
gross margin.
Gross margin declined in 1997 in part due to the increased mix of
foodservice distribution business which grew at a stronger rate than stores.
The foodservice distribution business operates at much lower gross margins and
lower operating expenses than Smart & Final stores. Gross margin also declined
as a result of the reduced price program introduced in the Smart & Final
stores early in 1997. Gross margin was also impacted by inventory write-downs
recorded in the fourth quarter of 1997.
16
<PAGE>
Operating and administrative expenses. Operating and administrative expenses
were 12.3% of sales in 1998, 11.7% in 1997, and 11.3% in 1996. The major
factors causing the increase in 1998 were the charges resulting from actions
initiated by the new management as described above. Another factor was the
addition of health benefits for part-time associates. These increases were
partially offset by the benefits resulting from the acquisition of the Cash &
Carry operations which operate at lower expense levels and gains recognized on
the sale of unused property.
Factors causing the increase in 1997 include an additional provision for
doubtful accounts as well as charges related to the management reorganization.
Interest expense, net. Interest expense, net increased to $13.3 million in
1998 compared to $8.1 million in 1997 and $3.4 million in 1996. The 1998
increase is the result of higher weighted average borrowings related to
spending required for working capital and the Company's expansion program,
which includes the United Grocers Cash & Carry acquisition. Additionally, late
in 1998, the Company restructured existing debt resulting in higher weighted
average interest rates to the Company.
The increase in 1997 over 1996 was due to the late 1996 acquisition of $76
million of operating properties from an affiliated company (the "Casino
Transaction") through the issuance of $38 million of debt and $38 million of
the Company's common stock.
Equity earnings in unconsolidated subsidiary
The Company's 50% interest in the Mexico joint venture operates six stores
in Mexico and produced $0.2 million in equity earnings in 1998, 1997, and
1996. One new store was opened in 1998 and two new stores were opened during
1996.
Liquidity and Capital Resources
Historically, the Company's primary source of liquidity has been cash flow
from operations and retained earnings. In addition, the Company has
availability under bank facilities. In 1998 net cash provided by operating
activities was $39.3 million. The Company has a $150.0 million three-year
revolving credit line with a group of banks, under which $133.5 million was
outstanding at fiscal year end 1998.
Effective November 13, 1998, the Company entered into a $55.4 million Loan
Agreement ("Casino Loan") with Casino USA, Inc. Interest for this loan is at
LIBOR plus 4.50%. The Casino Loan matures on February 15, 2002. The Casino
Loan replaced the Company's existing unsecured promissory notes issued in
conjunction with the 1996 acquisition of real property from Casino USA, Inc.
and Casino Realty, affiliated parties, that had an outstanding balance of
$30.4 million. It also replaced all then outstanding advances made to the
Company from Casino USA, Inc. and Casino Realty. No principal repayments are
due prior to the final maturity.
As previously announced in December 1998, the Company expects to file a
registration statement for a fixed price rights offering to its stockholders.
The Company intends to distribute to its stockholders subscription rights to
purchase additional shares of common stock at a discount to the market price
of the stock. It is proposed that each stockholder will receive one right for
each share of common stock held. The total amount of the offering is expected
to be $60 million.
The Company expects to provide additional information regarding the
discounted subscription price, the number of rights needed to purchase a share
of stock, offering commencement and expiration dates, and other details in a
future press release. The rights offering is expected to be completed in the
second fiscal quarter of 1999. The offering of rights and underlying shares
will be made only by means of a prospectus following effectiveness of the
registration statement for the offering.
A principal purpose of the proposed rights offering is to increase equity
capital of the Company. The Company and its majority stockholder Casino USA
have proposed that Casino USA will exercise all of Casino
17
<PAGE>
USA's subscription rights and will purchase any shares in the rights offering
not subscribed for by other stockholders. Casino USA is expected to pay for
shares it subscribes for by exchanging up to all of the $55.4 million
principal of the Casino Loan for new shares based on the subscription price
set in the offering. Any net cash proceeds from the offering will be used to
prepay senior debt described below.
Effective November 13, 1998, the Company entered into Senior Secured Credit
Facilities with a group of banks totaling $240 million. The Senior Secured
Credit Facilities include a $150 million Revolving Credit Facility ("Revolving
Loan") and a $90 million Secured Lease Facility. These facilities expire on
November 13, 2001. At the Company's option, the Revolving Loan can be used to
support up to $10 million of commercial letters of credit. The Revolving Loan
replaces the Company's existing $65 million Bridge Loan and its existing $50
million revolving line of credit and a $50 million short-term unsecured line
of credit. The Secured Lease Facility replaces the Company's three existing
$30 million lease facilities. Borrowings under the Senior Secured Credit
Facilities are collateralized by a security interest in the Company's
receivables, inventory and fixed assets. Interest for these facilities is at
LIBOR, or the Administrative Agent's reference rate, plus designated amounts.
The Company had cash and cash equivalents of $20.9 million, stockholders'
equity of $189.3 million and debt, excluding capital leases, of $210.2 million
at the end of fiscal year 1998. The debt consists of the $55.4 million Casino
Loan, $133.5 million outstanding on the revolving credit line, a $17.5 million
five-year unsecured note issued to United Grocers as a result of acquisition
of its Cash & Carry stores and $3.8 million primarily from the acquisition of
Henry Lee Company in 1994. The weighted average interest rate on the Company's
variable rate debt for 1998 was 7.81%.
The aggregate amount required for the Company's expansion program and other
capital expenditures in 1999 is estimated to be approximately $30 million.
Since 1994, the Company has utilized committed lease facilities, with a
current aggregate capacity of $90 million, to finance most of its real
property additions. The lease facility had $71.2 million outstanding at fiscal
year end 1998.
The Senior Secured Credit Facilities contain restrictions on the amount of
cash dividends declared or paid and requires the Company to maintain certain
fixed charge coverage ratios.
The Senior Secured Credit Facilities and the Casino Loan agreements contain
covenants requiring the Company to maintain certain financial ratios. As a
result of the reported loss for the fourth quarter and full year 1998, the
Company is not in compliance with these covenants. Casino USA has agreed to
waive compliance with these covenants until the Company reports its second
quarter 1999 earnings or August 31, 1999, whichever comes first.
As of March 12, 1999, the Company has received a waiver of default of
certain financial covenants under the Senior Secured Credit Facility, for a
period extending until June 30, 1999. Continuation of the waiver until such
date requires the performance by the Company of certain operating earnings and
financial reporting requirements. The waiver also requires that the Company
file its registration statement for the rights offering by April 6, 1999 and
consummate the offering prior to June 30, 1999. If the Company is not
successful in complying with existing financial covenants, it may be required
to renegotiate the terms of its loan documents or seek another waiver of
certain financial requirements.
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. Assuming continued compliance with financial covenants, it
believes that its sources of funds are adequate to provide for working
capital, other capital expenditures, and debt service requirements for the
foreseeable future.
Year 2000
The Company relies on a diverse assortment of computer hardware and
software, the integrated operation of which is essential to the successful
implementation of the Company's operations. The Company, in 1996,
18
<PAGE>
began a comprehensive review of its information technology systems and other
systems and equipment and has developed a Year 2000 implementation program.
The implementation program has been reviewed by the Company's Board of
Directors. Full compliance and testing is scheduled to be completed by mid-
1999.
The entire implementation program is divided into three broad systems, the
corporate systems, the store systems and the foodservice systems and the
program has two phases, the impact analysis phase and the modification or
replacement phase.
The impact analysis phase for the corporate systems, includes the
identification of date sensitive computer codes within the systems, has been
completed. The modification or replacement phase for the corporate systems is
substantially complete with one remaining subsystem to be completed by the end
of first quarter 1999.
The impact analysis phase for the store systems has been completed and the
modification or replacement phase is expected to be completed by mid-1999. The
impact analysis phase for the foodservice systems also has been completed, and
the modification or replacement phase is on schedule to be completed by the
end of the second quarter of 1999.
Except for the cost of replacement systems, the Company will expense, as
incurred, the cost of the Year 2000 program. The Company is funding the costs
associated with the Year 2000 program through operating cash flows. The
Company estimates the total incremental cost of the Year 2000 program will not
exceed $2.0 million. As of the end of fiscal year 1998, the Company had
incurred approximately $1.3 million in costs with respect to the Year 2000
program.
As part of the Year 2000 project, the Company has identified relationships
with third parties, including vendors, suppliers, and service providers, which
the Company believes are critical to its business operations. The Company is
in the process of communicating with these third parties through
questionnaires, letters and interviews in an effort to determine the extent to
which they are addressing their Year 2000 issues. The Company will continue to
communicate with, assess and monitor the progress of these third parties in
resolving Year 2000 issues.
The Company anticipates minimal disruptions in its operations as a result of
system failures related to Year 2000 issues. If the Company or a key third
party experiences a systems failure due to the century change, the Company
believes the most significant adverse impact would be its inability to
communicate with suppliers concerning timely delivery of inventory. Other
possible consequences include, but are not limited to, loss of communications
with stores, loss of electric power, and an inability to process customer
transactions or otherwise engage in similar normal business activities. The
Company cannot assure that there will not be an adverse impact on the Company
if third parties do not appropriately address their Year 2000 issues in a
timely manner.
Although the Company does not believe the actual impact of these failures
will be material, the Company is currently developing a contingency plan for
possible Year 2000 issues including the delivery of inventory and processing
of customer transactions. The Company will continue to develop these plans
based on its internal testing results, tests with third parties and its
assessment of other outside risks. The Company will continually refine its
contingency plan throughout 1999 as additional information becomes available.
Seasonality
Historically, the Company's sales have followed a seasonal pattern.
Generally, third and fourth quarter sales are greater than those of the first
and second quarter, due to strong demand from foodservice customers in the
summer and winter holiday periods. Third quarter sales are also high because
the third quarter includes four four-week periods, whereas the other quarters
include three four-week periods. Sales distribution by quarter in 1998 was 20%
in the first quarter, 23% in the second, 33% in the third, and 24% in the
fourth.
19
<PAGE>
Inflation
The Company's primary costs, merchandise and labor, are affected by a number
of factors that are beyond the Company's control. These factors include the
price of merchandise, the competitive climate, and the general and regional
economic conditions. As is typical in the food industry, the Company has
generally been able to maintain margins by adjusting its selling prices. But
competitive conditions may, from time to time, render it unable to do so while
maintaining or increasing its market share.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to market risks relating to fluctuations in interest
rates. The Company's objective of financial risk management is to minimize the
negative impact of interest rate fluctuations on the Company's earnings and
cash flows.
Interest rate risk is managed through the use of interest rate collar
contracts. These contracts are entered into with major financial institutions
thereby minimizing risk of credit loss. See Note 4 to the consolidated
financial statements for a more complete description of the Company's interest
rate collars.
The following analysis presents the sensitivity to the earnings of the
Company if these changes occurred at January 3, 1999. The range of changes
chosen for this analysis reflects the Company's view of changes which are
reasonably possible over a one-year period. These forward-looking disclosures
are selective in nature and only address the potential impacts from financial
instruments. They do not include other potential effects which could impact
the Company's business as a result of these changes in interest.
Interest Rate Sensitivity Analysis
At January 3, 1999, the Company had debt, excluding capital leases, totaling
$210.2 million and interest rate collar contracts with a notional value of
$100 million. The interest rate collar contracts limit LIBOR fluctuations to
interest rate ranges from 4.7% to 8.0%. As of January 3, 1999, the LIBOR rate
was 5.08%.
At January 3, 1999, the Company had $188.9 million of variable rate debt and
$21.3 million of fixed rate debt. Holding other variables constant (such as
debt levels), the earnings and cash flow impact of a one percentage point
increase in interest rates would be approximately $1.1 million. The earnings
and cash flow impact of a one percentage point decrease in interest rates
would be approximately $0.7 million, holding other variables constant.
Credit Risk
The Company is exposed to credit risk on accounts receivable. The Company
provides credit to customers in the ordinary course of business and performs
ongoing credit evaluations. Concentrations of credit risk with respect to
trade receivables are limited due to the number of customers comprising the
Company's customer base. The Company currently believes its allowance for
doubtful accounts is sufficient to cover customer credit risks.
Forward-Looking Statements
When used in this report, the words "believe," "expect," "anticipate" and
similar expressions, together with other discussion of future trends or
results, are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such statements are subject to certain risks and
uncertainties, including those discussed below, that could cause actual
results to differ materially from those projected. These forward-looking
statements speak only as of the date hereof. All of these forward-looking
statements are based on estimates and assumptions made by management of the
Company which, although believed to be reasonable, are inherently uncertain
and difficult to predict; therefore, undue reliance should not be placed upon
such statements. The following important factors, among others, could cause
the Company's
20
<PAGE>
results of operations to be adversely affected in future periods: (i)
increased competitive pressures from existing competitors and new entrants,
including price-cutting strategies, store openings and remodels; (ii)
increases in interest rates or the Company's cost of borrowing or a default
under any material debt agreements; (iii) deterioration in general or regional
economic conditions (iv) adverse state or federal legislation or regulation
that increases the costs of compliance, or adverse findings by a regulator
with respect to existing operations; (v) loss of customers or sales weakness;
(vi) inability to achieve future sales levels or other operating results;
(vii) the unavailability of funds for capital expenditures; and (viii)
operational inefficiencies in distribution or other Company systems. Many of
such factors are beyond the control of the Company. There can be no assurance
that the Company will not incur new or additional unforeseen costs in
connection with the ongoing conduct of its business. Accordingly, any forward-
looking statements included herein do not purport to be predictions of future
events or circumstances and may not be realized. In addition, assumptions
relating to budgeting, marketing, advertising, litigation and other management
decisions are subjective in many respects and thus susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impact of which may cause the Company to alter its
marketing, capital expenditure or other budgets, which may in turn affect the
Company's financial positions and results of operations.
21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is included in this section:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants................................... 23
Consolidated Balance Sheets................................................ 24
Consolidated Statements of Operations...................................... 25
Consolidated Statements of Stockholders' Equity............................ 26
Consolidated Statements of Cash Flows...................................... 27
Notes to Consolidated Financial Statements................................. 28
Supplementary Data--Summary of Quarterly Results of Operations............. 45
</TABLE>
22
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Smart & Final Inc.:
We have audited the accompanying consolidated balance sheets of Smart &
Final Inc. (a Delaware corporation and a 55.1 percent owned subsidiary of
Casino USA, Inc.) and subsidiaries as of January 3, 1999 and January 4, 1998,
and the related consolidated statements of operations, stockholders' equity
and cash flows for each of the three fiscal years in the period ended January
3, 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 Smart & Final Inc. and
subsidiaries as of January 3, 1999 and January 4, 1998, and the results of
their operations and their cash flows for each of the three fiscal years in
the period ended January 3, 1999, in conformity with generally accepted
accounting principles.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Los Angeles, California
March 12, 1999
23
<PAGE>
SMART & FINAL INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
January January
3, 1999 4, 1998
-------- --------
<S> <C> <C>
ASSETS
------
Current assets:
Cash & cash equivalents.................................. $ 20,887 $ 22,891
Trade notes and accounts receivable, less allowance for
doubtful accounts of $3,660 in 1998 and $5,518 in 1997.. 70,155 75,995
Inventories.............................................. 157,678 129,761
Prepaid expenses......................................... 22,341 15,906
Deferred tax asset....................................... 11,511 9,600
-------- --------
Total current assets................................... 282,572 254,153
Property, plant and equipment:
Land..................................................... 36,387 35,631
Buildings and improvements............................... 29,625 29,530
Leasehold improvements................................... 85,501 67,821
Fixtures and equipment................................... 162,148 139,316
-------- --------
313,661 272,298
Less--Accumulated depreciation and amortization.......... 108,588 85,808
-------- --------
Net property, plant and equipment...................... 205,073 186,490
Assets under capital leases, net of accumulated
amortization of $6,669 in 1998 and $6,150 in 1997......... 4,016 4,535
Goodwill, net of accumulated amortization of $2,060 in 1998
and $903 in 1997.......................................... 56,667 18,940
Deferred tax asset......................................... 3,730 3,148
Other assets............................................... 30,206 20,879
-------- --------
Total Assets........................................... $582,264 $488,145
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current maturities of long-term debt..................... $139,680 $ 3,576
Current maturities of notes payable to affiliates........ -- 7,600
Bank line of credit...................................... -- 37,000
Accounts payable......................................... 97,568 77,116
Payable to Parent and affiliates......................... 1,681 18,589
Accrued salaries and wages............................... 13,951 9,528
Other accrued liabilities................................ 40,789 32,262
-------- --------
Total current liabilities.............................. 293,669 185,671
Long-term liabilities:
Notes payable, net of current maturities................. 15,839 4,061
Notes payable to affiliates.............................. 55,388 22,800
Bank debt................................................ -- 45,000
Obligations under capital leases......................... 7,485 8,163
Other long-term liabilities.............................. 3,033 2,937
Workers' compensation reserve, postretirement and
postemployment benefits................................. 17,564 18,068
-------- --------
Total long-term liabilities............................ 99,309 101,029
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; 22,527,179 shares issued and outstanding in 1998
and 22,386,181 in 1997)................................. 225 224
Additional paid-in capital............................... 144,987 142,865
Cumulative translation loss.............................. (835) (835)
Retained earnings........................................ 44,909 58,075
-------- --------
Total stockholders' equity............................. 189,286 200,329
-------- --------
Total liabilities and stockholders' equity............. $582,264 $488,145
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
24
<PAGE>
SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Fiscal Year
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Sales....................................... $1,661,629 $1,453,020 $1,302,561
Cost of sales, buying and occupancy......... 1,455,941 1,258,357 1,112,166
---------- ---------- ----------
Gross margin................................ 205,688 194,663 190,395
Operating and administrative expenses....... 204,537 169,849 147,807
Special charges............................. -- 8,884 --
---------- ---------- ----------
Income from operations.................. 1,151 15,930 42,588
Interest expense, net....................... 13,304 8,117 3,373
---------- ---------- ----------
Income (loss) before income taxes, minority
share of net income (loss), and cumulative
effect of accounting change................ (12,153) 7,813 39,215
Income taxes................................ (4,397) 1,940 14,858
Minority share of net income (loss)......... -- (563) 244
---------- ---------- ----------
Income (loss) from consolidated
subsidiaries........................... (7,756) 6,436 24,113
Equity earnings in unconsolidated
subsidiary................................. 187 200 221
---------- ---------- ----------
Income (loss) before cumulative effect
of accounting change................... (7,569) 6,636 24,334
Cumulative effect of accounting change
(start-up costs, net of tax effect of
$758)...................................... 1,090 -- --
---------- ---------- ----------
Net income (loss)....................... $ (8,659) $ 6,636 $ 24,334
========== ========== ==========
Earnings (loss) per common share:
Earnings (loss) per common share before
cumulative effect of accounting change... $ (0.34) $ 0.30 $ 1.20
Cumulative effect of accounting change per
common share............................. (0.05) -- --
---------- ---------- ----------
Earnings (loss) per common share.......... $ (0.39) $ 0.30 $ 1.20
========== ========== ==========
Weighted average common shares.............. 22,474,048 22,158,673 20,309,555
========== ========== ==========
Earnings (loss) per common share, assuming
dilution:
Earnings (loss) per common share, assuming
dilution, before cumulative effect of
accounting change........................ $ (0.33) $ 0.29 $ 1.15
Cumulative effect of accounting change per
common share............................. (0.05) -- --
---------- ---------- ----------
Earnings (loss) per common share, assuming
dilution................................. $ (0.38) $ 0.29 $ 1.15
========== ========== ==========
Weighted average common shares and common
share equivalents.......................... 22,595,705 22,753,333 21,206,126
========== ========== ==========
Dividend per common share................... $ 0.20 $ 0.20 $ 0.20
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
25
<PAGE>
SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the fiscal years 1998, 1997 and 1996
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Common Stock
----------------- Additional Cumulative Total
Number of Paid-In Retained Translation Stockholders'
Shares Amount Capital Earnings (Loss)/gain Equity
---------- ------ ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, fiscal year-end
1995................... 20,262,727 $ 203 $ 105,149 $ 35,628 $ (928) $ 140,052
Issuance of common
stock.................. 1,713,679 17 34,564 -- -- 34,581
Tax benefit associated
with stock options
exercised.............. -- -- 658 -- -- 658
Dividend ($0.20 per
share)................. -- -- -- (4,063) -- (4,063)
Translation gain........ -- -- -- -- 93 93
Net income.............. -- -- -- 24,334 -- 24,334
---------- ----- --------- -------- ------ ---------
Balance, fiscal year-end
1996................... 21,976,406 220 140,371 55,899 (835) 195,655
Issuance of common
stock.................. 409,775 4 5,706 -- -- 5,710
Restricted stock
accrual................ -- -- 208 -- -- 208
Tax benefit associated
with stock options
exercised.............. -- -- 1,776 -- -- 1,776
Capital lease and
deferred rent
transfer............... -- -- (5,196) -- -- (5,196)
Dividend ($0.20 per
share)................. -- -- -- (4,460) -- (4,460)
Net income.............. -- -- -- 6,636 -- 6,636
---------- ----- --------- -------- ------ ---------
Balance, fiscal year-end
1997................... 22,386,181 224 142,865 58,075 (835) 200,329
Issuance of common
stock.................. 140,998 1 1,772 -- -- 1,773
Restricted stock
accrual................ -- -- 167 -- -- 167
Tax benefit associated
with stock options
exercised.............. -- -- 183 -- -- 183
Dividend ($0.20 per
share)................. -- -- -- (4,507) -- (4,507)
Net income (loss)....... -- -- -- (8,659) -- (8,659)
---------- ----- --------- -------- ------ ---------
Balance, fiscal year-end
1998................... 22,527,179 $ 225 $ 144,987 $ 44,909 $ (835) $ 189,286
========== ===== ========= ======== ====== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
26
<PAGE>
SMART & FINAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
Fiscal Year
-------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income (loss)................................. $(8,659) $ 6,636 $24,334
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Gain on disposal of fixed assets................. (3,126) (843) (187)
Asset valuation adjustments...................... 1,175 -- --
Depreciation and amortization.................... 29,353 25,761 19,882
Deferred tax provision (benefit)................. (2,493) (800) 1,320
Cumulative effect of accounting change, net of
taxes........................................... 1,090 -- --
Minority share of net income..................... -- (563) 244
Equity earnings in unconsolidated subsidiary..... (187) (200) (221)
Decrease (increase), net of business
acquisition, in:
Trade notes and accounts receivable............ 8,634 (3,771) (22,132)
Inventories.................................... (6,646) (2,504) (7,426)
Prepaid expenses and other..................... (4,828) (11,546) (709)
Increase (decrease), net of business
acquisition, in:
Accounts payable............................... 14,224 4,601 2,028
Accrued liabilities............................ 4,423 (412) 2,087
Other liabilities.............................. 6,319 4,210 (5,158)
------- ------- -------
Net cash provided by operating activities.... 39,279 20,569 14,062
------- ------- -------
Cash Flows From Investing Activities:
Acquisition of property, plant and equipment...... (39,622) (29,427) (33,172)
Proceeds from disposal of property, plant and
equipment........................................ 3,658 10,471 252
Acquisition of business........................... (44,401) (11,300) (1,391)
Acquisition of municipal bonds.................... -- -- (540)
Proceeds from redemption of municipal bonds....... -- -- 440
Other............................................. (7,557) (3,573) (4,590)
------- ------- -------
Net cash used in investing activities........ (87,922) (33,829) (39,001)
------- ------- -------
Cash Flows From Financing Activities:
Proceeds from issuance of common stock............ 1,737 5,135 1,059
Borrowings on bank line of credit................. -- 20,000 16,000
Payments on bank line of credit................... (82,000) -- --
Payments on notes payable......................... (3,796) (11,161) (3,089)
Increase in payable to Parent and affiliates...... 7,288 9,830 6,409
Quarterly dividend paid........................... (4,492) (4,448) (4,060)
Borrowings of short-term debt..................... 133,500 -- 10,000
Fees paid in connection with debt restructure..... (5,598) -- --
------- ------- -------
Net cash provided by financing activities.... 46,639 19,356 26,319
------- ------- -------
Increase (decrease) in cash and cash equivalents.... (2,004) 6,096 1,380
Cash and cash equivalents at beginning of year...... 22,891 16,795 15,415
------- ------- -------
Cash and cash equivalents at end of year............ $20,887 $22,891 $16,795
======= ======= =======
Noncash Investing and Financing Activities:
Notes payable and common stock issued for
properties acquired from affiliates.............. $ -- $ -- $71,440
Fees in connection with note restructure ......... (953)
Note issued in connection with note restructure
................................................. 55,388 -- --
Note retired in connection with note restructure
................................................. (30,400) -- --
Payable to affiliates retired in connection with
note restructure ................................ (24,035) -- --
Note issued in connection with acquisition of
business ........................................ 17,500 1,000 300
Construction in progress costs incurred but not
paid............................................. 2,320 763 552
------- ------- -------
Total noncash transactions................... $19,820 $ 1,763 $72,292
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
27
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Lines of business
Smart & Final Inc. (the "Company") is a Delaware corporation and at fiscal
year end 1998 was a 55.1 percent owned subsidiary of Casino USA, Inc. (the
"Parent" or "Casino USA"), a California corporation. Prior to November 1998,
Casino Realty, Inc. ("Casino Realty"), a wholly owned subsidiary of Casino
USA, owned 7.2 of the 55.1 percent now owned by the Parent. On November 2,
1998, Casino Realty, Inc. was dissolved and its remaining assets were
transferred to the Parent. The Company owns American Foodservice Distributors
("AFD"), a holding company, which owns 100% of Port Stockton Food
Distributors, Inc., and 100% of Henry Lee Company ("Henry Lee"). In late 1997,
AFD acquired the assets of Orlando Foodservice, Inc. and Capricorn Foods of
Central Florida, Inc. (collectively "Orlando Foodservice") and the assets of
Southern Foods. The Company is engaged in the business of distributing food
and related non-food items through wholesale outlets under the trade name
"Smart & Final" and by delivery, under the trade names "Smart & Final
Foodservice Distributors", formerly "Port Stockton", and "Henry Lee."
Principles of consolidation
The consolidated financial statements include the accounts of the Company
and all its majority owned subsidiaries. The Company's 50 percent owned
subsidiary in Mexico, Smart & Final Del Noroeste S.A. de C.V., which commenced
store operations in December 1993, is accounted for by the equity method of
accounting. The foreign currency translation loss resulted from the
translation of the foreign affiliate's functional currency balance sheet into
U.S. dollars for all periods prior to January 1997 and is reflected in
stockholders' equity. Since January 1997, in accordance with generally
accepted accounting principles, the functional currency has been the U.S.
dollar. As such, changes in foreign currency exchange rates are included in
results of operations.
All significant intercompany accounts and transactions have been eliminated
in consolidation. Certain prior years' amounts have been reclassified to
conform to the fiscal year 1998 presentation.
Fiscal years
The Company's fiscal year ends on the Sunday closest to December 31. Fiscal
year 1998 included 52 weeks, fiscal year 1997 included 53 weeks and fiscal
year 1996 included 52 weeks. Fiscal years 1998, 1997 and 1996 ended on January
3, 1999, January 4, 1998 and December 29, 1996, respectively. 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. The fourth quarter of a 53 week year consists of thirteen weeks.
Cash and cash equivalents
The Company considers all highly liquid instruments purchased with an
original maturity of three months or less to be cash equivalents. The carrying
amount of cash equivalents is approximately the same as their fair value
because of the short maturity of these instruments.
Credit Risk
The Company is exposed to credit risk on accounts receivable. The Company
provides credit to customers in the ordinary of business and performs ongoing
credit evaluations. Concentrations of credit risk with respect to trade
receivables are limited due to the number of customers comprising the
Company's customer base. The Company currently believes its allowance for
doubtful accounts is sufficient to cover customer credit risks.
Inventories
The majority of the Company's inventories consist of merchandise purchased
for resale which are stated at the lower of FIFO (first-in, first-out) cost or
market.
28
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Property, plant and equipment
Property, plant and equipment are stated at cost and are depreciated or
amortized using the straight-line method. The estimated useful lives are as
follows:
<TABLE>
<S> <C>
Buildings and
improvements........... 5-25 years
Fixtures and equipment.. 3-10 years
Leasehold improvements.. Lesser of lease term or useful life of improvement
</TABLE>
Costs of normal maintenance and repairs and minor replacements are charged
to expense when incurred. Major replacements or betterments of properties are
capitalized. When assets are sold or otherwise disposed of, the costs and
related accumulated depreciation and amortization are removed from the
accounts, and any resulting gain or loss is included in the income statement.
Long-lived assets and certain identifiable intangibles to be held and used
by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.
Also included in property, plant and equipment are costs associated with
selection and procurement of real estate sites of $939,000 and $1,015,000 as
of fiscal year end 1998 and 1997, respectively. These costs are amortized over
the remaining lease term of the site with which they are associated.
Other assets
Other assets include municipal bonds aggregating $5,430,000 at each fiscal
year end 1998 and 1997 which secure the Company's workers' compensation
reserves. The fair value of the municipal bonds, estimated based on quoted
market prices for similar investments, approximate their carrying amounts.
These municipal bonds have varying maturity dates ranging from 2006 through
2019.
At year end 1998, other assets included debt issuance costs of $6,238,000
relating to fees paid in connection with the debt restructuring. These costs
are being amortized over the term of the related debt.
Capitalized software costs, net of amortization, of $6,452,000 and
$7,743,000 are included in other assets at fiscal year end 1998 and 1997,
respectively. These costs include third party purchased software costs, direct
labor associated with internally developed software, and installation costs.
Amortization is being recognized over a three to five year period using the
straight-line method, and reflects the period over which the benefits of the
software are fully realizable and enhance the operations of the business.
Goodwill
Goodwill is amortized on a straight-line basis over a period not exceeding
40 years. The Company assesses the recoverability of goodwill based on
forecasted operating income.
Stock options
In 1996, the Company adopted Statement of Financial Accounting Standards No.
123 "Accounting for Stock-Based Compensation" ("SFAS No. 123"), which
encourages, but does not require, the recognition of compensation expense for
employee stock-based compensation arrangements using the fair value method of
accounting. The Company has elected the disclosure only alternative, and has
disclosed the proforma net income per share amounts in the notes to the
consolidated financial statements using the fair-value method.
29
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Significant accounting estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates
and assumptions that affect the reported amounts of liabilities at the date of
the financial statements and expenses during the reporting period. Management
has made significant estimates in the determination of the reserve for
workers' compensation expense. These reserves totaled $5,779,000 and
$5,727,000 at fiscal year end 1998 and 1997, respectively. The estimate is
sensitive to change based upon certain factors including healthcare costs, the
Company's experience rate and severity of claims filed. The Company maintains
a stop-loss limit of $300,000 per claim.
Income taxes
The Company recognizes deferred tax assets and liabilities based on the
liability method, which requires an adjustment to the deferred tax asset or
liability to reflect income tax rates currently in effect. When income tax
rates increase or decrease, a corresponding adjustment to income tax expense
is recorded by applying the rate change to the cumulative temporary
differences.
Accounting pronouncements
The Company adopted Statements of Financial Accounting Standards No. 131
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
No. 131") and No. 132 "Employers' Disclosures about Pensions and Other
Postretirement Benefits" ("SFAS No. 132") in the Company's 1998 year-end
disclosure. As a result of SFAS No. 131, the Company reported information
about its two reportable segments: Stores and Foodservice for 1998, 1997 and
1996. The Company also revised its disclosures about pension and other
postretirement benefit plans according to SFAS No. 132. SFAS No. 132 does not
change the measurement or recognition of these plans.
During the first quarter of 1998, the Company adopted the provisions of the
American Institute of Certified Public Accountants ("AICPA") 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.
The Company adopted the provisions of AICPA Statement of Position 98-1,
"Accounting for the costs of Computer Software Developed or Obtained for
Internal Use" during the first quarter of 1998. This statement provides
guidance on accounting for the costs of computer software developed or
obtained for internal use. Adoption of this statement had no material impact
on the Company's consolidated financial statements.
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 material difference between comprehensive
income and net income for the periods presented.
In 1997, the Company adopted Statements of Financial Accounting Standards
No. 128 "Earnings per Share" ("SFAS No. 128") and No. 129 "Disclosure of
Information About Capital Structure" ("SFAS No. 129"). As a result of SFAS No.
128, the Company has presented earnings per share in accordance with SFAS No.
128 for all fiscal years.
30
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
2. Acquisition of Real Property
Effective December 29, 1996, the Company acquired 91 properties and
leasehold interests with a net book value of $71,440,000 from Casino USA and
Casino Realty, which were being operated as Smart & Final stores, offices or
warehouse facilities, for consideration of $76,000,000, consisting of
1,625,000 shares of the Company's common stock, valued at $23.375 per share,
and a total of $38 million in two five-year unsecured promissory notes. Of the
91 properties acquired, 86 were stores and the remaining five were the Vernon
distribution facility and several non-store locations.
Since this transaction was between entities under common control, the
properties have been recorded at the historical carrying cost of Casino USA
and Casino Realty. The difference between the historical carrying cost of the
assets acquired and the consideration issued has been recorded as additional
paid-in capital.
As part of the transaction, the Company was required to assist Casino USA
and Casino Realty with the sale of certain properties, on or before December
31, 1998 that are not being operated as stores for aggregate sales proceeds of
$5.7 million. As of October 1998, the Company had sold ten of the 12 such
properties for $3.9 million. During 1998, the Company fulfilled its remaining
obligation to Casino USA and Casino Realty and purchased the remaining two
properties.
The historical carrying cost of the assets acquired and the value of the
consideration issued is as follows (dollars in thousands):
<TABLE>
<S> <C>
Assets acquired
Land............................................................. $37,817
Building......................................................... 31,194
Leasehold interests.............................................. 2,429
-------
Total assets acquired.......................................... $71,440
=======
Purchase consideration:
Notes payable issued............................................. $38,000
Common stock issued.............................................. 37,984
-------
Total consideration............................................ $75,984
=======
</TABLE>
3. Acquisition of Businesses
On May 15, 1998, the Company acquired the Cash & Carry operating business of
United Grocers, Inc. which included 39 stores operating primarily in the
Pacific Northwest. The purchase price consisted of $42.5 million in cash, plus
a $17.5 million five-year unsecured note. The cash payment was financed by a
bridge loan from the Company's major commercial bank. The results of store
operations for fiscal year 1998 include the results of operations of the
acquired Cash & Carry stores since May 15, 1998. The acquisition has been
accounted for using the purchase method of accounting. The purchase price has
been allocated to assets acquired based on preliminary estimates subject to
change when additional information and studies are completed. The excess of
the aggregate purchase price over the fair market values of the net assets
acquired, of approximately $38.2 million, has been reflected in the balance
sheet as "goodwill" and will be amortized over forty years.
In January 1998, AFD purchased the remaining 10% of the stock of Henry Lee
for $1.9 million. On September 26, 1997, AFD acquired the net assets of two
Florida foodservice distributors, Orlando Foodservice Inc. and Capricorn Foods
of Central Florida, Inc. for a total purchase price of $1.3 million cash and a
$0.5 million note. On September 29, 1997, AFD acquired the net assets of
Southern Foods, a foodservice distributor, for
31
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
$5.0 million in cash. On May 30, 1997, Smart & Final Foodservice purchased the
assets of the Davis Lay, a produce distributor, for $5.0 million cash and a
$0.5 million note.
The Company recorded these acquisitions using the purchase method of
accounting. The total assets acquired from these acquisitions and the results
of operations since the dates of the asset acquisitions are immaterial
relative to the Company's consolidated financial statements.
4. Long-Term Debt
Casino Loan
Effective November 13, 1998, the Company entered into a $55.4 million Loan
Agreement ("Casino Loan") with Casino USA, Inc. The Casino Loan replaced the
Company's two unsecured promissory notes that were issued in conjunction with
the 1996 acquisition of real property from Casino USA, Inc. and Casino Realty,
affiliated parties, that had an outstanding balance of $30.4 million. It also
replaced all then outstanding advances made to the Company from Casino USA,
Inc. and Casino Realty. Interest for this loan is at LIBOR plus 4.50%. The
Casino Loan matures on February 15, 2002. As of January 3, 1999, the LIBOR
rate was 5.08%. The Casino Loan requires that the Company maintain certain
financial ratios. The Company was not in compliance with these covenants at
year end 1998. Casino USA, Inc. has waived the non-compliance until the
Company reports its second quarter 1999 earnings or until August 31, 1999,
whichever occurs first. In conjunction with the completion of the Rights
Offering described below, management will seek to amend the loan agreement.
On December 7, 1998, the Company announced an offering to shareholders of
rights to purchase additional shares of the Company's common stock ("Rights
Offering"). The size of the Rights Offering is planned to be $60 million. Net
proceeds of the offering will be used to reduce outstanding debt of the
Company. Consideration for shares acquired by Casino USA under the offering
will be the exchange of all or a portion of the $55.4 million Casino Loan.
Revolving Loan
Effective November 13, 1998, the Company entered into Senior Secured Credit
Facilities totaling $240 million with a group of banks. The Senior Secured
Credit Facilities include a $150 million Revolving Credit Facility ("Revolving
Loan") and a $90 million Secured Lease Facility ("Secured Lease Facility").
These facilities expire on November 13, 2001. At the Company's option, the
Revolving Loan can be used to support up to $10 million of commercial letters
of credit. The Revolving Loan replaced the Company's $65 million Bridge Loan,
its $50 million unsecured long-term revolving line of credit, and its $50
million short-term unsecured line of credit. The Secured Lease Facility
replaced the Company's three $30 million lease facilities. Borrowings under
the Senior Secured Credit Facilities are collateralized by a security interest
in the Company's receivables, inventory and fixed assets. Interest for these
facilities is at LIBOR, or the Administrative Agent's reference rate, plus
designated amounts. Borrowings of $133.5 million were outstanding under the
Revolving Loan as of January 3, 1999. These facilities require the Company to
maintain certain financial ratios. The Company was not in compliance with
these covenants at year-end 1998. As such, the borrowings under the Revolving
Loan have been reclassified to current liabilities.
As of March 12, 1999, the Company has received a waiver of default of
certain financial covenants under the Senior Secured Credit Facilities, for a
period extending until June 30, 1999. Continuation of the waiver until such
date requires the performance by the Company of certain operating earnings and
financial reporting requirements. The waiver also requires that the Company
file its registration statement for the Rights Offering by April 6, 1999 and
consummate the offering prior to June 30, 1999. Upon completion of the Rights
Offering,
32
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
the Company's overall debt will be reduced, which is expected to help the
Company continue to meet certain financial ratios under the Senior Secured
Credit Facilities. If the Company is not successful in complying with existing
financial covenants, it may be required to renegotiate the terms of its loan
documents or seek another waiver of certain financial requirements.
Other Long-Term Debt
The Company has guaranteed $945,000 of Smart & Final Del Noroeste S.A. de
C.V. debt under a Standby Letter of Credit. The Company has a $120,000 letter
of credit outstanding as of January 3, 1999 relating to self-insurance.
In connection with the acquisition of the Cash & Carry operating business of
United Grocers, Inc. the Company issued a $17.5 million five-year unsecured
note. This note is payable in five annual installments of $2.5 million in each
of 1999, 2000 and 2001 followed by installments of $5.0 million in 2002 and
2003. This note bears interest at 6.5%. Accrued interest is payable quarterly.
Other unsecured notes payable of $3,834,000 and $6,982,000 at fiscal year end
1998 and 1997, respectively bear interest at various rates ranging from 6.5%
to 8.0%. Of these notes payable, $2.9 million is at an interest rate of 7.5%
and is unsecured.
Interest
Interest paid on these notes and bank lines of credit aggregated
$10,042,000, $7,416,000, and $3,627,000 for the fiscal years ended 1998, 1997
and 1996, respectively. The weighted average interest rate for the Company's
variable rate debt for 1998 was 7.81%.
Aggregate future principal payments are as follows:
<TABLE>
<S> <C>
Fiscal Year:
1999........................................................ $138,995,000
2000........................................................ 3,128,000
2001........................................................ 2,673,000
2002........................................................ 60,423,000
2003........................................................ 5,003,000
Subsequent to 2003.......................................... --
------------
$210,222,000
============
</TABLE>
The fair value of the Company's long-term debt, estimated based upon current
interest rates offered for debt instruments of the same remaining maturities,
approximates the carrying amount.
The Company's involvement with derivative financial instruments has been
limited to interest rate collar agreements to limit the impact of interest
rate fluctuations on revolving debt. The Company has entered into interest
rate collar agreements with various banks to hedge principal amounts of up to
$100 million. The agreements limit LIBOR fluctuations to interest rate ranges
from 4.7% to 8.0% and extend to September 2004.
5. Lease Obligations
As of fiscal year end 1998, the Company leased 127 properties directly from
third party lessors, with an average remaining lease term of ten years. The
Company leased 14 store properties, at year-end, under its Secured Lease
Facility. In addition, the Company has eight stores on real property that is
ground leased from third party lessors.
33
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
During fiscal year 1996 and prior, most of the Company's Smart & Final store
facilities were leased under operating leases from either Casino USA or Casino
Realty. Fifty-one properties were leased directly from third party lessors. As
mentioned in Acquisition of Real Property, these properties were acquired by
the Company on December 29, 1996. Late in 1997, the Company sold its owned
combination distribution and office facility and entered into a leaseback with
the purchaser for approximately one year.
On November 13, 1998, the Company entered into a Secured Lease Facility as
mentioned in Long-Term Debt. The Secured Lease Facility provided for the lease
of a distribution center for Smart & Final Foodservice and for store expansion
and distribution facilities in California and Florida. During fiscal years
1998 and 1997, the Company leased assets valued at approximately $71.2 million
and $43.5 million, respectively, under this facility. The related minimum
lease obligation is included in the table below, in accordance with its
original expiration date. Since the Secured Lease Facility is part of the
Senior Secured Financing Facility, and the Company is not in compliance with
certain financial ratios, this obligation may mature in 1999. The Company has
negotiated waivers of non-compliance (See Note 4 "Long-Term Debt--Revolving
Loan") and will seek to amend the Secured Lease Facility to avoid maturity of
the agreement in 1999.
AFD's Miami dry goods warehouse is leased from the former owners of Henry
Lee. The leases contain terms and rates considered to be equivalent to those
available from unrelated third party lessors. The Company guarantees
$1,743,000 of obligations of the former owners of Henry Lee. These obligations
are related to properties leased by Henry Lee.
Lease expense for operating leases included in the accompanying financial
statements is as follows:
<TABLE>
<CAPTION>
Property Leased From
Casino USA or Casino Realty
---------------------------
Subleased Owned Third Party
--------------------------- -----------
<S> <C> <C> <C>
1996............................... $ 7,334,000 $ 9,212,000 $13,954,000
1997............................... -- -- 23,819,000
1998............................... -- -- 32,248,000
</TABLE>
Aggregate minimum future lease payments for real property, as well as
equipment and other property at fiscal year end 1998 are as follows:
<TABLE>
<CAPTION>
Operating Leases Capital Leases
---------------- --------------
<S> <C> <C>
Fiscal Year:
1999..................................... $ 32,518,000 $ 1,442,000
2000..................................... 31,141,000 1,400,000
2001..................................... 99,695,000 1,445,000
2002..................................... 21,221,000 1,468,000
2003..................................... 20,263,000 1,444,000
Subsequent to 2003....................... 159,529,000 5,694,000
------------ -----------
Future minimum lease payments.............. $364,367,000 12,893,000
============
Less amount representing interest........................... 4,723,000
-----------
Present value of future lease payments...................... $ 8,170,000
===========
</TABLE>
Capital lease obligations vary in amount with interest rates ranging from
7.50% to 12.00%. Interest paid relating to capital leases aggregated $882,000
and $763,000 for fiscal years ended 1998 and 1997, respectively.
34
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
6. Retirement Plans
Defined benefit plans
Smart & Final has a noncontributory pension plan covering substantially all
full time employees, except for those employees of AFD. The Company funds this
plan with annual contributions as required by the Employee Retirement Income
Security Act of 1974 (ERISA). Plan assets are held by the Trustee, and consist
of a diversified portfolio of fixed-income investments and equity securities,
including U.S. Government instruments, corporate bonds, money market funds and
common stock.
Effective January 1, 1998 the Company adopted a noncontributory supplemental
executive retirement plan ("SERP") which provides supplemental income payments
for certain Company officers in retirement. The Company has invested in
corporate owned life insurance policies to provide these benefits.
The following tables set forth the changes in benefit obligation and plan
assets of these plans for 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Change in Benefit Obligation
Benefit obligation at beginning of year........ $37,079,000 $30,794,000
Obligation under new plan...................... -- 2,062,000
Service cost................................... 1,829,000 1,285,000
Interest cost.................................. 2,759,000 2,362,000
Actuarial loss................................. 3,132,000 1,600,000
Benefits paid.................................. (1,970,000) (1,024,000)
----------- -----------
Benefit obligation at end of year.............. 42,829,000 37,079,000
----------- -----------
Change in Plan Assets
Fair value of plan assets at beginning of
year.......................................... 29,299,000 23,989,000
Actual return on plan assets................... 5,160,000 4,656,000
Employer contribution.......................... 2,684,000 1,678,000
Benefits paid.................................. (1,970,000) (1,024,000)
----------- -----------
Fair value of plan assets at end of year....... 35,173,000 29,299,000
----------- -----------
Funded Status.................................. (7,656,000) (7,780,000)
Unrecognized prior service cost................ 3,509,000 3,844,000
Unrecognized net transition obligation......... 489,000 588,000
Unrecognized actuarial loss.................... 1,874,000 1,215,000
----------- -----------
Accrued benefit cost......................... $(1,784,000) $(2,133,000)
=========== ===========
</TABLE>
The weighted average assumptions used in accounting for these plans at year
end 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Discount rate.................................................. 6.75% 7.25%
Rate of increase in compensation levels........................ 4.00% 4.00%
Expected long-term rate of return on plan assets............... 9.00% 9.00%
</TABLE>
35
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The net periodic benefit cost for fiscal years 1998, 1997, and 1996 includes
the following components:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Service cost component.............. $ 1,829,000 $ 1,285,000 $ 1,196,000
Interest cost component............. 2,759,000 2,362,000 2,169,000
Expected return on plan assets...... (2,685,000) (2,163,000) (1,913,000)
Amortization of prior service cost.. 335,000 214,000 214,000
Amortization of transition
obligation......................... 98,000 98,000 98,000
----------- ----------- -----------
Net expense....................... $ 2,336,000 $ 1,796,000 $ 1,764,000
=========== =========== ===========
</TABLE>
The Company contributes to a multi-employer pension plan administered by a
trustee on behalf of its 100 union employees. Contributions to this plan are
based upon negotiated labor contracts. Information relating to benefit
obligations and fund assets as they may be allocable to the Company at January
3, 1999 is not available. Pension expense for this plan was $330,000 for 1998.
Defined contribution plans
Smart & Final offers all full time employees participation in defined
contribution plans ("the 401(k) Savings Plans") which are qualified under the
requirements of Section 401(k) of the Internal Revenue Code of 1986, as
amended. The 401(k) Savings Plans allow participants to contribute for fiscal
year 1998 up to 15% of their compensation or $10,000, whichever is lower.
Smart & Final will automatically match 25% of each dollar contributed up to 6%
of the participant's compensation. Additionally, Smart & Final may at its
discretion match up to an additional 75% of each dollar contributed up to 6%
of the participants' compensation if Smart & Final exceeds certain financial
and profitability goals. Smart & Final provided an additional 25%
discretionary match in fiscal year 1996 and provided no additional match in
1997 or 1998. Smart & Final has provided $708,000, $713,000, and $1,231,000
for contributions to the 401(k) Savings Plans for fiscal years 1998, 1997, and
1996, respectively.
The Company also maintains similar plans for its Smart & Final Foodservice
and Henry Lee subsidiaries, and for its Cash & Carry division.
Deferred compensation plan
Effective January 1, 1995, the Company adopted a nonqualified deferred
compensation program which permits key employees and directors to annually
elect individually to defer up to 100% of their current year compensation
until retirement. The retirement benefit to be provided is a function of the
amount of compensation deferred. The Company has invested in corporate owned
life insurance policies with death benefits aggregating to $21,015,000, and
$14,483,000 as of fiscal year end 1998 and 1997, respectively. The cash
surrender value of these policies amount to $3,160,000 and $1,778,000 as of
fiscal year end 1998 and 1997, respectively. The Company anticipates that this
plan will have no material financial impact to the consolidated financial
statements.
7. Postretirement and Postemployment Benefit Obligations
Smart & Final provides certain health care benefits for retired employees.
Substantially all of Smart & Final's full time employees may become eligible
for those benefits if they reach retirement age while still working for the
Company. Benefits are limited to the lesser of actual cost for the medical
coverage selected or a defined dollar benefit based on years of service. In
addition, on a postemployment basis, the Company provides certain disability-
related benefits to its employees.
36
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
All plans are defined benefit plans and the reconciliation of benefit
obligation and plan assets for 1998 and 1997 are aggregated as follows:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Change in Benefit Obligation
Benefit obligation at beginning of year....... $ 10,365,000 $ 9,758,000
Service cost.................................. 236,000 234,000
Interest cost................................. 705,000 685,000
Actuarial loss................................ 286,000 208,000
Benefits paid................................. (550,000) (520,000)
------------ ------------
Benefit obligation at end of year........... 11,042,000 10,365,000
------------ ------------
Funded Status................................. (11,042,000) (10,365,000)
Unrecognized actuarial loss................... (4,142,000) (4,972,000)
------------ ------------
Accrued benefit cost........................ $(15,184,000) $(15,337,000)
============ ============
</TABLE>
The weighted average discount rate used in accounting for these plans at
year end 1998 and 1997 was 6.75% and 7.25%, respectively.
The accumulated postretirement benefit obligation is reflected on the fiscal
year end 1998 balance sheet as a current liability of $1.0 million and a long
term portion of $14.2 million. For measurement purposes, a 10.5% and 11.0%
annual rate of increase in the per capita cost of covered claims was assumed
for 1998 and 1997, respectively; the rate is assumed to decrease by 0.5% per
year for nine years until an ultimate rate of 6% is reached and remains at
that level thereafter.
The expense for postretirement benefits for fiscal years 1998, 1997 and 1996
includes the following components:
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Service cost component.................... $ 236,000 $ 234,000 $ 222,000
Interest cost component................... 705,000 685,000 689,000
Amortization of loss...................... (266,000) (282,000) (270,000)
--------- --------- ---------
Net postretirement benefit expense...... $ 675,000 $ 637,000 $ 641,000
========= ========= =========
</TABLE>
The Company offers a defined dollar benefit plan providing a maximum fixed
dollar amount of coverage which does not increase with medical inflation. A
one-percentage-point change in assumed health care cost trend rates would have
the following effects:
<TABLE>
<CAPTION>
1-Percentage- 1-Percentage-
Point Increase Point Decrease
-------------- --------------
<S> <C> <C>
Effect on total of service and interest
cost components of net periodic expense.. $ 34,000 $ (37,000)
Effect on accumulated postretirement
benefit obligation....................... 405,000 (430,000)
</TABLE>
37
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
8. Income Taxes
A reconciliation between the federal statutory income tax rate and the
Company's effective tax rate consists of the following:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ---------- -----------
<S> <C> <C> <C>
Income tax at federal statutory
rate.............................. $(4,132,000) $2,735,000 $13,725,000
State income taxes, net of federal
tax benefit....................... (709,000) 448,000 2,373,000
Revitalization zone credit......... -- (884,000) (960,000)
Other.............................. 444,000 (359,000) (280,000)
----------- ---------- -----------
Income taxes....................... $(4,397,000) $1,940,000 $14,858,000
=========== ========== ===========
</TABLE>
The Company's provision for income taxes consists of the following:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ---------- -----------
<S> <C> <C> <C>
Current
Federal............................. $(1,535,000) $3,520,000 $11,632,000
State............................... (369,000) (780,000) 1,906,000
----------- ---------- -----------
(1,904,000) 2,740,000 13,538,000
Deferred
Federal............................. (2,493,000) (800,000) 1,320,000
----------- ---------- -----------
Income taxes........................ $(4,397,000) $1,940,000 $14,858,000
=========== ========== ===========
</TABLE>
A deferred tax liability or asset is recognized for the tax consequences of
temporary differences in the timing of the recognition of revenues and
expenses for financial and tax reporting purposes. The components of the net
deferred income tax asset consist of the following:
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Property, plant and equipment depreciation
differences.................................... $ (5,716,000) $(5,989,000)
Employee benefits including postretirement and
postemployment reserves........................ 10,360,000 9,871,000
Operating reserves and accruals................. 10,597,000 8,807,000
Other........................................... -- 59,000
------------ -----------
Net deferred tax asset........................ $ 15,241,000 $12,748,000
============ ===========
</TABLE>
The deferred tax asset is reflected on the fiscal year end 1998 balance
sheet as a current asset of $11.5 million and a long-term portion of $3.7
million.
A tax benefit of $183,000 and $1,776,000 associated with the Company's stock
option plan has been credited to additional paid-in capital in 1998 and 1997,
respectively.
The Company and Casino USA are parties to a tax sharing arrangement covering
income tax obligations in the state of California. Under this arrangement, the
Company has made tax sharing payments to, or received benefits from, Casino
USA, based upon pre-tax income for financial reporting purposes adjusted for
certain agreed upon items. Tax sharing benefits received by the Company from
Casino USA were $705,000 in 1998 and tax sharing and termination payments made
by the Company to Casino USA were $2,353,000 and $2,560,000 in 1997 and 1996,
respectively. Federal income taxes paid during 1998, 1997, and 1996 were
$250,000, $11,575,000, and $11,155,000, respectively.
38
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
9. Related Party Transactions
Intercompany services
The Company performs various services for Casino USA and Casino Realty.
These services include various administrative functions including accounting,
human resources, and systems development work, the cost of which has been
charged to the benefited affiliated company. These charges amounted to
$285,000, $300,000, and $402,000 for the fiscal years 1998, 1997, and 1996,
respectively. It is anticipated that the Company will continue to provide
these administrative services to its affiliates at its estimated cost.
Charges among affiliates result from an undertaking to provide the
respective service in the most cost-effective manner, taking advantage of each
entity's internal administrative structure. Management believes that the
allocation method is reasonable. Intercompany charges for each period are
settled in the following period.
Intercompany interest charges
Intercompany interest charges from affiliates were $1,064,000, $563,000 and
$161,000 during 1998, 1997, and 1996, respectively. These charges relate to
intercompany advances from affiliates. In November 1998, the Casino Loan
replaced the outstanding advances with affiliates of $23,734,000. The
outstanding advances as of fiscal year end 1997 and 1996 were $21,001,000 and
$5,960,000, respectively.
Other related party transactions
During 1997, the Company's former President and Chief Executive Officer
borrowed $29,965 from the Company by a note dated October 22, 1997. The note
is secured by his deferred compensation account. The note bears interest at 8%
per year and the entire balance and accrued interest on the note is due on
October 21, 2002.
10. Employment/Consulting Agreements
On December 1, 1998, the Company announced the retirement in January, 1999
of its Chairman and Chief Executive Officer and the appointment of his
replacement. Throughout 1998 and until his retirement, the Chairman and CEO
was compensated pursuant to an employment agreement which terminates upon his
retirement. The Company also has a consulting arrangement with its now former
Chairman which provides for his services for a 10 year period expiring in
2004. Two other employment agreements were also in effect during 1998 with
principal executive officers. These agreements contain provisions for base
salary and bonuses, and expire during fiscal year 2000. Annual payments under
these agreements were approximately $1,641,000 in 1998 and will total
approximately $1,213,000 in fiscal 1999.
Since 1994, the Company has had a consulting agreement with an affiliate of
the former minority shareholder of Henry Lee which expired during fiscal year
1998. In early 1998 the Company entered into a Consulting Agreement with
Edward I. Sternlieb, former President of Henry Lee, which expires at the end
of 1999. Annual payments under these agreements were approximately $100,000 in
1998 and will total approximately $50,000 in fiscal 1999.
In early 1998, the Company entered into a Separation Agreement effective May
1, 1998 with its former President and Chief Executive Officer, Roger M.
Laverty, III. The Separation Agreement provides for cash payments and
continuation of certain Company benefits including health insurance and stock
options for a period of 36 months. Annual cash payments under the Separation
Agreement were approximately $489,000 in fiscal 1998 and will total
approximately $733,000 in fiscal 1999.
39
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
11. Common Stock
Pursuant to an agreement dated March 7, 1989, ("Agreement"), the Company's
former Chairman is obligated to purchase 100,000 common shares by 1999. The
purchase price was equal to the Company's book value per share, as of the end
of the fiscal year immediately preceding the fiscal year of purchase. This
agreement has been accounted for as a variable plan. Compensation expense is
computed based on the changes in the market value of the Company's common
stock during the fiscal year over the changes in the stock purchase price.
Compensation expense associated with this agreement aggregated $36,000 for
fiscal year 1996. At December 29, 1996 the agreement was amended to establish
a fixed purchase price of $8.90 per share.
During 1997, the Company adopted a Long-Term Equity Compensation Plan, under
which 1,270,000 shares of common stock are available for award as stock
options, stock appreciation rights, restricted stock awards, performance units
or performance shares. During fiscal year 1998 and 1997, the Company issued
4,600 shares and 86,100 shares, respectively of restricted stock under this
plan. Compensation expense is computed based on the market price on the grant
date. Compensation expense associated with the restricted stock was $167,000
and $208,000 in fiscal years 1998 and 1997, respectively.
On December 7, 1998, the Company announced an offering to shareholders of
rights to purchase additional shares of the Company's common stock. The size
of the offering is planned to be $60 million. Net proceeds of the offering
will be used to reduce outstanding debt of the Company. Consideration for
shares acquired by Casino USA under the offering will be the exchange of all
or a portion of the $55.4 million Casino Loan.
12. Stock Options
In addition to options available under the Long-Term Equity Compensation
Plan, the Company has a Stock Incentive Plan. During 1997, the Stock Incentive
Plan was amended to increase the maximum amount of shares for which options
may be granted to 2,450,000 shares from 2,250,000 shares of the Company's
common stock. Option prices under both plans may be established by the
compensation committee of the Board of Directors at no less than 85% of the
fair market value of the common stock at the time the option is granted.
Options for officers and directors granted at the time of the Company's
initial public offering were granted at 85% of fair market value. Options for
directors elected subsequent to the Company's initial public offering and
options granted to officers and management have been granted at fair market
value at the time of grant. Options currently granted under these plans will
vest over a 4-year period and may be exercised for up to 10 years from the
date of grant.
A summary of changes in the shares under option follows:
<TABLE>
<CAPTION>
Weighted
Shares Average Price
--------- -------------
<S> <C> <C>
Shares under option at fiscal year end 1995...... 2,015,250 $13.56
--------- ------
Fiscal year 1996:
Options granted.................................. 126,400 $22.07
Options exercised................................ (84,728) 12.50
Options canceled................................. (59,695) 11.92
--------- ------
Shares under option at fiscal year end 1996...... 1,997,227 14.19
--------- ------
Shares exercisable at fiscal year end 1996....... 945,629 12.34
</TABLE>
40
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Weighted
Shares Average Price
--------- -------------
<S> <C> <C>
Fiscal year 1997:
Options granted................................... 499,057 $21.33
Options exercised................................. (405,131) 12.68
Options canceled.................................. (54,309) 16.79
--------- ------
Shares under option at fiscal year end 1997....... 2,036,844 16.17
--------- ------
Shares exercisable at fiscal year end 1997........ 964,616 13.33
Fiscal year 1998:
Options granted................................... 809,750 $15.69
Options exercised................................. (92,967) 13.60
Options canceled.................................. (280,200) 18.06
--------- ------
Shares under option at fiscal year end 1998....... 2,473,427 15.90
--------- ------
Shares exercisable at fiscal year end 1998........ 1,292,017 14.07
</TABLE>
Stock options outstanding at January 3, 1999 are as follows:
<TABLE>
<CAPTION>
Number
Outstanding Weighted Average
as of Remaining Weighted Average
Range of Exercise Prices 1/3/99 Contractual Life Exercise Price
------------------------ ----------- ---------------- ----------------
<S> <C> <C> <C>
$10.1880-$10.4380.......... 205,000 9.71 $10.2111
$10.7700................... 351,750 2.45 10.7700
$13.0000-$13.8750.......... 24,997 5.11 13.1050
$14.0000................... 503,262 5.12 14.0000
$14.5000-$16.7500.......... 249,766 5.95 15.7446
$17.5000................... 46,267 6.71 17.5000
$17.6250................... 451,400 9.12 17.6250
$17.8750-$20.7500.......... 266,500 7.93 18.6160
$21.1250-$23.0000.......... 349,301 8.33 22.3676
$23.6250................... 25,184 7.69 23.6250
--------- ---- --------
$10.1880-$23.6250.......... 2,473,427 6.75 $15.8978
</TABLE>
Stock options exercisable as of January 3, 1999 are as follows:
<TABLE>
<CAPTION>
Weighted
Number Average
Range of Exercise Prices Exercisable Exercise Price
------------------------ ----------- --------------
<S> <C> <C>
$10.1880-$10.4380............................. -- --
$10.7700...................................... 351,750 $10.7700
$13.0000-$13.8750............................. 24,997 13.1050
$14.0000...................................... 503,262 14.0000
$14.5000-$16.7500............................. 199,575 15.6032
$17.5000...................................... 30,406 17.5000
$17.6250...................................... 100,000 17.6250
$17.8750-$20.7500............................. 64,781 18.6730
$21.1250-$23.0000............................. 8,624 22.1904
$23.6250...................................... 8,622 23.6250
--------- --------
$10.1880-$23.6250............................. 1,292,017 $14.0671
</TABLE>
41
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Common stock shares available for future grant under the Stock Incentive
Plan at fiscal year end 1998, 1997 and 1996 were 118,398, 86,904 and 27,295,
respectively. Shares of common stock available for future award under the
Long-Term Equity Compensation Plan at fiscal year end 1998 and 1997 were
308,700 and 879,543, respectively.
The fair value of each option grant was estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Dividend yield....................... 1.1% 1.0% 1.0%
Expected volatility.................. 32% 24% 22%
Risk-free interest rates............. 4.7% 5.7% 6.6%
Weighted average expected lives
Executives......................... 4.96 years 5.06 years 3.75 years
Non executives..................... 4.55 years 4.53 years 4.16 years
Weighted-average fair value of
options granted..................... $ 4.79 $ 6.04 $ 5.89
</TABLE>
The Company accounts for options under these plans under Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees."
Compensation expense related to options issued has been fully amortized at
fiscal year end 1995. Had compensation costs for these plans been determined
under SFAS No. 123, "Accounting For Stock-Based Compensation," proforma net
income (loss) and earnings (loss) per share would have been $(9,905,000) and
$(0.44), respectively for fiscal year 1998; $6,016,000 and $0.26, respectively
for fiscal year 1997; and $24,017,000 and $1.13, respectively for fiscal year
1996. The impact of applying SFAS No. 123 in this proforma disclosure is not
necessarily indicative of the effect on income in the future. SFAS No. 123
does not apply to awards granted prior to 1995. The Company anticipates making
additional stock-based compensation awards in the future.
13. Earnings per Common Share
Earnings per common share is computed on the basis of the weighted average
number of shares of common stock outstanding each year. Common stock
equivalents relate to the employee stock options and a stock purchase
agreement.
Earnings per common share computation:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ---------- -----------
<S> <C> <C> <C>
Numerator:
Net Income (Loss).................. $(8,659,000) $6,636,000 $24,334,000
=========== ========== ===========
Denominator:
Weighted average common shares
outstanding....................... 22,474,048 22,158,673 20,309,555
=========== ========== ===========
Earnings (loss) per common share..... $ (0.39) $ 0.30 $ 1.20
=========== ========== ===========
</TABLE>
42
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Earning per common share, assuming dilution computation:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ---------- -----------
<S> <C> <C> <C>
Numerator:
Net Income (Loss).................... $(8,659,000) $6,636,000 $24,334,000
=========== ========== ===========
Denominator:
Weighted average common shares
outstanding......................... 22,474,048 22,158,673 20,309,555
Dilutive effect of stock options
outstanding......................... 121,657 594,660 896,571
----------- ---------- -----------
Weighted average common shares,
assuming dilution................... 22,595,705 22,753,333 21,206,126
=========== ========== ===========
Earnings (loss) per common share,
assuming dilution..................... $ (0.38) $ 0.29 $ 1.15
=========== ========== ===========
</TABLE>
14. Segment Reporting
The Company has two reportable segments: Stores and Foodservice. The stores
segment provides food and related items in bulk sizes and quantities through
non-membership grocery warehouse stores. The foodservice distribution segment
provides delivery of food, restaurant equipment and supplies to mainly
restaurant customers and Smart & Final stores. Corporate expense is comprised
of primarily the Company's corporate expenses incidental to the activities of
the reportable segments and rental income from Smart & Final Stores. The
Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
segment requires different technology and marketing strategies.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on profit or loss from operations before income taxes not
including nonrecurring gains and losses.
The revenues, profit or loss and other information of each segment are as
follows, amounts in thousands:
<TABLE>
<CAPTION>
Corporate
Stores Foodservice Expense Total
---------- ----------- --------- ----------
<S> <C> <C> <C> <C>
For fiscal year 1998:
Revenues from external
customers...................... $1,205,618 $456,011 $ -- $1,661,629
Intercompany real estate charge
(income)....................... 13,801 -- (13,801) --
Interest income................. -- -- 448 448
Interest expense................ -- -- 13,752 13,752
Depreciation and amortization... 20,353 6,044 2,956 29,353
Equity in net income of
unconsolidated subsidiaries.... -- -- 187 187
Pre-tax income (loss)........... 23,148 (18,057) (17,244) (12,153)
Income taxes (benefit).......... -- -- (4,397) (4,397)
Accounting change............... -- -- 1,090 1,090
For fiscal year 1997:
Revenues from external
customers...................... 1,048,966 404,054 -- 1,453,020
Intercompany real estate charge
(income)....................... 13,976 -- (13,976) --
Interest income................. -- -- 715 715
Interest expense................ -- -- 8,832 8,832
Depreciation and amortization... 17,911 4,442 3,408 25,761
Equity in net income of
unconsolidated subsidiaries.... -- -- 200 200
Pre-tax income (loss)........... 21,880 (8,596) (5,471) 7,813
Income taxes.................... -- -- 1,940 1,940
</TABLE>
43
<PAGE>
SMART & FINAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Corporate
Stores Foodservice Expense Total
-------- ----------- --------- ----------
<S> <C> <C> <C> <C>
For fiscal year 1996
Revenues from external customers... $992,470 $310,091 $ -- $1,302,561
Interest income.................... -- -- 501 501
Interest expense................... -- -- 3,874 3,874
Depreciation and amortization...... 16,373 3,300 209 19,882
Equity in net income of
unconsolidated subsidiaries....... -- -- 221 221
Pre-tax income (loss).............. 39,979 6,764 (7,528) 39,215
Income taxes....................... -- -- 14,858 14,858
</TABLE>
The only foreign operation is the joint venture in Mexico which is reported
on the equity basis of accounting.
15. Advertising Expense
The Company expenses the costs of advertising as incurred. Total advertising
expense was $15.4 million, $14.2 million and $13.6 million in 1998, 1997 and
1996, respectively.
16. Legal Actions
The Company has been named as defendant in various legal actions 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 a
material effect on the Company's financial position or results of operations.
17. Special Charge
During the fourth quarter of 1997, the Company decided to close two Florida
stores, replace certain distribution software systems, and reorganize the
Company. An $8.9 million provision was recorded to write down related store
assets and computer software to estimated realizable values and to accrue for
related lease and severance obligations. As of January 3, 1999, this reserve
had a balance of $3.6 million.
44
<PAGE>
SMART & FINAL INC.
SUMMARY OF QUARTERLY RESULTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Fiscal year 1998(A)
------------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
12 Weeks 12 Weeks 16 Weeks 12 Weeks(C) 52 Weeks
----------- ----------- ----------- ----------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Sales.................... $ 334,278 $ 380,577 $ 546,434 $ 400,340 $1,661,629
Cost of sales, buying and
occupancy............... 294,538 332,697 473,566 355,140 1,455,941
---------- ---------- ---------- ---------- ----------
Gross margin............. 39,740 47,880 72,868 45,200 205,688
Operating and
administrative
expenses................ 39,418 43,458 59,619 62,042 204,537
---------- ---------- ---------- ---------- ----------
Income (loss) from
operations.............. 322 4,422 13,249 (16,842) 1,151
Interest expense, net.... 2,128 2,438 4,044 4,694 13,304
---------- ---------- ---------- ---------- ----------
Income (loss) before
income taxes and
cumulative effect of
accounting change....... (1,806) 1,984 9,205 (21,536) (12,153)
Income taxes............. (780) 753 3,573 (7,943) (4,397)
---------- ---------- ---------- ---------- ----------
Income (loss) from
consolidated
subsidiaries............ (1,026) 1,231 5,632 (13,593) (7,756)
Equity earnings in
unconsolidated
subsidiary.............. 130 57 3 (3) 187
---------- ---------- ---------- ---------- ----------
Income (loss) before
cumulative effect of
accounting change....... (896) 1,288 5,635 (13,596) (7,569)
Cumulative effect of
accounting change
(start-up costs, net of
tax effect of $758)..... 1,090 -- -- -- 1,090
---------- ---------- ---------- ---------- ----------
Net Income (loss)........ $ (1,986) $ 1,288 $ 5,635 $ (13,596) $ (8,659)
========== ========== ========== ========== ==========
Earnings (loss) per
common share:
Earnings (loss) per
common share before
cumulative effect of
accounting change..... $ (0.04) $ 0.06 $ 0.25 $ (0.60) $ (0.34)
Cumulative effect of
accounting change per
common share.......... (0.05) -- -- -- (0.05)
---------- ---------- ---------- ---------- ----------
Earnings (loss) per
common share............ $ (0.09) $ 0.06 $ 0.25 $ (0.60) $ (0.39)
========== ========== ========== ========== ==========
Weighted average common
shares.................. 22,395,653 22,446,511 22,513,649 22,527,179 22,474,048
========== ========== ========== ========== ==========
Earnings (loss) per
common share, assuming
dilution:
Earnings (loss) per
common share, assuming
dilution, before
cumulative effect of
accounting change..... $ (0.04) $ 0.06 $ 0.25 $ (0.60) $ (0.33)
Cumulative effect of
accounting change per
common share.......... (0.05) -- -- -- (0.05)
---------- ---------- ---------- ---------- ----------
Earnings (loss) per
common share, assuming
dilution................ $ (0.09) $ 0.06 $ 0.25 $ (0.60) $ (0.38)
========== ========== ========== ========== ==========
Weighted average common
shares and common
share equivalents(B).... 22,395,653 22,865,913 22,594,482 22,527,179 22,595,705
========== ========== ========== ========== ==========
</TABLE>
- --------
(A) 1998 fiscal year consists of twelve week periods in the first, second and
fourth quarters, and one sixteen week period in the third quarter.
(B) The weighted average shares includes the common stock equivalents related
to employee stock options and a stock purchase agreement.
(C) Includes year end adjustments. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".
45
<PAGE>
SMART & FINAL INC.
SUMMARY OF QUARTERLY RESULTS OF OPERATIONS--(Continued)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Fiscal year 1997(A)
-----------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
12 Weeks 12 Weeks 16 Weeks 13 Weeks(C) 53 Weeks
----------- ---------- ---------- ----------- ----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Sales................... $ 306,984 $ 334,948 $ 442,522 $ 368,566 $1,453,020
Cost of sales, buying
and occupancy.......... 262,397 285,250 381,236 329,474 1,258,357
---------- ---------- ---------- ---------- ----------
Gross margin............ 44,587 49,698 61,286 39,092 194,663
Operating and
administrative
expenses............... 34,827 37,177 47,746 50,099 169,849
Special charges......... -- -- -- 8,884 8,884
---------- ---------- ---------- ---------- ----------
Income (loss) from
operations........... 9,760 12,521 13,540 (19,891) 15,930
Interest expense,
net.................. 1,537 1,727 2,613 2,240 8,117
---------- ---------- ---------- ---------- ----------
Income (loss) before
income taxes and
minority share of net
income (loss).......... 8,223 10,794 10,927 (22,131) 7,813
Income taxes............ 3,235 4,043 4,227 (9,565) 1,940
Minority share of net
income (loss).......... 106 10 (140) (539) (563)
---------- ---------- ---------- ---------- ----------
Income (loss) from
consolidated
subsidiaries........... 4,882 6,741 6,840 (12,027) 6,436
Equity earnings in
unconsolidated
subsidiary............. 100 100 -- -- 200
---------- ---------- ---------- ---------- ----------
Net income (loss)....... $ 4,982 $ 6,841 $ 6,840 $ (12,027) $ 6,636
========== ========== ========== ========== ==========
Earnings (loss) per
common share........... $ 0.22 $ 0.31 $ 0.31 $ (0.54) 0.30
========== ========== ========== ========== ==========
Weighted average common
shares................. 21,995,285 22,054,168 22,196,781 22,359,055 22,158,673
========== ========== ========== ========== ==========
Earnings (loss) per
common share, assuming
dilution............... $ 0.22 $ 0.30 $ 0.30 $ (0.54) $ 0.29
========== ========== ========== ========== ==========
Weighted average common
shares and common share
equivalents(B)......... 22,822,384 22,763,837 23,104,109 22,359,055 22,753,333
========== ========== ========== ========== ==========
</TABLE>
- --------
(A) 1997 fiscal year consists of twelve week periods in the first and second
quarters, sixteen week period in the third quarter and thirteen week
period in the fourth quarter.
(B) The weighted average shares includes the common stock equivalents related
to employee stock options and a stock purchase agreement.
(C) Includes year end adjustments of $6.0 million related to reserves for
doubtful accounts and inventories review.
46
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
47
<PAGE>
PART III
The information required by Part III of Form 10-K (Items 10-13) is set forth
in the Company's definitive Proxy Statement (the "Proxy Statement") for its
Annual Meeting of Stockholders to be held on May 11, 1999, which will be filed
with the Securities and Exchange Commission pursuant to Regulation 14A within
120 days of the Company's last fiscal year end. For Item 10, Directors and
Executive Officers of the Registrant, the sections of the Proxy Statement
entitled "Nominees," "Continuing Directors," "Executive Officers" and "Section
16(a) Beneficial Ownership Reporting Compliance" are incorporated herein by
this reference. For Item 11, Executive Compensation, the sections of the Proxy
Statement entitled "Executive Compensation," "Compensation Committee
Interlocks and Insider Participation," and "Compensation of Directors" are
incorporated herein by this reference. For Item 12, Security Ownership of
Certain Beneficial Owners and Management, the section of the Proxy Statement
entitled "Security Ownership of Certain Beneficial Owners and Management" is
incorporated herein by this reference. For Item 13, "Certain Relationships and
Related Transactions," the section of the Proxy Statement entitled
"Compensation Committee Interlocks and Insider Participation" is incorporated
herein by this reference.
48
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants................................... 23
Consolidated Balance Sheets................................................ 24
Consolidated Statements of Operations...................................... 25
Consolidated Statements of Stockholders' Equity............................ 26
Consolidated Statements of Cash Flows...................................... 27
Notes to Consolidated Financial Statements................................. 28
Supplementary Data--Summary of Quarterly Results of Operations............. 45
</TABLE>
(a)(2) Financial Statement Schedules:
<TABLE>
<S> <C>
Report of Independent Public Accountants.................................... 58
II--Valuation and Qualifying Accounts....................................... 59
</TABLE>
All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements and notes thereto.
(a)(3) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
3.1 Certificate of Incorporation of the Company, including all amendments
thereto(6)
3.2 Bylaws of the Company, including all amendments thereto(6)
10.1 [Intentionally Blank]
10.2 Loan Agreement, dated January 24, 1995, between First Interstate Bank
of California and the Company, as renewed(12)
10.3 Amended and Restated Employment Agreement, dated June 1, 1991, between
Mr. Emmons and the Company(1), as amended*(21)
10.4 [Intentionally Blank]
10.5 Agreement Terminating Partnership Equivalency Program for Robert
Emmons, dated June 1, 1991, by and among Mr. Emmons, Casino USA and
Casino France(1)
10.6 Stock Purchase Agreement, dated March 7, 1989, by and among Mr.
Emmons, Casino USA, Casino France and the Company(1), as amended
(16)(21)*
10.7 Stock Purchase Agreement, dated as of November 5, 1990, by and among
American Foodservice Distributors, Casino USA and Mr. Del Prete, et
al.(1)
10.8 [Intentionally Blank]
10.9 Lease, dated June 3, 1991, by and between Casino Realty and S&F
Stores(1)
10.10 Form of Master Lease with Casino Realty as lessor(1)
10.11 Form of Master Sublease with either Casino USA or Casino Realty as
sublessor(1)
10.12 Form of Lease between lessor and Port Stockton(1)
10.13 Lease by and between ADP Properties and Port Stockton, dated May 14,
1990(1)
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.14 Amendment to Leases, dated November 5, 1990, by and between Mr. Del
Prete, Miner Avenue and Nancy L. Del Prete, and Port Stockton(1)
10.15 Description of Certain Management Compensatory Plans and Arrangements*
10.16 Amended and Restated Stock Incentive Plan of the Company*(21)
10.17 Smart & Final Pension Plan, as amended(12)*
10.18 Adoption Agreement #004, Nonstandardized Profit Sharing Plan for Port
Stockton, dated August 28, 1990(1)
10.19 Guaranty of Casino USA, dated as of June 7, 1991(1)
10.20 Smart & Final Amended and Restated 401(k) Savings Plan(12)*
10.21 Registration Rights Agreement, dated August 6, 1991, by and among the
Company, Casino USA and Mr. Emmons(3), as amended(16)*
10.22 Tax Termination Agreement, dated as of August 6, 1991, by and between
the Company and Casino USA, as amended (including as an exhibit
thereto the Tax Sharing Agreement, dated as of November 5, 1984, by
and between the Company and Casino USA, as amended)(6)
10.23 Adoption Agreement #008, Nonstandardized Code (S)401(k) Profit Sharing
Plan for Port Stockton, dated August 4, 1992(12)
10.24 Intercompany Agreement, dated August 6, 1991, by and between Casino
USA, Casino Realty, Inc. and the Company(3)
10.25 Truck Lease and Service Agreement, dated December 13, 1991, between
Smart & Final and Ryder Truck Rental, Inc.(2)
10.26 Agreement to Sell and Purchase Real Property and Escrow Instructions
By and Between Mr. Del Prete, individually and doing business as "ADP
Properties," and Mrs. Del Prete and Port Stockton Food Distributors,
Inc., dated August 25, 1992(4)
10.27 Agreement to Sell and Purchase Real Property and Escrow Instructions
By and Between Mr. Del Prete and Port Stockton Food Distributors,
Inc. dated August 25, 1992(4)
10.28 Employment Agreement between the Company and Mr. Laverty(16)*
10.29 Employment Agreement between the Company and Mr. Lynch(17)*
10.30 Severance Agreement between the Company and Mr. Alvarado(5)*
10.31 Severance Agreement between the Company and Mr. Chiavelli(5)*
10.32 [Intentionally Blank]
10.33 [Intentionally Blank]
10.34 Severance Agreement between the Company and Mr. Goneau(5)*
10.35 Severance Agreement between the Company and Mr. Griffin(5)*
10.36 Stock Purchase Agreement dated November 8, 1994, among the Company,
Sternlieb Family Investments, Ltd., and Edward I. Sternlieb, Henry
Sternlieb and Rose Sternlieb(8)
10.37 Severance Agreement between the Company and Mr. Magruder(5)*
10.38 Severance Agreement between the Company and Mr. Martin(5)*
10.39 Severance Agreement between the Company and Ms. Mullins(5)*
10.40 Severance Agreement between the Company and Mr. Shah(5)*
10.41 Severance Agreement between the Company and Mr. Taylor(5)*
10.42 Deferred Compensation Agreement between the Company and Mr.
Laverty(6)*
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.43 Deferred Compensation Agreement between the Company and Mr. Lynch(6)*
10.44 Non-Negotiable Promissory Note dated November 8, 1994, of the Company
for the benefit of Sternlieb Family Investments, Ltd.(8)
10.45 Stockholders' Agreement dated as of November 8, 1994, among the
Company, Sternlieb Family Investments, Ltd. and Henry Lee(8)
10.46 Employment Agreement dated as of November 8, 1994, between Henry Lee
and Edward I. Sternlieb(8)*
10.47 Consulting Agreement dated as of November 8, 1994, between Henry Lee
and Sternlieb Consulting, Inc.(8), as amended(21)
10.48 Lease dated as of November 8, 1994, between Henry Sternlieb and Henry
Lee(8)
10.49 Lease dated as of July 2, 1985, as amended by First Amendment of
Lease, between Edward I. Sternlieb and Henry Lee(8)
10.50 Lease dated as of August 1, 1980, and related Agreement dated as of
November 8, 1994, between Henry and Rose Sternlieb and Henry Lee(8)
10.51 Purchase and Sale Agreement dated October 7, 1994, between Nestle Food
Company and Port Stockton(8)
10.52 Revolving Credit and Reimbursement Agreement dated November 21, 1991
between Henry Lee and NCNB National Bank of Florida, as amended(8)
10.53 Henry Lee Company Second Profit Sharing Plan and Trust, as amended(12)
10.54 Henry Lee Company Guaranty of Edward I. Sternlieb, dated October 1,
1993(12)
10.55 Henry Lee Company Guaranty of Henry and Rose Sternlieb, dated August
1, 1980(12)
10.56 Smart & Final Inc. Supplemental Deferred Compensation Plan(9), as
amended(16)*
10.57 Smart & Final Inc. Directors Deferred Compensation Plan(9), as
amended(16)*
10.58 Participation Agreement dated December 15, 1994, among the Company,
Smart & Final, Port Stockton, Shawmut Bank Connecticut, National
Association, Credit Lyonnais Cayman Island Branch and Credit Lyonnais
New York Branch; with the associated Loan Agreement among Shawmut
Bank Connecticut, National Association, Credit Lyonnais Cayman Island
Branch and Credit Lyonnais New York Branch, and Trust Agreement
between Shawmut Bank Connecticut, National Association and Credit
Lyonnais New York Branch(12), as amended(19)
10.59 Agency Agreement dated December 15, 1994, between Shawmut Bank
Connecticut, National Association and the Company(12), as amended(19)
10.60 Lease Agreement dated December 15, 1994, between Shawmut Bank
Connecticut, National Association and the Company(12), as amended(19)
10.61 Agreement between Port Stockton Food Distributors, Inc. and Food
Distribution Employees Association(9)
10.62 Vehicle Lease Service Agreement(9)
10.63 Consulting Agreement dated October 1, 1995 between Yves Guichard and
the Company(10)
10.64 Consulting Agreement dated October 1, 1995 between Gilles Pinoncely
and the Company(10)
10.65 Credit Agreement dated November 20, 1995 between Credit Lyonnais-Los
Angeles Branch and the Company(10)
10.66 Asset Purchase Agreement between Falcone & Italia Foods, Inc.,
Salvatore J. Falcone, Mark Gilden, and Henry Lee Company(13)
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.67 Asset Purchase Agreement between Craig & Hamilton Meat Co., Inc.,
Patrick D. Craig and Port Stockton Food Distributors, Inc.(14)
10.68 Smart & Final Inc. Trust for Deferred Compensation Plans(16)*
10.69 Agreement for Conveyance of Real Property dated as of October 31, 1996
by and among the Company, Casino USA and Casino Realty, Inc. and the
First Amendment thereto dated December 19, 1996(15)
10.70 Letter Agreement dated as of December 10, 1996, among the Company and
Wells Fargo Bank, N.A.(16)
10.71 Participation Agreement dated as of April 16, 1997, among the Company,
Smart & Final Stores Corporation, Port Stockton Food Distributors,
Inc., Fleet National Bank, a national banking association, not in its
individual capacity but solely as the Owner Trustee under the Trust
Agreement, Credit Lyonnais New York Branch, Credit Lyonnais Leasing
Corp. and the Lenders named therein(18), as amended(20)
10.75 First Amendment and Restatement dated as of June 20, 1997, to
Participation Agreement dated December 15, 1994, among the Company,
Smart & Final Stores Corporation, Port Stockton Food Distributors
Inc., Fleet National Bank, a national banking association, not in its
individual capacity but solely as the Owner Trustee under the Trust
Agreement, Credit Lyonnais Los Angeles Branch, Bank Leumi Le-Israel
B.M, The Fuji Bank Limited, Los Angeles Agency, The Industrial Bank
of Japan, Limited, Los Angeles Agency, Via Banque, Credit Lyonnais
New York Branch and Credit Lyonnais Leasing Corp.(19), as amended(20)
10.76 First Amendment and Restatement dated as of June 20, 1997 to Agency
Agreement dated December 15, 1994(19)
10.77 First Amendment and Restatement dated as of June 20, 1997 to Loan
Agreement dated December 15, 1994(19)
10.78 First Amendment and Restatement dated as of June 20, 1997 to Lease
Agreement dated December 15, 1994(19)
10.79 Asset Purchase Agreement dated as of May 30, 1997, among American
Foodservice Distributors and Mallard's Food Products, Inc.(19)
10.80 1997 Executive Severance Agreement(20)*
10.81 Agreement to Sell and Purchase Real Property and Escrow Instructions
dated as of September 1, 1997, among the Company and Fred Kayne, as
amended(20)
10.82 Agreement to Sell and Purchase Real Property and Escrow Instructions
dated as of September 12, 1997, among Smart & Final Stores
Corporation and Certified Grocers of California, Ltd.(20), as
amended(22)(23)
10.83 Letter Agreement dated as of September 18, 1997 among the Company and
Wells Fargo Bank, N.A.(20)
10.84 Asset Purchase Agreement dated as of September 26, 1997 among American
Foodservice Distributors, Orlando Foodservice, Inc., Capricorn Foods
of Central Florida, Inc., Michael Altif and Frederick Coe(20)
10.85 Asset Purchase Agreement dated as of September 26, 1997, among
American Foodservice Distributors and Continental Grain Company(20)
10.86 Supplemental Executive Retirement Plan Master Plan Document(21)*
10.87 Stock Purchase Agreement dated as of January 5, 1998, among American
Foodservice Distributors and Sternlieb Family Investments, Ltd.(21)
</TABLE>
52
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.88 Consulting Agreement dated as of January 5, 1998, among Henry Lee
Company and Edward I. Sternlieb(21)
10.89 Long-Term Equity Compensation Plan of the Company(17)*
10.90 Separation Agreement and Mutual General Release among the Company and
Mr. Laverty(21)*
10.91 Agreement Between Smart & Final Foodservice Distributors and Food
Distributors Employee Association dated as of April 1, 1998(22)
10.92 Credit Agreement (Bridge Loan) dated as of April 30, 1998 by and among
the Company and Credit Lyonnais Los Angeles Branch(23)
10.93 Asset Purchase Agreement dated May 15, 1998 by and among the Company
and
United Grocers, Inc.(23)
10.94 Office Lease dated as of April, 1998 by and among the Commerce Citadel
Development Authority and Smart & Final Stores Corporation(23)
10.95 Participation Agreement dated as of May 20, 1998 by and among the
Company, Smart & Final Realty Trust 1998, Credit Lyonnais Los Angeles
Branch, as Agent, and the Lenders named therein (Certified
Property)(23)
10.96 Trust Agreement dated as of May 13, 1998, by and among Credit Lyonnais
Leasing Corp. and Wilmington Trust Company(23)
10.97 Lease and Agreement dated as of May 20, 1998 by and among Smart &
Final Realty Trust 1998 and Smart & Final Inc.(23)
10.98 Loan Agreement dated as of May 20, 1998 by and among Smart & Final
Realty Trust 1998, Credit Lyonnais Los Angeles Branch, as Agent, and
the Lenders named therein(23)
10.99 First Waiver (Credit Agreement) dated as of July 22, 1998 by and among
the Company and Credit Lyonnais Los Angeles Branch, as Agent(24)
10.100 First Waiver (Bridge Loan Credit Agreement) dated as of July 22, 1998
by and among the Company and Credit Lyonnais Los Angeles Branch, as
Agent(24)
10.101 First Waiver (1994 Participation Agreement) dated as of July 22, 1998
by and among the Company, Smart & Final Stores Corporation, Port
Stockton Food Distributors, Inc., State Street Bank and Trust Company
of California, N.A., Credit Lyonnais Leasing Corp., Credit Lyonnais
Los Angeles Branch, as Agent, and various lenders named therein(24)
10.102 First Waiver (1997 Participation Agreement) dated as of July 22, 1998
by and among the Company, Smart & Final Stores Corporation, Port
Stockton Food Distributors, Inc., State Street Bank and Trust Company
of California, N.A., Credit Lyonnais Leasing Corp., and Credit
Lyonnais Los Angeles Branch, as Agent(24)
10.103 First Waiver (1998 Participation Agreement) dated as of July 22, 1998
by and among the Company, Smart & Final Realty Trust 1998-1,
Wilmington Trust Company, Credit Lyonnais Leasing Corp., and Credit
Lyonnais Los Angeles Branch, as Agent(24)
10.104 Employment Agreement dated as of September 1, 1998 by and among Smart
& Final Inc. and Phillip E. Hawkins*(24)
10.105 Second Waiver (Credit Agreement) dated as of October 1, 1998 by and
among the Company and Credit Lyonnais Los Angeles Branch, as
Agent(24)
10.106 Second Waiver (Bridge Loan Credit Agreement) dated as of October 1,
1998 by and among the Company and Credit Lyonnais Los Angeles Branch,
as Agent(24)
</TABLE>
53
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.107 Second Waiver (1994 Participation Agreement) dated as of October 1,
1998 by and among the Company, Smart & Final Stores Corporation, Port
Stockton Food Distributors, Inc., State Street Bank and Trust Company
of California, N.A., Credit Lyonnais Leasing Corp., Credit Lyonnais
Los Angeles Branch, as Agent, and various lenders named therein(24)
10.108 Second Waiver (1997 Participation Agreement) dated as of October 1,
1998 by and among the Company, Smart & Final Stores Corporation, Port
Stockton Food Distributors, Inc., State Street Bank and Trust Company
of California, N.A., Credit Lyonnais Leasing Corp., and Credit
Lyonnais Los Angeles Branch, as Agent(24)
10.109 Second Waiver (1998 Participation Agreement) dated as of October 1,
1998 by and among the Company, Smart & Final Realty Trust 1998-1,
Wilmington Trust Company, Credit Lyonnais Leasing Corp., and Credit
Lyonnais Los Angeles Branch, as Agent(24)
10.110 Loan Agreement dated as of November 13, 1998 by and among the Company
and Casino USA, Inc.(24)
10.111 Promissory Note dated as of November 13, 1998(24)
10.112 Credit Agreement dated as of November 13, 1998 by and among the
Company, the financial institutions and other entities listed as
Lenders, Credit Lyonnais Los Angeles Branch, as Administrative Agent,
and as Co-Lead Arranger, Nationsbanc Montgomery Securities LLC, as
Syndication Agent and Credit Lyonnais New York Branch, as L/C
Bank(24), as amended
10.113 Participation Agreement dated as of November 13, 1998 by and among the
Company as Lessee and Construction Agent, various parties from time
to time as Guarantors, First Security Bank, National Association,
various banks and other lending institutions as Holders and Lenders,
and Credit Lyonnais Los Angeles Branch as Administrative Agent(24)
10.114 Stock Warrant Agreement dated as of February 17, 1998, by and among
the Company and Mr. Emmons, as amended*
10.115 First Amendment to Revolving Credit Agreement and Synthetic Lease
Credit Agreement dated as of December 23, 1998
10.116 First Waiver and Consent to Extension of Time in connection with
Revolving Credit Agreement and Synthetic Lease Credit Agreement dated
as of January 13, 1999
10.117 Waiver to Loan Agreement dated as of February 17, 1999 between the
Company and Casino USA, Inc.
10.118 Second Amendment and Conditional Waiver in connection with Revolving
Credit Agreement and Participation Agreement dated as of March 12,
1999
21 Subsidiaries
23 Consent of Arthur Andersen LLP
27 Financial Data Schedule
</TABLE>
- --------
(1) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Registration Statement on Form S-1 (Registration No. 33-
41103) which became effective on July 30, 1991.
(2) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Form 8-Amendment No. 1 to its Annual Report for the fiscal
year ended December 29, 1991 on Form 10-K, which was filed on March 30,
1992.
(3) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Annual Report for the fiscal year ended December 29, 1991
on Form 10-K, which was filed on March 24, 1992.
(4) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Annual Report for the fiscal year ended January 3, 1993 on
Form 10-K, which was filed on March 30, 1993.
54
<PAGE>
(5) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended October 10, 1993 on
Form 10-Q, which was filed on November 22, 1993.
(6) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Annual Report for the fiscal year ended January 2, 1994 on
Form 10-K, which was filed on April 4, 1994.
(7) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended March 27, 1994 on
Form 10-Q, which was filed on May 5, 1994.
(8) Incorporated herein by reference to the corresponding Exhibit number
(except for Exhibit number 10.36 which was filed as Exhibit number 2) in
the Company's Quarterly Report for the quarter ended October 9, 1994 on
Form 10-Q, which was filed on November 23, 1994.
(9) Incorporated herein by reference to the corresponding Exhibit number in
the Company's quarterly report for the quarter ended March 26, 1995 on
Form 10-Q which was filed on May 4, 1995.
(10) Incorporated herein by reference to the corresponding Exhibit number in
the Companys Quarterly Report for the quarter ended October 8, 1995 on
Form 10-Q which was filed on November 22, 1995.
(11) Incorporated by reference to the corresponding Exhibit number in the
Company's Annual Report for the year ended January 1, 1995 on Form 10-K
which was filed on April 3, 1995.
(12) Incorporated by reference to the corresponding Exhibit number in the
Company's Annual Report for the year ended December 31, 1995 on Form 10-K
which was filed on March 29, 1996.
(13) Incorporated herein by reference to the corresponding Exhibit number in
the Company's quarterly report for the quarter ended March 24, 1996 on
Form 10-Q which was filed on May 1, 1996.
(14) Incorporated herein by reference to the corresponding Exhibit number in
the Company's quarterly report for the quarter ended June 16, 1996 on
Form 10-Q which was filed on July 31, 1996.
(15) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Definitive Proxy Statement dated February 19, 1997 in
connection with a Special Meeting of Shareholders of the Company held
March 19, 1997, which was filed on February 19, 1997.
(16) Incorporated by reference to the corresponding Exhibit number in the
Company's Annual Report for the year ended December 29, 1996 on Form 10-K
which was filed on March 25, 1997.
(17) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Definitive Proxy Statement dated May 9, 1997 in connection
with the Annual Meeting of Shareholders of the Company held May 9, 1997,
which was filed on April 8, 1997.
(18) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended March 23, 1997 on
Form 10-Q, which was filed on May 2, 1997.
(19) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended June 15, 1997 on
Form 10-Q, which was filed on July 29, 1997.
(20) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended October 5, 1997 on
Form 10-Q, which was filed on January 4, 1998.
(21) Incorporated by reference to the corresponding Exhibit number in the
Company's Annual Report for the year ended January 4, 1998 on Form 10-K
which was filed on April 13, 1998.
(22) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended March 29, 1998 on
Form 10-Q, which was filed on May 12, 1998.
(23) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended June 21, 1998 on
Form 10-Q, which was filed on August 12, 1998.
(24) Incorporated herein by reference to the corresponding Exhibit number in
the Company's Quarterly Report for the quarter ended October 11, 1998 on
Form 10-Q, which was filed on November 25, 1998.
* Management contracts and compensatory plans, contracts and arrangements of
the Company.
55
<PAGE>
(b) Reports on Form 8-K:
1. The Company filed a Current Report on Form 8-K, dated December 3, 1998,
with the Securities and Exchange Commission reporting that the Company had
issued a press release announcing the retirement of its Chairman and Chief
Executive Officer, Robert J. Emmons and the appointment of Ross E. Roeder as
Chairman and Chief Executive Officer.
2. The Company filed a Current Report on Form 8-K, dated December 9, 1998,
with the Securities and Exchange Commission reporting that the Company had
issued a press release announcing that its Board of Directors had authorized
an offering to shareholders of rights to purchase $60 million of additional
shares of the Company's common stock.
3. The Company filed a Current Report on Form 8-K, dated March 4, 1999, with
the Securities and Exchange Commission reporting that the Company had
eliminated certain executive level positions within its principal operating
subsidiary, Smart & Final Stores Corporation.
56
<PAGE>
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, in the City of
Los Angeles, State of California, on March 22, 1999.
SMART & FINAL INC.
/s/ Martin A. Lynch
By: _________________________________
Martin A. Lynch
Executive Vice President,
Chief Financial Officer and
Principal
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
March 22, 1999.
<TABLE>
<S> <C> <C>
/s/ Ross E. Roeder Chairman of the Board and Chief
____________________________________ Executive Officer
Ross E. Roeder
/s/ Martin A. Lynch Executive Vice President, Chief
____________________________________ Financial Officer, and Principal
Martin A. Lynch Accounting Officer
/s/ Pierre Bouchut Director
____________________________________
Pierre Bouchut
Director
____________________________________
Jean-Louis Bourgier
/s/ Christian Couvreux Director
____________________________________
Christian Couvreux
/s/ Timm F. Crull Director
____________________________________
Timm F. Crull
/s/ James S. Gold Director
____________________________________
James S. Gold
/s/ Antoine Guichard Director
____________________________________
Antoine Guichard
/s/ David J. McLaughlin Director
____________________________________
David J. McLaughlin
/s/ Thomas G. Plaskett Director
____________________________________
Thomas G. Plaskett
/s/ Etienne Snollaerts Director
____________________________________
Etienne Snollaerts
</TABLE>
57
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Smart & Final Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Smart & Final Inc. and subsidiaries
included in this Form 10-K and have issued our report thereon dated March 12,
1999. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index in Item 14 is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic consolidated financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Los Angeles, California
March 12, 1999
58
<PAGE>
SMART & FINAL INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Years 1998, 1997 and 1996
<TABLE>
<CAPTION>
Balance at
Beginning Acquisition Balance at
of Period of Business Additions Deductions End of Period
---------- ----------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Fiscal year 1998:
Allowance for doubtful
accounts............... $5,518,000 $ 334,000 $3,777,000 $5,969,000 $3,660,000
========== ========== ========== ========== ==========
Inventory realizable
value allowance........ $1,851,000 $1,000,000 $1,148,000 $1,062,000 $2,937,000
========== ========== ========== ========== ==========
Fiscal year 1997:
Allowance for doubtful
accounts............... $2,568,000 $ 507,000 $4,354,000 $1,911,000 $5,518,000
========== ========== ========== ========== ==========
Inventory realizable
value allowance........ $ 765,000 $ 100,000 $1,000,000 $ 14,000 $1,851,000
========== ========== ========== ========== ==========
Fiscal year 1996
Allowance for doubtful
accounts............... $1,867,000 $ 354,000 $1,256,000 $ 909,000 $2,568,000
========== ========== ========== ========== ==========
Inventory realizable
value allowance........ $ 579,000 $ 75,000 $ 397,000 $ 286,000 $ 765,000
========== ========== ========== ========== ==========
</TABLE>
59
<PAGE>
EXHIBIT 10.6
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
-------------------------------------------
THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT ("Third Amendment"),
---------
dated as of November 13, 1998, between ROBERT J. EMMONS ("Emmons") and CASINO
------
GUICHARD-PERRACHON, S.A., a French societe anonyme ("Casino").
------
WHEREAS, Emmons and Casino, together with Smart & Final Inc. (the
"Company") and Casino USA, Inc. ("Casino USA"), are parties to a certain Stock
- -------- ----------
Purchase Agreement dated as of March 7, 1989, as amended (the "Stock Purchase
--------------
Agreement").
- ---------
WHEREAS, the Stock Purchase Agreement was amended in the Second
Amendment thereto dated as of July 1, 1998 ("Second Amendment") to provide for
the grant to Emmons the extension of certain rights to require Casino to
purchase shares of common stock of the Company owned by Emmons.
WHEREAS, Emmons and Casino wish to amend the Agreement to provide for
a clarification of the grant of such option to Emmons in light of Emmons'
resignation as Chief Executive Officer of the Company, and the Company and
Casino USA wish to consent to such further Amendment.
NOW THEREFORE, the parties hereby agree as follows:
1. Paragraph 1(c) of the Second Amendment is amended to read in its
entirety as follows:
"(c) The Option may be exercised by Emmons, in part, from time to
time during the period commencing on January 1, 2000 and terminating on December
31, 2002 (the "Option Period"); provided, however, that the Option may not be
------------- -------- -------
exercised (i) at any one time with respect to fewer than 50,000 or more than
200,000 Shares, (ii) within two months of any prior exercise, or (iii) with
respect to more than 400,000 Shares in the aggregate during any one calendar
year. The Option shall terminate and Casino shall have no further obligations
hereunder after the Option Period."
2. Representations and Warranties of Emmons. Emmons represents and
----------------------------------------
warrants to Casino (and its designees) that: (a) this Third Amendment has been
duly executed and delivered by Emmons and constitutes a valid and legally
binding obligation of Emmons enforceable in accordance with its terms; (b) no
authorization, consent or approval of, or any filing with, any public body or
authority is necessary for consummation by Emmons of the transactions
contemplated hereby; and (c) any Shares sold to Casino (or its designees) upon
exercise of the Option will be transferred free and clear of all Liens and
Casino (or its designees) will receive good title to all of such Shares, free
and clear of all Liens.
3. Representations and Warranties of Casino. Casino represents and
----------------------------------------
warrants to Emmons that: (a) this Third Amendment has been duly authorized,
executed and delivered by Casino and constitutes a valid and legally binding
obligation of Casino enforceable in accordance with its terms; and (b) no
authorization, consent or approval of, or any filing with, any public
<PAGE>
2.
body or authority is necessary for consummation by Casino of the transactions
contemplated by this Third Amendment.
4. Expenses. Each party hereto shall pay their own expenses incurred
--------
in connection with this Third Amendment and any exercise of the Option.
5. Entire Agreement; Amendment. This Third Amendment sets forth the
---------------------------
entire understanding and agreement between the parties as to the matters covered
herein and supersedes and replaces any prior understanding, agreement or
statement of intent, in each case, written or oral, of any and every nature with
respect thereto. Except as expressly amended hereby, the Stock Purchase
Agreement (including but not limited to the matters contained in the Second
Amendment thereto) shall remain in effect in all respects in accordance with its
terms. This Third Amendment may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by Emmons and Casino. Except for the right of Casino to designate
purchasers of Shares, no party to this Third Amendment may assign any of their
rights or obligations under this Third Amendment without the prior written
consent of the other party hereto.
6. Counterparts. This Third Amendment may be executed in two or more
------------
counterparts, each of which shall be deemed to be an original, but each of which
together shall constitute one and the same document.
7. Governing Law. This Third Amendment shall be governed by and
-------------
construed in accordance with the laws of the State of California, without regard
to principles of conflicts of laws.
8. Binding Effect. This Third Amendment shall be binding upon, inure
--------------
to the benefit of, and be enforceable by the successors and permitted assigns of
the parties hereto. Nothing expressed or referred to in this Third Amendment is
intended or shall be construed to give any person other than the parties to this
Third Amendment, or their respective successors or permitted assigns, any legal
or equitable right, remedy or claim under or in respect of this Third Amendment
or any provision contained herein. If any term of this Third Amendment is held
to be invalid, void or unenforceable, the remainder of the terms of this Third
Amendment shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
9. Notices. All notices and other communications hereunder shall be
-------
in writing and shall be given and shall be deemed to have been duly given if
delivered in person or sent by facsimile transmission (followed by overnight
courier) to the parties as follows:
If to Emmons, to:
Robert Emmons
736 Cima Linda Lane
Santa Barbara, California 93108
Facsimile No.: 805.565.3183
<PAGE>
3.
If to Casino, to:
Casino Guichard-Perrachon, S.A.
24, rue de la Montat
42008 Saint-Etienne Cedex 2
France
Facsimile No.: 011.33.4.77.45.39.90
Attention: Pierre Bouchut
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Facsimile No.: 212.225.3999
Attention: Daniel S. Sternberg
or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall only be effective upon receipt.
IN WITNESS WHEREOF, Emmons and Casino have duly executed this Third
Amendment to Stock Purchase Agreement as of the day and year first above
written.
/s/ Robert J. Emmons
--------------------
ROBERT J. EMMONS
CASINO GUICHARD-PERRACHON, S.A.
By: /s/ Pierre Bouchut
------------------
By: /s/ Antoine Guichard
--------------------
<PAGE>
4.
Consented to:
CASINO USA, INC.
By: /s/ Jane A. Orenstein
---------------------
SMART & FINAL INC.
By: /s/ Donald G. Alvarado
----------------------
<PAGE>
EXHIBIT 10.15
Description of Certain Management
Compensatory Plans and Arrangements
-----------------------------------
In addition to the written management contracts and compensatory plans,
contracts and arrangements of Smart & Final Inc. (the "Company") which are
Exhibits to this Annual Report on Form 10-K, the Company maintains the following
unwritten plans and policies as a means to provide incentives to its executive
officers. These plans and policies are reviewed and revised annually by the
Compensation Committee of the Company's Board of Directors and are in addition
to the other plans and policies which are generally available to all of the
full-time employees of the Company other than employees of Smart & Final
Foodservice (formerly known as Port Stockton Food Distributors, Inc.) and Henry
Lee Company (who have separate benefit plans and arrangements).
1. Executive Medical Insurance Plan. In addition to the generally
--------------------------------
available medical insurance coverage, the Company also maintains an executive
medical insurance plan for its executive officers. This plan reimburses such
executive officers for certain medical expenses that are not covered by the
general medical insurance plan and extends the medical benefits otherwise
available under the general medical insurance plan in the event of such
executive officers' total disability.
2. Executive Life Insurance Plan. The Company gives its executive
-----------------------------
officers the opportunity to obtain individual term life insurance policies in
addition to being covered under the Company's group term life insurance plan.
If an executive officer elects to obtain an individual policy, the Company takes
responsibility for that portion of the individual policy's premium equal to the
cost of such executive's coverage under the group plan minus a $50,000 exclusion
for group term life insurance still provided under the group plan. The Company
pays the entire premium for each individual policy and invoices the appropriate
executive officer for the portion of the premium that is not covered by the
Company.
3. Annual Incentive Bonus Plan. The Company maintains an annual incentive
---------------------------
bonus plan for executive officers. For fiscal 1998 target bonus amounts for
executive officers were based almost entirely on the attainment of certain
corporate earnings per share, with a small portion of the target bonus amount
based on the attainment of approximately five to eight individual performance
goals. Once goals were selected, competitive target bonuses were established at
median levels, when compared with other companies of comparable size and
complexity in the retail and wholesale food distribution business and in other
comparable businesses (including, for example, certain non-food multi-unit
retail companies), with target bonus amounts varying by level of responsibility.
For fiscal 1998, target bonuses ranged from 30% of base salary for regional vice
presidents to 60% of base salary for senior management other than the Chief
executive officer. Actual bonuses are determined after the company's fiscal
year end. In fiscal 1998, no bonuses were paid to executive officers other than
certain prorated
1
<PAGE>
bonuses guaranteed pursuant to the Executive Severance Plan paid to three former
executive officers.
4. Tax Preparation/Financial Planning Reimbursement Plan. The Company has a
-----------------------------------------------------
tax preparation and financial planning reimbursement plan under which eligible
executive officers of the Company are entitled to receive reimbursement for
reasonable expenses incurred in connection with the preparation of their
personal income tax filings and/or in connection with their financial planning
up to a maximum of $2,500. This plan does not provide for reimbursement of any
income tax liabilities or payments.
5. Automobile Allowance and Expense Plan. The Company provides a monthly
-------------------------------------
automobile allowance to eligible executive officers of between $600 and $800 per
month ($1,000 in the case of the Chief Executive Officer). The plan also
provides general liability automobile insurance coverage for the eligible
officer's vehicle, a gasoline credit card, and a vehicle maintenance allowance
of $2,500/year.
2
<PAGE>
EXHIBIT 10.114
STOCK WARRANT AGREEMENT
-----------------------
THIS STOCK WARRANT AGREEMENT is made and entered into as of this 17th day of
February, 1998, between ROBERT J. EMMONS ("Emmons") and SMART & FINAL INC., a
------
Delaware Corporation ("Company") with reference to the following facts and
objectives:
A. Emmons and the Company are parties to a certain Amendment to the Amended and
Restated Employment Agreement dated January 21,1998 ("the Amendment");
B. Pursuant to the terms of the Amendment, Emmons is entitled to receive, as
part of his compensation, certain Stock Warrants ("the Warrants"), either
under an existing Company stock option plan or such other plan as may be
required to give effect to the intent of the Amendment;
C. The parties hereto desire to memorialize their intention in this Stock
Warrant Agreement as set forth hereafter;
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Emmons shall receive a grant of stock warrants ("warrants") as of the date of
this Agreement (which shall be deemed the date of grant), equal to 200,000
shares of stock in the Company common stock, 100,000 of which shall vest on
November 1, 1998 and 100,000 of which shall vest on December 31, 1999.
2. The warrants shall be granted under an existing Company stock option plan or
such other plan to be approved by the shareholders of the Company at the next
opportunity for such approval, whichever is most expedient to giving effect
to the intent of this Agreement.
3. In the event a separate plan is required to give effect to the intent of this
Agreement, a plan document shall be prepared and filed as appropriate by the
Company. The terms of such a plan shall be substantially the same as those
in comparable existing Company stock option plans, except as may be modified
by this Agreement.
4. The grant of warrants under this Agreement shall be at 100% (one hundred
percent) of market value on the date of grant.
5. Consistent with the terms of the Company's other stock option plans the
warrants granted hereunder shall be valid for a period of ten years,
provided, however, that the grants hereunder shall survive Emmons' employment
with the Company, except in the case of his death, in which case the warrants
shall survive for one calendar year from the date of his death.
6. This grant of warrants is made pursuant to the authority of the Compensation
Committee of the Board of Directors of the Company as part of the
compensation being paid to Emmons
<PAGE>
for his duties as Chief Executive Officer. In so granting, the Compensation
Committee considered the effect of Section 162(m) of the Internal Revenue
Code and the implications thereof.
7. The warrants granted hereunder shall at all times be deemed a "non-
qualified" plan for all purposes.
8. This Agreement, and any disputes arising hereunder shall be governed by
California law.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Warrant
Agreement as of the date first set forth above.
ROBERT J. EMMONS SMART & FINAL, INC.
/s/ Robert J. Emmons By: /s/ Donald G. Alvarado
- -------------------- ----------------------
Its: Sr. V.P. - Law/Development
--------------------------
<PAGE>
FIRST AMENDMENT TO STOCK WARRANT AGREEMENT
------------------------------------------
This First Amendment to Stock Warrant Agreement is made and entered into as of
this 31st day of December, 1998, between ROBERT J. EMMONS ("Emmons") and SMART &
------
FINAL INC., a Delaware Corporation ("Company") with reference to the following
facts:
A. Emmons and the Company are parties to a certain and Stock Warrant
Agreement dated as of February 17,1998 ("the Agreement");
B. The parties wish to amend the Agreement to provide for an adjustment in
the vesting date for certain of the grants, as set forth below.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Paragraph 1 of the Agreement is hereby amended to read in its entirety as
follows:
"1. Emmons shall receive a grant of stock warrants ("warrants") as of
the date of this Agreement (which shall be deemed the date of grant),
equal to 200,000 shares of stock in the Company common stock, all of
which shall vest on November 1, 1998."
IN WITNESS WHEREOF, the parties hereto have executed this Stock Warrant
Agreement as of the date first set forth above.
/s/ Robert J. Emmons
--------------------
ROBERT J. EMMONS
SMART & FINAL, INC.
a Delaware corporation
By: /s/ Donald G. Alvarado
----------------------
Its: Sr. V.P. Law/Development
--------------------------
<PAGE>
EXHIBIT 10.115
FIRST AMENDMENT
To
REVOLVING CREDIT AGREEMENT
And
SYNTHETIC LEASE CREDIT AGREEMENT
Dated as of December 23, 1998
This FIRST AMENDMENT (this "Amendment") is among SMART & FINAL, INC.,
---------
a Delaware corporation (the "Borrower"), the holders under the Trust Agreement
--------
referred to below (the "Holders"), the financial institutions and other entities
-------
party to the Revolving Credit Agreement and Synthetic Lease Credit Agreement
referred to below (the "Lenders"), and CREDIT LYONNAIS LOS ANGELES BRANCH as
-------
administrative agent (the "Administrative Agent") for the Lenders thereunder.
--------------------
PRELIMINARY STATEMENTS:
1. Reference is made to (i) the Credit Agreement (as the same may be
amended, supplemented or otherwise modified from time to time, the "Revolving
---------
Credit Agreement") dated as of November 13, 1998 among the Borrower, the
- ----------------
financial institutions named therein, and Credit Lyonnais Los Angeles Branch, as
Administrative Agent for the Lenders, (ii) the Participation Agreement (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Participation Agreement") dated as of November 13, 1998 among the Borrower, the
Guarantors party thereto, First Security Bank, National Association, as owner
trustee under the S&F Trust 1998-1, the various banks and other institutions
party thereto as Holders and as Lenders, and Credit Lyonnais Los Angeles Branch,
as Administrative Agent for the Lenders and the Holders, (iii) the Credit
Agreement (as defined in the Participation Agreement) (as the same may be
amended, supplemented or otherwise modified from time to time, the "Synthetic
---------
Lease Credit Agreement"), and (iv) the Trust Agreement (as defined in the
- ----------------------
Participation Agreement) (as the same may be amended, supplemented or otherwise
modified from time to time, the "Trust Agreement").
---------------
2. The Borrower, the Holders and the Lenders have agreed to amend the
Revolving Credit Agreement and the Synthetic Lease Credit Agreement to reduce
the minimum size of permitted partial assignments of their interests under the
Revolving Credit Agreement and the Synthetic Lease Credit Agreement.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Revolving Credit Agreement and Synthetic
------------------------------------------------------
Lease Credit Agreement. Effective as of the date hereof and subject to
- ----------------------
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Revolving Credit Agreement and the
<PAGE>
Synthetic Lease Credit Agreement are hereby amended as follows:
(a) Clause (ii) of the proviso to Section 9.07(a) of the Revolving
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"(ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender Party or an assignment
of all of a Lender Party's rights and obligations under this Agreement, the
amount of the Commitments and Advances of the assigning Lender Party being
assigned pursuant to each such assignment shall be such amount as will
cause the aggregate amount of Commitments and Advances being assigned by
such Lender Party hereunder plus the amount being assigned by such Lender
----
(in its capacity as a Lender and, as applicable, a Holder under the
Synthetic Lease Documents) under the Synthetic Lease Documents to equal
$5,000,000 or an integral multiple of $1,000,000 in excess thereof,"
(b) Section 9.8(a)(ii) of the Synthetic Lease Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"(ii) except in the case of an assignment to another Lender or an
assignment of all of a Lender's rights and obligations under the Operative
Agreements, the amount of any such partial assignment shall be such amount
as will cause the aggregate amount of such partial assignment plus the
----
amount being assigned by such Lender under the Lessee Credit Agreement (in
its capacity as a Lender under the Lessee Credit Agreement) and, as
applicable, under the Trust Agreement (in its capacity as a Holder) to be
at least equal to $5,000,000 or an integral multiple of $1,000,000 in
excess thereof."
SECTION 2. Conditions to Effectiveness. This Amendment shall be
---------------------------
effective when the Administrative Agent shall have executed this Amendment and
shall have received counterparts of this Amendment executed by the Borrower, the
Majority Secured Parties (as defined in the Participation Agreement) and the
Required Lenders under the Revolving Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents and the
-----------------------------------------------------
Credit Documents. (a) Upon and after the effectiveness of this Amendment, each
- ----------------
reference in the Revolving Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Revolving Credit Agreement,
and each reference in the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Revolving
Credit Agreement, shall mean and be a reference to the Revolving Credit
Agreement as modified hereby.
(b) Upon and after the effectiveness of this Amendment, each reference
in the Synthetic Lease Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Synthetic Lease Credit
Agreement, and each reference in the other Operative Agreements to "the Credit
Agreement", "thereunder", "thereof" or words of like
2
<PAGE>
import referring to the Synthetic Lease Credit Agreement, shall mean and be a
reference to the Synthetic Lease Credit Agreement as modified hereby.
(c) Except as specifically modified above, the Revolving Credit
Agreement, the Synthetic Lease Credit Agreement and the other Loan Documents and
Operative Agreements are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Collateral Documents (as defined in the
Revolving Credit Agreement) and the Security Documents (as defined in the
Participation Agreement) and all of the Collateral described therein do and
shall, to the extent set forth therein, continue to secure the payment of all
obligations and liabilities of the Borrower under the Revolving Credit Agreement
and the Synthetic Lease Credit Agreement and/or any of the other Loan Documents
or Operative Agreements, in each case as amended hereby.
SECTION 4. Counterparts. This Amendment may be executed in any
------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Amendment.
SECTION 5. Governing Law. This Amendment shall be governed by, and
-------------
construed in accordance with, the laws of the State of California.
[Signature Pages Follow]
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
SMART & FINAL INC.,
as Borrower
By: /s/ Martin A. Lynch
-------------------
Title: CFO and Executive Vice President
S-1
<PAGE>
CREDIT LYONNAIS LOS ANGELES BRANCH,
as Administrative Agent
By: /s/ Dianne M. Scott
--------------------
Title: First Vice President & Manager
S-2
<PAGE>
L/C Bank
--------
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Robert Ivosevich
--------------------
Title: Senior Vice President
S-3
<PAGE>
Holders and Lenders:
-------------------
CREDIT LYONNAIS LOS ANGELES BRANCH, as a Lender
By: Dianne M. Scott
---------------
Title: First Vice President & Manager
S-4
<PAGE>
CREDIT LYONNAIS LEASING CORP., as a Holder
By: /s/ L.M. Wertheim
-----------------
Title: President
S-5
<PAGE>
NATIONSBANK, N.A., as a Lender and a Holder
By: /s/ Chas McDonell
-----------------
Title: Vice President
S-6
<PAGE>
UNION BANK OF CALIFORNIA, N.A., as a Lender and
a Holder
By: /s/ Terry Rocha
---------------
Title: Vice President
S-7
<PAGE>
WELLS FARGO BANK, N.A., as a Lender
By: /s/ Donald A. Hartmann
----------------------
Title: Senior Vice President
S-8
<PAGE>
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
N.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as
a Lender and a Holder
By: /s/ Ian Reece
--------------
Title: Senior Credit Officer
By: /s/ Michael V.M. Van Der Voort
------------------------------
Title: Vice President
S-9
<PAGE>
EXHIBIT 10.116
FIRST WAIVER
and
CONSENT TO EXTENSION OF TIME
in connection with
REVOLVING CREDIT AGREEMENT
and
PARTICIPATION AGREEMENT
Dated as of January 13, 1998
This FIRST WAIVER AND CONSENT TO EXTENSION OF TIME (this "Waiver") is
------
among SMART & FINAL, INC., a Delaware corporation (the "Borrower"), the holders
--------
under the Trust Agreement referred to below (the "Holders"), the financial
-------
institutions and other entities party to the Revolving Credit Agreement and the
Participation Agreement referred to below as lenders (the "Lenders"), the
-------
Guarantors under the Participation Agreement referred to below (the
"Guarantors"), and CREDIT LYONNAIS LOS ANGELES BRANCH as administrative agent
----------
(the "Administrative Agent") for the Lenders thereunder.
--------------------
PRELIMINARY STATEMENTS:
1. Reference is made to (i) the Credit Agreement (as the same may be
amended, supplemented or otherwise modified from time to time, the "Revolving
---------
Credit Agreement") dated as of November 13, 1998 among the Borrower, the
- ----------------
financial institutions named therein, and Credit Lyonnais Los Angeles Branch, as
Administrative Agent for the Lenders, (ii) the Participation Agreement (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Participation Agreement") dated as of November 13, 1998 among the Borrower, the
-----------------------
Guarantors party thereto, First Security Bank, National Association, as owner
trustee under the S&F Trust 1998-1, the various banks and other institutions
party thereto as Holders and as Lenders, and Credit Lyonnais Los Angeles Branch,
as Administrative Agent for the Lenders and the Holders, and (iii) the Trust
Agreement (as defined in the Participation Agreement) (as the same may be
amended, supplemented or otherwise modified from time to time, the "Trust
-----
Agreement").
- ---------
2. The Borrower has requested an advance under the Revolving Credit
Agreement.
3. Certain Defaults (as defined in the Revolving Credit Agreement)
exist with respect to certain post-closing deliveries due under Section 6.1 of
the Revolving Credit Agreement and under a certain side letter agreement, dated
November 13, 1998, between the
<PAGE>
Borrower and the Administrative Agent executed in connection with the
Participation Agreement (the "Post-Closing Letter"), which deliveries have not
-------------------
been timely made.
4. The Borrower, the Guarantors, the Administrative Agent, the
Holders and the Lenders wish to (a) waive the Defaults in order to enable the
Borrower to obtain its requested advance, and (b) consent to the extension of
the time afforded to the Borrower to make the deliveries required under Section
6.1 of the Revolving Credit Agreement and the Post-Closing Letter.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Waiver to Revolving Credit Agreement and Consent to
---------------------------------------------------
Extension of Time. Effective as of the date hereof and subject to satisfaction
- -----------------
of the conditions precedent set forth in Section 2 hereof:
(a) the Lenders and the Administrative Agent hereby waive any Default
under the Revolving Credit Agreement existing as of the date hereof by reason of
the Borrower's failure to timely deliver to the Administrative Agent the
deliveries required under Section 6.01(o)(iv) of the Revolving Credit Agreement
and under items 1(c), 1(d), 1(e), 2(a) and 2(b) of Exhibit A to the Post-Closing
Letter; and
(b) the Borrower, the Guarantors, the Lenders, the Holders and the
Administrative Agent hereby consent to the extension of the time afforded to the
Borrower to deliver to the Administrative Agent all post-closing deliveries
identified in Section 6.01(l), 6.01(m) and 6.01(o) of the Revolving Credit
Agreement and in Exhibit A to the Post-Closing Letter (collectively, the "Post-
----
Closing Deliveries") such that no Default (under the Revolving Credit Agreement)
- ------------------
shall occur, and no Event of Default (as defined in the Participation Agreement)
shall be deemed to have occurred, if the Borrower shall deliver, or cause to be
delivered, the Post-Closing Deliveries on or before March 15, 1999, provided
--------
that Borrower's failure or refusal to deliver any or all of the Post-Closing
Deliveries on or before March 15, 1999 shall constitute a Default under the
Revolving Credit Agreement and, at the written election of the Administrative
Agent, shall be deemed an Event of Default under the Participation Agreement
without the necessity of any written advance notice to the Borrower.
SECTION 2. Conditions to Effectiveness. This Waiver shall be
---------------------------
effective when the Administrative Agent shall have executed this Waiver and
shall have received counterparts of this Waiver executed by the Borrower, the
Guarantors, the Majority Secured Parties (as defined in the Participation
Agreement) and the Required Lenders under the Revolving Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents and the
-----------------------------------------------------
Credit Documents.
- ----------------
2
<PAGE>
(a) Upon and after the effectiveness of this Waiver, each reference in
the Revolving Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Revolving Credit Agreement, and each
reference in the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Revolving Credit Agreement,
shall mean and be a reference to the Revolving Credit Agreement as modified
hereby.
(b) Upon and after the effectiveness of this Waiver, each reference in
the Post-Closing Letter to "this letter", "hereunder", "hereof" or words of like
import referring to the Post-Closing Letter, and each reference in the other
Operative Agreements to "the Post-Closing Letter", "thereunder", "thereof" or
words of like import referring to the Post-Closing Letter, shall mean and be a
reference to the Post-Closing Letter as modified hereby.
(c) Except as specifically modified above, the Revolving Credit
Agreement, the Participation Agreement, the Post-Closing Letter and the other
Loan Documents and Operative Agreements are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents (as defined
in the Revolving Credit Agreement) and the Security Documents (as defined in the
Participation Agreement) and all of the Collateral described therein do and
shall, to the extent set forth therein, continue to secure the payment of all
obligations and liabilities of the Borrower and/or the Lessor (as defined in the
Participation Agreement), as applicable, under the Revolving Credit Agreement
and the Participation Agreement and/or any of the other Loan Documents or
Operative Agreements, in each case as amended hereby.
(d) The execution, delivery and effectiveness of this Waiver shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent, the Lenders, the Holders, or the
Lessor under any of the Loan Documents or the Operative Agreements, nor
constitute a waiver of any provision of any of the Loan Documents or the
Operative Agreements.
(e) Each of the parties hereto specifically acknowledges and agrees
that (i) none of the parties to the Revolving Credit Agreement, the
Participation Agreement, any other Loan Documents or any other Operative
Agreement have agreed to any other or future waiver of or amendment to any of
the Loan Documents or Operative Agreements, (ii) neither the granting of the
waiver described herein nor the granting of any prior waivers and amendments
under the Loan Documents and/or the Operative Agreements creates any obligation
whatsoever on the part of any of the parties to any of the Loan Documents and/or
the Operative Agreements to grant any other or future waiver or amendment under
any of the Loan Documents or the Operative Agreements, and (iii) except as
specifically set forth herein, each of the parties to any of the Loan Documents
and/or the Operative agreements have reserved all rights and remedies under the
Loan Documents and/or the Operative Agreements, as applicable.
SECTION 5. General Release of Claims.
-------------------------
(a) The Borrower represents and agrees that it has diligently and
thoroughly investigated the existence of any Claim (as defined below), and to
its knowledge and belief, no
3
<PAGE>
Claim exists and no facts exist that could give rise to or support a Claim.
(b) As additional consideration for the waivers as set forth herein,
the Borrower and each Guarantor and each of their respective agents, employees,
directors, officers, attorneys, affiliates, subsidiaries, successors and assigns
(individually a "Releasing Party," and collectively the "Releasing Parties")
each hereby releases and forever discharges each of the Lessor, the
Administrative Agent, and each Lender and Holder and all of their respective
agents, direct and indirect shareholders, employees, directors, officers,
attorneys, branches, affiliates, subsidiaries, successors and assigns
(individually, a "Released Party," and collectively, the "Released Parties") of
and from all damage, loss, claims, demands, liabilities, obligations (except for
any such obligations hereafter arising pursuant to the terms of the Loan
Documents or the Operative Agreements, as amended to date), actions and causes
of action whatsoever (collectively "Claims") that the Releasing Parties and each
of them may, as of the date hereof, have or claim to have against each of the
Released Parties, in each case whether presently known or with respect to which
the facts are known (or should have been known) that could give rise to or
support a Claim and of every nature and extent whatsoever on account of or in
any way relating to, arising out of or based upon the Loan Documents, the
Operative Agreements or this Waiver (including clause (a)) or the negotiation or
documentation hereof or the waivers under the Loan Documents effected by this
Waiver or the transactions contemplated hereby, or any action or omission in
connection with any of the foregoing, including, without limitation, all such
loss or damage of any kind heretofore sustained, or that may arise as a
consequence of the dealings between the parties up to the date hereof in
connection with or in any way related to the Loan Documents, the Operative
Agreements or this Waiver. Each Releasing Party further covenants and agrees
that it has not assigned heretofore, and will not hereafter sue any Released
Party upon, any Claim released or purported to be released under this Section,
and the Borrower will indemnify and hold harmless said Released Parties against
any loss or liability on account of any actions brought by any Releasing Party
or its assigns or prosecuted on behalf of any Releasing Party and relating to
any Claim released or purported to be released under this Section. It is
further understood and agreed that any and all rights under the provisions of
Section 1542 of the California Civil Code are expressly waived by each of the
Releasing Parties. Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
SECTION 6. Representations and Warranties. The Borrower and each
------------------------------
Guarantor represents and warrants to the other parties hereto that:
(a) The representations and warranties in the Revolving Credit
Agreement, the Participation Agreement and each of the other Loan Documents and
Operative Agreements to which it is a party remain true and correct in all
material respects immediately prior to and upon giving effect to this Waiver, as
if the same were made on the date of the effectiveness hereof
4
<PAGE>
(except for those relating to an earlier date which were true and correct in all
material respects as of such date).
(b) The execution, delivery and performance of this Waiver by the
Borrower and the Guarantors have been duly authorized by all necessary
organizational action.
(c) All conditions set forth in Section 2 of this Waiver have been
---------
satisfied.
(d) Upon giving effect to this Waiver, there is no and will not be
any, Default or Event of Default (as defined under the Revolving Credit
Agreement or under the Participation Agreement).
SECTION 7. Costs, Expenses and Taxes. The Borrower agrees to pay on
-------------------------
demand all costs and expenses of the Administrative Agent, the Lenders, the
Holders and the Lessor in connection with the preparation, execution, delivery
and administration of this Waiver and the other instruments and documents, if
any, to be delivered hereunder, including, without limitation, the reasonable
fees and out of pocket expenses of counsel for the Administrative Agent, the
Lenders, the Holders and the Lessor with respect thereto and with respect to
advising each of such parties as to its rights and responsibilities hereunder
and thereunder. The Borrower further agrees to pay on demand all costs and
expenses, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether though negotiations,
legal proceedings or otherwise) of this Waiver and the other instruments and
documents to be delivered hereunder, including, without limitation, reasonable
counsel fees and expenses in connection with the enforcement of rights under
this section.
SECTION 8. Counterparts. This Waiver may be executed in any number
------------
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Waiver by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Waiver.
SECTION 9. Governing Law. This Waiver shall be governed by, and
-------------
construed in accordance with, the laws of the State of California.
[Signature Pages Follow]
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
SMART & FINAL INC.,
as Borrower
By: /s/ Martin A. Lynch
-------------------
Title: Executive Vice President
S-1
<PAGE>
CREDIT LYONNAIS LOS ANGELES BRANCH,
as Administrative Agent
By: /s/ Dianne M. Scott
-------------------
Title: First Vice President and Manager
S-2
<PAGE>
L/C Bank
--------
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Robert Ivosevich
--------------------
Title: Senior Vice President
S-3
<PAGE>
Holders and Lenders:
-------------------
CREDIT LYONNAIS LOS ANGELES BRANCH, as a Lender
By: /s/ Dianne M. Scott
-------------------
Title: First Vice President and Manager
S-4
<PAGE>
CREDIT LYONNAIS LEASING CORP., as a Holder
By: /s/ L.M. Wertheim
-----------------
Title: President
S-5
<PAGE>
NATIONSBANK, N.A., as a Lender and a Holder
By: /s/ James P. Johnson
--------------------
Title: Managing Director
S-6
<PAGE>
UNION BANK OF CALIFORNIA, N.A., as a Lender and
a Holder
By: /s/ Cecilia M. Valente
----------------------
Title: Senior Vice President
S-7
<PAGE>
WELLS FARGO BANK, N.A., as a Lender
By: /s/ Catherine M. Wallace
------------------------
Title: Vice President
By: /s/ Donald A. Hartmann
----------------------
Title: Senior Vice President
S-8
<PAGE>
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
N.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, as
a Lender and a Holder
By: /s/ W. Pieter C. Kodde
----------------------
Title: Vice President
S-9
<PAGE>
Guarantors:
----------
AMERICAN FOODSERVICE DISTRIBUTORS, as a
Guarantor
By: /s/ Martin A. Lynch
-------------------
Title:
S-10
<PAGE>
SMART & FINAL STORES CORPORATION, as a
Guarantor
By: /s/ Martin A. Lynch
-------------------
Title:
S-11
<PAGE>
SMART & FINAL OREGON, INC., as a Guarantor
By: /s/ Martin A. Lynch
-------------------
Title:
S-12
<PAGE>
PORT STOCKTON FOOD DISTRIBUTORS, INC., as a
Guarantor
By: /s/ Martin A. Lynch
-------------------
Title:
S-13
<PAGE>
HENRY LEE COMPANY, as a Guarantor
By: /s/ Martin A. Lynch
-------------------
Title:
S-14
<PAGE>
AMERIFOODS TRADING COMPANY, as a Guarantor
By: /s/ Martin A. Lynch
-------------------
Title:
S-15
<PAGE>
EXHIBIT 10.117
WAIVER TO LOAN AGREEMENT
This WAIVER ("First Waiver") is between CASINO USA, INC., a California
corporation ("Casino"), and SMART & FINAL INC., a Delaware corporation
("Company"), based upon the following facts:
A. Reference is made to that certain LOAN AGREEMENT ("Agreement")
dated as of November 13, 1998 by and between Company and Casino; and
B. Company anticipates that it will incur a net loss when reporting
its consolidated earnings for the fourth fiscal quarter of 1998; and
C. Such a loss may place Company in violation of the financial
covenants included in Section 6 of the Agreement; and
D. Casino and Company now mutually desire to enter into this Waiver
to waive, until reporting by the Company of its consolidated earnings for the
second fiscal quarter of 1999, any default which may occur and be continuing,
under Section 8 (b) of the Agreement.
NOW, THEREFORE, based on the foregoing, and in consideration of the
mutual promises contained below and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Waiver to Loan Agreement. Effective as of the date hereof, and
------------------------
subject to the satisfaction of the conditions in Section 2 hereof, Casino hereby
waives any Default under Section 8 (b) of the Agreement until such time as the
Company reports its consolidated earnings for the second fiscal quarter of 1999,
or August 31, 1999, whichever date occurs first.
2. Conditions to Effectiveness. This Waiver shall be effective when
---------------------------
executed by both Casino and Company.
3. Counterparts. This Waiver may be executed in counterparts, each of
------------
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Waiver by
telefax shall be effective as delivery of a manually executed counterpart of
this Waiver.
4. Governing Law. This Waiver shall be governed by, and construed in
-------------
accordance with, the laws of the State of California.
1
<PAGE>
5. Terms and Conditions. Other terms and conditions of this
--------------------
Agreement will remain in effect during the term of this waiver unless the
interest rate on the Company's bank loan Agreement is increased in which case,
the interest rate on this loan Agreement will increase by a like percentage.
IN WITNESS WHEREOF, the parties hereto have each caused this Waiver to
be duly executed by their respective officers thereunto duly authorized.
For "Casino":
CASINO USA, INC.,
a California corporation
By: /s/ Pierre Bouchut Date: February 17, 1999
------------------
Title: Groupe Casino General Manager
For "Company":
SMART & FINAL INC.,
a Delaware corporation
By: /s/ Martin A. Lynch Date: February 17, 1999
-------------------
Title: Executive Vice President
2
<PAGE>
SECOND AMENDMENT AND CONDITIONAL WAIVER
in connection with
REVOLVING CREDIT AGREEMENT
and
PARTICIPATION AGREEMENT
Dated as of March 12, 1999
This SECOND AMENDMENT AND CONDITIONAL WAIVER (this "Waiver") is among
------
SMART & FINAL, INC., a Delaware corporation (the "Borrower"), the holders under
--------
the Trust Agreement referred to below (the "Holders"), the financial
-------
institutions and other entities party to the Revolving Credit Agreement as
lenders and as issuing banks and party to the Participation Agreement referred
to below as lenders (collectively, the "Lenders"), the Guarantors under the
-------
Participation Agreement referred to below (the "Guarantors"), and CREDIT
----------
LYONNAIS LOS ANGELES BRANCH, as administrative agent (the "Administrative
--------------
Agent") for such Lenders and Holders.
PRELIMINARY STATEMENTS:
1. Reference is made to (i) the Credit Agreement (as amended,
supplemented or otherwise modified, the "Revolving Credit Agreement") dated as
--------------------------
of November 13, 1998 among the Borrower, the financial institutions party
thereto as Lenders and as Issuing Banks, and Credit Lyonnais Los Angeles Branch,
as Administrative Agent for such Lenders and Issuing Banks, (ii) the
Participation Agreement (as amended, supplemented or otherwise modified, the
"Participation Agreement") dated as of November 13, 1998 among the Borrower, the
- ------------------------
Guarantors party thereto (the "Guarantors"), First Security Bank, National
----------
Association, as owner trustee under the S&F Trust 1998-1, the various banks and
other financial institutions and entities party thereto as Holders and as
Lenders, and Credit Lyonnais Los Angeles Branch, as Administrative Agent for the
Lenders and the Holders, and (iii) the Trust Agreement (as defined in the
Participation Agreement) (as amended, supplemented or otherwise modified, the
"Trust Agreement").
- ----------------
2. The Administrative Agent, the Required Lenders (as defined in the
Revolving Credit Agreement), the Majority Secured Parties (as defined in the
Participation Agreement), the Borrower and the Guarantors have executed a
certain First Waiver and Consent to Extension of Time dated as of January 13,
1999 ( the "First Waiver").
------------
3. An Event of Default (as defined in the Revolving Credit Agreement)
exists with respect to the covenants contained in Sections 6.04(b) and (c) of
the Revolving Credit Agreement.
<PAGE>
4. The Borrower has requested (i) that the Required Lenders waive,
for the period from and including January 3, 1999 to and including June 30, 1999
(the "Waiver Period"), the Event of Default under the Revolving Credit Agreement
-------------
that would otherwise exist due to the Borrower's failure to comply with the
provisions of Sections 6.04(b) and (c) thereof, and (ii) that the Required
Lenders and the Majority Secured Parties further extend the time for providing
certain Post-Closing Deliveries (as defined in the First Waiver).
5. The Required Lenders and the Majority Secured Parties are willing
to grant such waiver and such extension, all on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. .Waiver under Revolving Credit Agreement. Effective as of
--------------------------------------
the Waiver Effective Date (as defined below) and subject to (a) satisfaction of
the conditions precedent set forth in Section 5 hereof, and (b) continuing and
timely compliance with the covenants and agreements set forth in Section 3
hereof, the Required Lenders hereby waive, for the duration of the Waiver Period
(and only for such Waiver Period), any Event of Default arising as a result of
the Borrower's failure to comply with Sections 6.04(b) and (c) of the Revolving
Credit Agreement with respect to the periods ending January 3, 1999 and March
28, 1999. It is expressly understood and agreed that the Waiver Period shall
terminate without further action upon the failure of the Borrower to timely
comply with any of the provisions of Section 3 hereof.
SECTION 2. Extension of Certain Time Periods. Effective as of the
---------------------------------
Waiver Effective Date, the Borrower, the Guarantors, the Lenders, the Holders
and the Administrative Agent hereby consent to the extension of the time
afforded to the Borrower to deliver to the Administrative Agent all post-closing
deliveries identified in Sections 6.01(l)(ii)(1), 6.01(m)(i) and 6.01(o)(i) and
(iii) of the Revolving Credit Agreement and in Exhibit A to that certain side
letter agreement, dated November 13, 1998, between the Borrower and the
Administrative Agent executed in connection with the Participation Agreement
(the "Post-Closing Letter") (collectively, the "Post-Closing Deliveries") such
------------------- -----------------------
that no Default (under the Revolving Credit Agreement) shall occur, and no Event
of Default (as defined in the Participation Agreement) shall be deemed to have
occurred, in each case in respect of the failure to make such Post-Closing
Deliveries, if the Borrower shall deliver, or cause to be delivered, the Post-
Closing Deliveries on or before May 14, 1999 (except with respect to the Post-
Closing Deliveries required under Sections 6.01(m)(i) and 6.01(o)(iii), which
the Borrower shall cause to be delivered on or before June 30, 1999), provided
--------
that Borrower's failure or refusal to deliver any or all of the Post-Closing
Deliveries on or before May 14, 1999 (or, with respect to the Post-Closing
Deliveries required under Sections 6.01(m)(i) and 6.01(o)(iii), June 30, 1999)
shall constitute a Default under the Revolving Credit Agreement and, at the
written election of the Administrative Agent, shall be deemed an Event of
Default under the Participation Agreement without the necessity of any written
advance notice to the Borrower.
2
<PAGE>
SECTION 3. Certain Covenants and Agreements.
--------------------------------
(a) Rights Offering. The Borrower shall cause to be filed with the
---------------
Securities and Exchange Commission (the "SEC") on or prior to April 6, 1999 a
---
registration statement on form S-3 with respect to an offering of rights (the
"Rights Offering") to purchase common stock of the Borrower in an amount and on
- ----------------
substantially the terms previously disclosed to the Lenders and at all times
thereafter shall use its best efforts to cause such registration statement to be
declared effective under the Securities Act of 1933, as amended, on or prior to
June 1, 1999. Upon such registration statement being declared effective, the
Borrower shall consummate such Rights Offering within 30 days after the
effective date.
(b) Reporting and Information. Notwithstanding any contrary provision
-------------------------
of the Credit Agreement or any other Loan Document, the Borrower shall furnish
to the Lenders:
(i) within 30 days after the end of each fiscal month of the Borrower
and its Subsidiaries, Consolidated and consolidating balance sheets of the
Borrower and its Subsidiaries as of the end of such month and Consolidated
and consolidating statements of income and cash flows of the Borrower and
its Subsidiaries for the period commencing at the end of the previous month
and ending with the end of such month, setting forth in each case in
comparative form the corresponding figures for the corresponding month of
the preceding year and a Borrowing Base Certificate as of the end of such
month, all in reasonable detail and in form and substance satisfactory to
the Administrative Agent and duly certified by the chief financial officer
of the Borrower;
(ii) not later than April 30, 1999, the financial statements and other
reports and certificates required pursuant to Sections 6.03(a) and (c) of
the Revolving Credit Agreement with respect to the fiscal quarter of the
Borrower ending March 28, 1999; and
(iii) not later than April 9, 1999, forecasts prepared by management
of the Borrower, in form satisfactory to the Agent, of balance sheets, income
statements and cash flow statements on a monthly basis for the fiscal year
following such fiscal year then ended and on an annual basis for each fiscal
year thereafter until the Commitment Termination Date (as defined in the
Revolving Credit Agreement).
(c) Minimum EBITDA. The Borrower shall not permit, at any time during
--------------
the Waiver Period, EBITDA of the Borrower and its Subsidiaries on a Consolidated
basis for (i) the three fiscal month period of the Borrower ending March 28,
1999 to be less than $7,500,000.00, (ii) the four fiscal month period of the
Borrower ending April 25, 1999 to be less than $10,600,000.00, (iii) the five
fiscal month period of the Borrower ending May 23, 1999 to be less than
$14,100,000.00, or (iv) the six fiscal month period of the Borrower ending June
20, 1999 to be less than $18,600,000.
(d) Capital Expenditures. The Borrower will not make or permit any of
--------------------
its Subsidiaries to make any Capital Expenditures that would cause the aggregate
of all Capital Expenditures made by the Borrower and its Subsidiaries during the
period commencing January 4, 1999 and ending June 30, 1999 to exceed
$16,000,000.
3
<PAGE>
(e) Effect of Non-Compliance. The failure of the Borrower to comply
------------------------
with any of the provisions of this Section 3 shall (i) without further action
terminate the Waiver Period, and (ii) constitute an Event of Default under the
Revolving Credit Agreement.
SECTION 4. Certain Amendments.
------------------
(a) Amendment of Revolving Credit Agreement. Article VIII of the
---------------------------------------
Revolving Credit Agreement is hereby amended, mutatis mutandis, so that each
------- --------
reference therein to the Administrative Agent shall be a reference to each of
the Administrative Agent and the Syndication Agent (it being understood that
Credit Lyonnais shall continue to be the sole Administrative Agent in accordance
with the terms of the Revolving Credit Agreement), it being the intent of the
parties that the Syndication Agent shall be entitled to the benefits of all
exculpatory and indemnification provisions provided to the Administrative Agent
in such Article.
(b) Amendments of Participation Agreement and Synthetic Lease Credit
----------------------------------------------------------------
Agreement.
- ---------
(1) Section 11 of the Participation Agreement, the definition of
"Indemnified Person" set forth in Appendix A to the Participation Agreement and
Section 7 of the Credit Agreement (as defined in the Participation Agreement,
such Credit Agreement being referred to herein as the "Synthetic Lease Credit
----------------------
Agreement") are each hereby amended, mutatis mutandis, so that each reference
- --------- ------- --------
therein to the Agent shall be a reference to each of the Agent and the
Syndication Agent (it being understood that Credit Lyonnais shall continue to be
the sole Agent in accordance with the terms of the Synthetic Lease Credit
Agreement), it being the intent of the parties that the Syndication Agent shall
be entitled to the benefits of all exculpatory and indemnification provisions
provided to the Agent in such Sections.
(2) Section 2.8(a) of the Synthetic Lease Credit Agreement is hereby
amended and restated in its entirety to read as follows:
"(a) The Loans outstanding hereunder from time to time shall bear
interest at a rate per annum equal to the Eurodollar Rate determined for
the applicable Interest Period plus the Applicable Percentage in effect
from time to time; provided, however, (A) upon delivery by the Agent of the
-------- -------
notice described in Section 2.9(c), the Loans of each of the Lenders shall
bear interest at a rate per annum equal to the ABR applicable from time to
time from and after the dates and during the periods specified in Section
2.9(c) plus the Applicable Percentage in effect from time to time, (B) upon
the delivery by a Lender of the notice described in Section 11.3(f) of the
Participation Agreement, the Loans of such Lender shall bear interest at a
rate per annum equal to the ABR applicable from time to time from and after
the dates and during the periods specified in Section 11.3(f) of the
Participation Agreement plus the Applicable Percentage in effect from time
to time and (C) in such other circumstances as expressly provided herein,
the Loans shall bear interest at a rate per annum equal to the ABR plus the
Applicable Percentage in effect from time to time."
4
<PAGE>
SECTION 5. Conditions to Effectiveness. The waivers, amendments,
---------------------------
covenants and agreements effected hereby shall become effective on the date (the
"Waiver Effective Date") on which each of the following conditions has been
---------------------
satisfied:
(a) the Administrative Agent shall have executed this Waiver and shall
have received counterparts of this Waiver executed by the Borrower, the Required
Lenders under the Revolving Credit Agreement and the Majority Secured Parties
(as defined in the Participation Agreement) and a counterpart of the Consent
attached hereto executed by each Guarantor; and
(b) the Borrower shall have paid (i) to the Administrative Agent, for
the ratable account of each Lender under the Revolving Credit Agreement, a fee
in an amount equal to 0.25% of the aggregate Revolving Commitments, and (ii) to
the Agent (as defined in the Synthetic Lease Credit Agreement), for the ratable
account of the Lenders under the Synthetic Lease Credit Agreement and the
Holders under the Synthetic Lease Credit Agreement, a fee in an amount equal to
0.25% of the aggregate Commitments under the Synthetic Lease Credit Agreement
and the aggregate Holder Commitments under the Trust Agreement.
SECTION 6. Reference to and Effect on the Loan Documents and the
-----------------------------------------------------
Credit Documents.
- ----------------
(a) Upon and after the effectiveness of this Waiver, (i) each
reference in the Revolving Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Revolving Credit Agreement,
and each reference in the other Loan Documents or any Operative Agreement to
"the Credit Agreement", "the Lessee Credit Agreement", "thereunder", "thereof"
or words of like import referring to the Revolving Credit Agreement, shall mean
and be a reference to the Revolving Credit Agreement as modified hereby, and
(ii) each reference in the Participation Agreement or the Synthetic Lease Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Participation Agreement or the Synthetic Lease Credit
Agreement, as the case may be, and each reference in the other Operative
Agreements or in the Loan Documents to "the Participation Agreement", "the
Credit Agreement", "the Synthetic Lease Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Participation Agreement or
the Synthetic Lease Credit Agreement Credit Agreement, shall mean and be a
reference to the Participation Agreement or the Synthetic Lease Credit
Agreement, as the case may be, in each case as modified hereby.
5
<PAGE>
(b) Except as specifically modified above, the Revolving Credit
Agreement, the Participation Agreement, the Synthetic Lease Credit Agreement,
the Post-Closing Letter and the other Loan Documents and Operative Agreements
are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. Without limiting the generality of the
foregoing, the Collateral Documents (as defined in the Revolving Credit
Agreement) and the Security Documents (as defined in the Participation
Agreement) and all of the Collateral described therein do and shall, to the
extent set forth therein, continue to secure the payment of all obligations and
liabilities of the Borrower and/or the Lessor (as defined in the Participation
Agreement), as applicable, under the Revolving Credit Agreement and the
Participation Agreement and/or any of the other Loan Documents or Operative
Agreements, in each case as amended hereby.
(c) The execution, delivery and effectiveness of this Waiver shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Administrative Agent, the Lenders, the Holders, or the
Lessor under any of the Loan Documents or the Operative Agreements, nor
constitute a waiver of any provision of any of the Loan Documents or the
Operative Agreements.
(d) Each of the parties hereto specifically acknowledges and agrees
that (i) none of the parties to the Revolving Credit Agreement, the
Participation Agreement, any other Loan Documents or any other Operative
Agreement have agreed to any other or future waiver of or amendment to any of
the Loan Documents or Operative Agreements, (ii) neither the granting of the
waiver described herein nor the granting of any prior waivers and amendments
under the Loan Documents and/or the Operative Agreements creates any obligation
whatsoever on the part of any of the parties to any of the Loan Documents and/or
the Operative Agreements to grant any other or future waiver or amendment under
any of the Loan Documents or the Operative Agreements, and (iii) except as
specifically set forth herein, each of the parties to any of the Loan Documents
and/or the Operative agreements have reserved all rights and remedies under the
Loan Documents and/or the Operative Agreements, as applicable.
SECTION 7. General Release of Claims.
-------------------------
(a) The Borrower represents and agrees that it has diligently and
thoroughly investigated the existence of any Claim (as defined below), and to
its knowledge and belief, no Claim exists and no facts exist that could give
rise to or support a Claim.
(b) As additional consideration for the waivers as set forth herein,
the Borrower and each Guarantor and each of their respective agents, employees,
directors, officers, attorneys, affiliates, subsidiaries, successors and assigns
(individually a "Releasing Party," and collectively the "Releasing Parties")
--------------- -----------------
hereby releases and forever discharges each of the Lessor, the Administrative
Agent, the Syndication Agent, the Agent and each Lender (under each of the
Revolving Credit Agreement and the Synthetic Lease Credit Agreement) and each
Holder under the Trust Agreement and all of their respective agents, direct and
indirect shareholders, employees, directors, officers, attorneys, branches,
affiliates, subsidiaries, successors and assigns (individually, a "Released
--------
Party," and collectively, the "Released Parties") of and from all
- ----- ----------------
6
<PAGE>
damage, loss, claims, demands, liabilities, obligations (except for any such
obligations hereafter arising pursuant to the terms of the Loan Documents or the
Operative Agreements, as amended to date), actions and causes of action
whatsoever (collectively "Claims") that the Releasing Parties or any of them
--------------------
may, as of the date hereof, have or claim to have against each or any of the
Released Parties, in each case whether presently known or unknown or with
respect to which the facts are known (or should have been known) that could give
rise to or support a Claim and of every nature and extent whatsoever on account
of or in any way relating to, arising out of or based upon the Loan Documents,
the Operative Agreements or this Waiver (including clause (a)) or the
negotiation or documentation hereof or the waivers under the Loan Documents
effected by this Waiver or the transactions contemplated hereby, or any action
or omission in connection with any of the foregoing, including, without
limitation, all such loss or damage of any kind heretofore sustained, or that
may arise as a consequence of the dealings between the parties up to the date
hereof in connection with or in any way related to the Loan Documents, the
Operative Agreements or this Waiver. Each Releasing Party further covenants and
agrees that it has not assigned heretofore, and will not hereafter sue any
Released Party upon, any Claim released or purported to be released under this
Section, and the Borrower will indemnify and hold harmless said Released Parties
against any loss or liability on account of any actions brought by any Releasing
Party or its assigns or prosecuted on behalf of any Releasing Party and relating
to any Claim released or purported to be released under this Section. It is
further understood and agreed that any and all rights under the provisions of
Section 1542 of the California Civil Code are expressly waived by each of the
Releasing Parties. Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
SECTION 8. REPRESENTATIONS AND WARRANTIES. THE BORROWER REPRESENTS
------------------------------
AND WARRANTS AS FOLLOWS:
(a) Authority. The Borrower and each other Loan Party has the
---------
requisite corporate power and authority to execute and deliver this Waiver and
the Consent, as applicable, and to perform its obligations hereunder and under
the Loan Documents and the Operative Agreements (in each case as modified
hereby) to which it is a party. The execution, delivery and performance by the
Borrower of this Waiver and by each other Loan Party of the Consent, and the
performance by each Loan Party of each Loan Document and each Operative
Agreement (in each case as modified hereby) to which it is a party have been
duly approved by all necessary corporate action of such Loan Party and no other
corporate proceedings on the part of such Loan Party are necessary to consummate
such transactions.
(b) Enforceability. This Waiver has been duly executed and delivered
--------------
by the Borrower. The Consent has been duly executed and delivered by each
Guarantor and each Grantor. This Waiver and each Loan Document and each
Operative Agreement (in each case as modified hereby) is the legal, valid and
binding obligation of each Loan Party party hereto and
7
<PAGE>
thereto, enforceable against such Loan Party in accordance with its terms, and
is in full force and effect.
(c) Representations and Warranties. The representations and
------------------------------
warranties contained in each Loan Document and each Operative Agreement (other
than any such representations and warranties that, by their terms, are
specifically made as of a date other than the date hereof) are true and correct
on and as of the date hereof as though made on and as of the date hereof.
(d) No Default. After giving effect to this Waiver, no event has
----------
occurred and is continuing that constitutes a Default or Event of Default under
any Loan Document or any Operative Agreement.
SECTION 9. Costs, Expenses and Taxes. The Borrower agrees to pay on
-------------------------
demand all costs and expenses of the Administrative Agent and the Lenders in
connection with the preparation, execution, delivery and administration of this
Waiver and the other instruments and documents, if any, to be delivered
hereunder, including, without limitation, the reasonable fees and out of pocket
expenses of counsel for the Administrative Agent and the Lenders with respect
thereto and with respect to advising each of such parties as to its rights and
responsibilities hereunder and thereunder. The Borrower further agrees to pay
on demand all costs and expenses, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the enforcement
(whether though negotiations, legal proceedings or otherwise) of this Waiver and
the other instruments and documents to be delivered hereunder, including,
without limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this section.
SECTION 10. Consent of Lenders and Holders Under Operative
----------------------------------------------
Agreements. By their execution hereof, the Lenders and Holders under the
Operative Agreements, hereby consent and agree to the terms of this Waiver and
to the amendments and modifications set forth herein for purposes of Section
28.1 of the Lease (as defined in the Participation Agreement).
SECTION 11. Counterparts. This Waiver may be executed in any number
------------
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Waiver by
telefacsimile shall be effective as delivery of a manually executed counterpart
of this Waiver.
SECTION 12. Governing Law. This Waiver shall be governed by, and
-------------
construed in accordance with, the laws of the State of California.
[Signature Pages Follow]
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
SMART & FINAL INC.,
as Borrower
By: /S/ MARTIN A. LYNCH
--------------------
Title: Executive Vice President &
Chief Financial Officer
S-1
<PAGE>
CREDIT LYONNAIS LOS ANGELES
BRANCH,
as Administrative Agent
By: /s/ Dianne M. Scott
--------------------------
Title: First Vice President & Manager
S-2
<PAGE>
L/C Bank
--------
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Robert Ivosevich
---------------------------
Title: Senior Vice President
S-3
<PAGE>
Holders and Lenders:
-------------------
CREDIT LYONNAIS LOS ANGELES
BRANCH, as a Lender
By: /s/ Dianne M. Scott
--------------------------
Title: First Vice President & Manager
S-4
<PAGE>
CREDIT LYONNAIS LEASING CORP., as
a Holder
By: /s/ L. M. Wertheim
---------------------
Title: President
S-5
<PAGE>
NATIONSBANK, N.A., as a Lender and a
Holder
By: /S/ JAMES P. JOHNSON
----------------------
Title: Managing Director
S-6
<PAGE>
UNION BANK OF CALIFORNIA, N.A., as a
Lender and a Holder
By: /s/ Terry Rocha
-----------------------------------
Title: Vice President
S-7
<PAGE>
WELLS FARGO BANK, N.A., as a Lender
By: /s/ Donald A. Hartmann
-------------------------------
Title: Senior Vice President
/s/ Catherine M. Wallace
-------------------------------
Vice President
S-8
<PAGE>
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK N.A.
"RABOBANK NEDERLAND", NEW YORK
BRANCH, as a Lender and a Holder
By:______________________________
Title:
S-9
<PAGE>
NATEXIS BANQUE - BFCE, as a Lender and
a Holder
By: /s/ Pieter J. Van Tulder
-----------------------------------
Title: Vice President and Manager
/s/ Christine Dirranger
-----------------------------------
Assistant Manager
S-10
<PAGE>
CONSENT
Dated as of March 12, 1999
The undersigned, as Guarantors under the "Guaranty" and as Grantors
under the "Security Agreement" (as such terms are defined in and under the
Revolving Credit Agreement referred to in the foregoing Waiver) and as
Guarantors under the "Guaranty Agreement" (as defined in the Participation
Agreement referred to in the foregoing Waiver, each hereby consents and agrees
to the foregoing Waiver and hereby confirms and agrees that (i) the Guaranty,
the Guaranty Agreement and the Security Agreement and all other Loan Documents
and Operative Agreements are, and shall continue to be, in full force and effect
and are hereby ratified and confirmed in all respects except that, upon the
effectiveness of, and on and after the date of, said Waiver, each reference in
the Guaranty, the Guaranty Agreement, the Security Agreement and the other Loan
Documents and Operative Agreements to the "Credit Agreement", "Lessee Credit
Agreement", "the Participation Agreement," "the Synthetic Lease Credit
Agreement", "thereunder", "thereof" and words of like import referring to the
Revolving Credit Agreement, the Participation Agreement or the Synthetic Lease
Credit Agreement, as the case may be shall mean and be a reference to the
Revolving Credit Agreement, the Participation Agreement or the Synthetic Lease
Credit Agreement, as the case may be, as amended and modified by said Waiver,
and (ii) the Security Agreement and all of the Collateral described therein do,
and shall continue to, secure the payment of all of the Secured Obligations as
defined in the Security Agreement.
AMERICAN FOODSERVICE DISTRIBUTORS
By: /S/ MARTIN A. LYNCH
--------------------
Title: Executive Vice President &
Chief Financial Officer
SMART & FINAL STORES CORPORATION
By: /S/ RICHARD N. PHEGLEY
----------------------
Title: Vice President & Treasurer
SMART & FINAL OREGON, INC.
By: /S/ MARTIN A. LYNCH
-------------------
Title: Executive Vice President &
Chief Financial Officer
PORT STOCKTON FOOD DISTRIBUTORS, INC.
By: /S/ MARTIN A. LYNCH
---------------------
Title: Executive Vice President &
Chief Financial Officer
HENRY LEE COMPANY
By: /S/ MARTIN A. LYNCH
-------------------
Title: Executive Vice President &
Chief Financial Officer
AMERIFOODS TRADING COMPANY
<PAGE>
By: /S/ MARTIN A. LYNCH
--------------------
Title: Executive Vice President &
Chief Financial Officer
S-2
<PAGE>
EXHIBIT 21
SUBSIDIARIES LIST
Set forth below is information with respect to the Company and its
subsidiaries, along with the respective states or countries of incorporation.
Unless otherwise noted, each subsidiary is wholly owned.
State or Country
Name of Incorporation
- ---- ----------------
Smart & Final Inc. Delaware
Smart & Final Stores Corporation California
Smart & Final de Mexico, S.A. de C. V. Mexico
Smart & Final del Noroeste, S.A. de C. V.* Mexico
Smart & Final Oregon, Inc. Oregon
Casino Frozen Foods, Inc. California
American Foodservice Distributors, Inc. California
Port Stockton Food Distributors, Inc.* California
CB Foods, Inc. California
Henry Lee Company Florida
Henry Lee Exports Corp. Florida
Okun Produce Company Florida
AmeriFoods Trading Company Florida
Casino Development Corp. No. 1 California
Casino Development Corp. No. 2 California
H L Holding Corporation Nevada
____________________
* Smart & Final del Noroeste, S.A. de C.V. is a 50% owned subsidiary of Smart
& Final de Mexico, S.A. de C. V.
1
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into the Company's previously filed
Registration Statement File Nos. 33-60502, 333-01360, and 333-35243.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Los Angeles, California
March 22, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-03-1999
<PERIOD-START> JAN-05-1998
<PERIOD-END> JAN-03-1999
<CASH> 20,887
<SECURITIES> 0
<RECEIVABLES> 73,815
<ALLOWANCES> 3,660
<INVENTORY> 157,678
<CURRENT-ASSETS> 282,572
<PP&E> 313,661
<DEPRECIATION> 108,588
<TOTAL-ASSETS> 582,264
<CURRENT-LIABILITIES> 293,669
<BONDS> 78,712
0
0
<COMMON> 225
<OTHER-SE> 189,061
<TOTAL-LIABILITY-AND-EQUITY> 582,264
<SALES> 1,661,629
<TOTAL-REVENUES> 1,661,629
<CGS> 1,455,941
<TOTAL-COSTS> 1,455,941
<OTHER-EXPENSES> 204,537
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,304
<INCOME-PRETAX> (12,153)
<INCOME-TAX> (4,397)
<INCOME-CONTINUING> (7,569)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 1,090
<NET-INCOME> (8,659)
<EPS-PRIMARY> $(0.39)
<EPS-DILUTED> $(0.38)
</TABLE>
