EX-99 3 dex99.htm PRESS RELEASE DTD 11/4/2003 Press Release dtd 11/4/2003

EXHIBIT 99

 

[LOGO]   Contact:  

Randall Oliver (media)

(323) 869-7607

randall.oliver@smartandfinal.com

   
NEWS      

Richard Phegley (investors)

(323) 869-7779

rick.phegley@smartandfinal.com

   

 

SMART & FINAL ANNOUNCES STRONG THIRD QUARTER 2003 RESULTS

 

AND INDICATES COMPLETION OF STRATEGIC DIVESTITURES

 

    Third Quarter Western U.S. Same Stores Sales Increase 6.8 Percent

 

    Income from Continuing Operations Increased

 

    Divestiture of Broadline Foodservice Operations Completed

 

LOS ANGELES, November 4, 2003 — Smart & Final Inc. (NYSE – SMF) today reported income from continuing operations of $8.3 million, or $.28 per diluted share, for the sixteen-week quarter ended October 5, 2003. Income from continuing operations for the prior year third quarter was $8.1 million, or $.27 per diluted share.

 

Operating income in the 2003 third quarter included $1.3 million of expenses from the consolidation of the company’s real estate synthetic lease facility and the accelerated vesting of restricted stock compensation. As adjusted for these items net of tax, income from continuing operations in the 2003 third quarter was $9.1 million, an increase of 13 percent over the 2002 third quarter. [This adjusted comparison to income from continuing operations for the 2002 third quarter is a non-GAAP financial measure as defined by SEC Regulation G. The GAAP financial measure most directly comparable is income from continuing operations of $8.3 million for the 2003 third quarter, an increase of 3 percent over the 2002 third quarter.]

 

Sales from continuing operations in the third quarter of 2003 increased 8.1 percent to $538.4 million as compared to the prior year quarter, with comparable store sales increasing by 6.8 percent.

 

The company also indicated that it has completed the previously announced divestitures of its broadline foodservice distribution operations in northern California and Florida, and the divestiture of its retail stores operations in the Florida market.

 

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Smart & Final Inc. Third Quarter 2003

 

Including the effect of discontinued operations, the company reported net income of $916,000, or $0.03 per diluted share, for the sixteen-week quarter ended October 5, 2003. Third quarter 2002 net income was $2.7 million, or $0.09 per diluted share.

 

Ross Roeder, chairman and chief executive officer, stated “Our third quarter sales and income performance in our continuing western U.S. stores was outstanding, led by a 6.8 percent year-over-year increase in comparable store sales. It is noteworthy that we experienced these strong sales gains prior to the southern California grocery strike that began October 11, 2003. Smart & final sales in the southern California market have increased sharply since the strike began, as many households have turned to Smart & Final as an alternative to the affected grocery chains.”

 

“During the third quarter we had growth in sales and income in both our Smart & Final warehouse stores and our Cash & Carry wholesale stores formats. The results further validate the strategic decision to divest our foodservice operations to better focus our energies on growth in our two strong store formats. We believe we have set the stage for excellent performance going forward,” he said.

 

Roeder added, “Our third quarter results also reflect improvement in gross margin rates, lower comparable interest expense, and very strong cash flow.”

 

Gross margin from continuing operations increased to $95.5 million for the quarter and as a percentage of sales increased to 17.7 percent for third quarter 2003 compared to 16.5 percent for third quarter 2002. The increase in gross margin was primarily a result of lower shrink in the company’s Smart & Final stores and the effects of adopting two new accounting pronouncements.

 

In the second quarter of 2003, the company adopted the provisions of Emerging Issues Task Force (“EITF”) Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received from a Vendor.” In accordance with the provisions of EITF No. 02-16, the company has changed the classification of certain vendor allowances that previously were recorded as a reduction of operating and administrative expenses, to classification as a reduction in cost of sales. Approximately $4.1 million of such vendor allowances were recorded as a reduction of cost of sales in the third quarter of 2003, which represented approximately 0.8 percent of sales from continuing operations.

 

Also, effective as of the end of the 2003 second quarter, the company adopted Financial Accounting Standards Board Interpretation (“FIN”) No. 46 “Consolidation of Variable Interest Entities” which required the consolidation by the company of a real estate synthetic lease facility not previously consolidated. In accordance with the provisions of FIN No. 46, the company has recorded approximately

 

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Page 3

 

Smart & Final Inc. Third Quarter 2003

 

$2.4 million of costs as interest expense in the third quarter of 2003 that previously were recorded in cost of sales as rental expense. In addition pursuant to FIN No. 46, the company recorded in the third quarter of 2003 approximately $0.4 million of depreciation expense in cost of sales that previously was not recorded. When compared to the prior year third quarter, the net effect of adopting FIN No. 46 to the third quarter of 2003 was to increase the gross margin from continuing operations as a percentage of sales by 0.4 percent.

 

Operating and administrative expenses from continuing operations increased to $77.0 million for the quarter as compared to $65.6 million for the prior year quarter. Operating and administrative expenses, as a percentage of sales, increased to 14.3 percent for the 2003 third quarter from 13.2 percent for the third quarter of 2002. The increase in operating and administrative expenses as a percentage of sales was primarily due to the accelerated vesting of restricted stock compensation, increased fringe benefit costs and legal expense, and the accounting impact of adopting EITF No. 02-16. The re-classification of $4.1 million of certain vendor allowances resulting from the adoption of EITF No. 02-16, contributed approximately 0.8 percent of the increase in operating and administrative expenses as a percentage of sales.

 

Interest expense, net from continuing operations increased to $6.0 million for the quarter as compared to $4.0 million for the prior year quarter. This increase is primarily due to the company’s adoption of FIN No. 46 and the recording of $2.4 million of interest expense costs that previously was reflected as rental expense in cost of sales.

 

The company recorded in the third quarter the last anticipated charges associated with the divestiture transactions. The company recorded $5.2 million net of tax in special charges in the third quarter related to its discontinued operations, including $1.1 million related to the sale and divestiture of the company’s Florida foodservice and stores businesses and $4.1 million in charges related to the divestiture of the northern California foodservice operation net of the gain realized on sale of certain assets. Including these special charges, the company reported a loss from discontinued operations, net of tax, of $7.4 million for the sixteen-week quarter ended October 5, 2003 ($0.25 per diluted share) and a loss from discontinued operations, net of tax, of $5.4 million for the prior year quarter ($0.18 per diluted share).

 

Year-to-date in 2003, the company’s net cash flow from operations was $50.2 million, an 18 percent increase from the prior year level.

 

In October 2003, the company entered into amendments of its revolving credit facility and synthetic lease facility to amend certain financial covenants. The company is currently in compliance

 

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Smart & Final Inc. Third Quarter 2003

 

with all covenants of its facilities and expects to remain in full compliance with the covenants through the expiration of the respective terms of the facilities. As previously announced, the company applied $42 million of cash proceeds from the divestiture transactions to reduce the balance outstanding under its revolving credit facility and the corresponding facility commitment amount. During the quarter an additional $4 million reduction was also made to the balance outstanding. At the end of the third quarter, the company’s usage of its revolving credit facility was $75 million and the facility commitment amount was $127.8 million. At the end of the third quarter, availability under the facility was approximately $34 million as determined by the facility’s borrowing base formula.

 

Founded in 1871 in downtown Los Angeles, Smart & Final Inc. operates 229 non-membership warehouse stores for food and foodservice supplies in California, Oregon, Washington, Arizona, Nevada, Idaho and northern Mexico at the end of the 2003 third quarter. For more information, visit the company’s website at www.smartandfinal.com.

 

Forward-Looking and Cautionary Statements

 

This Smart & Final press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and other expressions of management’s belief or opinion which reflect its current understanding or belief with respect to such matters. Such statements are subject to certain risks and uncertainties, including known and unknown factors as included in the company’s periodic filings with the Securities and Exchange Commission that could cause actual results to differ materially and adversely from those projected. 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. 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. Except as specifically set forth herein, the company undertakes no obligation to update any such forward-looking or other statement.

 

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Page 5

 

Smart & Final Inc. Third Quarter 2003

 

STANDARD PRESS RELEASE CALL INFO

 

A telephone conference call with Smart & Final’s senior management will be held on Wednesday, November 5, 2003 at 8:00 a.m. Pacific Daylight Time. The conference call is available in a listen-only mode through www.CCBN.com. Replays of the conference call will also be available.

 

INVESTOR LIST PRESS RELEASE CALL INFO

 

A telephone conference call with Smart & Final’s senior management will be held on Wednesday, November 5, 2003 at 8:00 a.m. Pacific Standard Time. To participate, call (706) 679-8131. A 24-hour replay of the conference call will be available after 10:00 a.m. Pacific time by calling (800) 642-1687 and entering reservation number 3311393. Replays of the conference call will also be available through www.CCBN.com

 

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SMART & FINAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share amounts)

 

     Sixteen Weeks Ended

    Forty Weeks Ended

 
     October 5,
2003


    October 6,
2002


    October 5,
2003


    October 6,
2002


 
     (Unaudited)  

Sales

   $ 538,392     $ 498,127     $ 1,285,693     $ 1,207,682  

Cost of sales, buying and occupancy

     442,892       416,132       1,065,735       1,017,020  
    


 


 


 


Gross margin

     95,500       81,995       219,958       190,662  

Operating and administrative expenses

     77,042       65,607       183,288       155,267  

Restructuring and other charges

     (400 )     —         18,000       —    
    


 


 


 


Income from operations

     18,858       16,388       18,670       35,395  

Interest expense, net

     5,976       3,986       11,424       9,645  
    


 


 


 


Income from continuing operations before income taxes

     12,882       12,402       7,246       25,750  

Income tax provision

     (4,858 )     (4,726 )     (3,175 )     (10,014 )

Equity earnings in unconsolidated subsidiary

     297       405       372       598  
    


 


 


 


Income from continuing operations

     8,321       8,081       4,443       16,334  

Discontinued operations, net of tax

     (7,405 )     (5,406 )     (67,295 )     (11,010 )
    


 


 


 


Income (loss) before cumulative effect of accounting change

     916       2,675       (62,852 )     5,324  

Cumulative effect of accounting change (variable interest entity, net of tax of $3,534)

     —         —         (5,301 )     —    
    


 


 


 


Net income (loss)

   $ 916     $ 2,675     $ (68,153 )   $ 5,324  
    


 


 


 


Earnings (loss) per common share

                                

Earnings per common share from continuing operations

   $ 0.28     $ 0.27     $ 0.15     $ 0.56  

Loss per common share from discontinued operations

     (0.25 )     (0.18 )     (2.26 )     (0.37 )

Cumulative effect of accounting change per common share

     —         —         (0.18 )     —    
    


 


 


 


Earnings (loss) per common share

   $ 0.03     $ 0.09     $ (2.29 )   $ 0.18  
    


 


 


 


Weighted average common shares

     29,740,307       29,432,264       29,787,585       29,409,699  
    


 


 


 


Earnings (loss) per common share, assuming dilution

                                

Earnings per common share, assuming dilution, from continuing operations

   $ 0.28     $ 0.27     $ 0.15     $ 0.55  

Loss per common share, assuming dilution, from discontinued operations

     (0.25 )     (0.18 )     (2.26 )     (0.37 )

Cumulative effect of accounting change per common share, assuming dilution

     —         —         (0.18 )     —    
    


 


 


 


Earnings (loss) per common share, assuming dilution

   $ 0.03     $ 0.09     $ (2.29 )   $ 0.18  
    


 


 


 


Weighted average common shares and common share equivalents

     29,924,408       29,433,016       29,787,585       29,552,151  
    


 


 


 


 

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SMART & FINAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AS A PERCENTAGE OF SALES

 

     Sixteen Weeks Ended

    Forty Weeks Ended

 
     October 5,
2003


    October 6,
2002


    October 5,
2003


    October 6,
2002


 
     (Unaudited)  

Sales

   100.0 %   100.0 %   100.0 %   100.0 %

Cost of sales, buying and occupancy

   82.3     83.5     82.9     84.2  
    

 

 

 

Gross margin

   17.7     16.5     17.1     15.8  

Operating and administrative expenses

   14.3     13.2     14.3     12.9  

Restructuring and other charges

   (0.1 )   —       1.4     —    
    

 

 

 

Income from operations

   3.5     3.3     1.5     2.9  

Interest expense, net

   1.1     0.8     0.9     0.8  
    

 

 

 

Income from continuing operations before income taxes

   2.4     2.5     0.6     2.1  

Income tax provision

   (0.9 )   (0.9 )   (0.2 )   (0.8 )

Equity earnings in unconsolidated subsidiary

   0.1     0.1     —       —    
    

 

 

 

Income from continuing operations

   1.5     1.6     0.3     1.4  

Discontinued operations, net of tax

   (1.4 )   (1.1 )   (5.2 )   (0.9 )
    

 

 

 

Income (loss) before cumulative effect of accounting change

   0.2     0.5     (4.9 )   0.4  

Cumulative effect of accounting change (variable interest entity, net of tax of $3,534)

   —       —       (0.4 )   —    
    

 

 

 

Net income (loss)

   0.2 %   0.5 %   (5.3 )%   0.4 %
    

 

 

 

 

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SMART & FINAL INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share amounts)

 

     October 5, 2003

    December 29, 2002

 
     (Unaudited)        

ASSETS

                

Current assets:

                

Cash and cash equivalents

   $ 40,925     $ 23,002  

Trade notes and accounts receivable, less allowance for doubtful accounts of $404 in 2003 and $398 in 2002

     18,645       18,430  

Inventories

     123,013       123,578  

Prepaid expenses and other current assets

     14,405       8,370  

Deferred tax asset

     12,513       13,162  

Assets of discontinued operations

     8,966       154,432  
    


 


Total current assets

     218,467       340,974  

Property, plant and equipment:

                

Land

     68,156       32,207  

Buildings and improvements

     64,251       30,308  

Leasehold improvements

     110,922       109,098  

Fixtures and equipment

     176,690       173,458  
    


 


       420,019       345,071  

Less—Accumulated depreciation and amortization

     172,902       155,240  
    


 


Net property, plant and equipment

     247,117       189,831  

Assets under capital leases, net of accumulated amortization of $9,486 in 2003 and $9,416 in 2002

     4,198       4,280  

Goodwill, net of accumulated amortization of $3,455 in 2003 and 2002

     34,775       34,775  

Deferred tax asset

     32,234       8,963  

Other assets

     51,070       42,234  
    


 


Total assets

   $ 587,861     $ 621,057  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                

Current liabilities:

                

Current maturities of long-term debt and capital leases

   $ 143,630     $ 136,719  

Accounts payable

     75,071       72,753  

Accrued salaries and wages

     13,035       8,432  

Other accrued liabilities

     56,556       38,720  

Notes payable to affiliate

     20,100       —    

Liabilities of discontinued operations

     10,586       31,233  
    


 


Total current liabilities

     318,978       287,857  

Long-term liabilities:

                

Obligations under capital leases

     4,812       5,314  

Other long-term liabilities

     19,912       17,557  

Workers’ compensation reserve, postretirement and postemployment benefits

     38,161       38,794  
    


 


Total long-term liabilities

     62,885       61,665  

Commitments and contingencies

                

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; 29,915,624 shares issued and outstanding in 2003 and 29,443,198 in 2002)

     299       294  

Additional paid-in capital

     208,495       206,926  

Notes receivable for common stock

     (100 )     (100 )

Accumulated other comprehensive loss

     (10,745 )     (11,787 )

Retained earnings

     8,049       76,202  
    


 


Total stockholders’ equity

     205,998       271,535  
    


 


Total liabilities and stockholders’ equity

   $ 587,861     $ 621,057  
    


 


 

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SMART & FINAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

     Forty Weeks Ended

 
     October 5,
2003


    October 6,
2002


 
     (Unaudited)  

Cash Flows from Operating Activities:

                

Net (loss) income

   $ (68,153 )   $ 5,324  

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

                

Gain on disposal of property, plant and equipment

     (5,192 )     (1,549 )

Depreciation and amortization

     28,103       27,481  

Deferred tax provision (benefit)

     2,276       (332 )

Amortization of deferred financing costs

     2,378       1,410  

Equity earnings in unconsolidated subsidiary

     (372 )     (598 )

Asset impairment charges, net of tax

     14,973       —    

Non-cash restructuring and other charges, net of tax

     14,940       —    

Loss on sale of foodservice operations, net of tax

     36,661       —    

Cumulative effect of accounting change, net of tax

     5,301       —    

Decrease (increase) in:

                

Trade notes and accounts receivable

     13,308       9,617  

Inventories

     20,407       6,692  

Prepaid expenses and other assets

     1,282       (811 )

Increase (decrease) in:

                

Accounts payable

     (8,448 )     (6,246 )

Accrued salaries and wages

     3,170       (3,214 )

Other accrued liabilities

     (10,410 )     4,969  
    


 


Net cash provided by operating activities

     50,224       42,743  
    


 


Cash Flows from Investing Activities:

                

Acquisition of property, plant and equipment

     (18,158 )     (38,239 )

Proceeds from disposal of property, plant and equipment

     17,233       5,710  

Investment in capitalized software

     (7,029 )     (2,673 )

Net proceeds from divestitures

     38,752       —    

Other

     (1,564 )     (1,246 )
    


 


Net cash provided by (used) in investing activities

     29,234       (36,448 )
    


 


Cash Flows from Financing Activities:

                

Payments on bank line of credit

     (62,500 )     (17,000 )

Borrowings on bank line of credit

     7,500       20,000  

Payments on notes payable

     (6,535 )     (7,381 )

Proceeds from issuance of common stock, net of costs

     —         11  
    


 


Net cash used in financing activities

     (61,535 )     (4,370 )
    


 


Increase in cash and cash equivalents

     17,923       1,925  

Cash and cash equivalents at beginning of the period

     23,002       23,016  
    


 


Cash and cash equivalents at end of the period

   $ 40,925     $ 24,941  
    


 


 

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