UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) May 1, 2019

 

SMART & FINAL STORES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-36626

 

80-0862253

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

600 Citadel Drive, Commerce, CA

 

90040

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (323) 869-7500

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 2.02              Results of Operations and Financial Condition.

 

On May 1, 2019, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended March 24, 2019.  The text of the press release is included as Exhibit 99.1 to this Form 8-K.

 

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)                           Exhibits:

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated May 1, 2019

 

2


 

Exhibit Index

 

Exhibit Number

 

Description

99.1

 

Press Release, dated May 1, 2019

 

3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

SMART & FINAL STORES, INC.

 

 

Date: May 1, 2019

 

 

 

 

 

 

By:

/s/ Richard N. Phegley

 

Name:

Richard N. Phegley

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

4


Exhibit 99.1

 

 

Smart & Final Stores, Inc. Reports First Quarter 2019 Financial Results

 

COMMERCE, Calif. (May 1, 2019) — Smart & Final Stores, Inc. (the “Company”) (NYSE:SFS), the value-oriented food and everyday staples retailer, today reported financial results for the fiscal first quarter ended March 24, 2019.

 

First Quarter Highlights:

 

·                  Net sales increased 2.8% to $1,044.8 million, with a comparable store sales increase of 2.2%

·                  Gross margin increased 7.0% to $156.3 million

·                  Adjusted EBITDA increased 3.6% to $29.6 million

·                  2019 Guidance withdrawn due to pending Apollo Global Management tender offer

 

“We had a strong start to the year, with sales growth of 2.8% despite a challenging operating environment characterized by low product price inflation and severe weather in many of our market areas,” said David Hirz, president and chief executive officer. “Our comparable store sales growth of 2.2% highlights the value of our differentiated store banners focused on both business and household customers, growth of our private label offerings, our unique warehouse and club-pack assortments, and the success of our ongoing customer service initiatives. We remain dedicated to enhancing our customers’ shopping experience both in-store and online through our investment in innovative new technology and merchandising programs.”

 

Mr. Hirz continued, “On April 16, 2019, we announced an agreement to be acquired by funds managed by affiliates of Apollo Global Management. The proposed transaction, which is supported by our majority shareholder, is a testament to the strength of our franchise and the talent and expertise of our associates. We look forward to closing the transaction and benefitting from Apollo’s strategic guidance to help accelerate our business strategy and the growth of our two distinct banners as we begin a new chapter in our almost 150 year-long history.”

 

In order to aid understanding of the Company’s business performance, it has presented results in conformity with accounting principles generally accepted in the United States (“GAAP”) and has also presented EBITDA, adjusted EBITDA, adjusted net loss, adjusted net loss per share, and adjusted net loss per diluted share, which are non-GAAP measures that are explained and reconciled to the comparable GAAP measures in the tables included in this release. Where applicable, the results below are first presented on a GAAP basis and then on a non-GAAP adjusted basis.

 

Fiscal First Quarter 2019 Financial Results

 

Net sales were $1,044.8 million in the 12-week quarter ended March 24, 2019, representing a 2.8% increase as compared to $1,016.2 million for the same period of 2018. Net sales growth was driven by a 2.2% increase in comparable store sales and by the net sales contribution of new stores. Comparable store sales growth was comprised of a 1.7% increase in comparable average transaction size, and a 0.4% increase in comparable transaction count.

 


 

Net sales for Smart & Final banner stores were $815.9 million, a 2.6% increase as compared to $795.2 million for the same period of 2018. Comparable store sales growth for the Smart & Final banner was 2.4% in the first quarter.

 

Net sales for Smart Foodservice Warehouse banner stores were $228.9 million, a 3.6% increase as compared to $221.0 million for the same period of 2018. Comparable store sales growth for the Smart Foodservice Warehouse banner was 1.5% in the first quarter.

 

Gross margin was $156.3 million, a 7.0% increase as compared to $146.3 million in the first quarter of 2018. Gross margin rate was 15.0% as compared to 14.4% for the same period of 2018.

 

Operating and administrative expenses were $155.0 million, a 5.2% increase as compared to $147.4 million for the same period of 2018. This increase was related to expenses associated with the effect of higher minimum wages, the eight new stores that opened following the first quarter of 2018 through the end of the first quarter of 2019 and related support costs.

 

Net loss was $6.7 million, or $0.09 per share, as compared to a net loss of $7.1 million, or $0.10 per share, for the same period of 2018.

 

Adjusted net loss was $3.3 million, or $0.04 per share, as compared to an adjusted net loss of $2.8 million, or $0.04 per share, for the same period of 2018.

 

Adjusted EBITDA was $29.6 million, an increase of 3.6% as compared to $28.6 million for the same period of 2018.

 

Growth and Development

 

During the fiscal first quarter of 2019, the Company opened one new Smart Foodservice Warehouse store. As of March 24, 2019, the Company operated a total of 327 stores, including 201 Smart & Final Extra! stores, 59 legacy format Smart & Final stores and 67 Smart Foodservice stores.

 

Operating Stores at Quarter End (March 24, 2019)

 

 

 

Smart & Final Banner Stores

 

Smart

 

 

 

 

 

 

 

 

 

 

 

Foodservice

 

 

 

 

 

 

 

 

 

 

 

Warehouse

 

 

 

 

 

Extra!

 

Legacy

 

 

 

Banner

 

Total

 

 

 

format

 

format

 

Total

 

Stores

 

Company

 

End of Fiscal Year 2018

 

201

 

59

 

260

 

66

 

326

 

New stores

 

 

 

 

1

 

1

 

Relocations, net

 

 

 

 

 

 

Conversions

 

 

 

 

 

 

Store closures

 

 

 

 

 

 

End of 1st Quarter 2019

 

201

 

59

 

260

 

67

 

327

 

 

Leverage and Liquidity

 

As of March 24, 2019, the Company’s debt, net of debt issuance costs, was $653.7 million and cash and cash equivalents were $57.9 million.

 

2


 

For the twelve weeks ended March 24, 2019, the Company generated cash from operations of $12.1 million and invested $26.1 million in capital expenditures, primarily related to the improvement of existing assets.

 

Subsequent Events — Pending Transaction

 

On April 16, 2019, the Company entered into a definitive merger agreement under which certain investment funds (“Apollo Funds”) managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) will acquire all of Smart & Final’s common stock for $6.50 per share. The transaction, which is expected to close by the third quarter of 2019, is conditioned upon satisfaction of the minimum tender condition which requires that shares representing more than 50 percent of the Company’s common shares be tendered, the receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Mexican competition law approval, and other customary closing conditions. Upon completion of the transaction, the Company will be a privately held portfolio company of the Apollo Funds, and Smart & Final’s common stock will no longer be listed on the New York Stock Exchange.

 

Outlook

 

In light of the pending transaction, the Company is no longer providing guidance for its fiscal year ending December 29, 2019.

 

Fiscal First Quarter 2019 Conference Call

 

The Company will host a conference call today at 8:00 a.m. Eastern Time / 5:00 a.m. Pacific Time to discuss its fiscal first quarter 2019 financial results. There will not be a question and answer session following management’s prepared remarks due to the pending transaction. To participate in the call, please dial (877) 407-0784 (U.S.) or (201) 689-8560 (International) ten minutes prior to the start time. The conference call can also be accessed on the “For Investors” section of the Company’s web site at www.smartandfinal.com.

 

For those unable to participate during the live broadcast, a telephonic replay of the call will also be available beginning today at approximately 11:00 a.m. Eastern Time, by dialing (844) 512-2921 (U.S.) or (412) 317-6671 (International) and entering the replay pin number: 13689451. The telephonic replay will be available until 11:59 p.m. Eastern Time, May 15, 2019.

 

About Smart & Final

 

Smart & Final Stores, Inc. (NYSE: SFS), is a value-oriented food and everyday staples retailer, headquartered in Commerce (near Los Angeles), California. The Company offers quality products in a variety of sizes, saving household, nonprofit and business customers time and money. As of March 24, 2019, the Company operated 327 grocery and foodservice stores under the “Smart & Final,” “Smart & Final Extra!” and “Smart Foodservice Warehouse Stores” banners in California, Oregon, Washington, Arizona, Nevada, Idaho, Montana and Utah, with an additional 15 stores in Northwestern Mexico operated through a joint venture. In business for over 147 years, the Company remains committed to giving back to local communities through employee volunteer opportunities and Company donations to local nonprofits.

 

3


 

Forward-Looking Statements

 

This communication contains forward-looking statements in addition to historical and other information. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would,” or any variations of these words, or other words with similar meanings to or that otherwise, are used to identify forward-looking statements although not all forward-looking statements contain these words. All statements that address activities, events, performance or developments that the Company intends, expects or believes may occur in the future are forward-looking statements. Forward-looking statements may relate to such matters as the tender offer, its completion and the completion of the related transactions (including the merger), and payment of dividends, as well as the Company’s industry, business strategy, goals, projections and expectations concerning the Company’s market positions, future operations, future performance, results or condition, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings. The Company also derives many of its forward-looking statements from its operating budgets and forecasts, which are based upon many detailed assumptions. The following are some of the factors and uncertainties that could cause actual future results, performance, condition and events to differ, including materially, from those expressed in any forward-looking statements: (1) uncertainties as to the timing of the tender offer and the proposed transactions relating to the tender offer; (2) the risk that the proposed transactions, including the tender offer and related merger, may not be completed in a timely manner or at all; (3) uncertainties as to the percentage of the Company’s stockholders that will support the proposed transactions and tender their shares in the tender offer; (4) the possibility that competing offers or acquisition proposals for the Company will be made; (5) the possibility that any or all of the various conditions to the consummation of the proposed transactions may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and by the Mexican Federal Economic Competition Commission or the Mexican Federal Institute of Telecommunications (as applicable) (or any conditions, limitations or restrictions placed on such approvals); (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger (such as the occurrence of a material adverse effect), including in circumstances that would require the Company to pay a termination fee or other expenses; (7) risks regarding the failure to obtain the necessary financing to complete the proposed transactions; (8) risks related to the equity and debt financing and related guarantee arrangements entered into in connection with the proposed transactions; (9) the effect of the announcement or pendency of the proposed transactions on the ability to retain and hire key personnel, to maintain relationships with customers, retailers, suppliers and others with whom business is done, and operating results and business generally; (10) risks related to diverting management’s attention from ongoing business operations; (11) the risk that stockholder litigation in connection with the proposed transactions may result in significant costs of defense, indemnification and liability; (12) effects of changes in the general business, political and economic climates; and (13) other factors as set forth from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Form 10-K for the fiscal year ended December 30, 2018, subsequent Form 10-Q filings, and other SEC filings. These forward-looking statements reflect the Company’s expectations as of the date of this communication. Factors or events that could affect the proposed transactions or cause actual events, results or performance to differ, including materially, may emerge from time to time and are beyond the control of the Company and it is not possible for the Company to predict all of them. Accordingly, no assurances can be given as to, among other things, whether the proposed transactions will be completed or if any of the other events

 

4


 

anticipated by the forward-looking statements will occur or what impact they will have. The reader is cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this communication speak only as of the date hereof. The Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

 

Additional Information and Where to Find It

 

The tender offer for the outstanding shares of the Company referenced in this press release has not yet commenced. This communication is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that the Apollo Funds and their acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, the Apollo Funds and their acquisition subsidiary will file tender offer materials on Schedule TO, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY IN THEIR ENTIRETY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.

 

The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of the Company at no expense to them. The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available) will be made available for free at the SEC’s web site at www.sec.gov. Investors and securityholders may obtain a free copy of the Solicitation/Recommendation Statement and other related documents (when available) that the Company files with the SEC, free of charge, from the Company at investors@smartandfinal.com or by directing a request to Investor Relations, at 310.829.5400 or investors@smartandfinal.com.

 

INVESTOR CONTACTS:

Addo Investor Relations

310.829.5400

investors@smartandfinal.com

 

MEDIA CONTACT:

press@smartandfinal.com

 

5


 

Smart & Final Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In Thousands, Except Share and Per Share Amounts)

 

 

 

Twelve Weeks Ended

 

 

 

March 24, 2019

 

March 25, 2018

 

 

 

 

 

 

 

Net sales

 

$

1,044,802

 

$

1,016,237

 

Cost of sales, buying and occupancy

 

888,466

 

869,975

 

Gross margin

 

156,336

 

146,262

 

 

 

 

 

 

 

Operating and administrative expenses

 

155,038

 

147,430

 

Income (loss) from operations

 

1,298

 

(1,168

)

 

 

 

 

 

 

Interest expense, net

 

10,578

 

9,251

 

Equity in earnings of joint venture

 

433

 

577

 

Loss before income taxes

 

(8,847

)

(9,842

)

 

 

 

 

 

 

Income tax benefit

 

2,170

 

2,748

 

Net loss

 

$

(6,677

)

$

(7,094

)

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

Basic

 

$

(0.09

)

$

(0.10

)

Diluted

 

$

(0.09

)

$

(0.10

)

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

73,867,084

 

72,231,171

 

Diluted

 

73,867,084

 

72,231,171

 

 

6


 

Smart & Final Stores, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Amounts)

 

 

 

March 24, 2019

 

December 30, 2018

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

57,872

 

$

67,217

 

Accounts receivable, less allowances of $100 and $100 at March 24, 2019 and December 30, 2018, respectively

 

37,786

 

36,771

 

Inventories

 

286,902

 

301,938

 

Prepaid expenses and other current assets

 

25,721

 

32,346

 

Total current assets

 

408,281

 

438,272

 

 

 

 

 

 

 

Property, plant, and equipment:

 

 

 

 

 

Land

 

11,463

 

9,734

 

Buildings and improvements

 

56,705

 

60,637

 

Leasehold improvements

 

379,685

 

367,820

 

Fixtures and equipment

 

469,350

 

450,267

 

Construction in progress

 

16,797

 

21,784

 

 

 

934,000

 

910,242

 

Less accumulated depreciation and amortization

 

465,439

 

428,095

 

 

 

468,561

 

482,147

 

Assets under capital leases

 

 

16,862

 

Operating lease assets

 

886,091

 

 

Capitalized software, net of accumulated amortization of $21,902 and $20,294 at March 24, 2019 and December 30, 2018, respectively

 

35,089

 

33,725

 

Other intangible assets, net

 

310,722

 

355,554

 

Goodwill

 

291,918

 

291,918

 

Equity investment in joint venture

 

17,705

 

17,468

 

Other assets

 

80,312

 

75,972

 

Total assets

 

$

2,498,679

 

$

1,711,918

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

209,453

 

$

239,668

 

Accrued salaries and wages

 

37,409

 

36,757

 

Accrued expenses

 

91,289

 

99,317

 

Current portion of operating and financing lease liabilities

 

77,486

 

 

Current portion of debt, less debt issuance costs

 

34,196

 

29,095

 

Total current liabilities

 

449,833

 

404,837

 

Obligations under capital leases

 

 

17,177

 

Obligations under financing leases

 

22,229

 

 

Long-term operating lease liabilities

 

867,606

 

 

Long-term debt, less debt issuance costs

 

619,544

 

619,204

 

Deferred income taxes

 

46,942

 

50,365

 

Postretirement and postemployment benefits

 

116,067

 

115,402

 

Other long-term liabilities

 

82,867

 

196,778

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value; Authorized shares — 10,000,000 Issued and outstanding shares — none

 

 

 

Common stock, $0.001 par value; Authorized shares — 340,000,000 Issued and outstanding shares - 76,522,262 and 76,524,061 at March 24, 2019 and December 30, 2018, respectively

 

77

 

77

 

Additional paid-in capital

 

523,868

 

521,183

 

Retained deficit

 

(207,503

)

(190,315

)

Accumulated other comprehensive loss

 

(22,851

)

(22,790

)

Total stockholders’ equity

 

293,591

 

308,155

 

Total liabilities and stockholders’ equity

 

$

2,498,679

 

$

1,711,918

 

 

7


 

Smart & Final Stores, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)

 

 

 

Twelve Weeks Ended

 

 

 

March 24, 2019

 

March 25, 2018

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

Net loss

 

$

(6,677

)

$

(7,094

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

12,714

 

13,880

 

Amortization

 

10,698

 

9,412

 

Amortization of debt discount and debt issuance costs

 

472

 

459

 

Share-based compensation

 

2,703

 

3,285

 

Deferred income taxes

 

(628

)

(257

)

Equity in earnings of joint venture

 

(433

)

(577

)

Loss (gain) on disposal of property, plant, and equipment

 

85

 

(32

)

Asset impairment

 

322

 

1,425

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(1,015

)

3,452

 

Inventories

 

15,036

 

1,972

 

Prepaid expenses and other assets

 

6,494

 

7,520

 

Operating lease assets

 

17,528

 

 

Accounts payable

 

(30,215

)

(24,319

)

Accrued salaries and wages

 

652

 

(5,140

)

Operating lease liabilities

 

(19,653

)

 

Other accrued liabilities

 

3,968

 

14,209

 

Net cash provided by operating activities

 

12,051

 

18,195

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchases of property, plant, and equipment

 

(22,208

)

(25,478

)

Proceeds from disposal of property, plant, and equipment

 

137

 

33

 

Investment in capitalized software

 

(3,899

)

(3,523

)

Other

 

(167

)

(19

)

Net cash used in investing activities

 

(26,137

)

(28,987

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Proceeds from exercise of stock options

 

27

 

336

 

Payment of minimum withholding taxes on net share settlement of share-based compensation awards

 

(45

)

(65

)

Fees paid in conjunction with debt financing

 

(31

)

(31

)

Borrowings on bank line of credit

 

36,000

 

27,000

 

Payments on bank line of credit

 

(31,000

)

(39,000

)

Principal payments on finance leases

 

(210

)

 

Cash from landlord related to financing lease obligations

 

 

6,671

 

Net cash provided by (used in) financing activities

 

4,741

 

(5,089

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(9,345

)

(15,881

)

Cash and cash equivalents at beginning of period

 

67,217

 

71,671

 

Cash and cash equivalents at end of period

 

$

57,872

 

$

55,790

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

6,720

 

$

1,116

 

Income taxes

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

Software development costs incurred but not paid

 

$

1,509

 

$

2,115

 

Construction in progress costs incurred but not paid

 

12,752

 

14,888

 

Property acquired through financing lease obligations

 

 

232

 

 

8


 

 Smart & Final Stores, Inc. and Subsidiaries

 Segment Reporting

 (In Thousands)

 

 

 

Smart & Final

 

Smart Foodservice

 

Corporate / Other

 

Consolidated

 

Twelve Weeks Ended March 24, 2019

 

 

 

 

 

 

 

 

 

Net sales

 

$

815,909

 

$

228,893

 

$

 

$

1,044,802

 

Cost of sales, distribution and store occupancy

 

691,406

 

194,937

 

2,123

 

888,466

 

Operating and administrative expenses

 

116,313

 

19,261

 

19,464

 

155,038

 

Income (loss) from operations

 

$

8,190

 

$

14,695

 

$

(21,587

)

$

1,298

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

15,315

 

$

5,150

 

$

5,642

 

$

26,107

 

 

 

 

 

 

 

 

 

 

 

Twelve Weeks Ended March 25, 2018

 

 

 

 

 

 

 

 

 

Net sales

 

$

795,192

 

$

221,045

 

$

 

$

1,016,237

 

Cost of sales, distribution and store occupancy

 

678,615

 

189,471

 

1,889

 

869,975

 

Operating and administrative expenses

 

109,569

 

17,796

 

20,065

 

147,430

 

Income (loss) from operations

 

$

7,008

 

$

13,778

 

$

(21,954

)

$

(1,168

)

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

23,859

 

$

1,270

 

$

3,872

 

$

29,001

 

 

9


 

Non-GAAP Financial Measures

 

To supplement the Company’s financial information presented in accordance with GAAP, the Company uses certain non-GAAP financial measures (namely EBITDA and adjusted EBITDA, adjusted net income (loss), adjusted net income (loss) per share, and adjusted net income (loss) per diluted share) to evaluate our operating and financial performance and to compare such performance to that of prior periods. We also use these non-GAAP financial measures in making operational and financial decisions and in establishing operational goals. We believe that providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, helps investors to (i) evaluate our operating and financial performance and future prospects, (ii) compare financial results across accounting periods, (iii) better understand the long-term performance of our core business and (iv) evaluate trends in our business, all consistent with how management evaluates such performance and movements. The Company defines EBITDA as net income (loss) before depreciation and amortization, interest expense and provision (benefit) for income tax, and adjusted EBITDA as EBITDA adjusted for the items set forth in the table below.  The Company defines adjusted net income (loss) as net income (loss) adjusted for the items set forth in the table below. The Company defines adjusted net income (loss) per share as adjusted net income (loss) divided by the weighted average basic shares outstanding. The Company defines adjusted net income (loss) per diluted share as adjusted net income (loss) divided by the weighted average diluted shares outstanding.

 

Use of these non-GAAP measures may differ from similar measures reported by other companies. Each of these non-GAAP measures has its limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

 

The following tables present reconciliations of net loss to EBITDA, adjusted EBITDA and adjusted net loss, and net loss per share to adjusted net loss per share and adjusted net loss per diluted share, for the twelve-week periods ended March 24, 2019 and March 25, 2018.

 

10


 

Smart & Final  Stores, Inc. and Subsidiaries

Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA

(Unaudited)

(In Thousands)

 

 

 

Twelve Weeks
Ended March 24,
2019

 

Twelve Weeks
Ended March 25,
2018

 

Net loss

 

$

(6,677

)

$

(7,094

)

Depreciation and amortization

 

23,413

 

23,292

 

Interest expense, net

 

10,579

 

9,251

 

Income tax benefit

 

(2,170

)

(2,748

)

EBITDA

 

25,145

 

22,701

 

 

 

 

 

 

 

Adjustments to EBITDA

 

 

 

 

 

Net loss from closed stores and exit costs (a)

 

524

 

91

 

Loss from asset dispositions and impairment charges (b)

 

379

 

1,418

 

Share-based compensation expense (c)

 

2,703

 

3,285

 

Non-cash rent (d)

 

609

 

1,203

 

Pre-opening costs (e)

 

156

 

(69

)

Other items (f)

 

131

 

 

Adjusted EBITDA

 

$

29,647

 

$

28,629

 

 

11


 

Smart & Final  Stores, Inc. and Subsidiaries

Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss

(Unaudited)

(In Thousands, Except Share and Per Share Amounts)

 

 

 

Twelve Weeks
Ended March 24,
2019

 

Twelve Weeks
Ended March 25,
2018

 

Net loss

 

$

(6,677

)

$

(7,094

)

Income tax benefit

 

(2,170

)

(2,748

)

Loss before income taxes

 

(8,847

)

(9,842

)

 

 

 

 

 

 

Adjustments to net loss

 

 

 

 

 

Net loss from closed stores and exit costs (a)

 

524

 

91

 

Loss from asset dispositions and impairment charges (b)

 

379

 

1,418

 

Share-based compensation expense (c)

 

2,703

 

3,285

 

Non-cash rent (d)

 

609

 

1,203

 

Pre-opening costs (e)

 

156

 

(69

)

Other items (f)

 

131

 

 

Adjusted income tax benefit

 

1,022

 

1,092

 

Adjusted net loss

 

$

(3,323

)

$

(2,822

)

 

 

 

 

 

 

Adjusted Net Loss Per Share

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic

 

$

(0.09

)

$

(0.10

)

Per share impact of net loss adjustments

 

0.05

 

0.06

 

Adjusted net loss per share - basic

 

$

(0.04

)

$

(0.04

)

 

 

 

 

 

 

Net loss per share - diluted

 

$

(0.09

)

$

(0.10

)

Per share impact of net loss adjustments

 

0.05

 

0.06

 

Adjusted net loss per share - diluted

 

$

(0.04

)

$

(0.04

)

 

 

 

 

 

 

Weighted average shares - basic

 

73,867,084

 

72,231,171

 

Weighted average shares - diluted

 

73,867,084

 

72,231,171

 

 


(a)  Represents costs associated with store closure and exit costs.

(b)  Represents non-cash loss associated with asset dispositions and impairment charges.

(c)  Represents expenses associated with the Company’s equity-based incentive award program.

(d)  Represents non-cash component of recognized rent expense.

(e)  Represents new store and relocation opening costs consisting primarily of rent, utilities, distribution, store labor and advertising.

(f)  Represents legal costs in the twelve weeks ended March 24, 2019.

 

12


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