Form 10-Q

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G7fssieOF5pKjlq9BisEDElXzLj6xKaQpQ0VgZXDFL0HBh6x60EjOW4OFWrOMsIo LdgS0eJ+GULfdNrVOCvmKw== 0001193125-06-152745.txt : 20060725 0001193125-06-152745.hdr.sgml : 20060725 20060725171016 ACCESSION NUMBER: 0001193125-06-152745 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060618 FILED AS OF DATE: 20060725 DATE AS OF CHANGE: 20060725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMART & FINAL INC/DE CENTRAL INDEX KEY: 0000875751 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 954079584 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10811 FILM NUMBER: 06979721 BUSINESS ADDRESS: STREET 1: 600 CITADEL DRIVE CITY: CITY OF COMMERCE STATE: CA ZIP: 90040 BUSINESS PHONE: 3238697500 MAIL ADDRESS: STREET 1: 600 CITADEL DRIVE CITY: CITY OF COMMERCE STATE: CA ZIP: 90040 FORMER COMPANY: FORMER CONFORMED NAME: SFI CORP /CA DATE OF NAME CHANGE: 19600201 10-Q 1 d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark one)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 18, 2006

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-10811

SMART & FINAL INC.

(Exact name of registrant as specified in its charter)


Delaware		No. 95-4079584
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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)

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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.

As of July 19, 2006, the registrant had outstanding 31,743,827shares of common stock.

SMART & FINAL INC.

Index


Caption		Page

Forward-Looking Statements		2

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Unaudited Consolidated Balance Sheets	3

	Unaudited Consolidated Statements of Operations	4

	Unaudited Consolidated Statements of Cash Flows	5

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	32

Part II	OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults upon Senior Securities	34

Item 4.	Submission of Matters to a Vote of Security Holders	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

SIGNATURES		36

Forward-Looking Statements

When used in this quarterly 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 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks and uncertainties, including known and unknown factors as included in the periodic filings by Smart & Final Inc. with the Securities and Exchange Commission and 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 our management which, although believed to be reasonable, are inherently uncertain and difficult to predict; therefore, undue reliance should not be placed upon such statements. Actual results may differ materially and adversely from such statements due to known and unknown factors. The following important factors, among others, could cause our results of operations to be materially and adversely affected in future periods:

•

increased competitive pressures;

•

deterioration in national or regional economic conditions;

•

inability to fund or execute our store expansion plan;

•

interruption of the supply chain and/or inability to obtain adequate supplies of products;

•

resolution of litigation matters;

•

adverse state or federal legislation or regulation that increases the costs of compliance or adverse findings by a regulator with respect to existing operations; and

•

implementation of key information system initiatives and their effect on our operations including our system of internal control.

Many of these factors are beyond our control. Current and future operating trends and results may be impacted by other important factors.

Additionally, we have engaged a financial advisor to assist us in studying potential strategic alternatives. There can be no assurance as to the timing of this process or that any specific transaction will result.

Furthermore, there can be no assurance that we will not incur new or additional unforeseen costs in connection with the ongoing conduct of our business, including costs associated with the study of potential strategic alternatives and costs resulting from the potential consummation of a specific transaction. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Additional information regarding these factors and other risks is included in Part I, Item 1A. “Risk Factors” of our 2005 Annual Report on Form 10-K. Except as specifically set forth below in Part II, Item 1A. “Risk Factors” and in Part II, Item 5. “Other Information” for material changes, if applicable, during the quarter ended June 18, 2006, we undertake no obligation to update any such forward-looking or other statement.

SMART & FINAL INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share amounts)


	June 18, 2006			January 1, 2006
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,363		$	31,887
Accounts receivable, less allowance for doubtful accounts of $239 in 2006 and $273 in 2005		13,754			18,410
Inventories		161,884			158,553
Prepaid expenses and other current assets		10,130			16,333
Deferred tax assets		13,356			13,036
Assets held for sale		2,129			2,129

Total current assets		240,616			240,348
Property, plant and equipment:
Land		70,858			70,860
Buildings and improvements		62,306			62,335
Leasehold improvements		138,061			137,467
Fixtures and equipment		216,358			209,751

		487,583			480,413
Less – Accumulated depreciation and amortization		234,779			221,951

Net property, plant and equipment		252,804			258,462
Assets under capital leases, net of accumulated amortization of $4,314 in 2006 and $5,106 in 2005		1,204			1,423
Goodwill		34,775			34,775
Deferred tax assets		28,749			28,749
Equity investment in joint venture		8,033			7,481
Cash held in real estate trust		123			120
Other assets		68,180			66,960

Total assets	$	634,484		$	638,318

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and capital leases	$	53,937		$	54,076
Notes payable to affiliate		33,134			33,146
Accounts payable		92,874			99,694
Accrued salaries and wages		15,705			19,898
Other accrued liabilities		35,592			56,251
Liabilities of discontinued operations		855			1,101

Total current liabilities		232,097			264,166
Long-term liabilities:
Obligations under capital leases		1,576			1,848
Bank debt		35,000			20,000
Other long-term liabilities		36,114			35,086
Postretirement and postemployment benefits		42,635			43,275

Total long-term liabilities		115,325			100,209
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; 32,494,959 shares issued and outstanding in 2006 and 31,903,478 in 2005)		322			319
Additional paid-in capital		236,931			231,775
Retained earnings		75,817			67,523
Accumulated other comprehensive loss		(15,868	)		(15,822	)
Notes receivable for common stock		(18	)		(18	)
Treasury stock, at cost, 751,432 shares in 2006 and 729,475 in 2005		(10,122	)		(9,834	)

Total stockholders’ equity		287,062			273,943

Total liabilities and stockholders’ equity	$	634,484		$	638,318

The accompanying notes are an integral part of these consolidated financial statements.

SMART & FINAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share amounts)


	Twelve Weeks Ended						Twenty-four Weeks Ended
	June 18, 2006			June 19, 2005			June 18, 2006			June 19, 2005
	(Unaudited)						(Unaudited)
Sales	$	493,737		$	484,105		$	940,516		$	911,730
Cost of sales, buying and occupancy		412,487			404,373			788,449			763,823

Gross margin		81,250			79,732			152,067			147,907
Operating and administrative expenses		69,731			64,324			134,451			124,541

Income from operations		11,519			15,408			17,616			23,366
Interest expense, net		2,488			2,171			4,893			4,380

Income from continuing operations before income taxes		9,031			13,237			12,723			18,986
Income tax provision		(3,580	)		(5,211	)		(5,023	)		(7,449	)
Equity earnings of joint venture		331			165			594			155

Income from continuing operations		5,782			8,191			8,294			11,692
Discontinued operations, net of tax		—			(100	)		—			(406	)

Net income	$	5,782		$	8,091		$	8,294		$	11,286

Earnings per common share*
Earnings per common share from continuing operations	$	0.18		$	0.27		$	0.27		$	0.38
Loss per common share from discontinued operations		—			—			—			(0.01	)

Earnings per common share	$	0.18		$	0.26		$	0.27		$	0.37

Weighted average common shares		31,379,382			30,742,029			31,245,683			30,691,318

Earnings per common share, assuming dilution*
Earnings per common share, assuming dilution, from continuing operations	$	0.18		$	0.26		$	0.26		$	0.36
Loss per common share, assuming dilution, from discontinued operations		—			—			—			(0.01	)

Earnings per common share, assuming dilution	$	0.18		$	0.25		$	0.26		$	0.35

Weighted average common shares and common share equivalents		32,196,568			31,830,075			32,004,081			32,051,658

*	Totals may not aggregate due to rounding.

The accompanying notes are an integral part of these consolidated financial statements.

SMART & FINAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	Twenty-four Weeks Ended
	June 18, 2006			June 19, 2005
	(Unaudited)
Cash Flows from Operating Activities:
Income from continuing operations	$	8,294		$	11,692
Adjustments to reconcile income from continuing operations to net cash provided by continuing activities:
Depreciation		8,625			8,464
Amortization		7,643			5,621
Amortization of deferred financing costs		231			132
Share-based compensation		804			688
Excess tax benefit from share-based compensation		(631	)		—
Deferred tax benefit		(320	)		(33	)
Equity earnings of joint venture		(594	)		(155	)
Asset impairment, at gross		542			—
Gain on disposal of property, plant and equipment		(31	)		(35	)
Decrease (increase) in:
Accounts receivable		4,686			4,079
Inventories		(3,330	)		(1,592	)
Prepaid expenses and other assets		5,180			2,063
Increase (decrease) in:
Accounts payable		(6,819	)		10,754
Accrued salaries and wages		(4,193	)		(7,292	)
Other accrued liabilities		(15,871	)		(1,813	)

Net cash provided by continuing activities		4,216			32,573
Net cash used in discontinued activities		—			(1,447	)

Net cash provided by operating activities		4,216			31,126

Cash Flows from Investing Activities:
Acquisition of property, plant and equipment		(11,889	)		(21,749	)
Proceeds from disposal of property, plant and equipment		51			21
Investment in capitalized software		(3,074	)		(5,025	)
Other		(12	)		(99	)

Net cash used in investing activities		(14,924	)		(26,852	)
Cash Flows from Financing Activities:
Payments on bank line of credit		(30,000	)		(5,000	)
Borrowings on bank line of credit		45,000			10,000
Payments on notes payable		(422	)		(622	)
Excess tax benefits from share-based compensation		631			—
Stock repurchases		(289	)		—
Proceeds from issuance of common stock, net of costs		3,264			220

Net cash provided by financing activities		18,184			4,598

Increase in cash and cash equivalents		7,476			8,872
Cash and cash equivalents at beginning of the period		31,887			28,672

Cash and cash equivalents at end of the period	$	39,363		$	37,544

The accompanying notes are an integral part of these consolidated financial statements.

SMART & FINAL INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting Policies

Basis of presentation

Smart & Final Inc. is a Delaware corporation and at June 18, 2006 was a 52.6 percent owned subsidiary of Casino USA, Inc. (“Casino USA”), a California corporation. References in this report to “we,” “our” and “us” are to Smart & Final Inc. and its subsidiaries, collectively.

Casino Guichard-Perrachon, S.A. (“Groupe Casino”), a publicly traded French joint stock limited liability company, is the principal shareholder of Casino USA. Collectively, Groupe Casino and its subsidiaries own approximately 55.4 percent of our common stock as of June 18, 2006.

The accompanying consolidated financial statements are unaudited except for the consolidated balance sheet as of January 1, 2006, which was derived from audited financial statements. These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended. In the opinion of management, these financial statements include all adjustments, which consisted of normal recurring items necessary for a fair presentation for such periods but should not be considered as indicative of results for a full year. Certain reclassifications have been made to prior periods to conform to current presentations. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2005 Annual Report on Form 10-K.

Fiscal years

Our fiscal year ends on the Sunday closest to December 31. Each fiscal year consists of twelve-week periods in the first, second and fourth quarters and a sixteen-week period in the third quarter.

Treasury stock

On September 14, 2005, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock (the “Repurchase Program”). The repurchases have been made in the open market or in privately negotiated transactions, at management’s discretion according to market conditions and the price of our common stock. The Repurchase Program will expire December 31, 2006 or earlier if the $20.0 million aggregate cap on the repurchase is achieved. Additionally, authorizations under the Repurchase Program may be amended or terminated at any time by action of our Board of Directors.

Our Long-Term Equity Compensation Plan, as amended and restated (the “Equity Compensation Plan”), permits the exercise price of options granted under this plan to be paid by our acceptance of our common stock previously held by the participants exercising the options. In connection with any option exercise, the plan also allows us to accept our common stock

resulting from the option exercise and/or cash in payment of applicable payroll taxes due on the transactions.

We record the repurchase of our common stock, as well as our common stock accepted from stock option exercises, as “Treasury stock” under “Stockholders’ equity” on our consolidated balance sheets using the cost method. At the beginning of our fiscal year 2006, the balance of treasury stock was $9.8 million, or 729,475 shares of common stock, representing 181,329 shares of our common stock repurchased for an aggregate cost of $2.4 million and 548,146 shares of our common stock accepted in connection with stock option exercises for an aggregate cost of $7.4 million. During the 24 weeks ended June 18, 2006, we repurchased 21,957 shares of our common stock at an average cost of $13.14 per share for an aggregate of $0.3 million. At June 18, 2006, the balance of treasury stock was $10.1 million, or 751,432 shares of our common stock.

Share-based compensation

We currently have two active share-based compensation plans, the Equity Compensation Plan with 5,100,000 shares of our common stock authorized for awards and the Long-Term Equity Compensation Plan for Non-Employee Directors with 375,000 shares authorized for awards. The numbers of shares available under both plans increase each year by the total number of awards exercised and/or in the case of restricted stock awards, vested, under each plan not exceeding the maximum amounts prescribed by the plans. Under these plans, options and stock appreciation rights (“SARs”) are generally granted at a price equal to the fair market value of our common stock on the date of grant, vesting over a four-year period beginning one year from the date of grant, and have a ten-year term for the options and an eight-year term for the SARs. Restricted stock granted under these plans may have different terms. Currently, new shares are issued upon exercises of options and SARs or releases of restricted stock vested. We also offer an Employee Stock Purchase Plan (the “ESPP”) to all associates, except officers, who are at least 18 years old. Under the ESPP, the associates purchase our common stock at the fair market value through regular payroll deductions. We pay the commission and fees for such stock purchases.

Effective beginning January 2, 2006, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004) “Share-Based Payment,” which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” We adopted SFAS No. 123(R) using the modified prospective application method, under which compensation cost is recognized beginning with the effective date based on the grant date fair value estimated in accordance with (a) the requirements of SFAS No. 123(R) for all share-based payment awards granted after the effective date and (b) the requirements of SFAS No. 123 for awards granted to employees prior to the effective date but not yet vested on the effective date. Accordingly, prior period amounts are not restated. Generally the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123, which encouraged, but did not require, the recognition of compensation expense for employee stock-based compensation arrangements using the fair value method of accounting. However, SFAS No. 123(R) requires all share-based payments to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Our ESPP does not provide more favorable terms nor does it provide a purchase discount plus

fees paid of greater than five percent. Accordingly, we determined that our ESPP qualifies as a noncompensatory plan under SFAS No. 123(R).

Prior to the adoption of SFAS No. 123(R), we presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the consolidated statements of cash flows. Under SFAS No. 123(R), cash retained from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options, or excess tax benefit, is reported as a cash inflow from financing activities, as well as a cash outflow from operating activities.

Prior to the adoption of SFAS No. 123(R), we applied Accounting Principles Board Opinion (“APB”) No. 25 “Accounting for Stock Issued to Employees,” as permitted by SFAS No. 123 and accounted for share-based compensation using the intrinsic value method at the date of grant and provided disclosures of pro forma information regarding net income and earnings per share. Under APB No. 25, we only recorded compensation costs related to restricted stock or when award modifications resulted in cost recognition as all stock options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

Had we previously recognized share-based compensation costs based on the fair value method as prescribed by SFAS No. 123, previously reported net income, basic earnings per share and diluted earnings per share would have been the pro forma amounts shown below, dollars in thousands except per share amounts:


	Twelve Weeks Ended				Twenty-four Weeks Ended
	June 18, 2006		June 19, 2005		June 18, 2006		June 19, 2005
Net income as reported	$	5,782	$	8,091	$	8,294	$	11,286
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		293		318		480		390
Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects		293		838		480		1,387

Pro forma net income	$	5,782	$	7,571	$	8,294	$	10,289

Earnings per common share:
Basic, as reported	$	0.18	$	0.26	$	0.27	$	0.37

Basic, pro forma	$	0.18	$	0.24	$	0.27	$	0.33

Diluted, as reported	$	0.18	$	0.25	$	0.26	$	0.35

Diluted, pro forma	$	0.18	$	0.23	$	0.26	$	0.31

The reported and pro forma information for the 12 weeks and 24 weeks ended June 18, 2006 in the table above are the same since share-based compensation cost is calculated under the provisions of SFAS No. 123(R). These amounts for the 12 weeks and 24 weeks ended June 18,

2006 are included in the table above only to provide the details for a comparative presentation to the 12 weeks and 24 weeks ended June 19, 2005.

Upon adoption of SFAS No. 123(R), we selected the Black-Scholes multiple option-pricing model to determine the grant date fair value for each stock option and SAR grant. The Black-Scholes multiple option-pricing model requires extensive use of subjective assumptions. Application of alternative assumptions could produce significantly different estimates of the fair value of share-based compensation and consequently, the related amounts recognized in our consolidated statement of operations.

Upon adoption of SFAS No. 123(R), we also determined to continue recognizing compensation cost for graded vesting awards as if they were multiple awards under Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans,” which we had previously applied in the calculation of the pro forma reporting requirements under FAS No. 123. FIN No. 28 requires the multiple award approach for grants with graded vesting. Our management believes the use of the multiple award method is preferable because a grant of stock awards with graded vesting is effectively a series of individual grants that vest over various periods and believes that the multiple award method provides for better matching of the compensation cost with the services rendered throughout the vesting periods.


	Twelve Weeks Ended				Twenty-four Weeks Ended
	June 18, 2006		June 19, 2005		June 18, 2006		June 19, 2005
Share-based compensation costs	$	490	$	523	$	802	$	641
Tax benefits related to the share-based compensation costs		197		205		322		251

The net impact of adopting SFAS No. 123(R) on our income from continuing operations and net income was $0.1 million, or $0.00 per diluted share, for the second quarter 2006 and $0.2 million, or $0.01 per diluted share, for the first half of 2006. This net impact represents compensation related to the stock option and SAR awards that would have not been recognized under SFAS No. 123 and does not include compensation related to the restricted stock awards and award modifications that have always been recognized. The remaining unrecognized compensation cost related to the nonvested awards at June 18, 2006 was $6.0 million to be recognized over a weighted-average period of 1.75 years. Of this remaining cost, $1.8 million is related to the stock option and SAR awards that would have not been recognized under SFAS No. 123.

During 2005 we modified and accelerated the vesting of 438,200 shares of unvested stock options to reduce the future expense to be recognized after the adoption of SFAS No. 123(R). The expense recognized in 2005 as a result of this modification was immaterial. Additionally, beginning in 2006, we reduced the stock option grants, awarded SAR grants for the first time and used only service term as the vesting condition for the new restricted stock grants.

Stock options and SARs

The table below details the weighted average assumptions used for the stock option and SAR grants issued in the periods presented and their weighted average fair value derived from the Black-Scholes multiple option-pricing model.


	Twelve Weeks Ended						Twenty-four Weeks Ended
	June 18, 2006			June 19, 2005			June 18, 2006			June 19, 2005
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Expected volatility		41	%		39	%		41	%		39	%
Risk-free interest rates		4.9	%		3.8	%		4.6	%		4.1	%
Weighted average expected lives
Executives		none issued			5.2 years			5.1 years			5.2 years
Non-executives		4.5 years			4.8 years			5.0 years			4.8 years
Weighted average fair value of options granted	$	6.84		$	4.35		$	6.23		$	5.85

We applied the same valuation methodologies and assumptions used in estimating the fair value of share-based compensation for pro forma disclosures under SFAS No. 123 upon adoption of SFAS No. 123(R). The expected volatility was based on the daily historical volatility of our publicly traded common stock for a period equal to the grant’s term. The risk-free interest rate was based on the traded zero-coupon U.S. Treasury bond with a term equal to the grant’s expected life. The expected term of the grant was estimated using the historical exercise behavior of associates refined between the executive associate group and the non-executive associate group. The expected term was determined to equal the award vesting periods plus the historical average of each group from vesting date to exercise date. We estimated forfeitures in calculating the share-based compensation costs based on review and assessment of the past forfeiture records excluding forfeitures that resulted from events that are not expected to repeat in the future.

The following table summarizes the stock option and SAR transactions for the 24 weeks ended June 18, 2006, dollars in thousands except weighted average exercise price:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2006	3,434,236	$	9.79
Granted	248,600		14.44
Exercised	381,702		8.63
Forfeited or expired	20,485		8.13

Outstanding at June 18, 2006	3,280,649	$	10.28	6.16 Years	$	25,749

Exercisable at June 18, 2006	2,496,020	$	10.69	5.73 Years	$	19,447

The intrinsic value of a stock option or SAR is the amount by which the market value of the underlying stock exceeds the exercise price of the option or SAR. The total intrinsic value of options exercised was $2.6 million for the first half of 2006 and $1.8 million for the first half of 2005. Cash received from exercise of stock options was $3.3 million and the tax benefit related to stock options exercised was $1.0 million during the first half of 2006. Total fair value for options vested was $0.8 million during the first half of 2006 and $1.9 million during the first half of 2005. No SARs were exercised during the first half of 2006 and there were no exercisable SARs at June 18, 2006.

Restricted stock

We measure the restricted stock grant based on the grant date fair market value of our common stock, generally the grant date closing price as defined within the plans. We do not expect any forfeiture from the restricted stock awards outstanding at the effective date for which we had recognized the costs for the elapsed term prior to the effective date of SFAS 123(R). Accordingly, upon the adoption of SFAS No. 123(R), we did not record any cumulative effect adjustment to reverse part of those compensation costs recognized prior to the effective date. Prior to the adoption of SFAS No. 123(R), we recognized deferred compensation as a contra-equity account representing the amount of unrecognized restricted stock expense that was reduced as expense was recognized. Under the provisions of SFAS No. 123(R), the recording of deferred compensation is not permissible and we were required to reverse the amount recorded to such contra-equity account in the prior periods upon adoption of SFAS No. 123(R).

The following table summarizes the restricted stock transactions for the 24 weeks ended June 18, 2006:


	Number of Shares	Weighted Average Exercise Price
Outstanding restricted stock at January 1, 2006	135,833	$	13.97
Restricted stock granted	209,779		15.61
Restricted stock vested	2,332		17.14

Outstanding restricted stock at June 18, 2006	343,280	$	14.95

The weighted average fair value for restricted stock granted was $16.70 for the 12 weeks ended June 18, 2006 and $11.67 for the 12 weeks ended June 19, 2005. The weighted average fair value for restricted stock granted was $15.61 for the 24 weeks ended June 18, 2006 and $14.40 for the 24 weeks ended June 19, 2005.

Earnings per common share

Earnings per common share is calculated based on the weighted average common shares outstanding. Earnings per common share, assuming dilution, is based on the weighted average common shares and common share equivalents outstanding. Common share equivalents relate to outstanding stock options and SARs for our common stock and unvested restricted stock. The number of shares issued upon exercise of stock options during the 24 weeks ended June 18, 2006 was 381,702.

In accordance with SFAS No. 128, “Earnings Per Share,” the following table reconciles share amounts utilized to calculate earnings per common share and earnings per common share, assuming dilution:


	Twelve Weeks Ended					Twenty-four Weeks Ended
	June 18, 2006		June 19, 2005			June 18, 2006			June 19, 2005
Net income, in thousands	$	5,782	$	8,091		$	8,294		$	11,286

Earnings per common share	$	0.18	$	0.26		$	0.27		$	0.37
Effect of dilutive stock options		—		(0.01	)		(0.01	)		(0.02	)

Earnings per common share, assuming dilution	$	0.18	$	0.25		$	0.26		$	0.35

Weighted average common shares		31,379,382		30,742,029			31,245,683			30,691,318
Effect of dilutive stock options		817,186		1,088,046			758,398			1,360,340

Weighted average common shares and common share equivalents		32,196,568		31,830,075			32,004,081			32,051,658

Outstanding stock options and SARs with exercise prices greater than the average market price of the common stock during the reporting periods and those outstanding awards that were anti-dilutive after the treasury method was applied were not included in the computation of diluted earnings per share.

2.	New Accounting Pronouncements

SFAS No. 156

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140,” which amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.” SFAS No. 156 requires an entity to recognize a servicing asset or a servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations. Such separately recognized servicing assets and servicing liabilities shall be initially measured at fair value, if practical. SFAS No. 140 provides subsequent measurement methods of each class of separately recognized servicing assets and servicing liabilities. SFAS No. 156 should be adopted as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. We are required to adopt SFAS No. 156 as of January 1, 2007. We do not believe the adoption of SFAS No. 156 will have a material impact on our results of operations or financial condition.

3.	Discontinued Operations

During 2003, we completed the sale and divestiture of our broadline foodservice operations and stores businesses in Florida (collectively, the “Florida Operations”) and our Northern California Foodservice Operations. The sale and divestiture allow us to further concentrate our management focus on our core store operations and concentrate our resources to strengthen our balance sheet and on continued development of our store formats. We retained certain residual assets, liabilities and contingencies in conjunction with the sale transactions and divestitures. In accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” our consolidated financial statements reflect the results of operations and financial position of the Florida Operations and the Northern California Foodservice Operations separately as discontinued operations.

The assets of the discontinued operations include land and building improvements of a distribution facility previously utilized in the Northern California Foodservice Operations and are presented in the consolidated balance sheets under the caption “Assets held for sale.” The liabilities of the discontinued operations are comprised of the remaining accounts payable and accrued liabilities. Loss from discontinued operations for the 12 weeks and 24 weeks ended June 19, 2005 primarily represents the residual activities in the Northern California Foodservice Operations and other adjustments to reserves of exiting the foodservice operations. Such activities were insignificant during the 12 weeks and 24 weeks ended June 18, 2006 and therefore, were reported under “Operating and administrative expenses” on our consolidated statement of operations.

The following table sets forth the activities and the remaining balances as of June 18, 2006, related to reserves for exiting the Florida Operations and the Northern California Foodservice Operations, in thousands.


	Balance at January 1, 2006		Adjustments			Payments			Balance at June 18, 2006
Lease termination costs	$	1,392	$	(38	)	$	(329	)	$	1,025
Employee severance and related obligations		131		2			(42	)		91

	$	1,523	$	(36	)	$	(371	)	$	1,116

4.	Litigation and Other Charges

In the third quarter 2005, we recorded $19.0 million of pre-tax charges related to the settlement of a class action lawsuit involving wage and hour claims by our non-exempt employees in our California stores. Based on the fairness hearing and final court approval of the settlement on February 16, 2006, we reversed $4.3 million, pre-tax, of the reserves in our fourth quarter 2005 which resulted in a full year 2005 pre-tax charge of $14.7 million (see Note 10 “Legal Actions”). At January 1, 2006, we had a litigation reserve of $15.4 million related to this class settlement, which included a previously recorded reserve of $0.7 million.

During the first half of 2006, we made $15.2 million of settlement distribution payments and reversed $0.1 million, pre-tax, of the reserves. The remaining balance of $0.1 million at June 18, 2006 and $15.4 million at January 1, 2006 are reflected in “Other accrued liabilities” on our consolidated balance sheets.

Debt

Amended Credit Facility

In November 2004, we entered into a $150.0 million Amended and Restated Credit Agreement (“Amended Credit Facility”) with a syndicate of banks. The Amended Credit Facility is a secured revolving credit facility with a five-year term expiring on November 18, 2009. Interest for the Amended Credit Facility is at the base rate or at the reserve adjusted Eurodollar rate plus, in each case, an applicable margin. Commitment fees are charged on the undrawn amount at rates ranging from 0.15 percent to 0.50 percent. At June 16, 2006, the six-month Eurodollar LIBOR rate was 3.13 percent.

At our option, the Amended Credit Facility can be used to support up to $15.0 million of commercial letters of credit. Principal repayments may be required prior to the final maturity. Additionally, under certain conditions, pay-downs toward the facility are treated as permanent reductions to the amount committed. At June 18, 2006, $35.0 million of revolving loan and $5.6 million of letters of credit were outstanding. At June 18, 2006, we had $109.4 million available under our Amended Credit Facility.

Lease Agreement

In November 2001, we entered into a five-year operating lease agreement (“Lease Agreement”) with a national banking association as a real estate trust. Participants in the Lease Agreement structure include several banks and financing institutions as well as Casino USA. The Lease Agreement expires on November 30, 2006. At the end of the term, the Lease Agreement requires us to elect to purchase all the properties by a final payment of $86.4 million or sell all the properties to a third party. If the properties are sold to a third party and the aggregate sales price is less than $69.2 million, we are obligated to pay the difference of the aggregate sales price and $69.2 million. As of June 18, 2006, the Lease Agreement as amended, with a value of $86.5 million and a composite interest rate of 9.07 percent, provides for the financing of two distribution facilities and 20 store locations.

The Lease Agreement is considered a variable interest entity and subject to consolidation under Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” as amended. Therefore, the related properties and notes payable are included in our consolidated balance sheets under “Property, plant and equipment” and under current liabilities as “Current maturities of long-term debt and capital leases” and, for the Casino USA participation, “Notes payable to affiliate.”

As of June 18, 2006, there was $0.1 million cash funds in the real estate trust that are restricted as to their use which were reflected on our consolidated balance sheets as “Cash held in real estate trust.” These cash funds are the remainder of proceeds generated in 2003 from the sale of a Florida distribution facility and a Florida store property originally owned by the real estate trust that were subsequently used in 2004 to purchase six of our owned store properties by the real estate trust.

Collateral

Borrowings under both the Amended Credit Facility and the Lease Agreement are collateralized by security interests in our receivables, inventory and owned properties. Principal collateral for our obligations under the Lease Agreement includes specific properties and their fixtures and equipment, and additionally a collateral position, subordinate to the Amended Credit Facility, on receivables, inventory and owned properties not serving as principal collateral under the Lease Agreement. The Amended Credit Facility has as principal collateral, our cash and cash equivalents, receivables, inventory and owned properties that are not part of the principal collateral of the Lease Agreement, and has as a subordinate collateral position, on the properties and related assets that are the principal collateral of the Lease Agreement.

Covenants

The Amended Credit Facility and the Lease Agreement contain various customary and restrictive covenants, including restrictions on cash dividends declared or paid and additional debt and capital expenditures, and require us to maintain certain fixed charge coverage ratios and other financial ratios under each agreement. The covenants do not require us to maintain a public debt rating or a certain liquidity level. We are currently in compliance with the covenants, as amended.

The Amended Credit Facility expires on November 18, 2009 and accordingly, our obligation under this agreement has been classified as long-term liabilities in our consolidated balance sheets as of June 18, 2006 and January 1, 2006. The Lease Agreement expires on November 30, 2006 and accordingly, our obligation under this agreement has been classified as short-term liabilities in our consolidated balance sheets as of June 18, 2006 and January 1, 2006. However, it is our intention to finance the election of the option discussed above to purchase the properties under the Lease Agreement prior to its expiration.

Interest

Interest paid on our long-term debt aggregated $4.6 million for the 24 weeks ended June 18, 2006 and $4.1 million for the 24 weeks ended June 19, 2005.

The fair value of our debt, estimated based upon current interest rates offered for debt instruments of the same remaining maturity, approximates the carrying amount.

6.	Retirement Benefit Plans and Postretirement and Postemployment Benefit Obligations

Defined benefit plan

We have a funded noncontributory defined benefit retirement plan covering substantially all of our full time employees following a vesting period of five years of service. We fund this plan with contributions as required by the Employee Retirement Income Security Act of 1974 (“ERISA”).

The components included in the net periodic benefit cost for the periods indicated are as follows, in thousands:


	Twelve Weeks Ended						Twenty-four Weeks Ended
	June 18, 2006			June 19, 2005			June 18, 2006			June 19, 2005
Service cost	$	945		$	825		$	1,861		$	1,596
Interest cost		1,367			1,273			2,692			2,461
Expected return on plan assets		(1,394	)		(1,345	)		(2,745	)		(2,557	)
Amortization of prior service cost		51			90			100			173
Amortization of net actuarial loss		757			568			1,490			1,099

Net periodic benefit cost	$	1,726		$	1,411		$	3,398		$	2,772

As we previously disclosed in our 2005 Annual Report on Form 10-K, we are not required to make any contributions for the 2006 plan year pursuant to the minimum funding requirements of ERISA; however, we may elect to contribute up to $10.0 million to this plan in 2006. During the first two quarters of 2006, we made aggregate contributions of $5.0 million to this plan.

Supplemental Executive Retirement Plan

We have in place a noncontributory supplemental executive retirement plan (“SERP”), which provides supplemental income payments for certain officers in retirement. We have invested in corporate-owned life insurance policies, which provide partial funding for the SERP. The components included in the net periodic benefit cost for the periods indicated are as follows, in thousands:


	Twelve Weeks Ended				Twenty-four Weeks Ended
	June 18, 2006		June 19, 2005		June 18, 2006		June 19, 2005
Service cost	$	127	$	83	$	255	$	166
Interest cost		185		175		369		350
Amortization of prior service cost		30		30		60		60
Amortization of net actuarial loss		58		54		116		108

Net periodic benefit cost	$	400	$	342	$	800	$	684

Postretirement and postemployment benefit obligations

We provide certain health care benefits for retired employees. Substantially all of our full time employees may become eligible for those benefits if they reach retirement age while still working for us. This postretirement health care plan is contributory with participants’ contributions adjusted annually. The plan limits benefits 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, we provide certain disability-related benefits to our employees.

The components included in the postretirement benefit cost for the periods indicated are as follows, in thousands:


	Twelve Weeks Ended				Twenty-four Weeks Ended
	June 18, 2006		June 19, 2005		June 18, 2006		June 19, 2005
Service cost	$	181	$	143	$	363	$	285
Interest cost		276		232		552		464
Amortization of prior service cost		4		4		8		8

Net periodic benefit cost	$	461	$	379	$	923	$	757

7.	Costs Associated with Strategic Alternatives

On April 2, 2006, we announced that our Board of Directors initiated the review of our strategic alternatives in view of the announcement by Groupe Casino of its intention to sell a significant portion of its non-core assets by end of 2007. Groupe Casino did not announce however any specific plan with respect to its ownership in us.

We have engaged financial and legal advisors to assist in the review of our strategic alternatives including the appointment of Goldman Sachs as our principal financial advisor. There can be no assurance as to the timing of our process or that any specific transaction will result from this process. Included in the Income from continuing operations and Net income for the 12 weeks and 24 weeks ended June 18, 2006 were $0.5 million net of tax, or $0.02 per diluted share, of costs associated with our assessment of strategic alternatives. Of this amount, approximately one-third relates to costs associated with activities conducted by Goldman Sachs.

8.	Comprehensive Income

Comprehensive income or loss was computed as follows, in thousands:


	Twelve Weeks Ended						Twenty-four Weeks Ended
	June 18, 2006			June 19, 2005			June 18, 2006			June 19, 2005
Net income	$	5,782		$	8,091		$	8,294		$	11,286
Other comprehensive (loss) income:
Foreign currency translation adjustments		(63	)		(19	)		(46	)		56

Total other comprehensive (loss) income		(63	)		(19	)		(46	)		56

Total comprehensive income	$	5,719		$	8,072		$	8,248		$	11,342

In accordance with accounting principles generally accepted in the United States, the functional currency for our Mexico operations has been the Mexican Peso. As such, foreign currency translation gains and losses are included in other comprehensive income.

9.	Income Taxes

Smart & Final Inc. and Casino USA are parties to a tax sharing arrangement covering income tax obligations in the state of California. Under this arrangement, we make tax sharing payments to, or receive benefits from, Casino USA based upon pre-tax income or loss for financial reporting purposes adjusted for certain agreed upon items.

Tax payments made to governments and Casino USA for the periods indicated are as follows, in thousands:


	Twenty-four Weeks Ended
	June 18, 2006		June 19, 2005
Tax sharing payments to (benefits received from) Casino USA	$	955	$	(574	)
Taxes paid to states other than California		—		73
Taxes paid to federal government		1,500		4,950

Total taxes paid	$	2,455	$	4,449

10.

Legal Actions

In May 2001, we were named as a defendant in a suit filed in the Orange County Superior Court of the State of California. This suit, Olivas vs. Smart & Final, was filed by the plaintiff and another former hourly store employee, on their behalf and on behalf of all hourly store employees in California, alleging that we failed to pay proper overtime, failed to pay for all hours worked, failed to pay for certain meal and rest periods, and failed to pay for other compensation. The action sought to be classified as a “class action” and sought unspecified monetary damages and statutory penalties thereon. In September 2005, we reached an agreement in principle to settle the lawsuit. On November 4, 2005, the court granted preliminary approval of the settlement. We recorded a pre-tax charge of $19.0 million in our 2005 third quarter to account for the class member wage and hour claims, attorney fees, and administrative expenses of the settlement. Based on the fairness hearing and final court approval of the settlement on February 16, 2006, we reversed $4.3 million, pre-tax, of the reserves in our fourth quarter 2005 which resulted in a full year 2005 pre-tax charge of $14.7 million. Based on the terms of the settlement, we made $15.0 million and $0.2 million of settlement distribution payments in the first and second quarters of 2006, respectively.

We are named as a defendant in a number of other lawsuits or are otherwise a party to certain litigation arising in the ordinary course of our operations. We do not believe that the ultimate determination of these other cases will either individually or in the aggregate have a material adverse effect on our results of operations or financial position.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the accompanying unaudited consolidated financial statements and notes thereto and our 2005 Annual Report on Form 10-K. Our MD&A provides an overview of our results of operations for the 12 weeks and 24 weeks ended June 18, 2006 as compared to the equivalent periods of 2005. This is followed by a discussion and analysis of our cash flows, capital requirements and financing activities. Lastly, we discuss new accounting pronouncements and critical accounting policies incorporated in our reported financial statements.

Each of our fiscal years consists of 12-week periods in the first, second and fourth quarters of the fiscal year and a 16-week period in the third quarter.

Summary

The major factors that impacted our results of operations and financial position for the 12-week quarters ended June 18, 2006 and June 19, 2005 are as follows:

•

Our second quarter 2006 sales increased 2.0 percent over the second quarter 2005, reflecting growth from the opening of new stores and relocated stores since the end of the second quarter 2005, despite a negative comparable store sales of 0.3 percent primarily attributable to lower transaction counts among our Smart & Final stores business customers and cannibalization of sales at stores located in the same vicinity of our newly opened stores.

•

We did not open any new stores during the second quarter 2006 and at June 18, 2006, operated 237 stores in the United States, as compared to 227 stores at June 19, 2005. While the sales increase attributable to the new stores opened since the end of second quarter 2005 helped increase our sales, the increase in our cost structure from these stores reduced our operating income generated from existing stores.

•

Improved gross profit rate from sales for the second quarter 2006, as compared to the second quarter 2005, was offset by increased distribution costs and higher store occupancy costs including the impact of new stores opened since the end of the second quarter 2005.

•

Operating and administrative expense for the second quarter 2006 increased in dollars and as a percentage of sales as compared to the second quarter 2005 largely attributable to increased store operating costs, increased information system costs and costs associated with our assessment of strategic alternatives.

We reported income from continuing operations of $5.8 million, or $0.18 per diluted share, for the 12 weeks ended June 18, 2006, a decrease of $2.4 million from $8.2 million, or $0.26 per diluted share, for the 12 weeks ended June 19, 2005. We reported income from continuing operations of $8.3 million, or $0.26 per diluted share, for the 24 weeks ended June 18,

2006, a decrease of $3.4 million from $11.7 million, or $0.36 per diluted share, for the 24 weeks ended June 19, 2005.

We reported net income of $5.8 million, or $0.18 per diluted share, for the 12 weeks ended June 18, 2006, compared to net income of $8.1 million, or $0.25 per diluted share, for the 12 weeks ended June 19, 2005. We reported net income of $8.3 million, or $0.26 per diluted share, for the 24 weeks ended June 18, 2006, compared to net income of $11.3 million, or $0.35 per diluted share, for the 24 weeks ended June 19, 2005. Loss from discontinued operations was $0.1 million, net of tax benefit, for the second quarter 2005 and $0.4 million, net of tax benefit, for the 24 weeks ended June 19, 2005; such activities were insignificant during the first half of 2006 and therefore, were reported under “Operating and administrative expenses” on our consolidated statements of operations for the 12 weeks and 24 weeks ended June 18, 2006.

In recent periods we have expanded the pace of our store development program. In 2005 we opened 13 stores as compared to 4 stores in 2004 and 4 stores in 2003. For 2006 we plan to proceed with another year of similar or slightly lower growth compared to 2005. The store development plan has contributed to year over year sales growth; however, the acceleration in our store openings has also impacted our results of operations due to the time for new stores to reach profitability as part of a normal maturity cycle. For stores that were opened in 2004, 2005 and 2006, the impact of these stores on results of operations for the 12 weeks ended June 19, 2005 was a store contribution loss of $1.5 million, and for the 12 weeks ended June 18, 2006 was a store contribution loss of $1.8 million. For these same stores, the impact on results of operations for the 24 weeks ended June 19, 2005 was a store contribution loss of $2.4 million, and for the 24 weeks ended June 18, 2006 was a store contribution loss of $4.3 million.

We believe that our future growth depends on our ability to expand by opening new and relocated stores, undergoing remodels in the current stores to better serve our customers, and increasing our market presence by expanding our store formats. With the increasing competition within the retail grocery market, there is no assurance that our sales growth will maintain at the current level, and our profitability is dependent upon our leveraging sales growth and new store openings while implementing effective cost controls.

Results of Operations

The following table shows, for the periods indicated, certain consolidated statements of operations data, expressed as a percentage of sales. Totals may not aggregate due to rounding.


	Twelve Weeks Ended				Twenty-four Weeks Ended
	June 18, 2006		June 19, 2005		June 18, 2006		June 19, 2005
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales, buying and occupancy	83.5		83.5		83.8		83.8

Gross margin	16.5		16.5		16.2		16.2
Operating and administrative expenses	14.1		13.3		14.3		13.7

Income from operations	2.3		3.2		1.9		2.6
Interest expense, net	0.5		0.4		0.5		0.5

Income from continuing operations before income taxes	1.8		2.7		1.4		2.1
Income tax provision	(0.7	)	(1.1	)	(0.5	)	(0.8	)
Equity earnings of joint venture	0.1		—		0.1		—

Income from continuing operations	1.2		1.7		0.9		1.3
Discontinued operations, net of tax	—		—		—		—

Net income	1.2	%	1.7	%	0.9	%	1.2	%

Comparison of Twelve Weeks Ended June 18, 2006 with Twelve Weeks Ended June 19, 2005.

Sales

Sales from continuing operations in the second quarter 2006 were $493.7 million, an increase of 2.0 percent over the second quarter 2005 sales of $484.1 million. Our second quarter 2006 comparable store sales decreased by 0.3 percent compared to the 2005 level. We define comparable stores as those that have been in operation for 52 full weeks, including stores that have been remodeled or relocated within their same market area.

The year-to-year decrease in comparable store sales was primarily attributable to lower transaction counts among our Smart & Final stores business customers and cannibalization of sales at stores located in the same vicinity of our newly opened stores. In the second quarter 2006, the comparable average transaction increased by 2.0 percent to $44.51 from $43.66 for the second quarter 2005 while the comparable transaction counts decreased by 2.2 percent.

Gross margin

Gross margin represents sales less cost of sales, buying and occupancy. The major categories of costs included in cost of sales, buying and occupancy are cost of goods, distribution costs, costs of our buying department and store occupancy costs, net of earned vendor rebates and other allowances. Distribution costs consist of all warehouse receiving and inspection costs, warehousing costs, all transportation costs associated with shipping goods from our warehouses to our stores, and other costs of our distribution network. We do not exclude any portion of these costs from cost of sales.

Gross margin from continuing operations increased $1.6 million, or 1.9 percent, to $81.3 million for the second quarter 2006 as compared to $79.7 million for the second quarter 2005. The increase in gross margin was primarily related to increased sales and merchandise margin, partially offset by increased distribution costs and occupancy costs.

As a percentage of sales, gross margin was 16.5 percent for both second quarter 2006 and 2005. Gross profit rate from sales improved by 0.62 percent but was primarily offset by a 0.41 percent increase in distribution costs and a 0.11 percent increase in occupancy costs. The increased distribution cost was primarily due to the start up activities and inefficiencies associated with the new warehouse facility that started deliveries in late fourth quarter 2005 to accommodate our future growth, increased volume, higher fuel costs and inefficiencies associated with the implementation of our new supply chain management system to improve our distribution network. The increase in occupancy cost was due to the new and relocated stores, store remodeling and the relatively fixed nature of these costs against the sales base.

Operating and administrative expenses

The major categories of operating and administrative expenses include store direct expenses associated with displaying and selling at the store level (primarily labor and related fringe benefit costs), advertising and marketing costs, overhead costs and corporate office costs.

Operating and administrative expenses from continuing operations increased $5.4 million, or 8.4 percent, to $69.7 million for the second quarter 2006 as compared to $64.3 million for the second quarter 2005.

As a percentage of sales, operating and administrative expenses increased to 14.1 percent for the second quarter 2006 from 13.3 percent for the second quarter 2005. The 0.8 percent increase is primarily comprised of a 0.29 percent increase in information system costs including the expense associated with our new supply chain management system that was implemented in the third quarter 2005, a 0.24 percent increase in store operating costs primarily attributable to the new and relocated stores, and a 0.18 percent increase related to costs associated with our

assessment of strategic alternatives. Other increases, including advertising expense and incentive compensation, were partially offset by lower legal expense.

As of January 2, 2006, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Accounting,” which requires all share-based payments to be recognized in the income statement based on their fair values. The impact of the adoption of SFAS No. 123(R) was $0.2 million of share-based compensation expense reported under operating and administrative expenses for the second quarter 2006. Had SFAS No. 123(R) been effective for the second quarter 2005, the impact would have been an increase of $0.9 million, or 0.2 percent of sales, to operating and administrative expenses.

Interest expense, net

Interest expense, net increased to $2.5 million for the second quarter 2006 as compared to $2.2 million for the second quarter 2005. The increase was primarily due to the higher average debt outstanding and higher rates. At June 18, 2006, the outstanding balance on the revolving credit facility was $35.0 million, compared with $30.0 million at June 19, 2005.

Income tax provision

Income tax expense was $3.6 million for the second quarter 2006 as compared to $5.2 million for the second quarter 2005. The effective tax rate for the second quarter 2006 was 39.6 percent and the effective tax rate for the second quarter 2005 was 39.4 percent.

Equity earnings of joint venture

Our wholly-owned subsidiary, Smart & Final de Mexico S.A. de C.V. (“Smart & Final Mexico”), is a Mexico holding company that owns 50 percent of a joint venture with the operators of the Calimax store chain. The joint venture operated 13 stores in Mexico as a Mexican domestic corporation as of June 18, 2006. Our interest in the joint venture is not consolidated and is reported on the equity basis of accounting. During the second quarter 2006, the equity earnings from the joint venture was $0.3 million, as compared to $0.2 million in the second quarter 2005.

Discontinued operations

Loss from discontinued operations was $0.1 million, net of tax benefit of $0.1 million, for the second quarter 2005. Loss from discontinued operations represented primarily the run-off activities in the foodservice operations. Such activities were insignificant during the 12 weeks ended June 18, 2006 and therefore, were reported under “Operating and administrative expenses” on our consolidated statement of operations for the 12 weeks ended June 18, 2006.

Comparison of Twenty-Four Weeks Ended June 18, 2006 with Twenty-Four Weeks Ended June 19, 2005.

Sales

Sales from continuing operations in the first half of 2006 were $940.5 million, an increase of 3.2 percent over the first half of 2005 sales of $911.7 million. Our first half of 2006 comparable store sales increased by 0.7 percent compared to the 2005 level. The year-to-year increase in comparable store sales was primarily attributable to an increase in our comparable average transaction of 2.9 percent to $44.06 from $42.83 for the first half of 2005 which was partially offset by a decrease in comparable transaction counts of 2.1 percent.

Gross margin

Gross margin from continuing operations increased $4.2 million, or 2.8 percent, to $152.1 million for the first half of 2006 as compared to $147.9 million for the first half of 2005. The increase in gross margin was primarily related to increased sales and merchandise margin, partially offset by increased distribution costs and occupancy costs.

As a percentage of sales, gross margin was 16.2 percent for both first half of 2006 and 2005. Gross profit rate from sales improved by 0.72 percent but was offset by a 0.53 percent increase in distribution costs and a 0.16 percent increase in occupancy costs. The increased distribution cost was primarily due to the start up activities and inefficiencies associated with the new warehouse facility that started deliveries in late fourth quarter 2005 to accommodate our future growth, increased volume, higher fuel costs and inefficiencies associated with the implementation of our new supply chain management system to improve our distribution network. The increase in occupancy cost was due to the new and relocated stores, store remodeling and the relatively fixed nature of these costs against the sales base.

Operating and administrative expenses

Operating and administrative expenses from continuing operations increased $10.0 million, or 8.0 percent, to $134.5 million for the first half of 2006 as compared to $124.5 million for the first half of 2005.

As a percentage of sales, operating and administrative expenses increased to 14.3 percent for the first half of 2006 from 13.7 percent for the first half of 2005. The 0.6 percent increase is primarily comprised of a 0.45 percent increase in increased store labor and other operating costs primarily attributable to the new and relocated stores, a 0.27 percent increase in information system costs including the expense associated with our new supply chain management system that was implemented in the third quarter 2005, and a 0.10 percent increase related to costs

associated with our assessment of strategic alternatives. These increases were partially offset by lower legal expense.

The impact of the adoption of SFAS No. 123(R) was $0.4 million of share-based compensation expense reported under operating and administrative expenses for the first half of 2006. Had SFAS No. 123(R) been effective for the first half of 2005, the impact would have been an increase of $1.6 million, or 0.2 percent of sales, to operating and administrative expenses.

Interest expense, net

Interest expense, net increased to $4.9 million for the first half of 2006 as compared to $4.4 million for the first half of 2005. The increase was primarily due to the higher average debt outstanding and higher rates.

Income tax provision

Income tax expense was $5.0 million for the first half of 2006 as compared to $7.4 million for the first half of 2005. The effective tax rate for the first half of 2006 was 39.5 percent and the effective tax rate for the first half of 2005 was 39.2 percent.

Equity earnings of joint venture

During the first half of 2006, the equity earnings from Smart & Final Mexico’s joint venture was $0.6 million, as compared to $0.2 million in the first half of 2005.

Discontinued operations

Loss from discontinued operations was $0.4 million, net of tax benefit of $0.3 million, for the first half of 2005. Loss from discontinued operations represented primarily the run-off activities in the foodservice operations. Such activities were insignificant during the first half of 2006 and therefore, were reported under “Operating and administrative expenses” on our consolidated statement of operations for the 24 weeks ended June 18, 2006.

Accounting change - share-based compensation

Effective beginning January 2, 2006, we adopted SFAS No. 123(R) using the modified prospective application method, under which compensation cost is recognized beginning with the effective date based on the grant date fair value estimated in accordance with (a) the requirements of SFAS No. 123(R) for all share-based payment awards granted after the effective date and (b) the requirements of SFAS No. 123, “Accounting for Stock-Based Compensation,” for awards granted to employees prior to the effective date but not yet vested on the effective date. Accordingly, prior period amounts are not restated.

of grant and provided disclosures of pro forma information regarding net income and earnings per share. Under APB No. 25, we only recorded compensation costs related to restricted stock or when award modifications resulted in cost recognition as all stock options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

Upon adoption of SFAS No. 123(R), we selected the Black-Scholes multiple option-pricing model to determine the grant date fair value for stock options and stock appreciation rights (“SARs”) granted. The Black-Scholes multiple option-pricing model requires extensive use of subjective assumptions. Application of alternative assumptions could produce significantly different estimates of the fair value of share-based compensation and consequently, the related amounts recognized in our consolidated statement of operations.

We applied the same valuation methodologies and assumptions used in estimating the fair value of share-based compensation for pro forma reporting under SFAS No. 123 upon adoption of SFAS No. 123(R). We estimated forfeitures in calculating the share-based compensation based on review and assessment of the past forfeiture records excluding forfeitures that resulted from events that are not expected to repeat in the future. We do not expect any forfeiture from the restricted awards outstanding at the effective date for which we had recognized the costs for the elapsed term prior to the effective date of SFAS 123(R). Accordingly, upon the adoption of SFAS No. 123(R), we did not record any cumulative effect adjustment to reverse part of those compensation costs recognized prior to the effective date.

We reported the share-based compensation under “Operating and administrative expenses” on our consolidated statements of operations and under “Additional paid-in capital” in the “Stockholders’ equity” section on our consolidated balance sheets. We recognized share-based compensation costs of $0.5 million and related income tax benefit of $0.2 million for both second quarter 2006 and 2005. We recorded share-based compensation costs of $0.8 million and the related income tax benefit of $0.3 million for the first half of 2006 and share-based compensation costs of $0.6 million and the related income tax benefit of $0.3 million for the first half of 2005. The net impact of adopting SFAS No. 123(R) on our income from continuing operations and net income was $0.1 million, or $0.00 per diluted share, for the second quarter 2006 and $0.2 million, or $0.1 per diluted share, for the first half of 2006. This net impact represents compensation related to the stock option and SAR awards that would have not been recognized under SFAS No. 123 and does not include compensation related to the restricted stock awards and award modifications that have always been recognized. The remaining unrecognized compensation cost related to the nonvested awards at June 18, 2006 was $6.0 million to be recognized over a weighted-average period of 1.75 years. Of this remaining cost, $1.8 million is related to the stock option and SAR awards that would have not been recognized under SFAS No. 123.

During 2005 we modified and accelerated the vesting of 438,200 shares of unvested stock options to reduce the future expense to be recognized after the adoption of SFAS No. 123(R). The expense recognized in 2005 as a result of this modification was immaterial. Additionally, in the first quarter 2006, we reduced the stock option grants, awarded SAR grants for the first time and used only service term as the vesting condition for the new restricted stock grants.

Liquidity and Capital Resources

Cash flows and financial positions

Net cash provided by operating activities from continuing operations was $4.2 million in the first half of 2006, as compared to $32.6 million in the comparable 2005 period. The increase or decrease in cash provided by operating activities reflects our operating performance and the timing of receipts and disbursements. In the first half of 2006, we utilized cash to fund the payment of a litigation settlement and lower our accounts payable balance due to inventory purchases for new stores opened disproportionately towards the latter part of 2005.

Net cash used in investing activities from continuing operations was $14.9 million in the first half of 2006 as compared to $26.9 million in the comparable 2005 period. In the first half of 2006, our capital expenditures decreased by $11.8 million as compared to the first half of 2005, primarily due to purchase of land for future store sites in the first half of 2005 and decreased investment in store construction and equipment and investment in information system hardware and software.

Net cash provided by financing activities from continuing activities was $18.2 million in the first half of 2006 as compared to $4.6 million in the comparable 2005 period, primarily due to the borrowing on our outstanding obligation under a revolving bank credit facility and the proceeds from issuance of our common stock upon stock option exercises. The additional borrowing made in the first half of 2006 was $15.0 million to increase the total borrowing under this credit facility, as amended, from $20.0 million at the beginning of 2006 to $35.0 million at June 18, 2006. During the first half of 2005, the additional borrowing under this credit facility was $5.0 million and at June 19, 2005, the total borrowing under this credit facility was $30.0 million.

At June 18, 2006, we had cash and cash equivalents of $39.4 million, stockholders’ equity of $287.1 million and debt, excluding capital leases, of $121.5 million. At June 18, 2006, we had working capital of $8.5 million, compared to a deficit in working capital of $23.8 million at January 1, 2006. The increase in working capital was primarily due to payments in the first half of 2006 for litigation settlement distributions and lowering of accounts payable and incentive compensation payable balances that were funded by the bank credit facility. Our $86.5 obligation under a lease facility, which expires in November 2006, was reported under current liabilities on our consolidated balance sheets at June 18, 2006 and January 1, 2006. For further discussion about the bank credit facility and the lease facility, see “Bank credit facility, lease facility and other financing activities” below.

Capital expenditure and other capital requirements

Our primary requirement for capital is the financing for buildings, leasehold improvements, equipment and initial set-up expenditures for new, relocated and remodeled stores, investment in capitalized software and hardware as well as general working capital requirements.

During the first half of 2006, we opened one new store. During 2005 in the western United States, we opened 13 stores and relocated two stores. We plan to proceed with another year of similar or slightly lower growth compared to 2005 in our store development program in the second half of 2006. We estimate that the capital expenditure requirement for improvements and equipment for a new store is approximately $0.9 million to $3.0 million. We typically enter into lease arrangements for our store properties. From time to time we may purchase the properties for an additional capital investment that depends on the property location and market value. Working capital investment related to a new store is approximately $0.2 million and primarily relates to inventory net of trade vendor accounts payable. We also plan to perform approximately 14 major remodels to existing stores in 2006 which generally require capital expenditures in excess of $0.4 million per major remodel. Total capital expenditures for 2006, including investment in capitalized software, are currently estimated at $50 million to $55 million. However, we cannot assure that these estimates will be realized and our capital program plans are subject to change upon our further review.

We have various retirement plans, which subject us to various funding obligations. Our noncontributory defined benefit retirement plan covers substantially all of our full time employees. We fund this plan with contributions as required by the Employee Retirement Income Security Act of 1974 (“ERISA”). As we previously disclosed in our 2005 Annual Report on Form 10-K, we are not required to make any contributions for the 2006 plan year pursuant to the minimum funding requirements of ERISA; however, we may elect to contribute up to $10.0 million to this plan in 2006. During the first half of 2006, we made aggregate contributions of $5.0 million to this plan.

On September 14, 2005, our Board of Directors authorized the Repurchase Program. The repurchases will be made in the open market or in privately negotiated transactions, at management’s discretion according to market conditions and the price of our common stock. The Repurchase Program will expire December 31, 2006 or earlier if the $20.0 million aggregate cap on repurchases is achieved. Additionally, authorizations under the Repurchase Program may be amended or terminated at any time by action of our Board of Directors. Through June 18, 2006, we repurchased 203,286 shares of our common stock for an aggregate cost of $2.7 million and an additional $17.3 million of our common stock may be repurchased under the Repurchase Program during the remainder of 2006.

As discussed in Part II, Item 1. “Legal Proceedings,” regarding a settlement agreement approved on February 16, 2006, we made $15.2 million of settlement distribution payments in the first half of 2006 according to the terms of such agreement.

Bank credit facility, lease facility and other financing activities

Amended Credit Facility

Lease Agreement

Collateral

Covenants

Historically, our primary source of liquidity has been cash flows from operations. Additionally, we have availability under bank credit facilities. We expect to be able to fund future capital expenditures and other cash requirements by a combination of available cash, cash from operations and other borrowings and proceeds from the issuance of equity securities. We believe that our sources of funds are adequate to provide for working capital, capital expenditures, and debt service requirements for the foreseeable future.

New Accounting Pronouncements

SFAS No. 156

In March 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140,” which amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.” SFAS No. 156 requires an entity to recognize a servicing asset or a servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations. Such separately recognized servicing assets and servicing liabilities shall be initially measured at fair value, if practical. SFAS No.

140 provides subsequent measurement methods of each class of separately recognized servicing assets and servicing liabilities. SFAS No. 156 should be adopted as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. We are required to adopt SFAS No. 156 as of January 1, 2007. We do not believe the adoption of SFAS No. 156 will have a material impact on our results of operations or financial condition.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. These critical accounting policies, under different conditions or using different assumption or estimates, could show materially different results on our financial condition and results of operations. Our critical accounting policies are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our 2005 Annual Report on Form 10-K except for the accounting policy related to share-based compensation as discussed below.

As of January 2, 2006, we adopted SFAS No. 123(R), which requires all share-based payments to be recognized in the income statement based on their fair values. Upon adoption of SFAS No. 123(R), we selected the Black-Scholes multiple option-pricing model to determine the grant date fair value for each stock option and SAR grant. The Black-Scholes multiple option-pricing model requires extensive use of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock option before exercising them (“expected term”), the estimated volatility of the our stock price over the expected term and the number of options that will ultimately not complete their vesting requirements. Application of alternative assumptions could produce significantly different estimates of the fair value of share-based compensation and consequently, the related amounts recognized in our consolidated statement of operations.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks relating to fluctuations in interest rates and the foreign exchange rates between the U.S. Dollar and foreign currencies, primarily the Mexican Peso. Our primary market risk management objective is to minimize the negative impact of interest rate fluctuations on our earnings and cash flows. As of June 18, 2006, our exposure to foreign currency risk was limited.

Interest Rate Risk

We may manage interest rate risk through the use of interest rate collar agreements to limit the effect of interest rate fluctuations from time to time. We presently have no program in place. An earlier interest rate collar agreement was terminated in November 2004.

Credit Risk

We are exposed to credit risk on accounts receivable through the ordinary course of business and we perform ongoing credit evaluations. Concentrations of credit risk with respect to accounts receivable are limited due to the number of customers comprising our customer base. We currently believe our allowance for doubtful accounts is sufficient to cover customer credit risks.

Foreign Currency Risk

Our exposure to foreign currency risk is limited to our operations under Smart & Final Mexico and the equity earnings of its Mexico joint venture. As of June 18, 2006, such exposure was the $8.5 million net investment in Smart & Final Mexico which was comprised primarily of the Mexico joint venture. Our other transactions are conducted in U.S. Dollars and are not exposed to fluctuations in foreign currency. We do not hedge our foreign currency exposure and therefore are not exposed to such hedging risk.

Item 4.

CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) that is required to be included in our periodic Securities and Exchange Commission reports. There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are currently in the process of implementing a new accounting system that will replace our current system. The implementation of the new accounting system will materially impact our internal control over financial reporting as this new system will change existing business and accounting control processes. We are implementing this system in a phased approach and we expect one or more phases to be implemented in our third quarter 2006.

Additional information regarding a report of management’s assessment of the effectiveness of our internal control as of January 1, 2006 and our independent registered public accounting firm’s report dated March 1, 2006 on management’s assessment as of January 1, 2006 were included in Part II, Item 8. “Financial Statements and Supplementary Data” of our 2005 Annual Report on Form 10-K.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

We did not experience any material changes from risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of our 2005 Annual Report on Form 10-K for the period covered by this quarterly report on Form 10-Q.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On September 14, 2005, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock (the “Repurchase Program”). The Repurchase Program will expire December 31, 2006 or earlier if the $20.0 million aggregate cap on the repurchase is achieved. Additionally, authorizations under the Repurchase Program may be amended or terminated at any time by action of our Board of Directors. We did not repurchase any shares under the Repurchase Program in the second quarter 2006. As of June 18, 2006, $17.3 million of authorized value remained for further share repurchases for the remainder of 2006.

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Smart & Final Inc. was held on May 17, 2006. At the meeting, stockholders elected eight directors, each for a term of one year to serve on our Board of Directors until the 2007 Annual Meeting of Stockholders and until their successors have been duly elected and qualified; and

Seven of the nominees listed below were serving on our Board before the 2006 Annual Meeting and one nominee, David L. Meyers had never previously served on our Board.

The votes cast for or withheld for each nominee for office as a director were as follows:


	VOTES
	For	Withheld
L. Hakim Aouani	26,438,200	3,149,315
Thierry Bourgeron	26,439,321	3,148,194
Timm F. Crull	28,554,712	1,032,803
David L. Meyers	28,614,683	972,832
Joël-André Ornstein	26,770,589	2,816,926
Ross E. Roeder	26,427,359	3,160,156
Etienne Snollaerts	26,396,969	3,190,546
Stephen E. Watson	28,448,265	1,139,250

Item 5.

Other Information

Not applicable

Item 6.

Exhibits


Exhibit Number		Description of Exhibit

10.62* **		2006 Employment Agreement between Smart & Final Inc. and Etienne Snollaerts dated as of May 17, 2006

31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

31.2*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer

32.1*		Section 1350 Certification of Chief Executive Officer

32.2*		Section 1350 Certification of Chief Financial Officer

*	Filed herewith.

**	Management contracts and compensatory plans, contracts and arrangements of Smart & Final Inc.

SIGNATURES

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


	SMART & FINAL INC.

Date: July 24, 2006	By:	/s/ RICHARD N. PHEGLEY
		Richard N. Phegley
		Senior Vice President and Chief Financial Officer

EX-10.62 2 dex1062.htm 2006 EMPLOYMENT AGREEMENT BETWEEN SMART & FINAL INC. AND ETIENNE SNOLLAERTS 2006 Employment Agreement between Smart & Final Inc. and Etienne Snollaerts

Exhibit 10.62

2006 EMPLOYMENT AGREEMENT

This 2006 EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into, and effective as of May 17, 2006 (hereinafter referred to as the “Effective Date”), by and between SMART & FINAL INC., a Delaware corporation (hereinafter referred to as the “Company”), and ETIENNE SNOLLAERTS, an individual (hereinafter referred to as “Executive”).

RECITALS

WHEREAS, Executive and the Company are parties to that certain Amended and Restated Employment Agreement (the “Original Agreement”) made, entered into and effective as of May 17, 2004, which provides, among other matters, for Executive to serve as the President and Chief Executive Officer of the Company pursuant to the terms thereof; and

WHEREAS, the Company desires to continue to retain the services of Executive in the manner described in this Agreement, and Executive desires to be employed by the Company in such manner; and

WHEREAS, Executive and the Company desire to terminate and supersede the Original Agreement and replace it with this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

AGREEMENT

Section 1. Term of Employment

1.1. The Company hereby agrees to employ Executive and Executive hereby agrees to serve the Company, in accordance with the terms and conditions set forth herein, from the Effective Date of this Agreement until May 17, 2010 (unless extended pursuant to Section 1.2 below); subject, however, to earlier termination as expressly provided in Section 6 below (such period, including, if elected, the extension pursuant to Section 1.2 hereof, the “Term” or the “Term of this Agreement”).

1.2. Not earlier than May 1, 2009 nor later than May 31, 2009, the Company may, in its sole discretion, give notice to Executive of the Company’s election to extend this Agreement for a three (3) year period from May 17, 2010. Failure by the Company to give any such notice of election to extend this Agreement shall be deemed an election by the Company not to extend the Term hereof and, in such case, this Agreement shall terminate as otherwise provided herein.

Section 2. Positions and Responsibilities

2.1. Throughout the Term of this Agreement, Executive shall serve as the President and Chief Executive Officer of the Company, and shall have and perform the duties and responsibilities customarily performed by a president and chief executive officer of a company. In addition, the Company shall recommend Executive for election to the Board of Directors of the Company (the “Board”) each time during the Term that Executive is eligible for nomination.

Section 3. Standard of Care and Performance; Location

3.1. During the Term of this Agreement, Executive agrees to devote substantially his full time, attention and energies to the Company’s business.

3.2. Nothing in this Section 3 shall be construed as preventing Executive from participating in charitable activities, community or industry affairs or from investing his personal assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. In addition, nothing in this Section 3 shall be construed as preventing Executive from serving on the board of directors of any not-for-profit company or, with the prior written approval of the Company, on the board of directors of any for-profit company so long as such activity does not materially interfere with the performance of Executive’s duties hereunder or create a conflict of interest.

3.3. Executive shall perform his duties and responsibilities under this Agreement in the City of Commerce, Los Angeles County, California, or such other location(s) within the greater metropolitan Los Angeles County area as may be required by the Company from time to time.

Section 4. Compensation and Benefits

The Compensation Committee of the Board shall be solely responsible for setting Executive’s pay, as remuneration for all services to be rendered by Executive during the Term of this Agreement, and as consideration for complying with the covenants herein. The compensation and benefits provided to Executive shall be as follows:

4.1. Base Salary. During the Term of this Agreement, the Company shall pay to Executive an annual salary (a “Base Salary”) in the amount of Seven Hundred Seventy Thousand Dollars ($770,000) per annum.

(a) Executive’s Base Salary shall be paid to Executive in equal installments, throughout the year, consistent with the normal payroll practices of the Company.

(b) Executive’s Base Salary shall be reviewed annually in accordance with the Company’s executive merit pay policy, as amended from time to time, and at the sole discretion of the Compensation Committee the Base Salary may be increased, but in no event shall the Base Salary be decreased to an amount less than Seven Hundred Seventy Thousand Dollars ($770,000) per annum.

4.2. Annual Bonus. Executive shall be eligible to earn an annual bonus (“Annual Bonus”), at a level that, in the sole discretion of the Compensation Committee of the Board, is commensurate with the bonuses offered to executives having the same or similar duties and responsibilities as those of Executive at companies of similar size, scope, and business and financial condition as that of the Company, as more fully described below.

(a) If and to the extent that the Board, or the Compensation Committee thereof, decides to award annual bonuses during the Term of this Agreement, Executive shall be eligible to earn an Annual Bonus at the sole discretion of the Board or the Compensation Committee, as applicable. The target for any such Annual Bonus shall be not less than One Hundred Percent (100%) and the maximum amount not greater than Two Hundred Percent (200%) of Executive’s Base Salary for such period, and such target must be reasonably attainable and mutually agreed upon by both parties. Executive’s Annual Bonus for any partial years of service hereunder shall be prorated.

(b) Nothing in this Section shall be construed as obligating the Company to pay Executive an Annual Bonus or to refrain from changing and/or amending the annual bonus/incentive plan so long as such changes are similarly applicable to all executives of the Company generally.

4.3. Long-Term Incentives. During the period of time that Executive serves as the Company’s President and Chief Executive Officer, Executive shall be eligible to receive awards of stock options, stock appreciation rights, restricted stock, performance units or performance shares or other equity-based incentive compensation and benefits (the “Long-Term Incentives”) pursuant to the Amended and Restated Long-Term Equity Compensation Plan, in accordance with the guidelines set forth in the Company’s executive compensation policies as determined by the Compensation Committee of the Board. All such Long-Term Incentives shall be awarded to Executive no less frequently than such awards are made to other senior executives of the Company and shall exceed the value of awards made to any other single senior executive for any given award, excluding awards made to any president and/or chief executive officer of the Company succeeding the Executive.

4.4. Retirement Benefits.

(a) Executive shall be eligible to participate in the Company’s qualified defined benefit and defined contribution retirement plans, including, but not limited to, the 401(k) savings plan (including matching contributions from the Company), and the pension plan. Executive shall also be eligible to participate in the Smart & Final Supplemental Deferred Compensation Plan (including deferral of up to One Hundred Percent (100%) of Base Salary and any Annual Bonus) and the Directors Deferred Compensation Plan, subject to the eligibility and participation requirements of any such plans.

(b) Executive shall be eligible to participate in the Company’s Supplemental Executive Retirement Plan (“SERP”), subject to the eligibility and participation requirements of such plan; provided, however, that:

(i) Executive’s benefits under such plan shall vest at the rate of four percent (4%) per year;

(ii) the five (5) year delay period referred to in Section 3.1(e) of the Supplemental Executive Retirement Plan, Master Plan Document, as amended and restated through May 16, 2000, shall not apply to Executive, and Executive shall be eligible to elect Early Retirement under Section 1.11 of the SERP as if he has ten (10) Years of Service at age 55; and

(iii) notwithstanding anything to the contrary herein, any benefits to which Executive may otherwise be entitled under such plan shall be forever forfeited by Executive if Executive accepts any position with Casino Guichard-Perrachon, S.A., or any of its foreign or domestic subsidiaries (“Casino”), within six (6) months following the termination of his employment with the Company.

4.5. Employee Benefits. During the Term and as otherwise provided by the provisions of each of the respective plans, the Company shall provide to Executive all of the benefits that other executives and employees of the Company are entitled to receive, as commensurate with Executive’s position. The benefits, and the terms of conditions thereof, to which Executive shall be entitled, are set forth in the Company’s Employee Benefits package, as the same may, from time to time, be amended or modified.

4.6. Benefit Reimbursements. The Company shall reimburse Executive up to Twelve Thousand Dollars ($12,000) per calendar year for medical, dental and vision insurance expenses, and shall provide Executive with executive life insurance and long-term disability insurance that other executives and employees of the Company are entitled to receive, as commensurate with Executive’s position.

4.7. Vacation. Executive shall be entitled to five (5) weeks of paid vacation per calendar year, prorated for any partial years of services, in accordance with the standard written policy of the Company with regard to vacations of employees. Unused vacation shall accrue from year to year, but shall be capped at ten (10) weeks.

4.8. Automobile Allowance. During the Term, Executive shall receive: (a) an automobile allowance of One Thousand Dollars ($1,000) per month; (b) Two Thousand Five Hundred Dollars ($2,500) per calendar year (in accordance with the Company’s written policies) to be used for maintenance expenses for such automobile or as a supplement to Executive’s monthly automobile allowance set forth in (a) above; (c) a credit card to be used for the purchase of gasoline for such automobile; and (d) automobile insurance for such automobile paid for by the Company.

4.9. Financial Planning/Tax Expenses. During the Term, the Company shall reimburse Executive for financial planning and tax expenses paid to a financial services provider of Executive’s choosing, in an amount not to exceed Fifteen Thousand Dollars ($15,000) per calendar year.

4.10. Expatriate Compensation. Executive shall receive expatriation compensation in accordance with that certain Expatriate Compensation Agreement between Executive and the Company, effective as of August 4, 2003.

4.11. Perquisites. The Company shall provide to Executive, at the Company’s cost, all perquisites to which other executives of the Company are entitled to receive and such other perquisites that are suitable to the character of Executive’s position with the Company and adequate for the performance of his duties hereunder.

4.12. Right To Change Plans. By reason of the provisions herein, the Company shall not be obligated to institute, maintain, change, amend or discontinue, or to refrain from changing, amending or discontinuing, any benefit plan, program or perquisite referenced in Section 4.5 above, so long as such changes are similarly applicable to executive employees generally.

4.13. Benefits Conflicts. Executive’s benefits and perquisites shall be as set forth in this Agreement, subject, however, to the Company’s right to change the plans set forth in Section 4.12 above.

Section 5. Expenses

5.1. Reimbursements. The Company shall, according to its written policies, pay or reimburse Executive for all ordinary and necessary expenses, in a reasonable amount, which Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies of which Executive’s participation is in the best interest of the Company.

5.2. Relocation Expenses. The Company shall reimburse Executive for all reasonable relocation expenses, which Executive incurs in relocating to France (or to another location provided that the relocation expense does not exceed the expense to relocate to France) including, but not limited to, moving and travel expenses, upon submission of documentation acceptable to the Company, provided, however, that such benefit will be available:

(a) only (i) for a termination without Cause by the Company or a resignation for Good Reason by Executive, occurring during the Term of this Agreement, (ii) if there shall have been no termination or resignation during the Term, then upon expiration of the Term, or (iii) if following a Change in Control (as defined in the Severance Plan in Section 12.7 below) Executive agrees to relocate pursuant to the Company’s relocation plans; and

(b) only if Executive does not accept any position with Casino within six (6) months following the termination of his employment with the Company.

The reimbursement of relocation expenses as set forth in this Section 5.2 shall include such additional payment as is necessary (after taking into account all federal, state and local income and payroll taxes payable by Executive as a result of the receipt of such reimbursement) to place Executive in the same after-tax position (including federal, state and

local income and payroll taxes) as Executive would have been in had no such tax been paid or incurred by Executive as a result of such reimbursement.

5.3. Legal Expenses. The Company will pay any legal fees incurred by Executive associated with the negotiation and preparation of this Agreement up to Twenty Five Thousand Dollars ($25,000).

Section 6. Employment Terminations

6.1. Termination Due To Retirement. In the event Executive’s employment is terminated by reason of Executive’s Retirement (as defined under the then established rules of the Company’s tax-qualified retirement plan) then, upon the effective date of such termination, the Company’s obligation to pay and provide to Executive Base Salary, Annual Bonus and Long-Term Incentives (as provided in Section 4 hereof), shall immediately expire. Upon such termination, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the severance benefits payable to a Tier I Executive upon termination of employment due to Retirement pursuant to Section 4.5 of the Severance Plan.

6.2. Termination Due To Death. In the event Executive’s employment is terminated by reason of the death of Executive then, upon the date of such termination, the Company’s obligation to pay and provide to Executive Base Salary, Annual Bonus and Long-Term Incentives (as provided in Section 4 hereof) shall immediately expire. Upon such termination, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the severance benefits payable to a Tier I Executive upon termination of employment due to death pursuant to Section 4.5 of the Severance Plan.

6.3. Termination Due To Disability. In the event that Executive becomes Disabled during the Term of this Agreement and is, therefore, unable to perform his duties hereunder for a period of more than ninety (90) calendar days in the aggregate, during any period of twelve (12) consecutive months, or in the event of the Board’s reasonable expectation that Executive’s Disability will exist for more than a period of ninety (90) calendar days, the Company shall have the right to terminate Executive’s active employment as provided in this Agreement. However, the Board shall deliver written notice to Executive of the Company’s intent to terminate for Disability at least thirty (30) calendar days prior to the effective date of such termination.

A termination for Disability shall become effective upon the end of such thirty (30) day notice period. Upon such effective date, the Company’s obligation to pay and provide to Executive Base Salary, Annual Bonus and Long-Term Incentives (as provided in Section 4 hereof), shall immediately expire. Upon such termination, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the severance benefits payable to a Tier I Executive upon termination of employment due to Disability pursuant to Section 4.4 of the Severance Plan.

The term “Disability” shall, for all purposes of this Agreement, have the meaning ascribed to such term in the Severance Plan.

It is expressly understood that the Disability of Executive for a period of ninety (90) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a breach or default, and Executive shall receive full compensation for any such period of Disability or for any other temporary illness or incapacity during the Term of this Agreement.

6.4. Voluntary Termination By Executive Without Good Reason. Executive may terminate this Agreement at any time by giving the Board written notice of intent to terminate, delivered at least ninety (90) calendar days prior to the effective date of such termination (such period not to include vacation). The termination automatically shall become effective upon the expiration of the notice period.

Upon such termination, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the severance benefits payable to a Tier I Executive upon termination of employment by such executive, other than for Retirement, pursuant to Section 4.6 of the Severance Plan.

6.5. Termination By The Company Without Cause. At any time during the Term, the Board may terminate Executive’s employment, as provided under this Agreement, at any time, for reasons other than death, Disability, Retirement or for Cause, by notifying Executive in writing of the Company’s intent to terminate, at least thirty (30) calendar days prior to the effective date of such termination.

Upon such termination without Cause, or at the end of the Term should the Company elect not to renew Executive’s employment, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the severance benefits payable to a Tier I Executive upon termination of employment by the Company other than for Cause, death or Disability pursuant to Section 4.2 of the Severance Plan (as well as (a) any accrued but unpaid bonus for the year preceding the year in which such termination occurs, (b) additional service and compensation credit under the SERP for the duration of the General Severance Period (as defined in the Severance Plan), and (c) continued participation in all Company fringe and employee benefit plans, programs and arrangements (without duplication of benefits otherwise provided under this Agreement or the Severance Plan) on the same after-tax basis as during Executive’s active employment, except that the following benefits shall be excluded to the extent that the law or the plan or benefit program does not permit such benefit to be made available to Executive, the Company’s (i) life and accidental insurance plans and programs, (ii) employee assistance programs, (iii) long-term disability plans and programs, (iv) paid time off benefits and programs, and (v) (active participation in) equity plans and programs, 401(k) and other pension plans and programs); provided, however, that notwithstanding the provisions of the Severance Plan, Executive’s General Severance Period shall be twenty-four (24) months.

Notwithstanding anything to the contrary herein, if (i) at the end of the Term the Company elects not to renew Executive’s employment and (ii) Executive accepts any position with Casino within six (6) months following the expiration of Executive’s employment term, then in such circumstances Executive shall not be eligible to receive any severance benefits payable to a Tier I Executive as set forth above in this Section 6.5.

6.6. Termination By The Company For Cause. At any time during the Term of this Agreement, the Board, acting in good faith and pursuant to a determination approved by at least a majority of the Board, may terminate Executive’s employment hereunder for “Cause”, provided that the Board determines that the conduct of Executive has a significant impact on the business of the Company. Prior to any such termination, (a) the Board shall provide Executive ten (10) days’ written notice setting forth in reasonable detail the facts and circumstances providing the basis for such contemplated termination, and (b) Executive shall have an opportunity to appear before the Board to respond thereto.

“Cause” shall be defined as conduct of Executive that (a) is finally adjudged to be knowingly fraudulent, deliberately dishonest or willful misconduct and (b) has a significant impact on the business of the Company.

Upon such termination by the Company for Cause, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the severance benefits payable to a Tier I Executive upon termination of employment by the Company for Cause pursuant to Section 4.6 of the Severance Plan.

6.7. Termination By Executive For Good Reason. At any time during the Term of this Agreement, Executive may terminate this Agreement for “Good Reason” (as defined in the Severance Plan and modified to include the following additional events: (a) Executive’s failure to be re-elected to the Board during the Term; (b) any diminution in Executive’s title or reporting lines or material reduction in Executive’s authority or responsibilities; (c) failure of any successor to assume this Agreement in writing; and (d) a material breach of this Agreement by the Company that remains uncured after expiration of the first ten (10) days of Executive’s required thirty (30)-day notice period have elapsed) by giving the Board thirty (30) calendar days written notice of intent to terminate, which notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

Upon the expiration of the thirty (30)-day notice period, such termination shall become effective, unless, to the extent applicable, the Company shall have previously cured within the time frame set forth above in this Section 6.7.

Upon a termination of Executive’s employment for Good Reason at any time other than during the six-month period preceding or the twenty-four (24) month period following the effective date of a Change in Control (as defined in Section 7.1 below), Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the same severance payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company without Cause, as specified in Section 6.5 herein. Upon a termination for Good Reason during the six months preceding or the twenty-four (24) months following the effective date of a Change in Control, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the payments and benefits set forth in Section 7.1 below in lieu of those set forth in this Section 6.7.

Executive’s right to terminate employment for Good Reason shall not be affected by Executive’s incapacity due to physical or mental illness. Executive’s continued employment

shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.

6.8. Accelerated Vesting. If: (a) this Agreement is terminated pursuant to Section 6.5 or Section 6.7 hereof; (b) this Agreement is not renewed by the Company after expiration of the Term; or (c) there is a Change in Control then, in such circumstances (i) all Long-Term Incentives received by Executive during the Term of this Agreement shall immediately become vested and (ii) all restrictions applicable to any shares of restricted stock or performance-based units or shares of the Company received by Executive during the Term of this Agreement shall immediately lapse (to the fullest extent possible).

Section 7. Change In Control

7.1. Employment Terminations In Connection With A Change In Control. In the event of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason within the six months preceding or the twenty-four (24) months following the effective date of a Change in Control (as defined in the Severance Plan) then, in lieu of all other benefits provided to Executive under the provisions of this Agreement, Executive shall be entitled, and his sole remedy under this Agreement shall be, to receive the severance benefits payable to a Tier I Executive (as modified in Section 6.5 hereof) upon a Change in Control pursuant to Sections 5.1, 5.3 and 5.4 of the Severance Plan.

7.2. Excise Tax Equalization Payment. In the event that Executive becomes entitled to payments and/or benefits hereunder which would constitute “parachute payments” within the meaning of Section 280G(b) of the Internal Revenue Code of 1986, as amended, the provisions of Article 6 of the Severance Plan and of Exhibit “B” to the Severance Plan shall apply to Executive in their entirety.

7.3. Acceptance of Position With Casino. Notwithstanding anything to the contrary herein, Executive shall not be eligible to receive any severance benefits, whether payable to a Tier I Executive upon a Change in Control or otherwise, if Executive accepts any position with Casino, within six (6) months following any such change of control event.

Section 8. Certain Covenants

8.1. Competition. Without the prior written consent of the Company, during the Term of this Agreement and during the General Severance Period (as set forth in Section 6.5 hereof), Executive shall not engage directly or indirectly (whether as an employee, investor, officer, director, partner, member, manager, shareholder, lender, consultant or otherwise), in any business or enterprise that is “in competition” (as defined in Section 10.1 of the Severance Plan) with the Company or its successors or assigns. Notwithstanding the foregoing, nothing contained in this Section 8.1 shall prevent Executive from owning securities in companies listed on a national securities exchange or traded on a national over-the-counter market, in an amount not to exceed 5% of the outstanding securities of any such company(ies).

8.2. Confidential Information. For purposes of this Agreement, “Confidential Information” means all information that is not generally known or available to the public and that

gives the Company a competitive advantage over others who do not know or use it, which Executive obtains from the Company, or learns, discovers, develops, conceives, or creates while employed or otherwise retained by the Company, and which relates to the business or assets of the Company (whether obtained, learned, discovered, developed, conceived or created preceding, on or after the Effective Date and prior to the termination of Executive’s employment with the Company). The term “Confidential Information” includes, but is not limited to, inventions, ideas, computer programs, protocols, designs, processes, techniques, research and development information; identities of clients and customers; financial data and information; business plans, strategies and processes; pricing and contract terms; client and customer preferences and requirements; and any other information of the Company that the Company shares with Executive or that Executive should know, by virtue of Executive’s position or the circumstances under which Executive learned it, should be kept confidential. Confidential Information also includes information obtained by the Company in confidence from its clients, customers, vendors and other third parties.

(a) No Disclosure. Executive acknowledges that the Company has a compelling business interest in preventing unfair competition stemming from the use or disclosure of its Confidential Information. Executive therefore agrees that Executive will not disclose to others in any manner (except as may be necessary in the performance of his duties for the Company), use for Executive’s own benefit or for the benefit of anyone other than the Company, any Confidential Information, and Executive shall take all reasonable measures, in accordance with policies established by the Company and instructions from the Board, to protect Confidential Information from any accidental, unauthorized, or inappropriate use or disclosure. Executive’s obligations under this Section 8.2 shall continue for so long as Executive is employed or otherwise retained or compensated by the Company, and shall continue thereafter for twenty-four (24) months, and with respect to Confidential Information constituting a trade secret within the meaning of the Uniform Trade Secrets Act, for such longer period as such Confidential Information remains a trade secret.

(b) Company’s Ownership of Information. Executive further agrees that all files, records, documents, data, specification, equipment, software, hardware and similar items, whether maintained in hard copy or on-line relating, to the Company’s business, whether prepared by Executive or others, and whether Confidential Information or not, are and shall remain exclusively the property of the Company.

8.3. Covenants Regarding Other Employees. Executive recognizes that the Company’s employees are unique and valuable resources of the Company who have knowledge of and access to Confidential Information and trade secrets of the Company, and who have been trained by the Company, and that the Executive’s employment requires Executive to have access to and interaction with the Company’s other employees. Executive agrees that for so long as Executive remains employed by the Company under this Agreement and for a period of twenty four (24) months thereafter, Executive shall not, directly or indirectly, recruit or solicit any employee, or group of employees, of the Company to terminate employment with the Company, or to become employed by or contract with Executive or any other person or entity.

8.4. Intent; Separate Covenants. Executive agrees that the covenants contained in this Section 8 are reasonable in light of the nature of the Company’s business and Executive’s role in the business of the Company. The covenants contained in this Agreement shall be construed as a series of separate and severable covenants. If any covenant contained in this Agreement is determined, by any court of competent jurisdiction, to be unenforceable or unreasonable, Executive agrees that such covenants may and shall be modified by such court, but only to the extent necessary to eliminate those restrictions determined to be unenforceable or unreasonable. Nothing contained in this Section 8 or elsewhere in this Agreement is intended to or shall modify or reduce in any way Executive’s obligations to comply, while employed or thereafter, with applicable laws relating to trade secrets, or unfair competition.

8.5. Remedies. Executive acknowledges and agrees that Executive’s breach of any provision of this Section 8 of this Agreement is likely to cause irrevocable harm to the Company, for which there may be an inadequate remedy at law and which the ascertainment of damages would be difficult. Accordingly, in the event of a breach by Executive of any term of Section 8 of this Agreement, the Company shall be entitled, in addition to and without having to prove the inadequacy of other remedies at law (including, without limitation, damages for prior breaches hereof), to specific performance of this Agreement, as well as injunctive relief (without being required to post bond or other security).

Section 9. Indemnification; Insurance

9.1. The Company hereby covenants and agrees to indemnify and hold harmless Executive, to the fullest extent permitted by Delaware law, against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including attorneys’ fees) losses, and damages resulting from Executive’s good faith performance of his duties and obligations under the terms of this Agreement.

9.2. The Company hereby covenants and agrees to have and maintain, during the Term of this Agreement, Director and Officers (D&O) insurance covering Executive in an amount and with such limits as necessary to cover any liability with regard to Executive’s actions and inactions in relation to his duties as a director or officer of the Company.

Section 10. Assignment

10.1. Assignment By Company. This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor of the Company, and any such successor shall be deemed substituted for all purposes of the “Company” under the terms of this Agreement. As used in this Agreement, the term “successor” shall mean any person, firm, corporation or business entity which at any time, whether by merger, purchase, or otherwise, acquires all or essentially all of the assets of the Company. Notwithstanding such assignment, the Company shall remain, with such successor, jointly and severally liable for all its obligations hereunder.

10.2. Assignment By Executive. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors and administrators, successors, heirs, distributees, devisees and legatees. If Executive should die

while any amounts payable to Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, in the absence of such designee, to Executive’s estate.

Section 11. Dispute Resolution and Notice

11.1. Dispute Resolution. Except as otherwise expressly provided in Section 8.5 of this Agreement, any dispute arising under or in connection with this Agreement shall be settled exclusively by arbitration.

Such proceeding shall be conducted before a panel of three (3) arbitrators sitting in a location selected by Executive within fifty (50) miles from the location of his principal place of employment, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

Each party shall be responsible for its expenses incurred in any such arbitration, including the reasonable fees and expenses of the legal representation, and necessary costs and disbursements incurred as a result of such dispute; provided, however, that in the event that Executive prevails in at least one material respect with respect to such dispute, then the Company shall pay the costs of Executive relating to such dispute, but only to the extent such costs do not exceed 1% of the Company’s total assets.

11.2. Notice. Any notices, requests, demands or other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to Executive at the last address he has filed in writing with the Company or, in the case of the Company, to the Corporate Secretary at the Company’s principal executive offices.

Section 12. Miscellaneous

12.1. Entire Agreement. This Agreement supersedes all negotiations or understandings, oral or written, between Executive and the Company, with respect to the subject matter hereof, including the Original Agreement, and constitutes the entire Agreement of the parties with respect thereto. To the extent that this Agreement is inconsistent with the Severance Plan, the terms of this Agreement shall prevail.

12.2. Modification. This Agreement shall not be varied, altered, modified, canceled, changed or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

12.3. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

12.4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

12.5. Tax Withholding. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

12.6. Beneficiaries. Executive may designate one or more persons or entities as the primary and/or contingent beneficiaries of any amounts to be received under this Agreement. Such designation must be in the form of a signed writing acceptable to the Board or the Board’s designee. Executive may make or change such designation at any time.

12.7. Definition of Severance Plan; Successor Plan. For purposes of this Agreement, the term “Severance Plan” shall refer to and mean: (i) the Company’s 2004 Executive Severance Plan; or (ii) any successor executive severance plan adopted by the Company during the Term, to the extent that Executive expressly opts into such successor executive severance plan in its entirety. The parties understand, acknowledge and agree that, should the Company adopt a successor plan to the 2004 Executive Severance Plan, Executive shall have the right, but not the obligation, to opt into such plan in whole, but not in part, and that references in this Agreement to sections of the 2004 Executive Severance Plan shall refer to the most closely corresponding provisions of the successor plan as determined in the sole discretion of the Company.

12.8. Termination of Original Agreement. Effective as of the Effective Date, the Original Agreement shall terminate and shall be superseded in its entirety by this Agreement.

12.9. Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of California.

12.10. No Mitigation; No Offset. In the event of any termination of employment hereunder, Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain, except as otherwise set forth in this Agreement relating to Executive’s subsequent employment with Casino. The amounts payable hereunder shall not be subject to setoff, counterclaim, recoupment, defense or other right that the Company may have against Executive or others.

IN WITNESS WHEREOF, Executive and the Company (pursuant to a resolution adopted at a duly constituted meeting of its Board of Directors) have executed this Agreement, as of the day and year first above written.


“Executive”

By:		/s/ Etienne Snollaerts
		ETIENNE SNOLLAERTS


“Company”

SMART & FINAL INC., a Delaware corporation

By:		/s/ Timm F. Crull
		TIMM F. CRULL

Its:		Director

EX-31.1 3 dex311.htm SECTION 302 CERTIFICATION OF CEO Section 302 Certification of CEO

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A) OR 15D-14(A) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

I, Etienne Snollaerts, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Smart & Final Inc. for the quarter ended June 18, 2006;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 24, 2006				/s/ Etienne Snollaerts
				Etienne Snollaerts
				Chief Executive Officer

EX-31.2 4 dex312.htm SECTION 302 CERTIFICATION OF CFO Section 302 Certification of CFO

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A) OR 15D-14(A) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

I, Richard N. Phegley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Smart & Final Inc. for the quarter ended June 18, 2006;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: July 24, 2006				/s/ Richard N. Phegley
				Richard N. Phegley
				Chief Financial Officer

EX-32.1 5 dex321.htm SECTION 906 CERTIFICATION OF CEO Section 906 Certification of CEO

Exhibit 32.1

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Smart & Final Inc. (the “Company”), hereby certify, based on my knowledge, that the quarterly report on Form 10-Q of the Company for the quarter ended June 18, 2006 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Etienne Snollaerts

Etienne Snollaerts

July 24, 2006

EX-32.2 6 dex322.htm SECTION 906 CERTIFICATION OF CFO Section 906 Certification of CFO

Exhibit 32.2

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Smart & Final Inc. (the “Company”), hereby certify, based on my knowledge, that the quarterly report on Form 10-Q of the Company for the quarter ended June 18, 2006 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard N. Phegley

Richard N. Phegley

July 24, 2006

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