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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: COMMISSION FILE NUMBER:
JANUARY 1, 2000 0-785
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NASH-FINCH COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 41-0431960
(State of Incorporation) (I.R.S. Employer Identification No.)
7600 FRANCE AVENUE SOUTH
P.O. BOX 355
MINNEAPOLIS, MINNESOTA 55440-0355
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (952) 832-0534
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $1.66 2/3 PER SHARE
COMMON STOCK PURCHASE RIGHTS
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of March 20, 2000, 11,410,892 shares of Common Stock of the Registrant
were outstanding. The aggregate market value of the Common Stock of the
Registrant as of that date (based upon the last reported sale price of the
Common Stock at that date by the Nasdaq National Market), excluding outstanding
shares deemed beneficially owned by directors and officers, was approximately
$96,907,000.00.
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DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific sections are referred to herein) from the
Registrant's Proxy Statement for its Annual Meeting to be held on May 9, 2000
(the "2000 Proxy Statement").
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THIS REPORT AND THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE INCLUDE
FORWARD-LOOKING STATEMENTS MADE UNDER THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY THE USE OF WORDS LIKE "BELIEVES," "EXPECTS," "MAY," "WILL,"
"SHOULD," "ANTICIPATES," OR SIMILAR EXPRESSIONS, AS WELL AS DISCUSSIONS OF
STRATEGY. SUCH FORWARD-LOOKING STATEMENTS ARE NOT HISTORICAL IN NATURE BUT,
RATHER, ARE BASED UPON CURRENT EXPECTATIONS AND VARIOUS ASSUMPTIONS.
ALTHOUGH SUCH STATEMENTS REPRESENT MANAGEMENT'S CURRENT EXPECTATIONS BASED UPON
AVAILABLE DATA, THEY ARE SUBJECT TO VARIOUS RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED. THESE RISKS, UNCERTAINTIES AND OTHER FACTORS MAY INCLUDE, BUT ARE
NOT LIMITED TO, THE ABILITY TO: (A) MEET DEBT SERVICE OBLIGATIONS AND MAINTAIN
FUTURE FINANCIAL FLEXIBILITY; (B) RESPOND TO CONTINUING COMPETITIVE PRICING
PRESSURES; (C) RETAIN EXISTING INDEPENDENT WHOLESALE CUSTOMERS AND ATTRACT NEW
ACCOUNTS; AND (D) FULLY INTEGRATE ACQUISITIONS AND REALIZE EXPECTED SYNERGIES. A
MORE DETAILED DESCRIPTION OF SOME OF THE RISK FACTORS IS SET FORTH IN EXHIBIT
99.1.
PART I
ITEM 1. BUSINESS
A. GENERAL DEVELOPMENT OF BUSINESS.
Nash Finch Company, a Delaware corporation, was organized in 1921 as the
successor to a business established in 1885. Its principal executive offices are
located at 7600 France Avenue South, Edina, Minnesota 55435 (Telephone:
952-832-0534). Unless the context indicates otherwise, the term "Company," as
used in this Report, means Nash Finch Company and its consolidated subsidiaries.
The Company is one of the largest food distribution companies in the United
States. Its business consists of three primary operating segments: (i) the
wholesale distribution segment, which supplies food and non-food items to
independently owned retail grocery stores, corporately owned retail grocery
stores and institutional customers; (ii) the retail segment, which is made up of
corporately owned retail grocery stores with a variety of store formats; and
(iii) the military distribution segment, which supplies food and related
products to military commissaries. Currently, the Company conducts its wholesale
and retail operations primarily in the Midwestern and Southeastern regions of
the United States and its military distribution operations primarily in the
Mid-Atlantic region of the United States.
Early in 1999, the Company announced a five-year strategic revitalization
plan to streamline its wholesale operations and build its retail business. The
new strategic plan resulted from an intensive diagnostic assessment, conducted
in 1998, of the entire Company's operations. During this assessment, the
performance of the Company was benchmarked against its competitors in order to
evaluate opportunities to improve profitability and enhance shareholder value.
The following strategic objectives were set:
- Focus energies on wholesale and retail distribution of supermarket
products, primarily in Midwest and Southeast markets;
- Make wholesale operations sales driven and focused on premier customer
service and low cost;
- Enable corporate retail to dominate its primary trade areas through
convenience, consistently excellent execution and superior customer
service;
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- Utilize business process changes aggressively to reduce costs through
productivity gains and to create a responsive management structure; and
- Equip employees with the required training and tools, measuring success
through contribution and performance.
The five-year strategic plan is to be implemented in three phases: (i) Phase
I--the stabilization of the Company's existing business; (ii) Phase
II--rebuilding the Company's foundation; and (iii) Phase III--growing the
Company's business.
During 1999, the Company was successful in furthering its strategic plan.
The Company completed Phase I of its strategic plan and substantially completed
Phase II. Among the initiatives in which the Company made substantial progress
are (i) improving the efficiencies of wholesale operations, (ii) enhancing and
expanding retail operations, (iii) focusing resources on core businesses, and
(iv) achieving Y2K compliance.
1. IMPROVING EFFICIENCIES OF WHOLESALE OPERATIONS.
As part of the strategy to improve the efficiency of its wholesale
operations, during 1999 the Company closed five distribution centers located in
Appleton, Wisconsin; Liberal, Kansas; Denver, Colorado; Grand Island, Nebraska;
and Rocky Mount, North Carolina. The Appleton operations were consolidated into
the operations in Cedar Rapids, Iowa, and St. Cloud, Minnesota. The Liberal and
Denver operations were consolidated into the operations in Rapid City, South
Dakota and Omaha, Nebraska. The Grand Island operations were consolidated into
the operations of Omaha, Nebraska. The Rocky Mount operations were consolidated
into the operations in Lumberton, North Carolina. These consolidations
contributed to an overall increase in warehouse productivity, an increase in
trailer capacity utilization, an increase in on-time deliveries, a reduction in
cost-per-case, and a reduction in inventory levels.
2. ENHANCING AND EXPANDING RETAIL OPERATIONS.
An important initiative within the Company's retail strategy is to increase
capital spending for the remodeling of existing stores and the construction of
new stores. It is also an important initiative to acquire retail stores where it
can increase market share within a defined market area. In June 1999, the
Company enhanced its retail operations by acquiring all of the outstanding
shares of common stock of Erickson's Diversified Corporation ("Erickson's"), a
retail store chain operator. Erickson's operates eighteen (18) retail grocery
stores located in Minnesota and Wisconsin. After the end of the fiscal year, the
Company further enhanced its retail operations by acquiring all of the
outstanding shares of common stock of Hinky Dinky Supermarkets, Inc. ("HDSI"), a
retail store chain operator. HDSI is the majority owner of twelve (12) retail
grocery stores located in Nebraska.
3. FOCUSING RESOURCES ON CORE BUSINESSES.
The Company made a strategic decision to focus its resources, financial and
otherwise, on its core businesses: wholesale distribution and retail operations.
As a result, it became necessary to divest itself of the non-core businesses
that it had been operating. During 1999, the Company completed the divestiture
of such non-core businesses. In June 1999, the Company sold its majority
ownership interests in Gillette Dairy of the Black Hills, Inc., a processor and
manufacturer of milk and milk products, and Nebraska Dairies, Inc., a wholesale
distributor of such products. In July 1999, the Company sold all of the
outstanding common stock of Nash-De Camp Company, a produce growing and
marketing subsidiary. The proceeds from the sale of these businesses helped the
Company to finance the Erickson's acquisition and other transactions.
3
4. YEAR 2000 COMPLIANCE.
As with other companies, ensuring the Company's readiness for the Year 2000
was of primary importance. Year 2000 remediation was successfully completed on
time and within budget. As a result, the Company did not experience any
significant or material operational problems due to Year 2000.
B. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Financial information about the Company's business segments for the most
recent three fiscal years is contained in Part II, Item 6 and Item 8 of this
Annual Report on Form 10-K. For segment financial reporting purposes, a portion
of the operational profits of wholesale distribution centers are allocated to
retail operations to the extent that merchandise is purchased by these
distribution centers and transferred to retail stores directly operated by the
Company. For fiscal 1999, 24% of such warehouse operational profits were
allocated to retail operations.
C. NARRATIVE DESCRIPTION OF THE BUSINESS.
1. WHOLESALE OPERATIONS.
a. PRODUCTS AND SERVICES.
The Company's wholesale operations are essentially divided into two
segments. The first segment sells and distributes a wide variety of food and
non-food products to independently owned and corporately owned retail grocery
stores (the "wholesale segment"). The second sells and distributes food and
non-food products to military commissaries (the "military segment"). In 1999,
the wholesale segment accounted for 55.3% of the Company's total revenues; the
military segment 23.4%.
The Company provides to its customers a full line of food products,
including dry groceries, fresh fruits and vegetables, frozen foods, fresh and
processed meat products and dairy products, and a variety of non-food products,
including health and beauty care, tobacco, paper products, cleaning supplies and
small household items. The Company primarily distributes and sells nationally
advertised branded products and a number of unbranded products (principally
meats and produce) purchased directly from various manufacturers, processors and
suppliers or through manufacturers' representatives and brokers. The Company
also distributes and sells private label products that are branded primarily
under the OUR FAMILY-REGISTERED TRADEMARK- trademark, a long-standing private
label of the Company, and the FAME-REGISTERED TRADEMARK- trademark, which the
Company obtained in the acquisition of Super Food Services, Inc. ("Super Food").
Under its private label line of products, the Company offers a wide variety of
grocery, dairy, packaged meat, frozen foods, health and beauty care products,
paper and household products, beverages, and other packaged products that have
been manufactured or processed by other companies on behalf of the Company.
The Company also offers to independent retailers a broad range of services,
including the following: (i) promotional, advertising and merchandising
programs; (ii) the installation of computerized ordering, receiving and scanning
systems; (iii) the establishment and supervision of computerized retail
accounting, budgeting and payroll systems; (iv) personnel management assistance
and employee training; (v) consumer and market research; and (vi) remodeling and
store development services. The Company believes that its support services help
the independent retailers compete more effectively in their markets and build
customer loyalty.
The Company's retail counselors and other Company personnel advise and
counsel independent retailers, and directly provide many of the above services.
Separate charges may be made for some of these services. The Company also
provides retailers with marketing and store upgrade services, many of which have
been developed in connection with Company owned stores. For example, the Company
assists retailers in installing and operating delicatessens and other specialty
food sections. Rather than offering a single program for the services it
provides, the Company has developed multiple, flexible programs to serve the
needs of most independent retailers, whether rural or urban, large or small.
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The Company's assistance to independent retailers in store development
provides a means of continued growth for the Company through the development of
new retail store locations and the enlargement or remodeling of existing retail
stores. Services provided include site selection, marketing studies, building
design, store layout and equipment planning and procurement. The Company assists
wholesale customers in securing existing supermarkets that are for sale from
time to time in market areas served by the Company and, occasionally, acquires
existing stores for resale to wholesale customers.
The Company also provides financial assistance to its independent retailers
generally in connection with new store development and the upgrading or
expansion of existing stores. For example, the Company makes secured loans to
some of its independent retailers, generally repayable over a period of five or
seven years, for inventories, store fixtures and equipment, working capital and
store improvements. Loans are secured by liens on inventory or equipment or
both, by personal guarantees and by other types of security. As of January 1,
2000, the Company had approximately $33.4 million outstanding of such secured
loans to 112 independent retailers. In addition, the Company may provide such
assistance to independent retailers by guarantying loans from financial
institutions and leases entered into directly with lessors. The Company also
uses its credit strength to lease supermarket locations for sublease to
independent retailers, at rates that are at least as high as the rent paid by
the Company.
b. CUSTOMERS.
The Company offers its products and services to approximately 2,000
independent retail grocery stores, U.S. military commissaries and other
customers in 30 states. As of the end of the fiscal year, no customer accounted
for a significant portion of the Company's sales.
The Company's wholesale segment customers are primarily self-service retail
grocery stores that carry a wide variety of grocery products, health and beauty
care products and general merchandise. Many of these stores also have one or
more specialty departments such as a delicatessen, an in-store bakery, a
restaurant, a pharmacy and a flower shop. The size of the customers' stores
ranges from 5,000 to 75,000 square feet.
The Company's military segment currently delivers products to approximately
80 U.S. military commissaries in the United States. Due to the amount of revenue
generated through distribution to the U.S. military commissaries and the number
of U.S. military commissaries that the Company delivers products to, the Company
believes that it is the largest distributor of groceries and related products to
such facilities in the United States.
c. DISTRIBUTION.
The Company currently distributes products from 15 distribution centers
located in Georgia, Iowa, Maryland, Michigan, Minnesota, Nebraska, North
Carolina, North Dakota (2), Ohio (2), South Dakota (2), and Virginia (2). The
Company's distribution centers are located at strategic points to efficiently
serve Company owned stores, independent customers and military commissaries. The
distribution centers are equipped with modern materials handling equipment for
receiving, storing and shipping goods and merchandise and are designed for
high-volume operations at low unit costs.
Distribution centers serve as central sources of supply for Company owned
and independent stores, military commissaries and other institutional customers
within their operating areas. Generally, the distribution centers maintain
complete inventories containing most national brand grocery products sold in
supermarkets and a wide variety of high-volume private label items. In addition,
distribution centers provide full lines of perishables, including fresh meats
and poultry, fresh fruits and vegetables (except Super Food distribution
centers), dairy and delicatessen products and frozen foods. Health and beauty
care products, general merchandise and specialty grocery products are
distributed from a dedicated
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area of the distribution center located in Bellefontaine, Ohio, and from the
distribution center located in Sioux Falls, South Dakota. Retailers order their
inventory requirements at regular intervals through direct linkage with the
Company's computers. Deliveries of product are made primarily by the Company's
transportation fleet. The frequency of deliveries varies, depending upon
customer needs. The Company currently has a modern fleet of nearly 400 tractors
and 850 semi-trailers, most of which are owned by the Company. In addition, many
types of meats, dairy products, bakery and other products are sold by the
Company but are delivered by the suppliers directly to retail food stores.
Virtually all of the Company's wholesale sales to independent retailers are
made on a market price-plus-fee and freight basis, with the fee based on the
type of commodity and quantity purchased. Selling prices are changed promptly,
based on the latest market information.
The Company distributes groceries and related products directly to military
commissaries in the U.S., and distribution centers also provide products for
distribution to U.S. military commissaries in Europe and to ships afloat. These
distribution services are provided primarily under contractual arrangements with
the manufacturers of those products. The Company provides storage, handling and
transportation services for the manufacturers and, as products ordered from the
Company by the commissaries are delivered to the commissaries, the Company
invoices the manufacturers for the cost of the merchandise delivered plus
negotiated fees.
2. RETAIL OPERATIONS.
As of January 1, 2000, the Company operated 114 retail stores primarily in
the Midwestern and Southeastern states. These stores, 28 of which the Company
owns (the remainder are leased), range in size up to approximately 106,000
square feet. These stores offer a wide variety of high quality groceries, fresh
fruits and vegetables, dairy products, frozen foods, fresh fish, fresh and
processed meat, and health and beauty care products. Many have specialty
departments such as delicatessens, bakeries, pharmacies, banks, and floral and
video departments. In 1999, the retail segment accounted for 20.8% of the
Company's total revenues.
During 1999, the Company accomplished its objective of reducing the number
of store names under which it operates. At the beginning of 1999, the Company
was operating its retail stores under seventeen (17) store names. As of the end
of 1999, the Company operated its retail stores principally under three
(3) store names: ECONOFOODS-REGISTERED TRADEMARK-, SUN
MART-REGISTERED TRADEMARK-, and FAMILY THRIFT CENTER-TM-. This reduction enabled
the Company to further leverage its brand identity, create marketing
efficiencies and steadily grow the number of profitable, market-leading retail
stores.
3. COMPETITION.
All segments of the Company's business are highly competitive. The Company
competes directly at the wholesale level with a number of cooperative
wholesalers and voluntary wholesalers that supply food and non-food products to
independent retailers. "Cooperative" wholesalers are wholesalers that are owned
by their retail customers. On the other hand, "voluntary" wholesalers are
wholesalers who, like the Company, are not owned by their retail customers but
sponsor a program under which single-unit or multi-unit independent retailers
may affiliate under a common name. Certain of these competing wholesalers may
also engage in distribution to military commissaries.
The Company also competes indirectly with the warehouse and distribution
operations of the large integrated grocery store chains. Such retail grocery
store chains own their wholesale operations and self-distribute their food and
non-food products.
At the wholesale level, the principal methods of competition are price,
quality, variety and availability of products offered, strength of private label
brands offered, schedules and reliability of deliveries and the range and
quality of services offered, such as store financing and use of store names,
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and the services offered to manufacturers of products sold to military
commissaries. The success of the Company's wholesale business also depends upon
the ability of its retail store customers to compete successfully with other
retail food stores.
The Company also competes on the retail level in a fragmented market with
many organizations of various sizes, ranging from national and regional retail
chains to local chains and privately owned unaffiliated stores. Depending on the
product and location involved, the principal methods of competition at the
retail level are price, quality and assortment, store location and format, sales
promotions, advertising, availability of parking, hours of operation and store
appeal.
4. EMPLOYEES.
As of January 1, 2000, the Company employed 13,142 persons (6,109 of which
were employed on a part-time basis). All employees are non-union, except 601
employees who are unionized under various bargaining agreements. The Company
considers its employee relations to be good.
ITEM 2. PROPERTIES
The principal executive offices of the Company are located in Edina,
Minnesota, and consist of approximately 71,000 square feet of office space in a
building owned by the Company. The executive office for the Super Food
subsidiary is located in Dayton, Ohio and consists of 14,580 square feet of
leased office space. In addition to these executive offices, the Company leases
an additional 26,250 square feet of office space in Edina, Minnesota and St.
Louis Park, Minnesota, 10,740 square feet of additional storage space in Edina,
Minnesota and Eagan, Minnesota, and 8,580 square feet of additional office space
in Cincinnati, Ohio.
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A. WHOLESALE DISTRIBUTION.
The locations and sizes of the Company's distribution centers used primarily
in its wholesale distribution operations are listed below (all of which are
owned, except as indicated). The distribution center facilities that are leased
have varying terms, all with remaining terms of less than 20 years.
APPROX. SIZE
LOCATION (SQUARE FEET)
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Midwest:
Cedar Rapids, Iowa(b)................................... 399,900
St. Cloud, Minnesota.................................... 329,000
Omaha, Nebraska(a)...................................... 626,900
Fargo, North Dakota..................................... 288,800
Minot, North Dakota..................................... 185,200
Rapid City, South Dakota(c)............................. 188,600
Sioux Falls, South Dakota(d)............................ 271,100
Southeast:
Statesboro, Georgia(a)(e)............................... 398,600
Lumberton, North Carolina(a)............................ 336,500
Bluefield, Virginia..................................... 187,500
Super Food Services, Inc.
Bellefontaine, Ohio(f).................................. 722,900
Cincinnati, Ohio........................................ 445,600
Bridgeport, Michigan(a)................................. 604,500
Total Square Footage........................................ 4,985,100
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(a) Leased facility.
(b) Includes 48,000 square feet that are leased by the Company.
(c) Includes 1,500 square feet that are leased by the Company.
(d) Includes 79,300 square feet that are leased by the Company.
(e) Includes 46,400 square feet that are owned by the Company.
(f) Includes 91,100 square feet that are leased by the Company. This facility is
considered by the Company to include two separate wholesale distribution
operations: (1) Super Food--distribution of dry groceries, frozen foods,
fresh and processed meat products, and a variety of non-food products; and
(2) General Merchandise Services--distribution of health and beauty care
products, general merchandise and specialty grocery products. General
Merchandise Services, an operating unit of Super Food, utilizes
approximately 254,000 square feet of the total space (owned and leased).
Various of these distribution centers also distribute products to military
commissaries located in their geographic areas.
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B. MILITARY DISTRIBUTION.
The locations and sizes of the Company's distribution centers used primarily
in its military distribution operations are listed below (each of which is
leased, except as indicated). The leases have varying terms, each with a
remaining term of less than 20 years.
APPROX. SIZE
LOCATION (SQUARE FEET)
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Baltimore, Maryland(a).................................. 350,500
Norfolk, Virginia(a)(b)................................. 568,600
Total Square Footage........................................ 919,100
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(a) Leased facility.
(b) Includes 59,250 square feet that are owned by the Company.
C. RETAIL OPERATIONS.
As of January 1, 2000, the aggregate square footage of the Company's 114
retail grocery stores totaled 3,446,100 square feet.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to ordinary routine legal proceedings incidental to
its business. There are no pending matters, however, which are expected to have
a material impact on the business or financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, their ages, the year first elected or
appointed as an executive officer and the offices held as of March 24, 2000 are
as follows:
YEAR FIRST ELECTED OR
APPOINTED AS AN
NAME AGE EXECUTIVE OFFICER TITLE
- ---- -------- --------------------- ---------------------------------------------
Ron Marshall........... 46 1998 President and Chief Executive Officer
John A. Haedicke....... 47 1999 Executive Vice President, Chief Financial and
Administrative Officer, and Treasurer
Christopher A. Brown... 37 1999 Executive Vice President--Merchandising
Bruce A. Cross......... 48 1998 Sr. Vice President and Chief Information
Officer
John M. McCurry........ 51 1996 Sr. Vice President--Wholesale Operations
William A. Merrigan.... 55 1998 Sr. Vice President--Distribution and
Logistics
Norman R. Soland....... 59 1986 Sr. Vice President, Secretary and General
Counsel
Deborah A. Carlson..... 46 1999 Vice President--Store Development
James R. Dorcy......... 40 2000 Vice President--Marketing and Advertising
Arthur L. Keeney....... 47 1998 Vice President--Corporate Retail Stores
Ronald A. Knez......... 47 1999 Vice President--Human Resources
LeAnne M. Stewart...... 35 1999 Vice President--Financial Planning and
Analysis
Lawrence A. Wojtasiak.. 54 1990 Controller
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There are no family relationships between or among any of the executive
officers or directors of the Company. Executive officers of the Company are
elected by the Board of Directors for one-year terms, commencing with their
election at the first meeting of the Board of Directors immediately following
the annual meeting of stockholders and continuing until the next such meeting of
the Board of Directors.
Mr. Marshall was elected as President and Chief Executive Officer as of
June 1, 1998. Mr. Marshall previously served as Executive Vice President and
Chief Financial Officer of Pathmark Stores, Inc. (a retail grocery store chain)
from September 1994 to May 1998 and as Senior Vice President and Chief Financial
Officer of Dart Group Corporation (a retailer of groceries, auto parts and
books) from November 1991 to September 1994.
Mr. Haedicke was elected as Executive Vice President, Chief Financial and
Administrative Officer as of March 1, 1999, and Treasurer in July 1999.
Mr. Haedicke previously served as Executive Vice President and Chief Operating
Officer of OneSource, a third-party warehousing and consolidation service
division of C&S Wholesale Grocers, Inc. (a food wholesaler) from March 1997 to
February 1999, Vice President of Finance (ECR Division) of Kraft Foods, Inc.
from September 1994 to March 1997, and as Director, Activity Based Costing, of
Coca-Cola Company from December 1990 to September 1994.
Mr. Brown was elected as Executive Vice President--Merchandising as of
October 11, 1999. Mr. Brown previously was employed by Richfood Holdings, Inc.
for over five years and served in various executive positions including
Executive Vice President--Procuring and Merchandising of the Farm Fresh Division
from October 1998 to October 1999, Executive Vice President--Procurement for
Richfood Holdings, Inc. from April 1997 to October 1998, Senior Executive Vice
President of Super Rite Foods division from March 1996 to April 1997, and
President/Chief Operating Officer of Rotelle, Inc. (a subsidiary) from
August 1994 to March 1996.
Mr. Cross was elected as Senior Vice President, Chief Information Officer as
of September 29, 1998. Mr. Cross previously served as Senior Project Executive
for IBM Global Services from January 1995 to September 1998 and as Director of
Information Services for Safeway, Inc. (a retail grocery store chain) from
May 1988 to May 1994.
Mr. McCurry was elected as Senior Vice President--Wholesale Operations as of
January 3, 1999. He previously served as Vice President, Independent Store
Operations from May 1996 to January 1999 and as Director of Independent Store
Operations from August 1993 to May 1996.
Mr. Merrigan was elected as Senior Vice President--Distribution and
Logistics as of November 30, 1998. He previously served as Vice
President--Logistics for Wakefern Food Corp. (a cooperative wholesale food
distributor) from August 1986 to November 1998.
Mr. Soland was elected as Senior Vice President on July 14, 1998, and has
served as Secretary and General Counsel since January 1986. He served as Vice
President, Secretary and General Counsel from May 1988 to July 1998.
Ms. Carlson was elected as Vice President--Store Development on July 13,
1999. She was previously employed by Supervalu, Inc. for over five years and
served in various executive positions including Regional Vice President of Real
Estate--Northern Region from August 1995 to June 1999 and Director of Retail
Development--Denver, Colorado division from February 1992 to August 1995.
Mr. Dorcy was elected as Vice President--Marketing and Advertising on
February 22, 2000. He previously served as Vice President--Advertising and
Marketing for Farm Fresh Inc. from December 1998 to November 1999, and Vice
President--Advertising and Marketing for Bozzuto's Inc. from November 1994 to
December 1998.
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Mr. Keeney was elected as Vice President--Corporate Retail Stores on
July 14, 1998. He previously served as Director of Sales and Advertising for the
Super K Division of Kmart Corporation, from July 1995 to June 1998, as well as
its Director of Grocery Operations from December 1993 to July 1995.
Mr. Knez was elected as Vice President--Human Resources on July 13, 1999. He
previously served as a consultant for Human Resources Management Services from
June 1997 to June 1999 and as Corporate Vice President of Human Resources for
National Car Rental System, Inc. from August 1988 to June 1997.
Ms. Stewart was elected as Vice President--Financial Planning and Analysis
on July 13, 1999. She previously served as Manager, Corporate Finance for Enron
Europe Limited from August 1997 to March 1999 and as Senior Manager of Ernst &
Young, LLP from December 1987 to July 1995. Ms. Stewart attended the Wharton
School of Business, University of Pennsylvania from August 1995 to May 1997
where she received her Masters in Business Administration (M.B.A.) in Finance.
Mr. Wojtasiak has served as Controller since May 1990.
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is listed on the Nasdaq National Market and
trades under the symbol NAFC. The following table sets forth, for each of the
calendar periods indicated, the range of high and low closing sales prices for
the common stock as reported by the Nasdaq National Market, and the quarterly
cash dividends paid per share of common stock. Prices do not include adjustments
for retail mark-ups, mark-downs or commissions. At January 1, 2000 there were
2,348 stockholders of record.
DIVIDENDS
1999 1998 PER SHARE
------------------- ------------------- -------------------
HIGH LOW HIGH LOW 1999 1998
-------- -------- -------- -------- -------- --------
First Quarter............................................. 14 1/2 6 1/4 20 18 3/4 .09 .18
Second Quarter............................................ 10 5/8 7 1/2 19 7/8 14 1/2 .09 .18
Third Quarter............................................. 10 1/4 6 5/8 15 5/8 13 7/8 .09 .18
Fourth Quarter............................................ 8 1/8 5 7/8 15 5/16 13 1/8 .09 .18
11
ITEM 6. SELECTED FINANCIAL DATA
NASH FINCH COMPANY
CONSOLIDATED SUMMARY OF OPERATIONS
(TEN YEARS ENDED JANUARY 1, 2000) (UNAUDITED)
1999 1998 1997 1996 1995
(52 WEEKS) (52 WEEKS) (53 WEEKS) (52 WEEKS) (52 WEEKS)
---------- ---------- ---------- ---------- ----------
(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Total sales and revenues........... $4,123,213 4,160,011 4,341,095 3,323,970 2,839,528
Cost of sales including warehousing
and transportation expenses...... 3,698,752 3,783,661 3,936,813 2,996,596 2,528,241
Selling, general and
administrative, and other
operating expenses............... 328,154 287,622 291,357 244,137 243,358
Special charges.................... (7,045) 68,471 30,034 -- --
Interest expense................... 31,213 29,034 32,773 13,408 9,007
Depreciation and amortization...... 42,619 46,064 46,353 33,314 27,864
Profit sharing contribution........ 3,067 3,577 2,519 4,004 3,673
Provision for income taxes......... 11,216 (18,837) 2,320 13,174 10,748
---------- --------- --------- --------- ---------
Net earnings (loss) from continuing
operations....................... $ 15,237 (39,581) (1,074) 19,337 16,637
Earnings (loss) from discontinued
operations, net of income tax
(benefit)........................ -- 426 (154) 695 777
Earnings (loss) on disposal of
discontinued operations, net of
income tax....................... 4,566 (16,913) -- -- --
Extaordinary charge from early
extinguishment of debt, net of
income tax....................... -- 5,569 -- -- --
---------- --------- --------- --------- ---------
Net earnings (loss)................ $ 19,803 (61,637) (1,228) 20,032 17,414
========== ========= ========= ========= =========
Basic earnings (loss) per share:
Earnings (loss) from continuing
operations..................... $ 1.35 (3.50) (0.10) 1.77 1.53
Earnings (loss) from discontinued
operations..................... 0.40 (1.46) (0.01) 0.06 0.07
Extraordinary charge from early
extinguishment of debt......... -- (0.49) -- -- --
---------- --------- --------- --------- ---------
Basic earnings (loss) per share.... $ 1.75 (5.45) (0.11) 1.83 1.60
========== ========= ========= ========= =========
Diluted earnings (loss) per share:
Earnings (loss) from continuing
operations..................... $ 1.34 (3.50) (0.10) 1.75 1.53
Earnings (loss) from discontinued
operations..................... 0.40 (1.46) (0.01) 0.06 0.07
Extraordinary charge from early
extinguishment of debt......... -- (0.49) -- -- --
---------- --------- --------- --------- ---------
Diluted earnings (loss) per
share............................ $ 1.74 (5.45) (0.11) 1.81 1.60
========== ========= ========= ========= =========
Cash dividends declared per common
share(1)......................... $ .36 .72 .72 .75 .74
========== ========= ========= ========= =========
Pretax earnings as a percent of
sales and revenues............... % .64 -- -- 1.00 .99
Net earnings (loss) as a percent of
sales and revenues............... % .48 (1.48) (0.03) .59 .60
Effective income tax rate.......... % 42.4 (32.2) 425.4 40.5 39.1
Current assets..................... $ 465,563 467,108 494,350 525,596 311,690
Current liabilities................ $ 327,327 331,473 294,419 297,088 207,688
Net working capital................ $ 138,236 135,635 199,931 228,508 104,002
Ratio of current assets to current
liabilities...................... 1.42 1.41 1.68 1.77 1.50
Total assets....................... $ 862,443 833,095 904,883 945,477 514,260
Capital expenditures............... $ 52,282 52,730 67,725 51,333 33,264
Long-term obligations (long-term
debt and capitalized lease
obligations)..................... $ 347,809 327,947 364,006 403,651 81,188
Stockholders' equity............... $ 172,674 156,473 225,618 232,861 215,313
Stockholders' equity per
share(1)......................... $ 15.22 13.80 19.96 21.06 19.80
Return on average stockholders'
equity........................... % 12.03 (32.26) (0.53) 8.94 8.26
Number of common stockholders of
record at year-end............... 2,348 2,214 2,226 2,230 1,940
Common stock high price(2)......... $ 14 1/2 20 24 7/8 21 3/4 20 1/2
Common stock low price(2).......... $ 5 7/8 13 1/8 17 1/2 15 1/2 15 3/4
========== ========= ========= ========= =========
1994 1993 1992 1991 1990
(52 WEEKS) (52 WEEKS) (53 WEEKS) (52 WEEKS) (52 WEEKS)
---------- ---------- ---------- ---------- ----------
(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Total sales and revenues........... 2,788,658 2,684,509 2,480,708 2,308,000 2,340,410
Cost of sales including warehousing
and transportation expenses...... 2,468,856 2,382,283 2,200,058 2,040,612 2,078,424
Selling, general and
administrative, and other
operating expenses............... 250,639 237,373 210,947 201,662 198,418
Special charges.................... -- -- -- -- --
Interest expense................... 9,950 9,021 8,329 7,996 7,962
Depreciation and amortization...... 30,369 27,815 25,867 25,067 24,774
Profit sharing contribution........ 3,417 3,553 3,874 3,699 3,519
Provision for income taxes......... 10,148 10,047 12,137 11,109 10,694
--------- --------- --------- --------- ---------
Net earnings (loss) from continuing
operations....................... 15,279 14,417 19,496 17,855 16,619
Earnings (loss) from discontinued
operations, net of income tax
(benefit)........................ 201 1,457 572 1,200 1,211
Earnings (loss) on disposal of
discontinued operations, net of
income tax....................... -- -- -- -- --
Extaordinary charge from early
extinguishment of debt, net of
income tax....................... -- -- -- -- --
--------- --------- --------- --------- ---------
Net earnings (loss)................ 15,480 15,874 20,068 19,055 17,830
========= ========= ========= ========= =========
Basic earnings (loss) per share:
Earnings (loss) from continuing
operations..................... 1.40 1.33 1.80 1.64 1.53
Earnings (loss) from discontinued
operations..................... 0.02 0.13 0.05 0.11 0.11
Extraordinary charge from early
extinguishment of debt......... -- -- -- -- --
--------- --------- --------- --------- ---------
Basic earnings (loss) per share.... 1.42 1.46 1.85 1.75 1.64
========= ========= ========= ========= =========
Diluted earnings (loss) per share:
Earnings (loss) from continuing
operations..................... 1.40 1.33 1.80 1.64 1.53
Earnings (loss) from discontinued
operations..................... 0.02 0.13 0.05 0.11 0.11
Extraordinary charge from early
extinguishment of debt......... -- -- -- -- --
--------- --------- --------- --------- ---------
Diluted earnings (loss) per
share............................ 1.42 1.46 1.85 1.75 1.64
========= ========= ========= ========= =========
Cash dividends declared per common
share(1)......................... .73 .72 .71 .70 .69
========= ========= ========= ========= =========
Pretax earnings as a percent of
sales and revenues............... .91 .98 1.30 1.31 1.22
Net earnings (loss) as a percent of
sales and revenues............... .55 .58 .80 .81 .75
Effective income tax rate.......... 40.0 40.5 38.4 38.1 38.4
Current assets..................... 309,522 294,925 310,170 239,850 234,121
Current liabilities................ 220,065 215,021 213,691 154,993 159,439
Net working capital................ 89,457 79,904 96,479 84,857 74,682
Ratio of current assets to current
liabilities...................... 1.41 1.37 1.45 1.55 1.47
Total assets....................... 531,604 521,654 513,615 429,648 416,233
Capital expenditures............... 34,965 36,382 42,991 36,836 36,129
Long-term obligations (long-term
debt and capitalized lease
obligations)..................... 95,960 97,887 94,145 82,532 74,333
Stockholders' equity............... 206,269 199,264 191,204 178,846 167,388
Stockholders' equity per
share(1)......................... 18.97 18.33 17.59 16.45 15.40
Return on average stockholders'
equity........................... 7.63 8.13 10.85 11.01 10.99
Number of common stockholders of
record at year-end............... 2,074 2,074 2,087 2,122 2,138
Common stock high price(2)......... 18 1/4 23 1/4 19 3/4 20 1/4 25 1/4
Common stock low price(2).......... 15 3/8 17.00 16 1/4 16 1/2 16 1/4
========= ========= ========= ========= =========
- ----------------------------------
(1) Based on outstanding shares at year-end.
(2) High and low closing sales price.
12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
A. RESULTS OF OPERATIONS
1. REVENUES
Total revenues for the 52 weeks ended January 1, 2000 were $4.123 billion, a
decrease of .9%, as compared to $4.160 billion for the 52 weeks ended
January 2, 1999. The revenue decline is principally related to the wholesale
segment which has experienced competitive pressures and the consolidation of a
number of distribution facilities during the year. Partially offsetting the
decline are improvements at retail due primarily to the acquisition of
Erickson's Diversified Corporation ("Erickson's") in June 1999 and gains in same
store sales.
Wholesale revenues for the year were $2.281 billion compared to
$2.492 billion in 1998, a decrease of 8.5%. Revenues were negatively impacted by
the shift of approximately $59.9 million in sales from wholesale to the retail
segment following the acquisition of Erickson's. In addition, the closure of
five distribution centers since last year resulted in the unavoidable loss of
independent accounts that could no longer be serviced economically by the
Company. During the third quarter, the Company reached an agreement to purchase
certain assets of Midwest Wholesale Food, Inc., a wholesale supplier to grocery
stores in the Detroit, Michigan metro area. As a result, the Company began
servicing, from its Bridgeport, Michigan distribution center, 55 independent
retailers who were previously supplied by Midwest. This additional volume has
improved productivity and eased the competitive pressures experienced by the
Company in its Michigan market area. Comparing 1998, a 52-week year, wholesale
revenues decreased .9% from an adjusted 52-week basis for 1997. The decline was
largely attributed to the soft Michigan market that existed at the time.
Retail segment revenues were $856.5 million for the year, compared to
$738.0 million for same period last year, an increase of 16.1%. The increase is
largely due to the acquisition of 18 Erickson's stores in Wisconsin and
Minnesota, two stores in Cheyenne, Wyoming, two stores in Myrtle Beach, South
Carolina and the opening of a new store in Fargo, North Dakota. In spite of
intense competition in the Company's Iowa market, which partially offset sales
gains in other market regions, same store sales for the year increased .9% over
1998. This marked the second consecutive year of increases. Comparing 1998 to
1997, retail revenues declined in 1998 from adjusted 1997, due to a net
reduction in the number of corporate owned stores operated in 1998.
Revenues of the Military Division, the third reported segment of the
Company, increased 5.1% compared to 1998. Revenue improvements resulted from the
distribution of new product lines, stronger overseas business and a general
upturn in volume of product sold through the domestic military base
commissaries. In 1998, military revenues declined .6% from adjusted 1997 levels.
Minimal growth in the size and number of military commissaries serviced by the
Company was the contributing factor to the relatively flat rate of increase.
2. GROSS MARGINS
Gross margins were 10.3% in 1999, compared to 9.1% in 1998 and 9.3% in 1997.
The increase in 1999 over the prior years reflects the growth in the proportion
of retail revenues, which achieve higher margins. Retail revenues, as a percent
of total reported revenues, were 20.9% in 1999, compared to 17.8% and 19.0% in
1998 and 1997, respectively. In addition, a number of operational factors have
contributed to improvements in margins: better overall margins for the retail
segment as a result of a greater proportion of revenues derived from higher
margin specialty departments; operational efficiencies in warehousing and
transportation, due in part from warehouse consolidations, which lower the cost
of goods; as well as a LIFO credit resulting from deflation in food prices and
planned reductions in inventories since last year.
13
In 1999, the Company recorded a LIFO credit of $.9 million compared to
charges of $4.0 million and $1.5 million in 1998 and 1997, respectively.
Sustained price increases throughout the year for tobacco and tobacco related
products were the primary factors causing the significantly higher LIFO charge
in 1998.
3. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses as a percent of total revenues
were 8.0% in 1999 compared to 7.0% in 1998 and 6.8% in 1997. The increases in
1999 over 1998 and 1997, are again due to the increasing proportion of
corporate-owned retail business, which typically operates at higher expense
levels than wholesale. Also contributing to the increase are $11.5 million of
costs related to the Company's successful Year 2000 remediation efforts and
$7.3 million in costs associated with the closing of distribution centers that
were not accruable in either the 1998 or 1997 special charges. These included
expenses related to the movement of inventories, utilities and real estate taxes
in closed owned locations and employee relocation costs. In addition, during the
third quarter, the Company incurred $1.0 million in employee severance costs
related to administrative staff reductions affecting 150 employees throughout
the Company. Some benefit of these reductions was realized in the fourth
quarter, with the full impact expected in 2000. Bad debt expense for 1999 was
$4.4 million compared to $10.6 million and $5.1 million in 1998 and 1997,
respectively. In 1998, the Company recorded a bad debt provision of
$7.5 million principally related to credit deterioration in its Michigan and
Ohio market areas. Although the Company feels its reserve for uncollectible
accounts is adequate, it continuously monitors credit activities.
4. SPECIAL CHARGES--1998 CHARGES
During the fourth quarter of 1998, the Company announced a five-year
revitalization plan to streamline wholesale operations and build retail
operations resulting in the Company recording special charges totaling
$71.4 million (offset by $2.9 million of 1997 charge adjustments). The new
strategic plan's objectives are to: leverage Nash Finch's scale by centralizing
operations; improve operational efficiency; and develop a strong retail
competency. The Company also redirected technology efforts and set out to close,
sell or reassess underperforming businesses and investments.
In connection with the implementation of the Company's 1998 revitalization
plan, the 1998 special charges included $17.0 million to streamline the
Company's wholesale operations by closing three warehouses by the end of the
third quarter of 1999. The charges, as further detailed below, provided for
post-employment and pension benefit costs, write-down to fair value of tangible
assets to be disposed of, and other costs to exit the facilities. The Company
believed the strategy of closing underutilized warehouses and concentrating
sales volume into existing warehouses would improve operational efficiency and
lower distribution costs.
In accordance with the 1998 revitalization plan, the Company completed the
closure of its Appleton, Wisconsin distribution center during 1999. During the
fourth quarter of 1999, after considering both internal and external factors,
the Company decided to indefinitely defer the closure of the remaining two
distribution centers scheduled for closing in the 1998 plan. Accordingly, during
the fourth quarter of 1999, the Company reversed $12.6 million of the charges
recorded in 1998, comprised of $5.1 million of pension and post employment
benefit costs and exit costs and $7.5 million of asset write-downs on assets
previously held for disposal. Additional charges of $.3 million, representing
costs associated with continued ownership and on-going efforts to sell the
distribution center in Appleton were recorded in the fourth quarter.
Under the 1998 revitalization plan, 12 under-performing corporately operated
retail stores and one store jointly developed with a wholesale customer were
designated for closure and a $9.5 million charge was recorded. The stores were
primarily located in geographic areas where the Company could not
14
attain a strong market presence. The Company's focus is to develop corporate
stores that can dominate their primary trade areas. Eight of the stores,
including the jointly developed location, were closed in the first half of 1999.
The Company continues to market three units and a fourth will be closed in
April 2000. As a result of significantly improved economic conditions in the
market area, the Company decided in the fourth quarter of 1999 not to close the
one remaining location. Accordingly, the Company recorded a reversal of
$.4 million related to the closure of this store. In addition, accruals in the
amount of $.5 million were reversed for properties originally scheduled for
closure that were sold. In the fourth quarter of 1999, the Company also recorded
an additional charge of $.4 million representing costs associated with continued
ownership and on-going efforts to sell two stores.
In the fourth quarter of 1999, the Company also recorded an additional
accrual of $4.7 million related to four corporately operated stores which have
been identified for closure by the end of the third quarter of 2000. Three
stores are located in the highly competitive Iowa market and the fourth is in
North Carolina. The accrual consists of $3.3 million of non-cancelable lease
obligations and related costs required under lease agreements, $1.0 million to
write-down to fair value assets held for disposal, and $.4 million of
post-closing facility exit costs. For 1999, these stores had aggregate sales and
pretax losses of $29.9 million and $1.8 million, respectively, compared to
$33.3 million and $1.4 million in 1998.
The aggregate 1998 special charges included $34.4 million for the
abandonment of assets primarily related to the Company's HORIZONS information
system project. The abandoned assets related to purchased software and internal
and external in-process software development. The Company terminated the project
when it became apparent that without significant investment in continuing
development, the software would lack the inherent functionality to meet the
Company's business as well as its Year 2000 needs. The Company then shifted
resources to a Year 2000 remediation plan that was successfully executed in
1999. Also included in abandoned assets is $1.3 million in unamortized,
purchased packaging design costs, related to a private label product line that
was redesigned. The variety of products marketed under this label was
substantially reduced, resulting in approximately 200 fast moving items with a
redesigned merchandising strategy and packaging.
The remainder of the 1998 special charges consisted of a $10.3 million
provision for asset impairment of which $8.2 million relates to ten
corporate-owned retail stores. Increased competition resulting in declining
market share, deterioration of operating performance and inadequate projected
cash flows were the factors indicating impairment. The impaired assets, which
include leasehold improvements and store equipment, were measured based on a
comparison of the assets' net book value to the present value of the stores'
estimated cash flows. The impairment provision included $2.1 million to write
off the Company's equity investment in a joint venture with an independent
retailer it continues to service. Current and projected operating losses and
projected negative cash flow were the primary factors in determining a permanent
decline in the value of the investment had occurred.
The tables included in Note (3) of Notes to Consolidated Financial
Statements contain a roll forward of 1998 special charges activity relative to
wholesale and retail operations through January 1, 2000.
5. SPECIAL CHARGES--1997 CHARGES
In 1997, the Company accelerated its plan to strengthen its competitive
position. Coincident with the implementation of the plan, the Company recorded
special charges totaling $31.3 million impacting the Company's wholesale and
retail segments, as well as the produce growing and marketing segment
discontinued during 1998.
The aggregate special charges included $14.5 million for the consolidation
or downsizing of seven underutilized warehouses. The charges provided for
non-cancelable lease obligations, write-down to fair
15
value of tangible assets to be disposed of, and other costs to exit the
facilities. Also included are post-employment benefit costs consistent with
existing practice and the unamortized portion of goodwill for one of the
locations.
As a result of management changes during 1998, all actions to be taken under
the 1997 plan were reevaluated by the Company's new management team.
Substantially all actions contemplated by the 1997 plan were reaffirmed in 1998
and implemented. However, some actions included in the 1997 plan were modified.
The $3.4 million of accruals reversed in 1998 relate to management's
determination that one distribution center identified for closure in the 1997
plan would remain open. The $2.0 million of additional accruals were principally
for one distribution center identified for downsizing in 1997, which was closed
in 1999, and management's decision to abandoned assets that could not be used in
other operations.
In 1999, the Company completed closure of the remaining distribution centers
included in the original 1997 special charges, as modified in 1998. These
included Grand Island, Nebraska; Liberal, Kansas; Denver, Colorado and Rocky
Mount, North Carolina. In the fourth quarter of 1999, the Company recorded
additional charges of $2.2 million associated with the continuing ownership
costs of those distribution centers that have not been sold or subleased.
In retail operations, the special charge of $5.2 million related to the
closing of 14, principally leased, stores. The charge covers provisions for
continuing non-cancelable lease obligations, anticipated losses on disposals of
tangible assets, including abandonment of leasehold improvements, and the
write-off of intangible assets.
In 1998, $.4 million was reversed, principally relating to the planned
closure of a leased retail store which was subleased during the third quarter of
1998 as well as a management decision to keep a previously identified store
open. Ten of the identified retail stores were closed during 1998 and 1999, with
the remaining two stores scheduled to be closed in early 2000. During 1999, the
Company recorded additional accruals of $.6 million substantially related to
continuing lease costs of one closed location.
The aggregate 1997 special charges contained a provision of $5.4 million for
impaired assets of seven retail stores. Declining market share due to increasing
competition, deterioration of operating performance in the third quarter of
1997, and forecasted future results that were less than previously planned were
the factors leading the impairment determination. The impaired assets covered by
the charge primarily include real estate, leasehold improvements and, to a
lesser extent, goodwill related to two of the stores. Store fixed asset
write-downs were measured based on a comparison of the assets' net book value to
the net present value of the stores' estimated future net cash flows.
The 1997 special charges included $2.5 million of integration costs,
incurred in the third quarter of 1997, associated with the acquisition of the
business and certain assets of United-A.G. Cooperative, Inc.
An asset impairment charge of $1.0 million relating to agricultural assets
was also recorded against several farming operations of Nash-De Camp Company
("Nash-De Camp"), the Company's produce growing and marketing subsidiary. The
impairment determination was based on downturns in the market for certain
varieties of fruit. The impairment resulted from anticipated future operating
losses and insufficient projected cash flows from agricultural production of
these products.
Other special charges aggregating $2.8 million consist primarily of
$.9 million related to the abandonment of system software which was replaced,
and a loss of $.6 million realized on the sale of the Company's equity
investment in a Hungarian wholesale operation. The remaining special charges
relate principally to the write-down of idle real estate to current market
values.
The consolidation of wholesale and retail operations, as well as the
impairment adjustment to the assets identified, have had a favorable impact on
1999 earnings, due to reduced depreciation and
16
amortization expenses and the elimination of losses from certain affected
operations. However, such cost reductions were substantially offset in 1999 by
Year 2000 remediation costs.
The tables included in Note (3) of Notes to Consolidated Financial
Statements contain a roll forward of 1997 special charges activity relative to
wholesale and retail operations through January 1, 2000.
6. DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense for the year was $42.6 million
compared to $46.1 million in 1998, a decline of 7.5%. The decrease primarily
reflects a reduction in depreciable assets resulting from the sale or closing of
distribution centers, corporate-owned retail stores and Nash-De Camp, and lower
depreciation resulting from the write-down of impaired assets recorded as part
of the 1998 and 1997 special charges. Partially offsetting this decline was
depreciation expense associated with new assets, in particular, the acquisition
of Erickson's in June 1999. Comparing 1998 to 1997, depreciation and
amortization expense decreased .6% primarily due to a reduction in the number of
corporate retail stores.
7. INTEREST EXPENSE
Interest expense increased from $29.0 million in 1998 to $31.2 in 1999, an
increase of 7.5%. The higher interest costs are attributed to increased net debt
levels resulting primarily from the Erickson's acquisition, offset in part by
cash used to pay down debt realized from the sales of Nash-De Camp and the
investment in two dairy operations. Average borrowing rates were 7.7% in 1999
compared to 7.4% in 1998, also contributing to the higher interest costs.
Interest expense in 1998 decreased from 1997 due to lower borrowings under the
revolving credit facility, brought about by the application of approximately
$37.0 million in proceeds from a securitization of accounts receivables at the
end of 1997 and improved asset management in the second half of 1998.
8. EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
EXTRAORDINARY CHARGE
Earnings (loss) from continuing operations before income taxes and
extraordinary charge were earnings of $26.5 million in 1999, a loss of
$58.4 million in 1998 and earnings of $1.2 million in 1997. Excluding the
special charges, earnings from continuing operations before taxes and
extraordinary charge would have been $19.4 million, $10.0 million and
$31.3 million in 1999, 1998 and 1997, respectively. The earnings increase in
1999 compared to 1998, is principally attributed to strong improvement in the
operating performance of the retail segment. The acquisition of Erickson's at
mid-year contributed significantly to the improved retail results. In addition,
a gain of $3.1 million resulting from the sale of the Company's investment in
two dairies is included in the 1999 results. 1999 earnings were negatively
impacted by $11.5 million in Year 2000 remediation costs, while 1998 included a
$7.5 million fourth quarter provision for bad debts.
9. INCOME TAXES
The effective income tax rate for 1999 is 42.4% compared to (32.2)% for
1998, which was driven by timing and deductibility of elements of the special
charges. The effective rate of 186.2% for 1997 was influenced by the low level
of earnings and the non-deductibility of goodwill relating primarily to
acquisitions partially offset by other items. Refer to the tax rate tables in
Note (7) of Notes to Consolidated Financial Statements.
10. EXTRAORDINARY CHARGE
During 1998, in conjunction with the planned senior subordinated debt
offering, the Company prepaid $106.3 million of senior notes, and paid
prepayment premiums and wrote off related deferred financing costs totaling
$9.5 million, all with borrowings under the Company's revolving credit facility.
17
This transaction resulted in an extraordinary charge of $5.6 million, or $.49
per share, after income tax benefits of $4.0 million.
11. YEAR 2000
The Company successfully completed its Year 2000 readiness work. Since
entering the Year 2000, the Company has not experienced any major disruptions to
its business nor is it aware of any significant Year 2000-related disruptions
impacting its customers and suppliers. The Company will continue to monitor its
critical systems over the next several months but does not anticipate any
significant impact due to Year 2000 exposures from its internal systems or from
the activities of its suppliers and customers. Expenditures incurred to achieve
Year 2000 readiness were $17.2 million, of which $11.5 million was expensed in
1999 and $3.0 million in 1998. The remaining amount, $2.7 million, represents
equipment which was capitalized.
B. LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed capital needs through a combination
of internal and external sources. These sources include cash flow from
operations, short-term bank borrowings, various types of long-term debt, lease
and equity financing.
Operating activities generated positive net cash flows of $53.2 million
during 1999 compared to $102.5 million in 1998 and $84.0 million in 1997. The
reduction is primarily due to cash commitments under the special charges offset
by improved asset management, particularly inventory. Working capital was
$138.2 million at the end of 1999, an increase of $2.6 million, from the end of
1998. The current ratio increased to 1.42 at the end of 1999 from 1.41 at the
end of 1998.
During the year, the Company utilized cash proceeds in the aggregate amount
of $33.0 million from the sales of Nash-De Camp and the Company's equity
interests in two dairy operations to pay down its revolving credit facility.
Cash totaling $67.1 million from the credit facility was primarily used to fund
the acquisitions of Erickson's, and two stores in each of Myrtle Beach, South
Carolina and Cheyenne, Wyoming. The Company intends to continue to utilize its
revolving credit facility to fund acquisitions and capital requirements.
Although the Company had no outstanding short-term debt at January 1, 2000,
compared to $5.5 million at the end of 1998, it has an available line under its
revolving credit facility of $25.0 million. The Company has historically used
this line to fund seasonal fluctuations in working capital.
The following table provides information about the Company's derivative
financial instruments and other financial instruments that are sensitive to
changes in interest rates. For debt obligations, the table presents principal
cash flows and related weighted-average interest rates by expected maturity
dates. Notional amounts are used to calculate the contractual cash flows to be
exchanged under the contract.
FIXED RATE VARIABLE
------------------- -------------------
AMOUNT RATE AMOUNT RATE
-------- -------- -------- --------
(IN THOUSANDS)
2000......................................... $ 1,398 8.4% $ 110 6.5%
2001......................................... 2,693 8.4% 130,110 7.8%
2002......................................... 1,203 8.4% 1,210 7.3%
2003......................................... 3,802 8.4% 110 3.6%
2004......................................... 625 8.4% 110 3.6%
thereafter................................... 173,888 8.4% 340 3.6%
-------- --------
$183,609 $131,990
======== ========
18
A swap agreement with a notional amount of $30.0 million expires in May 2000.
Agreements outstanding at year-end (in thousands):
1999 1998
-------- --------
Receive variable/pay fixed................................ $30,000 $90,000
Average receive rate...................................... 5.3% 5.5%
Average pay rate.......................................... 6.5% 6.5%
Other transactions affecting liquidity in 1999 were capital expenditures for
the year of $52.3 million and payments of cash dividends totaling $4.1 million,
or $.36 per share. At the beginning of 1999, the Company announced that it would
reduce cash dividends by 50% (dividends paid in 1998 totaled $.72 per share),
thereby allowing the Company to reinvest approximately $4.0 million back into
the business.
The Company believes that borrowing under the revolving credit facility,
sale of subordinated notes, other credit agreements, cash flows from operating
activities and lease financing will be adequate to meet the Company's working
capital needs, planned capital expenditures and debt service obligations for the
foreseeable future.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See disclosure set forth under Item 7 under the caption "Liquidity and
Capital Resources."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Stockholders
Nash Finch Company:
We have audited the accompanying consolidated balance sheets of Nash Finch
Company and subsidiaries as of January 1, 2000 and January 2, 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended January 1, 2000. Our
audits also included the financial statement schedule listed in the Index at
Item 14(b). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Nash Finch Company
and subsidiaries at January 1, 2000 and January 2, 1999, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended January 1, 2000, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
Ernst & Young LLP
Minneapolis, Minnesota
February 22, 2000
19
NASH FINCH COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEARS ENDED JANUARY 1, 2000,
JANUARY 2, 1999 AND JANUARY 3, 1998.
1999 1998 1997
(52 WEEKS) (52 WEEKS) (53 WEEKS)
---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Total sales and revenues.................................... $4,123,213 4,160,011 4,341,095
Cost and expenses:
Cost of sales............................................. 3,698,752 3,783,661 3,936,813
Selling, general and administrative....................... 331,221 291,199 293,876
Special charges........................................... (7,045) 68,471 30,034
Depreciation and amortization............................. 42,619 46,064 46,353
Interest expense.......................................... 31,213 29,034 32,773
---------- --------- ---------
Total costs and expenses................................ 4,096,760 4,218,429 4,339,849
Earnings (loss) from continuing operations before income
taxes and extraordinary charge........................ 26,453 (58,418) 1,246
Income taxes (benefit)...................................... 11,216 (18,837) 2,320
---------- --------- ---------
Earnings (loss) from continuing operations before
extraordinary charge.................................. 15,237 (39,581) (1,074)
Discontinued operations:
Earnings (loss) from discontinued operations, net of
income taxes (benefit).................................. -- 426 (154)
Earnings (loss) from disposal of discontinued operations,
including profit (loss) of $1,017 and ($1,800),
respectively, during the phase out period, net of income
tax (benefit) of 3,587 and ($10,587), respectively...... 4,566 (16,913) --
---------- --------- ---------
Earnings (loss) before extraordinary charge............... 19,803 (56,068) (1,228)
Extraordinary charge from early extinguishment of debt,
net of income tax benefit of $3,951..................... -- 5,569 --
---------- --------- ---------
Net earnings (loss)....................................... $ 19,803 (61,637) (1,228)
========== ========= =========
Basic earnings (loss) per share:
Earnings (loss) from continuing operations................ $ 1.35 (3.50) (0.10)
Earnings (loss) from discontinued operations.............. 0.40 (1.46) (0.01)
---------- --------- ---------
Earnings (loss) before extraordinary charge............. 1.75 (4.96) (0.11)
Extraordinary charge from early extinguishment of debt,
net of income tax benefit............................... -- (0.49) --
---------- --------- ---------
Net earnings (loss) per share............................. $ 1.75 (5.45) (0.11)
========== ========= =========
Diluted earnings (loss) per share:
Earnings (loss) from continuing operations................ $ 1.34 (3.50) (0.10)
Earnings (loss) from discontinued operations.............. 0.40 (1.46) (0.01)
---------- --------- ---------
Earnings (loss) before extraordinary charge............... 1.74 (4.96) (0.11)
Extraordinary charge from early extinguishment of debt,
net of income tax benefit............................... -- (0.49) --
---------- --------- ---------
Net earnings (loss) per share............................. $ 1.74 (5.45) (0.11)
========== ========= =========
See accompanying notes to consolidated financial statements.
20
NASH FINCH COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
JANUARY 1, JANUARY 2,
2000 1999
---------- ----------
ASSETS
Current assets:
Cash...................................................... $ 16,389 848
Accounts and notes receivable, net........................ 154,066 169,748
Inventories............................................... 264,232 267,040
Prepaid expenses.......................................... 11,137 13,154
Deferred tax assets....................................... 19,739 16,318
--------- --------
Total current assets.................................... 465,563 467,108
Investments in affiliates................................... 508 4,805
Notes receivable, net....................................... 20,712 12,936
Property, plant and equipment:
Land...................................................... 23,898 25,386
Buildings and improvements................................ 136,119 130,988
Furniture, fixtures and equipment......................... 288,156 302,450
Leasehold improvements.................................... 70,071 61,983
Construction in progress.................................. 11,073 10,107
Assets under capitalized leases........................... 25,233 24,878
--------- --------
554,550 555,792
Less accumulated depreciation and amortization............ (318,924) (333,414)
--------- --------
Net property, plant and equipment....................... 235,626 222,378
Goodwill, net............................................... 101,751 62,914
Other intangible assets, net................................ 13,652 14,891
Investment in direct financing leases....................... 15,444 16,155
Deferred tax asset, net..................................... 9,187 31,908
--------- --------
Total assets............................................ $ 862,443 833,095
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Outstanding checks........................................ $ 54,974 33,329
Short-term debt payable to banks.......................... -- 5,525
Current maturities of long-term debt and capitalized lease
obligations............................................. 3,117 2,563
Accounts payable.......................................... 191,749 189,382
Accrued expenses.......................................... 72,681 97,683
Income taxes.............................................. 4,806 2,991
--------- --------
Total current liabilities............................... 327,327 331,473
Long-term debt.............................................. 314,091 293,280
Capitalized lease obligations............................... 33,718 34,667
Deferred compensation....................................... 4,545 6,450
Other....................................................... 10,088 10,752
Stockholders' equity:
Preferred stock--no par value
Authorized 500 shares; none issued...................... -- --
Common stock of $1.66 2/3 par value
Authorized 25,000 shares, issued 11,641 and 11,575
shares in 1999 and 1998, respectively................... 19,402 19,292
Additional paid-in capital................................ 18,247 17,944
Restricted stock.......................................... (57) (113)
Retained earnings......................................... 136,905 121,185
--------- --------
174,497 158,308
Less cost of 231 and 234 shares of common stock in
treasury, respectively.................................. (1,823) (1,835)
--------- --------
Total stockholders' equity.............................. 172,674 156,473
--------- --------
Total liabilities and stockholders' equity.............. $ 862,443 833,095
========= ========
See accompanying notes to consolidated financial statements.
21
NASH FINCH COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
1999 1998 1997
-------- -------- --------
Operating activities:
Net earnings.............................................. $ 19,803 (61,637) (1,228)
Adjustments to reconcile net income to net cash provided
by operating activities:
Special charges--non cash portion....................... (7,045) 65,181 28,749
Discontinued operations................................. (8,153) 27,500 --
Depreciation and amortization........................... 42,619 47,196 47,697
Provision for bad debts................................. 4,388 10,637 5,055
Provision for losses (recovery from) closed lease
locations............................................. (749) 1,099 1,722
Extraordinary charges--extinguishment of debt........... -- 9,520 --
Deferred income tax expense (benefit)................... 17,460 (36,532) (2,955)
Deferred compensation................................... (2,723) (318) (708)
(Earnings) loss of equity investments................... (751) (262) 469
Other................................................... (616) (2,017) 2,003
Changes in operating assets and liabilities:
Accounts and notes receivable........................... 5,964 (3,604) (3,744)
Inventories............................................. 18,014 23,400 19,821
Prepaid expenses........................................ 5,285 6,722 (1,201)
Accounts payable........................................ (5,625) 11,072 (6,953)
Accrued expenses........................................ (36,143) 2,276 (2,512)
Income taxes............................................ 1,422 2,254 (2,262)
-------- -------- -------
Net cash provided by operating activities............. 53,150 102,487 83,953
-------- -------- -------
Investing activities:
Dividends received........................................ -- 799 1,600
Disposal of property, plant and equipment................. 29,606 21,274 16,721
Additions to property, plant and equipment excluding
capital leases.......................................... (52,282) (52,730) (67,725)
Business acquired, net of cash acquired................... (67,082) (2,908) (17,863)
Loans to customers........................................ (24,273) (15,290) (18,816)
Payments from customers on loans.......................... 26,154 15,554 14,080
Sale (repurchase) of receivables.......................... 5,070 (250) 37,000
Proceeds from sale of dairy operations, net of gain....... 12,769 -- --
Proceeds from sale of Nash-De Camp........................ 17,083 -- --
Other..................................................... (1,070) (4,174) (739)
-------- -------- -------
Net cash used for investing activities................ (54,025) (37,725) (35,742)
-------- -------- -------
Financing activities:
Proceeds from long-term debt.............................. 1,149 165,000 --
Proceeds (payments) from revolving debt................... 10,000 (94,000) (30,000)
Dividends paid............................................ (4,083) (8,162) (8,110)
Payments of short-term debt............................... (5,891) (5,775) (4,871)
Payments of long-term debt................................ (5,924) (108,608) (6,009)
Payments of capitalized lease obligations................. (1,598) (1,504) (3,467)
Extinguishment of debt.................................... -- (9,378) --
Increase (decrease) in outstanding checks................. 21,645 (2,942) 3,779
Other..................................................... 1,118 522 479
-------- -------- -------
Net cash provided (used) by financing activities........ 16,416 (64,847) (48,199)
-------- -------- -------
Net increase (decrease) in cash....................... $ 15,541 (85) 12
======== ======== =======
See accompanying notes to consolidated financial statements.
22
NASH FINCH COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FISCAL PERIOD ENDED JANUARY 1, 2000,
JANUARY 2, 1999 AND JANUARY 3, 1998
COMMON FOREIGN
SHARES ADDITIONAL CURRENCY
------------------- PAID-IN RETAINED TRANSLATION
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT
-------- -------- ---------- -------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Balance at December 28, 1996....... 11,574 $19,290 16,816 200,322 (950)
Net earnings (loss)................ -- -- -- (1,228) --
Dividend declared of $.72 per
share............................ -- -- -- (8,110) --
Treasury stock issued upon exercise
of options....................... -- -- 354 -- --
Amortized compensation under
restricted stock plan............ -- -- -- -- --
Repayment of notes receivable from
holders of restricted stock...... -- -- -- -- --
Distribution of stock pursuant to
performance awards............... -- -- 460 -- --
Treasury stock purchased........... -- -- -- -- --
Foreign currency translation
adjustment....................... -- -- -- -- 950
Other.............................. 1 2 18 -- --
------ ------- ------ ------- ----
Balance at January 3, 1998......... 11,575 $19,292 17,648 190,984 --
Net earnings (loss)................ -- -- -- (61,637) --
Dividend declared of $.72 per
share............................ -- -- -- (8,162) --
Treasury stock issued upon exercise
of options....................... -- -- 47 -- --
Amortized compensation under
restricted stock plan............ -- -- -- -- --
Repayment of notes receivable from
holders of restricted stock...... -- -- -- -- --
Distribution of stock pursuant to
performance awards............... -- -- 246 -- --
Treasury stock purchased........... -- -- -- -- --
Other.............................. 3 -- --
------ ------- ------ ------- ----
Balance at January 2, 1999......... 11,575 $19,292 17,944 121,185 --
Net earnings (loss)................ -- -- -- 19,803 --
Dividend declared of $.36 per
share............................ -- -- -- (4,083) --
Common stock issued for employee
stock purchase plan.............. 66 110 294 -- --
Amortized compensation under
restricted stock plan............ -- -- -- -- --
Repayment of notes receivable from
holders of restricted stock...... -- -- -- -- --
Distribution of stock pursuant to
performance awards............... -- -- 9 -- --
------ ------- ------ ------- ----
Balance at January 1, 2000......... 11,641 $19,402 18,247 136,905 --
====== ======= ====== ======= ====
TREASURY STOCK TOTAL
RESTRICTED ------------------- STOCKHOLDERS'
STOCK SHARES AMOUNT EQUITY
---------- -------- -------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Balance at December 28, 1996....... (500) (307) $(2,117) 232,861
Net earnings (loss)................ -- -- -- (1,228)
Dividend declared of $.72 per
share............................ -- -- -- (8,110)
Treasury stock issued upon exercise
of options....................... -- 29 143 497
Amortized compensation under
restricted stock plan............ 29 -- -- 29
Repayment of notes receivable from
holders of restricted stock...... 80 -- -- 80
Distribution of stock pursuant to
performance awards............... -- 30 148 608
Treasury stock purchased........... -- (4) (89) (89)
Foreign currency translation
adjustment....................... -- -- -- 950
Other.............................. -- -- -- 20
---- ---- ------- -------
Balance at January 3, 1998......... (391) (252) $(1,915) 225,618
Net earnings (loss)................ -- -- -- (61,637)
Dividend declared of $.72 per
share............................ -- -- -- (8,162)
Treasury stock issued upon exercise
of options....................... -- 4 21 68
Amortized compensation under
restricted stock plan............ 72 -- -- 72
Repayment of notes receivable from
holders of restricted stock...... 206 -- -- 206
Distribution of stock pursuant to
performance awards............... -- 15 75 321
Treasury stock purchased........... -- (1) (16) (16)
Other.............................. -- -- -- 3
---- ---- ------- -------
Balance at January 2, 1999......... (113) (234) $(1,835) 156,473
Net earnings (loss)................ -- -- -- 19,803
Dividend declared of $.36 per
share............................ -- -- -- (4,083)
Common stock issued for employee
stock purchase plan.............. -- -- -- 404
Amortized compensation under
restricted stock plan............ 13 -- -- 13
Repayment of notes receivable from
holders of restricted stock...... 43 -- -- 43
Distribution of stock pursuant to
performance awards............... -- 3 12 21
---- ---- ------- -------
Balance at January 1, 2000......... (57) (231) $(1,823) 172,674
==== ==== ======= =======
See accompanying notes to consolidated financial statements.
23
NASH FINCH COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ACCOUNTING POLICIES
Fiscal Year
Nash Finch Company's fiscal year ends on the Saturday nearest to
December 31. Fiscal year 1999 consisted of 52 weeks, while 1998 and 1997
consisted of 52 weeks and 53 weeks, respectively.
Principles of Consolidation
The accompanying financial statements include the accounts of Nash Finch
Company (the "Company"), its majority-owned subsidiaries and the Company's share
of net earnings or losses of 50% or less owned companies. All material
intercompany accounts and transactions have been eliminated in the consolidated
financial statements.
Cash and Cash Equivalents
In the accompanying financial statements and for purposes of the statements
of cash flows, cash and cash equivalents include cash on hand and short-term
investments with original maturities of three months or less.
Inventories
Inventories are stated at the lower of cost or market. At January 1, 2000
and January 2, 1999, approximately 90% and 87%, respectively, of the Company's
inventories are valued on the last-in, first-out (LIFO) method. During fiscal
1999 the Company recorded a LIFO credit of $.9 million compared to a charge of
$4.0 million in 1998. The remaining inventories are valued on the first-in,
first-out (FIFO) method. If the FIFO method of accounting for inventories had
been used, inventories would have been $46.2 million and $47.1 million higher at
January 1, 2000 and January 2, 1999, respectively.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Assets under capitalized
leases are recorded at the present value of future lease payments or fair market
value, whichever is lower. Expenditures which improve or extend the life of the
respective assets are capitalized while maintenance and repairs are expensed as
incurred. Interest costs associated with plant expansion and remodels in the
amount of $.6 million and $.4 million have been capitalized during 1999 and
1998, respectively.
Impairment of Long-lived Assets
An impairment loss is recognized whenever events or changes in circumstances
indicate the carrying amount of an asset is not recoverable. In applying
Statement of Financial Accounting Standards (SFAS) No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF,
assets are grouped and evaluated at the lowest level for which there are
identifiable cash flows that are largely independent of the cash flows of other
groups of assets. The Company has generally identified this lowest level to be
individual stores; however, there are limited circumstances where, for
evaluation purposes, stores could be considered with the distribution center
they support. The Company considers historical performance and future estimated
results in its evaluation of potential impairment. If the carrying amount of the
asset exceeds estimated expected undiscounted future cash flows, the Company
measures the amount of the impairment by comparing the carrying amount of the
asset to its fair value, generally measured by discounting expected future cash
flows at the rate the Company utilizes to evaluate potential investments.
24
Intangible Assets
Intangible assets consist primarily of goodwill and covenants not to compete
and are carried at cost less accumulated amortization. Costs are amortized over
the estimated useful lives of the related assets ranging from 2-40 years.
Amortization expense charged to operations for fiscal years ended January 1,
2000, January 2, 1999, and January 3, 1998 was $7.3 million, $5.8 million and
$5.9 million, respectively. The accumulated amortization of intangible assets
was $25.0 million and $18.5 million at January 1, 2000 and January 2, 1999,
respectively. The carrying value of intangible assets is reviewed for impairment
annually and/or when factors indicating impairment are present using an
undiscounted cash flow assumption.
Depreciation and Amortization
Property, plant and equipment are depreciated on a straight-line basis over
the estimated useful lives of the assets which generally range from 10-40 years
for buildings and improvements and 3-10 years for furniture, fixtures and
equipment. Leasehold improvements and capitalized leases are amortized on a
straight-line basis over the shorter of the term of the lease or the life of the
asset.
Income Taxes
Deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.
Stock Option Plans
As permitted by the provisions of SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, the Company has chosen to continue to apply Accounting Principles
Board Opinion No. 25 (APB 25), ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES and
related interpretations in accounting for its stock option plans. As a result,
the Company does not recognize compensation costs if the option price equals or
exceeds market price at date of grant. Note (8) of Notes to Consolidated
Financial Statements contains a summary of the pro forma effects to reported net
income and earnings per share had the Company elected to recognize compensation
costs as encouraged by SFAS No. 123.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
New Accounting Standards
The Financial Accounting Standards Board ("FASB") issued SFAS No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which standardizes
the accounting for derivative instruments and requires the Company to recognize
all derivatives on the balance sheet at fair value. This Statement is effective
for the Company's fiscal year 2000. Management does not expect the impact on
earnings or financial position to be material.
(2) ACQUISITIONS
On June 10, 1999 the Company acquired Erickson's Diversified Corporation
("Erickson's") through a cash purchase of all of Erickson's outstanding capital
stock. Erickson's operates 18 supermarkets in Minnesota and Wisconsin with
annual sales of approximately $200 million. In addition to the stores, the
acquisition includes a number of real estate holdings in the two state market
area. The acquisition was accounted for as a purchase, which included a cash
purchase price of $59.5 million,
25
transaction costs of $2.1 million, and the assumption of liabilities totaling
$35.9 million. Assets acquired and liabilities assumed have been recorded at
their fair values at date of acquisition. This allocation has resulted in
goodwill of approximately $43.6 million, which is being amortized on a straight
line basis over 40 years.
The following unaudited pro forma information presents a summary of
consolidated earnings from continuing operations before extraordinary charge as
if the acquisition had taken place at the beginning of 1998.
1999 1998
---------- ---------
Revenues.............................................. $4,169,621 4,267,921
Earnings (loss) from continuing operations before
extraordinary charge................................ 14,914 (40,346)
Basic and diluted earnings (loss) per share........... $ 1.32 (3.56)
These unaudited pro forma results have been prepared for comparative
purposes only and include certain adjustments such as additional amortization
expense on acquired goodwill and increased interest expense on acquisition debt.
They do not purport to be indicative of the results of operations that actually
would have resulted had the acquisition occurred on the date indicated, or may
result in the future.
(3) SPECIAL CHARGES
1998 CHARGES
During the fourth quarter of 1998, the Company recorded special charges
totaling $71.4 million (offset by $2.9 million of 1997 charge adjustments) as a
result of the Company's revitalization plan designed to redirect its technology
efforts, optimize warehouse capacity through consolidation, and to close, sell
or reassess underperforming businesses and investments.
In connection with the implementation of the Company's 1998 revitalization
plan, the 1998 special charges included $17.0 million to streamline the
Company's wholesale operations by closing three warehouses by the end of the
third quarter of 1999. The charges, as further detailed below, provided for
post-employment and pension benefit costs, write-down to fair value of tangible
assets to be disposed of, and other costs to exit the facilities. The Company
believed the strategy of closing underutilized warehouses and concentrating
sales volume into existing warehouses would improve operational efficiency and
lower distribution costs.
In accordance with the 1998 revitalization plan, the Company completed the
closure of its Appleton, Wisconsin distribution center during 1999. During the
fourth quarter of 1999, after considering both internal and external factors,
the Company decided to indefinitely defer the closure of the remaining two
distribution centers scheduled for closing in the 1998 plan. Accordingly, during
the fourth quarter of 1999, the Company reversed $12.6 million of the charge
recorded in 1998, comprised of accrued exit costs of $5.1 million and asset
write-downs of $7.5 million. Additional charges of $.3 million, representing
costs associated with continued ownership and on-going efforts to sell the
distribution center in Appleton, were recorded in the fourth quarter.
26
The following table details the activity associated with the 1998 special
charges relative to the wholesale component of the charge:
PENSION & WRITE-
POST DOWN OF
EMPLOYMENT TANGIBLE EXIT
BENEFITS ASSETS(1) COSTS TOTAL
---------- --------- -------- --------
Initial accrual......................... $ 5,339 7,995 3,677 17,011
Used in 1998............................ -- (7,995) (108) (8,103)
------- ------ ------ ------
Balance 1/2/99........................ 5,339 -- 3,569 8,908
------- ------ ------ ------
Used in 1999............................ (381) (340) (968) (1,689)
Additional accruals in 1999............. -- 340 -- 340
Reversals in 1999....................... (3,215) -- (1,931) (5,146)
------- ------ ------ ------
Balance 1/1/00........................ $ 1,743 -- 670 2,413
======= ====== ====== ======
- ------------------------
(1) The Company reversed $7.5 million of the write-down of tangible assets
recorded in 1998, as discussed above.
Under the 1998 special charge, twelve under-performing corporately operated
retail stores and one store jointly developed with a wholesale customer were
designated for closure and a $9.5 million charge was recorded. Eight of the
stores, including the jointly developed location, were closed in the first half
of 1999. The Company continues to market three units and a fourth will be closed
in April 2000. As a result of significantly improved economic conditions in the
market area, the Company decided in the fourth quarter of 1999 not to close the
one remaining location. Accordingly, the Company recorded a reversal of
$.4 million related to the closure of this store. In addition, accruals in the
amount of $.5 million were reversed, primarily for properties originally
scheduled for closure that were sold. In the fourth quarter of 1999, the Company
also recorded an additional accrual of $.4 million representing costs associated
with continued ownership and on-going efforts to sell two stores.
The following table details 1998 special charge activity relative to the
retail component of the charge:
WRITE- WRITE-
DOWN OF DOWN OF
LEASE INTANGIBLE TANGIBLE EXIT
COMMITMENTS ASSETS ASSETS(1) COSTS TOTAL
----------- ---------- --------- -------- --------
Initial accrual............... $3,454 144 3,027 2,883 9,508
Used in 1998.................. -- (144) (3,027) (1,462) (4,633)
------ ---- ------ ------ ------
Balance 1/2/99.............. 3,454 -- -- 1,421 4,875
Used in 1999.................. (397) -- (322) (118) (837)
Additional accruals in 1999... -- -- 322 38 360
Reversals in 1999............. (532) -- -- (461) (993)
------ ---- ------ ------ ------
Balance 1/1/00.............. $2,525 -- -- 880 3,405
====== ==== ====== ====== ======
- ------------------------
(1) The Company reversed $.9 million of the write-down of tangible assets
recorded in 1998, as discussed above.
In the fourth quarter of 1999, the Company also recorded charges of
$4.7 million related to four corporately operated stores which have been
announced for closure. The charges consist of $3.3 million of non-cancelable
lease obligations and related costs required under lease agreements,
$1.0 million to write-down to fair value assets held for disposal, and
$.4 million of post-closing facility exit costs. For
27
1999, these stores had aggregate sales and pretax losses of $29.9 million and
$1.8 million, respectively, compared to $33.3 million and $1.4 million in 1998.
The aggregate 1998 special charges included $34.4 million for the
abandonment of assets primarily related to the Company's HORIZONS information
system project. The abandoned assets related to purchased software and internal
and external in-process software development. The Company terminated the project
when it became apparent that without significant investment in continuing
development, the software would lack the inherent functionality to meet the
Company's business as well as its then Year 2000 needs. The Company then shifted
resources to a Year 2000 remediation plan which was successfully executed in
1999. Also included in abandoned assets is $1.3 million in unamortized,
purchased packaging design costs, related to a private label product line that
was redesigned. The variety of products marketed under this label was
substantially reduced, resulting in approximately 200 fast moving items with a
redesigned merchandising strategy and packaging.
The remainder of the special charges consisted of a $10.3 million provision
for asset impairment of which $8.2 million relates to ten owned retail stores.
Increased competition resulting in declining market share, deterioration of
operating performance and inadequate projected cash flows were the factors
indicating impairment. The impaired assets, which include leasehold improvements
and store equipment, were measured based on a comparison of the assets' net book
value to the present value of the stores' estimated cash flows. The impairment
provision included $2.1 million to write off the Company's equity investment in
a joint venture with an independent retailer it continues to service. Current
and projected operating losses and projected negative cash flow were the primary
factors in determining a permanent decline in the value of the investment had
occurred.
The impact of suspending depreciation on assets to be disposed of is not
material. At January 1, 2000, special charge costs have been included in accrued
expenses on the balance sheet.
1997 CHARGES
In 1997, the Company accelerated its plan to strengthen its competitive
position. Coincident with the implementation of the plan, the Company recorded
special charges totaling $31.3 million impacting the Company's wholesale and
retail segments, as well as the produce growing and marketing segment
discontinued during 1998.
28
The aggregate special charges included $14.5 million for the consolidation
or downsizing of seven underutilized warehouses. The following table details
1997 special charge activity relative to the wholesale component of the charge:
WRITE- WRITE-
POST DOWN OF DOWN OF
LEASE EMPLOYMENT INTANGIBLE TANGIBLE EXIT
COMMITMENT BENEFITS ASSETS ASSETS(1) COSTS TOTAL
---------- ---------- ---------- --------- -------- --------
Initial accrual........................... $ 5,198 1,815 3,225 2,442 1,835 14,515
Used in 1997.............................. -- -- (3,225) (2,442) -- (5,667)
------- ------ ------ ------ ------ ------
Balance 1/3/98.......................... 5,198 1,815 -- -- 1,835 8,848
Used in 1998.............................. (1,328) (625) -- (669) (269) (2,891)
Additional accruals in 1998............... 271 194 -- 669 845 1,979
Reversals in 1998......................... (1,591) (352) -- -- (358) (2,301)
------- ------ ------ ------ ------ ------
Balance 1/2/99.......................... 2,550 1,032 -- -- 2,053 5,635
Used in 1999.............................. (1,188) (758) -- (1,200) (1,195) (4,341)
Additional accruals in 1999............... 388 -- -- 1,200 591 2,179
Reversals in 1999......................... (160) -- -- -- (343) (503)
------- ------ ------ ------ ------ ------
Balance 1/1/00.......................... $ 1,590 274 -- -- 1,106 2,970
======= ====== ====== ====== ====== ======
- ------------------------
(1) In 1998 the Company reversed $1.1 million of the write-down of tangible
assets recorded in 1997, as discussed below.
As a result of management changes during 1998, all actions to be taken under
the 1997 plan were reevaluated by the Company's new management team.
Substantially all actions contemplated by the 1997 plan were reaffirmed in 1998
and implemented. However, some actions included in the 1997 plan were modified.
The accruals reversed in 1998 relate to new management's determination that one
distribution center identified for closure in the 1997 plan would remain open.
The additional accruals were principally for one distribution center identified
for downsizing in 1997, which was closed in 1999, and management's decision to
abandon assets that could not be used in other operations.
In 1999 the Company completed closure of the remaining distribution centers
included in the original 1997 special charges, as modified in 1998. These
included Grand Island, Nebraska; Liberal, Kansas; Denver, Colorado and Rocky
Mount, North Carolina. In the fourth quarter of 1999, the Company recorded
additional charges of $2.2 million for selling and other costs associated with
the continuing ownership costs of those distribution centers that have not been
sold or subleased.
29
In retail operations, the special charge of $5.2 million related to the
closing of 14, principally leased, stores. The following table details special
charge activity relative to the retail component of the charge:
WRITE- WRITE-
DOWN OF DOWN OF
LEASE INTANGIBLE TANGIBLE EXIT
COMMITMENTS ASSETS ASSETS(1) COSTS TOTAL
----------- ---------- --------- -------- --------
Initial accrual................................ $ 2,780 396 1,603 393 5,172
Used in 1997................................... (10) (396) (1,603) (63) (2,072)
------- ---- ------ ---- ------
Balance 1/3/98............................... 2,770 -- -- 330 3,100
------- ---- ------ ---- ------
Used in 1998................................... (416) -- -- (28) (444)
Additional accruals in 1998.................... 486 -- -- 198 684
Reversals in 1998.............................. (1,448) -- -- (131) (1,579)
------- ---- ------ ---- ------
Balance 1/2/99............................... 1,392 -- -- 369 1,761
Used in 1999................................... (835) -- -- (77) (912)
Additional accruals in 1999.................... 467 -- -- 157 624
Reversals in 1999.............................. (224) -- -- (182) (406)
------- ---- ------ ---- ------
Balance 1/1/00............................... $ 800 -- -- 267 1,067
======= ==== ====== ==== ======
- ------------------------
(1) In 1998 the Company reversed $.6 million of the write-down of tangible
assets recorded in 1997, as discussed below.
The amount reversed in 1998 principally relates to the planned closure of a
leased retail store which was subleased during the third quarter of 1998 as well
as another management decision to keep a previously identified store open. Ten
of the identified retail stores were closed during 1998 and 1999, with the
remaining two stores scheduled to be closed in early 2000. During 1999, the
Company recorded additional accruals of $.6 million substantially related to
continuing lease costs of one closed location.
The aggregate 1997 special charges contained a provision of $5.4 million for
impaired assets of seven retail stores. Declining market share due to increasing
competition, deterioration of operating performance in the third quarter of
1997, and forecasted future results that were less than previously planned were
the factors leading to the impairment determination. The impaired assets covered
by the charge primarily include real estate, leasehold improvements and, to a
lesser extent, goodwill related to two of the stores. Store fixed asset
write-downs were measured based on a comparison of the assets net book value to
the net present value of the stores' estimated future net cash flows.
The 1997 special charges included $2.5 million of integration costs,
incurred in the third quarter of 1997, associated with the acquisition of the
business and certain assets of United-A.G. Cooperative, Inc.
An asset impairment charge for $1.0 million relating to agricultural assets
was also recorded against several farming operations of Nash-De Camp Company
("Nash-De Camp"), the Company's produce growing and marketing subsidiary. The
impairment determination was based on downturns in the market for certain
varieties of fruit. The impairment resulted from anticipated future operating
losses and insufficient projected cash flows from agricultural production of
these products.
Other special charges aggregating $2.8 million consist primarily of
$.9 million related to the abandonment of system software which was replaced,
and a loss of $.6 million realized on the sale of the Company's equity
investment in a Hungarian wholesale operation. The remaining special charges
relate principally to the write-down of idle real estate to current market
values.
30
The impact of suspending depreciation on assets to be disposed of is not
material. At January 1, 2000, special charge costs have been included in accrued
expenses on the balance sheet.
(4) SALE OF SUBSIDIARIES
On July 31, 1999 the Company sold the outstanding stock of its wholly-owned
produce growing and marketing subsidiary, Nash-De Camp to Agriholding, Inc., of
Pebble Beach, California. Nash-De Camp has previously been reported as a
discontinued operation following a fourth quarter 1998 decision to sell the
subsidiary.
As a result of the sale, the Company realized cash proceeds of
$17.1 million and recognized an $8.2 million reversal of a $27.5 million
provision recorded for the expected sale at the end of 1998.
On June 30, 1999 the Company sold its majority interests in Gillette Dairy
of the Black Hills, Inc. and Nebraska Dairies, Inc. to Marigold Foods, Inc.
Marigold purchased all of the outstanding shares of each company for
$15.9 million cash and the Company recognized a pre-tax gain of $3.1 million on
the sale recorded as part of continuing operations.
(5) ACCOUNTS AND NOTES RECEIVABLE
Accounts and notes receivable at the end of fiscal years 1999 and 1998 are
comprised of the following components (in thousands):
1999 1998
-------- --------
Customer notes receivable, current....................... $ 10,543 10,950
Customer accounts receivable............................. 141,955 158,610
Other receivables........................................ 23,782 25,199
Allowance for doubtful accounts.......................... (22,214) (25,011)
-------- -------
Net current accounts and notes receivable................ $154,066 169,748
======== =======
Long-term customer notes receivable...................... 28,928 22,342
Allowance for doubtful accounts.......................... (8,216) (9,406)
-------- -------
Net long-term notes receivable........................... $ 20,712 12,936
======== =======
Operating results include bad debt expense totaling $4.4 million,
$10.6 million and $5.1 million during fiscal years 1999, 1998 and 1997,
respectively.
On December 29, 1997, a Receivables Purchase Agreement (the "Agreement") was
executed by the Company, Nash Finch Funding Corporation (NFFC), a wholly-owned
subsidiary of the Company, and a certain third party purchaser (the "Purchaser")
pursuant to a securitization transaction. In applying the provisions of SFAS
No. 125 ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES, no gain or loss resulted on the transaction. The
Agreement is a five-year, $50 million revolving receivable purchase facility
allowing the Company to sell additional receivables to NFFC, and NFFC to sell,
from time to time, a variable undivided interest in these receivables to the
Purchaser. NFFC maintains a variable undivided interest in these receivables and
is subject to losses on its share of the receivables and, accordingly, maintains
an allowance for doubtful accounts. As of January 1, 2000, and January 2, 1999
the Company had sold $50.5 million and $45.7 million, respectively, of accounts
receivable on a non-recourse basis to NFFC. NFFC sold $41.8 million and
$36.8 million of its undivided interest in such receivables to the Purchaser in
1999 and 1998, respectively, subject to specified collateral requirements.
In 1995, the Company had entered into an agreement with a financial
institution which allowed the Company to sell on a revolving basis customer
notes receivable with recourse. The remaining balances of such sold notes
receivable totaled $1.7 million and $5.2 million at January 1, 2000 and
January 2, 1999, respectively. The Company is contingently liable should these
notes become uncollectible.
Substantially all notes receivable are based on floating interest rates
which adjust to changes in market rates. As a result, the carrying value of
notes receivable approximates market value.
31
(6) LONG-TERM DEBT AND CREDIT FACILITIES
Long-term debt at the end of the fiscal years 1999 and 1998 is summarized as
follows (in thousands):
1999 1998
-------- --------
Variable rate--revolving credit agreement................... $130,000 120,000
Senior subordinated debt, 8.5% due in 2008.................. 163,913 163,781
Industrial development bonds, 3.9% to 7.8% due in various
installments through 2009................................. 10,135 3,840
Term loan, 9.55% due in 2001................................ 1,250 1,250
Notes payable and mortgage notes, 3% to 11.5% due in various
installments through 2003................................. 10,301 5,394
-------- -------
315,599 294,265
Less current maturities..................................... 1,508 985
-------- -------
$314,091 293,280
======== =======
On April 24, 1998, the Company completed the sale of $165.0 million of 8.5%
senior subordinated notes due May 1, 2008, using the net proceeds from the
offering after fees and expenses, to reduce certain amounts borrowed under its
revolving credit facility.
In the first quarter of 1998, in conjunction with the senior subordinated
debt offering, the Company prepaid $106.3 million of senior notes, and paid
prepayment premiums and wrote off related deferred financing costs totaling
$9.5 million. This transaction resulted in an extraordinary charge of
$5.6 million, or $.49 per share, net of income tax benefits of $3.9 million.
At the end of fiscal 1999, the Company had one swap agreement in effect to
manage interest rates on a portion of its long-term debt. The agreement is based
on a notional amount of $30.0 million and calls for an exchange of interest
payments with the Company receiving payments based on a London Interbank Offered
Rate (LIBOR) floating rate and making payments based on a fixed rate of 6.54%,
without an exchange of the notional amount upon which the payments are based.
The differential to be paid or received from the counter-party as interest rates
change is included in other current assets or liabilities, with the
corresponding amount accrued and recognized as an adjustment of interest expense
related to the debt.
The fair value of the swap agreement is not recognized in the financial
statements. Gains and losses on terminations of interest-rate swap agreements
are deferred as an adjustment to the carrying amount of the outstanding debt and
amortized as an adjustment to the interest expense related to the debt over the
remaining term of the original contract life of the terminated swap agreement.
In the event of the early extinguishment of a designated debt obligation, any
realized or unrealized gain or loss from the swap would be recognized in income
coincident with the extinguishment.
Any swap agreements that are not designated with outstanding debt are
recorded as an asset or liability at fair value, with changes in fair value
recorded in other income or expense.
The Company has a $350 million revolving credit facility (the "Credit
Facility") with two lead banks. The Credit Facility matures in October 2001.
Borrowings under this agreement will bear interest at variable rates equal to
LIBOR plus 150 basis points. In addition, the Company pays commitment fees of
.5% percent on the entire facility both used and unused. The average borrowing
rate during the period was 7.9%.
The Credit Facility and subordinated debt agreements contain covenants which
among other matters, limit the Company's ability to incur indebtedness and buy
and sell assets, impose dividend
32
payment limitations and require compliance to predetermined ratios related to
net worth, debt to equity and interest coverage.
At January 1, 2000, land in the amount of $3.4 million and buildings and
other assets with a depreciated cost of approximately $11.6 million are pledged
to secure outstanding mortgage notes and obligations under issues of industrial
development bonds. In addition, borrowings under the Credit Facility are
collateralized by a security interest in certain accounts receivable and
inventory.
Aggregate annual maturities of long-term debt for the five fiscal years
after January 1, 2000 are as follows (in thousands):
2000........................................................ $ 1,508
2001........................................................ 132,803
2002........................................................ 2,413
2003........................................................ 3,912
2004........................................................ 735
2005 and thereafter......................................... $174,228
Interest paid was $31.1 million, $29.6 million and $31.6 million, for fiscal
years 1999, 1998 and 1997, respectively.
Based on borrowing rates currently available to the Company for long-term
financing with similar terms and average maturities, the fair value of long-term
debt, including current maturities, utilizing discounted cash flows is
$270.1 million.
(7) INCOME TAXES
Income tax expense (benefit) related to continuing operations is made up of
the following components (in thousands):
1999 1998 1997
-------- -------- --------
Current:
Federal......................................... $ 3,698 6,048 3,029
State........................................... 795 1,060 667
Tax credits..................................... (18) -- --
Deferred:......................................... 6,741 (25,945) (1,376)
------- ------- ------
Total........................................... $11,216 (18,837) 2,320
======= ======= ======
Total income tax expense (benefit) for the fiscal years 1999, 1998 and 1997
was $14.8 million, ($33.2) million and $2.2 million allocated as follows:
1999 1998 1997
-------- -------- --------
Income from continuing operations.................. $11,216 (18,837) 2,320
Discontinued operations............................ 3,587 (10,407) (103)
Extraordinary item................................. -- (3,951) --
------- ------- -----
Total income tax expense (benefit)............... $14,803 (33,195) 2,217
======= ======= =====
33
Income tax expense from continuing operations differed from amounts computed
by applying the federal income tax rate to pre-tax income as a result of the
following:
1999 1998 1997
-------- -------- --------
Federal statutory tax rate.................................. 35.0% (35.0)% 35.0%
State taxes, net of federal income tax benefit.............. 4.5 (2.0) 18.0
Dividends received deduction on domestic stock.............. -- (0.4) (36.0)
Non-deductible goodwill..................................... 2.8 0.9 131.4
Adjustment to other income tax accruals..................... -- 3.9 27.7
Other, net.................................................. 0.1 0.4 10.1
------ ------ ------
Effective tax rate........................................ 42.4% (32.2)% 186.2%
====== ====== ======
Income taxes paid (refunded) were $(.9) million, $(4.4) million and
$8.9 million during fiscal years 1999, 1998 and 1997, respectively.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at January 1,
2000, January 2, 1999 and January 3, 1998, are presented below (in thousands):
1999 1998 1997
-------- -------- --------
Deferred tax assets:
Inventories............................................... $ 2,973 2,963 3,405
Provision for obligations to be settled in future
periods................................................. 29,964 25,225 15,971
Discontinued operations................................... -- 10,587 --
Closed locations.......................................... 10,819 18,168 10,612
Other..................................................... 528 1,782 731
------- ------ ------
Total deferred tax assets............................... $44,284 58,725 30,719
------- ------ ------
Deferred tax liabilities:
Depreciation and amortization............................. 3,329 457 9,935
Acquired asset adjustments for fair values................ 9,503 7,686 7,686
Accelerated tax deductions................................ 2,287 2,260 --
Other..................................................... 239 96 1,404
------- ------ ------
Total deferred tax liabilities.......................... 15,358 10,499 19,025
------- ------ ------
Net deferred tax asset...................................... $28,926 48,226 11,694
======= ====== ======
Temporary differences for obligations to be settled in the future consist of
deferred compensation, vacation, health benefits and other expenses which are
not deductible for tax purposes until paid.
The Company has determined a valuation allowance for the net deferred tax
asset is not required since it is more likely than not the deferred tax asset
will be realized through carryback to taxable income in prior years, future
reversals of existing taxable temporary differences, future taxable income and
tax planning strategies.
(8) STOCK RIGHTS AND OPTIONS
Under the Company's 1996 Stockholder Rights Plan, one right is attached to
each outstanding share of common stock. Each right entitles the holder to
purchase, under certain conditions, one-half share of common stock at a price of
$30.00 ($60.00 per full share). The rights are not yet exercisable and no
separate rights certificates have been distributed. All rights expire on
March 31, 2006.
34
The rights become exercisable 20 days after a "flip-in event" has occurred
or 10 business days (subject to extension) after a person or group makes a
tender offer for 15% or more of the Company's outstanding common stock. A
flip-in event would occur if a person or group acquires (1) 15% of the Company's
outstanding common stock, or (2) an ownership level set by the Board of
Directors at less than 15% if the person or group is deemed by the Board of
Directors to have interests adverse to those of the Company and its
stockholders. The rights may be redeemed by the Company at any time prior to the
occurrence of a flip-in event at $.01 per right. The power to redeem may be
reinstated within 20 days after a flip-in event occurs if the cause of the
occurrence is removed.
Upon the rights becoming exercisable, subject to certain adjustments or
alternatives, each right would entitle the holder (other than the acquiring
person or group, whose rights become void) to purchase a number of shares of the
Company's common stock having a market value of twice the exercise price of the
right. If the Company is involved in a merger or other business combination, or
certain other events occur, each right would entitle the holder to purchase
common shares of the acquiring company having a market value of twice the
exercise price of the right. Within 30 days after the rights become exercisable
following a flip-in event, the Board of Directors may exchange shares of Company
common stock or cash or other property for exercisable rights.
The Company follows APB 25 and related interpretations in accounting for its
employee stock options. Under APB 25, when the exercise price of employee stock
options equals the market price of the underlying stock on the date of the
grant, no compensation expense is recognized.
Under the Company's 1994 Stock Incentive Plan, as amended (the "1994 Plan"),
a total of 845,296 shares were reserved for the granting of stock options,
restricted stock awards and performance unit awards. Stock options are granted
at not less than 100% of fair market value at date of grant and are exercisable
over a term which may not exceed 10 years from date of grant. Restricted stock
awards are subject to restrictions on transferability and such conditions for
vesting, including continuous employment for specified periods of time, as may
be determined at the date of grant. Performance unit awards are grants of rights
to receive shares of stock if certain performance goals or criteria, determined
at the time of grant, are achieved in accordance with the terms of the grant.
Under the 1995 Director Stock Option Plan (the "Director Plan"), for which a
total of 40,000 shares were reserved, annual grants of options to purchase 500
shares are made automatically to each eligible non-employee director following
each annual meeting of stockholders. The stock options are granted at 100% of
fair market value at date of grant, become exercisable six months following the
date of grant and may be exercised over a term of five years from the date of
grant.
At January 1, 2000, under the 1994 Plan, options to purchase 392,128 shares
of common stock of the Company at an average price of $11.12 per share and
exercisable over terms of five to seven years from the dates of grant, have been
granted and are outstanding. Effective June 1, 1998, options totaling 200,000
shares were granted to a key senior executive. These options which were not
granted under the 1994 Plan, become exercisable in 50,000 share increments over
a four year period beginning one year after the date of grant, at a price of
$16.84 per share (100% of fair market value at date of grant). In
February 1996, certain members of management exercised rights to purchase
restricted stock from the Company at a 25% discount to fair market value
pursuant to grants awarded in January 1996 under the terms of the 1994 Plan. The
purchase required a minimum of 10% payment in cash with the remaining balance
evidenced by a 5-year promissory note to the Company. Unearned compensation
equivalent to the excess of market value of the shares purchased over the price
paid by the recipient at the date of grant, and the unpaid balance of the
promissory note have been recorded in stockholders' equity. At January 1, 2000,
9,645 shares of restricted stock have been issued and are outstanding.
Performance unit awards having a maximum potential payout of 101,368 shares have
also been granted and are outstanding.
35
Reserved for the granting of future stock options, restricted stock awards
and performance unit awards are 230,485 shares.
At January 1, 2000 under the Director Plan, options to purchase 20,500
shares of common stock of the Company, at an average price of $15.98 per share
and exercisable over a term of five years from the date of grant, have been
granted and are outstanding. Reserved for the granting of future stock options
are 17,500 shares.
Changes in outstanding options during the three fiscal years ended
January 1, 2000 are summarized as follows (in thousands):
WEIGHTED
AVERAGE
OPTION PRICE
SHARES PER SHARE
-------- ------------
Options outstanding December 28, 1996................. 349 $17.18
Exercised........................................... (29) 16.82
Forfeited........................................... (33) 17.08
Granted............................................. 5 18.38
------- ------
Options outstanding January 3, 1998................... 292 17.24
Exercised........................................... (4) 16.58
Forfeited........................................... (33) 16.83
Granted............................................. 255 16.48
------- ------
Options outstanding January 2, 1999................... 510 16.89
Exercised........................................... -- --
Forfeited........................................... (165) 17.27
Granted............................................. 268 8.54
------- ------
Options outstanding January 1, 2000................... 613(a) $13.15
======= ======
Options exercisable at:
January 1, 2000..................................... 207,760 $14.62
January 2, 1999..................................... 238,628 17.12
- ------------------------
(a) Remaining average contractual life of options outstanding at January 1, 2000
was 2.5 years, with an exercise price ranging from $7.25 to $22.31.
The weighted average fair value of options granted during 1999, 1998 and
1997 are $1.69, $2.49 and $2.62 respectively. The fair value of each option
grant is estimated as of the date of grant using the Black-Scholes single option
pricing model assuming a weighted average risk-free interest rate of 6.5%, an
expected dividend yield of 5.5%, expected lives of two and one-half years and
volatility of 35.1%. Had compensation expense for stock options been determined
based on the fair value method (instead of intrinsic value method) at the grant
dates for awards, the Company's 1999 and 1998 net earnings (loss) and earnings
(loss) per share would have been impacted by less than 1%.
36
(9) EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share for continuing operations:
1999 1998 1997
-------- -------- --------
Numerator:
Net earnings (loss)....................................... $15,237 (39,581) (1,074)
------- -------- -------
Denominator:
Denominator for basic earnings per share (weighted-average
shares)................................................. 11,333 11,318 11,270
Effect of dilutive contingent shares...................... 76 -- --
------- -------- -------
Denominator for diluted earnings per share (adjusted
weighted-average shares)................................ 11,409 11,318 11,270
======= ======== =======
Basic earnings (loss) per share........................... $ 1.35 (3.50) (0.10)
======= ======== =======
Diluted earnings (loss) per share......................... $ 1.34 (3.50) (0.10)
======= ======== =======
(10) LEASE AND OTHER COMMITMENTS
A substantial portion of the store and warehouse properties of the Company
are leased. The following table summarizes assets under capitalized leases (in
thousands):
1999 1998
-------- --------
Buildings and improvements.............................. $ 25,233 24,878
Less accumulated amortization........................... (12,192) (11,213)
-------- --------
Net assets under capitalized leases................. $ 13,041 13,665
======== ========
Total future minimum sublease rentals related to operating and capital lease
obligations as of January 1, 2000 are $130.7 million and $33.2 million,
respectively. Future minimum payments for operating and capital leases have not
been reduced by minimum sublease rentals receivable under non-cancelable
subleases. At January 1, 2000, future minimum rental payments under
non-cancelable leases and subleases are as follows (in thousands):
OPERATING CAPITAL
LEASES LEASES
--------- --------
2000..................................................... $ 30,383 5,579
2001..................................................... 27,821 5,531
2002..................................................... 33,312 5,543
2003..................................................... 22,932 5,514
2004 and thereafter...................................... 125,053 43,520
-------- -------
Total minimum lease payments............................. $239,501 65,687
Less imputed interest (rates ranging from 7.04% to
15.99%)................................................ 30,360
-------
Present value of net minimum lease payments.............. 35,327
Less current maturities.................................. (1,609)
-------
Capitalized lease obligations............................ $33,718
=======
37
Total rental expense under operating leases for fiscal years 1999, 1998 and
1997 is as follows (in thousands):
1999 1998 1997
-------- -------- --------
Total rentals.................................. $ 42,919 44,320 42,584
Less real estate taxes, insurance and other
occupancy costs.............................. (1,950) (2,357) (2,731)
-------- -------- --------
Minimum rentals................................ 40,969 41,963 39,853
Contingent rentals............................. (128) (154) 244
Sublease rentals............................... (14,972) (16,358) (13,744)
-------- -------- --------
$ 25,869 25,451 26,353
======== ======== ========
Most of the Company's leases provide that the Company pay real estate taxes,
insurance and other occupancy costs applicable to the leased premises.
Contingent rentals are determined on the basis of a percentage of sales in
excess of stipulated minimums for certain store facilities. Operating leases
often contain renewal options. Management expects that, in the normal course of
business, leases that expire will be renewed or replaced by other leases.
The Company has outstanding letters of credit in the amounts of
$15.5 million and $9.2 million at January 1, 2000 and January 2, 1999,
respectively, primarily supporting workers' compensation obligations.
(11) CONCENTRATION OF CREDIT RISK
The Company provides financial assistance in the form of secured loans to
some of its independent retailers for inventories, store fixtures and equipment
and store improvements. Loans are secured by liens on real estate, inventory
and/or equipment, by personal guarantees and by other types of collateral. In
addition, the Company may guarantee lease and promissory note obligations of
retailers.
As of January 1, 2000, the Company has guaranteed outstanding promissory
note obligations of three retailers in the amount of $11.1 million,
$6.5 million and $3.6 million, respectively. The Company has guaranteed certain
lease and promissory note obligations of retailers aggregating approximately
$29.9 million.
The Company establishes allowances for doubtful accounts based upon the
credit risk of specific customers, historical trends and other information.
Management believes that adequate provisions have been made for any doubtful
accounts.
(12) PROFIT SHARING PLAN
The Company has a profit sharing plan covering substantially all employees
meeting specified requirements. Contributions, determined by the Board of
Directors, are made to a noncontributory profit sharing trust based on profit
performances. Profit sharing expense for 1999, 1998 and 1997 was $3.6 million,
$3.9 million and $2.5 million, respectively.
Certain officers and key employees are participants in a deferred
compensation plan providing fixed benefits payable in equal monthly installments
upon retirement. Annual contributions to the deferred compensation plan, which
are based on Company performance, are expensed. An annual contribution of
$.4 million was provided for in 1999, however, no contributions were made in
1998 or 1997.
38
(13) PENSION AND OTHER POST-RETIREMENT BENEFITS
Super Food has a qualified non-contributory retirement plan to provide
retirement income for certain of its eligible full-time employees who are not
covered by union retirement plans. Pension benefits under the plan are based on
length of service and compensation. The Company contributes amounts necessary to
meet minimum funding requirements. During 1997, the Company formalized a
curtailment plan affecting all participants under the age of 55. All employees
impacted by the curtailment were transferred into the Company's existing defined
contribution plan effective January 1, 1998.
The Company provides certain health care benefits for retired employees not
subject to collective bargaining agreements. Employees become eligible for those
benefits when they reach normal retirement age and meet minimum age and service
requirements. Health care benefits for retirees are provided under a
self-insured program administered by an insurance company.
The estimated future cost of providing post-retirement health costs is
accrued over the active service life of the employees. The following table sets
forth the benefit obligations of post-retirement benefits and the funded status
of the curtailed pension plan.
The actuarial present value of benefit obligations and funded plan status of
January 1, 2000 and January 2, 1999 were (in thousands):
PENSION BENEFITS OTHER BENEFITS
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year................... $(39,586) (37,646) (8,893) (8,604)
Service cost.............................................. (144) (199) (402) (376)
Interest cost............................................. (2,591) (2,630) (620) (560)
Amendment................................................. -- 148 (551) --
Actuarial gain (loss)..................................... 6,342 (1,462) 1,069 23
Benefits paid............................................. 2,384 2,203 695 624
-------- ------- ------ ------
Benefit obligation at end of year......................... $(33,595) (39,586) (8,702) (8,893)
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year............ $ 39,220 36,261 -- --
Actual return on plan assets.............................. 3,904 3,622 -- --
Employer contribution..................................... -- 1,540 695 624
Benefits paid............................................. (2,384) (2,203) (695) (624)
-------- ------- ------ ------
Fair value of plan assets at end of year.................. $ 40,740 39,220 -- --
-------- ------- ------ ------
Funded status............................................. $ 7,145 (366) (8,702) (8,893)
Unrecognized actuarial loss (gain)........................ (4,398) 2,806 (1,473) (403)
Unrecognized transition obligation........................ -- -- 3,219 3,467
Unrecognized prior service cost........................... (121) (136) -- --
-------- ------- ------ ------
Prepaid (accrued) benefit cost............................ $ 2,626 2,304 (6,956) (5,829)
======== ======= ====== ======
WEIGHTED-AVERAGE ASSUMPTIONS AS OF JANUARY 1, 2000
Discounted rate........................................... 8.25% 7.00% 8.25% 7.00%
Expected return on plan assets............................ 8.00% 8.00% -- --
Rate of compensation increase............................. 5.00% 5.00% -- --
39
The aggregate costs for the Company's retirement benefits included the following
components (in thousands):
Components of net periodic benefit cost (income)
PENSION BENEFITS OTHER BENEFITS
------------------------------ ------------------------------
1999 1998 1997 1999 1998 1997
-------- -------- -------- -------- -------- --------
Service cost..................................... $ 144 199 660 402 376 354
Interest cost.................................... 2,591 2,630 2,663 620 560 576
Expected return on plan assets................... (3,042) (2,867) (2,857) -- -- --
Amortization of prior service costs.............. (15) (12) -- -- -- --
Amortization of unrecognized transition
obligation..................................... -- -- -- 248 248 235
------- ------- ------- ------ ------ ------
Net periodic benefit cost (income)............... $ (322) (50) 466 1,270 1,184 1,165
======= ======= ======= ====== ====== ======
Assumed health care cost trend rates have a significant effect on the 1999
amounts reported for the health care plans. The assumed annual rate of future
increases in per capita cost of health care benefits was 8.5% in fiscal 1999
declining gradually to 5.5% in 2005 and thereafter. A one-percentage point
change in assumed health care cost trend rates would have the following effects
(in thousands):
1% INCREASE 1% DECREASE
----------- -----------
Effect on total of service and interest cost
components.......................................... $ 83 (64)
Effect on post-retirement benefit obligation.......... 562 (493)
Approximately 4.8% of the Company's employees are covered by
collectively-bargained, multi-employer pension plans. Contributions are
determined in accordance with the provisions of negotiated union contracts and
are generally based on the number of hours worked. The Company does not have the
information available to determine its share of the accumulated plan benefits or
net assets available for benefits under the multi-employer plans. Amounts
contributed to those plans during 1999 and 1998 were $2.5 million and
$2.9 million, respectively. The Company has a practice of providing
post-employment benefits when closing distribution center facilities.
(14) SUBSIDIARY GUARANTEES
The following table presents summarized combined financial information for
certain wholly owned subsidiaries which guarantee on a full, unconditional and
joint and several basis, $165.0 million of senior subordinated notes due May 1,
2008, which were offered and sold on April 24, 1998 by the Company:
Condensed Consolidated Statements of Income (in thousands)
1999 1998 1997
---------- --------- ---------
Operating revenues......................... $1,141,533 1,060,331 1,068,857
Operating expenses......................... 1,133,090 1,056,390 1,058,695
---------- --------- ---------
Operating income........................... 8,443 3,941 10,162
Other income............................... 1,915 4,732 4,168
---------- --------- ---------
Income before income tax................... 10,358 8,673 14,330
Income tax expense......................... 4,392 7,203 5,621
---------- --------- ---------
Net income................................. $ 5,966 1,470 8,709
========== ========= =========
40
Condensed Consolidated Balance Sheet Data
1999 1998
-------- --------
Current assets........................................... $149,631 148,906
Non-current assets....................................... 102,580 106,294
Current liabilities...................................... 63,513 64,937
Long-term debt and obligations........................... 35,003 23,907
Deferred credits and other liabilities................... 11,495 3,990
Non-guarantor subsidiaries, all of which are wholly owned, are inconsequential.
(15) SEGMENT INFORMATION
The Company and its subsidiaries sell and distribute products that are
typically found in supermarkets. The Company has three reportable operating
segments. The Company's wholesale distribution segment consists of 13
distribution centers that sell to independently operated retail food stores, 114
corporately operated retail food stores, and institutional customers. The retail
segment consists of corporately operated stores that sell directly to the
consumer. The military distribution segment consists of two distribution centers
that sell products to military commissaries.
In 1999, the Company sold the outstanding stock of its wholly-owned produce
growing and marketing subsidiary, Nash-De Camp Company. Nash-De Camp had
previously been reported as a discontinued operation (see Note 4 of Notes to
Consolidated Financial Statements). Information presented below relates only to
results of continuing segments. The Company evaluates performance and allocates
resources based on profit or loss before income taxes, general corporate
expenses, interest and earnings from equity investments. The accounting policies
of the reportable segments are the same as those described in the summary of
accounting policies except the Company accounts for inventory on a FIFO basis at
the segment level compared to a LIFO basis at the consolidated level.
Intra-segment sales and transfers are recorded on a cost plus markup basis.
Wholesale segment profits on sales to Company operated stores have been
allocated back to the retail operating segment. In 1999, a change was made to
allocate the military management fee to the military segment. This had
previously been reported as unallocated corporate overhead. Prior years segment
information has been restated to reflect this change.
41
SCHEDULES
YEAR END JANUARY 1, 2000 (IN THOUSANDS) WHOLESALE RETAIL MILITARY ALL OTHER(1) TOTALS
- --------------------------------------- ---------- -------- -------- ------------ ---------
Revenue from external customers.......... $2,280,753 856,483 963,304 4,698 4,105,238
Inter-segment revenue.................... 505,976 -- -- 4,457 510,433
Interest revenue......................... (3,050) (229) -- 1 (3,278)
Interest expense (includes capital lease
interest).............................. 2,611 596 -- -- 3,207
Depreciation expense..................... 15,508 9,061 2,077 385 27,031
Segment profit (loss).................... 37,093 15,732 20,735 (368) 73,192
Assets................................... 618,013 165,545 140,667 4,526 928,751
Expenditures for long-lived assets....... 12,696 26,123 680 8 39,507
YEAR END JANUARY 2, 1999 (IN THOUSANDS) WHOLESALE RETAIL MILITARY ALL OTHER(1) TOTALS
- --------------------------------------- ---------- -------- -------- ------------ ---------
Revenue from external customers.......... $2,491,736 738,018 916,819 3,004 4,149,577
Inter-segment revenue.................... 443,061 -- -- 2,628 445,689
Interest revenue......................... (3,431) (37) -- -- (3,468)
Interest expense (includes capital lease
interest).............................. 2,910 15 -- -- 2,925
Depreciation expense..................... 17,916 9,794 2,250 119 30,079
Segment profit (loss).................... 41,571 5,923 19,566 (205) 66,855
Assets................................... 460,996 96,765 139,388 2,553 699,702
Expenditures for long-lived assets....... 7,987 9,327 1,550 4 18,868
YEAR END JANUARY 3, 1998 (IN THOUSANDS) WHOLESALE RETAIL MILITARY ALL OTHER(1) TOTALS
- --------------------------------------- ---------- -------- -------- ------------ ---------
Revenue from external customers.......... $2,563,795 823,922 940,365 2,355 4,330,437
Inter-segment revenue.................... 501,062 -- -- 2,497 503,559
Interest revenue......................... (4,001) (12) -- -- (4,013)
Interest expense (includes capital lease
interest).............................. 3,340 20 -- -- 3,360
Depreciation expense..................... 18,318 10,496 2,011 116 30,941
Segment profit (loss).................... 51,351 5,450 20,121 123 77,045
Assets................................... 461,642 98,180 143,437 587 703,846
Expenditures for long-lived assets....... 16,129 17,510 2,786 392 36,817
- ------------------------
(1) Revenue reported in All Other is attributable to a trucking transport
business.
42
RECONCILIATION (IN THOUSANDS)
1999 1998 1997
---------- --------- ---------
REVENUES
Total external revenue for segments......................... $4,105,238 4,149,577 4,330,437
Inter-segment revenue from reportable segments.............. 510,433 445,689 503,559
Unallocated amounts......................................... 17,975 10,434 10,658
Elimination of intra-segment revenue........................ (510,433) (445,689) (503,559)
---------- --------- ---------
Total consolidated revenues............................. $4,123,213 4,160,011 4,341,095
========== ========= =========
PROFIT OR LOSS
Total profit for segments................................... $ 73,192 66,855 77,045
Unallocated amounts:
Adjustment of LIFO to inventory........................... 859 (3,975) (1,500)
Unallocated corporate overhead............................ (54,643) (52,827) (44,265)
Special charges........................................... 7,045 (68,471) (30,034)
---------- --------- ---------
Income from continuing operations before income taxes....... $ 26,453 (58,418) 1,246
========== ========= =========
ASSETS
Total assets for segments................................... $ 928,751 699,702 703,846
Assets of a discontinued operation.......................... -- 30,236 47,051
Unallocated corporate assets................................ (16,652) 180,273 228,514
Accumulated LIFO reserves................................... (46,184) (47,043) (43,068)
Elimination of intercompany receivables..................... (3,472) (30,106) (31,460)
Other elimination........................................... -- 33 --
---------- --------- ---------
Total consolidated assets............................... $ 862,443 833,095 904,883
========== ========= =========
OTHER SIGNIFICANT ITEMS--1999
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
-------- ----------- ------------
Depreciation............................................. $27,031 15,588 42,619
Interest revenue......................................... 3,278 2,029 5,307
Interest expense......................................... 3,207 28,006 31,213
Expenditures for long-lived assets....................... 39,507 12,775 52,282
OTHER SIGNIFICANT ITEMS--1998
SEGMENT CONSOLIDATED
1998 TOTALS ADJUSTMENTS TOTALS
- ---- -------- ----------- ------------
Depreciation............................................. $30,079 15,985 46,064
Interest revenue......................................... 3,468 1,358 4,826
Interest expense......................................... 2,925 26,109 29,034
Expenditures for long-lived assets....................... 18,868 33,862 52,730
OTHER SIGNIFICANT ITEMS--1997
SEGMENT CONSOLIDATED
1997 TOTALS ADJUSTMENTS TOTALS
- ---- -------- ----------- ------------
Depreciation............................................. $30,941 15,412 46,353
Interest revenue......................................... 4,013 2,367 6,380
Interest expense......................................... 3,360 29,413 32,773
Expenditures for long-lived assets....................... 36,817 30,908 67,725
The reconciling items to adjust expenditures for depreciation, interest revenue,
interest expense and expenditures for long-lived assets are for unallocated
general corporate activities. All revenues are attributed
43
to and all assets are held in the United States. The Company's market areas are
in the Midwest, Mid-Atlantic and Southeast United States.
(16) SUBSEQUENT EVENT
On January 31, 2000, the Company acquired Hinky Dinky Supermarkets, Inc.
("HDSI") through a cash purchase of all of HDSI's outstanding capital stock.
HDSI is the majority owner of twelve (12) supermarkets located in Nebraska.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
NASH FINCH COMPANY AND SUBSIDIARIES
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
A summary of quarterly financial information is presented.
SECOND
FIRST QUARTER QUARTER THIRD QUARTER FOURTH QUARTER
12 WEEKS 12 WEEKS 16 WEEKS 12 WEEKS 13 WEEKS
------------------- ------------------- --------------------- --------- ---------
1999 1998 1999 1998 1999 1998 1999 1998
-------- -------- -------- -------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales and other revenue........... $934,797 932,966 935,951 973,069 1,289,156 1,282,533 963,309 971,443
Cost of sales......................... 845,076 847,650 841,694 886,146 1,150,965 1,167,211 861,017 882,653
Earnings (loss) from continuing
operations before income taxes and
extraordinary charge................ 2,070 5,984 3,945 6,122 6,036 4,503 14,402 (75,026)
Income taxes (benefit)................ 878 2,265 1,673 2,542 2,559 1,984 6,106 (25,628)
Net earnings (loss) from continuing
operations before extraordinary
charge.............................. 1,192 3,719 2,272 3,580 3,477 2,519 8,296 (49,398)
Earnings (loss) from discontinued
operations, net of income tax
(benefit)........................... -- (1,091) -- 36 -- 879 -- 602
Earnings (loss) from disposal of
discontinued operations, net of
income tax (benefit)................ -- -- -- -- 4,566 -- -- (16,913)
Earnings (loss) before extraordinary
charge.............................. 1,192 2,628 2,272 3,616 8,043 3,398 8,296 (65,709)
Extraordinary charge from early
extinguishment of debt, net of
income tax (benefit)................ -- 5,569 -- -- -- -- -- --
Net earnings (loss)................... 1,192 (2,941) 2,272 3,616 8,043 3,398 8,296 (65,709)
Percent to sales and revenues......... 0.13 (0.32) 0.24 0.37 0.62 0.26 0.86 (6.76)
Basic earnings (loss) per share
Earnings (loss) from continuing
operations before extraordinary
charge............................ $ .11 .33 .20 .32 .31 .22 .73 (4.36)
Earnings (loss) before extraordinary
charge............................ $ .11 .23 .20 .32 .71 .30 .73 (5.80)
Net earnings (loss)................. $ .11 (.26) .20 .32 .71 .30 .73 (5.80)
Diluted earnings (loss) per share
Earnings (loss) from continuing
operations before extraordinary
charge............................ $ .11 .33 .20 .32 .31 .22 .73 (4.36)
Earnings (loss) before extraordinary
charge............................ $ .11 .23 .20 .32 .71 .30 .73 (5.80)
Net earnings (loss)................. $ .11 (.26) .20 .32 .71 .30 .73 (5.80)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
44
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A. DIRECTORS OF THE REGISTRANT.
The information under the captions "Election of Directors--Information About
Directors and Nominees" and "Election of Directors--Other Information About
Directors and Nominees" in the Company's 2000 Proxy Statement is incorporated
herein by reference.
B. EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning executive officers of the Company is included in this
Report under Item 4A, "Executive Officers of the Registrant".
C. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF 1934.
Information under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's 2000 Proxy Statement is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the captions "Election of Directors--Compensation of
Directors" and "Executive Compensation and Other Benefits" in the Company's 2000
Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the captions "Security Ownership of Certain Beneficial
Owners" and "Security Ownership of Management" in the Company's 2000 Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Election of Directors--Other Information
About Directors and Nominees" in the Company's 2000 Proxy Statement is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A. FINANCIAL STATEMENTS.
The following financial statements are included in this report on the pages
indicated:
Independent Auditors' Report--page 19
Consolidated Statements of Operations for the fiscal years ended January 1,
2000, January 2, 1999 and January 3, 1998--page 20
Consolidated Balance Sheets as of January 1, 2000 and January 2, 1999--page
21
Consolidated Statements of Cash Flows for the fiscal years ended January 1,
2000, January 2, 1999 and January 3, 1998--page 22
Consolidated Statements of Stockholders' Equity for the fiscal years ended
January 1, 2000, January 2, 1999 and January 3, 1998--page 23
Notes to Consolidated Financial Statements--pages 24 to 44
45
B. FINANCIAL STATEMENT SCHEDULES.
The following financial statement schedules are included herein and should
be read in conjunction with the consolidated financial statements referred to
above:
Valuation and Qualifying Accounts--page 48
Other Schedules. Other schedules are omitted because the required
information is either inapplicable or presented in the consolidated financial
statements or related notes.
C. EXHIBITS.
The exhibits to this Report are listed in the Exhibit Index on pages 50 to
53 herein.
A copy of any of these exhibits will be furnished at a reasonable cost to
any person who was a stockholder of the Company as of March 20, 2000, upon
receipt from any such person of a written request for any such exhibit. Such
request should be sent to Nash Finch Company, 7600 France Avenue South,
P.O. Box 355, Minneapolis, Minnesota, 55440-0355, Attention: Secretary.
The following is a list of each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Annual Report on
Form 10-K pursuant to Item 14(c):
1. Nash Finch Profit Sharing Plan--1994 Revision and Nash Finch Profit
Sharing Trust Agreement (as restated effective January 1, 1994)
(incorporated by reference to Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 1, 1994 (File No.
0-785)).
2. Nash Finch Profit Sharing Plan--1994 Revision--First Declaration of
Amendment (incorporated by reference to Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994
(File No. 0-785)).
3. Nash Finch Profit Sharing Plan--1994 Revision--Second Declaration of
Amendment (incorporated by reference to Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 30, 1995
(File No. 0-785)).
4. Nash Finch Profit Sharing Plan--1994 Revision--Third Declaration of
Amendment (incorporated by reference to Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 3, 1998
(File No. 0-785)).
5. Nash Finch Profit Sharing Plan--1994 Revision--Fourth Declaration of
Amendment (incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 3, 1998
(File No. 0-785)).
6. Nash Finch Profit Sharing Plan--1994 Revision--Fifth Declaration of
Amendment (incorporated by reference to Exhibit 10.24 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 3, 1998
(File No. 0-785)).
7. Nash Finch Executive Incentive Bonus and Deferred Compensation Plan (as
amended and restated effective December 31, 1993) (incorporated by
reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 (File No. 0-785)).
8. Excerpts from resolutions adopted February 25, 2000 by the Compensation
Committee of the Board of Directors amending the Nash Finch Executive
Incentive Bonus and Deferred Compensation Plan effective as of January
1, 2000 (filed herewith).
9. Nash Finch Supplemental Executive Retirement Plan (filed herewith).
10. Excerpts from minutes of the November 11, 1986 meeting of the Board of
Directors regarding Nash Finch Pension Plan, as amended (incorporated
by reference to Exhibit 10.9
46
to the Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1987 (File No. 0-785)).
11. Excerpts from minutes of the November 21, 1995 meeting of the Board of
Directors regarding Nash Finch Pension Plan, as amended (incorporated
by reference to Exhibit 10.13 to the Company's Annual Report on Form
10-K for the fiscal year ended December 30, 1995 (File No. 0-785)).
12. Excerpts from minutes of the April 9, 1996 meeting of the Board of
Directors regarding director compensation (incorporated by reference to
Exhibit 10.22 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996 (File No. 0-785)).
13. Excerpts from minutes of the November 19, 1996 meeting of the Board of
Directors regarding director compensation (incorporated by reference to
Exhibit 10.23 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996 (File No. 0-785)).
14. Excerpts from minutes of the November 17, 1998 meeting of the Board of
Directors regarding director compensation (incorporated by reference to
Exhibit 10.35 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1999 (File No. 0-785)).
15. Excerpts from minutes of the February 22, 2000 meeting of the Board of
Directors regarding director compensation (filed herewith).
16. Form of letter agreement specifying benefits in the event of
termination of employment following a change in control of Nash Finch
(incorporated by reference to Exhibit 10.20 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 29, 1990 (File
No. 0-785)).
17. Nash Finch Income Deferral Plan (incorporated by reference to Exhibit
10.17 to the Company's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 (File No. 0-785)).
18. Nash Finch 1994 Stock Incentive Plan, as amended (incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the period ended June 14, 1997 (File No. 0-785)).
19. Nash Finch 1995 Director Stock Option Plan (incorporated by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
period ended June 17, 1995 (File No. 0-785)).
20. Nash Finch 1997 Non-Employee Director Stock Compensation Plan
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended June 14, 1997 (File No.
0-785)).
D. REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the fourth quarter of the fiscal
year ended January 1, 2000.
47
SCHEDULE II
NASH FINCH COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FISCAL YEARS ENDED JANUARY 1, 2000, JANUARY 2, 1999 AND JANUARY 3, 1998
(IN THOUSANDS)
ADDITIONS
BALANCE ------------------------- CHARGED
AT CHARGED TO (CREDITED) BALANCE
BEGINNING COSTS AND DUE TO TO OTHER AT END
DESCRIPTION OF YEAR EXPENSES ACQUISITIONS ACCOUNTS DEDUCTIONS OF YEAR
- ----------- --------- ---------- ------------ ---------- ---------- --------
53 weeks ended January 3, 1998:
Allowance for doubtful
receivables(c)...................... $28,093 5,055 -- 67(a) 6,547(d) 26,668
Provision for losses relating to
leases on closed locations.......... 4,878 393 -- -- 954(d) 4,317
------- ------ --- --- ------ ------
$32,971 5,448 -- 67 7,501 30,985
======= ====== === === ====== ======
52 weeks ended January 2, 1999:
Allowance for doubtful
receivables(c)...................... $26,668 10,637 -- 7(a) 2,895(b) 34,417
Provision for losses relating to
leases on closed locations.......... 4,317 4,205 -- -- 2,286(d) 6,236
------- ------ --- --- ------ ------
$30,985 14,842 -- 7 5,181 40,653
======= ====== === === ====== ======
52 weeks ended January 1, 2000:
Allowance for doubtful
receivables(c)...................... $34,417 4,388 280 268 8,325(b) 30,430
598(e)
Provision for losses relating to
leases on closed locations.......... 6,236 1,915 -- -- 2,501 5,650
------- ------ --- --- ------ ------
$40,653 6,303 280 268 11,424 36,080
======= ====== === === ====== ======
- ------------------------
(a) Recoveries on accounts previously charged off.
(b) Accounts charged off.
(c) Includes current and non-current receivables.
(d) Payments of lease obligations.
(e) Sale of Subsidiary.
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 30, 2000 NASH-FINCH COMPANY
By /s/ RON MARSHALL
------------------------------------------
Ron Marshall
PRESIDENT, CHIEF EXECUTIVE OFFICER, AND
DIRECTOR
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on March 30, 2000 by the following persons on
behalf of the Registrant and in the capacities indicated.
/s/ RON MARSHALL /s/ LAWRENCE A. WOJTASIAK
- ------------------------------------------- -------------------------------------------
Ron Marshall, President, Lawrence A. Wojtasiak, Controller
Chief Executive Officer (Principal Executive Officer) (Principal Accounting Officer)
and Director
/s/ JOHN A. HAEDICKE /s/ CAROLE F. BITTER
- ------------------------------------------- -------------------------------------------
John A. Haedicke, Chief Financial and Carole F. Bitter, Director
Administrative Officer, and Treasurer
(Principal Financial Officer)
/s/ RICHARD A. FISHER /s/ JERRY L. FORD
- ------------------------------------------- -------------------------------------------
Richard A. Fisher, Director Jerry L. Ford, Director
/s/ ALLISTER P. GRAHAM /s/ JOHN H. GRUNEWALD
- ------------------------------------------- -------------------------------------------
Allister P. Graham, Director John H. Grunewald, Director
/s/ RICHARD G. LAREAU /s/ DONALD R. MILLER
- ------------------------------------------- -------------------------------------------
Richard G. Lareau, Director Donald R. Miller, Director
/s/ ROBERT F. NASH /s/ JEROME O. RODYSILL
- ------------------------------------------- -------------------------------------------
Robert F. Nash, Director Jerome O. Rodysill, Director
/s/ JOHN E. STOKLEY /s/ WILLIAM R. VOSS
- ------------------------------------------- -------------------------------------------
John E. Stokley, Director William R. Voss, Director
49
NASH FINCH COMPANY
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR FISCAL YEAR ENDED JANUARY 1, 2000
ITEM
NO. ITEM METHOD OF FILING
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2.1 Agreement and Plan of Merger dated as of Incorporated by reference to Exhibit 2.1 to the
October 8, 1996 among the Company, NFC Company's Current Report on Form 8-K dated
Acquisition Corporation, and Super Food November 22, 1996 (File No. 0-785).
Services, Inc.
3.1 Restated Certificate of Incorporation of Incorporated by reference to Exhibit 3.1 to the
the Company Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1985 (File
No. 0-785).
3.2 Amendment to Restated Certificate of Incorporated by reference to Exhibit 19.1 to the
Incorporation of the Company, effective Company's Quarterly Report on Form 10-Q for the
May 29, 1986 quarter ended October 4, 1986 (File No. 0-785).
3.3 Amendment to Restated Certificate of Incorporated by reference to Exhibit 4.5 to the
Incorporation of the Company, effective Company's Registration Statement on Form S-3
May 15, 1987 (File No. 33-14871).
3.4 Bylaws of the Company as amended, Incorporated by reference to Exhibit 3.4 to the
effective November 21, 1995 Company's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 (File
No. 0-785).
4.1 Stockholder Rights Agreement, dated Incorporated by reference to Exhibit 4 to the
February 13, 1996, between the Company and Company's Current Report on Form 8-K dated
Norwest Bank Minnesota, National February 13, 1996 (File No. 0-785).
Association
4.2 Indenture dated as of April 24, 1998 Incorporated by reference to Exhibit 4.2 to the
between the Company, the Guarantors, and Company's Registration Statement on Form S-4
U.S. Bank Trust National Association filed May 22, 1998 (File No. 333-53363).
4.3 Form of Company's 8.5% Senior Subordinated Incorporated by reference to Exhibit 4.2 to the
Notes due 2008 Series A Company's Quarterly Report on Form 10-Q for the
quarter ended June 20, 1998 (File No. 0-785).
4.4 Form of Company's 8.5% Senior Subordinated Incorporated by reference to Exhibit 4.3 to the
Notes due 2008 Series B Company's Quarterly Report on Form 10-Q for the
quarter ended June 20, 1998 (File No. 0-785).
4.5 First Supplemental Indenture dated as of Filed herewith.
June 10, 1999 between the Company, the
Subsidiary Guarantors, Erickson's
Diversified Corporation and U.S. Bank
Trust National Association
50
ITEM
NO. ITEM METHOD OF FILING
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10.1 Credit Agreement dated as of October 8, Incorporated by reference to Exhibit 10.2 to the
1996 among the Company, NFC Acquisition Company's Quarterly Report on Form 10-Q for the
Corp., Harris Trust and Savings Bank, as quarter ended October 5, 1996 (File No. 0-785).
Administrative Agent, and Bank of Montreal
and PNC Bank, N.A., as Co-Syndication
Agents ("Credit Agreement")
10.2 First Amendment to Credit Agreement dated Incorporated by reference to Exhibit 10.15 to the
as of December 18, 1996 Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996 (File
No. 0-785).
10.3 Second Amendment to Credit Agreement dated Incorporated by reference to Exhibit 10.16 to the
as of November 10, 1997 Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 (File
No. 0-785).
10.4 Third Amendment to the Credit Agreement Incorporated by reference to Exhibit 10.1 to the
dated as of March 24, 1998 Company's Quarterly Report on Form 10-Q for the
period ended March 28, 1998 (File No. 0-785).
10.5 Fourth Amendment to the Credit Agreement Incorporated by reference to Exhibit 10.37 to the
dated as of February , 1999 Company's Annual Report on Form 10-K for the
fiscal year ended January 2, 1999 (File
No. 0-785).
10.6 Fifth Amendment to the Credit Agreement Incorporated by reference to Exhibit 10.1 to the
dated as of May 28, 1999 Company's Quarterly Report on Form 10-Q for the
period ended October 9, 1999 (File No. 0-785).
10.7 Nash Finch Profit Sharing Plan--1994 Incorporated by reference to Exhibit 10.6 to the
Revision and Nash Finch Profit Sharing Company's Annual Report on Form 10-K for the
Trust Agreement (as restated effective fiscal year ended January 1, 1994 (File
January 1, 1994) No. 0-785).
10.8 Nash Finch Profit Sharing Plan--1994 Incorporated by reference to Exhibit 10.7 to the
Revision--First Declaration of Amendment Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File
No. 0-785).
10.9 Nash Finch Profit Sharing Plan--1994 Incorporated by reference to Exhibit 10.10 to the
Revision--Second Declaration of Amendment Company's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 (File
No. 0-785).
10.10 Nash Finch Profit Sharing Plan--1994 Incorporated by reference to Exhibit 10.22 to the
Revision--Third Declaration of Amendment Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 (File
No. 0-785).
10.11 Nash Finch Profit Sharing Plan--1994 Incorporated by reference to Exhibit 10.23 to the
Revision--Fourth Declaration of Amendment Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 (File
No. 0-785).
10.12 Nash Finch Profit Sharing Plan--1994 Incorporated by reference to Exhibit 10.24 to the
Revision--Fifth Declaration of Amendment Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998 (File
No. 0-785).
10.13 Nash Finch Executive Incentive Bonus and Incorporated by reference to Exhibit 10.7 to the
Deferred Compensation Plan (as amended and Company's Annual Report on Form 10-K for the
restated effective December 31, 1993) fiscal year ended January 1, 1994 (File
No. 0-785).
51
ITEM
NO. ITEM METHOD OF FILING
- --------------------- ---- ----------------
10.14 Excerpts from resolutions adopted by the Filed herewith.
Compensation Committee of the Board of
Directors on February 25, 2000 amending
the Nash Finch Executive Incentive Bonus
and Deferred Compensation Plan
10.15 Excerpts from minutes of the November 11, Incorporated by reference to Exhibit 10.9 to the
1986 meeting of the Board of Directors Company's Annual Report on Form 10-K for the
regarding Nash Finch Pension Plan, as fiscal year ended January 3, 1987 (File
amended, effective January 2, 1966 No. 0-785).
10.16 Excerpts from minutes of the November 21, Incorporated by reference to Exhibit 10.13 to the
1995 meeting of the Board of Directors Company's Annual Report on Form 10-K for the
regarding Nash Finch Pension Plan, as fiscal year ended December 30, 1995 (File
amended No. 0-785).
10.17 Excerpts from minutes of the April 9, Incorporated by reference to Exhibit 10.22 to the
1996 meeting of the Board of Directors Company's Annual Report on Form 10-K for the
regarding director compensation fiscal year ended December 28, 1996 (File
No. 0-785).
10.18 Excerpts from minutes of the November 19, Incorporated by reference to Exhibit 10.23 to the
1996 meeting of the Board of Directors Company's Annual Report on Form 10-K for the
regarding director compensation fiscal year ended December 28, 1996 (File
No. 0-785).
10.19 Excerpts from minutes of the November 17, Incorporated by reference to Exhibit 10.35 to the
1998 meeting of the Board of Directors Company's Annual Report on Form 10-K for the
regarding director compensation fiscal year ended January 2, 1999 (File
No. 0-785).
10.20 Excerpts from minutes of the February 22, Filed herewith.
2000 meeting of the Board of Directors
regarding director compensation
10.21 Form of Letter Agreement Specifying Incorporated by reference to Exhibit 10.20 to the
Benefits in the Event of Termination of Company's Annual Report on Form 10-K for the
Employment Following a Change in Control fiscal year ended December 29, 1990 (File
of Company No. 0-785).
10.22 Nash Finch Income Deferral Plan Incorporated by reference to Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994 (File
No. 0-785).
10.23 Nash Finch 1994 Stock Incentive Plan, as Incorporated by reference to Exhibit 10.2 to the
amended Company's Quarterly Report on Form 10-Q for the
period ended June 14, 1997 (File No. 0-785).
10.24 Nash Finch 1995 Director Stock Option Plan Incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the
period ended June 17, 1995 (File No. 0-785).
52
ITEM
NO. ITEM METHOD OF FILING
- --------------------- ---- ----------------
10.25 Nash Finch 1997 Non-Employee Director Incorporated by reference to Exhibit 10.1 to the
Stock Compensation Plan Company's Quarterly Report on Form 10-Q for the
period ended June 14, 1997 (File No. 0-785).
10.26 Nash Finch 1999 Employee Stock Purchase Filed herewith.
Plan
10.27 Nash Finch Supplemental Executive Filed herewith.
Retirement Plan
21.1 Subsidiaries of the Company Filed herewith.
23.1 Consent of Ernst & Young LLP Filed herewith.
27.1 Financial Data Schedule Filed herewith.
99.1 Risk Factors Filed herewith.
53