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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, 1994 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
(Address of principal 55440-0355
executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 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 21, 1994, 10,872,424 shares of Common Stock of the
Registrant were outstanding, and 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 System),
excluding outstanding shares deemed beneficially owned by directors and
officers, was approximately $180,162,300.
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Parts I, II and IV of this Annual Report on Form 10-K incorporate by
reference information (to the extent specific pages are referred to herein)
from the Registrant's Annual Report to Stockholders for the Year Ended January
1, 1994 (the "1993 Annual Report"). 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 May 10, 1994 (the "1994 Proxy Statement").
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PART I
ITEM 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS.
Nash Finch Company, a Delaware corporation organized in 1921 as the
successor to a business founded in 1885, has its principal executive offices
at 7600 France Avenue South, Edina, Minnesota 55435. Its telephone number is
(612) 832-0534. Unless the context otherwise indicates, the term "Company,"
as used in this Report, means Nash Finch Company and its consolidated
subsidiaries.
The Company is one of the largest food wholesalers in the United States,
serving approximately 700 affiliated and other independent retail supermarkets
as of January 1, 1994. In addition, the Company distributes food and related
products to approximately 5,000 convenience stores and other retail outlets
and institutional accounts, such as military base commissaries, restaurants,
schools and hospitals. No one customer accounts for a significant portion of
the Company's sales. The Company also operates and supplies, as of January 1,
1994, 102 Company-owned supermarkets and warehouse stores. The Company's
affiliated and Company-owned stores operate under a number of tradenames,
including ECONOFOODS-R-, FOOD BONANZA-R-, SUN MART-TM-, FAMILY THRIFT
CENTER-TM-, JACK & JILL-R-, ECONOMART-TM-, OUR FAMILY FOODS-R- and FOOD
PRIDE-R-. The Company's market areas are in 31 states in the Midwest, West,
Mid-Atlantic and Southeast and are serviced through 18 wholesale distribution
centers and two general merchandise warehouses. The Company packages, ships
and markets fresh produce from California and the country of Chile to a
variety of buyers across the United States, Canada and overseas.
In July 1993, the Company acquired a 16-store chain of supermarkets
operating in Iowa, western Illinois and northern Missouri, from an independent
retail store operator. In February 1994, the Company acquired a 23-store
chain of retail grocery stores operating in North Carolina (with one store in
South Carolina) from an independent retail store operator.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Financial information about the Company's business segments for the most
recent three fiscal years is contained on page 25 of the 1993 Annual Report
(Note 12 to Consolidated Financial Statements). For segment financial
reporting purposes, a portion of the operational profits of fourteen 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 1993, 35% of such
warehouse operational profits were allocated to retail operations.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
1. PRODUCTS SUPPLIED.
The Company distributes and sells 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 aids, tobacco products, paper products, cleaning
supplies and small household items. The Company primarily distributes and
sells nationally advertised brand 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. Many of the major suppliers of the Company are large companies.
The Company has no significant long-term purchase obligations and believes
that adequate and alternative sources of supply are available in most cases.
The Company also distributes and sells private label products using the
Company's own trademarks. A wide variety of grocery, dairy, package meat,
frozen foods, health and beauty care products, paper and household products,
beverages, and other packaged products are manufactured or processed by others
for the Company and sold under Company brand names.
2. DISTRIBUTION.
The Company distributes products to Company-owned supermarkets and
warehouse stores and to independent customers and military base commissaries
from 18 distribution centers, as of January 1, 1994, located in Minnesota (1),
Iowa (1), Kansas (1), Nebraska (2), Colorado (1), North Dakota (2), South
Dakota (2), Wisconsin (1), North Carolina (3), Virginia (2), Maryland (1) and
Georgia (1). The Company's distribution centers are located at strategic
points to efficiently serve Company-owned stores and independent customers.
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. The Company also distributes health
and beauty aids and general merchandise products from two separate warehouse
facilities, one in South Dakota and the other in North Carolina, and
distributes produce from a separate warehouse facility in North Carolina.
The distribution centers serve as central sources of supply for
Company-owned and independent stores and institutional customers within their
operating areas. The distribution centers maintain complete inventories
containing virtually every national brand grocery product sold in
supermarkets, together with a wide variety of high-volume private label items.
In addition, the distribution centers provide full lines of perishables,
including fresh meats and poultry, fresh fruits and vegetables, dairy and
delicatessen products and frozen foods. Retailers order their inventory
requirements at regular intervals through direct linkage with Company
computers. Deliveries 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 approximately 368 tractors, 613
semi-trailers and 230 small trucks and vans, 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 customers
are made on a cost-plus-fee basis, with the fee based on the type of commodity
and quantity purchased. Selling prices are changed promptly, based on the
latest cost information.
3. WHOLESALE OPERATIONS.
As of January 1, 1994, the Company distributed food products and non-food
items, on a wholesale basis, to approximately 700 affiliated and other
independent retail supermarkets and to approximately 5,000 convenience stores,
military base commissaries and other retail outlets and institutional
accounts. The Company's affiliated and other independent retail supermarkets
account for the major portion of the Company's wholesale sales. These are
primarily self-service supermarkets that carry a wide variety of grocery
products, health and beauty aids and general merchandise. Many stores also
have one or more specialty departments such as delicatessens, in-store
bakeries, restaurants, pharmacies and flower shops. The stores served by the
Company's
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wholesale operations range in size from small convenience stores to large
supermarkets containing approximately 50,000 square feet.
The Company offers its affiliated independent stores a broad range of
services, most of which are also made available to its other retailers.
Services offered include promotion, advertising and merchandising programs,
the installation of computerized ordering, receiving and scanning systems, the
establishment and supervision of computerized retail accounting, budgeting and
payroll systems, personnel management assistance and employee training,
consumer and market research, store development services and insurance
programs. The Company's retail counselors and other Company personnel advise
and counsel the affiliated independents, and directly provide many of the
above services. Separate charges are made for some of these services. Other
independent stores are charged for services on a negotiated basis. 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 develop a single
pattern for the services it provides, the Company has developed flexible
programs to serve the needs of most of its affiliated independents, whether
rural or urban, large or small.
The Company's assistance to its affiliated independent stores 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. The services provided include site selection,
marketing studies, building design, store layout and equipment planning and
procurement. The Company assists its retail customers in securing existing
supermarkets that are for sale from time to time in market areas serviced by
the Company and, occasionally, acquires existing stores for resale to
customers.
The Company also may provide financial assistance to independent
retailers it services, generally in connection with new store development and
the upgrading or expansion of existing stores. The Company makes secured
loans to some of its affiliated independent operators, 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, 1994, the Company had outstanding
$27,965,573 in such secured loans to 96 independent operators. 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 and sublease them to independent operators, at rates that are at
least as high as the rent paid by the Company.
4. RETAIL OPERATIONS.
As of January 1, 1994, the Company owned and operated 102 retail outlets,
including 57 supermarkets, 40 warehouse stores and 5 combination general
merchandise/food stores. The Company has devoted considerable resources in
recent years to acquire, construct, enlarge and modernize Company-owned
stores. Over the last several years, the Company has reduced (and expects to
continue to reduce) its number of smaller supermarkets. Concurrently with
such reductions, the Company seeks to add either larger conventional
supermarkets (at least 30,000 square feet) or warehouse stores (at least
45,000 square feet), as appropriate. The Company has implemented a number of
automated systems, including scanning and direct store delivery for its
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stores. These systems provide inventory control at delivery and checkout
points, reducing shrinkage and increasing labor efficiency.
The Company operates its 57 supermarkets principally under the names SUN
MART-TM-, EASTER FOODS-TM- and JACK & JILL-R-. These stores, of which the
Company leases 46 (the remainder are owned), range in size up to approximately
46,000 square feet. These stores are primarily self-service supermarkets that
carry a wide variety of grocery products, health and beauty aids and general
merchandise. Many stores also have one or more specialty departments such as
delicatessens, in-store bakeries, restaurants, pharmacies and flower shops.
The Company operates 40 warehouse stores principally under the names
ECONOFOODS-R- and FOOD BONANZA-R-. These stores, 13 of which the Company owns
(the remainder are leased), range in size up to approximately 73,000 square
feet. The Company's warehouse stores have evolved since the first was opened
in 1964. The early concept emphasized low prices, limited product selection
and none of the standard supermarket services such as bagging, carry-out,
trading stamps or other promotions. Today's new and expanded warehouse 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 aids, all at lower prices, and specialty departments such as
delicatessens, in-store bakeries, pharmacies, banks and floral and video
departments. These stores appeal to quality and price-conscious customers who
want national brands, broad selection, and availability of convenience foods,
but are willing, in some cases, to forgo standard supermarket services. The
stores are able to offer lower prices due to increased business volume as well
as the limited services available.
The Company also operates five combination general merchandise/food
stores principally under the name FAMILY THRIFT CENTER-TM-. These stores, two
of which the Company leases (the other three are owned), range in size up to
approximately 70,000 square feet. In addition to traditional supermarket food
departments, these stores have expanded general merchandise and health and
beauty aid departments and pharmacies, and some also have sit-down
restaurants, full-service floral departments and book departments.
5. PRODUCE MARKETING OPERATIONS.
Through a wholly owned subsidiary, Nash-DeCamp Company, the Company
grows, packs, ships and markets fresh fruits and vegetables from locations in
California and the country of Chile to customers across the United States and
Canada, and also overseas. For regulatory reasons, the amount of business
between Nash-DeCamp Company and the Company is limited. The Company owns and
operates four modern packing, shipping and/or cold storage facilities that
ship fresh grapes, citrus, plums, peaches, nectarines, apricots, pears,
persimmons, kiwi fruit and other products. The Company also acts as marketing
agent for other packers of fresh produce in California and in the country of
Chile. For the above services, the Company receives, in addition to a selling
commission, a fee for packing, handling and shipping produce. The Company
also owns vineyards and orchards for the production of table grapes, tree
fruit, kiwi and citrus.
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6. COMPETITION.
All segments of the Company's business are highly competitive. The
Company competes directly at the wholesale level with a number of wholesalers
that supply independent retailers, including "cooperative" wholesalers that
are owned by their retail customers and "voluntary" 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. The Company also competes indirectly with the warehouse and
distribution operations of the large integrated chains, which consist of
single entities owning both wholesale and retail operations. At the wholesale
level, the principal methods of competition are location of distribution
centers and the services offered to independent retailers, such as store
financing and use of store names. 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 competes on the retail level in a fragmented market with many
organizations of various sizes, ranging from national chains and voluntary or
cooperative groups to local chains and privately-owned unaffiliated stores.
Depending on the product and location involved, the principal methods of
competition at the retail level include price, service, quality, display,
selection and store location.
The Company competes directly in its produce marketing operations with a
large number of other firms that pack, ship and market produce, and competes
indirectly with larger, integrated firms that grow, pack, ship and market
produce. The principal methods of competition in this segment are service
provided to growers and the ability to sell produce at the most favorable
prices.
7. EMPLOYEES.
As of January 1, 1994, the Company employed approximately 11,900 persons
(approximately 6,000 full-time and 5,900 part-time).
ITEM 2. PROPERTIES.
The principal executive offices of the Company are located in Edina,
Minnesota, and consist of approximately 68,000 square feet of office space.
5
The locations and sizes of the Company's distribution centers, as of
January 1, 1994, are as follows (all of which are owned, except as indicated):
Approx. Size
Location (Square Feet)
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Midwest/West:
*Denver, Colorado.................. 301,800
Cedar Rapids, Iowa................ 351,900
Liberal, Kansas................... 177,000
St. Cloud, Minnesota.............. 325,100
Grand Island, Nebraska............ 177,700
Lincoln, Nebraska................. 226,000
Fargo, North Dakota............... 288,800
Minot, North Dakota............... 185,200
Rapid City, South Dakota.......... 186,600
Sioux Falls, South Dakota......... 173,100
*Sioux Falls, South Dakota
(general merchandise warehouse). 79,300
Appleton, Wisconsin............... 430,900
Southeast:
Macon, Georgia................... 247,700
* Baltimore, Maryland.............. 215,000
(includes 60,000 square feet of
refrigerated warehouse space
located in Jessup, Maryland)
* Hickory, North Carolina.......... 120,500
(general merchandise warehouse)
* Lumberton, North Carolina........ 256,600
(includes produce warehouse of
16,100 square feet located
in Wilmington, North Carolina)
* Newton, North Carolina........... 208,900
* Rocky Mount, North Carolina...... 201,800
Bluefield, Virginia.............. 197,700
* Chesapeake, Virginia............. 233,300
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Total square feet................ 4,584,900
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* Leased facility (excluding produce warehouse in Wilmington, North Carolina,
which is owned).
The distribution center facilities are leased for varying terms, all with
remaining terms of less than 20 years. Total rent in fiscal 1993 for the
leased facilities was $2,568,000.
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The following table shows the number and aggregate size of Company-owned and
operated supermarkets and warehouse stores operated at January 1, 1994:
*Supermarkets:
Number of Stores................62
Total Square Feet........1,601,000
Warehouse stores:
Number of Stores................40
Total Square Feet........1,658,000
Totals:
Number of Stores...............102
Total Square Feet........3,259,000
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* Includes 5 combination general merchandise/food stores.
The Company leases 48 of its supermarket and combination general
merchandise/food store buildings (the remainder are owned), which range in
size up to approximately 70,000 square feet. The Company also leases 27 of
its warehouse store buildings, which range in size up to approximately 73,000
square feet. These leases are for varying terms, primarily under 20 years.
The total rent in fiscal 1993 for store buildings was $7,994,000.
Further information about the lease obligations of the Company is given
in Note 8 to Consolidated Financial Statements on page 24 of the 1993
Annual Report, incorporated herein by reference.
Nash-DeCamp Company, a wholly owned subsidiary of the Company, owns and
operates four packing, shipping and/or cold storage facilities in California
in connection with its produce marketing operations, with total space of
approximately 184,500 square feet. Its executive offices, comprising
approximately 8,000 square feet, are in leased premises located in Visalia,
California. In addition, the Company owns approximately 800 acres for the
production of table grapes, 40 acres for the production of kiwi fruit, 820
acres for the production of peaches, plums, apricots and nectarines, and 255
acres for the production of citrus. These vineyards and orchards are located
in the San Joaquin Valley of California.
The Company makes a continuing effort to keep all of its properties and
facilities modern, efficient and adequate for its operational needs, through
the acquisition, disposition, expansion and improvement of such properties and
facilities. As a result, the Company believes that its properties and
facilities are, on an aggregate basis, fully utilized and adequate for the
conduct of its business.
ITEM 3. LEGAL PROCEEDINGS.
On August 31, 1993 one of the Company's customers, Paintsville Foods,
Inc. (the "Debtor"), filed a Chapter 11 bankruptcy petition in the United
States Bankruptcy Court for the Eastern District of Kentucky. The Company has
filed a plan of reorganization in this case that seeks approval of a bidding
procedure to sell the assets of the Debtor. As of March 25, 1994, the plan of
reorganization has not been approved by the court. For the fiscal year
ended January 1, 1994,
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the Company's increased provision for bad debts included $5,030,000 relating
to this bankruptcy proceeding. There are no other pending or threatened
material legal proceedings to which the Company or any of its subsidiaries is
a party.
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 1, 1994 are as follows:
Year First Elected
or Appointed as an
Name (Age) Executive Officer Title
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Harold B. Finch, Jr.(66) 1972 Chairman of the Board and Chief
Executive Officer
Alfred N. Flaten, Jr.(59) 1991 President and Chief Operating
Officer
Robert F. Nash (60) 1974 Vice President and Treasurer
Norman R. Soland (53) 1986 Vice President, Secretary and
General Counsel
David W. Bell (49) 1990 Vice President, Corporate Retail
Operations
Charles F. Ramsbacher (51) 1991 Vice President, Marketing
Clarence T. Walters (57) 1988 Vice President, Management
Information Systems
Steven L. Lumsden (48) 1992 Vice President, Warehouse and
Transportation
Gerald D. Maurice (60) 1993 Vice President, Store
Development
Lawrence A. Wojtasiak (48) 1990 Controller
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. Except as indicated below, there has been no
change in position of any of the executive officers during the last five
years.
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Mr. Flaten's election as President and Chief Operating Officer was
effective in November 1991. He had been elected Executive Vice President,
Sales and Operations of Nash Finch in February 1991. He was previously an
operating officer, having served as Vice President, Corporate Retail
Operations from January 1989 to February 1991.
Mr. Bell was elected Vice President, Corporate Retail Operations in May
1991, having previously served as Vice President, Marketing from May 1990 to
May 1991, and Director of Marketing from February 1990 to May 1990. Mr. Bell
was previously employed by Shoprite Supermarkets, Inc., an operator of retail
grocery stores, as Executive Vice President, Merchandising and Operations from
1989 to 1990, and as Vice President and General Manager from 1987 to 1989.
Mr. Ramsbacher was elected Vice President, Marketing in May 1991, having
previously served as operating Vice President, Iowa Division from May 1990 to
May 1991, and Iowa Division Manager from August 1988 to May 1990.
Mr. Lumsden was elected Vice President, Warehouse and Transportation in
May 1992, having previously served as Director, Warehouse and Transportation
from May 1990 to May 1992, and Manager, Distribution Center Operations from
September 1987 to May 1990.
Mr. Maurice was elected Vice President, Store Development in May 1993,
having previously served as operating Vice President, Central Division for
more than five years.
Mr. Wojtasiak was elected Controller in May 1990. He was previously
employed by The Diana Corporation, a diversified holding company, as a special
project coordinator from July 1988 to April 1990.
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information under the caption "Price Range of Common Stock and
Dividends" on page 15 of the Company's 1993 Annual Report is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The financial information under the caption "Consolidated Summary of
Operations" on pages 26 and 27 of the Company's 1993 Annual Report is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 14 and 15 of the
Company's 1993 Annual Report is incorporated herein by reference.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's Consolidated Financial Statements and the report of its
independent auditors on pages 16-25 of the Company's 1993 Annual Report are
incorporated herein by reference, as is the unaudited information set forth
under the caption "Quarterly Financial Information" on page 15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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 1994 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 "Executive Compensation and Other
Benefits--Compliance with Section 16(a) of the Exchange Act" in the Company's
1994 Proxy Statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the captions "Election of Directors--Director
Compensation" and "Executive Compensation and Other Benefits" in the Company's
1994 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "Principal Stockholders and Beneficial
Ownership of Management" in the Company's 1994 Proxy Statement is incorporated
herein by reference.
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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 1994 Proxy
Statement is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS:
The following Financial Statements are incorporated herein by
reference from the pages indicated in the Company's 1993 Annual Report:
Independent Auditors' Report -- page 16
Consolidated Statements of Earnings for the years ended January 1,
1994, January 2, 1993 and December 28, 1991 -- page 16
Consolidated Statements of Cash Flows for the years ended January
1, 1994, January 2, 1993 and December 28, 1991 -- page 17
Consolidated Balance Sheets as of January 1, 1994 and January 2,
1993 -- pages 18 and 19
Consolidated Statements of Stockholders' Equity for the years
ended January 1, 1994, January 2, 1993 and December 28, 1991 -- page 20
Notes to Consolidated Financial Statements -- pages 20-25
2. FINANCIAL STATEMENT SCHEDULES:
The following financial statement schedules and auditors' report
thereon are included herein and should be read in conjunction with the
consolidated financial statements referred to above (page numbers refer
to pages in this Report):
Page
----
Independent Auditors' Report on Consolidated Financial
Statement Schedules.............................................. 14
Financial Statement Schedules:
V. Property, Plant and Equipment, and Assets Under
Capitalized Leases......................................... 15
11
VI. Accumulated Depreciation and Amortization of
Property, Plant and Equipment, and Assets
Under Capitalized Leases................................... 16
VIII. Valuation and Qualifying Accounts.......................... 17
IX. Short-Term Borrowings...................................... 18
All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.
3. Exhibits:
The exhibits to this Report are listed in the Exhibit Index on pages 20
to 24 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 21, 1994,
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):
A. Nash Finch Profit Sharing Plan -- 1994 Revision and Nash Finch
Profit Sharing Trust Agreement (as restated effective January
1, 1994) (filed herewith as Exhibit 10.6).
B. Nash Finch Executive Incentive Bonus and Deferred Compensation
Plan (as amended and restated effective December 31, 1993)
(filed herewith as Exhibit 10.7).
C. Excerpt from minutes of the Board of Directors regarding Nash
Finch Pension Plan, as amended (incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 3, 1987 (File No. 0-785)).
D. Nash Finch 1988 Long-Term Stock Incentive Plan (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 2, 1988 (File No.
0-785)).
E. Amendment to 1988 Long-Term Stock Incentive Plan (incorporated
by reference to Exhibit 28.2 to the Company's Registration
Statement on Form S-8 (File No. 33-26590)).
F. Letter agreement, dated June 12, 1979, between Nash Finch and
Donald R. Miller (incorporated by reference to Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1983 (File No. 0-785)).
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G. Excerpts from minutes of the Board of Directors regarding
director compensation (filed herewith as Exhibit 10.14).
H. Form of Director Fee Deferral Agreement (incorporated by
reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1990 (File No.
0-785)).
I. 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)).
J. Nash Finch Company Income Deferral Plan (filed herewith as
Exhibit 10.17).
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter of the
fiscal year covered by this Report.
13
INDEPENDENT AUDITORS' REPORT ON
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The Board of Directors
Nash Finch Company:
Under date of March 1, 1994, we reported on the consolidated balance sheets of
Nash Finch Company and subsidiaries as of January 1, 1994 and January 2, 1993
and the related consolidated statements of earnings, stockholders' equity and
cash flows for each of the years in the three-year period ended January 1,
1994, as contained in the 1993 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1993. In connection
with our audits of the aforementioned consolidated financial statements, we
have also audited the related consolidated financial statement schedules as
listed in the accompanying index. These financial statement schedules are the
responsibility of Company management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits.
In our opinion, the related financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick
Minneapolis, Minnesota
March 1, 1994
14
NASH FINCH COMPANY and SUBSIDIARIES Schedule V
Property, Plant and Equipment, and Assets Under Capitalized Leases
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
(In thousands)
Classification
- --------------------------------- Balance at Additions
Property, plant and equipment beginning Additions due to Retirements Other changes Balance at
- --------------------------------- of year at cost acquisitions and sales add (deduct) end of year
--------- --------- ------------ --------- ------------- -----------
52 weeks ended December 28, 1991:
Land $ 20,337 2,628 804 22,161
Buildings and improvements 80,278 2,024 2,675 8,511 (a) 88,197
101 (c)
(42)(b)
Furniture, fixtures and equipment 175,692 17,716 8,157 4,258 (a) 189,551
42 (b)
Leasehold improvements 22,509 477 477 2,658 (a) 25,066
(101)(c)
Construction in progress 5,725 13,991 415 (15,427)(a) 3,874
--------- ------- ------- -------- -------
$ 304,541 36,836 12,528 -- 328,849
--------- ------- ------- -------- -------
--------- ------- ------- -------- -------
53 weeks ended January 2, 1993:
Land $ 22,161 4,323 2,067 24,417
Buildings and improvements 88,197 6,093 5,517 10,606 (a) 100,772
1,393 (c)
Furniture, fixtures and equipment 189,551 14,884 3,316 10,721 3,680 (a) 199,420
(1,290)(c)
Leasehold improvements 25,066 568 638 (103)(c) 25,596
703 (a)
Construction in progress 3,874 17,123 354 (14,989)(a) 5,654
--------- ------- ------- ------- -------- -------
328,849 42,991 3,316 19,297 -- 355,859
--------- ------- ------- ------- -------- -------
--------- ------- ------- ------- -------- -------
52 weeks ended January 1, 1994:
Land $ 24,417 673 784 1,283 2,061 (a) 26,652
Buildings and improvements 100,772 2,547 3,090 5,114 784 (c) 105,650
3,571 (a)
Furniture, fixtures and equipment 199,420 18,972 4,701 14,242 1,105 (a) 209,172
(784)(c)
Leasehold improvements 25,596 635 1,618 2,353 520 (a) 26,016
Construction in progress 5,654 13,555 6,038 (7,257)(a) 5,914
--------- ------- ------- ------- -------- -------
$ 355,859 36,382 10,193 29,030 -- 373,404
--------- ------- ------- ------- -------- -------
--------- ------- ------- ------- -------- -------
Assets under capitalized leases
- -------------------------------
52 weeks ended December 28, 1991:
Buildings and improvements $ 5,507 -- -- -- 5,507
--------- ------- ------- -------- -------
--------- ------- ------- -------- -------
53 weeks ended January 2, 1993:
Buildings and improvements $ 5,507 -- 1,748 -- 3,759
--------- ------- ------- -------- -------
--------- ------- ------- -------- -------
52 weeks ended January 1, 1994:
Buildings and improvements $ 3,759 5,451 -- -- 9,210
--------- ------- ------- -------- -------
--------- ------- ------- -------- -------
(a) Construction in progress transferred (to) from other property accounts.
(b) Elimination and reclassification entries.
(c) Transfers of equipment between classifications.
15
NASH FINCH COMPANY and SUBSIDIARIES Schedule VI
Accumulated Depreciation and Amortization of Property,
Plant and Equipment, and Assets Under Capitalized Leases
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
(In thousands)
Balance at Charged to Additions
beginning costs and due to Retirements Other changes Balance at
Description of year expenses acquisitions and sales add (deduct) end of year
--------------------------------- ----------- ---------- ------------ ----------- ------------- -----------
Property, plant and equipment
-----------------------------
52 weeks ended December 28, 1991:
Buildings and improvements $ 21,490 3,213 622 53 (a) 24,134
Furniture, fixtures and equipment 117,180 20,572 7,389 10 (a) 130,373
Amortization of leasehold 9,769 1,835 273 (63)(a) 11,268
---------- -------- ------- ----- --------
$ 148,439 25,620 8,284 -- 165,775
---------- -------- ------- ----- --------
---------- -------- ------- ----- --------
53 weeks ended January 2, 1993:
Buildings and improvements $ 24,134 3,853 605 61 (a) 27,443
Furniture, fixtures and equipment 130,373 20,779 10,049 141,103
Amortization of leasehold 11,268 1,912 552 (61)(a) 12,567
---------- -------- ------- ----- --------
$ 165,775 26,544 11,206 -- 181,113
---------- -------- ------- ----- --------
---------- -------- ------- ----- --------
52 weeks ended January 1, 1994:
Buildings and improvements $ 27,443 4,829 1,117 2,798 (a) 33,953
Furniture, fixtures and equipment 141,103 20,477 13,320 (2,287)(a) 145,973
Amortization of leasehold 12,567 1,989 1,158 (511)(a) 12,887
---------- -------- ------- ----- --------
$ 181,113 27,295 15,595 -- 192,813
---------- -------- ------- ----- --------
---------- -------- ------- ----- --------
Assets under capitalized leases
-------------------------------
52 weeks ended December 28, 1991:
Buildings and improvements $ 4,532 218 -- -- 4,750
---------- -------- ------- ----- --------
---------- -------- ------- ----- --------
53 weeks ended January 2, 1993:
Buildings and improvements $ 4,750 225 1,748 -- 3,227
---------- -------- ------- ----- --------
---------- -------- ------- ----- --------
52 weeks ended January 1, 1994:
Buildings and improvements $ 3,227 310 -- -- 3,537
---------- -------- ------- ----- --------
---------- -------- ------- ----- --------
(a) Transfers of equipment between classifications.
16
NASH FINCH COMPANY and SUBSIDIARIES Schedule VIII
Valuation and Qualifying Accounts
Fiscal years ended Janaury 1, 1994, January 2, 1993 and December 28, 1991
(In thousands)
Additions
--------------------------- Charged
Balance at Charged to (credited) Balance
beginning costs and Due to to other at end
Description of year expenses acquisitions accounts Deductions of year
- ----------------------------------------- ---------- ---------- ------------ -------- ---------- -------
52 weeks ended December 28, 1991:
Allowance for doubtful receivables (d) $4,534 1,430 -- 124 (a) 938 (b) 5,150
Provision for losses relating to
leases on closed locations 2,526 514 -- 351 (c) 1,877 1,514
---------- ---------- ------------ -------- ---------- -------
$7,060 1,944 -- 475 2,815 6,664
---------- ---------- ------------ -------- ---------- -------
---------- ---------- ------------ -------- ---------- -------
53 weeks ended January 2, 1993:
Allowance for doubtful receivables (d) $5,150 3,668 -- (4,000) (e) 1,316 (b) 3,554
52 (a)
Provision for losses relating to
leases on closed locations 1,514 316 -- 178 (c) 1,341 667
---------- ---------- ------------ -------- ---------- -------
$6,664 3,984 -- (3,770) 2,657 4,221
---------- ---------- ------------ -------- ---------- -------
---------- ---------- ------------ -------- ---------- -------
52 weeks ended January 1, 1994:
Allowance for doubtful receivables (d) $3,554 10,146 -- (3,123) (e) 2,146 (b) 8,522
91 (a)
Provision for losses relating to
leases on closed locations 667 583 -- 677 (c) 1,759 168
---------- ---------- ------------ -------- ---------- -------
$4,221 10,729 -- (2,355) 3,905 8,690
---------- ---------- ------------ -------- ---------- -------
---------- ---------- ------------ -------- ---------- -------
(a) Recoveries on accounts previously charged off.
(b) Accounts charged off.
(c) Change in current portion shown as current liability.
(d) Includes current and non-current receivables.
(e) Reserve for estimated losses on notes sold
reclassified to other current liability,
as to which the Company is contingently liable.
17
NASH FINCH COMPANY and SUBSIDIARIES Schedule IX
Short-term Borrowings
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
(Dollar amounts in thousands)
Maximum Average Weighted
Weighted amount daily amount daily average
Balance average oustanding outstanding interest rate
Category of aggregate at end of interest during the during the during the
short-term borrowings period rate period period period
- ------------------------------------------ --------- -------- ---------- ------------ -----------
52 weeks ended December 28, 1991:
Payable to banks for borrowings $ 7,600 5.02 $ 19,000 $ 3,873 6.1
53 weeks ended January 2, 1993:
Payable to banks for borrowings $ 47,500 3.7 $ 51,500 $ 27,748 4.1
52 weeks ended January 1, 1994:
Payable to banks for borrowings $ 38,300 3.4 $ 56,400 $ 43,234 3.4
18
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, 1994 NASH-FINCH COMPANY
By/s/Harold B. Finch, Jr.
-----------------------
Harold B. Finch, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on March 30, 1994 by the following persons on
behalf of the Registrant and in the capacities indicated.
/s/Harold B. Finch, Jr. /s/Alfred N. Flaten, Jr.
- ------------------------------------ ------------------------------------
Harold B. Finch, Jr., Chairman of the Alfred N. Flaten, Jr., President,
Board,Chief Executive Officer (Principal Chief Operating Officer and Director
Executive Officer) and Director
/s/Robert F. Nash /S/Lawrence A. Wojtasiak
- ---------------------------- ------------------------------------
Robert F. Nash, Vice President and Lawrence A. Wojtasiak, Controller
Treasurer (Principal Financial Officer) (Principal Accounting Officer)
and Director
/s/Carole F. Bitter /s/Richard A. Fisher
- ---------------------------- ------------------------------------
Carole F. Bitter, Director Richard A. Fisher, Director
/s/Allister P. Graham /s/John H. Grunewald
- ---------------------------- ------------------------------------
Allister P. Graham, Director John H. Grunewald, Director
/s/Richard G. Lareau /s/Russell N. Mammel
- ---------------------------- ------------------------------------
Richard G. Lareau, Director Russell N. Mammel, Director
/s/Donald R. Miller /s/Jerome O. Rodysill
- ---------------------------- ------------------------------------
Donald R. Miller, Director Jerome O. Rodysill, Director
/s/Arthur C. Wangaard, Jr.
- ----------------------------
Arthur C. Wangaard, Jr., Director
19
NASH FINCH COMPANY
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended January 1, 1994
Item
No. Item Method of Filing
- ---- ---- ----------------
3.1 Restated Certificate of
Incorporation of Nash
Finch.................... Incorporated by reference to Exhibit 3.1
to the 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 Incorporation
of the Company, effective
May 29, 1986............. Incorporated by reference to Exhibit 19.1
to the Company's Quarterly Report on Form
10-Q for the quarter ended October 4, 1986
(File No. 0-785)
3.3 Amendment to Restated
Certificate Incorporation
of the Company, effective
May 15, 1987............. Incorporated by reference to Exhibit 4.5
to the Company's Registration Statement on
Form S-3 (File No. 33-14871)
3.4 Bylaws of the Company.... Incorporated by reference to Exhibit 3.3
to the Company's Annual Report on Form
10-K for the fiscal year ended December
31, 1983 (File No. 0-785)
3.5 Amendment to Bylaws of
the Company, effective
November 12, 1985........ Incorporated by reference to Exhibit 3.3
to the Company's Annual Report on Form
10-K for the fiscal year ended December
28, 1985 (File No. 0-785)
3.6 Amendment to Bylaws of
the Company, effective
May 13, 1986............. Incorporated by reference to Exhibit 19.2
to the Company's Quarterly Report on Form
10-Q for the Quarter ended October 4, 1986
(File No. 0-785)
20
Item
No. Item Method of Filing
- ---- ---- ----------------
3.7 Amendment to Bylaws of the
Company, effective
May 12, 1987............. Incorporated by reference to Exhibit 4.9
to the Company's Registration Statement on
Form S-3 (File No. 33-14871)
4.1 Specimen Form of the
Company's Common Stock
Certificate.............. Incorporated by reference to Exhibit 4.1
to the Company's Annual Report on Form
10-K for the fiscal year ended December
30, 1989 (File No. 0-785).
4.2 Amended and Restated
Stockholder Rights
Agreement, dated
January 18, 1990, between
the Company and Norwest
Bank Minnesota,
National Association..... Incorporated by reference to Exhibit 1 to
the Company's Amendment to Application or
Report on Form 8 dated January 18, 1990
(File No. 0-785)
10.1 Note Agreement, dated
August 1, 1986, between the
Company and Nationwide Life
Insurance Company........ Incorporated by reference to Exhibit 19.3
to the Company's Quarterly Report on Form
10-Q for the quarter ended October 4, 1986
(File No. 0-785)
10.2 Note Agreements, dated
September 15, 1987, between
the Company and IDS Life
Insurance Company, and
between the Company and IDS
Life Insurance Company of
New York................. Incorporated by reference to Exhibit 19.1
to the Company's Quarterly Report on Form
10-Q for the quarter ended October 10,
1987 (File No. 0-785)
21
Item
No. Item Method of Filing
- ---- ---- ----------------
10.3 Note Agreements, dated
September 29, 1989,
between the Company
and Nationwide Life
Insurance Company, and
between the Company and
West Coast Life
Insurance Company........ Incorporated by reference to Exhibit 19.1
to the Company's Quarterly Report on Form
10-Q for the quarter ended October 7, 1989
(File No. 0-785)
10.4 Note Agreements dated
March 22, 1991, between the
Company and The Minnesota
Mutual Life Insurance
Company, and between the
Company and The Minnesota
Mutual Life Insurance
Company - Separate
Account F................ Incorporated by reference to Exhibit 19.1
to the Company's Quarterly Report on Form
10-Q for the quarter ended March 23, 1991
(File No. 0-785)
10.5 Note Agreements, dated as of
February 15, 1993 between
the Company and Principal
Mutual Life Insurance Company,
and between the Company and
Aid Association for
Lutherans................ Incorporated by reference to Exhibit 19.1
to the Company's Quarterly Report on Form
10-Q for the quarter ended March 27, 1993
(File No. 0-785).
10.6 Nash Finch Profit Sharing
Plan--1994 Revision and
Nash Finch Profit Sharing
Trust Agreement (as
restated effective
January 1, 1994)......... Filed herewith
10.7 Nash Finch Company Executive
Incentive Bonus and
Deferred Compensation Plan
(as amended and restated
effective December 31,
1993).................... Filed herewith
22
Item
No. Item Method of Filing
- ---- ---- ----------------
10.8 Excerpts from Minutes of
Board of Directors
regarding Nash Finch
Company Pension Plan,
as amended effective
January 2, 1966.......... Incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form
10-K for the fiscal year ended January 3,
1987 (File No. 0-785)
10.9 Nash-Finch Company 1988
Long-Term Stock Incentive
Plan, effective
May 10, 1988............. Incorporated by reference to Exhibit 10.14
to the Company's Annual Report on Form
10-K for the fiscal year ended January 2,
1988 (File No. 0-785)
10.10 Amendment to 1988 Long-
Term Stock Incentive Plan,
effective December 22,
1988..................... Incorporated by reference to Exhibit 28.2
to the Company's Registration Statement on
Form S-8 (File No. 33-26590)
10.11 Form of Stock Option
Agreement under
1988 Long-Term Stock
Incentive Plan........... Incorporated by reference to Exhibit 10.12
to the Company's Annual Report on Form
10-K for the fiscal year ended December
31, 1988 (File No. 0-785)
10.12 Form of Restricted Stock
Award Agreement under
1988 Long-Term Stock
Incentive Plan........... Incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form
10-K for the fiscal year ended December
31, 1988 (File No. 0-785)
10.13 Letter Agreement, dated
June 12, 1979, between the
Company and Donald R.
Miller................... Incorporated by reference to Exhibit 10.8
to the Company's Annual Report on Form
10-K for the fiscal year ended December
31, 1983 (File No. 0-785)
23
Item
No. Item Method of Filing
- ---- ---- ----------------
10.14 Excerpts from Board minutes
regarding director
compensation............. Filed herewith
10.15 Form of Director Fee
Deferral Agreement....... Incorporated by reference to Exhibit 10.19
to the Company's Annual Report on Form
10-K for the fiscal year ended December
29, 1990 (File No. 0-785)
10.16 Form of Letter Agreement
Specifying Benefits in the
Event of Termination of
Employment Following a
Change in Control of the
Company................... 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)
10.17 Nash Finch Company
Income Deferral Plan...... Filed herewith
13.1 1993 Annual Report to
Stockholders (selected
portions of pages 14-27)... Filed herewith
21.1 Subsidiaries of the
Registrant................ Filed herewith
23.1 Independent Auditors'
Consent................... Filed herewith
24