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EX-99 - EXHIBIT 99.1 - NASH FINCH COexhibit991.htm





 Washington, D.C. 20549







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



Date of Report (Date of Earliest Event Reported): November 15, 2012



Nash-Finch Company

(Exact name of Registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


File Number)


(I.R.S. Employer
Identification No.)



7600 France Avenue South, Minneapolis, Minnesota



(Address of principal executive offices)


(Zip Code)



Registrant’s telephone number, including area code:  (952) 832-0534



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


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

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

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

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










Item 2.02.       Results of Operations and Financial Condition.


            On November 15, 2012, Nash-Finch Company (“Nash Finch”) issued a press release announcing its results for the sixteen weeks ended October 6, 2012.  The press release by which these results were announced is furnished herewith as Exhibit 99.1.


            The press release (including the schedules attached thereto) includes six financial measures that are considered “non-GAAP” financial measures for purposes of the SEC’s Regulation G – Adjusted Consolidated EBITDA, Adjusted EPS, Consolidated EBITDA, Total Leverage Ratio, Organic Revenue Growth, Consolidated EBITDA Margin, Trailing Four Quarter Free Cash Flow to Net Assets and Trailing Four Quarter Free Cash Flow to Net Assets Excluding Strategic Projects.  Each of these financial measures is defined in the press release and, as required by Regulation G, Nash Finch has disclosed in the press release information regarding the GAAP financial measures which are most directly comparable to each of these non-GAAP financial measures, and reconciling information between the GAAP and non-GAAP financial measures.  Relevant reconciling information is also provided on the “Investor Relations” portion of our website, under the caption “Presentations – Supplemental Financial Information.”

            These non-GAAP financial measures are included in the press release because Nash Finch management believes that these measures provide useful information to investors because of their importance to the measurement of operating performance and is a metric used to determine payout of performance units pursuant to our Short-Term and Long-Term Incentive Plans.  The Company also believes investors find the information useful because it reflects the resources available for strategic investments including, for example, capital needs of the business, strategic acquisitions and debt service.


Item 5.02         Appointment of Principal Officers. 


            The Company has appointed Peter O'Donnell as its Chief Accounting Officer/Controller effective as of November 12, 2012. Mr. O'Donnell, age 53, is currently Vice President and Controller of the Company. In this new role, Mr. O’Donnell will continue to oversee all internal controls for the Company’s accounting systems and processes in addition to managerial report preparation, general accounting, payroll, accounts payable, accounts receivable and income tax accounting. He is also responsible for directing the consolidation of the Company’s financial and operational statements and public company reporting. When Mr. O’Donnell joined Nash Finch in 2007, he had more than 30 years of finance experience having held leadership positions at Shopko, Borders Group and Ernst & Young. Peter holds a Masters in Business Administration degree in Finance from The Wharton School, a Bachelor of Science degree in Accounting from the University of Missouri – Columbia and is a Certified Public Accountant (inactive).


Item 5.02         Departure of Directors or Certain Officers.

            Sam K. Duncan, a director of the Company, has resigned as a director effective November 14, 2012 to pursue other business interests.



Item 9.01.       Financial Statements and Exhibits.


            (c)        Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K:


            Exhibit No.                  Description 


99.1                             Press Release issued by the registrant, dated November 15, 2012.









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







Date: November 15, 2012


/s/ Robert B. Dimond




Robert B. Dimond




Executive Vice President and




Chief Financial Officer












Exhibit No.      Description                                                                                        Method of Filing


99.1                 Press Release, issued by the Registrant, dated November 15, 2012       Furnished herewith