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8-K - FORM 8-K - NASH FINCH COform8k.htm

Exhibit 99.1

 

 

Nash Finch Reports Fourth Quarter and Fiscal 2012 Results

Adjusted EPS1 of $0.49 for Fourth Quarter and $3.03 for Fiscal 2012

           

MINNEAPOLIS (February 28, 2013) — Nash Finch Company (NASDAQ: NAFC), one of the leading food distribution companies in the United States, today announced financial results for the twelve weeks (fourth quarter) and fiscal year ended December 29, 2012.

 

Financial Results

           

Total Company sales for the fourth quarter 2012 were $1.136 billion compared to $1.148 billion in the prior-year quarter, a decrease of 1.1%.  The acquisition of eighteen No Frills® stores during the third quarter of 2012 and twelve Bag ‘N Save® stores during the second quarter of 2012 contributed to a net increase in total Company sales of $35.4 million.  After adjusting for these acquisitions, total Company fourth quarter comparable sales decreased 4.1% relative to the prior year period.  For Fiscal 2012 sales were $4.821 billion compared to $4.855 billion in the prior-year, a decrease of 0.7%.  The acquisitions of the No Frills® and Bag ‘N Save® stores contributed to a net increase in total Company sales of $95.6 million.  After adjusting for these acquisitions, total Company Fiscal 2012 comparable sales decreased 2.4% relative to the prior year period.

 

Adjusted Consolidated EBITDA2 was $26.5 million, or 2.3% of sales in the fourth quarter of 2012 as compared to $34.6 million, or 3.0% of sales in the fourth quarter of 2011.  Consolidated EBITDA3 was adjusted to exclude the impact of significant items totaling $3.9 million and $1.2 million in the fourth quarter 2012 and 2011, respectively.  Including the impact of significant items, Consolidated EBITDA for the fourth quarter 2012 was $22.6 million, or 2.0% of sales, as compared to $33.4 million, or 2.9% of sales, in the prior year quarter.  For Fiscal 2012, Adjusted Consolidated EBITDA was $122.0 million, or 2.5% of sales compared to $146.2 million, or 3.0% of sales in 2011.  Consolidated EBITDA was adjusted to exclude the impact of significant items totaling $10.7 million and $7.0 million in 2012 and 2011, respectively.  Including the impact of significant items, Consolidated EBITDA for Fiscal 2012 was $111.3 million, or 2.3% of sales, as compared to $139.2 million, or 2.9% of sales, in the prior year.

 

1



 

“We are pleased to see the sales increase in our food distribution and retail segments, which was driven primarily by our retail acquisitions and the investments we made in our Food Distribution segment marketing programs. We experienced a decline in sales in our Military segment driven primarily by a softness in Military export sales.  As a result, our total company sales were down slightly”, said Alec Covington, President and CEO of Nash Finch.  “As expected, our gross margin continued to be negatively impacted by lower food price inflation and lower contractual margin rates in our Military segment.”
 

“In 2013 we are focusing our efforts on sales growth and reducing expenses and are already beginning to see progress.  As previously announced by Dollar General, Nash Finch was selected to distribute cigarettes and other tobacco products to Dollar General stores nationally and that project is already underway.  We are proud to have been selected by Dollar General as its distribution partner for this endeavor”, said Covington.

 

Net earnings, as adjusted were $6.4 million or $0.49 per diluted share in the fourth quarter of 2012, compared to $12.7 million or $0.97 per diluted share in the fourth quarter of 2011.  Net earnings were adjusted to exclude the impact of significant items totaling $35.4 million or $2.72 per diluted share in 2012 and $4.6 million or $0.35 per diluted share in the 2011 quarter.  Including the impact of significant items, our reported net loss for the fourth quarter of 2012 was $29.0 million or $2.23 per diluted share, as compared to net earnings of $8.2 million or $0.62 per diluted share in the prior year quarter.  For Fiscal 2012, net earnings, as adjusted were $39.7 million or $3.03 per diluted share compared to $51.2 million or $3.92 per diluted share in 2011.  Net earnings were adjusted to exclude the impact of significant items totaling $133.5 million or $10.27 per diluted share in 2012 and $15.4 million or $1.18 per diluted share in 2011.  Including the impact of significant items, our reported net loss for Fiscal 2012 was $93.9 million or $7.24 per diluted share, as compared to net earnings of $35.8 million or $2.74 per diluted share in the prior year, and is detailed in the table below. 

 

Goodwill Impairment and Long-lived Asset Impairment

 

The fourth quarter 2012 results included non-cash after tax charges of $24.2 million related to goodwill impairment in the Military segment and $8.0 million related to other intangibles and other long-lived assets in the Food Distribution and Military segments.  For Fiscal 2012, results included non-cash after tax goodwill impairment charges of $121.1 million, the long-lived assets impairment of $8.0 million and a $4.1 million after tax gain on acquisition of a business.  The impairments and acquisition gain are non-cash items in our quarter and Fiscal year consolidated financial statements.  Accordingly, none of these items had any impact on our cash flows or Consolidated EBITDA.

 

2



 

 

The following table identifies the significant items affecting Consolidated EBITDA, net earnings and diluted earnings per share for the fourth quarter and fiscal 2012 and prior year periods:

 

 

 

(dollars in millions except per share amounts)

4th Quarter

Fiscal

2012

2011

2012

2011

Significant items

 

 

 

 

Transaction and integration costs related to business acquisitions

$

(0.1)

-

(2.0)

-

Restructuring and centralization costs

(1.0)

(0.2)

(1.0)

(1.6)

Retail store closing costs

-

-

-

(0.2)

Military distribution center conversion and transition costs

(1.0)

(0.5)

(5.5)

(1.9)

Write off of capitalized software costs

(1.0)

-

(1.0)

(0.6)

Food distribution center closing costs

(0.8)

 

(0.8)

 

Food distribution transition costs

-

-

(0.4)

(0.2)

Unusual professional fees

-

(0.5)

-

(2.5)

Significant charges impacting Consolidated EBITDA

$

 (3.9)

(1.2)

(10.7)

(7.0)

 

 

 

 

 

LIFO charges

(1.3)

(4.5)

(3.3)

(14.2)

Goodwill impairment

(34.6)

-

(166.6)

-

Other long-lived asset impairments

(13.1)

-

(13.1)

(0.4)

Early termination of capital lease

-

-

-

0.4

Gain on acquisition of business

-

-

6.6

-

Military distribution center non-cash pre-opening expense

-

-

(0.1)

-

Write off of deferred financing costs

-

(1.8)

-

(1.8)

Non-cash loss on sale or closure of retail stores

-

-

-

(2.2)

Total significant charges impacting earnings before tax

$

 (52.9)

(7.5)

(187.2)

(25.2)

Income tax on significant net charges

7.1

2.9

10.7

9.8

Tax on gain on acquisition of business

-

-

(2.5)

-

Tax on goodwill impairment

10.4

-

45.5

-

Total significant charges impacting net earnings

$

 (35.4)

(4.6)

(133.5)

(15.4)

Diluted earnings (loss) per share impact from significant items

(2.72)

(0.35)

(10.27)

(1.18)

Diluted earnings (loss) per share, as reported

(2.23)

0.62

(7.24)

2.74

Diluted earnings per share, as adjusted

$

 0.49

0.97

3.03

3.92

 

 

 

 

 

Consolidated EBITDA, as reported

22.6

33.4

111.3

139.2

Consolidated EBITDA impact from significant items

(3.9)

(1.2)

(10.7)

(7.0)

Consolidated EBITDA, as adjusted

$

 26.5

34.6

122.0

146.2

 

 

 

Military Distribution Results

 

(dollars in millions)

4th Quarter

Fiscal

 

2012

2011

2012

2011

Net Sales

$

 536.8

566.8

2,309.5

2,352.9

Segment EBITDA3

8.8

17.1

47.6

68.4

Percentage of Sales

1.6%

3.0%

2.1%

2.9%

 

3



 

The Military segment net sales were $536.8 million, a decrease of 5.3% in the fourth quarter 2012 compared to the prior year.  However, a larger portion of Military sales during the current year have been on a consignment basis, which are included in our reported sales on a net basis.  Including the impact of consignment sales, comparable Military sales decreased 5.0% in the fourth quarter.  For Fiscal 2012, net sales were $2.31 billion, a decrease of 1.8% compared to the prior year.  Including the impact of consignment sales, comparable Military sales decreased 1.4% in 2012.

The Military segment EBITDA was $8.8 million, or 1.6% of sales, in the fourth quarter 2012 as compared to $17.1 million, or 3.0% of sales, in the fourth quarter 2011.  For Fiscal 2012, EBITDA was $47.6 million, or 2.1% of sales as compared to $68.4 million, or 2.9% of sales, in Fiscal 2011.  The decrease in Military EBITDA in both the fourth quarter and fiscal year was primarily due to declines in gross margins related to lower inflation year-over-year and reduced contractual margin rates as well as higher start-up and transition costs from the opening of distribution centers in 2012 as compared to 2011.

"In 2012 we continued our investment in expanding our military footprint to create a world-wide military distribution network, in partnership with Coastal Pacific Food Distributors.  I am pleased that in the fourth quarter several additional military vendors chose our world-wide network to distribute their products to the military,” said Covington. “Our new Landover, Maryland distribution center has begun servicing commissaries in the Northeast United States with non-perishable products.  In 2013, we will add frozen and chill capability to Landover to make it a full-service distribution center.”  “With that addition, our military footprint should now be complete,” said Covington.

 

Food Distribution & Retail Results

 

(dollars in millions)

4th Quarter

Fiscal

 

2012

2011

2012

2011

Sales

 

 

 

 

Food Distribution

$

413.8

475.5

1,844.9

2,032.6

Retail

185.0

105.4

666.4

470.0

Total

$

 598.8

580.9

2,511.3

2,502.6

Segment EBITDA3

 

 

 

 

Food Distribution

$

 6.2

10.7

36.9

51.0

Retail

7.6

5.6

26.8

19.9

Total

$

 13.8

16.3

63.7

70.9

 

 

 

 

 

Percentage of Sales

 

 

 

 

Food Distribution

1.5%

2.3%

2.0%

2.5%

Retail

4.1%

5.3%

4.0%

4.2%

Total

2.3%

2.8%

2.5%

2.8%

 

The combined Food Distribution and Retail segment sales were $598.8 million, an increase of 3.1% in the fourth quarter as compared to the prior year period.  The increase in Retail sales was primarily attributable to the Bag ‘N Save® and No Frills® supermarkets acquisitions, which were responsible for an $81.9 million increase in sales as compared to the prior year quarter.  Because these were acquisitions of Food Distribution customers, these transactions were also responsible for a $46.5 million decrease in Food Distribution segment sales as compared to the fourth quarter of 2011.  Retail same store sales declined 1.4% as compared to the prior year quarter. 

4



 

For Fiscal 2012, sales were $2.51 billion, an increase of 0.4% in Fiscal 2012 as compared to the prior year period.  The increase in Retail sales was primarily attributable to the Bag ‘N Save® and No Frills® supermarkets acquisitions, which were responsible for a $215.2 million increase in sales as compared to the prior year. As a result of these acquisitions, the transactions were responsible for a $119.7 million decrease in Food Distribution segment sales as compared to the prior year. Retail same store sales declined 1.1% as compared to the prior year.

The combined Food Distribution and Retail segment EBITDA was $13.8 million, or 2.3% of sales, in the fourth quarter 2012 as compared to $16.3 million, or 2.8% of sales, in the fourth quarter 2011.  For Fiscal 2012, EBITDA was $63.7 million, or 2.5% of sales, as compared to $70.9 million, or 2.8% of sales, in Fiscal 2011.  

“In the fourth quarter, the combined Food Distribution and Retail segment delivered top line sales performance and we continue to be pleased by our retail acquisitions of the Bag ‘N Save® and No Frills® supermarkets in the Omaha, Nebraska market,” said Covington.  “Kevin Elliott joined us in December, 2012 and his focus on growing the food distribution and retail business should help us continue this positive trend.”

Full Redemption of Convertible Notes

            The Company announced on February 13, 2013 that holders of the Company’s Senior Subordinated Convertible Notes due 2035 were notified that the Company will redeem all $322 million in aggregate principle amount at maturity on March 15, 2013.  The Convertible Notes will be redeemed at a price equal to $466.11 per $1,000 in principal amount at maturity which represents a total payment to be made of $150.1 million. 

Liquidity

Total debt at the end of the fourth quarter 2012 increased to $373.3 million, primarily due to the Bag ‘N Save and No Frills acquisitions, compared to $297.4 million at the end of the fourth quarter 2011. The Company continues to focus on effectively managing its balance sheet and is in compliance with all of its debt covenants.  The Company's Total Leverage Ratio4 as of the end of the fourth quarter 2012 was 3.35x.  Availability on the Company’s revolving credit facility at the end of the quarter was $238.5 million, after taking into consideration a $150 million reserve for the redemption of the convertible notes.

 

5



 

1Adjusted EPS is defined as net earnings adjusted for any significant items divided by diluted shares outstanding.

 

2Adjusted Consolidated EBITDA is defined as EBITDA adjusted for any significant items.

 

3References to EBITDA, Consolidated EBITDA, and segment EBITDA are calculated as earnings (loss) before interest, income tax, depreciation and amortization, adjusted to exclude extraordinary gains or losses, gains or losses from sales of assets other than inventory in the ordinary course of business, and non-cash charges (such as LIFO, asset impairments, closed store lease costs and share-based compensation), less cash payments made during the current period on non-cash charges recorded in prior periods.  Consolidated EBITDA should not be considered an alternative measure of our net income (loss), operating performance, cash flows or liquidity.  Consolidated EBITDA is provided as additional information as a key metric used to determine payout 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.

 

4Total Leverage Ratio is defined as total debt (current portion of long-term debt and capital leases, long-term debt and capitalized lease obligations) divided by the trailing four quarters Consolidated EBITDA.   

****************************************************************************************************

A conference call to review the fourth quarter 2012 results is scheduled at 9 a.m. CT (10 a.m. ET) on February 28, 2012.  Interested participants can listen to the conference call over the Internet by logging onto the “Investor Relations” portion of Nash Finch's website at http://www.nashfinch.com.  A replay of the webcast will be available and the transcript of the call will be archived on the “Investor Relations” portion of Nash Finch's website under the heading “Audio Archives.”  A copy of this press release and the other financial and statistical information about the periods to be discussed in the conference call will be available at the time of the call on the “Investor Relations” portion of the Nash Finch website under the caption “Press Releases.”

            Nash-Finch is a Fortune 500 company and the largest food distributor serving military commissaries and exchanges in the United States. Nash-Finch's core businesses include distributing food to military commissaries and independent grocery retailers located in 37 states, the District of Columbia, Europe, Cuba, Puerto Rico, the Azores, Bahrain and Egypt. The Company also owns and operates a base of retail stores, primarily supermarkets under the Family Fresh Market®, Econofoods®, Family Thrift Center®, No Frills®, Bag 'n Save®, AVANZA®, and Sun Mart® trade names. Further information is available on the Company's website, www.nashfinch.com.

6



 

                This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements relate to trends and events that may affect our future financial position and operating results.  Any statement contained in this release that is not statements of historical fact may be deemed forward-looking statements.  For example, words such as “may,” “will,” “should,” “likely,” “expect,” “anticipate,” “estimate,” “believe,” “intend, ” “potential” or “plan,” or comparable terminology, are intended to identify forward-looking statements.  Such statements are based upon current expectations, estimates and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.  Important factors known to us that could cause or contribute to material differences include, but are not limited to, the following:

 

•   the effect of traditional and alternative competition on our food distribution, military and retail businesses;

•   general sensitivity to economic conditions, including the uncertainty related to the current state of the economy in the U.S. and worldwide economic slowdown; disruptions to the credit and financial markets in the U.S. and worldwide; changes in market interest rates; continued volatility in energy prices and food commodities;

   macroeconomic and geopolitical events affecting commerce generally;

•   changes in consumer buying and spending patterns including a shift to non-traditional retail channels;

•   our ability to identify and execute plans to expand our food distribution, military and retail operations;

•   possible changes in the military commissary system, including those stemming from the redeployment of forces, congressional action, changes in funding levels or the effect of mandated reductions in or sequestration of government expenditures;

•   our ability to identify and execute plans to improve the competitive position of our retail operations;

•   the success or failure of strategic plans, new business ventures or initiatives;

•   our ability to successfully integrate and manage current or future businesses we acquire, including the ability to manage credit risks and retain the customers of those operations;

   changes in credit risk from financial accommodations extended to new or existing customers;

   significant changes in the nature of vendor promotional programs and the allocation of funds among the programs;

•   limitations on financial and operating flexibility due to debt levels and debt instrument covenants and ability to access capital to support capital spending and growth opportunities;

•   legal, governmental, legislative or administrative proceedings, disputes, or actions that result in adverse outcomes;

•   our ability to identify and remediate any material weakness in our internal controls that could affect our ability to detect and prevent fraud, expose us to litigation, or prepare financial statements and reports in a timely manner;

•   changes in accounting standards;

•   technology failures that may have a material adverse effect on our business;

•   severe weather and natural disasters that may impact our supply chain;

•   unionization of a significant portion of our workforce;

•   costs related to a multi-employer pension plan which has liabilities in excess of plan assets;

•   changes in health care, pension and wage costs and labor relations issues;

   product liability claims, including claims concerning food and prepared food products;

   threats or potential threats to security;

•   unanticipated problems with product procurement; and

•   maintaining our reputation and corporate image.

 

A more detailed discussion of many of these factors, as well as other factors that could affect the Company’s results, is contained in the Company’s periodic reports filed with the SEC.  You should carefully consider each of these factors and all of the other information in this release.  We believe that all forward-looking statements are based upon reasonable assumptions when made.  However, we caution that it is impossible to predict actual results or outcomes and that accordingly you should not place undue reliance on these statements.  Forward-looking statements speak only as of the date when made and we undertake no obligation to revise or update these statements in light of subsequent events or developments.  Actual results and outcomes may differ materially from anticipated results or outcomes discussed in forward-looking statements. You are advised, however, to consult any future disclosures we make on related subjects in future reports to the Securities and Exchange Commission (SEC).

 

Contact: Bob Dimond, Executive VP & CFO, 952-844-1060

7



 

 

NASH FINCH COMPANY AND SUBSIDIARIES

 

 

 

 

 

Consolidated Statements of Income

 

 

 

 

 

 

 

 

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve

 

Twelve

 

Fifty Two

 

Fifty Two

 

 

 

 

Weeks Ended

 

Weeks Ended

 

Weeks Ended

 

Weeks Ended

 

 

 

Dec 29,

 

Dec 31,

 

Dec 29,

 

Dec 31,

 

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

1,135,620

 

1,147,742

 

4,820,797

 

4,855,459

Cost of sales

 

1,041,314

 

1,060,970

 

4,429,329

 

4,475,433

 

Gross Profit

 

94,306

 

86,772

 

391,468

 

380,026

 

 

 

 

 

 

 

 

 

 

 

Other cost and expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

84,489

 

58,983

 

290,393

 

261,000

 

Gain on acquisition of a business

 

-

 

-

 

(6,639)

 

-

 

Goodwill impairment

 

34,639

 

-

 

166,630

 

-

 

Depreciation and amortization

 

9,324

 

8,016

 

37,834

 

35,704

 

Interest expense

 

6,272

 

7,066

 

24,944

 

24,894

 

 

Total cost and expenses

 

134,724

 

74,065

 

513,162

 

321,598

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before income taxes

 

(40,418)

 

12,707

 

(121,694)

 

58,428

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

(11,456)

 

4,527

 

(27,822)

 

22,623

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

$

(28,962)

 

8,180

 

(93,872)

 

35,805

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic earnings per share:

$

(2.23)

 

0.63

 

(7.24)

 

2.80

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

$

(2.23)

 

0.62

 

(7.24)

 

2.74

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per common share

$

0.18

 

0.18

 

0.72

 

0.72

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares

outstanding and common equivalent shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

12,994

 

12,896

 

12,970

 

12,808

 

Diluted

 

12,994

 

13,108

 

12,970

 

13,068

 

 

 

 

 

 

 

 

 

 

 

 

8



 

NASH FINCH COMPANY AND SUBSIDIARIES

 

 

 

Consolidated Balance Sheet

 

 

 

(In thousands, except per share amounts)

 

 

 

Assets

December 29,

2012

December 31,

2011

Current Assets:

 

 

 

Cash

$

 1,291

 $

 773

Accounts and notes receivable, net

239,925

 

243,763

Inventories

362,526

 

308,621

Prepaid expenses and other

18,569

 

17,329

Deferred tax assets, net

3,724

 

6,896

Total current assets

626,035

 

577,382

 

 

 

 

Notes receivable, net

21,360

 

23,221

 

 

 

 

Property, plant and equipment:

 

 

 

Property, plant and equipment

738,857

 

686,794

Less accumulated depreciation and amortization

(436,572)

 

(413,695)

Net property, plant and equipment

302,285

 

273,099

 

 

 

 

Goodwill

22,877

 

170,941

Customer contracts & relationships, net

6,649

 

15,399

Investment in direct financing leases

1,923

 

2,677

Deferred tax assets, net

2,780

 

-

Other assets

19,708

 

11,049

Total assets

$

 1,003,617

 $

 1,073,768

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

Current liabilities:

 

 

 

Current maturities of long-term debt and capitalized lease obligations

$

 2,265

 $

 2,932

Accounts payable

247,392

 

234,722

Accrued expenses

52,326

 

61,459

Income taxes payable

429

 

-

Total current liabilities

302,412

 

299,113

 

 

 

 

Long-term debt

356,251

 

278,546

Capital lease obligations

14,807

 

15,905

Deferred tax liabilities, net

-

 

40,671

Other liabilities

33,758

 

34,910

Commitments and contingencies

-

 

-

Stockholders' equity:

 

 

 

Preferred stock -- no par value

 

 

 

Authorized 500 shares; none issued

-

 

-

Common stock of $1.66 2/3 par value

 

 

 

Authorized 50,000 shares, issued 13,799 and 13,727 shares, respectively

22,998

 

22,878

Additional paid-in capital

113,641

 

118,222

Common stock held in trust

(1,295)

 

(1,254)

Deferred compensation obligations

1,295

 

1,254

Accumulated other comprehensive loss

(15,705)

 

(14,707)

Retained earnings

227,161

 

330,470

Common stock in treasury, 1,525 and 1,541 shares, respectively

(51,706)

 

(52,240)

Total stockholders' equity

296,389

 

404,623

 

 

 

 

Total liabilities and stockholders' equity

$

 1,003,617

 $

 1,073,768

 

 

 

 

 

9


 

 

NASH FINCH COMPANY AND SUBSIDIARIES

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited)

 

 

 

 

 

(In thousands)

 

 

 

 

 

Fiscal years ended December 29, 2012 and December 31, 2011

 

2012

2011

Operating activities:

 

 

 

 

 

 

Net earnings (loss)

 

$

(93,872)

 $

35,805

 

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

Gain on acquisition of a business

 

 

(6,639)

 

-

 

 

Depreciation and amortization

 

 

37,834

 

35,704

 

 

Amortization of deferred financing costs

 

 

1,267

 

3,597

 

 

Non cash convertible debt interest

 

 

6,243

 

5,771

 

 

Rebatable loans

 

 

4,521

 

3,471

 

 

Provision for (recovery of) bad debts

 

 

(613)

 

811

 

 

Provision for  lease reserves

 

 

160

 

755

 

 

Deferred income tax expense (benefit)

 

 

(40,986)

 

5,712

 

 

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

 

 

(1,522)

 

1,357

 

 

LIFO charge

 

 

3,325

 

14,220

 

 

Asset impairments

 

 

13,128

 

553

  Impairments of goodwill

166,630  

-  

 

 

Share-based compensation expense (reversal of)

 

 

(2,446)

 

5,429

 

 

Deferred compensation

 

 

1,196

 

883

 

 

Other

 

 

(243)

 

(689)

 

Changes in operating assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

 

 

Accounts and notes receivable

 

 

6,117

 

(6,758)

 

 

Inventories

 

 

(31,293)

 

11,670

 

 

Prepaid expenses

 

 

(318)

 

(1,122)

 

 

Accounts payable

 

 

2,377

 

4,083

 

 

Accrued expenses

 

 

(11,108)

 

(2,283)

 

 

Income taxes payable

 

 

(775)

 

(389)

 

 

Other assets and liabilities

 

(2,274)

2,567

 

 

 

Net cash provided by operating activities

 

50,709

121,147

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

Proceeds from sale of assets

 

 

9,756

 

3,949

 

Additions to property, plant and equipment

 

 

(39,499)

 

(68,600)

 

Businesses acquired, net of cash

 

 

(78,344)

 

(8,818)

 

Loans to customers

 

 

(10,941)

 

(11,008)

 

Payments from customers on loans

 

 

8,609

 

1,521

 

Corporate-owned life insurance, net

 

 

(786)

 

(653)

 

Other

 

 

 

(151)

 

-

 

 

Net cash used in investing activities

 

(111,356)

  

(83,609)

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

Proceeds from (payments of) revolving debt

 

 

53,425

 

(18,700)

 

Dividends paid

 

 

(8,816)

 

(8,739)

  Repurchase of common stock

-   

-   

 

Proceeds from long-term debt

 

 

19,182

 

151,500

 

Payments of long-term debt

 

 

(1,260)

 

(152,366)

 

Payments of capitalized lease obligations

 

 

(2,429)

 

(2,765)

 

Increase (decrease) in outstanding checks

 

 

4,194

 

(1,593)

 

Payments of deferred financing costs

 

 

(1,821)

 

(3,781)

 

Tax benefit (shortfall) from share - based compensation

 

 

66

 

(41)

 

Other

 

 

 

(1,376)

  

(1,110)

 

 

 

 

 

  

 

 

 

 

Net cash provided (used) by financing activities

 

61,165

   

(37,595)

 

 

  Net increase (decrease) in cash

 

 

518

 

(57)

 

 

Cash at beginning of year

 

  

773

  

830

 

 

Cash at end of year

 

$

1,291

 $

773

 

 

 

 

 

 

 

 

10



 

 

 

NASH FINCH COMPANY AND SUBSIDIARIES

 

 

 

 

 

Supplemental Data (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data (In thousands)

 

 

December 29, 2012

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

Total debt

 

 

$

 373,323

$

 297,383

 

 

Stockholders' equity

 

 

$

 296,389

$

 404,623

 

 

Capitalization

 

 

$

 669,712

 

702,006

 

 

Debt to total capitalization

 

55.7%

 

42.4%

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Data

 

 

 

 

 

 

 

Consolidated EBITDA (a)

 

$

111,322

 

139,228

 

 

Leverage ratio - trailing 4 qtrs. (debt to consolidated EBITDA) (b)

3.35x

 

2.14x

 

 

 

 

 

 

 

 

 

 

 

 

Comparable GAAP Data

 

 

 

 

 

 

 

Debt to earnings (loss) before income taxes (b)

 

(3.07)

 

5.09

 

(a)

Consolidated EBITDA, as defined in our credit agreement, is earnings (loss) before interest, income tax, depreciation and amortization,

 

adjusted to exclude extraordinary gains or losses, gains or losses from sales of assets other than inventory in the ordinary course

 

of business, and non-cash charges (such as LIFO, asset impairments, closed store lease costs and share-based compensation), less

 

cash payments made during the current period on non-cash charges recorded in prior periods. Consolidated EBITDA should not

 

be considered an alternative measure of our net income (loss), operating performance, cash flows or liquidity. The amount of Consolidated

 

EBITDA is provided as a metric used to determine payout of performance units pursuant to our Long-Term Incentive Plan.

 

 

 

 

 

 

 

 

(b)

Leverage ratio is defined as the Company's total debt at December 29, 2012 and December 31, 2011, divided by Consolidated EBITDA

 

for the respective four trailing quarters. The most comparable GAAP ratio is debt at the same date divided by earnings (loss) from

 

continuing operations before income taxes for the respective four trailing quarters.

 

11



 

 

Derivation of Consolidated EBITDA; Segment Consolidated EBITDA and Segment Profit (Loss) (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FY

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2012

 

2012

 

Rolling

 

 

 

 

 

 

Qtr 1

 

Qtr 2

 

Qtr 3

 

Qtr 4

 

4 Qtrs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) before income taxes

 

$

9,069

 

(113,300)

 

22,955

 

(40,418)

 

(121,694)

 

Add/(deduct)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO charge

 

 

 

182

 

420

 

1,438

 

1,285

 

3,325

 

 

Depreciation and amortization

 

 

8,204

 

8,382

 

11,924

 

9,324

 

37,834

 

 

Interest expense

 

 

 

5,138

 

5,460

 

8,074

 

6,272

 

24,944

 

 

Goodwill impairment

 

 

 

-

 

131,991

 

-

 

34,639

 

166,630

 

 

Gain on acquisition of business

 

 

-

 

(6,639)

 

-

 

-

 

(6,639)

 

 

Closed store lease costs

 

 

 

-

 

(33)

 

-

 

193

 

160

 

 

Asset impairments

 

 

 

62

 

-

 

-

 

13,066

 

13,128

 

 

Net loss (gain) on sale of real estate and other assets

 

(476)

 

89

 

(1,119)

 

(16)

 

(1,522)

 

 

Share compensation expense (reversal of)

 

 

1,094

 

546

 

(2,935)

 

(1,151)

 

(2,446)

 

 

Subsequent cash payments on non-cash charges

 

 

(443)

 

(729)

 

(616)

 

(610)

 

(2,398)

 

Total Consolidated EBITDA

 

$

22,830

 

26,187

 

39,721

 

22,584

 

111,322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2012

 

2012

 

Rolling

 

Segment Consolidated EBITDA

 

 

Qtr 1

 

Qtr 2

 

Qtr 3

 

Qtr 4

 

4 Qtrs

 

 

Military

 

 

$

13,400

 

11,797

 

13,661

 

8,783

 

47,641

 

 

Food Distribution

 

 

 

6,539

 

9,419

 

14,764

 

6,159

 

36,881

 

 

Retail

 

 

 

2,891

 

4,971

 

11,296

 

7,642

 

26,800

 

 

 

 

 

$

22,830

 

26,187

 

39,721

 

22,584

 

111,322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2012

 

2012

 

Rolling

 

Segment profit (loss)

 

 

 

Qtr 1

 

Qtr 2

 

Qtr 3

 

Qtr 4

 

4 Qtrs

 

 

Military

 

 

$

10,474

 

8,570

 

10,322

 

3,953

 

33,319

 

 

Food Distribution

 

 

 

2,338

 

5,517

 

11,191

 

(8,691)

 

10,355

 

 

Retail

 

 

 

661

 

2,390

 

7,725

 

3,834

 

14,610

 

 

Unallocated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 

(4,404)

 

(4,425)

 

(6,283)

 

(4,875)

 

(19,987)

 

 

Gain on acquisition of business

 

 

 

-

 

6,639

 

-

 

-

 

6,639

 

 

Goodwill Impairment

 

 

 

-

 

(131,991)

 

-

 

(34,639)

 

(166,630)

 

 

 

 

 

$

9,069

 

(113,300)

 

22,955

 

(40,418)

 

(121,694)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FY

2011

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2011

 

2011

 

2011

 

Rolling

 

 

 

 

 

 

Qtr 1

 

Qtr 2

 

Qtr 3

 

Qtr 4

 

4 Qtrs

 

Earnings before income taxes

 

$

12,370

 

16,614

 

16,737

 

12,707

 

58,428

 

Add/(deduct)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO charge

 

 

 

501

 

2,131

 

7,085

 

4,503

 

14,220

 

 

Depreciation and amortization

 

 

8,583

 

8,367

 

10,738

 

8,016

 

35,704

 

 

Interest expense

 

 

 

5,459

 

5,355

 

7,014

 

7,066

 

24,894

 

 

Closed store lease costs

 

 

 

448

 

159

 

24

 

124

 

755

 

 

Asset impairment

 

 

 

-

 

349

 

13

 

191

 

553

 

 

Net loss (gain) on sale of real estate and other assets

 

1,796

 

(391)

 

(106)

 

41

 

1,340

 

 

Stock compensation

 

 

 

1,159

 

1,372

 

1,761

 

1,137

 

5,429

 

 

Subsequent cash payments on non-cash charges

 

 

(504)

 

(572)

 

(650)

 

(369)

 

(2,095)

 

Total Consolidated EBITDA

 

$

29,812

 

33,384

 

42,616

 

33,416

 

139,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2011

 

2011

 

2011

 

Rolling

 

Segment Consolidated EBITDA

 

Qtr 1

 

Qtr 2

 

Qtr 3

 

Qtr 4

 

4 Qtrs

 

 

Military

 

 

$

15,107

 

14,835

 

21,348

 

17,061

 

68,351

 

 

Food Distribution

 

 

 

10,581

 

13,791

 

15,907

 

10,747

 

51,026

 

 

Retail

 

 

 

4,124

 

4,758

 

5,361

 

5,608

 

19,851

 

 

 

 

 

$

29,812

 

33,384

 

42,616

 

33,416

 

139,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2011

 

2011

 

2011

 

Rolling

 

Segment profit

 

Qtr 1

 

Qtr 2

 

Qtr 3

 

Qtr 4

 

4 Qtrs

 

 

Military

 

 

$

12,147

 

11,285

 

14,666

 

12,314

 

50,412

 

 

Food Distribution

 

 

 

5,845

 

7,709

 

6,177

 

4,014

 

23,745

 

 

Retail

 

 

 

(984)

 

2,128

 

1,790

 

2,668

 

5,602

 

 

Unallocated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 

(4,638)

 

(4,508)

 

(5,896)

 

(6,289)

 

(21,331)

 

 

 

 

 

$

12,370

 

16,614

 

16,737

 

12,707

 

58,428

 

12