10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the Forty weeks ended October 7, 2000

or

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

Commission File No. 0-785

NASH-FINCH COMPANY
(Exact Name of Registrant as Specified in its Charter)

DELAWARE (State or other jurisdiction of incorporation or organization)	41-0431960 (IRS Employer Identification No.)
7600 France Ave. South, Edina, Minnesota (Address of principal executive offices)	55435 (Zip Code)

(952) 832-0534
(Registrant's telephone number including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x                                      No    

    As of November 7, 2000, 11,484,707 shares of Common Stock of the Registrant were outstanding.

PART I—FINANCIAL INFORMATION

    This report is for the forty week interim period beginning January 2, 2000, through October 7, 2000.

    The accompanying financial information has been prepared in conformity with generally accepted accounting principles and practices, and methods of applying accounting principles and practices (including consolidation practices), as reflected in the financial information included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission for the preceding fiscal year. The financial statements included in this quarterly report include all adjustments which are, in the opinion of management, necessary to fairly present the Company's financial position and results of operations for the interim period.

    The information contained herein has not been audited by independent auditors and is subject to any adjustments which may develop in connection with the annual audit of its accounts by the Company's independent auditors.

2

NASH FINCH COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (unaudited)
(In thousands, except per share amounts)

			Sixteen Weeks Ended			Forty Weeks Ended
			October 7, 2000		October 9, 1999	October 7, 2000	October 9, 1999
Total sales and revenues			$	1,220,468	1,289,156	3,030,803	3,159,903
Cost and expenses:
	Cost of sales			1,077,562	1,150,964	2,678,088	2,837,735
	Selling, general and administrative			111,139	109,308	273,791	254,251
	Depreciation and amortization			14,355	13,393	34,810	32,548
	Interest expense			10,444	9,453	25,668	23,318
		Total cost and expenses		1,213,500	1,283,118	3,012,357	3,147,852
		Earnings from continuing operations before income taxes		6,968	6,038	18,446	12,051
Income taxes				2,954	2,561	7,821	5,110
		Earnings from continuing operations		4,014	3,477	10,625	6,941
Discontinued operations:
	Earnings from disposal of discontinued operations, including profit of $1,017 during the phase out period, net of income tax of $3,587			—	4,566	—	4,566
	Net earnings		$	4,014	8,043	10,625	11,507
Basic earnings per share:
	Earnings from continuing operations		$	0.35	0.31	0.93	0.62
	Earnings from discontinued operations			—	0.40	—	0.40
	Net earnings per share		$	0.35	0.71	0.93	1.02
Diluted earnings per share:
	Earnings from continuing operations		$	0.35	0.31	0.93	0.61
	Earnings from discontinued operations			—	0.40	—	0.40
	Net earnings per share		$	0.35	0.71	0.93	1.01
Weighted average number of common shares outstanding and common equivalent shares outstanding:
	Basic			11,471	11,334	11,433	11,333
	Diluted			11,476	11,343	11,438	11,343

See accompanying notes to condensed consolidated financial statements.

3

NASH FINCH COMPANY AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)

			October 7, 2000			January 1, 2000
			(unaudited)
Assets
Current assets:
	Cash		$	9,771		16,389
	Accounts and notes receivable, net			126,069		154,066
	Inventories			287,457		264,232
	Prepaid expenses			11,767		11,137
	Deferred tax assets			16,629		19,739
		Total current assets		451,693		465,563
Investments in affiliates				497		508
Notes receivable, net				33,482		20,712
Property, plant and equipment:
	Land			23,390		23,898
	Buildings and improvements			136,662		136,119
	Furniture, fixtures and equipment			306,405		288,156
	Leasehold improvements			71,350		70,071
	Construction in progress			12,816		11,073
	Assets under capitalized leases			35,270		25,233
				585,893		554,550
	Less accumulated depreciation and amortization			(331,117	)	(318,924)
		Net property, plant and equipment		254,776		235,626
Goodwill, net				111,953		101,751
Other intangible assets, net				18,391		13,652
Investment in direct financing leases				14,855		15,444
Deferred tax asset, net				9,882		9,187
		Total assets	$	895,529		862,443
Liabilities and Stockholders' Equity
Current liabilities:
	Outstanding checks		$	54,640		54,974
	Current maturities of long-term debt and capitalized lease obligations			3,209		3,117
	Accounts payable			208,168		191,749
	Accrued expenses			68,636		72,681
	Income taxes			6,675		4,806
		Total current liabilities		341,328		327,327
Long-term debt				315,295		314,091
Capitalized lease obligations				42,870		33,718
Deferred compensation				4,418		4,545
Other				8,414		10,088
Minority interest in subsidiary				2,502		—
Stockholders' equity:
	Preferred stock—no par value Authorized 500 shares; none issued			—		—
	Common stock of $1.662/3 par value Authorized 25,000 shares, issued 11,711 and 11,641 shares, respectively			19,518		19,402
	Additional paid-in capital			18,561		18,247
	Restricted stock			(28	)	(57)
	Retained earnings			144,441		136,905
				182,492		174,497
Less cost of 227 and 231 shares of common stock in treasury, respectively				(1,790	)	(1,823)
	Total stockholders' equity			180,702		172,674
	Total liabilities and stockholders' equity		$	895,529		862,443

See accompanying notes to condensed consolidated financial statements.

4

NASH FINCH COMPANY AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)

				Forty Weeks Ended
				October 7, 2000			October 9, 1999
Operating activities:
	Net earnings			$	10,625		11,507
	Adjustments to reconcile net income to net cash provided by operating activities:
		Discontinued operations			—		(8,153)
		Depreciation and amortization			34,810		32,548
		Provision for bad debts			5,702		2,608
		Provision for losses (recovery from) closed lease locations			(667	)	(509)
		Deferred income tax expense			2,415		9,022
		Deferred compensation			(127	)	(2,683)
		Earnings of equity investments			(120	)	(718)
		Other			157		(386)
	Changes in operating assets and liabilities:
		Accounts and notes receivable			30,635		(82)
		Inventories			(17,936	)	7,340
		Prepaid expenses			(493	)	3,670
		Accounts payable			13,370		12,652
		Accrued expenses			(6,274	)	(21,563)
		Accrued expenses—special charges			(3,631	)	(7,148)
		Income taxes			1,869		(434)
		Net cash provided by operating activities			70,335		37,671
Investing activities:
	Disposal of property, plant and equipment				10,940		26,158
	Additions to property, plant and equipment				(40,466	)	(41,512)
	Business acquired, net of cash				(19,890	)	(58,792)
	Loans to customers				(26,378	)	(22,812)
	Payments from customers on loans				10,230		22,558
	(Repurchase) sale of receivables				(7,245	)	1,125
	Proceeds from sale of dairy operation, net of gain				—		12,769
	Proceeds from sale of Nash-De Camp				—		17,083
	Other				(1,054	)	(1,030)
		Net cash used for investing activities			(73,863	)	(44,453)
Financing activities:
	Proceeds from long-term debt				—		649
	Proceeds from revolving debt				2,000		7,000
	Dividends paid				(3,089	)	(3,062)
	Proceeds of short-term debt				—		9,909
	Payments of long-term debt				(792	)	(2,505)
	Payments of capitalized lease obligations				(1,325	)	(1,246)
	Decrease in outstanding checks				(334	)	(4,215)
	Other				450		705
		Net cash (used by) provided for financing activities			(3,090	)	7,235
			Net (decrease) increase in cash	$	(6,618	)	453
Supplemental disclosure of cash flow information:
	Non-cash investing and financing activities
		Purchase of real estate under capital leases		$	13,249		—

See accompanying notes to condensed consolidated financial statements.

5

NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Fiscal period ended October 7, 2000, January 1, 2000 and January 2, 1999
(In thousands, except per share amounts)

	Common stock								Treasury stock
				Additional paid-in capital	Retained earnings		Restricted stock							Total stockholders' equity
	Shares	Amount							Shares		Amount
Balance at January 3, 1998	11,575	$	19,292	17,648	190,984		(391	)	(252	)	$	(1,915	)	225,618
Net earnings (loss)	—		—	—	(61,637	)	—		—			—		(61,637)
Dividend declared of $.72 per share	—		—	—	(8,162	)	—		—			—		(8,162)
Treasury stock issued upon exercise of options	—		—	47	—		—		4			21		68
Amortized compensation under restricted stock plan	—		—	—	—		72		—			—		72
Repayment of notes receivable from holders of restricted stock	—		—	—	—		206		—			—		206
Distribution of stock pursuant to performance awards	—		—	246	—		—		15			75		321
Treasury stock purchased	—		—	—	—		—		(1	)		(16	)	(16)
Other				3	—		—		—			—		3
Balance at January 2, 1999	11,575		19,292	17,944	121,185		(113	)	(234	)		(1,835	)	156,473
Net earnings (loss)	—		—	—	19,803		—		—			—		19,803
Dividend declared of $.36 per share	—		—	—	(4,083	)	—		—			—		(4,083)
Common stock issued for employee stock purchase plan	66		110	294	—		—		—			—		404
Amortized compensation under restricted stock plan	—		—	—	—		13		—			—		13
Repayment of notes receivable from holders of restricted stock	—		—	—	—		43		—			—		43
Distribution of stock pursuant to performance awards	—		—	9	—		—		3			12		21
Balance at January 1, 2000	11,641		19,402	18,247	136,905		(57	)	(231	)		(1,823	)	172,674
Net earnings (loss)	—		—	—	10,625		—		—			—		10,625
Dividend declared of $.27 per share	—		—	—	(3,089	)	—		—			—		(3,089)
Common stock issued for employee stock purchase plan	70		116	309	—		—		—			—		425
Amortized compensation under restricted stock plan	—		—	—	—		3		—			—		3
Repayment of notes receivable from holders of restricted stock	—		—	—	—		26		—			—		26
Distribution of stock pursuant to performance awards	—		—	5	—		—		4			33		38
Balance at October 7, 2000 (unaudited)	11,711	$	19,518	18,561	144,441		(28	)	(227	)	$	(1,790	)	180,702

See accompanying notes to condensed consolidated financial statements.

6

Nash Finch Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
October 7, 2000

Note 1

    The accompanying financial statements include all adjustments which are, in the opinion of management, necessary to fairly present the financial position of the Company and its subsidiaries at October 7, 2000, and January 1, 2000, and the results of operations for the 16 and 40-weeks ended October 7, 2000 and October 9, 1999, and the changes in cash flows for the 40-weeks ended  October 7, 2000 and October 9, 1999, respectively. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements. Certain prior year amounts have been reclassified to conform to current year presentations. These changes had no impact on previously reported results of operations or stockholders' equity. Revenues for the food distribution and military segments are recognized when product is shipped and retail revenues are recognized at the point of sale. Results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, which is required to be adopted for fiscal years beginning after June 15, 2000. Because of its limited use of derivatives, the Company does not expect adoption of the new Statement to have a significant effect on earnings or financial position.

Note 2

    The Company uses the LIFO method for valuation of a substantial portion of inventories. If the FIFO method had been used, inventories would have been approximately $45.1 million and $46.2 million higher at October 7, 2000 and January 1, 2000, respectively.

Note 3

    The following table sets forth the computation of basic and diluted earnings per share.

		Sixteen Weeks Ended			Forty Weeks Ended
		October 7, 2000		October 9, 1999	October 7, 2000	October 9, 1999
Numerator:
	Income from continuing operations	$	4,014	3,477	10,625	6,941
Denominator:
	Denominator of basic earnings per share (weighted-average shares)		11,471	11,334	11,433	11,333
	Effect of dilutive contingent shares		5	9	5	10
	Denominator for diluted earnings per share (adjusted weighted average shares)		11,476	11,343	11,438	11,343
Basic earnings per share		$	.35	.31	.93	.62
Diluted earnings per share		$	.35	.31	.93	.61

7

Note 4

    On January 30, 2000 the Company acquired Hinky Dinky Supermarkets, Inc. ("Hinky Dinky") through a cash purchase of all of Hinky Dinky's outstanding capital stock. Hinky Dinky is the majority owner of twelve supermarkets located in Nebraska with annual sales of approximately $90 million. The acquisition was accounted for as a purchase.

Note 5

    On December 29, 1997, a Receivables Purchase Agreement (the "Agreement") was executed by the Company, Nash Finch Funding Corporation (NFFC), a wholly owned subsidiary of the Company, and a certain third party purchaser (the "Purchaser") pursuant to a securitization transaction. The Agreement is a five-year, $50 million revolving receivable purchase facility allowing the Company to sell additional receivables to NFFC, and NFFC to sell, from time to time, variable undivided interests in these receivables to the Purchaser. NFFC maintains a variable undivided interest in these receivables and is subject to losses on its share of the receivables and, accordingly, maintains an allowance for doubtful accounts. As of October 7, 2000 and January 1, 2000 the Company had sold $41.8 million and $50.5 million, respectively, of accounts receivable on a non-recourse basis to NFFC. NFFC sold $34.6 million and $41.8 million, respectively, of its undivided interest in such receivables to the Purchaser, subject to specified collateral requirements.

Note 6

1998 Special Charges

    During the fourth quarter of 1998, the Company recorded special charges totaling $71.4 million (offset by $2.9 million of 1997 special charge adjustments) as a result of the Company's revitalization plan designed to redirect its technology efforts, optimize warehouse capacity through consolidation, and to close, sell or reassess underperforming businesses and investments.

    In connection with the implementation of the Company's 1998 revitalization plan, the 1998 special charges included $17.0 million to streamline the Company's food distribution operations. The charges provided for post-employment and pension benefit costs, write-down to fair value of tangible assets to be disposed of, and other costs to exit three warehouse facilities. The Company believed the strategy of closing underutilized warehouses and concentrating sales volume into existing warehouses would improve operational efficiency and lower distribution costs.

    In accordance with the 1998 revitalization plan, the Company completed the closure of its Appleton, Wisconsin distribution center during 1999. During the fourth quarter of 1999, after considering both internal and external factors, the Company decided to indefinitely defer the closure of the remaining two distribution centers scheduled for closing in the 1998 plan. The Company continues to incur costs for the Appleton facility which has not been sold or subleased. Certain of these costs are charged to accrued expenses.

    The following table details the activity through the third quarter of 2000, associated with the 1998 special charges relative to the food distribution component of the charge (in thousands):

	1998 Food Distribution Rollforward
	Post Employment Benefits			Exit Costs		Total
Balance 1/1/00	$	1,743		670		2,413
Used in 2000		(2	)	(478	)	(480)
Balance 10/7/00	$	1,741		192		1,933

8

    Under the 1998 special charge, twelve under-performing corporately operated retail stores and one store jointly developed with a food distribution customer were designated for closure and a $9.5 million charge was recorded. At October 7, 2000, all stores were either closed or sold. In the fourth quarter of 1999, the Company recorded charges of $4.7 million, including $1.0 million to write down assets to fair value, related to four additional corporately operated stores which have been identified for closure. During the forty weeks of 2000, the Company closed three stores, with the remaining location scheduled for closing in early 2001. Accordingly, the Company recorded charges of $1.1 million, in costs related to the closures, to accrued expenses.

    The following table details 1998 special charge activity through the third quarter of 2000, relative to the retail component of the charge (in thousands):

	1998 Retail Rollforward
	Lease Commitment			Exit Costs		Total
Balance 1/1/00	$	5,807		1,323		7,130
Used in 2000		(835	)	(255	)	(1,090)
Balance 10/7/00	$	4,972		1,068		6,040

    The aggregate 1998 special charges included $44.9 million for the abandonment of assets primarily related to an information systems project which was terminated, asset impairments related to ten owned retail stores and the write-off of an equity investment in a joint venture with an independent retailer it continues to service. No additional charges are anticipated in future periods related to these matters.

    The impact of suspending depreciation on assets to be disposed of is not material. At October 7, 2000, remaining special charge liabilities are included in accrued expenses on the balance sheet.

1997 Special Charges

    In 1997 the Company accelerated its plan to strengthen its competitive position. Coincident with the implementation of the plan, the Company recorded special charges totaling $31.3 million impacting the Company's food distribution and retail segments, as well as the produce growing and marketing segment discontinued during 1998.

    The aggregate special charges included $14.5 million for the consolidation or downsizing of seven underutilized warehouses. The following table details 1997 special charge activity through the third quarter of 2000 relative to the food distribution component of the charge (in thousands):

	1997 Food Distribution Rollforward
	Lease Commitments			Post Employment Benefits		Exit Costs		Total
Balance 1/1/00	$	1,590		274		1,106		2,970
Used in 2000		(913	)	(274	)	(698	)	(1,885)
Balance 10/7/00	$	677		—		408		1,085

    The Company has completely executed its 1997 food distribution consolidation plan. As of October 7, 2000, continuing costs totaling $1.9 million related to the closures, were charged to accrued expenses. The Company continues to incur costs for those distribution centers that have not been sold or subleased. Certain of these costs are charged to accrued expenses.

9

    In retail operations, the special charge of $5.2 million related to the closing of fourteen, principally leased, stores. The following table details special charge activity, through the third quarter of 2000, relative to the retail component of the charge (in thousands):

	1997 Retail Rollforward
	Lease Commitments			Exit Costs		Total
Balance 1/1/00	$	800		267		1,067
Used in 2000		(138	)	(37	)	(175)
Balance 10/7/00	$	662		230		892

Ten of the fourteen identified retail stores were closed during 1998 and 1999, two stores were closed though the third quarter of 2000. One of the remaining two stores identified for closure was subleased in 1999, to another party, while management decided in 1999 to keep another location open.

    The aggregate 1997 special charges included $9.1 million for impairment of seven retail stores, impairment of agriculture assets of Nash-De Camp Company (the Company's former produce growing and marketing subsidiary which was divested during 1999), and other charges related to abandonment of system software, loss on the sale of an equity investment in a foreign operation, and the write-down of idle real estate to fair value. The 1997 special charges also included $2.5 million of integration costs associated with a business acquisition. No additional charges are anticipated in future periods relative to these matters.

The impact of suspending depreciation on assets to be disposed of is not material. At October 7, 2000, remaining special charge liabilities are included in accrued expenses on the balance sheet.

Note 7

    A summary of the major segments of the business is as follows (in thousands):

Sixteen weeks ended October 7, 2000

	Food Distribution		Retail	Military	All Other		Totals
Revenue from external customers	$	592,373	322,268	300,991	1,388		1,217,020
Intra segment revenue		179,639	—	—	1,066		180,705
Segment profit and (loss)		11,923	10,339	6,953	(24	)	29,191

Sixteen weeks ended October 9, 1999

	Food Distribution		Retail	Military	All Other		Totals
Revenue from external customers	$	699,367	293,292	288,393	1,630		1,282,682
Intra segment revenue		169,877	—	—	1,301		171,178
Segment profit and (loss)		13,573	7,030	5,838	(43	)	26,398

10

Forty weeks ended October 7, 2000

	Food Distribution		Retail	Military	All Other		Totals
Revenue from external customers	$	1,488,900	792,560	733,815	4,074		3,019,349
Intra segment revenue		444,077	—	—	2,876		446,953
Segment profit and (loss)		33,523	23,203	16,513	(32	)	73,207

Forty weeks ended October 9, 1999

	Food Distribution		Retail	Military	All Other		Totals
Revenue from external customers	$	1,779,985	631,146	731,617	3,089		3,145,837
Intra segment revenue		375,318	—	—	3,503		378,821
Segment profit and (loss)		36,266	11,750	15,727	(364	)	63,379

Reconciliation to statements of operations:
(In thousands)

Sixteen weeks ended October 7, 2000 and October 9, 1999

		2000			1999
Profit and loss
Total profit for segments		$	29,191		26,398
Unallocated amounts:
	Adjustment of inventory to LIFO		243		(250)
	Unallocated corporate overhead		(22,466	)	(20,110)
Income from continuing operations before income taxes		$	6,968		6,038

Forty weeks ended October 7, 2000 and October 9, 1999

		2000			1999
Profit and loss
Total profit for segments		$	73,207		63,379
Unallocated amounts:
	Adjustment of inventory to LIFO		1,055		(550)
	Unallocated corporate overhead		(55,816	)	(50,778)
Income from continuing operations before income taxes		$	18,446		12,051

    Prior year and year to date segment information has been restated to reflect a change in method of allocation of marketing revenues.

11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Revenues

    Total revenues for the 16 week third quarter were $1.220 billion compared to $1.289 billion, a decrease of 5.3%. For the forty weeks, total revenues declined 4.1% from $3.160 billion last year to $3.031 billion. The decline was primarily due to the closing of five distribution centers in 1999 as part of the Company's strategic plan.

    During the quarter, the Company announced that it has gained the food distribution business of Food Farm, Inc., a group of independent retailers based in Kinston, North Carolina, operating 63 stores under the Piggly Wiggly banner. This business, which represents an estimated $200 million in annualized revenues for the Southeast region, will be phased in early in the fourth quarter. The Company also has been successful in adding additional food distribution business to its Midwest and Central regions, the full benefit of which, estimated at $125 million in annualized sales, will be realized during the fourth quarter.

    Food distribution revenues for the 16 weeks were $592.4 million compared to $699.4 million, a decrease of 15.3%. The decline is largely attributed to two factors: the acquisition of a previous food distribution customer, Hinky Dinky, in January 2000, which resulted in the reporting of revenues in the retail segment instead of the food distribution segment, and the closure of five distribution centers in 1999, resulting in a loss of distribution volume compared to the current year. However, the announced addition of new business is expected to improve the year over year comparisons in the fourth quarter. For the 40 weeks, food distribution revenues were $1.489 billion compared to $1.780 billion last year, again reflecting primarily the shift in business from food distribution to the retail segment and the effect of closing distribution centers last year.

    Retail segment revenues for the third quarter were $322.3 million compared to $293.3 million last year, an increase of 9.9%. The improvement in revenues is attributed to the acquisition of 12 Hinky Dinky stores in Nebraska, and the opening of new replacement stores in Marshalltown and Cedar Rapids, Iowa, and an additional store in Rochester, Minnesota, since the year ago quarter. The Company has also been testing two alternative store formats which have contributed to revenue increases and offer future growth potential. One format targets the Latin market, which is a fast-growing segment in several of the Company's market areas; the other, a limited assortment grocery discount store, is designed for the value-conscious consumer. The Company currently operates four limited assortment stores and three Latin oriented stores. During the quarter, the Company sold four stores to existing food distribution customers, closed a store which was replaced by a new store in Cedar Rapids, Iowa, and closed one under-performing location. At the end of the quarter, the Company operated 122 stores.

    Same store sales increased 2.0% for the third quarter and .7% year-to-date compared to last year. Retail segment sales for the 40 weeks were $792.6 million compared to $631.1 million last year, an increase of 25.6%. With the Company's continued emphasis on retail segment growth, segment revenues for the 40 weeks represent 26.2% of total Company revenues compared to 20.1% last year.

    Military segment revenues increased 4.4% for the third quarter, resulting in a year-to-date increase over last year of .3%. The improvement for the quarter reflects the addition of new distribution business in Europe and North Carolina, awarded to the Company by a major manufacturer. The Company provides distribution services to military commissaries primarily under contractual arrangements with manufacturers.

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Gross Margin

    Gross margin for the third quarter and year-to-date was 11.7% and 11.6%, respectively, compared to 10.7% and 10.2%, respectively, last year. The increases largely reflect the growing proportion of higher margin retail revenues to total revenues. However, efficiencies in warehousing and transportation resulting from facility consolidations, operational and system improvements continue to be a growing factor in lowering cost of sales. The Company monitors costs by closely analyzing key measures of operating performance such as equipment utilization, on-time delivery, product fill rates and non-procurement costs per case of product handled and shipped, against predetermined targets.

    Retail segment margins continue to increase as a result of improved coordination of Company-wide merchandising programs and a greater proportion of revenues being derived from higher margin specialty departments within the stores.

    Margins were also favorably affected by LIFO credits of $.2 million for the quarter and $1.1 million for the year-to-date compared to LIFO charges of $.3 million for the quarter and $.6 million year to date last year.

Selling, General and Administrative Expenses

    Selling, general and administrative expenses for the third quarter, as a percent of total revenues, were 9.1% compared to 8.5% a year ago. On a year-to-date basis, expenses were 9.0% compared to 8.0% last year. The increase primarily results from the growing proportion of retail business which operates at higher operating expense levels than the food distribution segment. During the quarter, the Company recorded an additional provision for bad debts of $1.5 million, increasing the total for the year to $5.7 million, compared to $2.6 million last year. The increase relates primarily to accounts in the highly competitive Michigan and Ohio market areas.

Depreciation and Amortization Expense

    Depreciation and amortization expense increased 7.2% for the quarter and 7.0% year-to-date over last year. The increases are due to the acquisition of the Hinky Dinky stores, expansion of the Lumberton distribution center, and completed construction and remodels of several stores since last year. Amortization of goodwill and other intangibles was $2.8 million and $6.9 million, for the third quarter and year-to-date, respectively, compared to $2.4 million and $5.5 million, respectively, last year. The additional expense reflects amortization of goodwill related to the acquisition of Erickson's Diversified Corporation ("Erickson's") in June, 1999, and Hinky Dinky.

Interest Expense

    Interest expense increased $1.0 million or 10.5% for the quarter, and $2.4 million or 10.1% year-to-date, compared to last year. The increased interest costs are primarily attributed to higher average variable borrowing rates compared to last year. For the 40 weeks, average borrowing rates were 8.1% this year compared to 6.8% last year.

Earnings before income taxes

    Earnings before income taxes for the quarter were $7.0 million compared to $2.9 million last year, excluding a gain of $3.1 million from the sale of the dairy operations. The improvement over last year is largely attributed to the contribution of the retail segment which increased profitability by 47.1%. The successful integration of the Hinky Dinky stores and the continued strong performance in the Erickson's stores since acquisition, continue to be significant factors contributing to the improvement.

    Food distribution profits were negatively impacted by the closure of five distribution centers in 1999, which resulted in a loss of distribution volume in 2000, and start up costs of approximately

13

$1.0 million, associated with the new Piggly Wiggly business in the Southeast region to be realized in the fourth quarter.

    The military segment recognized sales and profit increases in the quarter compared to last year. Profit increased 19.1% over last year largely due to newly acquired business.

Income Taxes

    The effective income tax rate for 2000 is estimated at 42.4%, unchanged from 1999. Income tax expense increased due to higher pretax earnings for the 16 and 40 weeks compared to last year.

Special Charges

1998 Special Charges

    During the fourth quarter of 1998, the Company announced a five-year revitalization plan to streamline wholesale operations and build retail operations resulting in the Company recording special charges totaling $71.4 million (offset by $2.9 million of 1997 charge adjustments). The new strategic plan's objectives are to: leverage Nash Finch's scale by centralizing operations; improve operational efficiency; and develop a strong retail competency. The Company also redirected technology efforts and set out to close, sell or reassess underperforming businesses and investments.

    In connection with the implementation of the Company's 1998 revitalization plan, the 1998 special charges included $17.0 million to streamline the Company's wholesale operations by closing three warehouses. The charges provided for post-employment and pension benefit costs, write-down to fair value of tangible assets to be disposed of, and other costs to exit the facilities. The Company believed the strategy of closing underutilized warehouses and concentrating sales volume into existing warehouses would improve operational efficiency and lower distribution costs.

    In accordance with the 1998 revitalization plan, the Company completed the closure of its Appleton, Wisconsin distribution center during 1999. During the fourth quarter of 1999, after considering both internal and external factors, the Company decided to indefinitely defer the closure of the remaining two distribution centers scheduled for closing in the 1998 plan.

    Under the 1998 revitalization plan 12 under-performing corporately operated retail stores and one store jointly developed with a food distribution customer were designated for closure and a $9.5 million charge was recorded. The stores were primarily located in geographic areas where the Company could not attain a strong market presence. The Company's focus is to develop corporate stores that can dominate their primary trade areas. As of October 7, 2000, all stores have either been closed or sold.

    In the fourth quarter of 1999, the Company also recorded an additional accrual of $4.7 million related to four corporately operated stores which were announced for closure. Three stores are located in the highly competitive Iowa market and the fourth is in North Carolina. The accrual consists of $3.3 million of non-cancelable lease obligations and related costs required under lease agreements, $1.0 million to write-down to fair value assets held for disposal, and $.4 million of post-closing facility exit costs. As of October 7, 2000, three stores were closed with one remaining location scheduled to be closed in early 2001.

    The aggregate 1998 special charges included $34.4 million for the abandonment of assets primarily related to the Company's Horizons information system project. The abandoned assets related to purchased software and internal and external in-process software development.

    The remainder of the 1998 special charges consisted of a $10.3 million provision for asset impairment primarily related to ten owned retail stores. Increased competition resulting in declining market share, deterioration of operating performance and inadequate projected cash flows were the factors indicating impairment. The impaired assets, which include leasehold improvements and store

14

equipment, were measured based on a comparison of the assets' net book value to the present value of the stores' estimated cash flows.

    The tables included in Note (6) of Notes to Condensed Consolidated Financial Statements contain a rollforward of 1998 special charges activity through the third quarter of 2000 relative to food distribution and retail operations.

1997 Special Charges

    In 1997, the Company accelerated its plan to strengthen its competitive position. Coincident with the implementation of the plan, the Company recorded special charges totaling $31.3 million, impacting the Company's food distribution and retail segment, as well as the produce growing and marketing segment discontinued during 1998.

    The aggregate special charges included $14.5 million for the consolidation or downsizing of seven underutilized warehouses. The charges provided for non-cancelable lease obligations, write-down to fair value of tangible assets to be disposed of, and other costs to exit the facilities. Also included are post-employment benefit costs consistent with existing practice and the unamortized portion of goodwill for one of the locations.

    As a result of management changes during 1998, all actions to be taken under the 1997 plan were reevaluated by the Company's new management team. Substantially all actions contemplated by the 1997 plan were reaffirmed in 1998 and implemented. However, some actions included in the 1997 plan were modified. In 1999, the Company completed closure of the remaining distribution centers included in the original 1997 special charges, as modified in 1998. These included Grand Island, Nebraska; Liberal, Kansas; Denver, Colorado and Rocky Mount, North Carolina. The Company continues to incur costs for those distribution centers that have not been sold or subleased. Certain of these costs are charged to accrued expenses.

    In 1999 the Company completed closure of the remaining distribution centers included in the original 1997 special charges, as modified in 1998.

    In retail operations, the special charge of $5.2 million related to the closing of 14, principally leased, stores. The charge covers provisions for continuing non-cancelable lease obligations, anticipated losses on disposals of tangible assets, including abandonment of leasehold improvements, and the write-off of intangible assets.

    The aggregate 1997 special charges contained a provision of $5.4 million for impaired assets of seven retail stores. Declining market share due to increasing competition, deterioration of operating performance and forecasted future results that were less than previously planned were the factors leading the impairment determination.

    The remaining 1997 special charges included $2.5 million of integration costs associated with the acquisition of the business and certain assets of United-A.G. Cooperative, Inc., an asset impairment charge of $1.0 million relating to agriculture assets of Nash-De Camp, the Company's produce growing and marketing subsidiary, and $2.8 million in other asset write-downs.

    The tables included in Note (6) of Notes to Condensed Consolidated Financial Statements contain a rollforward of 1997 special charges activity through the third quarter of 2000 relative to food distribution and retail operations.

LIQUIDITY AND CAPITAL RESOURCES

    Historically, the Company has financed its capital needs through a combination of internal and external sources. These sources include cash flow from operations, short-term bank borrowings, various types of long-term debt and lease financing.

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    Cash flow provided from operations for the 40 weeks of 2000 totaled $70.3 million compared to $37.7 million last year. The increase in operating cash flow is attributed to changes in the components of working capital, in particular, decreases in accounts receivables and a net increase in accounts payable and accrued expenses. Working capital declined $27.9 million to $110.4 million largely due to reductions in accounts receivable, the proceeds of which were used to fund capital additions. The current ratio at the end of the third quarter of 2000 was 1.32 compared to 1.42 reported at the end of 1999.

    During the 40 weeks of 2000 the Company acquired Hinky Dinky and two other retail stores in separate transactions for cash totaling $19.9 million. The acquisitions were financed primarily by cash flows from operations. Capital expenditures through the third quarter were $40.5 million, primarily directed toward upgrading and remodeling the retail stores. Capital expenditures for the year are expected to be $60.0 million, funded principally through cash flows from operations. Other transactions affecting liquidity during the 40 week period were cash dividends paid to shareholders of $3.1 million.

    The Company is currently seeking to refinance its revolving credit facility which matures in October 2001. It intends to reach a definitive agreement on a $250 million credit facility and complete the transaction during the fourth quarter.

    The Company believes that borrowing under the credit facility, cash flows from operating activities and lease financing will be adequate to meet the Company's working capital needs, planned capital expenditures and debt service obligations for the foreseeable future.

FORWARD-LOOKING STATEMENTS

    The information contained in this Form 10-Q Report includes forward-looking statements made under the safe harbor provisions of the Private Securities Litigation by the use of words like "believes," "expects," "may," "will," "should," "anticipates," or similar expressions, as discussions of strategy. Although such statements represent management's current expectations based on available data, they are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those anticipated. Such risks, uncertainties and other factors may include, but are not limited to, the ability to: meet debt service obligations and maintain future financial flexibility; respond to continuing competitive pricing pressures; retain existing independent wholesale customers and attract new accounts; and fully integrate acquisitions and realize expected synergies.

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PART II—OTHER INFORMATION

Items 1, 2, 3, 4 and 5 are not applicable.

Item 6. Exhibits and Reports on Form 8-K.

(a)

Exhibits:

10.1	Nash Finch Profit Sharing Plan—1994 Revision—Sixth Declaration of Amendment
10.2	Nash Finch Profit Sharing Plan—1994 Revision—Seventh Declaration of Amendment
10.3	Nash Finch Profit Sharing Plan—1994 Revision—Eight Declaration of Amendment
27.1	Financial Data Schedule

(b)

Reports on Form 8-K.

Not applicable.

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SIGNATURES

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

	NASH-FINCH COMPANY Registrant
Date: November 15, 2000	By:	/s/ RON MARSHALL Ron Marshall President and Chief Executive Officer
	By:	/s/ ROBERT B. DIMOND Robert B. Dimond Senior Vice President and Chief Financial Officer

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NASH FINCH COMPANY EXHIBIT INDEX TO QUARTERLY REPORT
ON FORM 10-Q
For the Forty Weeks Ended October 7, 2000

Item No.	Item	Method of Filing
10.1	Nash Finch Profit Sharing Plan—1994 Revision Sixth Declaration of Amendment	Filed herewith
10.2	Nash Finch Profit Sharing Plan—1994 Revision Seventh Declaration of Amendment	Filed herewith
10.3	Nash Finch Profit Sharing Plan—1994 Revision Eighth Declaration of Amendment	Filed herewith
27.1	Financial Data Schedule	Filed herewith

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PART I—FINANCIAL INFORMATION
Nash Finch Company and Subsidiaries Notes to Condensed Consolidated Financial Statements October 7, 2000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Charges

PART II—OTHER INFORMATION

Items 1, 2, 3, 4 and 5 are not applicable.
Item 6. Exhibits and Reports on Form 8-K.

SIGNATURES
NASH FINCH COMPANY EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q For the Forty Weeks Ended October 7, 2000

EX-10.1

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NASH-FINCH COMPANY
PROFIT SHARING PLAN
1994 REVISION

Sixth Declaration of Amendment

    Pursuant to the retained power of amendment contained in Section 11.2 of the instrument entitled "Nash-Finch Company Profit Sharing Plan—1994 Revision," the undersigned hereby amends the said instrument in the manner described below.

1.

Section 3.3(A) of the Plan is amended to read as follows:

    3.3   Rollovers and Transfers.

    (A) A Participant who is a Qualified Employee may, with the prior consent of the Administrator, contribute to the Trust, within 60 days of receipt,

    (1) the balance of an individual retirement account to which the only contributions have been one or more "eligible rollover distributions," within the meaning of Code section 402(c)(4), from a plan qualified under Code section 401(a), or

    (2) an eligible rollover distribution from such a qualified plan.

2.

Section 8.1 of the Plan is amended to read as follows:

    8.1   Form and Time of Distribution.

    (A) Following a Participant's termination of employment, the Trustee will distribute to the Participant or, if the Participant has died, to his or her Beneficiary, the balance of the Participant's Accounts. The amount of any distribution made in the form of a lump sum payment will be equal to the aggregate balance of the Participant's Accounts on the day before the distribution date. Subject to the remaining subsections of this Section 8.1 and Sections 8.7 and 8.8, distributions will be made in accordance with the following provisions.

    (1) If the aggregate balance of the Participant's Accounts at the time of the distribution is not more than $5000, distribution to the Participant will be made, in the form of a lump sum cash payment, as soon as administratively practicable following the Participant's termination of employment. This clause will not apply, however, if the Participant's Account balance exceeded $5000 at the time of any previous distribution.

    (2) If clause (1) does not apply, distribution to the Participant will be made or commence, in the form of a lump sum cash payment or installment cash payments, according to the Participant's election, on or as soon as administratively practicable after a date specified by the Participant. If the Participant terminates employment before attaining age 62, distribution to the Participant must be made or commence not later than the date on which the Participant attains age 65. If the Participant had attained age 62 when he or she terminated employment, distribution to the Participant must be made or commence not later than the sixtieth day after the close of the Plan Year during which the Participant terminates employment or attains age 65, whichever is later, unless the Participant elects to defer the distribution in the manner described in Subsection (B).

    (3) If the aggregate balance of a Participant's Accounts at the time of his or her death is not more than $5000, distribution to the Participant's Beneficiary will be made, in the form of a lump sum cash payment, as soon as administratively practicable following the Administrator's receipt of notice of the Participant's death. If the foregoing sentence does not apply, distribution to the Participant's Beneficiary will be made at such time or times and in such manner as the Beneficiary elects in accordance with Subsection (E).

    (B) Subject to the provisions of the other subsections of this Section 8.1, a Participant described in clause (2) of Subsection (A) who has attained age 62 when he or she terminates employment may elect to defer commencement of his or her distribution under the Plan by providing to the Administrator, by a date determined in accordance with Plan Rules, a written, signed statement describing whether the benefit is to be distributed in the form of a lump sum payment or installment payments and specifying the date on which the payment is to be made or commence; provided, that distribution to the Participant must be made or commence not later than the April 1 of the calendar year following the calendar year during which the Participant attains age 70¹/2. Plan Rules may permit a Participant to modify any election in any manner determined by the Administrator to be consistent with Code section 401(a)(14) and Treasury Regulations thereunder and the other provisions of this Section 8.1.

    (C) Notwithstanding Subsection (A)—

    (1) Distribution to any Participant who is a "5-percent owner," within the meaning of the Code section 416, must begin not later than April 1 of the calendar year after the Participant attains age 70¹/2, whether or not the Participant has terminated employment, as if he or she had terminated employment on the last day of the Plan Year during which he or she attained age 70¹/2. Once distributions have begun to a 5-percent owner under this subsection (C)(1), distributions must continue even if the Participant ceases to be a 5-percent owner in a subsequent year.

    (2) Distribution to any other Participant who has attained age 70¹/2 after December 31, 1999 may, at the election of the Participant, begin not later than April 1 of the calendar year after the Participant attains age 70¹/2 even though the Participant has not terminated employment, as if he or she terminated employment on the last day of the Plan Year during which he or she attained age 70¹/2. The Participant's election must be made in accordance with and is subject to Plan Rules. The election is irrevocable after it is received by the Administrator.

    (3) A Participant who attained age 70¹/2 before January 1, 2000, and is not a 5-percent owner may, while he or she is an Employee, elect to stop distributions. The election must be made in accordance with and is subject to Plan Rules, must be received by the Administrator not later than a date specified in Plan Rules, and will become effective as soon as administratively practicable after it is received by the Administrator. The election is irrevocable after it is received by the Administrator. If distributions to a Participant are stopped pursuant to this clause, the Participant's prior elections pursuant to this section will cease to be effective and his or her benefit will recommence in accordance with the other subsections of this Section 8.1 without regard to such prior elections following his or her subsequent termination of employment.

    (D) If a distribution is to be made in installments, such installments will be substantially equal in amount and paid on a quarterly, semi-annual or annual basis, for a period not extending beyond either the Participant's life expectancy or the life expectancy of the Participant and the Participant's Beneficiary; and, if the Participant's Beneficiary is not the Participant's spouse, the period over which such payments are to be made will be determined by reference to the applicable table of joint life expectancies set forth in Treasury Regulation section 1.401(a)(9)-2. Notwithstanding the foregoing, not more than once each Plan Year, a Participant who is receiving installment payments may elect, in accordance with Plan Rules, to either increase the amount of the installment payments or to receive a lump sum payment of all or a portion of his or her remaining Account balances. Prior to the Participant's "required beginning date," within the meaning of Code section 401(a)(9), the Participant may elect, in writing to the Administrator, whether the life expectancies for the Participant and the Participant's spouse are to be recalculated

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on an annual basis for purposes of determining the amount of each installment payment. Any such election will become irrevocable as of the date specified above. If no such election is made, the life expectancies of the Participant and the Participant's spouse will not be recalculated on an annual basis.

    (E) If a Participant dies before receiving the full amount to which he or she is entitled, the amount remaining will be distributed to the Participant's Beneficiary at such time or times and in such manner as the Beneficiary elects, subject, however to the following rules—

    (1) If the Participant dies after April 1 of the calendar year following the calendar year during which he or she has both attained age 70¹/2 and terminated employment, the distribution will be made to the Beneficiary at a rate that would result in the benefit being distributed at least as rapidly as if distribution were made at the same rate as was in effect immediately prior to the Participant's death.

    (2) If the Participant dies before April 1 of the calendar year following the calendar year during which he or she has both attained age 70¹/2 and terminated employment, the distribution will, at the Beneficiary's election, be made either—

    (a) in its entirety no later than December 31 of the calendar year which contains the fifth anniversary of the date of the Participant's death, or

    (b) in installments, commencing no later than December 31 of the calendar year immediately following the calendar year in which the Participant died (unless the Beneficiary is the Participant's spouse, in which case payments will begin no later than the later of the date specified above or December 31 of the calendar year in which the Participant would have attained age 70¹/2 had he or she lived), and being paid over a period not exceeding the Beneficiary's remaining life expectancy (as determined on the basis of the Beneficiary's age as of the date on which payments are required to commence under this clause (2) and, if the Beneficiary is the Participant's spouse, as redetermined on an annual basis).

For purposes of this clause (2), if a Participant is a "5-percent owner" within the meaning of Code section 416, then he or she will be deemed to have terminated employment upon attaining age 70¹/2.

    (3) A Beneficiary's election with respect to the time and manner in which any amount remaining at the Participant's death will be distributed must be made no later than the earlier of the dates set forth in clause (2)(a) and (2)(b) above, and is irrevocable following such date. If the Beneficiary fails to make an election under clause (2), distribution will be made in the manner set forth at clause (2)(a). If the Participant's spouse is the Beneficiary and dies after the Participant's death but before distributions to such spouse have commenced, the foregoing rules will be applied as if the surviving spouse were the Participant, including the substitution of the surviving spouse's date of death for the Participant's date of death; provided that the alternative commencement date in clause (2)(b) relating to the date on which the Participant would have attained age 70¹/2 had he or she lived will not be available.

    (F) Notwithstanding any other provision of the Plan to the contrary, distributions will be made in accordance with Treasury Regulations issued under Code section 401(a)(9), including Treasury Regulation section 1.401(a)(9)-2, and any provisions of the Plan reflecting Code section 401(a)(9) take precedence over any distribution options that are inconsistent with Code section 401(a)(9).

    The amendment set forth at item 1 above is effective as of January 1, 1998 and applies to all Participants, including those who terminated employment before January 1, 1998. The amendment set

3

forth at item 2 above is effective as of April 2, 2000; provided, first that the provisions of Section 8.1(D) and 8.1(E), as amended to reflect section 1404 of the Small Business Job Protection Act of 1996, are effective as of January 1, 1997; and, second, that the provisions of Section 8.1(C)(2) are effective as November 1, 2000.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this 24th day of October, 2000.

		NASH FINCH COMPANY
Attest:	/s/ NORMAN R. SOLANDSecretary	By:	/s/ RON MARSHALLPresident

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NASH-FINCH COMPANY PROFIT SHARING PLAN 1994 REVISION
Sixth Declaration of Amendment

EX-10.2

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NASH-FINCH COMPANY
PROFIT SHARING PLAN
1994 REVISION

Seventh Declaration of Amendment

    Pursuant to the retained power of amendment contained in Section 11.2 of the instrument entitled "Nash-Finch Company Profit Sharing Plan—1994 Revision," the undersigned hereby amends the said instrument in the manner described below.

1.

Section 2.1(A)(2) thereof is amended to read as follows:

    (2) the last day of the three-month period that begins on the day on which he or she first completes an Hour of Service of the type specified at Section 10.3(A)(1) for the purpose of having Pre-Tax Contributions made on his or her behalf pursuant to Section 3.1; and

2.

Section 2.1(B) thereof is amended to read as follows:

    (B) If an Employee is not a Qualified Employee on the date on which he or she would otherwise be eligible to participate in the Plan for the purpose specified in Subsection (A)(2), he or she will become eligible to participate in the Plan for that purpose as of the first following date on which he or she completes an Hour of Service of the type specified at Section 10.3(A)(1) as a Qualified Employee. If an Employee is not a Qualified Employee on the date on which he or she would otherwise be eligible to participate in the Plan for the purpose specified in Subsection (A)(3), he or she will become eligible to participate for that purpose as of the first day of the calendar quarter that falls on or next follows the date on which he or she becomes a Qualified Employee if he or she remains a Qualified Employee on the date on which he or she would otherwise be eligible to participate.

3.

Section 2.2 thereof is amended to read as follows:

2.2  Termination Prior to Entry Date.  If an Employee who terminates employment before the date on which he or she would otherwise be eligible to participate in the Plan for a specified purpose again becomes an Employee after that date:

(a)

he or she will be treated as a new Employee and his or her previous service will be disregarded in determining his or her new three-month period pursuant to Section 2.1(A)(2); provided, that if he or she again becomes an Employee before the end of the Computation Period in effect when he or she terminated employment and he or she completes one Year of Service during that Computation Period, in no case will he or she become eligible to participate in the Plan for the purpose specified in Section 2.1(A)(2) later than the first day of the first payroll period that begins after the last day of that Computation Period if he or she is a Qualified Employee on the day on which he or she would otherwise be eligible to participate; and



(b)

with respect to his or her eligibility to participate for the purpose specified in Section 2.1(A)(3),



(i)

if he or she terminated employment before the last day of the first Computation Period during which he or she completes one Year of Service, he or she will be treated as a new Employee and his or her previous service will be disregarded in determining his or her new Computation Period,



(ii)

if he or she terminated employment after completing one Year of Service but before completing two Years of Service, he or she will be treated as a new Employee and his or her previous service will be disregarded in determining his or her new Computation Period if his or her service is lost pursuant to Section 10.5, or

(iii)

if he or she terminated employment after completing two Years of Service but before he or she become eligible to participate for the purpose specified in Section 2.1(A)(3), he or she will be eligible to participate for the purpose specified in Section 2.1(A)(3) as of the first day of the calendar quarter that falls on or next follows the date on which he or she first completes an Hour of Service of the type specified at Section 10.3(A)(1) as a Qualified Employee following his or her termination of employment.

4.

Section 3.1(B)(2) thereof is amended to read as follows:

    (2) In conjunction with a Participant's entering or reentering the Plan pursuant to Article II, reduction of the Participant's Eligible Earnings will begin as soon as administratively practicable after the Administrator receives the Participant's complete and accurate election in form prescribed by Plan Rules.

5.

Section 5.2 thereof is amended to read as follows:

5.2  Contribution Investment Directions.  (A) In conjunction with his or her enrollment in the Plan, a Participant must direct the manner in which contributions to his or her Accounts will be invested among the investment funds maintained pursuant to Section 5.1. Investment directions must be made in five percent increments and may be made separately with respect to the Participant's Pre-Tax Contribution Account and with respect to the aggregate of his or her Profit Sharing Contribution and Rollover Accounts. Such a direction must be made in accordance with and is subject to Plan Rules. To the extent a Participant fails to direct Account investments, the Accounts will be invested in the manner specified in Plan Rules.

    (B) A Participant may direct a change in the manner in which future contributions credited to his or her Accounts will be invested among the investment funds maintained pursuant to Section 5.1. Investment directions must be made in five percent increments and may be made separately with respect to the Participant's Pre-Tax Contribution Account and with respect to the aggregate of his or her Profit Sharing Contribution and Rollover Accounts. Such a direction must be made in accordance with and is subject to Plan Rules and will be effective as soon as administratively practicable after the Trustee receives the direction from the Participant in accordance with Plan Rules.

    (C) Plan Rules will include procedures pursuant to which Participants are provided with the opportunity to obtain written confirmation of investment directions made pursuant to this section.

6.

Sections 5.3 and 5.4 thereof are redesignated as Sections 5.4 and 5.5, respectively, and a new Section 5.3 is added thereto which reads as follows:

5.3  Transfer Among Investment Funds.  (A) A Participant may direct the transfer of his or her Accounts among the investment funds maintained pursuant to Section 5.1. Investment directions must be made in five percent increments and may be made separately with respect to the Participant's Pre-Tax Contribution Account and with respect to the aggregate of his or her Profit Sharing Contribution and Rollover Accounts. Such a direction must be made in accordance with and is subject to Plan Rules and will be effective on or as soon as administratively practicable after the Trustee receives the direction from the Participant in accordance with Plan Rules.

    (B) Plan Rules will include procedures pursuant to which Participants are provided with the opportunity to obtain written confirmation of investment directions made pursuant to this section.

    (C) Plan Rules may impose uniform limitations and restrictions applicable to transfers into and out of specific funds.

7.

A new Exhibit D is added thereto in the form attached hereto.

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    The amendments set forth at items 1 through 6 above are effective as of January 1, 2000. The amendment set forth at item 7 above is effective as of December 31, 1999. The amendment set forth at item 6 above applies to all Participants, including those who terminated employment before January 1, 2000.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this 24th day of October, 2000.

		NASH FINCH COMPANY
Attest:	/s/ NORMAN R. SOLANDSecretary	By:	/s/ RON MARSHALLPresident

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NASH-FINCH COMPANY
PROFIT SHARING PLAN

EXHIBIT D

Special Provisions Applicable to the Adoption of
the Plan by Erickson's Diversified Corporation

    This Exhibit D sets forth special provisions of the Plan applicable to the adoption of the Plan by Erickson's Diversified Corporation ("Erickson's") effective as of December 31, 1999.

1.

Eligibility.  (A) Notwithstanding Section 2.1(A)(3) of the Plan, a Qualified Employee of Erickson's on December 31, 1999 who was a participant in the Erickson's Diversified Corporation Profit Sharing Plan on December 31, 1999 is eligible to participate in the Plan for the purpose specified in Section 2.1(A)(3) of the Plan as of December 31, 1999.

    (B) Notwithstanding Sections 2.1(A) and 2.3(A) of the Plan, if a Qualified Employee of Erickson's transfers employment to the Company after the date on which Erickson's became an Affiliated Organization and before January 1, 2000, then

    (1) if the Qualified Employee was a participant in the Erickson's Diversified Corporation 401(k) Plan immediately before the transfer, he or she will be eligible to participate in the Plan for the purpose specified in Section 2.1(A)(2) of the Plan as of the date on which he or she first performs an Hour of Service of the type specified at Section 10.3(A)(1) as a Qualified Employee of the Company, and

    (2) if the Qualified Employee was a participant in the Erickson's Diversified Corporation Profit Sharing Plan immediately before the transfer, he or she will be eligible to participate in the Plan for the purpose specified at Section 2.1(A)(3) of the Plan as of the date on which he or she first performs an Hour of Service of the type specified at Section 10.3(A)(1) as a Qualified Employee of the Company.

2.

Service Credit.  For any Employee of Erickson's on the date on which Erickson's became an Affiliated Organization, the Employee's service with Erickson's prior to that date will be taken into account, in accordance with Article X of the Plan, in determining his or her Years of Service for the purpose of Section 2.1(A)(3) of the Plan and for the purpose of determining whether he or she completes at least 1000 Hours of Service during the 1999 Plan Year for the purpose of Section 3.2(B)(3) of the Plan.

3.

1999 Profit Sharing Contribution.  If Erickson's makes a Profit Sharing Contribution for the 1999 Plan Year, in allocating the contribution pursuant to Section 3.2 (C) of the Plan, an eligible Participant's Eligible Earnings will be deemed to be his or her Eligible Earnings from Erickson's for the period beginning on June 1, 1999 and ending on December 31, 1999; provided, that the limitation on Eligible Earnings pursuant to Section 12.11(B) of the Plan will be equal to the limitation in effect for the 1999 Plan Year multiplied by a fraction, the numerator of which is seven and the denominator of which is 12.

QuickLinks

NASH-FINCH COMPANY PROFIT SHARING PLAN 1994 REVISION
Seventh Declaration of Amendment
NASH-FINCH COMPANY PROFIT SHARING PLAN
EXHIBIT D
Special Provisions Applicable to the Adoption of the Plan by Erickson's Diversified Corporation

EX-10.3

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NASH-FINCH COMPANY
PROFIT SHARING PLAN
1994 REVISION

Eighth Declaration of Amendment

    Pursuant to the retained power of amendment contained in Section 11.2 of the instrument entitled "Nash-Finch Company Profit Sharing Plan—1994 Revision," the undersigned hereby amends the said instrument by adding a new Exhibit E in the form attached hereto.

    The amendment set forth above is effective as of January 31, 2000.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by its duly authorized officers this 24th day of October, 2000.

		NASH FINCH COMPANY
Attest:	/s/ NORMAN R. SOLANDSecretary	By:	/s/ RON MARSHALLPresident

NASH-FINCH COMPANY
PROFIT SHARING PLAN

EXHIBIT E

Special Provisions Applicable to the Adoption of
the Plan by Hinky Dinky Supermarkets, Inc.

    This Exhibit E sets forth special provisions of the Plan applicable to the adoption of the Plan by Hinky Dinky Supermarkets, Inc. ("HDSI") effective as of January 31, 2000.

1.

Service Credit.  Service completed as an employee with HDSI or Hinky Dinky Auburn, L.L.C., Hinky Dinky Beatrice, L.L.C., H.D. Crete, L.L.C., Hinky Dinky Falls City, L.L.C., Hinky Dinky Holdrege, L.L.C., Hinky Dinky Leavenworth, L.L.C., Hinky Dinky Lincoln #9, L.L.C., Hinky Dinky Lincoln #11, L.L.C., Hinky Dinky McCook, L.L.C., Hinky Dinky O'Neill, L.L.C. and Hinky Dinky Wahoo-Seward, L.L.C. prior to the date on which HDSI became an Affiliated Organization, will be taken into account under the Plan for all purposes in accordance with the provisions of Article X but only with respect to any individual who was an Employee on January 31, 2000.

2.

Entry Dates.  A Qualified Employee who is entitled to prior service credit pursuant to this Exhibit E will become eligible to participate in the Plan as follows:

•

For the purpose of having a rollover or transfer made on his or her behalf pursuant to Section 3.3, on January 31, 2000;

•

For the purpose of having Pre-Tax Contributions made on his or her behalf pursuant to Section 3.1, on (a) January 31, 2000 if the Qualified Employee was a participant in the Hinky Dinky Supermarkets, Inc. 401(k) Profit Sharing Plan on January 31, 2000 or (b) the last day of the three-month period that begins on the day on which he or she first completes an Hour of Service of the type specified at Section 10.3(A)(1); and

•

For the purpose of being eligible to share in the allocation of Profit Sharing Contributions made pursuant to Section 3.2, on the later of (a) April 1, 2000 and (b) the first day of the calendar quarter that falls on or next follows the last day of the Computation Period during which he or she first completes two Years of Service.

QuickLinks

NASH-FINCH COMPANY PROFIT SHARING PLAN 1994 REVISION
Eighth Declaration of Amendment
NASH-FINCH COMPANY PROFIT SHARING PLAN
EXHIBIT E
Special Provisions Applicable to the Adoption of the Plan by Hinky Dinky Supermarkets, Inc.

EX-27

 


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