-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KR6xXS5thBoYz0wY992VxX8xTv2Yg8GYCXXC49U2cWc80GkYe/PdudrtemToZ8ka kcOoxrAzdShkwPsHAc9XZA== 0000912057-96-004675.txt : 19960319 0000912057-96-004675.hdr.sgml : 19960319 ACCESSION NUMBER: 0000912057-96-004675 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960102 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960318 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASH FINCH CO CENTRAL INDEX KEY: 0000069671 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410431960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00785 FILM NUMBER: 96535916 BUSINESS ADDRESS: STREET 1: 7600 FRANCE AVE STREET 2: PO BOX 355 CITY: SOUTH MINNEAPOLIS STATE: MN ZIP: 55435-0355 BUSINESS PHONE: 6128320534 FORMER COMPANY: FORMER CONFORMED NAME: NASH CO DATE OF NAME CHANGE: 19710617 8-K/A 1 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------------- FORM 8-K/A Amendment No. 1 to Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported:) January 2, 1996 ---------------------------- NASH-FINCH COMPANY (Exact name of Registrant as specified in its charter) DELAWARE 0-785 41-0431960 (State of Incorporation) (Commission file (I.R.S. Employer number) Identification No.) 7600 FRANCE AVENUE SOUTH P.O. BOX 355 MINNEAPOLIS, MINNESOTA 55440-0355 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (612) 832-0534 ------------------------------ The undersigned registrant hereby amends the following items, financial statements, exhibits, or other portions of its Current Report on Form 8-K as set forth herein: Item 7 of the registrant's Current Report on Form 8-K dated January 2, 1996 and filed with the Commission on January 17, 1996 is hereby amended to include the financial statements and pro forma financial information indicated in Item 7 below. Item 7. Financial Statements and Exhibits (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Auditor's Report dated February 2, 1996 Balance Sheets -- December 31, 1995 and December 31, 1994 Statements of Income -- Fiscal years ended December 31, 1995 and December 31, 1994 Statements of Stockholders' Equity -- Fiscal years ended December 31, 1995 and December 31, 1994 Statements of Cash Flows -- Fiscal years ended December 31, 1995 and December 31, 1994 Notes to Financial Statements of Military Distributors of Virginia, Inc. MILITARY DISTRIBUTORS OF VIRGINIA, INC. NORFOLK, VIRGINIA FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1995 AND 1994 REPORT OF INDEPENDENT AUDITORS The Directors and Stockholders MILITARY DISTRIBUTORS OF VIRGINIA, INC. Norfolk, Virginia We have audited the accompanying balance sheets of MILITARY DISTRIBUTORS OF VIRGINIA, INC. as of December 31, 1995 and 1994, and the related statements of income, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MILITARY DISTRIBUTORS OF VIRGINIA, INC., as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 9, substantially all of the assets of the Company were sold on January 2, 1996. One Commercial Place Norfolk, Virginia February 2, 1996 MILITARY DISTRIBUTORS OF VIRGINIA, INC. BALANCE SHEETS DECEMBER 31, 1995 AND 1994 (NEXT PAGE) MILITARY DISTRIBUTORS OF VIRGINIA, INC. BALANCE SHEETS
- --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- DECEMBER 31, 1995 1994 - --------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash $ 474,764 $ 1,122,942 Accounts receivable - trade (net of allowance for doubtful accounts: 1995 - $43,000; 1994 - $57,302) 42,870,708 28,597,142 Notes receivable 206,195 198,486 Inventory 16,410,698 15,187,251 Prepaid expenses 475,668 354,039 --------------------------------- TOTAL CURRENT ASSETS 60,438,033 45,459,860 --------------------------------- PROPERTY AND EQUIPMENT, AT COST Land 107,200 107,200 Buildings and improvements 1,593,437 1,515,908 Transportation equipment 1,401,951 1,562,832 Warehouse equipment 3,375,533 2,285,497 Office equipment 1,470,014 1,165,674 --------------------------------- 7,948,135 6,637,111 Less - accumulated depreciation (3,027,317) (3,214,605) --------------------------------- 4,920,818 3,422,506 --------------------------------- OTHER ASSETS Deposits 2,830 6,367 Notes receivable 3,036,918 3,199,428 Deferred financing fees 27,317 32,777 Cash surrender value of life insurance 535,000 389,623 --------------------------------- 3,602,065 3,628,195 --------------------------------- $ 68,960,916 $ 52,510,561 ---------------------------------
1995 1994 --------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 27,014,000 $ 16,929,595 Current portion of long-term debt 20,000 50,000 Accounts payable 26,674,467 17,734,154 Accrued expenses 149,519 1,618,354 --------------------------------- Total current liabilities 53,857,986 36,332,103 --------------------------------- LONG-TERM DEBT 590,000 610,000 --------------------------------- STOCKHOLDERS' EQUITY Common stock - $10 par value; 10,000 shares authorized, 5,445 shares issued and outstanding 54,450 54,450 Additional paid-in capital 768,319 768,319 Retained earnings 13,690,161 14,745,689 --------------------------------- Total stockholders' equity 14,512,930 15,568,458 --------------------------------- $ 68,960,916 $ 52,510,561 --------------------------------- ---------------------------------
The accompanying notes are an integral part of these financial statements. MILITARY DISTRIBUTORS OF VIRGINIA, INC. STATEMENTS OF STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- YEARS ENDED DECEMBER 31, 1995 AND 1994 - ------------------------------------------------------------------------------------------------------------------------------- Common Stock ----------------------------- Additional Total Number of Par Value Paid-in Retained Stockholders' Shares Amount Capital Earnings Equity -------------- ------------ --------------- ------------- --------------- BALANCE, DECEMBER 31, 1993 5,445 $ 54,450 $ 768,319 $ 14,032,224 $ 14,854,993 NET INCOME 0 0 0 7,563,465 7,563,465 STOCKHOLDERS' DISTRIBUTIONS 0 0 0 (6,850,000) (6,850,000) ------------------------------------------------------------------------------------------------ BALANCE, DECEMBER 31, 1994 5,445 54,450 768,319 14,745,689 15,568,458 NET INCOME 0 0 0 7,634,472 7,634,472 STOCKHOLDERS' DISTRIBUTIONS 0 0 0 (8,690,000) (8,690,000) ------------------------------------------------------------------------------------------------ BALANCE, DECEMBER 31, 1995 5,445 $ 54,450 $ 768,319 $ 13,690,161 $ 14,512,930 ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements. MILITARY DISTRIBUTORS OF VIRGINIA, INC. STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995 1994 - ------------------------- ---------------- -------------- SALES $ 416,455,897 $ 351,015,962 COST OF SALES 388,750,268 327,031,529 -------------------------------------- GROSS PROFIT 27,705,629 23,984,433 INTEREST EXPENSE 1,563,149 761,339 -------------------------------------- ADJUSTED GROSS PROFIT 26,142,480 23,223,094 -------------------------------------- OPERATING EXPENSES WAREHOUSING 9,099,663 7,023,058 TRANSPORTATION 4,516,098 3,961,005 ADMINISTRATIVE 5,197,142 4,996,383 -------------------------------------- TOTAL OPERATING EXPENSES 18,812,903 15,980,446 -------------------------------------- OPERATING INCOME 7,329,577 7,242,648 OTHER INCOME, NET 304,895 320,817 -------------------------------------- NET INCOME $ 7,634,472 $ 7,563,465 -------------------------------------- --------------------------------------
The accompanying notes are an integral part of these financial statements. MILITARY DISTRIBUTORS OF VIRGINIA, INC. STATEMENTS OF CASH FLOWS
- ---------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- Years Ended December 31, 1995 1994 - ---------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 7,634,472 $ 7,563,465 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 703,044 613,505 Loss on disposal of assets 161,567 14,093 Changes in: Accounts receivable (14,273,566) (6,418,929) Inventory (1,223,447) (4,144,189) Prepaid expenses 29,306 58,754 Accounts payable 8,940,313 3,526,172 Accrued expenses (1,468,835) 29,124 --------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 502,854 1,241,995 --------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Increase in cash surrender value of life insurance (145,377) (106,358) Purchases of property and equipment (2,459,963) (313,205) Proceeds from sale of property and equipment 102,500 23,600 Decrease in deposits 3,537 1,400 Decrease in notes receivable 154,801 151,486 Prepaid selling costs incurred (150,935) 0 --------------------------------- NET CASH USED BY INVESTING ACTIVITIES (2,495,437) (243,077) --------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Distributions to stockholders (8,690,000) (6,850,000) Net increase in short-term borrowings 10,084,405 6,853,925 Principal repayment of long-term debt (50,000) (45,000) --------------------------------- NET CASH USED BY FINANCING ACTIVITIES 1,344,405 (41,075) --------------------------------- NET INCREASE (DECREASE) IN CASH (648,178) 957,843 CASH AT BEGINNING OF YEAR 1,122,942 165,099 --------------------------------- CASH AT END OF YEAR $ 474,764 $ 1,122,942 --------------------------------- --------------------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for interest $ 1,610,799 $ 761,792 --------------------------------- ---------------------------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. MILITARY DISTRIBUTORS OF VIRGINIA, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOTE 1 - ORGANIZATION AND BUSINESS The Company is a Virginia corporation formed in 1974, engaged in the business of warehousing and distribution to facilitate the transfer of grocery items to United States military installations, both domestic and overseas. On January 2, 1996, the Company ceased its warehousing and distribution operations, as discussed in Note 9. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ESTIMATES The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and disclosure of contingent assets and liabilities for the reported periods. Actual results could differ from those estimates and assumptions. CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments, trade receivables from food industry manufacturers, and notes receivable from related parties. The Company places its temporary cash investments with high credit quality financial institutions. As of December 31, 1995 and 1994, the Company had temporary cash investments on deposit in excess of the F.D.I.C. insured limit at a single financial institution. Credit risk with respect to trade receivables is limited due to a significant number of large, publicly traded customers and their disbursion across many different geographic regions. Credit risk with respect to notes receivable from related parties is limited in that the notes are collateralized by a second deed of trust on real property with a market value significantly in excess of the note. ALLOWANCE FOR DOUBTFUL ACCOUNTS Bad debt expense is recognized through an allowance for doubtful accounts as determined by management's review of accounts receivable. INVENTORY Inventory is stated at lower of cost or market value. As described in note 3, cost was determined by the last-in, first-out method. (NOTES CONTINUED ON NEXT PAGE) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) PROPERTY AND EQUIPMENT Property and equipment are depreciated by the straight-line or accelerated methods over the following estimated lives: Buildings and improvements 20 to 40 year Warehouse equipment 5 to 15 year Transportation equipment 5 to 10 year Office equipment 5 to 10 year DEFERRED FINANCING FEES Deferred financing fees are stated at cost, less amounts amortized to income by the straight-line method over a ten year period. INCOME TAXES No provision for income taxes has been made as the Company elected to be taxed as an "S" corporation in 1985. NOTE 3 - INVENTORY The differences between FIFO and LIFO inventory are as follows:
1995 1994 -------------- ------------- FIFO cost $ 19,040,799 $ 17,619,843 Cumulative adjustments to LIFO cost (2,630,101) (2,432,592) -------------- ------------- LIFO cost $ 16,410,698 $ 15,187,251 -------------- ------------- -------------- -------------
If the Company had used the first-in, first-out, (FIFO) method to determine costs, net income for the years ended December 31, 1995 and 1994 would have been increased by $197,509 and $265,443, respectively. NOTE 4 - NOTES RECEIVABLE Details of notes receivable are as follows:
1995 1994 -------------- -------------- Notes receivable - related party (A $ 3,184,218 $ 3,333,830 Notes receivable - others 27,923 30,110 -------------- -------------- 3,212,141 3,363,940 Less - current portion 175,223 164,512 -------------- -------------- Noncurrent portion $ 3,036,918 $ 3,199,428 -------------- -------------- -------------- --------------
(NOTES CONTINUED ON NEXT PAGE) NOTE 4 - NOTES RECEIVABLE (Continued) (A) Long-term notes related to the sale of warehouse facilities to a related party, payable in 174 monthly installments through July, 2007 of $36,965 including interest at 9%, collateralized by a second deed of trust on the property sold. NOTE 5 - NOTES PAYABLE Details of note payable are as follows:
1995 1994 -------------- -------------- Note payable - bank (A $ 27,014,000 $ 12,800,000 Related party - secured (B - 3,429,720 Others - unsecured (C - 699,875 -------------- -------------- $ 27,014,000 $ 16,929,595 -------------- -------------- -------------- --------------
(A) A revolving credit arrangement under which the bank will loan the lesser of $15,000,000 or 80% of eligible accounts receivable and 50% of eligible inventory. In addition, the bank provided additional temporary financing to allow for distributions to shareholders to be paid prior to the sale of assets on January 2, 1996 discussed in Note 9. Interest is at the lower of (a) prime or (b) the 30 day LIBOR rate plus 1.25%. The note is collateralized by inventory, accounts receivable, equipment, and other security. The note is reviewed for renewal on an annual basis. The note is currently due on May 31, 1996. (B) Demand note payable to a related Company with interest at prime, collateralized by a second lien on inventory, accounts receivable, and equipment. (C) Uncollateralized demand notes payable to related parties with interest at prime. NOTE 6 - LONG-TERM DEBT Details of long-term debt are as follows:
1995 1994 ----------- ----------- Industrial Revenue Bond (A $ 610,000 $ 660,000 Less - current portion 20,000 50,000 ----------- ----------- Long-term portion $ 590,000 $ 610,000 ----------- ----------- ----------- -----------
(A) Industrial Revenue Bond, collateralized by deed of trust, related to the financing of the acquisition, construction and expansion of the Company's storage and office facilities, payable in annual installments of principal ranging from $20,000 to $45,000 plus interest at 7%, payable from October, 1991, through October, 2005 with a balloon payment of $350,000 due at that time, secured by a letter of credit. The letter of credit is collateralized by a deed of trust on real estate appraised at over $1,300,000. (Notes continued on next page) NOTE 6 - LONG-TERM DEBT (Continued) Maturities of the remaining long-term debt for the next five years will be as follows: 1996 $ 20,000 1997 $ 25,000 1998 $ 25,000 1999 $ 25,000 2000 $ 25,000
NOTE 7 - LEASE COMMITMENTS The Company leases transportation equipment, computer equipment, and warehouse facilities under operating lease agreements with varying terms. In addition, the Company sold its primary warehouse facility to a related party on December 31, 1992, which it leases back on a long-term basis at an initial annual rent of $799,879, subject to a 3% annual escalation. At December 31, 1995, future minimum lease obligations are as follows: 1996 $ 2,653,252 1997 $ 2,609,343 1998 $ 2,341,389 1999 $ 1,652,825 2000 $ 1,511,113 Thereafter $ 6,174,272
NOTE 8 - PROFIT SHARING PLAN The Company provides a profit sharing plan for substantially all employees. The contribution is determined annually by the Board of Directors, but cannot exceed the amounts allowable by the Internal Revenue Code. The Company made contributions of $511,436 and $561,825 for the years ended December 31, 1995 and 1994, respectively. NOTE 9 - SUBSEQUENT EVENT On January 2, 1996, substantially all of the Company's assets were sold for $56,000,000 plus assumption of all the Company's liabilities and leases. Prepaid costs of $150,935 related to the sale were incurred during 1995 and are included in prepaid expenses. In addition, the Company entered into a management agreement with the buyer for a period of six years. After the sale, substantially all the proceeds were distributed to the shareholders. * * * * * (b) PRO FORMA FINANCIAL INFORMATION Unaudited condensed pro forma combined Balance Sheet of Nash Finch Company and Military Distributors of Virginia, Inc. as of October 7, 1995 Unaudited condensed pro forma combined Statement of Income of Nash Finch Company and Military Distributors of Virginia, Inc. for the nine months ended October 7, 1995 Unaudited condensed pro forma combined Statement of Income of Nash Finch Company and Military Distributors of Virginia, Inc. for the fiscal year ended December 31, 1994 Unaudited Pro Forma Financial Information In January 1996, Nash Finch Company (the "Company") acquired substantially all of the assets of Military Distributors of Virginia, Inc. ("MDV"). The aggregate purchase price paid by the Company consisted of $56.0 million in cash plus the assumption of liabilities totaling an additional $54.0 million. The assets acquired included certain real property, leasehold interests in real property and equipment, fixed assets, inventory, receivables, supplies and contractual rights. The terms of the acquisition were the result of arm's length negotiations between the parties, and the acquisition will be accounted for as a purchase. The accompanying unaudited pro forma combined financial statements are included herein as required by rules of the Securities and Exchange Commission ("SEC"). Such pro forma financial statements do not purport to be indicative of the results of future combined operations. The pro forma combined financial statements are based upon the historical financial statements of the Company and MDV and should be read in conjunction with those historical financial statements as they appear elsewhere in this filing or previous filings with the SEC. The unaudited pro forma combined balance sheet was prepared as if the transactions were consummated as of October 7, 1995. The unaudited pro forma combined statements of income for the year ended December 31, 1994 and for the nine months ended October 7, 1995 assume the acquisition had been consummated as of January 2, 1994, the beginning of the fiscal year presented. The pro forma statements of income and the balance sheet presented have been adjusted for the effects of costs, expenses, assets and liabilities which might have been incurred or assumed had the acquisition been effected on the dates indicated. The pro forma combination of the Company and MDV has been prepared under the purchase method of accounting. Therefore, the purchase price of approximately $110 million has been allocated to the fair values of the net assets acquired. The excess purchase price over the fair value of net assets acquired has been recorded as goodwill in the accompanying pro forma financial statements and amortized over a period of 15 years. UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET For the Nine Months Ended October 7, 1995 (In thousands)
Historical ---------------------------------- Nash Finch Military Distributors Pro Forma Company of Virginia Combined Adjustments Pro Forma ------------ ---------------------- -------- ----------- ----------- ASSETS Cash and cash equivalents $ 7,040 1,955 8,995 8,995 Accounts and notes receivable, net 95,711 36,956 132,667 132,667 Inventories 207,141 21,312 228,453 228,453 Other current assets 15,612 348 15,960 15,960 ----------- ---------- ---------- ----------- Total Current Assets 325,504 60,571 386,075 386,075 Investments and noncurrent receivables 12,723 - 12,723 12,723 Property, plant and equipment, net 182,870 4,394 187,264 416(1) 187,680 Other assets 8,703 39 8,742 42,585(2) 51,327 ----------- --------- ---------- --------- --------- Total Assets $ 529,800 65,004 594,804 43,001 637,805 ----------- --------- ---------- --------- --------- ----------- --------- ---------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Short-term borrowings $ 300 22,477 22,777 22,777 Current maturities of long-term obligations 13,842 40 13,882 13,882 Accounts payable 168,953 25,312 194,265 194,265 Accrued and other current liabilities 41,538 2,197 43,735 43,735 ----------- ---------- ---------- ----------- Total Current Liabilities 224,633 50,026 274,659 274,659 Long-term debt, less current maturities 72,148 620 72,768 57,359(3) 130,127 Capitalized lease obligations 10,265 - 10,265 10,265 Deferred credits and other liabilities 8,747 - 8,747 8,747 Stockholders' equity 214,007 14,358 228,365 (14,358) 214,007 ----------- --------- ---------- --------- --------- Total Liabilities & Stockholders' Equity $ 529,800 65,004 594,804 43,001 637,805 ----------- --------- ---------- --------- --------- ----------- --------- ---------- --------- ---------
See accompanying notes to unaudited pro forma financial statements Notes to Unaudited Condensed Pro Forma Combined Balance Sheet For the Nine Months Ended October 7, 1995 1. To adjust the cost of property, plant and equipment to fair market value. 2. To record purchase price in excess of fair market value of the net assets acquired. 3. To record additional debt incurred by the Company to fund the acquisition. UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME For the Nine Months Ended October 7, 1995 (In thousands except per share amount)
Historical ---------------------------------- Nash Finch Military Distributors Pro Forma Company of Virginia Combined Adjustments Pro Forma ------------ ---------------------- ----------- ----------- ----------- Total sales and revenues $ 2,218,937 296,676 2,515,613 - 2,515,613 Cost and Expenses: Cost of sales 1,895,516 277,154 2,172,670 - 2,172,670 Selling, general and administrative and other operating expenses 269,267 12,624 281,891 2,185 (1) 280,300 (3,776)(2) Depreciation and amortization 22,594 493 23,087 64 (3) 23,151 Interest expense 8,715 1,137 9,852 3,585 (4) 13,437 ------------ ---------- --------- ------ ---------- Total costs and expenses 2,196,092 291,408 2,487,500 2,058 2,489,558 Earnings before income taxes 22,845 5,268 28,113 (2,058) 26,055 Income taxes 9,252 257 9,509 913(5) 10,422 ------------ ---------- --------- ------ ---------- Net earnings $ 13,593 5,011 18,604 (2,971) 15,633 ------------ ---------- --------- ------ ---------- ------------ ---------- --------- ------ ---------- Earnings Per Share $1.44 ---------- ---------- Weighted average number of common shares outstanding 10,875 ---------- ----------
See accompanying notes to unaudited pro forma financial statements UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME For the Fiscal Year Ended December 31, 1994 (In thousands except per share amount)
Historical ---------------------------------- Nash Finch Military Distributors Pro Forma Company of Virginia Combined Adjustments Pro Forma ------------ ---------------------- -------- ----------- ----------- Total revenues $2,832,000 351,337 3,183,337 - 3,183,337 Cost and expenses: Cost of sales 2,410,292 327,032 2,737,324 - 2,737,324 Selling, general and administrative, and other operating expenses 352,683 15,366 368,049 2,839 (1) (3,624)(2) 367,264 Depreciation and amortization 31,831 614 32,445 83 (3) 32,528 Interest expense 11,384 761 12,145 5,456 (4) 17,601 --------- --------- --------- -------- --------- Total costs and expenses 2,806,190 343,773 3,149,963 4,754 3,154,717 Earnings before income taxes 25,810 7,564 33,374 (4,754) 28,620 Income taxes 10,330 - 10,330 1,124 (5) 11,454 --------- --------- --------- -------- --------- Net earnings $ 15,480 7,564 23,044 (5,878) 17,166 --------- --------- --------- -------- --------- --------- --------- --------- -------- --------- Earnings Per Share $1.58 ------- ------- Weighted average number of common shares outstanding 10,873 ------- -------
See accompanying notes to unaudited pro forma financial statements Notes to Unaudited Condensed Pro Forma Combined Statements of Income For the the Nine Months ended October 7, 1995 and Fiscal Year Ended December 31, 1994. 1. Amortization expense related to purchase price in excess of fair market value of net assets acquired. Expense is based on a straight line amortization over 15 years. 2. Represents estimated expense reductions resulting from synergies realized from the consolidation with the Company's existing military distribution operations. 3. Additional depreciation resulting from the write up of property, plant and equipment to fair market value. 4. Interest expense for approximately $57.0 million in additional bank debt used to fund the acquisition. 5. Adjust income taxes to reflect an estimated effective tax rate of 40%. (c) EXHIBITS 23.1 Consent of Goodman & Company, L.L.P. 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: March 18, 1996 By /s/ Lawrence A. Wojtasiak -------------------------------- LAWRENCE A. WOJTASIAK CONTROLLER EXHIBIT INDEX Exhibit Document - ------- -------- 23.1 Consent of Independent Accountants EX-23.1 2 EXHIBIT 23-1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statements of Nash-Finch Company on Form S-8 (File No. 33-64313) and Form S-8 (File No. 33- 54487) of our report dated February 2, 1996, on our audits of the financial statements and financial statement schedules of Military Distributors of Virginia, Inc. as of December 31, 1995 and 1994, and for the years ended December 31, 1995 and 1994, which report is included in the Current Report on Form 8-K. GOODMAN & COMPANY, L.L.P. Norfolk, Virginia March 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----