8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): May 4, 2009

Nash-Finch Company

(Exact name of Registrant as specified in its charter)

Delaware	0-785	41-0431960
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7600 France Avenue South, Minneapolis, Minnesota	55435
(Address of principal executive offices)	(Zip Code)

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

     On May 4, 2009, Nash-Finch Company (“Nash Finch”) issued a press release announcing its results for the twelve weeks ended March 28, 2009. The press release by which these results were announced is furnished herewith as Exhibit 99.1.

     The press release (including the schedules attached thereto) includes four financial measures that are considered “non-GAAP” financial measures for purposes of the SEC’s Regulation G — Consolidated EBITDA, leverage ratio, senior secured leverage ratio and interest coverage ratio. Each of these financial measures is defined in the press release and, as required by Regulation G, Nash Finch has disclosed in the press release information regarding the GAAP financial measures which are most directly comparable to each of these non-GAAP financial measures, and reconciling information between the GAAP and non-GAAP financial measures. Relevant reconciling information is also provided on the “Investor Relations” portion of our website, under the caption “Presentations — Supplemental Financial Information.”

     These non-GAAP financial measures are included in the press release because Nash Finch management believes that these measures provide useful information to investors because of their importance to the measurement of operating performance and is a metric used to determine payout of performance units pursuant to our Short-Term and Long-Term Incentive Plans.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press Release issued by the registrant, dated May 4, 2009.

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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 hereunto duly authorized.

	NASH-FINCH COMPANY
Date: May 4, 2009	By:	/s/ Robert B. Dimond
		Name:	Robert B. Dimond
		Title:	Executive Vice President and Chief Financial Officer

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NASH-FINCH COMPANY
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
DATED MAY 4, 2009

Exhibit No.	Description	Method of Filing
99.1	Press Release, issued by the Registrant, dated May 4, 2009	Furnished herewith

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EX-99.1

Nash Finch Reports First Quarter 2009 Results

New Customer Additions and Recent Acquisition Fuel Growth

     MINNEAPOLIS (May 4, 2009) — Nash Finch Company (NASDAQ: NAFC), a Fortune 500 Company and one of the leading food distribution companies in the United States, today announced financial results for the twelve weeks (first quarter) ended March 28, 2009.

Financial Results

     Total company sales for the first quarter 2009 were $1.14 billion compared to $1.00 billion in the prior-year quarter, an increase of 13.5%. Excluding the impact of the sales increase of $111.8 million attributable to the acquisition of three military distribution centers on January 31, 2009, total company sales increased 2.4% relative to last year. The first quarter was negatively impacted by the shift of Easter to the second quarter in 2009 from the first quarter in 2008 and created a sales variance in the first quarter of approximately $8.4 million, or 0.8%. Excluding the impact of the acquired distribution centers and the Easter shift, comparable sales increased 3.2%.

     Net earnings for the first quarter 2009 were $14.4 million, or $1.08 per diluted share, as compared to net earnings of $10.6 million, or $0.80 per diluted share, in the prior year quarter. Net earnings for the first quarter 2009 were favorably affected by several significant items totaling $6.2 million, or $0.46 per diluted share, compared to $2.8 million, or $0.21 per diluted share, in 2008. The significant items are detailed in the table below.

     Consolidated EBITDA¹ for the first quarter 2009 was $29.2 million, or 2.6% of sales, as compared to $30.6 million, or 3.0% of sales, for the prior year quarter. The slight reduction in Consolidated EBITDA was largely attributable to higher than normal inflationary gains in our inventories last year, largely offset by improvements in our military segment and overhead expense reductions accomplished during the most recent quarter. As anticipated, total company Consolidated EBITDA margin was negatively impacted by approximately 0.2% of sales as compared to 2008 due to the results of the three acquired military distribution centers in the 2009 quarter which operate at a lower EBITDA margin rate than the Company’s historical average Consolidated EBITDA margin. Consolidated EBITDA is a non-GAAP financial

¹ Consolidated EBITDA, and segment EBITDA is calculated as earnings before interest, income tax, depreciation and amortization, adjusted to exclude extraordinary gains or losses, gains or losses from sales of assets other than inventory in the ordinary course of business, and non-cash charges (such as LIFO, asset impairments, closed store lease costs and share-based compensation), less cash payments made during the current period on non-cash charges recorded in prior periods. Consolidated EBITDA should not be considered an alternative measure of our net income, operating performance, cash flows or liquidity. Consolidated EBITDA is provided as additional information as a key metric used to determine payout pursuant to our Short-Term and Long-Term Incentive Plans.

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measure that is reconciled to the most directly comparable GAAP financial results in the attached financial statements.

     “The Company’s comparable sales increase of 3.2% in the first quarter reflects the stability of our three business segments despite the very challenging economic conditions that our country is facing,” said Alec Covington, President and CEO of Nash Finch. “The recent acquisition of three distribution centers previously operated by GSC Enterprises of Texas is already having a positive impact on our results. Integration plans are ahead of schedule and we are very pleased to have these facilities and associates as part of Nash Finch.”

     The following table identifies the significant items affecting our Consolidated EBITDA, net earnings and diluted earnings per share for the first quarter 2009 and prior year results:

	1st Quarter			1st Quarter
(dollars in millions except per share amounts)	2009			2008
Significant credits (charges)
Reduction in customer bad debt reserves	$	—			1.8
Promotional markdowns & closure costs of retail stores		—			(0.4	)
Lease buyout payment		—			(1.4	)
Acquisition costs & tax consulting fees		(0.9	)		—
Gain on sale of intangible		—			0.3
Significant net credits (charges) impacting Consolidated EBITDA		(0.9	)		0.3
Gain on acquisition of a business		6.7			—
Increase in share based compensation expense		(1.4	)		—
Net reduction (increase) in lease reserves		(1.3	)		2.6
Total significant net credits impacting earnings before tax		3.1			2.9
Income tax on significant net credits		(1.2	)		(1.1	)
Income tax effect on gain on acquisition of a business		2.7			—
Reversal of previously recorded income tax reserves and refunds		1.6			1.0
Total significant net credits impacting net earnings	$	6.2			2.8
Diluted earnings per share impact	$	0.46			0.21

Food Distribution Results

	1st Quarter			1st Quarter			%
(dollars in millions)	2009			2008			Change
Sales	$	602.0			594.2			1.3	%
Segment EBITDA1	$	20.9			25.3			(17.2	%)
Percentage of Sales		3.5	%		4.3	%

     The increase in the first quarter 2009 food distribution segment sales versus the comparable 2008 period was primarily attributable to new account gains. This was offset by the shift of Easter to the second quarter 2009 versus the first quarter in 2008 which resulted in a sales variance in the first quarter of approximately $7.1 million, or 1.2% to last year. Excluding the impact of the timing of the Easter holiday, food distribution sales increased 2.5% relative to last year.

     The food distribution segment EBITDA decreased by 17.2% in the first quarter 2009 compared to the

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same period last year. This decline is partially due to high inflation in the previous year resulting in higher than normal prior year gross margin performance. In addition, declines in commodity prices in the current year have also temporarily impacted gross margin performance.

Military Distribution Results

	1st Quarter			1st Quarter			%
(dollars in millions)	2009			2008			Change
Sales	$	410.2			280.3			46.4	%
Segment EBITDA1	$	13.1			11.2			16.6	%
Percentage of Sales		3.2	%		4.0	%

     The military segment sales increased 46.4% reflecting the impact of the acquisition of three military distribution centers on January 31, 2009 and continued positive organic growth of the pre-exiting business. Adjusting for the sales impact of these three distribution centers of $111.8 million, military sales increased 6.5% in the first quarter primarily due to stronger domestic sales activity.

     The military segment EBITDA increased by 16.6% in the first quarter 2009 compared to the prior year period. The military EBITDA margin as a percentage of sales was 3.2% in the first quarter 2009 as compared to 4.0% in the prior year and included acquisition transaction costs of $0.5 million, or 0.1% of sales. In addition, the military segment EBITDA margin was negatively impacted by approximately 0.7% of sales as compared to 2008 due to the results of the three newly acquired distribution centers which operate at a lower EBITDA margin than the rest of our military business.

     “We have long since realized the growth potential of our military segment, and it is clear that our customers are pleased with our decision to continue to invest in this area of our business”, said Covington. “We remain optimistic about the future growth and expansion possibilities that we believe are possible as a result of the addition of the newly acquired distribution centers to our pre-existing network.”

Retail Results

	1st Quarter			1st Quarter			%
(dollars in millions)	2009			2008			Change
Sales	$	128.1			130.4			(1.8	%)
Segment EBITDA1	$	5.7			6.6			(13.7	%)
Percentage of Sales		4.5	%		5.1	%

     The retail segment sales decrease in the first quarter comparison is primarily attributable to a decline in same store sales of 2.3% in the first quarter 2009 when compared to the same period in 2008. However, same store sales were negatively impacted by approximately $1.3 million, or 1.0%, due to the shift of Easter to the second quarter in 2009 from the first quarter in 2008. Excluding the impact of this holiday shift, same store sales would have declined 1.3% to last year.

     The retail segment EBITDA comparisons for the quarter were down partially due to costs incurred relative to certain non-capitalizable store pre-opening costs. In addition, the 2008 quarter benefited by $0.3

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million, or 0.2% of sales, due to a gain realized on the sale of an intangible asset.

     In summary, Consolidated EBITDA decreased $1.4 million for the first quarter to $29.2 million for the current year compared to $30.6 million for the prior year. This was due to decreases of $4.4 million and $0.9 million in the food distribution and retail segments, respectively, which were partially offset by an increase of $1.9 million in the military segment EBITDA and expense reductions of $2.1 million in unallocated corporate administrative and marketing expenses.

     “During the first quarter we announced the implementation of a number of cost containment measures across the Company and we are proceeding with our strategic initiatives which are aimed at growing sales and increasing operational efficiencies,” said Mr. Covington. “We are delaying some of our 2009 capital expenditures to ensure we are able to reduce our debt levels in line with our forecast for the remainder of the year. As we have done in the past, we will continue to demonstrate prudent balance sheet management with a strong bias toward maintaining plenty of liquidity.”

Financial Target Progress

     Substantial improvement on our key financial targets has been achieved to date since the targets were announced as part of the Company’s strategic plan in November 2006. In particular, Consolidated EBITDA margin improved from 2.2% to 2.6% of sales and the debt leverage ratio has improved from 3.11x to 2.46x from Fiscal 2006 to the first quarter 2009. The ratio of free cash flow to net assets has increased from 8.7% in Fiscal 2006 to 10.2% in the first quarter 2009. Finally, the organic revenue growth metric has also improved as we implemented initiatives associated with our strategic plan.

     The following table charts the Company’s progress towards its long-term financial targets that are anticipated to be attained through successful execution of the strategic plan.

	Long-term			1st Quarter			Fiscal			Fiscal			Fiscal
Financial Targets	Target			2009			2008			2007			2006
Organic Revenue Growth		2.0	%		1.7	%		3.1	%		(2.1	%)		(2.9	%)
Consolidated EBITDA Margin		4.0	%		2.6	%		3.1	%		2.8	%		2.2	%
Trailing Four Quarter Free Cash Flow2 / Net Assets					10.2	%		12.0	%		9.2	%		8.7	%
Trailing Four Quarter Free Cash Flow2 / Net Assets Excluding Impact of Strategic Projects		10.0	%		11.9	%		14.0	%		9.7	%
Total Leverage Ratio (Total Debt / Trailing Four Quarter Consolidated EBITDA)		2.5 - 3.0	x		2.46	x		1.75	x		2.20	x		3.11	x

² Defined as cash provided from operations less capital expenditures for property, plant & equipment during the trailing four quarters.

Liquidity

     Total debt at the end of the first quarter of 2009 increased by $98.5 million to $350.5 million primarily due to the acquisition of the three former GSC military distribution centers. The Company continues to focus on effectively managing its balance sheet and is currently in compliance with all of its debt covenants. The debt

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leverage ratio as of the end of the first quarter 2009 was 2.46x. Availability on the Company’s revolving credit facility at the end of the quarter was $135.2 million.

Acquisition Update

     As previously reported, on January 31, 2009, the Company completed the purchase from GSC Enterprises, Inc. of substantially all of the assets relating to three wholesale food distribution centers located in San Antonio, Texas, Pensacola, Florida and Junction City, Kansas serving military commissaries and exchanges. The Company also assumed certain trade payables, accrued expenses and receivables associated with the assets being acquired. The aggregate purchase price paid was $78.1 million in cash. The Company recorded a $6.7 million gain (net of tax) on acquisition as a result of the aggregate purchase price being lower than the fair value of the net assets we acquired.

Change in Accounting Principle

     Effective January 4, 2009, the Company adopted the provisions of FASB Staff Position APB 14-1, "Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants” (APB 14-1), which impacts the accounting associated with our senior convertible notes and requires recognition and restatement of all previous periods prior to adoption. APB 14-1 requires us to recognize non-cash interest expense based on the market rate for similar debt instruments without the conversion feature. Additional non-cash interest expense recognized in the first quarter 2009 and 2008 was $1.1 million and $1.0 million, respectively. Please see our first quarter Form 10-Q for more detailed information.

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

     A conference call to review the first quarter 2009 results is scheduled for at 8 a.m. CT (9 a.m. ET) on May 4, 2009. Interested participants can listen to the conference call over the Internet by logging onto the “Investor Relations” portion of Nash Finch’s website at http://www.nashfinch.com. A replay of the webcast will be available and the transcript of the call will be archived on the “Investor Relations” portion of Nash Finch’s website under the heading “Audio Archives.” A copy of this press release and the other financial and statistical information about the periods to be discussed in the conference call will be available at the time of the call on the “Investor Relations” portion of the Nash Finch website under the caption “Press Releases.”

     Nash Finch Company is a Fortune 500 company and one of the leading food distribution companies in the United States. Nash Finch’s core business, food distribution, serves independent retailers and military commissaries in 36 states, the District of Columbia, Europe, Cuba, Puerto Rico, the Azores and Egypt. The Company also owns and operates a base of retail stores, primarily supermarkets under the Econofoods^®, Family Thrift Center^®, AVANZA^®, Family Fresh Market^® and Sun Mart^® trade names. Further information is available on the Company’s website at www.nashfinch.com.

     This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

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

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

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

• macroeconomic and geopolitical events affecting commerce generally;

• changes in consumer buying and spending patterns;

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

• possible changes in the military commissary system, including those stemming from the redeployment of forces, congressional action and funding levels;

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

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

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

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

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

• limitations on financial and operating flexibility due to debt levels and debt instrument covenants;

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

• failure of our internal control over financial reporting;

• changes in accounting standards;

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

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

• unionization of a significant portion of our workforce;

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

• costs related to multi-employer pension plan;

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

• threats or potential threats to security; and

• unanticipated problems with product procurement.

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

Contact: Bob Dimond, 952-844-1060

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

	Twelve
	Weeks Ended
	March 28			March 22
	2009			2008
Sales	$	1,140,320			1,004,852
Cost of sales		1,045,201			912,238
Gross profit		95,119			92,614
Other costs and expenses:
Selling, general and administrative		69,636			61,184
Gain on acquisition of a business		(6,682	)		—
Depreciation and amortization		9,335			9,032
Interest expense		5,304			6,117
Total other costs and expenses		77,593			76,333
Earnings before income taxes		17,526			16,281
Income tax expense		3,106			5,665
Net earnings	$	14,420			10,616
Net earnings per share:
Basic	$	1.11			0.82
Diluted	$	1.08			0.80
Declared dividends per common share	$	0.180			0.180
Weighted average number of common shares outstanding and common equivalent shares outstanding:
Basic		12,966			13,007
Diluted		13,331			13,295

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

	03/28/2009			01/03/2009
Assets
Current assets:
Cash and cash equivalents	$	842			824
Accounts and notes receivable, net		244,741			185,943
Inventories		327,538			261,491
Prepaid expenses and other		15,859			13,909
Deferred tax assets		6,644			5,784
Total current assets		595,624			467,951
Notes receivable, net		26,145			28,353
Property, plant and equipment:		621,569			590,894
Less accumulated depreciation and amortization		(400,680	)		(392,807	)
Net property, plant and equipment		220,889			198,087
Goodwill		218,414			218,414
Customer contracts and relationships, net		23,968			24,762
Investment in direct financing leases		3,340			3,388
Other assets		14,438			11,591
Total assets	$	1,102,818			952,546
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt and capitalized lease obligations	$	4,108			4,032
Accounts payable		265,444			220,610
Accrued expenses		57,091			73,087
Total current liabilities		326,643			297,729
Long-term debt		322,064			222,774
Capitalized lease obligations		24,364			25,252
Deferred tax liability, net		26,865			22,232
Other liabilities		38,420			35,539
Commitments and contingencies		—			—
Stockholders’ equity:
Preferred stock — no par value. Authorized 500 shares; none issued		—			—
Common stock of $1.66 2/3 par value Authorized 50,000 shares, issued 13,665 and 13,665 shares respectively		22,776			22,776
Additional paid-in capital		101,431			98,048
Common stock held in trust		(2,243	)		(2,243	)
Deferred compensation obligations		2,243			2,243
Accumulated other comprehensive income		(10,854	)		(10,876	)
Retained earnings		280,599			268,562
Treasury stock at cost, 848 and 848 shares, respectively		(29,490	)		(29,490	)
Total stockholders’ equity		364,462			349,020
Total liabilities and stockholders’ equity	$	1,102,818			952,546

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

	Twelve
	Weeks Ended
	March 28			March 22
	2009			2008
Operating activities:
Net earnings	$	14,420			10,616
Adjustments to reconcile net earnings to net cash provided by operating activities:
Gain on acquisition of a business		(6,682	)		—
Depreciation and amortization		9,335			9,032
Amortization of deferred financing costs		372			255
Non-cash convertible debt interest		1,105			1,016
Amortization of rebateable loans		1,322			710
Provision for bad debts		434			(1,336	)
Provision for lease reserves		1,066			(2,094	)
Deferred income tax expense		(499	)		4,125
Gain on sale of real estate and other		(16	)		(70	)
LIFO charge		—			1,134
Asset impairments		—			395
Share-based compensation		3,307			1,943
Deferred compensation		79			84
Other		—			470
Changes in operating assets and liabilities:
Accounts and notes receivable		3,392			(8	)
Inventories		(23,986	)		(23,829	)
Prepaid expenses		(3,049	)		687
Accounts payable		7,130			5,822
Accrued expenses		(17,465	)		(10,623	)
Income taxes payable		1,311			3,923
Other assets and liabilities		875			(2,953	)
Net cash used by operating activities		(7,549	)		(701	)
Investing activities:
Disposal of property, plant and equipment		33			102
Additions to property, plant and equipment		(877	)		(2,774	)
Business acquired, net of cash		(78,056	)		—
Loans to customers		(1,000	)		(5,102	)
Payments from customers on loans		596			259
Other		810			(113	)
Net cash used in investing activities		(78,494	)		(7,628	)
Financing activities:
Proceeds of revolving debt		98,200			23,100
Dividends paid		—			(2,324	)
Purchase of common stock		—			(11,860	)
Payments of long-term debt		(14	)		(19	)
Payments of capitalized lease obligations		(813	)		(1,188	)
Increase (decrease) in bank overdraft		(8,606	)		672
Payments of deferred financing costs		(2,706	)		—
Other		—			239
Net cash provided by financing activities		86,061			8,620
Net increase in cash and cash equivalents		18			291
Cash and cash equivalents:
Beginning of year		824			862
End of period	$	842			1,153

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NASH FINCH COMPANY AND SUBSIDIARIES
Supplemental Data (Unaudited)

	Twelve			Twelve
	Weeks Ended			Weeks Ended
	March 28			March 22
Other Data (In thousands)	2009			2008
Total debt	$	350,536			305,908
Stockholders’ equity	$	364,462			333,210
Capitalization	$	714,998			639,118
Debt to total capitalization		49.0	%		47.9	%
Non-GAAP Data
Consolidated EBITDA (a)	$	29,239			30,624
Leverage ratio — trailing 4 qtrs. (debt to consolidated EBITDA) (b)		2.46			2.28
Comparable GAAP Data
Debt to earnings before income taxes (b)		6.37			5.03

(a)

Consolidated EBITDA, as defined in our credit agreement, is earnings before interest, income tax, depreciation and amortization, adjusted to exclude extraordinary gains or losses, gains or losses from sales of assets other than inventory in the ordinary courseof business, and non-cash charges (such as LIFO, asset impairments, closed store lease costs and share-based compensation), less cashpayments made during the current period on non-cash charges recorded in prior periods. Consolidated EBITDA should not be consideredan alternative measure of our net income, operating performance, cash flows or liquidity. The amount of consolidated EBITDA is provided as additional information relevant to compliance with our debt covenants.

(b)

Leverage ratio is defined as the Company’s total debt at March 28, 2009 and March 22, 2008, divided by Consolidated EBITDA for the respective four trailing quarters. The most comparable GAAP ratio is debt at the same date divided by earnings from continuing operations before income taxes for the respective four quarters.

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

FY 2009

	2008			2008			2008			2009			Rolling
	Qtr 2			Qtr 3			Qtr 4			Qtr 1			4 Qtrs
Earnings from continuing operations before income taxes	$	13,838			13,029			10,643			17,526			55,036
Add/(deduct)
LIFO		2,397			8,360			7,849			—			18,606
Depreciation and amortization		8,703			11,643			9,051			9,335			38,732
Interest expense		6,759			7,556			6,034			5,304			25,653
Closed store lease costs		99			480			(317	)		1,066			1,328
Asset Impairment		401			694			1,065			—			2,160
Stock Compensation		2,022			3,013			1,814			3,307			10,156
Gain on acquisition of a business		—			—			—			(6,682	)		(6,682	)
Subsequent cash payments on non-cash charges		(612	)		(787	)		(635	)		(617	)		(2,651	)
Total Consolidated EBITDA	$	33,607			43,988			35,504			29,239			142,338

	2008			2008			2008			2009			Rolling
	Qtr 2			Qtr 3			Qtr 4			Qtr 1			4 Qtrs
Segment Consolidated EBITDA
Food Distribution	$	24,975			32,814			26,568			20,930			105,287
Military		11,554			15,678			12,698			13,099			53,029
Retail		7,003			9,443			8,291			5,734			30,471
Unallocated Corporate Overhead		(9,925	)		(13,947	)		(12,053	)		(10,524	)		(46,449	)
	$	33,607			43,988			35,504			29,239			142,338

	2008			2008			2008			2009			Rolling
	Qtr 2			Qtr 3			Qtr 4			Qtr 1			4 Qtrs
Segment profit
Food Distribution	$	22,885			30,028			24,422			18,832			96,167
Military		11,091			15,072			12,200			12,036			50,399
Retail		4,774			6,326			5,692			3,328			20,120
Unallocated Corporate Overhead		(24,912	)		(38,397	)		(31,671	)		(16,670	)		(111,650	)
	$	13,838			13,029			10,643			17,526			55,036

FY 2008

	2007			2007			2007			2008			Rolling
	Qtr 2			Qtr 3			Qtr 4			Qtr 1			4 Qtrs
Earnings from continuing operations before income taxes	$	16,275			16,851			11,416			16,281			60,823
Add/(deduct)
LIFO		807			1,077			2,399			1,134			5,417
Depreciation and amortization		8,901			11,902			8,997			9,032			38,832
Interest expense		6,700			8,334			6,447			6,117			27,598
Special Charge		(1,282	)		—			—			—			(1,282	)
Closed store lease costs		825			614			—			(2,094	)		(655	)
Asset Impairment		275			640			87			395			1,397
Stock Compensation		1,584			1,632			3,614			1,943			8,773
Gains on sale of real estate		(147	)		—			(1,720	)		—			(1,867	)
Subsequent cash payments on non-cash charges		(663	)		(918	)		(1,011	)		(2,184	)		(4,776	)
Total Consolidated EBITDA	$	33,275			40,132			30,229			30,624			134,260

	2007			2007			2007			2008			Rolling
	Qtr 2			Qtr 3			Qtr 4			Qtr 1			4 Qtrs
Segment Consolidated EBITDA
Food Distribution	$	23,715			31,750			26,143			25,270			106,878
Military		10,602			13,000			10,545			11,234			45,381
Retail		8,857			7,905			4,000			6,645			27,407
Unallocated Corporate Overhead		(9,899	)		(12,523	)		(10,459	)		(12,525	)		(45,406	)
	$	33,275			40,132			30,229			30,624			134,260

	2007			2007			2007			2008			Rolling
	Qtr 2			Qtr 3			Qtr 4			Qtr 1			4 Qtrs
Segment profit
Food Distribution	$	21,343			28,601			23,796			22,940			96,680
Military		10,170			12,406			10,067			10,762			43,405
Retail		6,818			5,096			1,902			4,543			18,359
Unallocated Corporate Overhead		(22,056	)		(29,252	)		(24,349	)		(21,964	)		(97,621	)
	$	16,275			16,851			11,416			16,281			60,823

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