-----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, Mj9OuK/SqWqbTUSyh1K51uSCwNvGYWZXESiadpcEaXxDEU5lt+8Rbk/Hc4Sp7IDP PIJT7HgoqB5UeK5FFXRUPw== 0001104659-04-019634.txt : 20040715 0001104659-04-019634.hdr.sgml : 20040715 20040715084219 ACCESSION NUMBER: 0001104659-04-019634 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040715 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040715 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: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00785 FILM NUMBER: 04914869 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 1 a04-7824_18k.htm 8-K

 

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): July 15, 2004

 

Nash-Finch Company

(Exact name of Registrant as specified in its charter)

 

Delaware

 

0-785

 

41-0431960

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

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

 

 

 

 

 

7600 France Avenue South,
P.0. Box 355
Minneapolis, Minnesota

 

55435

(Address of principal executive offices)

 

(Zip Code)

 

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

 

 



 

Item 7.                    Financial Statements and Exhibits.

 

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

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by the registrant, dated July 15, 2004.

 

Item 12.                 Results of Operations and Financial Condition.

 

On July 15, 2004, Nash Finch Company (“Nash Finch”) issued a press release announcing its results for the twelve weeks ended June 19, 2004.  The press release by which these results were announced is furnished herewith as Exhibit 99.1.

 

The press release includes financial measures that are considered “non-GAAP” financial measures for purposes of the SEC’s Regulation G.  As required by Regulation G, Nash Finch has disclosed in the press release (including the schedules attached thereto) information regarding the GAAP financial measures which are most directly comparable to the non-GAAP financial measures presented, and reconciling information between these 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”.

 

As noted in the press release, the following three non-GAAP financial measures; Consolidated EBITDA, leverage ratio and interest coverage ratio, (defined in the press release schedules) are presented within this release.  Nash Finch management believes the presentation of these measures provides useful information to investors because Consolidated EBITDA forms the basis for the most significant financial covenants, including the leverage ratio and the interest coverage ratio, in the Nash Finch bank credit facility, which represents one of Nash Finch’s primary sources of liquidity.  Compliance with these financial covenants is essential to continued credit availability under that facility.

 

2



 

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: July 15, 2004

By:

/s/ Robert B. Dimond

 

Name:

Robert B. Dimond

 

Title:

Executive Vice President and

 

Chief Financial Officer

 

3



 

NASH FINCH COMPANY

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED JULY 15, 2004

 

Exhibit No.

 

Description

 

Method of Filing

 

 

 

 

 

99.1

 

Press Release, issued by the registrant, dated July 15, 2004.

 

Furnished herewith

 

4


EX-99.1 2 a04-7824_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NASH FINCH SECOND QUARTER RESULTS REFLECT OPERATIONAL IMPROVEMENTS AS WELL AS COSTS ASSOCIATED WITH STORE DISPOSITIONS

 

Strong Year Over Year Gains Continue in Food Distribution and Military Segments

 

MINNEAPOLIS (July 15, 2004) — Nash Finch Company (Nasdaq: NAFC), a leading national food distributor and retailer, today announced a net loss for the second quarter ended June 19, 2004, of $15.6 million, or $1.26 per share, as compared to net earnings of $7.3 million, or $0.61 per share for the second quarter last year.  Apart from the impact of the store dispositions discussed below, the Company’s operating earnings for the second quarter of 2004 showed solid improvement over the second quarter last year.  Total sales for the second quarter of 2004 were $906.4 million versus $888.6 million in the prior-year period.

 

Second quarter 2004 results were adversely affected by an after-tax special charge of $22.3 million, or $1.80 per share, resulting primarily from non-cash costs associated with previously announced store dispositions.  In addition, net earnings were adversely affected by $2.0 million, or $0.16 per share, in after-tax costs (primarily inventory markdowns) related to the closures that were recorded in operating income.

 

On May 19, 2004, the Company announced that it would exit its Buy•n•Save® and AVANZA® retail formats, closing its five Buy•n•Save outlets, and three Avanza outlets located in Chicago and Pueblo, Colorado.  At that time, the Company also announced its intention to seek purchasers for its three Denver area Avanza stores and to close ten conventional outlets, primarily operating under the EconoFoods® banner.  The 21 stores involved represent approximately 15% of the Company’s annualized retail sales, and approximately 3% of its total annualized sales.  The Company completed the 18 store closures near the end of the second quarter.  With the closure of these underperforming stores, the Company expects to realize an annualized improvement to pre-tax earnings of approximately $16 million, and believes that it is in a better position to focus its retail initiatives on improving the performance of its remaining retail stores.

 

For the first 24 weeks of 2004, total sales were $1.786 billion compared to $1.745 billion in the prior-year period.  The net loss for the 24 week period of 2004 was $10.9 million, or $0.88

 



 

per share, compared to net earnings of $10.5 million, or $0.88 per share in the year-ago period.  Results for the first 24 weeks of 2004 were adversely affected by the previously mentioned special charge of $22.3 million and the $2.0 million of inventory markdowns.  Earnings for the first 24 weeks of 2003 were adversely affected by $2.3 million, or $0.20 per share, paid in the first quarter to our lenders as consideration for bond indenture and credit facility waivers.

 

The Company has continued to focus on strengthening its balance sheet through management of working capital, debt reduction and improvement in Consolidated EBITDA.  Through these efforts, the Company’s leverage ratio has improved to 2.5 times Consolidated EBITDA at the end of the current quarter as compared to 2.7 times Consolidated EBITDA at the end of the first quarter 2004 and 3.3 times Consolidated EBITDA at the end the second quarter 2003.(1)  Total debt (including capital leases) outstanding at the end of the second quarter 2004 was $308 million, a reduction of $23 million from the previous quarter and $68 million from the second quarter last year.  As a result of the second quarter store closures, the Company expects to realize an annualized improvement to Consolidated EBITDA, net of future lease-related payments, of approximately $6 million.  The Company believes that one of the ways it can drive shareholder value is through delevering its balance sheet.

 

Food Distribution Results

 

Food distribution segment sales for the second quarter increased 6.8% to $449.2 million compared to $420.7 million for the year-ago period.  Second quarter 2004 food distribution operating profits increased 23.8% to $17.7 million versus $14.3 million in the second quarter of 2003.  Food distribution performance was driven by new account gains and improved execution, with food distribution operating profit as a percentage of revenue increasing by 55 basis points in the quarterly comparison.  Late in the second quarter, two of the Company’s food distribution customers announced that they had purchased eleven additional stores in the Omaha area from Albertson’s, Inc.  These transactions are expected to close during the third quarter of 2004.

 

Military segment sales for the second quarter of 2004 increased to $255.2 million compared to $247.9 million for the year-ago period.  Segment operating profits were $8.6 million versus $6.7 million in the second quarter of 2003, reflecting the benefits of increased sales and the

 


(1) Consolidated EBITDA and leverage ratio are non-GAAP financial measures that are defined and reconciled to the most directly comparable GAAP financial measures in the schedules attached to this release.

 



 

efficiencies gained from the 2003 consolidation of two distribution centers into one located in Norfolk, Virginia.

 

Retail Results

 

Corporate retail sales were $202.0 million in the second quarter of 2004 versus $220.0 million in the year ago period.  Although same-store sales (not including the 21 stores whose disposition was announced during the second quarter 2004) decreased 5.5 percent for the second quarter of 2004 as compared to the second quarter of 2003, this represented an improvement over the 9.2% decrease the Company experienced during the first quarter 2004.  These comparisons reflect both enhanced merchandising and pricing strategies the Company has begun to implement, as well as a continuing difficult competitive environment in which supercenters and other alternative formats compete for price conscious consumers.  Retail segment operating profits were $3.7 million versus $9.3 million in the second quarter of 2003.  Retail profits in 2004 were adversely affected by pre-tax costs of $3.3 million, primarily inventory markdowns, reflected in operations as a result of the store closures which occurred near the end of the second quarter.  In addition, retail profits compared negatively to the prior year due to the impact of increased losses incurred by the closed stores prior to being shutdown.

 

The Company’s store count at the end of the second quarter of 2004 was 88 compared to 106 at the end of the first quarter of 2004 and 108 at the end of the second quarter of 2003.

 

Outlook

 

Excluding the $24.3 million, or $1.96 per share, of after-tax special charges and related costs pertaining to the store dispositions previously discussed, the second quarter and year-to-date results were in line with the Company’s expectations.  As previously announced, the Company expects to benefit from an annualized pre-tax earnings improvement of approximately $16 million related to the store closures, of which approximately $5.4 million after-tax, or $0.43 per diluted share, is expected to be realized in the second half of fiscal 2004.  The Company’s previous diluted earnings per share guidance for 2004 was between $2.46 and $2.54 and didn’t include the impact of the store closure related adjustments. As a result of the expected $1.50 per diluted share net negative impact of the store closings during 2004(2), the Company now estimates

 


(2) The expected $1.50 per diluted share net negative impact differs slightly from the difference between the $1.96 and $0.43 figures provided because for the full-year 2004 (which the Company expects to be profitable), the number of diluted shares used in EPS calculations will exceed the number of basic shares.  In contrast, in EPS calculations for the second quarter and year-to-date periods (in which losses have been reported), the number of diluted shares equals the number of basic shares.

 



 

that its diluted earnings per share will range between $0.98 and $1.04 for the 52 week fiscal 2004 year.  This compares to the 53 week fiscal 2003 earnings from continuing operations of $2.85 per diluted share which included several events that had a net favorable impact of $4.5 million, or $0.37 per diluted share.(3)

 

A conference call to review second quarter results is scheduled for 10 a.m. (CT) on July 15, 2004.  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 and retail companies in the United States with nearly $4 billion in fiscal year 2003 annual revenues.  Nash Finch’s food distribution business serves independent retailers and military commissaries in 27 states, the District of Columbia, Europe, Cuba, Puerto Rico, and Iceland.  The Company also owns and operates retail stores primarily in the Upper Midwest.  Further information is available on the company’s website at www.nashfinch.com.

 

The statements in this release that refer to anticipated financial results, improvements, plans and developments are forward-looking statements based on current expectations and assumptions, and entail risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.  Important factors that could cause material differences include  the effect of competition on the Company’s distribution and retail businesses; the Company’s ability to identify and execute plans to maximize the value of its remaining retail operations and to expand wholesale operations; general economic conditions; credit risk from financial accommodations extended to customers; the success or failure of new business ventures and initiatives; changes in consumer spending and buying patterns; risks

 


(3) These events included a third quarter reduction in income tax expense of $3.0 million due to resolving various outstanding tax issues and a fourth quarter $3.8 million reduction in health insurance expense primarily reflecting a decision to eliminate post-retirement medical benefits for current non-union employees, while retaining benefits for previously retired associates.  Partially offsetting these events was $2.3 million paid in the first quarter last year to our lenders as consideration for bond indenture and credit facility waivers.

 



 

entailed by expansion, affiliations and acquisitions; changes in vendor promotions or allowances; limitations on financial and operating flexibility due to debt levels and debt instrument covenants; adverse determinations or developments with respect to litigation, other legal proceedings or the SEC investigation; and other cautionary factors discussed in the Company’s periodic reports filed with the SEC.  The Company does not undertake to update forward-looking statements to reflect future events or circumstances, but investors are advised to consult future disclosures involving these topics in our periodic reports filed with the SEC.

 

#    #    #

 

Contact: Bob Dimond, 952-897-8148 orLeAnne Stewart, 952-844-1060

 



 

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

 

 

 

Twelve Weeks Ended

 

Twenty-Four Weeks Ended

 

 

 

June 19,
2004

 

June 14,
2003

 

June 19,
2004

 

June 14,
2003

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

906,393

 

$

888,612

 

$

1,785,847

 

$

1,745,276

 

 

 

 

 

 

 

 

 

 

 

Cost and expenses:

 

 

 

 

 

 

 

 

 

Cost of sales

 

805,065

 

785,031

 

1,584,671

 

1,541,671

 

Selling, general and administrative

 

74,186

 

74,994

 

149,616

 

149,441

 

Special charge

 

36,494

 

 

36,494

 

 

Depreciation and amortization

 

9,800

 

9,642

 

19,956

 

19,082

 

Operating earnings

 

(19,152

)

18,945

 

(4,890

)

35,082

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

6,487

 

7,035

 

12,992

 

17,826

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings before income taxes

 

(25,639

)

11,910

 

(17,882

)

17,256

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

(9,999

)

4,645

 

(6,974

)

6,730

 

 

 

 

 

 

 

 

 

 

 

Net (loss) earnings

 

$

(15,640

)

$

7,265

 

$

(10,908

)

$

10,526

 

 

 

 

 

 

 

 

 

 

 

Net (loss) earnings per share:

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

(1.26

)

$

0.61

 

$

(0.88

)

$

0.88

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

(1.26

)

$

0.61

 

$

(0.88

)

$

0.88

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per common share

 

$

0.135

 

$

0.18

 

$

0.27

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding and common equivalent shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

12,404

 

11,906

 

12,340

 

11,904

 

Diluted

 

12,404

 

11,983

 

12,340

 

11,973

 

 



 

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share amounts)

 

 

 

June 19,
2004

 

January 3,
2004

 

June 14,
2003

 

 

 

(unaudited)

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

30,122

 

$

12,757

 

$

8,398

 

Accounts and notes receivable, net

 

143,163

 

145,902

 

148,787

 

Inventories

 

225,925

 

236,289

 

245,339

 

Prepaid expenses

 

11,757

 

15,136

 

15,172

 

Deferred tax assets

 

17,332

 

5,726

 

9,405

 

Total current assets

 

428,299

 

415,810

 

427,101

 

 

 

 

 

 

 

 

 

Investments in affiliates

 

20

 

20

 

20

 

Notes receivable, net

 

32,204

 

31,178

 

30,751

 

 

 

 

 

 

 

 

 

Property, plant and equipment:

 

 

 

 

 

 

 

Land

 

23,693

 

24,121

 

25,452

 

Buildings and improvements

 

160,524

 

163,693

 

156,049

 

Furniture, fixtures and equipment

 

312,725

 

328,318

 

325,971

 

Leasehold improvements

 

71,490

 

86,746

 

78,499

 

Construction in progress

 

533

 

1,673

 

7,676

 

Assets under capitalized leases

 

41,060

 

41,661

 

42,040

 

 

 

610,025

 

646,212

 

635,687

 

Less accumulated depreciation and amortization

 

(382,961

)

(383,861

)

(372,284

)

Net property, plant and equipment

 

227,064

 

262,351

 

263,403

 

 

 

 

 

 

 

 

 

Goodwill

 

148,720

 

149,792

 

150,053

 

Investment in direct financing leases

 

11,316

 

13,426

 

13,959

 

Other assets

 

12,591

 

13,775

 

14,441

 

Total assets

 

$

860,214

 

$

886,352

 

$

899,728

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Outstanding checks

 

$

11,787

 

$

23,350

 

$

5,108

 

Current maturities of long-term debt and capitalized lease obligations

 

5,434

 

5,278

 

7,046

 

Accounts payable

 

175,391

 

166,742

 

175,214

 

Accrued expenses

 

80,077

 

78,768

 

89,004

 

Income taxes payable

 

14,750

 

10,614

 

10,954

 

Total current liabilities

 

287,439

 

284,752

 

287,326

 

 

 

 

 

 

 

 

 

Long-term debt

 

260,894

 

281,944

 

323,343

 

Capitalized lease obligations

 

41,715

 

44,639

 

45,962

 

Deferred tax liability, net

 

2,996

 

6,358

 

1,592

 

Other liabilities

 

21,157

 

12,202

 

11,316

 

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 12,322, 12,152 and 12,012 shares, respectively

 

20,539

 

20,255

 

20,021

 

Additional paid-in capital

 

30,212

 

27,995

 

26,458

 

Restricted stock

 

(347

)

(475

)

(676

)

Accumulated other comprehensive income

 

(5,228

)

(5,970

)

(7,638

)

Retained earnings

 

201,199

 

215,417

 

193,021

 

 

 

246,375

 

257,222

 

231,186

 

 

 

 

 

 

 

 

 

Less cost of 20, 35 and 57 shares of common stock in treasury, respectively

 

(362

)

(765

)

(997

)

Total stockholders’ equity

 

246,013

 

256,457

 

230,189

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

860,214

 

$

886,352

 

$

899,728

 

 



 

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Twenty-Four Weeks Ended

 

 

 

June 19,
2004

 

June 14,
2003

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net (loss) earnings

 

$

(10,908

)

$

10,526

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Special charge

 

36,494

 

 

Depreciation and amortization

 

19,956

 

19,082

 

Amortization of deferred financing costs

 

520

 

521

 

Amortization of rebatable loans

 

1,343

 

728

 

Provision for bad debts

 

2,131

 

2,881

 

Deferred income tax (benefit) expense

 

(14,969

)

6,177

 

Gain on sale of property, plant and equipment

 

(601

)

(413

)

LIFO charge

 

1,175

 

800

 

Asset impairments

 

 

390

 

Other

 

770

 

(161

)

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

 

 

 

 

 

Accounts and notes receivable

 

145

 

17,955

 

Inventories

 

9,189

 

2,175

 

Prepaid expenses

 

3,379

 

(2,564

)

Accounts payable

 

8,649

 

3,318

 

Accrued expenses

 

(3,099

)

(6,112

)

Income taxes payable

 

4,137

 

881

 

Other assets and liabilities

 

(213

)

(364

)

Net cash provided by operating activities

 

58,098

 

55,820

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Disposal of property, plant and equipment

 

2,628

 

1,449

 

Additions to property, plant and equipment

 

(6,774

)

(14,289

)

Business acquired, net of cash

 

 

(2,054

)

Loans to customers

 

(2,997

)

(4,142

)

Payments from customers on loans

 

1,488

 

2,717

 

Other

 

514

 

4

 

Net cash used in investing activities

 

(5,141

)

(16,315

)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Payments of bank credit facility debt

 

(20,000

)

(33,400

)

Dividends paid

 

(3,310

)

(2,150

)

Payments of long-term debt

 

(1,037

)

(3,946

)

Payments of capitalized lease obligations

 

(1,166

)

(1,062

)

Decrease in outstanding checks

 

(11,563

)

(21,968

)

Other

 

1,484

 

 

Net cash used in financing activities

 

(35,592

)

(62,526

)

Net increase (decrease) in cash

 

17,365

 

(23,021

)

Cash and cash equivalents at beginning of year

 

12,757

 

31,419

 

Cash and cash equivalents at end of period

 

$

30,122

 

$

8,398

 

 



 

NASH FINCH COMPANY AND SUBSIDIARIES

Supplemental Data (Unaudited)

 

 

 

Twelve Weeks Ended

 

Twenty-Four Weeks

 

Other Data (In thousands)

 

June 19,
2004

 

June 14,
2003

 

June 19,
2004

 

June 14,
2003

 

 

 

 

 

 

 

 

 

 

 

Cash from operations - 2nd qtr.

 

$

40,920

 

$

6,269

 

$

58,098

 

$

55,820

 

Debt to total capitalization

 

56

%

62

%

56

%

62

%

Total debt

 

$

308,043

 

$

376,351

 

$

308,043

 

$

376,351

 

Capital spending - 2nd qtr.

 

$

3,816

 

$

10,625

 

$

6,774

 

$

14,289

 

Capitalization

 

$

554,056

 

$

606,540

 

$

554,056

 

$

606,540

 

Stockholders’ Equity

 

$

246,013

 

$

230,189

 

$

246,013

 

$

230,189

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Data

 

 

 

 

 

 

 

 

 

Consolidated EBITDA (a)

 

$

28,432

 

$

28,385

 

$

52,466

 

$

54,508

 

Leverage Ratio - trailing 4 qtrs. (debt to Consolidated EBITDA) (b)

 

2.5

 

3.3

 

2.5

 

3.3

 

Interest Coverage Ratio - trailing 4 qtrs. (Consolidated EBITDA to interest expense) (c)

 

4.2

 

3.4

 

4.2

 

3.4

 

 

 

 

 

 

 

 

 

 

 

Comparable GAAP Data

 

 

 

 

 

 

 

 

 

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

 

18.3

 

9.3

 

18.3

 

9.3

 

(Loss) earnings before income taxes to interest expense (c)

 

0.6

 

1.2

 

0.6

 

1.2

 

 

Debt Covenants

 

Required Ratio

 

Actual Ratio

 

Leverage Ratio

 

3.50 (maximum)

 

2.5

 

Interest Coverage Ratio

 

3.25 (minimum)

 

4.2

 

 


(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 course of business, and non-cash LIFO and other charges (such as impairments and closed store lease costs) less subsequent cash payments made on non-cash charges.  Consolidated EBITDA should not be considered an alternative measure of our net income, operating performance, cash flow or liquidity.  The amount of Consolidated EBITDA is provided as additional information relative to compliance with our debt covenants.

 

(b)         Leverage Ratio is defined as the Company’s end of period debt at June 19, 2004 and June 14, 2003, divided by Consolidated EBITDA for the respective four trailing quarters.  The most comparable GAAP ratio is debt at the same dates divided by (loss) earnings before income taxes for the respective four trailing quarters.

 

(c)          Interest Coverage Ratio is defined as the Company’s Consolidated EBITDA divided by interest expense for the four trailing quarters ending June 19, 2004 and June 14, 2003.  The most comparable GAAP ratio is (loss) earnings before income taxes divided by interest expense for the same periods.

 

Reconciliation of Consolidated EBITDA

Consolidated EBITDA is derived from the Company’s (loss) earnings before income taxes as follows:

 

 

 

2003
Qtr 3

 

2003
Qtr 4

 

2004
Qtr 1

 

2004
Qtr 2

 

Rolling
4 Qtr

 

Consolidated EBITDA Reconciliation (In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

14,105

 

$

20,572

 

$

7,757

 

$

(25,639

)

$

16,795

 

Add/(deduct)

 

 

 

 

 

 

 

 

 

 

 

LIFO

 

41

 

(1,961

)

392

 

783

 

(745

)

Depreciation and amortization

 

13,098

 

10,232

 

10,156

 

9,800

 

43,286

 

Interest expense

 

9,011

 

7,032

 

6,505

 

6,487

 

29,035

 

Asset Impairments

 

1,725

 

591

 

-

 

-

 

2,316

 

Closed store lease costs

 

583

 

187

 

(129

)

1,146

 

1,787

 

Gains on sale of real estate

 

(218

)

(338

)

(82

)

(14

)

(652

)

Subsequent cash payments on non-cash charges

 

(602

)

(598

)

(565

)

(625

)

(2,390

)

Special charge

 

 

 

 

36,494

 

36,494

 

Curtailment of post retirement health care plan

 

 

(4,004

)

 

 

(4,004

)

Total Consolidated EBITDA

 

$

37,743

 

$

31,713

 

$

24,034

 

$

28,432

 

$

121,922

 

 

 

 

Qtr 3

 

Qtr 4

 

Qtr 1

 

Qtr 2

 

Rolling
4 Qtr

 

Consolidated EBITDA by Segment

 

 

 

 

 

 

 

 

 

 

 

Food Distribution

 

$

24,440

 

$

18,615

 

$

16,441

 

$

19,650

 

$

79,146

 

Retail

 

13,099

 

9,851

 

6,743

 

7,414

 

37,107

 

Military

 

9,736

 

8,992

 

8,579

 

8,988

 

36,295

 

Unallocated Corporate Overhead

 

(9,532

)

(5,745

)

(7,729

)

(7,620

)

(30,626

)

 

 

$

37,743

 

$

31,713

 

$

24,034

 

$

28,432

 

$

121,922

 

 

 

 

2002
Qtr 3

 

2002
Qtr 4

 

2003
Qtr 1

 

2003
Qtr 2

 

Rolling
4 Qtr

 

Consolidated EBITDA Reconciliation (In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

$

10,508

 

$

12,538

 

$

5,346

 

$

11,910

 

$

40,302

 

Add/(deduct)

 

 

 

 

 

 

 

 

 

 

 

LIFO

 

 

(3,457

)

400

 

400

 

(2,657

)

Depreciation and amortization

 

12,298

 

9,218

 

9,440

 

9,642

 

40,598

 

Interest expense

 

9,235

 

6,957

 

10,791

 

7,035

 

34,018

 

Asset Impairments

 

1,518

 

5,067

 

390

 

-

 

6,975

 

Closed store lease costs

 

353

 

1,101

 

354

 

32

 

1,840

 

Gains on sale of real estate

 

(1,386

)

(2,428

)

(66

)

(126

)

(4,006

)

Subsequent cash payments on non-cash charges

 

(684

)

(421

)

(532

)

(508

)

(2,145

)

Special charges

 

(765

)

 

 

 

(765

)

Total Consolidated EBITDA

 

$

31,077

 

$

28,575

 

$

26,123

 

$

28,385

 

$

114,160

 

 

 

 

 

 

 

 

 

 

 

 

Rolling

 

 

 

Qtr 3

 

Qtr 4

 

Qtr 1

 

Qtr 2

 

4 Qtr

 

Consolidated EBITDA by Segment

 

 

 

 

 

 

 

 

 

 

 

Food Distribution

 

$

19,818

 

$

17,237

 

$

13,254

 

$

16,288

 

$

66,597

 

Retail

 

11,009

 

12,615

 

10,886

 

13,110

 

47,620

 

Military

 

9,823

 

6,643

 

7,043

 

7,046

 

30,555

 

Unallocated Corporate Overhead

 

(9,573

)

(7,920

)

(5,060

)

(8,059

)

(30,612

)

 

 

$

31,077

 

$

28,575

 

$

26,123

 

$

28,385

 

$

114,160

 

 



 

Impact on Actual and Estimated Results due to Items Discussed in Press Release (In thousands, except per share amounts)

 

 

 

Twelve Weeks Ended
June 19, 2004

 

Twelve Weeks Ended
June 14, 2003

 

 

 

$

 

EPS

 

$

 

EPS

 

Net (loss) earnings as reported

 

$

(15,640

)

$

(1.26

)

$

7,265

 

$

0.61

 

 

 

 

 

 

 

 

 

 

 

Items discussed in the press release

 

 

 

 

 

 

 

 

 

Special charge from store dispositions (Q2 2004)

 

22,261

 

1.80

 

 

 

Store closure cost reflected in operations (Q2 2004)

 

2,009

 

0.16

 

 

 

 

 

24,270

 

1.96

 

 

 

 

 

 

Twenty-Four Weeks Ended
June 19, 2004

 

Twenty-Four Weeks Ended
June 14, 2003

 

 

 

$

 

EPS

 

$

 

EPS

 

Net (loss) earnings as reported

 

$

(10,908

)

$

(0.88

)

$

10,526

 

$

0.88

 

 

 

 

 

 

 

 

 

 

 

Items discussed in the press release

 

 

 

 

 

 

 

 

 

Special charge from store dispositions (Q2 2004)

 

22,261

 

1.80

 

 

 

Store closure cost reflected in operations (Q2 2004)

 

2,009

 

0.16

 

 

 

Fees paid to lenders as consideration for bond indenture and credit facility waivers (Q1 2003)

 

 

 

2,339

 

0.20

 

 

 

24,270

 

1.96

 

2,339

 

0.20

 

 

 

 

Fifty-Two Weeks Ended
January 1, 2005

 

Fifty-Three Weeks Ended
January 3, 2004

 

 

 

$

 

EPS

 

$

 

EPS

 

Net earnings estimated for fiscal 2004; as reported for fiscal 2003

 

12,100 - 12,800

 

0.98 - 1.04

 

$

34,679

 

$

2.85

 

 

 

 

 

 

 

 

 

 

 

Items discussed in the press release

 

 

 

 

 

 

 

 

 

Special charge from store dispositions (Q2 2004)

 

22,261

 

1.77

 

 

 

Store closure cost reflected in operations (Q2 2004)

 

2,009

 

0.16

 

 

 

Estimated savings due to store closures (Q3 & Q4 2004)

 

(5,420

)

(0.43

)

 

 

 

 

Fees paid to lenders as consideration for bond indenture and credit facility waivers (Q1 2003)

 

 

 

2,339

 

0.19

 

Resolution of outstanding state and federal tax issues (Q4 2003)

 

 

 

(3,000

)

(0.25

)

Reduction of health insurance expense (Q4 2003)

 

 

 

(3,791

)

(0.31

)

 

 

18,850

 

1.50

 

(4,452

)

(0.37

)

 


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