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): April 21, 2005

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, 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 April 21, 2005, Nash-Finch Company (“Nash Finch”) issued a press release announcing its results for the twelve weeks ended March 26, 2005.  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 Company’s liquidity position.  Consolidated EBITDA forms the basis for the most significant financial covenants, leverage ratio, senior secured leverage ratio and interest coverage ratio, in the Nash Finch senior secured 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.

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 April 21, 2005.

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: April 21, 2005	By:	/s/ LeAnne M. Stewart
		Name:	LeAnne M. Stewart
		Title:	Senior Vice President and
			Chief Financial Officer

3

NASH-FINCH COMPANY

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED APRIL 21, 2005

Exhibit No.	Description	Method of Filing
99.1	Press Release, issued by the Registrant, dated April 21, 2005	Furnished herewith

4

EX-99.1

Exhibit 99.1

NEWS
  RELEASE

Nash Finch Company

NASH FINCH REPORTS FIRST QUARTER 2005 RESULTS

Net Income Increases 49%

Revenue Growth Continues in Food Distribution and Military

Strategic Acquisition Integration Underway

MINNEAPOLIS (April 21, 2005) — Nash Finch Company (Nasdaq: NAFC), a leading national food distributor, today announced that earnings for the first quarter of 2005 were $7.0 million, or $0.54 per diluted share, as compared to $4.7 million, or $0.38 per diluted share for the first quarter last year, an increase of 49 percent.  Total sales for the quarter rose to $882.2 million versus $879.5 million in the prior-year quarter.  Sales growth in the food distribution and military segments more than offset the revenue impact of closing the Company’s underperforming retail stores at the end of the second quarter 2004.  “We are pleased with the results of our quarter which are in line with our expectations and represent increases in profitability across all segments of our business,” said Ron Marshall, Chief Executive Officer.  “Moreover we completed the acquisition of the distribution centers in Lima and Westville shortly after the close of the first quarter and integration efforts are proceeding according to plan.”

Food Distribution Results

Food distribution segment sales for the first quarter of 2005 improved to $450.4 million versus $431.1 million in the prior-year quarter, an increase of 4.5 percent.  Sales improvements were principally the result of new account gains and same store sales increases by many of our customers. Food distribution segment profits increased to $15.6 million, or 3.5 percent of sales, versus $14.5 million, or 3.4 percent of sales, in the first quarter of 2004.

Military Distribution Results

Military segment sales were $263.5 million compared to $253.7 million for the first quarter of 2004, an increase of 3.9 percent.  The sales growth was the result of increased customer traffic

in both domestic and overseas commissaries.  Segment profits were $8.9 million, or 3.4 percent of sales, versus $8.2 million, or 3.2 percent of sales, for the year-ago period.

Retail Results

Corporate retail sales were $168.3 million in the first quarter versus $194.6 million in the prior-year quarter.  Retail segment profits were $5.6 million, or 3.3 percent of sales, for the first quarter of 2005 as compared to $2.8 million, or 1.4 percent of sales, in the prior-year period.  Same-store sales decreased 0.6 percent for the first quarter of 2005 relative to the first quarter of 2004.  Both the relatively flat same store sales figure and the profit margin represent significant improvement over the prior year.  These improvements are the result of more effective promotional spending in the 2005 quarter relative to the same quarter one year ago, the decision to close a number of underperforming stores in fiscal 2004 and the timing of the Easter holiday in 2005 versus 2004.  The Company’s total store count at the end of the first quarter was 84 compared to 106 at the end of the first quarter last year.

Food Distribution Acquisition

On March 31, 2005 the Company announced it had completed the purchase from Roundy’s Inc. of the net assets, including customer contracts, of the wholesale food distribution divisions in Westville, Indiana, and Lima, Ohio, and two retail stores in Ironton and Van Wert, Ohio, for approximately $225 million.

The Westville and Lima Divisions represent approximately $1.0 billion in annual food distribution sales, servicing approximately 500 stores principally in Indiana, Illinois, Ohio and Michigan. The Company expects the acquisition will be immediately accretive to earnings.  Depending on the purchase accounting allocations and related amortization, operating profits, defined as sales less cost of sales and selling, general and administrative expense, are expected to increase by $31 to $33 million during the first twelve months following the acquisition, net of implementation costs of approximately $3 million.  This estimate includes a portion of the annual synergies expected to be realized over several years.  No facility closures are expected given the strategic fit of these distribution centers into the Nash Finch network.

“The acquisition is a key element of our Food Distribution strategy,” said Ron Marshall.  “We gain successful customers with a proven track record within their market areas as well as the

opportunity to expand marketing and merchandising programs across our network.  We are committed to helping our customers compete in an ever changing marketplace.”

The acquisition was financed through the private placement of senior subordinated convertible notes that was completed on March 15, 2005 as well as borrowings under the Company’s bank credit facility.  The convertible offering represented $150.1 million in aggregate gross proceeds (or $322.0 million aggregate principal amount at maturity) of notes due 2035. The Company granted the initial purchasers a 30-day option to purchase up to an additional 10% of the aggregate principal amount at maturity of the notes.  This option was not exercised.

Cash interest at the rate of 3.50% per year is payable semi-annually on the issue price of the notes until March 15, 2013.  After that date, cash interest will not be payable and original issue discount for non-tax purposes will accrue on the notes at a daily rate of 3.50% per year beginning on March 15, 2013 until the maturity date of the notes.  On the maturity date of the notes, a holder will receive $1,000 per note.

The notes will be convertible at the option of the holder, only upon the occurrence of certain events, at an initial conversion price of $50.05 per share, representing a 36.50% premium over the last reported sale price of our common stock on March 9, 2005, which was $36.67.  Upon conversion, the Company will pay the holder the conversion value in cash up to the accreted principal amount of the note and the excess conversion value, if any, in cash, Nash Finch common stock or both, at the option of the Company.

The Company may redeem all or a portion of the notes for cash at any time on or after the eighth anniversary of the issuance of the notes.  Holders may require the Company to purchase for cash all or a portion of the notes on the 8^th, 10^th, 15^th, 20^th and 25^th anniversaries of the issuance of the notes.  In addition, upon specified change in control events, each holder will have the option, subject to certain limitations, to require the Company to purchase for cash all or any portion of such holder’s notes.

Outlook

The Company is reaffirming its earnings guidance range of between $3.40 and $3.55 in diluted earnings per share for fiscal 2005 before the accretive effect of the acquisition discussed above.  This range compares to fiscal 2004 earnings from continuing operations of $14.9 million,

or $1.18 per diluted share.  Fiscal 2004 results included several events, listed on the schedule attached to this release, which had a net unfavorable impact of $24.0 million, or $1.89 per diluted share, the largest of which was a special charge of $21.0 million, or $1.66 per diluted share, involving primarily non-cash costs associated with the disposition of 21 retail stores.

A conference call to review first quarter results is scheduled for 10 a.m. (CT) on April 21, 2005.  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 Internet broadcast 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, with nearly $4 billion in fiscal 2004 sales. In March, 2005, the Company acquired two distribution centers representing an additional nearly $1 billion in annual food distribution sales.  Nash Finch Company’s core business, food distribution, serves independent retailers and military commissaries in 28 states, the District of Columbia, Europe, Cuba, Puerto Rico, Iceland, the Azores and Honduras.  The Company also owns and operates a base of over 80 retail stores, principally supermarkets under the Econofoods, Family Thrift Center and Sun Mart trade names.  Nash Finch employs nearly 10,000 associates and is publicly traded on the NASDAQ under the symbol “NAFC.”  Further information is available on the Company’s website at www.nashfinch.com.

The statements in this release that refer to anticipated financial results, 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 Company’s ability to successfully integrate into its business the distribution centers acquired and to retain the customers of those distribution centers; the effect of competition on the Company’s distribution and retail businesses; the Company’s ability to successfully execute plans to improve 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 entailed by expansion, affiliations and acquisitions; limitations on financial and operating flexibility due to debt levels and debt instrument covenants; possible changes to the military commissary system;  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:  LeAnne M. Stewart, 952-844-1060

NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

	Twelve Weeks Ended
	March 26, 2005		March 27, 2004
Sales	$	882,238	879,454
Cost and expenses:
Cost of sales	790,806		781,607
Selling, general and administrative	67,933		73,429
Depreciation and amortization	8,374		10,156
Interest expense	3,764		6,505
Total cost and expenses	870,877		871,697
Earnings before income taxes	11,361		7,757
Income tax expense	4,386		3,025
Net earnings	$	6,975	4,732
Net earnings per share:
Basic earnings per share:	$	0.55	0.39
Diluted earnings per share:	$	0.54	0.38
Cash dividends per common share	$	0.135	0.135
Weighted average number of common shares outstanding and common equivalent shares outstanding:
Basic	12,687		12,276
Diluted	13,014		12,445

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NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share amounts)

	March 26, 2005			January 1, 2005		March 27, 2004
	(unaudited)					(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	160,397		5,029		9,069
Accounts and notes receivable, net	151,882			157,397		148,208
Inventories	229,434			213,343		242,512
Prepaid expenses	18,635			15,524		13,529
Deferred tax assets	8,283			9,294		5,850
Total current assets	568,631			400,587		419,168
Investments in marketable securities	681			1,661		20
Notes receivable, net	25,213			26,554		32,901
Property, plant and equipment:
Land	21,289			21,289		24,000
Buildings and improvements	155,534			155,906		160,735
Furniture, fixtures and equipment	300,839			300,432		323,488
Leasehold improvements	71,198			71,907		87,141
Construction in progress	1,198			1,784		461
Assets under capitalized leases	40,171			40,171		41,570
	590,229			591,489		637,395
Less accumulated depreciation and amortization	(382,372		)	(377,820	)	(384,109	)
Net property, plant and equipment	207,857			213,669		253,286
Goodwill	147,435			147,435		149,792
Investment in direct financing leases	10,650			10,876		13,148
Deferred tax asset, net	3,159			2,560		—
Other assets	18,172			12,286		13,182
Total assets	$	981,798		815,628		881,497
Liabilities and Stockholders’ Equity
Current liabilities:
Outstanding checks	$	10,145		11,344		6,152
Current maturities of long-term debt and capitalized lease obligations	5,444			5,440		5,371
Accounts payable	196,079			180,359		171,956
Accrued expenses	74,945			72,200		80,669
Income taxes payable	13,127			10,819		10,405
Total current liabilities	299,740			280,162		274,553
Long-term debt	339,033			199,243		281,600
Capitalized lease obligations	39,664			40,360		43,959
Deferred tax liability, net	—			—		7,524
Other liabilities	21,263			21,935		11,287
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 12,693, 12,657 and 12,314 shares, respectively	21,155			21,096		20,524
Additional paid-in capital	35,787			34,848		30,026
Restricted stock	(179		)	(224	)	(400	)
Common stock held in trust	(1,652		)	(1,652	)	—
Deferred compensation obligations	1,652			1,652		—
Accumulated other comprehensive income	(3,399		)	(5,262	)	(5,678	)
Retained earnings	228,940			223,676		218,500
	282,304			274,134		262,972
Less cost of 11, 11 and 21 shares of common stock in treasury, respectively	(206		)	(206	)	(398	)
Total stockholders’ equity	282,098			273,928		262,574
Total liabilities and stockholders’ equity	$	981,798		815,628		881,497

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NASH FINCH COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Twelve Weeks Ended
	March 26, 2005			March 27, 2004
Operating activities:
Net earnings	$	6,975		4,732
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,374			10,156
Amortization of deferred financing costs	173			259
Amortization of rebatable loans	476			714
Provision for bad debts	577			780
Deferred income tax expense	412			1,042
Gain on sale of property, plant and equipment	(162		)	(469	)
LIFO charge	577			392
Asset impairments	458			—
Other	523			199
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts and notes receivable	5,586			(2,579	)
Inventories	(16,667		)	(6,615	)
Prepaid expenses	(3,111		)	1,607
Accounts payable	15,721			5,214
Accrued expenses	4,608			2,193
Income taxes payable	2,307			(209	)
Other assets and liabilities	(1,527		)	(238	)
Net cash provided by operating activities	25,300			17,178
Investing activities:
Disposal of property, plant and equipment	272			1,937
Additions to property, plant and equipment	(2,826		)	(2,958	)
Loans to customers	(367		)	(2,513	)
Payments from customers on loans	808			580
Purchase of marketable securities	(1,182		)	—
Sale of marketable securities	2,020			—
Corporate owned life insurance, net	(1,102		)	—
Other	143			—
Net cash used in investing activities	(2,234		)	(2,954	)
Financing activities:
Payments of revolving debt	(10,000		)	—
Dividends paid	(1,712		)	(1,649	)
Proceeds from exercise of stock options	480			1,509
Proceeds from employee stock purchase plan	296			357
Proceeds from long-term debt	150,087			—
Payments of long-term debt	(384		)	(343	)
Payments of capitalized lease obligations	(605		)	(588	)
Decrease in outstanding checks	(1,199		)	(17,198	)
Payments of deferred finance costs	(4,661		)	—
Net cash provided (used) by financing activities	132,302			(17,912	)
Net increase (decrease) in cash	155,368			(3,688	)
Cash at beginning of period	5,029			12,757
Cash at end of period	$	160,397		9,069

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NASH FINCH COMPANY AND SUBSIDIARIES

Supplemental Data (Unaudited)

	Twelve Weeks Ended March 26, 2005			Twelve Weeks Ended March 27, 2004
Other Data (In thousands)
Cash from operations	$	25,300		17,178
Debt to total capitalization	58		%	56	%
Total debt	$	384,141		330,930
Capital spending	$	2,826		2,958
Capitalization	$	666,239		593,504
Stockholders’ equity	$	282,098		262,574
Working Capital Ratio (a)	2.23			3.51
Non-GAAP Data
Consolidated EBITDA (b)	$	23,337		24,034
Interest Coverage Ratio - trailing 4 qtrs. (Consolidated EBITDA to interest expense) (c)	5.53			4.12
Leverage Ratio - trailing 4 qtrs. (debt to Consolidated EBITDA) (d)	3.03			2.72
Senior Secured Leverage Ratio (e)	1.38			—
Comparable GAAP Data
Earnings before income taxes to interest expense (c)	0.99			1.84
Debt to earnings before income taxes (d)	16.85			6.09
Senior secured debt to earnings before income taxes (e)	7.67			—
	Required Ratio			Actual Ratio
Debt Covenants
Interest Coverage Ratio	3.50 (minimum		)	5.53
Leverage Ratio	3.50 (maximum		)	3.03
Senior Secured Leverage Ratio	2.75 (maximum		)	1.38
Working Capital Ratio	1.50 (minimum		)	2.23

(a)Working Capital Ratio is defined as net trade accounts receivable plus inventory divided by the sum of loans and letters of credit outstanding under the new credit agreement plus certain additional secured debt.

(b)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 charges (such as LIFO, asset impairments and closed store lease costs), 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. The amount of Consolidated EBITDA is provided as additional information relevant to compliance with our debt covenants.

(c)Interest Coverage Ratio is defined as the Company’s Consolidated EBITDA divided by interest expense for the four trailing quarters ending March 26, 2005 and March 27, 2004, respectively.  The most comparable GAAP ratio is earnings before income taxes divided by interest expense for the same periods.

(d)Leverage Ratio is defined as the Company’s end of period debt at March 26, 2005 and March 27, 2004, divided by Consolidated EBITDA for the respective four trailing quarters.  The most comparable GAAP ratio is debt at the same dates divided by earnings before income taxes for the respective four trailing quarters.

(e)Senior Secured Leverage Ratio is defined as total senior secured debt at March 26, 2005 divided by Consolidated EBITDA for the trailing four quarters. The most comparable GAAP ratio is earnings before income taxes divided by interest expense for the same periods. The Senior Secured Leverage Ratio is a new covenant under the credit facility entered in the fourth quarter of fiscal 2004. Comparative data as of March 27, 2004 is not presented because this was not a covenant under the prior credit facility.

9

Reconciliation of Consolidated EBITDA (in thousands)

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

	2004 Qtr 2		2004 Qtr 3		2004 Qtr 4		2005 Qtr 1		Rolling 4 Qtr
Earnings before income taxes	(25,639	)	22,620		14,461		11,361		22,803
Add/(deduct)
Interest expense	6,487		7,799		5,007		3,764		23,057
Depreciation and amortization	9,800		11,615		8,670		8,374		38,459
LIFO	783		1,043		1,307		577		3,710
Closed store lease costs	1,146		643		3,211		178		5,178
Asset Impairments	—		—		853		458		1,311
Gains on sale of real estate	(14	)	(3,317	)	(2,173	)	—		(5,504	)
Subsequent cash payments on non-cash charges	(625	)	(1,633	)	(693	)	(1,375	)	(4,326	)
Extinguishment of debt	—		—		7,204		—		7,204
Special charges	36,494		—		(1,715	)	—		34,779
Total Consolidated EBITDA	28,432		38,770		36,132		23,337		126,671
	Qtr 2		Qtr 3		Qtr 4		Qtr 1		Rolling 4 Qtr
Consolidated EBITDA by Segment
Food Distribution	19,650		25,151		20,643		17,450		82,894
Military	8,988		11,340		9,029		9,315		38,672
Retail	7,414		14,515		12,678		8,286		42,893
Unallocated Corporate Overhead	(7,620	)	(12,236	)	(6,218	)	(11,714	)	(37,788	)
	28,432		38,770		36,132		23,337		126,671
	2003 Qtr 2		2003 Qtr 3		2003 Qtr 4		2004 Qtr 1		Rolling 4 Qtr
Earnings before income taxes	11,910		14,105		20,572		7,757		54,344
Add/(deduct)
Interest expense	7,035		9,011		7,032		6,505		29,583
Depreciation and amortization	9,642		13,098		10,232		10,156		43,128
LIFO	400		41		(1,961	)	392		(1,128	)
Closed store lease costs	32		583		187		(129	)	673
Asset Impairments	—		1,725		591		—		2,316
Gains on sale of real estate	(126	)	(218	)	(338	)	(82	)	(764	)
Subsequent cash payments on non-cash charges	(508	)	(602	)	(598	)	(565	)	(2,273	)
Curtailment of post retirement health care plan	—		—		(4,004	)	—		(4,004	)
Total Consolidated EBITDA	28,385		37,743		31,713		24,034		121,875
	Qtr 2		Qtr 3		Qtr 4		Qtr 1		Rolling 4 Qtr
Consolidated EBITDA by Segment
Food Distribution	16,288		24,440		18,615		16,441		75,784
Military	7,046		9,736		8,992		8,579		34,353
Retail	13,110		13,099		9,851		6,743		42,803
Unallocated Corporate Overhead	(8,059	)	(9,532	)	(5,745	)	(7,729	)	(31,065	)
	28,385		37,743		31,713		24,034		121,875
Impact on actual results for fiscal year 2004 (In thousands, except per share amounts)
	Fifty-Two Weeks Ended January 1, 2005
	$		EPS
Net earnings from continuing operations as reported	14,877		1.18
Items referenced in the press release
Call premium for early redemption of Senior Subordinated Notes (Q4 2004)	2,819		0.22
Write-off of unamortized finance costs and original issuance discount on credit facility and senior subordinated notes (Q4 2004)	1,525		0.12
Change in estimate of special charge from store dispositions (Q4 2004)	(1,312	)	(0.10	)
Special charges from store dispositions (Q2 2004)	22,262		1.76
Store closure cost reflected in operations (Q2 2004)	2,009		0.16
Reduction in income tax expense (Q4 2004, Q3 2004)	(3,300	)	(0.27	)

10