Acquisition

12 Months Ended

Dec. 29, 2012

Acquisition - Bag 'N Save [Member]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

(2) Acquisition – Bag ‘N Save

                On April 3, 2012, U Save Foods, Inc., a Nash Finch wholly-owned subsidiary, completed an asset purchase from Bag ‘N Save Inc. of its twelve supermarkets which are located in Omaha and York, Nebraska (“BNS”).  The Company acquired the inventory, equipment and certain other assets of all locations and also acquired the real estate associated with six of these locations.  The aggregate purchase price paid was $29.7 million in cash.

                We accounted for this transaction in accordance with the provisions of FASB Accounting Standards Codification (“ASC”) Topic 805, "Business Combinations", which defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC Topic 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date.  ASC Topic 805 also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. 

                The following table summarizes the fair values of the assets acquired and liabilities of BNS assumed at the acquisition date:

(in thousands)
Inventories	$	11,165
Property, plant and equipment		25,570
Other assets		630
Total identifiable assets acquired		37,365
Accrued expenses		1,026
Total liabilities assumed		1,026
Net assets acquired	$	36,339

                The fair value of the identifiable assets acquired and liabilities assumed of $36.3 million exceeded the purchase price of BNS of $29.7 million.  Consequently, the Company reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate.  As a result, the Company recognized a pre-tax gain of $6.6 million in the second quarter 2012 associated with the acquisition of BNS.  The gain is included in the line item "Gain on acquisition of a business" in the Consolidated Statements of Income (Loss).

The Company recognized $0.5 million of acquisition related costs that were expensed during fiscal 2012 related to the acquisition of BNS.  These costs are included in the Consolidated Statements of Income (Loss) under selling, general and administrative expenses.

                The sales of BNS are included in the Consolidated Statements of Income (Loss) from the acquisition date through the end of fiscal 2012 and were $103.5 million.  This was offset by a corresponding $58.3 million decrease in Food Distribution segment sales since BNS was formerly a Food Distribution customer and these sales are now being reported in the Retail segment.  Although the Company has made reasonable efforts to do so, synergies achieved through the integration of BNS into the Company's Retail segment, unallocated interest expense and the allocation of shared overhead specific to BNS cannot be precisely determined.  Accordingly, the Company has deemed it impracticable to calculate the precise impact that the acquisition of BNS had on the Company's net earnings during fiscal 2012.  However, please refer to "Note (18) - Segment Information" of this Form 10-K for a comparison of the Retail segment sales and profit for fiscal 2012 and 2011.

Acquisition – No Frills[Member]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

(3) Acquisition – No Frills

                On June 25, 2012, U Save Foods, Inc., a Nash Finch wholly-owned subsidiary, completed an asset purchase from NF Foods, LLC (“No Frills”) of its eighteen supermarkets, which are located in Nebraska and western Iowa.  The Company acquired the inventory, accounts receivable, equipment and certain other assets of all locations, while assuming obligations for accounts payable and certain other liabilities.  The aggregate purchase price paid was $49.3 million in cash.

                In accordance with ASC Topic 805, the Company was required to recognize the fair value of the assets acquired and liabilities of No Frills assumed.  The following table summarizes such fair values at the acquisition date:

(in thousands)
Cash and cash equivalents	$	441
Accounts receivable		1,893
Inventories		14,771
Prepaid expenses		209
Property, plant and equipment		8,981
Tradename		2,900
Leasehold interest		3,540
Other assets		327
Total identifiable assets acquired		33,062
Accounts payable		3,910
Accrued expenses		1,260
Other long-term liabilities		1,479
Total liabilities assumed		6,649
Net assets acquired	$	26,413

                The purchase price of No Frills of $49.3 million exceeded the fair value of the identifiable assets acquired and liabilities assumed of $26.4 million.  As a result, the Company recognized goodwill of $22.9 million in the third quarter 2012 associated with the acquisition of No Frills.  Included in the amounts shown in the table above were $0.5 million in accounts receivable that were due to No Frills from the Company and $2.3 million in accounts payable that were due to the Company from No Frills.

                The Company recognized $0.6 million of acquisition related costs that were expensed during fiscal 2012 related to our purchase of certain assets and liabilities from No Frills.  These costs are included in the Consolidated Statements of Income (Loss) under selling, general and administrative expenses.

The sales of No Frills are included in the Consolidated Statements of Income (Loss) from the acquisition date through the end of fiscal 2012 and were $111.7 million.  This was offset by a corresponding $61.4 million decrease in Food Distribution segment sales since No Frills was formerly a Food Distribution customer and these sales are now being reported in the Retail segment.  Although the Company has made reasonable efforts to do so, synergies achieved through the integration of No Frills into the Company's Retail segment, unallocated interest expense and the allocation of shared overhead specific to No Frills cannot be precisely determined.  Accordingly, the Company has deemed it impracticable to calculate the precise impact that the acquisition of No Frills had on the Company's net earnings during fiscal 2012.  However, please refer to "Note (18) - Segment Information" of this Form 10-K for a comparison of the Retail segment sales and profit for fiscal 2012 and 2011.