Subsequent Event

12 Months Ended

Dec. 29, 2012

Subsequent Events [Text Block]

(19)        Subsequent Event

 On February 13, 2013, the Company instructed Wells Fargo Bank, National Association, as trustee (the “Trustee”), under the Indenture, dated as of March 15, 2005, between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of September 21, 2007, between the Company and the Trustee, governing the Company’s Senior Subordinated Convertible Notes due 2035 (the “Notes”), to notify the holders of the Notes that the Company will redeem all $322 million outstanding aggregate principal amount at maturity of the Notes on March 15, 2013. The Notes will be redeemed at a price equal to $466.11 per $1,000 in principal amount at maturity which represents a total payment to be made of $150.1 million.

As a result of the notice of redemption, holders are entitled, in lieu of having their Notes redeemed, to convert such Notes by surrendering them for conversion to the Trustee, in its capacity as Conversion Agent under the Indenture, no later than the close of business on March 13, 2013 and satisfying the other requirements set forth in the Notes and the Indenture.  Upon any conversion, a holder would be entitled to receive a cash payment in an amount equal to the Conversion Value for each $1,000 principal amount at maturity of Notes.  The Conversion Value would be the product of (i) the current Conversion Rate of 9.7224 shares of common stock for each $1,000 principal amount at maturity, times (ii) the average trading price of a share of the Company’s common stock over the 15 trading day period beginning on the third trading day following March 15, 2013.  The Conversion Value would only exceed the $466.11 per $1,000 principal amount at maturity redemption price at an average common stock share price in excess of approximately $47.94.  Based on current common stock trading prices, the Company expects the Conversion Value would be significantly less than the redemption price of $466.11 and, accordingly, the Company does not expect holders to exercise their conversion rights.

                         NASH FINCH COMPANY AND SUBSIDIARIES

Quarterly Financial Information (Unaudited)

(In thousands, except per share amounts and percent to sales)

	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	12 Weeks				12 Weeks				16 Weeks				12 Weeks
	2012		2011		2012		2011		2012		2011		2012		2011
Sales (1)	$	1,069,845	$	1,110,271	$	1,104,242	$	1,111,133	$	1,511,090	$	1,486,313	$	1,135,620	$	1,147,742
Cost of sales (1)		989,122		1,021,282		1,015,448		1,020,556		1,383,445		1,372,625		1,041,314		1,060,970
Gross profit		80,723		88,989		88,794		90,577		127,645		113,688		94,306		86,772
Earnings (loss) before income taxes		9,069		12,370		(113,300)		16,614		22,955		16,737		(40,418)		12,707
Income tax expense (benefit)		3,615		4,889		(28,332)		6,563		8,351		6,644		(11,456)		4,527
Net earnings (loss)		5,454		7,481		(84,968)		10,051		14,604		10,093		(28,962)		8,180
Net earnings (loss) as percentage of sales		0.51%		0.68%		(7.69%)		0.91%		0.97%		0.68%		(2.55%)		0.71%
Basic earnings (loss) per share	$	0.42	$	0.59	$	(6.55)	$	0.79	$	1.13	$	0.78	$	(2.23)	$	0.63
Diluted earnings (loss) per share	$	0.42	$	0.57	$	(6.55)	$	0.77	$	1.12	$	0.77	$	(2.23)	$	0.62

(1)  Prior year amounts have been reclassified to present fees received for shipping, handling, and the performance of certain other services in accordance with ASC Topic 605.  Please refer to Note 1 of the Notes to Consolidated Financial Statements of this Form 10-K for a further discussion.

Significant items by quarter include the following:

1.  Goodwill impairments of $132.0 million and $34.6 million during the second and fourth quarters, respectively, of fiscal 2012.

2.  Impairments of long-lived assets of $13.1 million during the fourth quarter of fiscal 2012.

3.  A gain on the acquisition of a business of $6.6 million during the second quarter of fiscal 2012.

4.  Conversion and transition costs related to the opening of new Military food distribution facilities of $0.9 million, $0.5 million, $3.2 million and $1.0 million during the first, second, third and fourth quarters, respectively, of fiscal 2012.

5.  Non-cash LIFO charges of $0.2 million, $0.4 million, $1.4 million and $1.3 million during the first, second, third and fourth quarters, respectively, of fiscal 2012.

6.  Transaction and integration costs related to business acquisitions of $0.3 million, $0.9 million, $0.7 million and $0.1 million during the first, second, third and fourth quarters, respectively, of fiscal 2012.

7.  Restructuring costs related to Food Distribution overhead centralization of $1.0 million during the fourth quarter of fiscal 2012.

8.  The write off of $1.0 million in capitalized software costs during the fourth quarter of fiscal 2012.

9.  Closing costs related to a Food Distribution facility of $0.8 million during the fourth quarter of fiscal 2012.

10.  Transition costs related to Food Distribution facilities of $0.1 million and $0.2 million during the second and third quarters, respectively of fiscal 2012.

11  Restructuring costs related to Food Distribution overhead centralization of $0.5 million, $0.9 million, and $0.2 million during the second, third, and fourth quarters, respectively, of fiscal 2011.

12.  Unusual professional fees of $2.0 million and $0.5 million during the third and fourth quarters, respectively, of fiscal 2011.

13.  Conversion and transition costs related to new military food distribution facilities of $0.9 million, $0.3 million, $0.4 million, and $0.4 million during the first, second, third, and fourth quarters, respectively, of fiscal 2011.

14.  Non-cash LIFO charges of $0.5 million, $2.1 million, $7.1 million, and $4.5 million during the first, second, third, and fourth quarters, respectively, of fiscal 2011.

15.  The write off of $1.8 million in deferred financing costs during the fourth quarter of fiscal 2011 due to the refinancing of the Company’s asset-backed credit agreement.

16.  A loss on the write-down of long-lived assets of $2.0 million and $0.1 million during the first and second quarters, respectively, of fiscal 2011.

17.  The write off of $0.6 million in capitalized software costs during the third quarter of fiscal 2011.