<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------------
FORM 8-K/A
Amendment No. 1 to
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported:) January 2, 1996
----------------------------
NASH-FINCH COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 0-785 41-0431960
(State of Incorporation) (Commission file (I.R.S. Employer
number) Identification No.)
7600 FRANCE AVENUE SOUTH
P.O. BOX 355
MINNEAPOLIS, MINNESOTA 55440-0355
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (612) 832-0534
------------------------------
<PAGE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Current Report on Form 8-K as set
forth herein:
Item 7 of the registrant's Current Report on Form 8-K dated January 2, 1996 and
filed with the Commission on January 17, 1996 is hereby amended to include the
financial statements and pro forma financial information indicated in Item 7
below.
Item 7. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Auditor's Report dated February 2, 1996
Balance Sheets -- December 31, 1995 and December 31, 1994
Statements of Income --
Fiscal years ended December 31, 1995 and December 31, 1994
Statements of Stockholders' Equity --
Fiscal years ended December 31, 1995 and December 31, 1994
Statements of Cash Flows --
Fiscal years ended December 31, 1995 and December 31, 1994
Notes to Financial Statements of
Military Distributors of Virginia, Inc.
<PAGE>
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
NORFOLK, VIRGINIA
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Directors and Stockholders
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
Norfolk, Virginia
We have audited the accompanying balance sheets of MILITARY DISTRIBUTORS OF
VIRGINIA, INC. as of December 31, 1995 and 1994, and the related statements of
income, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MILITARY DISTRIBUTORS OF
VIRGINIA, INC., as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
As discussed in Note 9, substantially all of the assets of the Company were
sold on January 2, 1996.
One Commercial Place
Norfolk, Virginia
February 2, 1996
<PAGE>
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(NEXT PAGE)
<PAGE>
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
DECEMBER 31, 1995 1994
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 474,764 $ 1,122,942
Accounts receivable - trade (net of allowance for
doubtful accounts: 1995 - $43,000; 1994 -
$57,302) 42,870,708 28,597,142
Notes receivable 206,195 198,486
Inventory 16,410,698 15,187,251
Prepaid expenses 475,668 354,039
---------------------------------
TOTAL CURRENT ASSETS 60,438,033 45,459,860
---------------------------------
PROPERTY AND EQUIPMENT, AT COST
Land 107,200 107,200
Buildings and improvements 1,593,437 1,515,908
Transportation equipment 1,401,951 1,562,832
Warehouse equipment 3,375,533 2,285,497
Office equipment 1,470,014 1,165,674
---------------------------------
7,948,135 6,637,111
Less - accumulated depreciation (3,027,317) (3,214,605)
---------------------------------
4,920,818 3,422,506
---------------------------------
OTHER ASSETS
Deposits 2,830 6,367
Notes receivable 3,036,918 3,199,428
Deferred financing fees 27,317 32,777
Cash surrender value of life insurance 535,000 389,623
---------------------------------
3,602,065 3,628,195
---------------------------------
$ 68,960,916 $ 52,510,561
---------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1995 1994
---------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Notes payable $ 27,014,000 $ 16,929,595
Current portion of long-term debt 20,000 50,000
Accounts payable 26,674,467 17,734,154
Accrued expenses 149,519 1,618,354
---------------------------------
Total current liabilities 53,857,986 36,332,103
---------------------------------
LONG-TERM DEBT 590,000 610,000
---------------------------------
STOCKHOLDERS' EQUITY
Common stock - $10 par value; 10,000 shares authorized,
5,445 shares issued and outstanding 54,450 54,450
Additional paid-in capital 768,319 768,319
Retained earnings 13,690,161 14,745,689
---------------------------------
Total stockholders' equity 14,512,930 15,568,458
---------------------------------
$ 68,960,916 $ 52,510,561
---------------------------------
---------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, 1995 AND 1994
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock
----------------------------- Additional Total
Number of Par Value Paid-in Retained Stockholders'
Shares Amount Capital Earnings Equity
-------------- ------------ --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31, 1993 5,445 $ 54,450 $ 768,319 $ 14,032,224 $ 14,854,993
NET INCOME 0 0 0 7,563,465 7,563,465
STOCKHOLDERS'
DISTRIBUTIONS 0 0 0 (6,850,000) (6,850,000)
------------------------------------------------------------------------------------------------
BALANCE,
DECEMBER 31, 1994 5,445 54,450 768,319 14,745,689 15,568,458
NET INCOME 0 0 0 7,634,472 7,634,472
STOCKHOLDERS'
DISTRIBUTIONS 0 0 0 (8,690,000) (8,690,000)
------------------------------------------------------------------------------------------------
BALANCE,
DECEMBER 31, 1995 5,445 $ 54,450 $ 768,319 $ 13,690,161 $ 14,512,930
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, 1995 1994
- ------------------------- ---------------- --------------
<S> <C> <C>
SALES $ 416,455,897 $ 351,015,962
COST OF SALES 388,750,268 327,031,529
--------------------------------------
GROSS PROFIT 27,705,629 23,984,433
INTEREST EXPENSE 1,563,149 761,339
--------------------------------------
ADJUSTED GROSS PROFIT 26,142,480 23,223,094
--------------------------------------
OPERATING EXPENSES
WAREHOUSING 9,099,663 7,023,058
TRANSPORTATION 4,516,098 3,961,005
ADMINISTRATIVE 5,197,142 4,996,383
--------------------------------------
TOTAL OPERATING EXPENSES 18,812,903 15,980,446
--------------------------------------
OPERATING INCOME 7,329,577 7,242,648
OTHER INCOME, NET 304,895 320,817
--------------------------------------
NET INCOME $ 7,634,472 $ 7,563,465
--------------------------------------
--------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Years Ended December 31, 1995 1994
- ----------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 7,634,472 $ 7,563,465
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation and amortization 703,044 613,505
Loss on disposal of assets 161,567 14,093
Changes in:
Accounts receivable (14,273,566) (6,418,929)
Inventory (1,223,447) (4,144,189)
Prepaid expenses 29,306 58,754
Accounts payable 8,940,313 3,526,172
Accrued expenses (1,468,835) 29,124
---------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 502,854 1,241,995
---------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in cash surrender value of life insurance (145,377) (106,358)
Purchases of property and equipment (2,459,963) (313,205)
Proceeds from sale of property and equipment 102,500 23,600
Decrease in deposits 3,537 1,400
Decrease in notes receivable 154,801 151,486
Prepaid selling costs incurred (150,935) 0
---------------------------------
NET CASH USED BY INVESTING ACTIVITIES (2,495,437) (243,077)
---------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to stockholders (8,690,000) (6,850,000)
Net increase in short-term borrowings 10,084,405 6,853,925
Principal repayment of long-term debt (50,000) (45,000)
---------------------------------
NET CASH USED BY FINANCING ACTIVITIES 1,344,405 (41,075)
---------------------------------
NET INCREASE (DECREASE) IN CASH (648,178) 957,843
CASH AT BEGINNING OF YEAR 1,122,942 165,099
---------------------------------
CASH AT END OF YEAR $ 474,764 $ 1,122,942
---------------------------------
---------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest $ 1,610,799 $ 761,792
---------------------------------
---------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
<PAGE>
MILITARY DISTRIBUTORS OF VIRGINIA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND BUSINESS
The Company is a Virginia corporation formed in 1974, engaged in the
business of warehousing and distribution to facilitate the transfer of grocery
items to United States military installations, both domestic and overseas. On
January 2, 1996, the Company ceased its warehousing and distribution operations,
as discussed in Note 9.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ESTIMATES
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses and disclosure of contingent assets and
liabilities for the reported periods. Actual results could differ from those
estimates and assumptions.
CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of temporary cash investments,
trade receivables from food industry manufacturers, and notes receivable from
related parties. The Company places its temporary cash investments with high
credit quality financial institutions. As of December 31, 1995 and 1994, the
Company had temporary cash investments on deposit in excess of the F.D.I.C.
insured limit at a single financial institution. Credit risk with respect to
trade receivables is limited due to a significant number of large, publicly
traded customers and their disbursion across many different geographic regions.
Credit risk with respect to notes receivable from related parties is limited in
that the notes are collateralized by a second deed of trust on real property
with a market value significantly in excess of the note.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Bad debt expense is recognized through an allowance for doubtful accounts
as determined by management's review of accounts receivable.
INVENTORY
Inventory is stated at lower of cost or market value. As described in note
3, cost was determined by the last-in, first-out method.
(NOTES CONTINUED ON NEXT PAGE)
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
PROPERTY AND EQUIPMENT
Property and equipment are depreciated by the straight-line or accelerated
methods over the following estimated lives:
Buildings and improvements 20 to 40 year
Warehouse equipment 5 to 15 year
Transportation equipment 5 to 10 year
Office equipment 5 to 10 year
DEFERRED FINANCING FEES
Deferred financing fees are stated at cost, less amounts amortized to
income by the straight-line method over a ten year period.
INCOME TAXES
No provision for income taxes has been made as the Company elected to be
taxed as an "S" corporation in 1985.
NOTE 3 - INVENTORY
The differences between FIFO and LIFO inventory are as follows:
<TABLE>
<CAPTION>
1995 1994
-------------- -------------
<S> <C> <C>
FIFO cost $ 19,040,799 $ 17,619,843
Cumulative adjustments to LIFO cost (2,630,101) (2,432,592)
-------------- -------------
LIFO cost $ 16,410,698 $ 15,187,251
-------------- -------------
-------------- -------------
</TABLE>
If the Company had used the first-in, first-out, (FIFO) method to determine
costs, net income for the years ended December 31, 1995 and 1994 would have been
increased by $197,509 and $265,443, respectively.
NOTE 4 - NOTES RECEIVABLE
Details of notes receivable are as follows:
<TABLE>
<CAPTION>
1995 1994
-------------- --------------
<S> <C> <C>
Notes receivable - related party (A $ 3,184,218 $ 3,333,830
Notes receivable - others 27,923 30,110
-------------- --------------
3,212,141 3,363,940
Less - current portion 175,223 164,512
-------------- --------------
Noncurrent portion $ 3,036,918 $ 3,199,428
-------------- --------------
-------------- --------------
</TABLE>
(NOTES CONTINUED ON NEXT PAGE)
<PAGE>
NOTE 4 - NOTES RECEIVABLE (Continued)
(A) Long-term notes related to the sale of warehouse facilities to a
related party, payable in 174 monthly installments through July, 2007
of $36,965 including interest at 9%, collateralized by a second deed of
trust on the property sold.
NOTE 5 - NOTES PAYABLE
Details of note payable are as follows:
<TABLE>
<CAPTION>
1995 1994
-------------- --------------
<S> <C> <C>
Note payable - bank (A $ 27,014,000 $ 12,800,000
Related party - secured (B - 3,429,720
Others - unsecured (C - 699,875
-------------- --------------
$ 27,014,000 $ 16,929,595
-------------- --------------
-------------- --------------
</TABLE>
(A) A revolving credit arrangement under which the bank will loan the
lesser of $15,000,000 or 80% of eligible accounts receivable and 50% of
eligible inventory. In addition, the bank provided additional
temporary financing to allow for distributions to shareholders to be
paid prior to the sale of assets on January 2, 1996 discussed in Note
9. Interest is at the lower of (a) prime or (b) the 30 day LIBOR rate
plus 1.25%. The note is collateralized by inventory, accounts
receivable, equipment, and other security. The note is reviewed for
renewal on an annual basis. The note is currently due on May 31, 1996.
(B) Demand note payable to a related Company with interest at prime,
collateralized by a second lien on inventory, accounts receivable, and
equipment.
(C) Uncollateralized demand notes payable to related parties with interest
at prime.
NOTE 6 - LONG-TERM DEBT
Details of long-term debt are as follows:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Industrial Revenue Bond (A $ 610,000 $ 660,000
Less - current portion 20,000 50,000
----------- -----------
Long-term portion $ 590,000 $ 610,000
----------- -----------
----------- -----------
</TABLE>
(A) Industrial Revenue Bond, collateralized by deed of trust, related to
the financing of the acquisition, construction and expansion of the
Company's storage and office facilities, payable in annual installments
of principal ranging from $20,000 to $45,000 plus interest at 7%,
payable from October, 1991, through October, 2005 with a balloon
payment of $350,000 due at that time, secured by a letter of credit.
The letter of credit is collateralized by a deed of trust on real
estate appraised at over $1,300,000.
(Notes continued on next page)
<PAGE>
NOTE 6 - LONG-TERM DEBT (Continued)
Maturities of the remaining long-term debt for the next five years will be
as follows:
<TABLE>
<S> <C>
1996 $ 20,000
1997 $ 25,000
1998 $ 25,000
1999 $ 25,000
2000 $ 25,000
</TABLE>
NOTE 7 - LEASE COMMITMENTS
The Company leases transportation equipment, computer equipment, and
warehouse facilities under operating lease agreements with varying terms. In
addition, the Company sold its primary warehouse facility to a related party on
December 31, 1992, which it leases back on a long-term basis at an initial
annual rent of $799,879, subject to a 3% annual escalation.
At December 31, 1995, future minimum lease obligations are as follows:
<TABLE>
<S> <C>
1996 $ 2,653,252
1997 $ 2,609,343
1998 $ 2,341,389
1999 $ 1,652,825
2000 $ 1,511,113
Thereafter $ 6,174,272
</TABLE>
NOTE 8 - PROFIT SHARING PLAN
The Company provides a profit sharing plan for substantially all employees.
The contribution is determined annually by the Board of Directors, but cannot
exceed the amounts allowable by the Internal Revenue Code. The Company made
contributions of $511,436 and $561,825 for the years ended December 31, 1995 and
1994, respectively.
NOTE 9 - SUBSEQUENT EVENT
On January 2, 1996, substantially all of the Company's assets were sold for
$56,000,000 plus assumption of all the Company's liabilities and leases.
Prepaid costs of $150,935 related to the sale were incurred during 1995 and are
included in prepaid expenses. In addition, the Company entered into a
management agreement with the buyer for a period of six years. After the sale,
substantially all the proceeds were distributed to the shareholders.
* * * * *
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION
Unaudited condensed pro forma combined Balance Sheet of Nash Finch Company
and Military Distributors of Virginia, Inc. as of October 7, 1995
Unaudited condensed pro forma combined Statement of Income of Nash Finch
Company and Military Distributors of Virginia, Inc. for the nine months
ended October 7, 1995
Unaudited condensed pro forma combined Statement of Income of Nash Finch
Company and Military Distributors of Virginia, Inc. for the fiscal year
ended December 31, 1994
<PAGE>
Unaudited Pro Forma Financial Information
In January 1996, Nash Finch Company (the "Company") acquired substantially all
of the assets of Military Distributors of Virginia, Inc. ("MDV"). The aggregate
purchase price paid by the Company consisted of $56.0 million in cash plus the
assumption of liabilities totaling an additional $54.0 million. The assets
acquired included certain real property, leasehold interests in real property
and equipment, fixed assets, inventory, receivables, supplies and contractual
rights. The terms of the acquisition were the result of arm's length
negotiations between the parties, and the acquisition will be accounted for as a
purchase.
The accompanying unaudited pro forma combined financial statements are included
herein as required by rules of the Securities and Exchange Commission ("SEC").
Such pro forma financial statements do not purport to be indicative of the
results of future combined operations. The pro forma combined financial
statements are based upon the historical financial statements of the Company and
MDV and should be read in conjunction with those historical financial statements
as they appear elsewhere in this filing or previous filings with the SEC.
The unaudited pro forma combined balance sheet was prepared as if the
transactions were consummated as of October 7, 1995. The unaudited pro forma
combined statements of income for the year ended December 31, 1994 and for the
nine months ended October 7, 1995 assume the acquisition had been consummated as
of January 2, 1994, the beginning of the fiscal year presented. The pro forma
statements of income and the balance sheet presented have been adjusted for the
effects of costs, expenses, assets and liabilities which might have been
incurred or assumed had the acquisition been effected on the dates indicated.
The pro forma combination of the Company and MDV has been prepared under the
purchase method of accounting. Therefore, the purchase price of approximately
$110 million has been allocated to the fair values of the net assets acquired.
The excess purchase price over the fair value of net assets acquired has been
recorded as goodwill in the accompanying pro forma financial statements and
amortized over a period of 15 years.
<PAGE>
UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET
For the Nine Months Ended October 7, 1995
(In thousands)
<TABLE>
<CAPTION>
Historical
----------------------------------
Nash Finch Military Distributors Pro Forma
Company of Virginia Combined Adjustments Pro Forma
------------ ---------------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 7,040 1,955 8,995 8,995
Accounts and notes receivable, net 95,711 36,956 132,667 132,667
Inventories 207,141 21,312 228,453 228,453
Other current assets 15,612 348 15,960 15,960
----------- ---------- ---------- -----------
Total Current Assets 325,504 60,571 386,075 386,075
Investments and noncurrent receivables 12,723 - 12,723 12,723
Property, plant and equipment, net 182,870 4,394 187,264 416(1) 187,680
Other assets 8,703 39 8,742 42,585(2) 51,327
----------- --------- ---------- --------- ---------
Total Assets $ 529,800 65,004 594,804 43,001 637,805
----------- --------- ---------- --------- ---------
----------- --------- ---------- --------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings $ 300 22,477 22,777 22,777
Current maturities of long-term obligations 13,842 40 13,882 13,882
Accounts payable 168,953 25,312 194,265 194,265
Accrued and other current liabilities 41,538 2,197 43,735 43,735
----------- ---------- ---------- -----------
Total Current Liabilities 224,633 50,026 274,659 274,659
Long-term debt, less current maturities 72,148 620 72,768 57,359(3) 130,127
Capitalized lease obligations 10,265 - 10,265 10,265
Deferred credits and other liabilities 8,747 - 8,747 8,747
Stockholders' equity 214,007 14,358 228,365 (14,358) 214,007
----------- --------- ---------- --------- ---------
Total Liabilities & Stockholders' Equity $ 529,800 65,004 594,804 43,001 637,805
----------- --------- ---------- --------- ---------
----------- --------- ---------- --------- ---------
</TABLE>
See accompanying notes to unaudited pro forma financial statements
<PAGE>
Notes to Unaudited Condensed Pro Forma Combined Balance Sheet
For the Nine Months Ended October 7, 1995
1. To adjust the cost of property, plant and equipment to fair market value.
2. To record purchase price in excess of fair market value of the net assets
acquired.
3. To record additional debt incurred by the Company to fund the acquisition.
<PAGE>
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME
For the Nine Months Ended October 7, 1995
(In thousands except per share amount)
<TABLE>
<CAPTION>
Historical
----------------------------------
Nash Finch Military Distributors Pro Forma
Company of Virginia Combined Adjustments Pro Forma
------------ ---------------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Total sales and revenues $ 2,218,937 296,676 2,515,613 - 2,515,613
Cost and Expenses:
Cost of sales 1,895,516 277,154 2,172,670 - 2,172,670
Selling, general and administrative
and other operating expenses 269,267 12,624 281,891 2,185 (1) 280,300
(3,776)(2)
Depreciation and amortization 22,594 493 23,087 64 (3) 23,151
Interest expense 8,715 1,137 9,852 3,585 (4) 13,437
------------ ---------- --------- ------ ----------
Total costs and expenses 2,196,092 291,408 2,487,500 2,058 2,489,558
Earnings before income taxes 22,845 5,268 28,113 (2,058) 26,055
Income taxes 9,252 257 9,509 913(5) 10,422
------------ ---------- --------- ------ ----------
Net earnings $ 13,593 5,011 18,604 (2,971) 15,633
------------ ---------- --------- ------ ----------
------------ ---------- --------- ------ ----------
Earnings Per Share $1.44
----------
----------
Weighted average number of common shares outstanding 10,875
----------
----------
</TABLE>
See accompanying notes to unaudited pro forma financial statements
<PAGE>
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME
For the Fiscal Year Ended December 31, 1994
(In thousands except per share amount)
<TABLE>
<CAPTION>
Historical
----------------------------------
Nash Finch Military Distributors Pro Forma
Company of Virginia Combined Adjustments Pro Forma
------------ ---------------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Total revenues $2,832,000 351,337 3,183,337 - 3,183,337
Cost and expenses:
Cost of sales 2,410,292 327,032 2,737,324 - 2,737,324
Selling, general and
administrative, and other
operating expenses 352,683 15,366 368,049 2,839 (1)
(3,624)(2) 367,264
Depreciation and amortization 31,831 614 32,445 83 (3) 32,528
Interest expense 11,384 761 12,145 5,456 (4) 17,601
--------- --------- --------- -------- ---------
Total costs and expenses 2,806,190 343,773 3,149,963 4,754 3,154,717
Earnings before income taxes 25,810 7,564 33,374 (4,754) 28,620
Income taxes 10,330 - 10,330 1,124 (5) 11,454
--------- --------- --------- -------- ---------
Net earnings $ 15,480 7,564 23,044 (5,878) 17,166
--------- --------- --------- -------- ---------
--------- --------- --------- -------- ---------
Earnings Per Share $1.58
-------
-------
Weighted average number of common shares outstanding 10,873
-------
-------
</TABLE>
See accompanying notes to unaudited pro forma financial statements
<PAGE>
Notes to Unaudited Condensed Pro Forma Combined Statements of Income
For the the Nine Months ended October 7, 1995 and
Fiscal Year Ended December 31, 1994.
1. Amortization expense related to purchase price in excess of fair market value
of net assets acquired. Expense is based on a straight line amortization
over 15 years.
2. Represents estimated expense reductions resulting from synergies realized
from the consolidation with the Company's existing military distribution
operations.
3. Additional depreciation resulting from the write up of property, plant and
equipment to fair market value.
4. Interest expense for approximately $57.0 million in additional bank debt used
to fund the acquisition.
5. Adjust income taxes to reflect an estimated effective tax rate of 40%.
<PAGE>
(c) EXHIBITS
23.1 Consent of Goodman & Company, L.L.P.
<PAGE>
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 thereunto duly authorized.
NASH-FINCH COMPANY
(Registrant)
Date: March 18, 1996 By /s/ Lawrence A. Wojtasiak
--------------------------------
LAWRENCE A. WOJTASIAK
CONTROLLER
<PAGE>
EXHIBIT INDEX
Exhibit Document
- ------- --------
23.1 Consent of Independent Accountants
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statements of
Nash-Finch Company on Form S-8 (File No. 33-64313) and Form S-8 (File No. 33-
54487) of our report dated February 2, 1996, on our audits of the financial
statements and financial statement schedules of Military Distributors of
Virginia, Inc. as of December 31, 1995 and 1994, and for the years ended
December 31, 1995 and 1994, which report is included in the Current Report on
Form 8-K.
GOODMAN & COMPANY, L.L.P.
Norfolk, Virginia
March 13, 1996
