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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
Amendment No. 2 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
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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
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The undersigned registrant hereby amends the following items, financial
statements, exhibits, or other portions of its Current Report on Form 8-K/A as
set forth herein:
Item 7 of the registrant's Current Report on Form 8-K/A dated January 2, 1996
and filed with the Commission on March 18, 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
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[LETTERHEAD]
GOODMAN & COMPANY, L.L.P.
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.
/s/ Goodman & Company, L.L.P.
One Commercial Place
Norfolk, Virginia
February 2, 1996
-1-
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(b) PRO FORMA FINANCIAL INFORMATION
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
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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
---------------------------------
Military
Nash Finch 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) 284,076
Depreciation and amortization 22,594 493 23,087 64(2) 23,151
Interest expense 8,715 1,137 9,852 3,585(3) 13,437
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Total costs and expenses 2,196,092 291,408 2,487,500 5,834 2,493,334
Earnings before income taxes 22,845 5,268 28,113 (5,834) 22,279
Income taxes 9,252 257 9,509 (597)(4) 8,912
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Net earnings $ 13,593 5,011 18,604 (5,237) 13,367
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Earnings per share $1.23
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Weighted average number of common shares outstanding 10,875
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</TABLE>
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See accompanying notes to unaudited pro forma financial statements
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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
---------------------------------
Military
Nash Finch 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) 370,888
Depreciation and amortization 31,831 614 32,445 83(2) 32,528
Interest expense 11,384 761 12,145 5,456(3) 17,601
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Total costs and expenses 2,806,190 343,773 3,149,963 8,378 3,158,341
Earnings before income taxes 25,810 7,564 33,374 (8,378) 24,996
Income taxes 10,330 - 10,330 (332)(4) 9,998
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Net earnings $ 15,480 7,564 23,044 (8,046) 14,998
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Earnings per share $1.38
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Weighted average number of common shares outstanding 10,873
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</TABLE>
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See accompanying notes to unaudited pro forma financial statements
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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. Additional depreciation resulting from the write up of property, plant and
equipment to fair market value.
3. Interest expense for approximately $57.0 million in additional bank debt
used to fund the acquisition.
4. Adjust income taxes to reflect an estimated effective tax rate of 40%.
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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
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Registrant
Date: October 18, 1996 By: /s/ Lawrence A. Wojtasiak
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LAWRENCE A. WOJTASIAK
CONTROLLER
