MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Total sales and revenues increased 8.3% for the 52 weeks of fiscal 1993 to $2.724 billion compared to $2.515 billion in the 53 weeks of 1992 and $2.343 billion in 1991. The increase is primarily attributed to the acquisitions of the military wholesale business of B. Green & Company, which occurred at the end of fiscal 1992, and the 16-store Easter chain, which was acquired at the end of the second quarter of fiscal 1993. In 1993, wholesale sales increased 9.7%. When sales gains realized from acquisitions and the effect of an additional week of operations last year are excluded, the increase was 1.7%. Sales growth continued to be hampered by a general weakness in the economy and deflation in food prices. An internally measured inflation index showed a deflation rate of .75 % in food prices in 1993 compared to an inflation rate of .5 % in 1992. Wholesale sales for 1992 improved over 1991 due to the acquisition of the Tidewater Wholesale Grocery division in January 1992, and the additional week of sales in 1992. Retail sales for 1993 increased 5.1% overall due to acquisitions and the opening of new and expanded stores. When the effects of stores acquired or sold during the year and the extra week of sales last year are eliminated, however, the result is a decline of 1.3%. This is principally attributable to increasing competitive pressures in certain market areas and, to a lesser extent, deflation in food prices. Retail sales increased 2.0% in 1992 compared to 1991 largely due to the additional week of sales. Gross margins were 14.6%, 14.6% and 14.8% in 1993, 1992 and 1991, respectively. Although wholesale sales, which typically achieve lower margins than retail, accounted for a slightly greater proportion of total sales in fiscal 1993 than in 1992, margin improvements for both wholesale and retail segments were sufficient to offset any reduction that might have resulted from the proportionate change in sales. The decrease in margins in 1992 compared to 1991 resulted from a higher proportion of lower margin wholesale sales. Margin improvements in 1993 were the result of an increase in sales, as a percentage of total sales, of higher margin product categories. Selling, general and administrative expenses, as a percentage of revenues were 12.2% in 1993 compared to 11.9% in 1992 and 1991. During 1993, the Company increased its provision for bad debts by $10.1 million compared with $3.7 million in 1992. This represented a substantial portion of the increase in expense over the prior year. The increased provision primarily consisted of approximately $5.0 million relating to the bankruptcy of a multi-store customer in the Southeast and $3.1 million associated with the debt-workout acquisition of 23 Food Folks stores which was completed in January 1994 (see Note 13 of notes to consolidated financial statements). It is the Company's intention to operate these stores as part of its corporate retail operations. Selling, general and administrative expenses showed no change as a percent of revenues in 1992 compared to 1991. Cost containment measures have been successful in controlling costs, especially in the areas of health care and workers' compensation in each of the last two years compared to fiscal 1991. The Company continues to concentrate on cost controls as well as productivity gains in an effort to reduce operating expenses. Depreciation and amortization expense increased 7.7% and 3.5% for 1993 and 1992 compared to their respective prior years. These changes are consistent with increases in property, plant and equipment and intangible assets. Depreciation and amortization expense for 1993 also reflects the expense related to acquisitions which occurred at the end of 1992 as well as the mid-year 1993 acquisition of 16 retail stores. Interest expense in 1993 increased 8.8% over 1992 as a result of greater average short-term borrowings partially offset by more favorable borrowing rates. As a percentage of revenues, interest expense was .37%, .36% and .38% for 1993, 1992 and 1991, respectively. The increase in capital lease obligations also contributed to higher interest expense in fiscal 1993. Earnings before income taxes decreased $5.9 million, or 18.2%, from fiscal 1992. The decrease is attributed to higher bad debt expense at the wholesale level which was partially offset by the profit contribution of the recent acquisitions, especially our Baltimore-based military distribution operation. Retail operations in 1993, both corporate and independent, were hampered by more intense competitive pressures in certain regions. This is expected to continue in 1994 making expense control for our wholesale and retail segments imperative to increasing both profit and return on investment. The operating results of Nash DeCamp, the Company's produce marketing subsidiary, were excellent. Nash DeCamp enjoyed a record year of revenues and earnings as a result of improved prices for most commodities in contrast to the excessive supply of quality fruit and depressed markets which adversely affected 1992. The Company's effective tax rates are 40.5%, 38.4% and 38.1% for 1993, 1992 and 1991, respectively. The rate increase reflects the new federal tax legislation enacted in 1993 and higher state tax rates. The increase in 1992 over 1991 was due to a reduction in the federal targeted jobs credit and higher state tax rates. LIQUIDITY AND CAPITAL RESOURCES Historically, the Company has financed its capital needs through a combination of internal and external sources. These sources include retained earnings, short- term bank borrowings, various types of long-term debt, leasing and equity financing. As external financing is required in the future, the Company believes that its conservative debt structure and strong financial position will continue to support its ability to obtain the required funds. Cash provided from operations increased from $30.8 million in 1992 to $83.0 million in 1993. The main reason for this increase was that inventories in existing businesses decreased by $26.5 million in 1993 compared with an increase in inventories in 1992 of $22.2 million. This reduction in 1993 represents the results of sustained efforts to effectively manage inventories thereby freeing cash to fund other corporate needs. The Easter group of stores was acquired during 1993 for cash totaling $27.0 million. The acquisition included 16 stores located in Iowa, Illinois and Missouri. The ratio of current assets to current liabilities at the close of 1993, 1992 and 1991 was 1.37%, 1.45% and 1.55%, respectively. The decrease in current ratio and working capital is principally the result of utilizing short-term financing to fund acquisitions. The Company may consider alternate financing at a later date. The Company's short- term liquidity is, however, stronger than its current ratio would indicate because, as shown in the notes to the January 1, 1994 consolidated financial statements, the replacement value of inventories is $42.5 million more than the reported LIFO inventory values. Excluding acquisitions and capital leases, capital expenditures were $36.4 million in 1993, a decrease of $6.6 million from $43.0 million in 1992. Capital expenditures include improvements to distribution centers and existing retail stores and new store construction. Truck and trailer replacement continued in accordance with pre-established schedules to maintain an up-to-date delivery fleet. Capital expenditures for 1994 are estimated at $40.9 million, exclusive of acquisitions. Dividend payments in 1993 were $.72 per share, up from $.71 per share in 1992. These amounts represented 49% and 38% of net earnings in 1993 and 1992, respectively. On April 2, 1992, the Company sold notes receivable with an approximate principal balance of $22.8 million to an investor for cash. In addition, new loans to customers totaling $15.9 million were made during 1993 compared with $23.0 million in 1992. Long-term debt decreased from $92.1 million at the end of 1992 to $89.8 million at the end of 1993. The amount of long-term debt at the end of 1992 includes short-term debt of $25.0 million reclassified for financial statement presentation purposes to long-term debt based on commitments entered into and finalized subsequent to year end. Long- term debt and capitalized leases as a percentage of total capital decreased from 33.0% at the end of 1992 to 32.9% at the end of 1993. Return on average stockholders' equity was 8.1% in 1993, down from 10.8% in 1992. At year end, the Company had $115 million in informal committed and uncommitted short-term lines of credit with banks. Short-term bank borrowing arrangements have been sufficient to meet funding requirements. Short-term bank borrowings averaged $43.2 million during 1993 and were $38.3 million at year end. Borrowings ranged from a high of $77.5 million, before reclassification of $25.0 million to long- term as explained above, to a low of $18.0 million during the year. Interest on short-term borrowings were generally at negotiated rates. Lines of credit are renewable each year under terms to be negotiated. The Company believes that additional short-term credit would be available if needed. Stockholders' equity increased to $199.3 million at the end of 1993 from $191.2 million at the end of the previous year. This increase will provide an additional equity base for future growth. PRICE RANGE OF COMMON STOCK AND DIVIDENDS Nash Finch Company Common Stock is traded in the national over-the-counter market under the symbol NAFC. The following table sets forth, for each of the calendar periods indicated, the range of high and low closing sales prices for the Common Stock as reported by the NASDAQ National Market System, and the cash dividends paid per share of Common Stock. Prices do not include adjustments for retail mark-ups, mark-downs or commissions. At January 1, 1994 there were 2,074 stockholders of record. Dividends 1993 1992 Per Share ------------- ----------- ------------ High Low High Low 1993 1992 - -------------------------------------------------------------------------- First Quarter $23 1/4 18 1/4 19 1/2 17 1/4 .18 .17 Second Quarter 21 3/4 19 1/4 19 1/4 17 3/8 .18 .17 Third Quarter 22 1/2 19 3/8 19 3/4 17 1/4 .18 .18 Fourth Quarter 20 1/2 17 19 1/4 16 1/4 .18 .19 NASH FINCH COMPANY AND SUBSIDIARIES Quarterly Financial Information (Unaudited) A summary of quarterly financial information is presented. First Quarter Second Quarter Third Quarter Fourth Quarter 12 Weeks 12 Weeks 16 Weeks 12 Weeks 13 Weeks -------------------- ----------------- ------------------ --------------------- (In thousands, except per share amounts) 1993 1992 1993 1992 1993 1992 1993 1992 - ------------------------------------------------------------------------------------------------------------------------------------ Net sales and other income $ 601,066 531,883 631,266 567,871 856,551 784,421 634,652 631,263 Cost of sales 516,583 454,212 540,365 483,600 726,926 668,911 541,375 541,122 Earnings before income taxes 4,021 3,698 8,218 7,765 5,384 10,217 9,055 10,918 Income taxes 1,568 1,433 3,205 3,009 2,364 3,959 3,667 4,129 Net earnings 2,453 2,265 5,013 4,756 3,020 6,258 5,388 6,789 Percent to sales and revenues .41 .42 .79 .83 .36 .80 .84 1.08 Net earnings per share $ .23 .21 .46 .44 .27 .57 .50 .63 Average number of shares outstanding 10,872 10,871 10,872 10,872 10,872 10,872 10,872 10,872 [LOGO] NASH-FINCH COMPANY AND SUBSIDIARIES Consolidated Financial Statements January 1, 1994 and January 2, 1993 [LOGO] INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Nash Finch Company: We have audited the accompanying consolidated balance sheets of Nash Finch Company and subsidiaries as of January 1, 1994 and January 2, 1993 and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended January 1, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 misstatement. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nash Finch Company and subsidiaries at January 1, 1994 and January 2, 1993, and the results of their operations and their cash flows for each of the years in the three-year period ended January 1, 1994 in conformity with generally accepted accounting principles. As discussed in notes 1, 6 and 11 to the consolidated financial statements, the Company adopted the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 106, EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS, and Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES, in 1993. KPMG Peat Marwick March 1, 1994 NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Balance Sheets January 1, 1994 and January 2, 1993 (In thousands, except per share amounts) ASSETS 1993 1992 ------------------------------------------------------------------------------ Current assets: Cash on hand $ 890 789 Accounts and notes receivable, net 95,952 97,292 Inventories 186,637 205,024 Prepaid expenses 7,391 6,668 Deferred tax assets 4,055 397 ------- ------- Total current assets 294,925 310,170 Investments at net equity 7,137 6,108 Notes receivable, noncurrent 20,187 17,275 Property, plant and equipment: Land 26,652 24,417 Buildings and improvements 105,650 100,772 Furniture, fixtures, and equipment 209,172 199,420 Leasehold improvements 26,016 25,596 Construction in progress 5,914 5,654 Assets under capitalized leases 9,210 3,759 ------- ------- 382,614 359,618 Less accumulated depreciation and amortization (196,350) (184,340) ------- ------- Net property, plant and equipment 186,264 175,278 ------- ------- Intangible assets, net 9,512 2,854 Other assets 3,629 1,930 ------- ------- Total assets $ 521,654 513,615 ------- ------- ------- ------- See accompanying notes to consolidated financial statements. LIABILITIES AND STOCKHOLDERS' EQUITY 1993 1992 ------------------------------------------------------------------------------ Current liabilities: Outstanding checks, net of cash in banks $ 14,301 19,890 Short-term debt payable to banks 38,300 47,500 Current maturities of long-term debt and capitalized lease obligations 3,980 3,822 Accounts payable 119,970 113,732 Accrued expenses 27,032 21,647 Income taxes 4,315 7,100 Other current liabilities 7,123 -- ------- ------- Total current liabilities 215,021 213,691 Long-term debt 89,811 92,114 Capitalized lease obligations 8,076 2,031 Deferred compensation 9,065 9,638 Other 417 4,937 Stockholders' equity: Preferred stock - no par value, Authorized 500 shares; none issued -- -- Common stock of $1.66-2/3 par value. Authorized 25,000 shares; issued 11,224 shares 18,706 18,706 Additional paid-in capital 11,954 11,944 Retained earnings 171,670 163,624 ------- ------- 202,330 194,274 Less cost of 351 shares and 352 shares of common stock in treasury, respectively (3,066) (3,070) ------- ------- Total stockholders' equity 199,264 191,204 Commitments (Notes 5, 8 and 9) -- -- ------- ------- Total liabilities and stockholders' equity $ 521,654 513,615 ------- ------- ------- ------- NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Statements of Earnings Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991 1993 1992 1991 (In thousands, except per share amounts) (52 weeks) (53 weeks) (52 weeks) - ------------------------------------------------------------------------------- Income: Net sales $ 2,679,410 2,474,013 2,307,410 Other revenues 44,125 41,425 35,868 --------- --------- --------- Total revenues 2,723,535 2,515,438 2,343,278 Cost and expenses: Cost of sales 2,325,249 2,147,845 1,997,462 Selling, general and administrative, and other operating expenses 332,349 298,663 279,933 Depreciation and amortization 29,145 27,038 26,124 Interest expense 10,114 9,294 8,966 --------- --------- --------- Total costs and expenses 2,696,857 2,482,840 2,312,485 Earnings before income taxes 26,678 32,598 30,793 Income taxes 10,804 12,530 11,738 --------- --------- --------- Net earnings $ 15,874 20,068 19,055 --------- --------- --------- --------- --------- --------- Weighted average number of common shares outstanding 10,872 10,872 10,871 --------- --------- --------- --------- --------- --------- Earnings per share $ 1.46 1.85 1.75 --------- --------- --------- --------- --------- --------- See accompanying notes to consolidated financial statements. NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991 (In thousands, except per share amounts) Common Stock Additional Treasury Stock Total --------------------- paid-in Retained -------------------- stockholder' Shares Amount capital earnings Shares Amount equity - --------------------------------------------------------------------------------------------------------------------------------- Balance at December 29, 1990 11,224 $ 18,706 11,929 139,829 (354) $ (3,076) 167,388 Net earnings -- -- -- 19,055 -- -- 19,055 Dividend declared of $.70 per share -- -- -- (7,610) -- -- (7,610) Treasury stock issued upon exercise of options and other insignificant items -- -- 9 -- 1 4 13 ------ ------ ------ ------- ----- ------- ------- Balance at December 28, 1991 11,224 18,706 11,938 151,274 (353) (3,072) 178,846 Net earnings -- -- -- 20,068 -- -- 20,068 Dividend declared of $.71 per share -- -- -- (7,718) -- -- (7,718) Treasury stock issued upon exercise of options and other insignificant items -- -- 6 -- 1 2 8 ------ ------ ------ ------- ----- ------- ------- Balance at January 2, 1993 11,224 18,706 11,944 163,624 (352) (3,070) 191,204 Net earnings -- -- -- 15,874 15,874 Dividend declared of $.72 per share -- -- -- (7,828) -- -- (7,828) Treasury stock issued upon exercise of options and other insignificant items -- -- 10 -- 1 4 14 ------ ------ ------ ------- ----- ------- ------- Balance at January 1, 1994 11,224 $ 18,706 11,954 171,670 (351) $ (3,066) 199,264 ------ ------ ------ ------- ----- ------- ------- ------ ------ ------ ------- ----- ------- ------- See accompanying notes to consolidated financial statements. NASH FINCH COMPANY AND SUBSIDIARIES Consolidated Statements of Cash Flows Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991 1993 1992 1991 (In thousands) (52 weeks) (53 weeks) (52 weeks) --------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net earnings $ 15,874 20,068 19,055 Adjustments to reconcile net earnings to net cash provided by operating activites: Depreciation and amortization 29,145 27,038 26,124 Provision for bad debts 10,146 3,668 1,430 Recovery from losses on closed lease locations (499) (847) (1,012) Deferred income taxes (4,395) (2,835) (411) Deferred compensation (573) 129 17 Earnings of equity investments (1,534) (965) (618) Other 65 137 (2) Changes in current assets and liabilities: Accounts and notes receivable (161) (5,676) (11,476) Inventories 26,464 (22,242) 5,752 Prepaid expenses (411) (1,474) 409 Accounts payable 6,238 6,755 27 Accrued expenses 5,385 2,631 (2,698) Income taxes (2,785) 4,429 (890) -------- -------- -------- Net cash provided by operating activities $ 82,959 30,816 35,707 -------- -------- -------- Cash flows from investing activities: Dividends received 506 435 510 Disposals of property, plant and equipment 13,435 8,091 4,244 Additions to property, plant and equipment excluding capital leases (36,382) (42,991) (36,836) Businesses acquired (27,087) (40,041) -- Investment in an unconsolidated company -- (3,000) -- Loans to customers (15,942) (22,977) (10,264) Payments from customers on loans 8,286 7,500 7,287 Loans sold including current portion -- 22,847 -- Other (261) (37) 65 -------- -------- -------- Net cash used for investing activities $ (57,445) (70,173) (34,994) -------- -------- -------- Cash flows from financing activities: Dividends paid (7,828) (7,718) (7,610) Proceeds (payments) of short-term debt (9,200) 39,900 (4,300) Proceeds from long-term debt -- 25,000 15,000 Payments of long-term debt (2,352) (15,895) (7,528) Payments of capitalized lease obligations (458) (174) (352) Other 14 8 13 -------- -------- -------- Net cash (used for) provided by financing activities (19,824) 41,121 (4,777) -------- -------- -------- Net increase (decrease) in cash $ 5,690 1,764 (4,064) -------- -------- -------- -------- -------- -------- See accompanying notes to consolidated financial statements. NASH FINCH COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) ACCOUNTING POLICIES Fiscal Year The Company's fiscal year ends on the Saturday nearest to December 31. Fiscal year 1993 was a 52-week year; 1992 was a 53-week year while 1991 was 52 weeks. Principles of Consolidation The accompanying financial statements include the accounts of Nash Finch Company (the Company), its majority-owned subsidiaries and Nash Finch Company's share of net earnings or losses of 50%-owned companies. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements. Certain reclassifications were made to prior year amounts to conform with the fiscal 1993 presentation. Cash and Cash Equivalents In the accompanying financial statements, freely transferable cash in banks has been netted for presentation purposes against checks outstanding that have been drawn on other bank accounts. For purposes of the statements of cash flows, cash and cash equivalents include cash on hand, short-term investments with original maturities of three months or less, and outstanding checks, net of cash in banks. Inventories Inventories are stated at the lower of cost or market. At January 1, 1994 and January 2, 1993, approximately 91% of the Company's inventories are valued on the last-in, first-out (LIFO) method. During fiscal 1993 the Company recorded a LIFO credit of $2.0 million primarily due to an overall reduction in certain product costs during the year. The remaining inventories are valued on the first-in, first-out (FIFO) method. If the FIFO method of accounting for inventories had been used, inventories would have been $42.5 million and $44.5 million higher at January 1, 1994 and January 2, 1993, respectively. Property, Plant and Equipment Property, plant and equipment are stated at cost. Assets under capitalized leases are recorded at the present value of future lease payments or fair market value, whichever is lower. Expenditures which improve or extend the life of the respective assets are capitalized while maintenance and repairs are expensed as incurred. (1) ACCOUNTING POLICIES (CONTINUED) Intangible Assets Intangible assets consist primarily of covenants not to compete and goodwill, and are carried at cost less accumulated amortization. Costs are amortized over the estimated useful lives of the related assets ranging from 2- 20 years. Amortization expense charged to operations for fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991 was $1.3 million, $.2 million and $.3 million, respectively. The accumulated amortization of intangible assets was $2.8 million and $1.4 million at January 1, 1994 and January 2, 1993, respectively. Depreciation and Amortization Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements and capitalized leases are amortized to expense on a straight-line basis over the term of the lease. Income Taxes In February 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES. Statement 109 requires a change from the deferred method of accounting for income taxes of APB Opinion 11 to the asset and liability method. Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company adopted Statement 109 in 1993 and determined that the cumulative effect on prior years earnings was not material. Earnings per Share Earnings per share are computed by dividing net earnings by the weighted average number of common shares outstanding during each year. Options granted under the Company's stock option plans are considered common stock equivalents but have been excluded from the computation since the effect is not material. (2) ACQUISITIONS On June 21, 1993, the Company acquired sixteen supermarket stores (the Easter Stores) from Easter Enterprises, Inc. for approximately $27.0 million. The acquisition has been accounted for by the purchase method and, accordingly, the results of operations of the Easter Stores are included in the accompanying consolidated financial statements from the date of the acquisition. Included in the purchase price is a covenent not to compete valued at $3.0 million. The purchase price resulted in an excess of acquisition costs over net assets acquired of approximately $3.6 million. The noncompete convenant and goodwill are being amortized on a straight-line basis over a period of five years and fifteen years, respectively. On January 26, 1992, the Company acquired Tidewater Wholesale Grocery located in Chesapeake, Virginia, from Provigo Corp., a wholly-owned subsidiary of Provigo, Inc., for approximately $14.3 million. The results of Tidewater's operations are included in the accompanying consolidated financial statements from the date of acquisition. On December 31, 1992 the Company completed two acquisitions. It purchased the assets of a military wholesale distribution business from B. Green & Company, Inc. in Baltimore, Maryland for approximately $20 million. In addition, it acquired the operating assets of five supermarkets in Central Wisconsin from a former customer for approximately $5.7 million. The following unaudited pro forma summary for fiscal years 1993 and 1992 combines the consolidated results of the Company, the Easter Stores and the military distribution business as if the acquisitions had occurred at the beginning of the 1993 and 1992 fiscal years. The unaudited pro forma summary is not necessarily indicative either of results of operations that would have occurred had the purchase been made during the periods presented, or of future results of operations of the combined companies (in thousands, except per share amounts). 1993 1992 ---------- ---------- Net sales $2,781,987 2,775,603 Net earnings 16,605 21,985 Earnings per share 1.53 2.02 (3) ACCOUNTS AND NOTES RECEIVABLE Accounts and notes receivable at the end of fiscal years 1993 and 1992 are comprised of the following components (in thousands): 1993 1992 --------- --------- Customer notes receivable $ 4,301 3,040 Customer accounts receivable 80,370 81,622 Other receivables 12,983 13,340 Allowance for doubtful accounts (1,702) (710) --------- --------- Net current accounts and notes receivable $ 95,952 97,292 --------- --------- --------- --------- 1993 1992 --------- --------- Noncurrent notes receivable $ 27,007 20,119 Allowance for doubtful accounts (6,820) (2,844) --------- --------- Net non-current notes receivable $ 20,187 17,275 --------- --------- --------- --------- Operating results include bad debt expense totaling $10.1 million, $3.7 million, and $1.4 million during fiscal years 1993, 1992 and 1991, respectively. On April 2, 1992, the Company sold customer notes totaling $22.8 million. The notes, which have maturities through the year 2000, were sold at face value with limited recourse as to certain notes. The Company is responsible for collection of the notes and remits the principal plus a floating rate of interest to the purchaser on a monthly basis. Proceeds from the sale of the notes receivable were used to pay off short-term bank debt. The remaining balances of such sold notes receivable totaled $11.8 million and $17.9 million at January 1, 1994 and January 2, 1993, respectively. The Company is contingently liable should these notes become uncollectible. The reserve for contingent losses on sold notes is $7.1 million at January 1, 1994 and $4.0 million at January 2, 1993, respectively. At January 1, 1994 this reserve is classified as an other current liability since it relates entirely to the transaction described in Note 13. Substantially all notes receivable are based on floating interest rates which adjust to changes in market rates. As a result, the carrying value of notes receivable approximates market value. (4) LINES OF CREDIT AND OUTSTANDING CHECKS Formal and informal lines of credit are maintained at various banks. Generally, banks are compensated through fees on used and unused lines of credit. At January 1, 1994 unused lines of credit amount to $26.7 million. (5) LONG-TERM DEBT Long-term debt at the end of the fiscal years 1993 and 1992 is summarized as follows (in thousands): 1993 1992 ------ ------- Industrial development bonds, 3.8% to 11% due in annual installments through 2006 $ 7,175 7,370 Term loans, 7.5% to 9.9% due in semi-annual installments through 2006 76,000 77,000 Notes payable and mortgage notes, 8% to 13.5% due in various installments through 2006 10,154 11,224 ------ ------- 93,329 95,594 Less current maturities 3,518 3,480 ------ ------- $ 89,811 92,114 ------ ------- ------ ------- During the first quarter of fiscal 1993, the Company finalized a $25 million long-term credit facility with two insurance companies. The proceeds of this long-term loan were used to replace $25 million outstanding on the short- term lines of credit with banks. Accordingly, this amount was classified as long-term debt at January 2, 1993. Under the new loan, interest is fixed at 7.5%. At January 1, 1994, land, buildings, and other assets pledged to secure outstanding mortgage notes and obligations under issues of industrial development bonds have a depreciated cost of approximately $8.3 million and $6.7 million, respectively. Aggregate annual maturities of long-term debt for the five fiscal years after January 1, 1994 are as follows (in thousands): 1994 $ 3,518 1995 5,369 1996 14,353 1997 6,415 1998 and thereafter 63,674 Interest paid was $10.1 million, $9.3 million, and $9.0 million, for the fiscal years 1993, 1992 and 1991, respectively. Based on borrowing rates currently available to the Company for long-term financing with similar terms and average maturities, the fair value of long-term debt utilizing discounted cash flows is $ 98.5 million. (6) INCOME TAXES As discussed in Note 1, the Company adopted Statement 109 as of January 3, 1993. The effect of this change in accounting for income taxes was not material. Prior years' financial statements have not been restated to apply the provisions of Statement 109. Income tax expense for fiscal years 1993, 1992 and 1991 is made up of the following components (in thousands): 1993 1992 1991 ------- ------ ----- Current: U.S. Federal $12,334 12,500 9,163 State and local 2,865 2,796 1,912 Deferred: U.S. Federal (3,558) (2,324) 522 State and local (837) (442) 141 ------- ------ ----- Total $10,804 12,530 11,738 ------- ------ ----- ------- ------ ----- Deferred income tax expense (benefit) results from timing differences in the recognition of revenue and expense for tax and financial statement purposes. The source of these differences and the tax effect of each for fiscal years 1992 and 1991 are as follows (in thousands): 1992 1991 ------ ----- Excess of tax over financial statement depreciation $ (795) (768) Provision for deferred compensation (50) (7) Provision for losses at closed locations 398 524 Provision for bad debts (1,122) (237) Provision for health care claims (582) 1,151 Inventory capitalization (348) 9 Other, net (267) (9) ------ ----- $(2,766) 663 ------ ----- ------ ----- Total income tax expense represents effective tax rates of 40.5%, 38.4% and 38.1%, for the fiscal years 1993, 1992 and 1991, respectively. The reasons for differences compared with the U.S. federal statutory tax rate (expressed as a percentage of pretax income) are as follows: (6) INCOME TAXES (CONTINUED) 1993 1992 1991 ----- ----- ----- U.S. federal statutory tax rate 35.0% 34.0% 34.0% Items affecting federal income tax rate: State and local taxes, net of federal income tax benefit 4.9 4.8 4.4 Other, net .6 (.4) (.3) ----- ----- ----- Effective tax rate 40.5% 38.4% 38.1% ----- ----- ----- ----- ----- ----- Income taxes paid were $18.0 million, $11.1 million and $13.1 million during fiscal years 1993, 1992 and 1991, respectively. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at January 1, 1994 are presented as follows (in thousands): Deferred tax assets: Accounts and notes receivable, principally due to allowance for doubtful accounts $ 6,235 Inventories, principally due to additional costs inventoried for tax purposes pursuant to the Tax Reform Act of 1986 1,653 Health care claims, principally due to accrual for financial reporting purposes 345 Deferred compensation, principally due to accrual for financial reporting purposes 3,608 Compensated absences, principally due to accrual for financial reporting purposes 1,124 Compensation and casualty loss, principally due to accrual for financial reporting purposes 1,407 Other 1,372 ------ Total gross deferred tax assets 15,744 Less valuation allowance -- ------ Net deferred tax assets 15,744 ------ (6) INCOME TAXES (CONTINUED) Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation 7,255 Inventories, principally due to differences in LIFO basis 2,724 Other 569 ----- Total gross deferred tax liabilities 10,548 ----- Net deferred tax asset $ 5,196 ----- ----- Since it is more likely than not that the deferred tax asset of $15,744 will be principally realized through carry back to taxable income in prior years, in future reversals of existing taxable temporary differences, and, to a lesser extent, future taxable income and tax planning strategies, the Company has determined that it is not required to establish a valuation allowance for the deferred tax asset as required by Statement 109. (7) STOCK RIGHTS AND OPTIONS Under the Company's 1986 Stockholder Rights Plan, as amended January 18, 1990, one right is attached to each outstanding share of common stock. Each right entitles the holder to purchase, under certain conditions, one-half share of common stock at a price of $28.75 ($57.50 per full share). The rights are not yet exercisable and no separate rights certificates have been distributed. All rights expire on March 31, 1996. The rights become exercisable 20 days after a "flip-in event" has occurred or 10 business days (subject to extension) after a person or group makes a tender offer for 15% or more of the Company's outstanding common stock. A flip-in event would occur if a person or group acquires (1) 15% of the Company's outstanding common stock, or (2) an ownership level set by the Board of Directors at less than 15% if the person or group is deemed by the Board of Directors to have interests adverse to those of the Company and its stockholders. The rights may be redeemed by the Company at any time prior to the occurrence of a flip-in event at $.01 per right. The power to redeem may be reinstated within 20 days after a flip-in event occurs if the cause of the occurrence is removed. Upon the rights becoming exercisable, subject to certain adjustments or alternatives, each right would entitle the holder (other than the acquiring person or group, whose rights become void) to purchase a number of shares of the Company's common stock having a market value of twice the exercise price of the right. If the Company is involved in a merger or other business combination, or certain other events occur, each right would entitle the holder to purchase common shares of the acquiring company having a market value of twice the exercise price of the right. Within 30 days after the rights become exercisable following a flip-in event, the Board of Directors may exchange shares of Company common stock or cash or other property for exercisable rights. The Company provides a stock incentive plan for officers and key employees which provides for the granting of stock options and restricted stock awards. Under the terms of the plan, stock options are granted at 100% of fair market value at dates of grant and are exercisable over a maximum of five years. Restricted stock awards are subject to certain restrictions on transferability that lapse after specified employment periods. At January 1, 1994, options to purchase 1,500 shares of common stock of the Company, at an average price of $23.00 per share, have been granted and are outstanding. No restricted stock awards have been granted. An additional 243,796 shares are reserved for the granting of future stock options and restricted stock awards. (7) STOCK RIGHTS AND OPTIONS (CONTINUED) Changes in outstanding options during the three fiscal years ended January 1, 1994 are summarized as follows (in thousands): Options Options currently outstanding exercisable ----------------- ------------------ Option Option Shares price Shares price - ---------------------------------------------------------------- Balance at December 29, 1990 166 $ 4,213 41 $ 1,032 Options granted or becoming exercisable: 1991 -- -- 42 1,076 1992 -- -- 42 1,057 1993 -- -- 37 930 Options exercised: 1991 -- -- -- -- 1992 -- -- -- -- 1993 -- -- -- -- Options lapsed: 1991 (20) (507) (20) (507) 1992 (19) (477) (19) (477) 1993 (106) (2,678) (106) (2,678) Options canceled: 1991 (7) (188) (4) (106) 1992 (10) (258) (9) (233) 1993 (3) (70) (3) (70) Balance at January 1, --- ---- --- ----- 1994 1 $ 35 1 $ 24 --- ---- --- ----- --- ---- --- ----- (8) LEASE AND OTHER COMMITMENTS A substantial portion of the store and warehouse properties of the Company are leased. The following table summarizes assets under capitalized leases (in thousands): 1993 1992 ------ ------ Buildings and improvements $9,210 3,759 Less accumulated amortization (3,537) (3,228) ------ ------ Net assets under capitalized leases $5,673 531 ------ ------ ------ ------ At January 1, 1994, future minimum rental payments under noncancelable leases and subleases are as follows (in thousands): Operating Capital leases leases --------- ------- 1994 $ 16,307 1,314 1995 13,848 1,280 1996 12,934 1,188 1997 11,115 1,148 1998- later years 71,208 12,751 --------- ------- Total minimum lease payments (a) $125,412 17,681 --------- --------- Less imputed interest (rates ranging from 7.9% to 11.5%) (9,143) ------- Present value of net minimum lease payments 8,538 Less current maturities (462) ------- Capitalized lease obligations $ 8,076 ------- ------- <FN> (a) Future minimum payments for operating and capital leases have not been reduced by minimum sublease rentals receivable under noncancelable subleases. Total future minimum sublease rentals related to operating and capital lease obligations as of January 1, 1994 are $53 million and $5 million, respectively. (8) LEASE AND OTHER COMMITMENTS (CONTINUED) Total rental expense under operating leases for fiscal years 1993, 1992 and 1991 is as follows (in thousands): 1993 1992 1991 ------ ------ ------ Total rentals $27,706 25,384 24,323 Less real estate taxes, insurance and other occupancy costs (2,312) (2,236) (2,299) ------ ------ ------ Minimum rentals 25,394 23,148 22,024 Contingent rentals 248 394 414 Sublease rentals (7,060) (7,107) (7,264) ------ ------ ------ $18,582 16,435 15,174 ------ ------ ------ ------ ------ ------ Most of the Company's leases provide that the Company pay real estate taxes, insurance and other occupancy costs applicable to the leased premises. Contingent rentals are determined on the basis of a percentage of sales in excess of stipulated minimums for certain store facilities. Operating leases often contain renewal options. Management expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases. The Company has guaranteed certain lease and promissory note obligations of customers aggregating approximately $19 million. (9) CONCENTRATION OF CREDIT RISK The Company provides financial assistance in the form of secured loans to some of its affiliated independent retailers for inventories, store fixtures and equipment, working capital and store improvements. Loans are secured by liens on inventory or equipment or both, by personal guarantees and by other types of collateral. In addition, the Company guarantees lease and promissory note obligations of customers. As of January 1, 1994, the Company has retained the credit risk associated with outstanding secured loans with a customer which were sold in April 1992. These loans and the Company's guarantee of the customer's bank debt total $11.4 million at January 1, 1994 (See Note 13). As of January 1, 1994, the Company has guaranteed outstanding promissory note obligations of one customer in the amount of $7.6 million and of another customer in the amount of $4.0 million. (9) CONCENTRATION OF CREDIT RISK (CONTINUED) In the normal course of business, the Company's produce marketing operation in California makes cash advances to produce growers during various product growing seasons, to fund production costs. Such advances are repayable at the end of the respective growing seasons. Unpaid advances are generally secured by liens on real estate. At January 1, 1994, $ 7.2 million in advances are outstanding. The Company establishes allowances for doubtful accounts based upon the credit risk of specific customers, historical trends and other information. Management believes that adequate provisions have been made for any doubtful accounts. (10) EMPLOYEE BENEFIT PLANS The Company has a profit sharing plan covering substantially all employees meeting specified requirements. Contributions, determined by the Board of Directors, are made to a noncontributory profit sharing trust based on profit performances. Profit sharing expense for 1993, 1992 and 1991 was $3.6 million, $4.0 million and $3.8 million, respectively. Certain officers and key employees are participants in a deferred compensation plan providing fixed benefits payable in equal monthly installments upon retirement. Annual increments to the deferred compensation plan are charged to earnings. (11) POSTRETIREMENT HEALTH CARE BENEFITS The Company provides certain health care benefits for retired employees. Substantially all of the Company's employees become eligible for those benefits when they reach normal retirement age and have a minimum of 15 years of service with the Company. Prior to 1993, the cost of retiree health care benefits was recognized as expense as claims were paid. Claims paid were $68,000 and $123,000, in fiscal 1992 and 1991, respectively. During the fourth quarter of 1993, the Company adopted Statement of Financial Accounting Standards No. 106, EMPLOYER'S ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS. SFAS 106 requires that costs of providing postretirement benefits be expensed over an employee's service term and not on a pay-as-you-go basis. The Company has adopted SFAS 106 on a prospective basis, electing to amortize the liability of $4.9 million over the next twenty years. The periodic postretirement benefit cost for 1993 under Statement 106 was as follows (in thousands): 1993 ----- Service costs $250 Interest costs 381 Amortization of unrecognized transition obligation 248 ----- Net postretirement costs $879 ----- ----- The actuarial present value of benefit obligations at January 1, 1994 is as follows (in thousands): Retirees eligible for benefits $1,743 Active employees fully eligible 470 Active employees not fully eligible 2,491 ------ $4,704 ------ ------ The assumed annual rate of future increases in per capita cost of health care benefits was 15.0% in 1993, declining 1% per year to 9.0% in 1999 and .5% per year to 6.5% in 2004 and thereafter. Increasing the health care cost trend by 1% in each year would increase the accumulated benefit obligation by $227,646 at January 1, 1994 and the service and interest costs by $39,334 for 1993. The discount rate used in determining the accumulated benefit obligation was 7.5%. (12) SEGMENT INFORMATION The Company and its subsidiaries sell and distribute food and nonfood products that are typically found in supermarkets. The Company's wholesale distribution segment sells to independently owned retail food stores and institutional customers while the retail distribution segment sells directly to the consumer. Produce marketing includes farming, packing and marketing operations. Operating profit is net sales and revenues, less operating expenses. In computing operating profit, none of the following items have been added or deducted: general corporate expenses, interest expense, interest income, income taxes and equity in income from equity-owned companies. Wholesale distribution operating profits on sales through company- owned stores have been allocated to the retail segment. Identifiable assets are those used exclusively by that industry segment or an allocated portion of assets used jointly by two industry segments. Corporate assets are principally cash and cash equivalents, notes receivable, corporate office facilities and equipment. (12) SEGMENT INFORMATION (CONTINUED) Major segments of business (in thousands) 1993 1992 1991 - --------------------------------------------------------------- Net sales and other operating revenues: Wholesale distribution $1,836,405 1,673,955 1,517,039 Retail distribution 841,664 801,101 785,073 Produce marketing and other 37,718 34,408 35,448 --------- --------- --------- Total net sales and other operating revenues $2,715,787 2,509,464 2,337,560 --------- --------- --------- --------- --------- --------- Operating profit: Wholesale distribution $ 23,697 28,730 28,975 Retail distribution 7,704 9,302 5,067 Produce marketing and other 2,786 1,386 2,211 --------- --------- --------- Total operating profit 34,187 39,418 36,253 --------- --------- --------- Interest income 2,604 2,474 3,506 Interest expense (10,113) (9,294) (8,966) --------- --------- --------- Earnings before income taxes $ 26,678 32,598 30,793 --------- --------- --------- --------- --------- --------- Identifiable assets: Wholesale distribution $ 237,554 245,520 197,011 Retail distribution 195,454 177,764 163,302 Produce marketing and other 37,394 36,475 32,751 Corporate 51,252 53,856 36,584 --------- --------- --------- $ 521,654 513,615 429,648 --------- --------- --------- --------- --------- --------- Capital Expenditures: Wholesale distribution $ 9,199 10,585 9,051 Retail distribution 18,947 22,224 22,991 Produce marketing and other 5,564 2,101 1,957 Corporate 2,672 8,081 2,837 --------- --------- --------- $ 36,382 42,991 36,836 --------- --------- --------- --------- --------- --------- Depreciation and amortization: Wholesale distribution $ 11,641 11,281 11,056 Retail distribution 14,093 12,675 12,616 Produce marketing and other 1,396 1,230 1,137 Corporate 2,015 1,852 1,315 --------- --------- --------- $ 29,145 27,038 26,124 --------- --------- --------- --------- --------- --------- (13) SUBSEQUENT EVENT Effective January 31, 1994, the Company acquired the assets of Food Folks, Inc., a former customer with twenty- three stores located in the Carolina's. Under the terms of the agreement, assets with a fair market value of approximately $12.4 million will be transferred to the Company in exchange for $1.8 million in cash, the assumption of liabilities of $3.2 million and the forgiveness of $7.4 million in debt, sold with limited recourse (see Note 3) net of a bad debt reserve established by the Company. This transaction will be accounted for as a troubled debt restructuring in fiscal 1994. NASH FINCH COMPANY Consolidated Summary of Operations Eleven years ended January 1, 1994 (not covered by Independent Auditors' Report) (Dollar amounts in thousands except per share amounts) 1993 1992 1991 1990 1989 1988 (52 weeks) (53 weeks) (52 weeks) (52 weeks) (52 weeks) (52 weeks) - ------------------------------------------------------------------------------------------------------------------------- Sales and revenues $ 2,715,787 2,509,464 2,337,560 2,369,054 2,219,451 2,091,822 Other income 7,748 5,974 5,718 5,799 4,312 6,012 ---------- --------- --------- --------- --------- --------- Total sales, revenues and other income 2,723,535 2,515,438 2,343,278 2,374,853 2,223,763 2,097,834 Cost of sales 2,325,249 2,147,845 1,997,462 2,036,335 1,904,041 1,807,448 Selling, general, administrative, and other operating expenses, including warehousing and transportation expenses 328,703 294,700 276,144 271,735 264,024 230,221 Interest expense 10,114 9,294 8,966 8,670 8,277 8,106 Depreciation and amortization 29,145 27,038 26,124 25,551 23,170 20,193 Profit sharing contribution 3,646 3,963 3,789 3,603 3,089 2,832 Provision for income taxes 10,804 12,530 11,738 11,129 8,010 10,859 ---------- --------- --------- --------- --------- --------- Net earnings $ 15,874 20,068 19,055 17,830 13,152 18,175 ---------- --------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- --------- Earnings per share: $ 1.46 1.85 1.75 1.64 1.21 1.67 ---------- --------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- --------- Cash dividends declared per common share (2) $ .72 .71 .70 .69 .67 .65 ---------- --------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- --------- Average number of common shares outstanding during period (in thousands) (2) 10,872 10,872 10,871 10,870 10,868 10,881 ---------- --------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- --------- Pre-tax earnings as a percent of sales and revenues .98 1.30 1.31 1.22 .95 1.38 Net earnings as a percent of sales and revenues .58 .80 .81 .75 .59 .87 Effective income tax rate 40.5 38.4 38.1 38.4 37.9 37.4 Current assets $ 294,925 310,170 239,850 234,121 212,264 219,956 Current liabilities $ 215,021 213,691 154,993 159,439 128,159 153,068 Net working capital $ 79,904 96,479 84,857 74,682 84,105 66,888 Ratio of current assets to current liabilities 1.37 1.45 1.55 1.47 1.66 1.44 Total assets $ 521,654 513,615 429,648 416,233 380,771 388,269 Capital expenditures $ 36,382 42,991 36,836 36,129 34,635 52,019 Long-term obligations (long-term debt and capitalized lease obligations) $ 97,887 94,145 82,532 74,333 77,950 66,216 1987 1986 1985 1984 1983 (52 weeks) (53 weeks) (52 weeks) (52 weeks) (52 weeks) ---------- --------- --------- --------- --------- Sales and revenues $ 1,938,758 1,573,717 1,323,294 1,235,327 1,140,599 Other income 4,590 3,640 4,106 2,992 2,389 ---------- --------- --------- --------- --------- Total sales, revenues and other income 1,943,348 1,577,357 1,327,400 1,238,319 1,142,988 Cost of sales 1,682,667 1,360,537 1,142,464 1,070,226 986,402 Selling, general, administrative, and other operating expenses, including warehousing and transportation expenses 198,553 165,713 140,798 128,653 120,586 Interest expense 8,087 6,497 5,732 4,199 3,428 Depreciation and amortization 18,389 16,249 14,279 12,034 10,933 Profit sharing contribution 2,734 2,349 2,101 2,038 1,934 Provision for income taxes 14,416 12,178 10,020 9,483 8,638 ---------- --------- --------- --------- --------- Net earnings $ 18,502 13,834 12,006 11,686 11,067 ---------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- Earnings per share: $ 1.75 1.35 1.18 1.15 1.09 ---------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- Cash dividends declared per common share (2) $ .57 .52 .50 .49 .47 ---------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- Average number of common shares outstanding during period (in thousands) (2) 10,576 10,244 10,196 10,179 10,155 ---------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- Pre-tax earnings as a percent of sales and revenues 1.69 1.65 1.66 1.71 1.72 Net earnings as a percent of sales and revenues .95 .88 .90 .94 .97 Effective income tax rate 43.8 46.8 45.5 44.8 43.8 Current assets $ 209,305 182,676 125,051 117,772 105,481 Current liabilities $ 127,608 120,687 77,867 71,465 61,091 Net working capital $ 81,697 61,989 47,183 46,306 44,390 Ratio of current assets to current liabilities 1.64 1.51 1.61 1.65 1.73 Total assets $ 352,187 313,908 239,767 223,024 195,070 Capital expenditures $ 29,680 26,969 25,438 26,954 18,055 Long-term obilgations (long-term debt and capitalized lease obligations) 66,988 61,588 42,250 42,639 34,214 Stockholders' equity $ 199,264 191,204 178,846 167,388 157,024 151,043 Stockholders' equity per share, (1), (2) $ 18.33 17.59 16.45 15.40 14.45 13.90 Return on average stockholders' equity $ 8.13 10.85 11.01 10.99 8.54 12.45 Number of common stockholders of record at year-end 2,074 2,087 2,122 2,138 2,146 2,227 Common stock high price, (2), (3) 23 1/4 19 3/4 20 1/4 25 1/4 25 3/4 27 1/2 Common stock low price, (2), (3) 17 16 1/4 16 1/2 16 1/4 21 1/4 18 Stockholders' equity $ 140,850 116,416 107,384 100,094 93,405 Stockholders' equity per share, (1), (2) $ 12.97 11.34 10.51 9.84 9.17 Return on average stockholders' equity $ 14.38 12.36 11.57 12.08 12.29 Number of common stockholders of record at year-end 2,234 1,829 1,868 1,881 1,807 Common stock high price, (2), (3) 26 1/2 19 1/8 15 5/8 9 1/4 11 Common stock low price, (2), (3) 14 3/4 14 3/4 9 1/4 6 3/4 4 1/2 <FN> (1) Based on outstanding shares at year-end. (2) Adjusted to reflect 3-for-2 stock split 1983 and 2-for-1 stock split 1987. (3) High and low closing sale price. Prior to February 1985 high and low bid quotation.