SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): November 7, 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 (IRS 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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Item 7. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The audited consolidated balance sheets of Super Food Services, Inc. and
subsidiaries as of August 26, 1995 and August 27, 1994 and the related
audited consolidated statements of income and cash flows for each of the
three fiscal years in the period ended August 26, 1995, including the
independent public accountant's report thereon, dated October 19, 1995, as
contained in Super Food Services, Inc.'s Form 10-K Annual Report for the
fiscal year ended August 26, 1995, are incorporated by reference herein.
The unaudited consolidated balance sheets of Super Food Services, Inc. and
subsidiaries as of May 4, 1996 and the related unaudited consolidated
statements of income and cash flows for the period ending May 4, 1996, as
contained in Super Food Services, Inc.'s Form 10-Q Quarterly Report for the
quarterly period ended May 4, 1996, are incorporated by reference herein.
(b) PRO FORMA FINANCIAL INFORMATION
In November 1996, Nash Finch Company (the "Company") acquired substantially all
of the outstanding common stock, at $15.50 per share, of Super Food Services,
Inc. ("SFS"). The aggregate cash purchase price paid by the Company was $171
million. The acquisition will be accounted for as a purchase.
In January 1996, 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 was 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, MDV and SFS, and should be read in conjunction
with those historical financial statements as they appear elsewhere in this
filing or previous filings with the SEC, as applicable. The historical
financial information for Nash Finch at December 31, 1995, is derived from
audited financial statements. All other historical financial information
presented in these pro forma financial statements is derived from unaudited
historical financial statements.
The pro forma adjustments are based upon preliminary estimates, available
information and certain assumptions that management deemed appropriate. Final
purchase accounting adjustments will be made on the basis of appraisals and
evaluations and, therefore, may differ from the pro forma adjustments presented
herein. However, management does not expect that the final allocation of the
purchase price will materially differ from the amounts presented herein.
The unaudited pro forma combined balance sheet was prepared as if the
transactions were consummated as of October 5, 1996. The unaudited pro forma
combined statements of income for the year ended December 30, 1995 and for the
nine months ended October 5, 1996 assume the acquisitions had been consummated
as of January 1, 1995, 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 acquisitions been effected on the dates indicated.
The pro forma combination of the Company and MDV, and the Company (including
MDV) and SFS has been prepared under the purchase method of accounting.
Therefore, the purchase price for both acquisitions has been allocated based on
the estimated fair values of the identified assets acquired and liabilities
assumed. 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 periods of 15 years and 25 years for MDV and SFS,
respectively.
UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET
For Nash Finch Company as of October 5, 1996 and
Super Food Services, Inc. as of August 31, 1996
(In thousands)
Historical
---------------------------------------------
Nash Finch Super Food Pro Forma
Company Services, Inc. Combined Adjustments Pro Forma
------------ --------------- ---------- ------------ ----------
ASSETS
Cash and cash equivalents $ 1,005 12,773 13,778 - 13,778
Accounts and notes receivable, net 143,988 58,290 202,278 - 202,278
Inventories 226,092 63,341 289,433 11,100 (1) 300,533
Other current assets 19,206 18,129 37,335 (575) (2) 36,760
---------- -------- -------- -------- --------
Total Current Assets 390,291 152,533 542,824 10,525 553,349
Investments and noncurrent receivables 13,412 38,275 51,687 (534) (3) 51,153
Property, plant and equipment, net 198,813 59,331 258,144 6,175 (4) 264,319
Other assets 52,504 5,856 58,360 36,750 (5) 95,110
---------- -------- -------- -------- --------
Total Assets $ 655,020 255,995 911,015 52,916 963,931
---------- -------- -------- -------- --------
---------- -------- -------- -------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings $ - 7,000 7,000 - 7,000
Current maturities of long-term obligations 7,304 991 8,295 - 8,295
Accounts payable 199,996 34,702 234,698 - 234,698
Accrued and other current liabilities 41,120 15,071 56,191 6,384 (6) 62,575
---------- -------- -------- -------- --------
Total Current Liabilities 248,420 57,764 306,184 6,384 312,568
Long-term debt, less current maturities 156,185 30,000 186,185 170,000 (7) 356,185
Capitalized lease obligations 9,762 30,320 40,082 - 40,082
Deferred credits and other liabilities 9,808 325 10,133 14,118 (8) 24,251
Stockholders' equity 230,845 137,586 368,431 (137,586) 230,845
---------- -------- -------- -------- --------
Total Liabilities & Stockholders' Equity $ 655,020 255,995 911,015 52,916 963,931
---------- -------- -------- -------- --------
---------- -------- -------- -------- --------
See accompanying notes to unaudited pro forma financial statements
Notes to the Unaudited Condensed Pro Forma Combined Balance Sheet
as of October 5, 1996.
(1) To adjust inventory which was substantially valued at LIFO,
to current fair value.
(2) Other current assets have been adjusted to reflect fair value.
(3) Adjustment to reflect the write off of an investment deemed to have
no market value.
(4) Adjustment to reflect step-up in basis to fair value for property, plant
and equipment based upon preliminary independent appraisals.
(5) Other assets include $7.1 million of other intangibles, $2.3 million of
pension and deferred tax assets and $27.3 million in excess of fair market
value of assets acquired of $27.3 million derived as follows:
Purchase Price $ 175,642(a)
Net book value of assets acquired (137,586)
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38,056
Allocation of Purchase Price in excess of net assets acquired
Adjust inventory to estimated fair value (11,100)
Adjust property and equipment to estimated fair value (6,175)
Record estimated fair value of other intangibles (7,100)
Record deferred taxes associated with pro forma adjustments 8,080
Record postretirement benefit obligation in excess of plan assets 1,900
Previously recorded goodwill 4,351
Adjust other assets to fair market value (712)
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Goodwill recorded upon acquisition $ 27,300
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(a) Includes approximately $5.6 million of transaction costs.
(6) Accrued and other current liabilities have been adjusted to reflect the
fair value of liabilities assumed. (primarily transaction costs)
(7) To record long-term debt associated with the acquisition. Debt was part
of a $500 million unsecured revolving credit facility provided by a
syndicate of banks, maturing five (5) years from the date of closing.
The credit facility has a variable interest rate tied to movements in
LIBOR.
(8) To record deferred tax liabilities, postretirement benefit obligations
and liabilities related to loan and lease guarantees.
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME
For the Nine Months ended October 5, 1996 for Nash Finch Company and for the
Nine Months ended August 31, 1996 for Super Food Services, Inc.
(In thousands except per share amount)
Historical
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Nash Finch Super Food Pro Forma
Company (a) Services, Inc. Combined Adjustments Pro Forma
-------------- -------------- --------- ----------- ---------
Total sales and revenues $ 2,423,603 903,528 3,327,131 - 3,327,131
Cost and Expenses:
Cost of sales 2,098,129 808,418 2,906,547 - 2,906,547
Selling, general and administrative
and other operating expenses 264,259 85,594 349,853 - 349,853
Depreciation and amortization 24,870 6,084 30,954 1,694(1) 32,648
Interest expense 9,972 2,026 11,998 7,650(2) 19,648
----------- --------- --------- --------- ----------
Total costs and expenses 2,397,230 902,122 3,299,352 9,344 3,308,696
Earnings before income taxes 26,373 1,406 27,779 (9,344) 18,435
Income taxes 10,681 551 11,232 3,738(3) 7,494
----------- --------- --------- --------- ----------
Net earnings $ 15,692 855 16,547 (5,606) 10,941
----------- --------- --------- --------- ----------
----------- --------- --------- --------- ----------
Earnings per share $ 1.43 1.00
----------- -----------
----------- -----------
Weighted average number of common shares outstanding 10,992
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_____________________________________________________________
See accompanying notes to unaudited pro forma financial statements
(a) Includes results of operations for MDV from the date of acquisition
(January 1996).
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF INCOME
For the Fiscal Year Ended December 30, 1995 (a)
(In thousands except per share amount)
Historical
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Military
Distributors of Pro Forma
Nash Finch Virginia, Inc. Combined Adjustment Pro Forma
------------ --------------- ---------- ---------- -----------
Total revenues $ 2,888,836 416,456 3,305,292 - 3,305,292
Cost and expenses:
Cost of sales 2,469,841 388,750 2,858,591 - 2,858,591
Selling, general and
administrative, and other
operating expenses 350,201 17,805 368,006 - 368,006
Depreciation and amortization 29,406 703 30,109 2,924 33,033
Interest expense 10,793 1,563 12,356 4,575 16,931
------------ ------------ ------------ ------------ ------------
Total costs and expenses 2,860,241 408,821 3,269,062 7,499 3,276,561
Earnings before income taxes 28,595 7,635 36,230 (7,499) 28,731
Income taxes 11,181 3,054 14,235 (2,743) 11,492
------------ ------------ ------------ ------------ ------------
Net earnings $ 17,414 4,581 21,995 (4,756) 17,239
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Earnings per share $ 1.60
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------------
Weighted average number of common shares outstanding
Super Food Combined Pro Forma
Services, Inc. Nash Finch Adjustment Pro Forma
-------------- ---------- ---------- ---------
Total revenues 1,174,794 4,480,086 - 4,480,086
Cost and expenses:
Cost of sales 1,054,104 3,912,695 - 3,912,695
Selling, general and
administrative, and other
operating expenses 94,399 462,405 - 462,405
Depreciation and amortization 7,948 40,981 2,258(1) 43,239
Interest expense 3,042 19,973 10,200(2) 30,173
------------ ------------ ------------ ------------
Total costs and expenses 1,159,493 4,436,054 12,458 4,448,512
Earnings before income taxes 15,301 44,032 (12,458) 31,574
Income taxes 5,922 17,414 (4,470)(3) 12,944
------------ ------------ ------------ ------------
Net earnings 9,379 26,618 (7,988) 18,630
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Earnings per share 1.71
------------
------------
Weighted average number of common shares outstanding 10,875
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See accompanying notes to unaudited pro forma financial statements
(a) The financial statements of SFS have been brought within 93 days of Nash
Finch's fiscal year and by adding subsequent interim results to the fiscal
year's data and deducting the comparable preceding year interim results.
Notes to Unaudited Condensed Pro Forma Combined Statements of Income
For the Nine Months ended October 5, 1996 and Fiscal Year Ended
December 30, 1995.
(1) Additional amortization and depreciation resulting from step-up in basis of
property, plant and equipment and recording of goodwill.
(2) Interest expense associated with the financing of the acquisition and based
on an interest rate of 6%. A 1/8 percent variance in interest rates would
cause interest expense to fluctuate by $212,500 annually.
(3) To record income taxes at an estimated effective tax rate of 40%.
(c) EXHIBITS
23.1 Consent of Arthur Andersen LLP.
99.1 Audited consolidated balance sheets of SFS and subsidiaries as of
August 26, 1995 and August 27, 1994, and the related audited
consolidated statements of income and cash flows for each of the three
fiscal years in the period ended August 26, 1995, including the
independent public accountant's report thereon, dated October 19,
1995, as contained in the SFS Annual Report on Form 10-K for the
fiscal year ended August 26, 1995.
99.2 Unaudited consolidated summary balance sheets of SFS and
subsidiaries as of May 4, 1996, May 6, 1995 and August 26, 1995, and
the related unaudited consolidated summary statements of income and
cash flows for the periods ended May 4, 1996 and May 6, 1995, as
contained in the SFS Quarterly Report on Form 10-Q for the quarterly
period ended May 4, 1996.
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: January 31, 1997 BY: /s/ Lawrence A. Wojtasiak
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Lawrence A. Wojtasiak
Controller
EXHIBIT INDEX
Exhibit Document
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23.1 Consent of Arthur Andersen LLP
99.1 Audited consolidated balance sheets of SFS and subsidiaries as of
August 26, 1995 and August 27, 1994, and the related audited
consolidated statements of income and cash flows for each of the three
fiscal years in the period ended August 26, 1995, including the
independent public accountant's report thereon, dated October 19,
1995, as contained in the SFS Annual Report on Form 10-K for the
fiscal year ended August 26, 1995.
99.2 Unaudited consolidated summary balance sheets of SFS and subsidiaries
as of May 4, 1996, May 6, 1995 and August 26, 1995, and the related
unaudited consolidated summary statements of income and cash flows for
the periods ended May 4, 1996 and May 6, 1995, as contained in the SFS
Quarterly Report on Form 10-Q for the quarterly period ended May 4,
1996.