ITEM 1. BUSINESS
Overview
Originally established in 1885 and incorporated in 1921, we are the largest food distributor serving military commissaries and exchanges in the United States, in terms of revenue. Our core businesses include distributing food to military commissaries and independent grocery retailers, and distributing to and operating our corporate-owned retail stores. Our sales in fiscal 2012 were approximately $4.8 billion. Our business currently consists of three primary operating segments: Military Food Distribution (“Military”), Food Distribution and Retail. Financial information about our business segments for the three most recent fiscal years is contained in Part II, Item 8 of this report under Note (18) - “Segment Information” in the Notes to Consolidated Financial Statements.
Our strategic plan is built upon extensive knowledge of current industry, consumer and market trends, and is formulated to differentiate the Company. The strategic plan includes long-term initiatives to increase revenues and earnings, improve productivity and cost efficiencies of our Military, Food Distribution and Retail business segments, and leverage our corporate support services. The Company has strategic initiatives to improve working capital, manage debt, and increase shareholder value through capital expenditures with acceptable returns on investment. Several important elements of the strategic plan include:
Supply chain services focused on supporting our business segments with warehouse management, inbound and outbound transportation management and customized solutions for each business segment;
Growing the Military segment through acquisition and expansion of our distribution network, as well as creating warehousing and transportation cost efficiencies;
Providing our independent retail customers with a high level of order fulfillment, broad product selection including leveraging the Our Family® and Nash Brothers Trading Company™ brands, support services emphasizing best-in-class offerings in marketing, advertising,merchandising, store design and construction, market research, retail store support, retail pricing and license agreement opportunities; and
Retail formats designed to appeal to the needs of today’s consumers.
During fiscal 2012, we continued expansion activities associated with our Military business, including the integration of our new facility in Oklahoma City, Oklahoma into our distribution network during the first quarter of 2012, as well as transferring the operations of our Military distribution center in Jessup, Maryland to a larger facility in Landover, Maryland during the third quarter of 2012. We also expanded our Retail segment, with the acquisition of twelve Bag ‘N Save® supermarkets located in Omaha and York, Nebraska during the second quarter of 2012, and the acquisition of eighteen No Frills® supermarkets located in Nebraska and western Iowa during the third quarter of 2012.
Additional description of our business is found in Part II, Item 7 of this report.
Military Segment
Our Military segment sells and distributes grocery products primarily to U.S. military commissaries and exchanges. We are the largest distributor, by revenue, in this market. On December 1, 2009, we purchased a facility in Columbus, Georgia, which began servicing military commissaries and exchanges in the third quarter of fiscal 2010. During the third quarter of fiscal 2010, we purchased a facility in Bloomington, Indiana and two adjacent facilities in Oklahoma City, Oklahoma for expansion of our Military business. The Bloomington, Indiana facility became operational during the fourth quarter of fiscal 2010, while the renovated Oklahoma City, Oklahoma facility became operational during the first quarter of fiscal 2012. During the third quarter of fiscal 2012, we transferred the operations of our Military distribution center in Jessup, Maryland to a larger facility in Landover, Maryland.
The products we distribute are delivered to 174 military commissaries and over 400 exchanges located in 37 states across the United States and the District of Columbia, Europe, Puerto Rico, Cuba, the Azores, Egypt and Bahrain. Our distribution centers are strategically located among the largest concentration of military bases in the areas we serve and near Atlantic ports used to ship grocery products to overseas commissaries and exchanges. Our Military segment has an outstanding reputation as a distributor focused on U.S. military commissaries and exchanges, based in large measure on our excellent service metrics, which include fill rate, on-time delivery and shipping accuracy.
The Defense Commissary Agency, also known as DeCA, operates a chain of commissaries on U.S. military installations throughout the world. DeCA contracts with manufacturers to obtain grocery and related products for the commissary system. Manufacturers either deliver the products to the commissaries themselves or, more commonly, contract with distributors such as us to deliver the products. Manufacturers must authorize the distributors as their official representatives to DeCA, and the distributors must adhere to DeCA’s frequent delivery system procedures governing matters such as product identification, ordering and processing, information exchange and resolution of discrepancies. We obtain distribution contracts with manufacturers through competitive bidding processes and direct negotiations.
We have approximately 600 distribution contracts with manufacturers that supply products to the DeCA commissary system and various exchange systems. These contracts generally have an indefinite term, but may be terminated by either party without cause upon 30 days prior written notice to the other party. The contracts typically specify the commissaries and exchanges we are to supply on behalf of the manufacturer, the manufacturer’s products to be supplied, service and delivery requirements and pricing and payment terms. Our ten largest manufacturer customers represented approximately 39% of the Military segment’s fiscal 2012 sales.
As commissaries need to be restocked, DeCA identifies each manufacturer with which an order is to be placed for additional products, determines which distributor is the manufacturer’s official representative for a particular commissary or exchange location, and places a product order with that distributor under the auspices of DeCA’s master contract with the applicable manufacturer. The distributor selects that product from its existing inventory, delivers it to the commissary or commissaries designated by DeCA, and bills the manufacturer for the product shipped. The manufacturer then bills DeCA under the terms of its master contract. Overseas commissaries are serviced in a similar fashion, except that a distributor’s responsibility is to deliver products as and when needed to the port designated by DeCA, which in turn bears the responsibility for shipping the product to the applicable commissary or overseas warehouse.
After we ship a particular manufacturer’s products to commissaries in response to an order from DeCA, we invoice the manufacturer for the product price plus a service and or drayage fee that is typically based on a percentage of the purchase price, but may in some cases be based on a dollar amount per case or pound of product sold. Our order handling and invoicing activities are facilitated by a procurement and billing system developed specifically for the military business, which addresses the unique aspects of its business, and provides our manufacturer customers with a web-based, interactive means of accessing critical order, inventory and delivery information.
Food Distribution Segment
Our Food Distribution segment sells and distributes a wide variety of nationally branded and private label grocery products and perishable food products from 13 distribution centers to approximately 1,500 independent retail locations and corporate-owned retail stores located in 31 states across the United States. Our customers are relatively diverse with the largest customer, excluding our corporate-owned stores, consisting of a consortium of stores representing 6.4%, and the next largest customer representing 5.0% of our fiscal 2012 food distribution sales. No other customer represents greater than 5.0% of our food distribution business. Our ten largest independent customers represented approximately 37% of the Food Distribution segment’s fiscal 2012 sales.
Our distribution centers are strategically located to efficiently serve our independent customers and our corporate-owned stores. The distribution centers are equipped with modern materials handling equipment for receiving, storing and shipping merchandise and are designed for high volume operations at low unit costs. We continue to implement operating initiatives to enhance productivity and expand profitability while providing a higher level of service to our distribution customers. Our distribution centers have varying levels of available capacity giving us enough flexibility to service additional customers by leveraging our existing fixed cost base, which can enhance our profitability.
Depending upon the size of the distribution center and the profile of the customers served, our distribution centers typically carry a full line of national brand and private label grocery products and perishable food products.Non-food items and specialty grocery products are distributed from two of our distribution centers located in Bellefontaine, Ohio and Sioux Falls, South Dakota. We currently operate a fleet of tractors and semi-trailers that deliver the majority of our products to our customers.
Our retailers order their inventory at regular intervals through direct linkage with our information systems. Our Food Distribution sales are made on a market price plus fee and freight basis,with the fee based on the type of commodity and quantity purchased. We adjust our selling prices based on the latest market information, and our freight policy contains a fuel surcharge clause that allows us to mitigate the impact of rising fuel costs.
Products
We primarily sell and distribute nationally branded products and a number of unbranded products, principally meat and produce, which we purchase directly from various manufacturers, processors and suppliers or through manufacturers’ representatives and brokers. We also sell and distribute high quality private label products under the proprietary trademark Our Family®, a long-standing brand of Nash Finch that offers an alternative to national brands. In addition, we sell and distribute a premium line of branded products under the Nash Brothers Trading Company™ trademark, a lower priced line of private label products under the Value Choice® trademark and private label products for two of our independent customer groups. We offer over 3,700 stock-keeping units of competitively priced, high quality grocery products and perishable food products which compete with national branded and other value brand products.
Services
To further strengthen our relationships with our food distribution customers, we offer, either directly or through third parties, a wide variety of support services to help them develop and operate stores, as well as compete more effectively. These services include:
· promotional, advertising and merchandising programs;
· installation of computerized ordering, receiving and scanning systems;
· retail equipment procurement assistance;
· providing contacts for accounting, budgeting and payroll services;
· consumer and market research;
· remodeling and store development services;
· securing existing grocery stores that are for sale or lease in the market areas we serve and occasionally acquiring or leasing existing stores for resale or sublease to these customers; and
· NashNet, which provides supply chain efficiencies through internet services.
As of the end of fiscal 2012 and 2011, 62% and 60% of Food Distribution revenues, respectively, were from customers with whom we had entered into long-term supply agreements or from our corporate-owned retail stores. The length of our long-term supply agreements typically ranges from 5 to 7 years. These agreements also may contain provisions that give us the opportunity to purchase customers’ independent retail businesses before being offered to any third party.
We also provide financial assistance to our food distribution customers, primarily in connection with new store development or the upgrading and expansion of existing stores. As of December 29, 2012, we had loans, net of reserves, of $28.3 million outstanding to 42 of our food distribution customers, and had guaranteed outstanding lease obligations of certain food distribution customers in the amount of $1.4 million. We also, in the normal course of business, sublease retail properties and assign retail property leases to third parties. As of December 29, 2012, the present value of our maximum contingent liability exposure, with respect to the subleases and assigned leases was $15.1 million and $8.3 million, respectively.
We distribute products to independent stores that carry the IGA® 1 banner and our proprietary Food Pride® banner. We encourage our independent customers to join one of these banner groups to receive many of the same marketing programs and procurement efficiencies available to grocery store chains while allowing them to maintain their flexibility and autonomy as independents. To use either of these banners, these independents must comply with applicable program standards. As of December 29, 2012, we served 95 retail stores under the IGA banner and 42 retail stores under our Food Pride banner.
Retail Segment
Our Retail segment is made up of 75 corporate-owned grocery stores, located primarily in the Upper Midwest, in the states of Colorado, Iowa, Minnesota, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin. Our corporate-owned stores principally operate under the Family Fresh Market®, Sun Mart®, Econofoods®, Bag ‘N Save®, No Frills®, AVANZA®, Family Thrift Center®, Pick ‘n Save®, Prairie Market™, Wholesale Food Outlet™, and Germantown Fresh Market™ banners. Our stores are typically located close to our distribution centers in order to create certain operating and logistical efficiencies. During the second quarter of 2012, we acquired twelve Bag ‘N Save® supermarkets located in Omaha and York, Nebraska. During the third quarter of 2012, we acquired eighteen No Frills® supermarkets located in Nebraska and western Iowa. This expansion of the Retail segment, including the addition of one store in the fourth quarter of 2012, was offset by the sale of two stores since the end of fiscal 2011.
Our grocery stores offer a wide variety of high quality grocery products and services. Many have specialty departments such as fresh meat counters, delicatessens, bakeries, pharmacies, banking services and floral departments. The stores also provide services such as check cashing, fax services and money transfers. We emphasize outstanding customer service and have created our G.R.E.A.T. (Greet, React, Escort, Anticipate and Thank) Customer Service Program to train every associate (employee) on the core elements of providing exceptional customer service. “The Fresh Place®” concept within our grocery stores is an umbrella banner that emphasizes our high quality perishable products, such as fresh produce, deli, meats, seafood, baked goods and takeout foods for today’s busy consumer.
Competition
Military Segment
We are one of five distributors with annual sales into the DeCA commissary system in excess of $100 million that distributes products via the frequent delivery system. The remaining distributors that supply DeCA tend to be smaller, regional and local providers. In addition, manufacturers contract with others to deliver certain products, such as baking supplies, produce, deli items, soft drinks and snack items, directly to DeCA commissaries and service exchanges. Because of the narrow margins in this industry, it is of critical importance for distributors to achieve economies of scale, which is typically a function of the density or concentration of military bases within the geographic market(s) a distributor serves, and the distributor’s share of that market. As a result, no single distributor in this industry, by itself, has a nationwide presence. Rather, distributors tend to concentrate on specific regions, or areas within specific regions, where they can achieve critical mass and utilize warehouse and distribution facilities efficiently. In addition, distributors that operate larger non-military specific distribution businesses tend to compete for DeCA commissary business in areas where such business would enable them to more efficiently utilize the capacity of their existing distribution centers. We believe the principal competitive factors among distributors within this industry are customer service, price, operating efficiencies, reputation with DeCA and location of distribution centers. We believe our competitive position is very strong with respect to all these factors within the geographic areas where we compete.
Food Distribution Segment
The Food Distribution segment is highly competitive as evidenced by the low margin nature of the business. Success in this segment is measured by the ability to leverage scale in order to gain pricing advantages and operating efficiencies, to provide superior merchandising programs and services to the independent customer base and to use technology to increase distribution efficiencies. We compete with local, regional and national food distributors, as well as with vertically integrated national and regional chains using a variety of formats, including supercenters, supermarkets and warehouse clubs that purchase directly from suppliers and self-distribute products to their stores. We face competition from these companies on the basis of price, quality, variety, availability of products, strength of private label brands, schedules and reliability of deliveries and the range and quality of customer services.
1 IGA®is a registered trademark of IGA, Inc.
Continuing our quality service by focusing on key metrics such as our on-time delivery rate, fill rate, order accuracy and customer service is essential in maintaining our competitive advantage. During fiscal 2012, our distribution centers had an on-time delivery rate, defined as being within ½ hour of our committed delivery time, of 97.6%; and a fill rate, defined as the percentage of cases shipped relative to the number of cases ordered, of 96.6%. We believe we are an industry leader with respect to these key metrics.
Retail Segment
Our Retail segment is highly competitive. We compete with many organizations of various sizes, ranging from national and regional chains that operate a variety of formats (such as supercenters, supermarkets, extreme value food stores and membership warehouse club stores) to local grocery store chains and privately owned unaffiliated grocery stores. Although our target geographic markets have a relatively low presence of national and multi-regional grocery store chains, we face competition from supercenters and regional chains in most of these markets. Depending upon the market, we compete based on price, quality and assortment, store appeal (including store location and format), sales promotions, advertising, service and convenience. We believe our ability to provide convenience, outstanding perishable execution and exceptional customer service are particularly important factors in achieving competitive success.
Vendor Allowances and Credits
We participate with our vendors in a broad menu of promotions to increase sales of products. These promotions fall into two main categories, off-invoice allowances and performance-based allowances, and are often subject to negotiation with our vendors. In the case of off-invoice allowances, discounts are typically offered by vendors with respect to certain merchandise purchased by us during a specified period of time. We use off-invoice allowances to support a variety of marketing programs such as reduced price offerings for specific time periods, food shows, pallet promotions and private label promotions. The discounts are either reflected directly on the vendor invoice, as a reduction from the normal wholesale prices for merchandise to which the allowance applies, or we are allowed to deduct the allowance as an offset against the vendor’s invoice when it is paid.
In the case of performance-based allowances, the allowance or rebate is based on our completion of some specific activity, such as purchasing or selling product during a certain time period. This basic performance requirement may be accompanied by an additional performance requirement such as providing advertising or special in-store promotions, tracking specific shipments of goods to retailers (or to customers in the case of our own retail stores) during a specified period (retail performance allowances), slotting (adding a new item to the system in one or more of our distribution centers) and merchandising a new item, or achieving certain minimum purchase quantities. The billing for these performance-based allowances is normally in the form of a “bill-back” in which case we are invoiced at the regular price with the understanding that we may bill back the vendor for the requisite allowance when the performance is satisfied. We also assess an administrative fee, reflected on the invoices sent to vendors, to recoup our reasonable costs of performing the tasks associated with administering retail performance allowances.
We collectively plan promotions with our vendors and arrive at the amount the respective vendor plans to spend on promotions with us. Each vendor has its own method for determining the amount of promotional funds to be spent with us. In most situations, the vendor allowances are based on units we purchased from the vendor. In other situations, the allowances are based on our past or anticipated purchases and/or the anticipated performance of the planned promotions. Forecasting promotional expenditures is a critical part of our frequently scheduled planning sessions with our vendors. As individual promotions are completed and the associated billing is processed, the vendors track our promotional program execution and spend rate, and discuss the tracking, performance and spend rate with us on a regular basis throughout the year. These communications include discussions with respect to future promotions, product cost, targeted retails and price points, anticipated volume, promotion expenditures, vendor maintenance, billing issues and procedures, new items/discontinued items, and trade spend levels relative to budget per event and per year, as well as the resolution of any issues that arise between the vendor and us. In the future, the nature and menu of promotional programs and the allocation of dollars among them may change as a result of our ongoing negotiations and commercial relationships with our vendors.
Trademarks and Servicemarks
We own or license a number of trademarks, tradenames and servicemarks that relate to our products and services, including those mentioned in this report. We consider our trademarks, tradenames and servicemarks to be of material value to the business conducted by our Food Distribution and Retail segments. These marks include, but are not limited to, Our Family, Nash Brothers Trading Company, Family Fresh Market, No Frills, Bag ‘N Save, Econofoods, and Economart. We actively defend and enforce our trademarks, tradenames and servicemarks.
Employees
As of December 29, 2012, we employed 8,134 persons, of whom 4,685 were employed on a full-time basis and 3,449 employed on a part-time basis. Of our total number of employees, 463 were represented by unions under collective bargaining agreements (5.7% of all employees) and consisted primarily of warehouse personnel and drivers in our Ohio and Indiana distribution centers. We have 286 employees (3.5% of all employees) who are covered by a collective bargaining agreement that will expire within one year. We consider our employee relations to be good.
Available Information
Our internet website is www.nashfinch.com. The references to our website in this report are inactive references only, and the information on our website is not incorporated by reference in this report. Through the Investor Relations portion of our website and a link to a third-party content provider (under the tab “SEC Filings”), you may access, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We have also posted on the Investor Relations portion of our website, under the caption “Corporate Governance,” our Code of Business Conduct that is applicable to all our directors and employees, as well as our Code of Ethics for Senior Financial Management that is applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer/Controller. Any amendment to or waiver from the provisions of either of these Codes that is applicable to any of these three officers will be disclosed on the Investor Relations portion of our website under the “Corporate Governance” caption.
ITEM 1A.
ITEM 1A. RISK FACTORS
In addition to the other information in this Form 10-K, you should carefully consider the specific risk factors set forth below in evaluating Nash Finch because any of the following risks could materially affect our business, financial condition, results of operations and future prospects.
We face substantial competition, and our competitors may have added resources, which could place us at a competitive disadvantage and adversely affect our financial performance.
Our businesses are highly competitive and are characterized by high inventory turnover, narrow profit margins and increasing consolidation. Our Food Distribution and Military businesses compete not only with local, regional and national food distributors, but also with vertically integrated national and regional chains that employ a variety of formats, including supercenters, supermarkets and warehouse clubs. Our Retail business, focused in the Upper Midwest, has historically competed with traditional grocery stores and is increasingly competing with alternative store formats such as supercenters, warehouse clubs, dollar stores and extreme value food stores, as well as non-traditional retailers such as discount stores, pharmacies, and convenience stores.
Some of our Food Distribution and Retail competitors are substantially larger and may have greater financial resources and geographic scope, lower merchandise acquisition costs and lower operating expenses than we do, thereby intensifying price competition at the wholesale and retail levels. Industry consolidation and the expansion of alternative store formats, which have gained and continue to gain market share at the expense of traditional grocery stores, tend to produce even stronger competition for our Retail business and for the independent customers of our Food Distribution business. To the extent our independent customers are acquired by our competitors or are not successful in competing with other retail chains and non-traditional competitors, sales by our Food Distribution business will also be affected. If we fail to effectively implement strategies to respond to these competitive pressures, our operating results could be adversely affected by price reductions, decreased sales or margins, or loss of market share.
The Military segment faces competition from large national and regional food distributors as well as smaller food distributors. Due to the narrow margins in the military food distribution industry, it is of critical importance for distributors to achieve economies of scale, which are typically a function of the density or concentration of military bases in the geographic markets a distributor serves and a distributor's share of that market. As a result, no single distributor in this industry, by itself, has a nationwide presence.
Our businesses are sensitive to economic conditions that impact consumer spending.
Our businesses are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending and buying habits. Economic downturns or uncertainty have adversely affected overall demand and intensified price competition, but also have caused consumers to "trade down" by purchasing lower margin items and to make fewer purchases in traditional supermarket channels. Continued negative economic conditions affecting disposable consumer income such as employment levels, business conditions, changes in housing market conditions, the availability of credit, interest rates, volatility in fuel and energy costs, food price inflation or deflation, employment trends in our markets affecting wage and income levels, the impact of natural disasters or acts of terrorism, and other matters affecting consumer spending could cause consumers to shift even more of their spending to lower-priced competitors. General reductions in the level of discretionary spending or continued shifts in consumer discretionary spending to our competitors could adversely affect our growth and profitability.
Disruptions to worldwide financial and credit markets could potentially reduce the availability of liquidity and credit generally necessary to fund a continuation and expansion of global economic activity. A shortage of liquidity and credit in certain markets has the potential to lead to worldwide economic difficulties that could be prolonged. A general slowdown in economic activity caused by an extended period of economic uncertainty could adversely affect our businesses. Difficult financial and economic conditions could also adversely affect our customers’ ability to meet the terms of sale or our suppliers’ ability to fully perform their commitments to us.
Macroeconomic and geopolitical events may adversely affect our customers, access to products, or lead to general cost increases which could negatively impact our results of operations and financial condition.
The impact of events in foreign countries which could result in increased political instability and social unrest and the economic ramifications of significant budget deficits in the United States and changes in policy attributable to them at both the federal and state levels could adversely affect our businesses and customers. Adverse economic or geopolitical events could potentially reduce our access to or increase prices associated with products sourced abroad. Such adverse events could lead to significant increases in the price of the products we procure, fuel and other supplies used in our business, utilities, or taxes that cannot be fully recovered through price increases. In addition, disposable consumer income could be affected by these events, which could have a negative impact on our results of operations and financial condition.
Our businesses could be negatively affected if we fail to retain existing customers or attract significant numbers of new customers.
Growing and increasing the profitability of our distribution businesses is dependent in large measure upon our ability to retain existing customers and capture additional distribution customers through our existing network of distribution centers, enabling us to more effectively utilize the fixed assets in those businesses. Our ability to achieve these goals is dependent, in part, upon our ability to continue to provide a high level of customer service, offer competitive products at low prices, maintain high levels of productivity and efficiency, particularly in the process of integrating new customers into our distribution system, and offer marketing, merchandising and ancillary services that provide value to our independent customers. If we are unable to execute these tasks effectively, we may not be able to attract significant numbers of new customers, and attrition among our existing customer base could increase, either or both of which could have an adverse impact on our revenue and profitability.
Growing and increasing the profitability of our retail business is dependent upon increasing our market share in the communities where our retail stores are located. We plan to invest in redesigning some of our retail stores into other formats in order to attract new customers and increase our market share. Our results of operations may be adversely impacted if we are unable to attract significant numbers of new retail customers.
Our Military segment operations are dependent upon domestic and international military distribution, and a change in the military commissary system, or level of governmental funding, could negatively impact our results of operations and financial condition.
Because our Military segment sells and distributes grocery products to military commissaries and exchanges in the U.S. and overseas, any material changes in the commissary system, the level of governmental funding to DeCA, military staffing levels, or the locations of bases may have a corresponding impact on the sales and operating performance of this segment. These changes could include privatization of some or all of the military commissary system, relocation or consolidation of commissaries and exchanges, base closings, troop redeployments or consolidations in the geographic areas containing commissaries and exchanges served by us, or a reduction in the number of persons having access to the commissaries and exchanges. Mandated reductions in government expenditures, including those imposed as a result of sequestration, may impact the level of funding to DeCA and could have a material impact on our operations.
Our results of operations and financial condition could be adversely affected if we are unable to maintain the competitive position of our retail operations.
Our Retail segment faces competition from regional and national chains operating under a variety of formats that devote square footage to selling food (i.e., supercenters, supermarkets, extreme value stores, membership warehouse clubs, dollar stores, drug stores, convenience stores, various formats selling prepared foods, and other specialty and discount retailers), as well as from independent food store operators in the markets where we have retail operations. Our strategic initiatives for the Retail segment are designed to create value within our organization. These initiatives include designing and reformatting our retail stores to increase overall retail sales performance. In connection with these efforts, there are numerous risks and uncertainties, including our ability to successfully identify which course of action will be most financially advantageous for each retail store, our ability to identify those initiatives that will be the most effective in improving the competitive position of our retail stores in the markets they operate in, our ability to implement these initiatives efficiently and in a timely manner, and the response of competitors to these initiatives. If we are unable to improve the overall competitive position of our retail stores, the operating performance of that segment may decline, and we may need to recognize additional impairments of our long-lived assets and goodwill, close or sell underperforming stores, and incur restructuring or other charges to our earnings associated with such closure and disposition activities. In addition, we cannot make assurances that we will be able to replace any of the revenue our Food Distribution operations derive from stores that are closed or sold.
We may not be able to achieve the expected benefits from the implementation of new strategic initiatives.
We are continuously evaluating the changing business environment of our industry and seeking out opportunities to improve our competitive performance through the implementation of selected strategic initiatives. The goal of these efforts is to develop and implement a comprehensive and competitive business strategy which addresses the continuing changes in the food distribution industry environment and our position within the industry, and ultimately creates increased shareholder value.
We may not be able to successfully execute our strategic initiatives and realize the intended synergies, business opportunities and growth prospects. Many of the other risk factors mentioned may limit our ability to capitalize on business opportunities and expand our business. Our efforts to capitalize on business opportunities may not bring the intended results. Assumptions underlying estimates of expected revenue growth or overall cost savings may not be met or economic conditions may deteriorate. Customer acceptance of new retail formats we develop may not be as anticipated, hampering our ability to attract new retail customers or maintain our existing retail customer base. Additionally, our management may have its attention diverted from other important activities while trying to execute new strategic initiatives. If these or other factors limit our ability to execute our strategic initiatives, our expectations of future results of operations, including expected revenue growth and cost savings, may not be met.
Our ability to operate effectively could be impaired by the risks and costs associated with the current and future efforts to grow our business through acquisitions.
Efforts to grow our business may include acquisitions. The successful integration of newly acquired businesses is dependent on our ability to identify suitable candidates for acquisition, effect acquisitions at acceptable rates of return, obtain adequate financing, and negotiate acceptable terms and conditions. Our success also depends in a large part on our ability to successfully integrate such operations and personnel in a timely and efficient manner while retaining the customer base of the acquired operations. If we cannot identify suitable acquisition candidates, successfully integrate these operations and retain the customer base, we may experience material adverse consequences to our results of operations and financial condition. The integration of separately managed businesses operating in different markets involves a number of risks, including the following:
• demands on management related to the significant increase in our size after the acquisition of operations;
• difficulties in the assimilation of different corporate cultures and business practices, such as those involving vendor promotions, and of geographically dispersed personnel and operations;
• difficulties in the integration of departments, information technology systems, operating methods, technologies, books, records, and procedures, as well as in maintaining uniform standards and controls, including internal accounting controls, procedures and policies; and
• expenses of any undisclosed liabilities, such as those involving environmental or legal matters.
Successful integration of newly acquired operations, including our purchases of twelve Bag ‘N Save® supermarkets during the second quarter of fiscal 2012 and eighteen No Frills® supermarkets during the third quarter of fiscal 2012 will depend on our ability to manage those operations, fully assimilate the operations into our Retail business segment, realize opportunities for revenue growth presented by strengthened product offerings and expanded geographic market coverage, maintain the customer base and eliminate redundant and excess costs. We may not realize the anticipated benefits or savings from these new operations in the time frame anticipated, if at all, or such benefits and savings may include higher costs than anticipated.
Substantial operating losses may occur if the customers to whom we extend credit or for whom we guarantee loan or lease obligations fail to repay us.
In the ordinary course of business, we extend credit, including loans, to our food distribution customers, and provide financial assistance to some customers by guaranteeing their loan or lease obligations. We also lease store sites for sublease to independent retailers. Generally, our loans and other financial accommodations are extended to small businesses that are unrated and may have limited access to conventional financing. As of December 29, 2012, we had loans, net of reserves, of $28.3 million outstanding to 42 of our food distribution customers and had guaranteed outstanding lease obligations of food distribution customers totaling $1.4 million. In the normal course of business, we also sublease retail properties and assign retail property leases to third parties. As of December 29, 2012, the present value of our maximum contingent liability exposure, with respect to subleases and assigned leases was $15.1 million and $8.3 million, respectively. While we seek to obtain security interests and other credit support in connection with the financial accommodations we extend, such collateral may not be sufficient to cover our exposure. Greater than expected losses from existing or future credit extensions, loans, guarantee commitments or sublease arrangements could negatively and potentially materially impact our operating results and financial condition.
Changes in vendor promotions or allowances, including the way vendors target their promotional spending, and our ability to effectively manage these programs could significantly impact our margins and profitability.
We engage in a wide variety of promotional programs cooperatively with our vendors. The nature of these programs and the allocation of dollars among them evolve over time as the parties assess the results of specific promotions and plan for future promotions. These programs require careful management in order for us to maintain or improve margins while at the same time driving sales for us and for the vendors. A reduction in overall promotional spending or a shift in promotional spending away from certain types of promotions that we have historically utilized could have a significant impact on our gross profit margin and profitability. Our ability to anticipate and react to changes in promotional spending by, among other things, planning and implementing alternative programs that are expected to be mutually beneficial to the manufacturers and us, will be an important factor in maintaining or improving margins and profitability. If we are unable to effectively manage these programs, it could have a material adverse effect on our results of operations and financial condition.
Our debt instruments include financial and other covenants that limit our operating flexibility and may affect our future business strategies and operating results.
Covenants in the documents governing our outstanding or future debt, or our future debt levels, could limit our operating and financial flexibility. Our ability to respond to market conditions and opportunities as well as capital needs could be constrained by the degree to which we are leveraged, by changes in the availability or cost of capital, and by contractual limitations on the degree to which we may, without the consent of our lenders, take actions such as engaging in mergers, acquisitions or divestitures, incurring additional debt, making capital expenditures, repurchasing shares of our stock and making investments, loans or advances. If needs or opportunities were identified that would require financial resources beyond existing resources, obtaining those resources could increase our borrowing costs, further reduce financial flexibility, require alterations in strategies and affect future operating results. If we were to encounter difficulties obtaining access to capital markets for such needs or opportunities, this could negatively impact our future operating results.
Legal, governmental, legislative or administrative proceedings, disputes or actions that result in adverse outcomes or unfavorable changes in government regulations may affect our businesses and operating results.
Adverse outcomes in litigation, governmental, legislative or administrative proceedings and/or other disputes may result in significant liability to the Company and affect our profitability or impose restrictions on the manner in which we conduct our business. Our businesses are also subject to various federal, state and local laws and regulations with which we must comply. Changes in applicable laws and regulations that impose additional requirements or restrictions on the manner in which we operate our businesses could increase our operating costs.
Failure of our internal control over financial reporting could materially impact our business and results.
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. An internal control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all internal control systems, internal control over financial reporting may not prevent or detect misstatements. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud, and could expose us to litigation or adversely affect the market price of our common stock.
Changes in accounting standards could materially impact our results.
Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations for many aspects of our business, such as accounting for insurance and self-insurance, inventories, goodwill and intangible assets, store closures, leases, income taxes and share-based payments, are highly complex and involve subjective judgments. Changes in these rules or their interpretation could significantly change or add significant volatility to our reported earnings without a comparable underlying change in cash flow from operations.
We may experience technology failures which could have a material adverse effect on our business.
We have large, complex information technology systems that are important to our business operations. Although we have an off-site disaster recovery center and have installed security programs and procedures, security could be compromised and technology failures and systems disruptions could occur. This could result in a loss of sales or profits or cause us to incur significant costs, including payments to third parties for damages.
Severe weather and natural disasters can adversely impact our operations, our suppliers or the availability and cost of products we purchase.
Severe weather conditions and natural disasters could damage our properties and adversely impact the geographic areas where we conduct our business. Severe weather and natural disasters could also affect the suppliers from whom we procure products and could cause disruptions in our operations and affect our supply chain capabilities. In addition, unseasonably adverse climatic conditions that impact growing conditions and the crops of food producers may adversely affect the availability or cost of certain products.
Unions may attempt to organize our employees.
While our management believes that our employee relations are good, we cannot be assured that we will not experience pressure from labor unions or become the target of campaigns similar to those faced by our competitors. We have always respected our employees’ right to unionize or not to unionize. However, the unionization of a significant portion of our workforce could increase our overall costs at the affected locations and adversely affect our flexibility to run our business in the most efficient manner to remain competitive or acquire new business. In addition, significant union representation would require us to negotiate wages, salaries, benefits and other terms with many of our employees collectively and could adversely affect our results of operations by increasing our labor costs or otherwise restricting our ability to maximize the efficiency of our operations.
Costs related to a multi-employer pension plan, which has liabilities in excess of plan assets, may have a material adverse effect on the Company’s financial condition and results of operations.
The Company participates in the Central States Southeast and Southwest Areas Pension Funds (“CSS” or “the plan”), a multi-employer pension plan, for certain unionized employees. The Company’s contributions to the plan may escalate in future years should we withdraw from the plan or due to factors outside the Company’s control, including the bankruptcy or insolvency of other participating employers, actions taken by trustees who manage the plan, government regulations, or a funding deficiency in the plan. Escalating costs associated with the plan may have a material adverse effect on the Company’s financial condition and results of operations.
CSS adopted a rehabilitation plan as a result of its actuarial certification for the plan year beginning January 1, 2008 which placed the plan in critical status. The Actuarial Certification of Plan Status as of January 1, 2011 certified that the Central States Pension Fund remains in critical status with a funded percentage of 58.9%. The plan adopted an updated rehabilitation plan effective December 31, 2010 which implements additional measures to improve the plan’s funded level, including establishing an increased minimum retirement age and actuarially adjusting certain pre-age 65 benefits for participants who retire after July 1, 2011. Despite these changes, we can make no assurances of the extent to which the updated rehabilitation plan will improve the funded status of the plan.
Effective July 9, 2009, the trustees of CSS formalized a decision to terminate the participation of YRC Worldwide, Inc. (formerly Yellow Freight and Roadway Express, “YRC”) and USF Holland, Inc. from the pension fund. Under an agreement between the Teamsters and YRC dated September 24, 2010, which was eventually ratified by the membership, YRC resumed participation in the plan effective June 1, 2011 at a reduced contribution rate. At this time, there is no change to the funding obligations due from other participating employers in the fund as a result of this agreement; however, further developments may necessitate a reevaluation of the funding obligations at some point in the future.
The underfunding of the plan is not a direct obligation or liability of the Company, however, it is possible that the Company’s contributions to the plan may increase in future years as a result of the plan’s funding status. The amount of any potential increase in contributions would depend upon several factors, including the number of employers contributing to the plan, results of the Company’s collective bargaining efforts, investment returns on assets held by the plan, actions taken by the trustees of the plan, and actions that the Federal government may take. Moreover, if the Company were to exit certain markets or otherwise cease making contributions to the plan, the Company could trigger a substantial withdrawal liability. We are currently unable to reasonably estimate such liability. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated.
Increases in employee benefit costs and other labor relations issues may lead to labor disputes and disruption of our businesses.
If we are unable to control health care costs, other wage and benefit costs, or gain operational flexibility under our collective bargaining agreements, we may experience increased operating costs and an adverse impact on future results of operations. There can be no assurance that the Company will be able to negotiate the terms of any expiring or expired agreement in a manner that is favorable to the Company. Therefore, potential work disruptions from labor disputes could result, which may affect future revenues and profitability.
We are subject to the risk of product liability claims, including claims concerning food and prepared food products.
The sale of food and prepared food products for human consumption may involve the risk of injury. Injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling and transportation phases. We cannot be sure that consumption of products we distribute and sell will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters.
Negative publicity related to these types of concerns, or related to product contamination or product tampering, whether valid or not, might negatively impact demand for products we distribute and sell, or cause production and delivery disruptions. We may need to recall products if any of these products become unfit for consumption. Costs associated with these potential actions could adversely affect our operating results.
Threats or potential threats to security may adversely affect our business.
Threats or acts of terror, data theft, information espionage, or other criminal activity directed at the food industry, the transportation industry, or computer or communications systems, including security measures implemented in recognition of actual or potential threats, could increase security costs and adversely affect our operations.
We depend upon vendors to supply us with quality merchandise at the right time and at the right price.
We depend heavily on our ability to purchase merchandise in sufficient quantities at competitive prices. We have no assurances of continued supply, pricing, or access to new products and any vendor could at any time change the terms upon which it sells to us or discontinue selling to us. Sales demands may lead to insufficient in-stock positions of our merchandise.
Significant changes in our ability to obtain adequate product supplies due to weather, food contamination, regulatory actions, labor supply, or product vendor defaults or disputes that limit our ability to procure products for sale to customers could have an adverse effect on our operating results.
Maintaining our reputation and corporate image is essential to our business success.
Our success depends on the value and strength of our corporate name and reputation. Our name, reputation and image are integral to our business as well as to the implementation of our strategies for expanding our business. Our business prospects, financial condition and results of operations could be adversely affected if our public image or reputation were to be tarnished by negative publicity including dissemination via print, broadcast or social media, or other forms of Internet-based communications. Adverse publicity about regulatory or legal action against us could damage our reputation and image, undermine our customers’ confidence and reduce long-term demand for our products and services, even if the regulatory or legal action is unfounded or not material to our operations. Any of these events could have a negative impact on our results of operations and financial condition.
The foregoing discussion of risk factors is not exhaustive and we do not undertake to revise any forward-looking statement to reflect events or circumstances that occur after the date the statement is made.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
Our principal executive offices are located in Minneapolis, Minnesota and consist of approximately 134,900 square feet of office space in a building that we own.
Military Segment
The table below lists the locations and sizes of our facilities used in our Military segment as of December 29, 2012. Unless otherwise indicated, we own each of these distribution centers. The lease expiration dates range from November 2013 to November 2029. The lease that expires in November 2013 is for additional freezer space at our Norfolk, Virginia facility. This lease has multiple one-year renewal options remaining.
(1) Includes 273,000 square feet that we lease.
(2) Leased facility.
(3) Leased location requiring periodic lease payments to the holder of the outstanding industrial revenue bond. As of December 29, 2012, the outstanding industrial revenue bond associated with this location was held by the Company, and upon expiration of the lease terms, the Company will take title to the property upon redemption of the outstanding bond.
(4) Includes 150,000 square feet that we lease.
Food Distribution Segment
The table below lists, as of December 29, 2012, the locations and sizes of our distribution centers primarily used in our food distribution operations.Unless otherwise indicated, we own each of these distribution centers. The lease expirations range from February 2015 to July 2016. The leases have additional renewal option periods available.
(1) Includes 79,300 square feet that we lease.
(2) Includes 6,400 square feet that we lease.
(3) Leased facility.
(4) Includes 5,500 square feet that we lease.
Retail Segment
The table below contains selected information regarding our 75 corporate-owned stores as of December 29, 2012. We own the facilities of 29 of these stores and lease the facilities of 46 of these stores.
As of December 29, 2012, the aggregate square footage of our 75 retail grocery stores totaled 3,242,924 square feet.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are engaged from time-to-time in routine legal proceedings incidental to our business. We do not believe that these routine legal proceedings, taken as a whole, will have a material impact on our business or financial condition.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted on the NASDAQ Global Select Market and currently trades 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 our common stock as reported by the NASDAQ Global Select Market, and the quarterly cash dividends paid per share of common stock. As of February 13, 2013, there were 1,696 stockholders of record.
On February 26, 2013, the Nash Finch Board of Directors declared a cash dividend of $0.18 per common share, payable on March 22, 2013, to stockholders of record as of March 8, 2013.
Total Shareholder Return Graph
The line graph below compares the cumulative total shareholder return on the Company’s common stock for the last five fiscal years with cumulative total return on the S&P SmallCap 600 Index and the peer group index described below. This graph assumes a $100 investment in each of Nash Finch Company, the S&P SmallCap 600 Index and the peer group index at the close of trading on December 29, 2007, and also assumes the reinvestment of all dividends. The stock price performance shown below is not necessarily indicative of future performance.
The peer group represented in the line graph above includes the following eight publicly traded companies: SuperValu Inc.; Arden Group, Inc.; Ingles Markets, Incorporated; Harris Teeter Supermarkets, Inc. (formerly Ruddick Corporation); Spartan Stores, Inc.; United Natural Foods, Inc.; Weis Markets, Inc. and Core-Mark Holding Company, Inc. The peer group cumulative return is weighted by market capitalization of each peer company as of the beginning of the five-year performance period.
From time-to-time, the peer group companies have changed due to merger and acquisition activity, bankruptcy filings, company delistings and other similar occurrences. During fiscal 2012, we removed The Great Atlantic & Pacific Tea Company, Inc. from our peer group, since they are now a private company after emerging from bankruptcy in 2012.
The performance graph above is being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Summary of Operations
Five years ended December 29, 2012 (not covered by Independent Auditors’ Report)
(Dollar amounts in thousands except per share amounts)
(1) Information presented for fiscal 2009 reflects our acquisition on January 31, 2009, from GSC Enterprises, Inc., of three distribution centers which service military commissaries and exchanges. More generally, discussion regarding the comparability of information presented in the table above or material uncertainties that could cause the selected financial data not to be indicative of future financial condition or results of operations can be found in Part 1, Item 1A of this report, “Risk Factors,” Part II, Item 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
In terms of revenue, we are the largest food distributor serving military commissaries and exchanges in the United States. Our business consists of three primary operating segments: Military, Food Distribution and Retail.
Our Military segment contracts with manufacturers to distribute a wide variety of grocery products to military commissaries and exchanges located in the United States, the District of Columbia, Europe, Puerto Rico, Cuba, the Azores, Egypt and Bahrain. We have over 30 years of experience acting as a distributor to U.S. military commissaries and exchanges. On December 1, 2009, we purchased a facility in Columbus, Georgia which began servicing military commissaries and exchanges in the third quarter of fiscal 2010. During the third quarter of fiscal 2010, we purchased facilities in Bloomington, Indiana and Oklahoma City, Oklahoma for expansion of our military food distribution business. The Bloomington, Indiana facility became operational during the fourth quarter of fiscal 2010, while the renovated Oklahoma City, Oklahoma facility became operational during the first quarter of fiscal 2012. During the third quarter of fiscal 2012, we transferred the operations of our Military distribution center in Jessup, Maryland to a larger facility in Landover, Maryland. In addition, we purchased the real estate associated with our Pensacola, Florida facility and a Norfolk, Virginia facility, which had previously been leased, during the third quarter of fiscal 2010 and the first quarter of fiscal 2011, respectively.
Our Food Distribution segment sells and distributes a wide variety of nationally branded and private label grocery products and perishable food products from 13 distribution centers to approximately 1,500 independent retail locations and corporate-owned retail stores located in 31 states, primarily in the Midwest, Great Lakes, and Southeast regions of the United States.
Our Retail segment operated 75 corporate-owned stores primarily in the Upper Midwest as of December 29, 2012. During the second quarter of 2012, we acquired twelve Bag ‘N Save® supermarkets located in Omaha and York, Nebraska. During the third quarter of 2012, we acquired eighteen No Frills® supermarkets located in Nebraska and western Iowa. This expansion of the Retail segment, including the addition of one store in the fourth quarter of 2012, was offset by the sale of two stores since the end of fiscal 2011. Primarily due to highly competitive conditions in which supercenters and other alternative formats compete for price conscious customers, we also closed or sold two retail stores in 2010 and six retail stores in 2011. We are implementing initiatives of varying scope and duration with a view toward improving our financial performance under these highly competitive conditions. These initiatives include designing and reformatting some of our retail stores into alternative formats to increase overall retail sales performance. During the third quarter of 2012, we converted two of our existing retail stores to our Family Fresh Market® format. As we continue to assess the impact of performance improvement initiatives and the operating results of individual stores, we may need to recognize impairments of long-lived assets and goodwill associated with our Retail segment, and may incur restructuring or other charges in connection with closure or sales activities. The Retail segment yields a higher gross profit percent of sales and higher selling, general and administrative (“SG&A”) expenses as a percent of sales compared to our Food Distribution and Military segments. Thus, changes in sales of the Retail segment can have a disproportionate impact on consolidated gross profit and SG&A as compared to similar changes in sales in our Food Distribution and Military segments.
Results of Operations
The following discussion summarizes our operating results for fiscal 2012 compared to fiscal 2011 and fiscal 2011 compared to fiscal 2010.
Sales
The following tables summarize our sales activity for fiscal 2012, 2011 and 2010.
Total Company sales declined 0.7% during fiscal 2012 as compared to the prior year. The No Frills® and Bag ‘N Save® acquisitions resulted in a $215.2 million increase in Retail segment sales, partially offset by a $119.7 million decrease in Food Distribution segment sales due to the sales to those former Food Distribution customers now being reported in the Retail segment. Adjusted for the effect of these acquisitions and other factors impacting comparability of sales, primarily the sale and closing of retail stores, total Company comparable sales declined 2.4% during fiscal 2012. The decline in total Company comparable sales was due to the items specifically outlined in our discussion of the sales of our reporting segments below, as well as market conditions impacting our industry, such as competition from supercenters and warehouse clubs, changes in consumer buying habits, and changes impacting sales to commissaries, including changes in purchasing patterns by DeCA for certain geographical regions, among other factors.
Total Company sales declined 3.6% during fiscal 2011 as compared to the prior year. However, excluding the impact of the sales decrease of $53.2 million attributable to the previously announced transition of a portion of a Food Distribution customer buying group to another supplier during 2010, and the sales decrease of $39.1 million due to the sale or closing of six retail stores, total Company fiscal 2011 comparable sales decreased 1.8% relative to the prior year. The decline in total Company comparable sales was due to the items specifically outlined in our discussion of the sales of our reporting segments below, as well as market conditions impacting our industry, such as competition from supercenters and warehouse clubs, changes in consumer buying habits, and changes impacting sales to commissaries, including changes in purchasing patterns by DeCA for certain geographical regions, among other factors.
Fiscal 2012 Military sales decreased 1.8% in comparison to fiscal 2011. During fiscal 2012, a larger portion of Military sales were made on a consignment basis, which are included in our reported sales on a net basis. The year-over-year increase in consignment sales was approximately $8.7 million in fiscal 2012. Including the impact of consignment sales, comparable Military sales decreased 1.4% during fiscal 2012. The comparable decrease in fiscal 2012 Military sales is due to a 6.5% decrease in sales overseas and a 0.9% decrease in domestic sales. Overseas sales were negatively impacted by troop reductions in Europe and the closure or remodeling of certain overseas commissaries. Domestic sales were negatively impacted by competitive pressures in one of our core geographical markets.
Fiscal 2011 Military sales increased 2.3% in comparison to fiscal 2010. During fiscal 2011, a larger portion of Military sales were made on a consignment basis, which are included in our reported sales on a net basis. The year-over-year increase in consignment sales was approximately $15.0 million in fiscal 2011. Including the impact of consignment sales, comparable Military sales increased 2.9% in fiscal 2011 compared to the prior year. The comparable increase in fiscal 2011 Military sales is due to a 6.7% increase in sales overseas and a 1.5% increase in domestic sales. Overseas sales were positively impacted by strong sales in European commissaries and increased purchases by DeCA to build up inventory levels. Domestic sales were positively impacted by the opening of our Bloomington, Indiana facility in late 2010, which resulted in additional distribution contracts and sales in fiscal 2011.
Domestic and overseas sales represented the following percentages of Military segment sales:
Fiscal 2012 Food Distribution sales decreased 9.2% in comparison to fiscal 2011. Our recent acquisitions were responsible for $119.7 million of the year-over-year decrease in sales. Excluding the impact of these acquisitions, Food Distribution sales decreased 3.3% compared to the prior year. This decrease was attributable to a reduction in sales to existing customers, as well as prior year sales to lost customers exceeding new account gains reflected in current year sales.
Fiscal 2011 Food Distribution sales decreased 8.3% in comparison to fiscal 2010. However, excluding the impact of the sales decrease of $53.2 million attributable to the previously announced transition of a portion of a Food Distribution customer buying group to another supplier during the second quarter 2010, Food Distribution sales declined 6.1%. This decrease was primarily due to account losses exceeding new account gains.
Retail sales for fiscal 2012 increased 41.8% in comparison to fiscal 2011. The increase in Retail sales is primarily attributable to our recent acquisitions, which were responsible for a $215.2 million increase in sales as compared to the prior year. This was partially offset by the effect of the sale and closing of retail stores since the beginning of the first fiscal quarter of 2011. Retail same store sales, which are defined as retail sales for stores in operation for the same number of weeks in the comparative periods, decreased by 1.1% in fiscal 2012. The decrease in our same store sales was primarily due to new competition from supercenters in one of our core markets.
Retail sales for fiscal 2011 decreased 9.3% in comparison to fiscal 2010. The decrease in Retail sales for fiscal 2011 was primarily attributable to the sale or closing of six retail stores since the beginning of the first fiscal quarter of 2011. Retail same store sales decreased by 2.1% in fiscal 2011. The decrease in our same store sales was primarily due to new competition from supercenters as well as efforts by our competitors to improve their market share in our core markets through remodels and store conversions.
During fiscal 2012, 2011 and 2010, our corporate store count changed as follows:
The table excludes corporate-owned stand-alone pharmacies and convenience stores.
Gross Profit
Consolidated gross profit for fiscal 2012 was 8.1% of sales compared to 7.8% for fiscal 2011 and 8.0% for fiscal 2010.
Our fiscal 2012 gross profit margin was favorably impacted by 0.9% of sales in comparison to fiscal 2011 due to changes in the sales mix between our business segments between the years. This was primarily due to our recent acquisitions, which were responsible for a significant increase in Retail segment sales during fiscal 2012. The Retail segment has a higher gross profit margin than the Food Distribution and Military segments. Partially offsetting this was a negative impact from higher inflation in the prior year period, which resulted in a higher than normal prior year gross margin performance. In addition, declines in perishable commodity prices in the current year temporarily impacted gross margin performance.
Our fiscal 2011 gross profit margin was negatively affected by 0.3% of sales in comparison to fiscal 2010 due to non-cash LIFO charges which do not impact Consolidated EBITDA. Our overall gross profit margin was also negatively affected by 0.2% of sales during fiscal 2011 due to a sales mix shift between our business segments between the years. This was due to a higher percentage of 2011 sales occurring in the Military segment, which has a lower gross profit margin than the Retail and Food Distribution segments. Excluding the impacts of LIFO and the sales mix shift, our overall gross profit margin improved by 0.4% compared to the prior year period as a result of gains achieved from initiatives that focused on better management of inventories.
Selling, General and Administrative Expense
Consolidated SG&A for fiscal 2012 was 6.0% in comparison to 5.4% for the prior year. Our SG&A margin was negatively impacted by 0.8% of sales in comparison to the prior year due to a sales mix shift between our business segments between the years. This was primarily due to our recent acquisitions, which were responsible for a significant increase in Retail segment sales during fiscal 2012. In addition, during fiscal 2012 we recorded impairment charges on long-lived assets of $13.1 million related to our Food Distribution facility in Westville, Indiana and our Military distribution center in Junction City, Kansas, as referenced in Part II, Item 8 of this report under Note (5) - “Long-Lived Asset Impairment Charges”. This negatively impacted our SG&A margin by 0.3%. Partially offsetting this, our SG&A margin was positively impacted in comparison to the prior year period due in part to lower incentive plan expenses.
Consolidated SG&A for fiscal 2011 was 5.4% in comparison to 5.3% for the prior year. Since our Military segment has lower SG&A expenses as a percent of sales compared to our other business segments, our SG&A margin benefited by 0.2% of sales in fiscal 2011 from the sales mix shift between our business segments due to the higher level of Military sales relative to the other business segments in 2011. However, we experienced unusual professional fees of $2.5 million primarily for costs related to a merger and acquisition transaction that was not completed, a loss on the write-down of long-lived assets of $2.1 million which was in connection with the sale of four retail stores completed in the second quarter, and restructuring costs related to Food Distribution overhead centralization of $1.6 million that negatively impacted our SG&A margin during fiscal 2011. Transactions of the types noted above are infrequent in nature; however, the pursuit of future acquisition opportunities, testing the value of long-lived assets, as well as the potential for restructuring of certain operations or divestment of certain locations, may result in the recognition of similar charges in the future.
Gain on Acquisition of a Business
A pre-tax gain on the acquisition of a business of $6.6 million was recognized during the second quarter 2012 related to the acquisition of twelve Bag ’N Save® supermarkets located in Omaha and York, Nebraska. The fair value of the identifiable assets acquired, net of liabilities assumed, of $36.3 million exceeded the purchase price paid for the business of $29.7 million. Consequently, we reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate. As a result, the Company recognized a pre-tax gain of $6.6 million in the second quarter 2012 associated with this acquisition. The gain is included in the line item “Gain on acquisition of a business” in the Consolidated Statements of Income (Loss).
Goodwill Impairment
During the second quarter of 2012, we performed an impairment test of goodwill due to market conditions as of the end of our fifth fiscal period. The Company’s market capitalization as calculated, using the share price multiplied by the shares outstanding, had declined in the second quarter and from fiscal year end 2011 resulting in a market value significantly lower than the fair value of the business segments. We recorded a goodwill impairment charge of $132.0 million in the second quarter of fiscal 2012, of which $113.0 million related to our Food Distribution segment and $19.0 million related to our Retail segment.
Annually, we perform an impairment test of goodwill during the fourth quarter based on conditions as of the end of our third fiscal quarter in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 (“ASC 350”). As a result of this annual impairment test, we recorded a goodwill impairment charge of $34.6 million in the fourth quarter of fiscal 2012 that related to our Military segment. Including the goodwill impairment charge recorded in the second quarter of fiscal 2012, which is referenced above, total goodwill impairment charges recorded during fiscal 2012 were $166.6 million. No goodwill impairment charges were recorded during fiscal 2011 or fiscal 2010. At the end of fiscal year 2012 there is $22.9 million of goodwill associated with the Retail segment. We will test goodwill for impairment annually or more frequently if we believe indicators of impairment exist. Such indicators include a decline in expected future cash flows, unanticipated competition, slower growth rates, increase in discount rates, or a sustained significant decline in our share price and market capitalization, among others. Any adverse change in these factors could have a significant impact on the recoverability of our goodwill and could have a material impact on our consolidated financial statements. Please refer to Part II, Item 8 in this report under Note (1) - “Summary of Significant Accounting Policies” under the caption “Goodwill and Intangible Assets” of this Form 10-K for additional information pertaining to our annual goodwill impairment analysis and the impairment charges recorded during fiscal 2012.
Depreciation and Amortization Expense
Depreciation and amortization expense for fiscal 2012, 2011 and 2010 was $37.8 million, $35.7 million and $36.1 million, respectively. The increase in depreciation and amortization expense for fiscal 2012 in comparison to fiscal 2011 was primarily attributable to the acquisitions of retail stores in 2012, as well as the impact of our Military distribution facility in Oklahoma City becoming operational in the first quarter of 2012. The decrease in depreciation and amortization expense for fiscal 2011 in comparison to fiscal 2010 was attributable to lower depreciation and amortization expense in our Food Distribution and Retail segments, partially offset by increased depreciation and amortization expense in our Military segment.
Interest Expense
Interest expense remained flat at $24.9 million in comparison to the prior year. Average borrowing levels increased by $36.6 million to $377.0 million during fiscal 2012 from $340.4 million during fiscal 2011, primarily due to our acquisitions of retail stores in 2012. The effective interest rate was 3.8% for fiscal 2012 as compared to 4.7% for fiscal 2011. The decrease in the average effective interest rate in fiscal 2012 was due to a lower effective interest rate on our revolving credit facility in 2012, as well as the impact of the write off of deferred financing costs in 2011, which increased the effective interest rate for the prior year.
Interest expense increased $1.5 million to $24.9 million in fiscal 2011 as compared to $23.4 million in fiscal 2010. Average borrowing levels increased by $6.8 million to $340.4 million during fiscal 2011 from $333.6 million during fiscal 2010. The effective interest rate was 4.7% for fiscal 2011 as compared to 4.5% for fiscal 2010. The increases in interest expense and the average effective interest rate in fiscal 2011 were primarily due to the write off of $1.8 million in deferred financing costs during the fourth quarter of fiscal 2011 due to the refinancing of the Company’s asset-backed credit agreement. This had the effect of increasing the average effective interest rate for fiscal 2011 by 0.5%.
The calculation of our effective interest rates excludes non-cash interest required to be recognized on our senior subordinated convertible notes. Non-cash interest expense recognized was $6.2 million, $5.8 million and $5.3 million during fiscal 2012, 2011 and 2010, respectively. Additionally, the calculation of our average borrowing levels includes the unamortized equity component of our senior subordinated convertible notes that is required to be recognized. The inclusion of the unamortized equity component brings the basis in our senior subordinated convertible notes to $150.1 million for purposes of calculating our average borrowing levels, or their aggregate issue price, which we are required to pay semi-annual cash interest on at a rate of 3.50% until March 15, 2013.
Income Tax Expense
The effective tax rate for income from continuing operations was 22.9%, 38.7% and 29.4% for fiscal 2012, 2011 and 2010, respectively. Income tax expense from continuing operations differed from amounts computed by applying the federal income tax rate to pre-tax income as a result of the following:
The effective tax rate for fiscal 2012 was primarily affected by the tax effect of the non-deductible portion of the goodwill impairment charge of $16.2 million. The effective tax rate for fiscal 2012 was also impacted by the reversal of previously unrecognized tax benefits of $0.3 million primarily due to statute of limitation closures and audit resolutions and an increase in reserves of $0.1 million. The effective tax rate for fiscal 2011 was impacted by the reversal of previously unrecognized tax benefits of $0.1 million primarily due to statute of limitation closures and audit resolutions, an increase in reserves of $0.1 million and non-deductible goodwill charges of $0.1 million. The effective tax rate for fiscal 2010 was impacted by the increase in tax reserves of $3.4 million and the realization of previously unrecognized tax benefits of $13.6 million primarily due to statute of limitation expirations and audit resolutions.
Net Earnings (Loss)
During fiscal 2012, we recorded a net loss of $93.9 million, or $7.24 per diluted share, compared to net earnings of $35.8 million, or $2.74 per diluted share, for fiscal 2011, and net earnings of $50.9 million, or $3.86 per diluted share, for fiscal 2010. Net earnings in each of the three years were affected by a number of events included in the discussion above that affected the comparability of results.
Liquidity and Capital Resources
Historically, we have financed our capital needs through a combination of internal and external sources. We expect that cash flow from operations will be sufficient to meet our working capital needs, with temporary draws on our revolving credit line during the year to build inventories for certain holidays. Longer term, we believe that cash flows from operations, short-term bank borrowing, various types of long-term debt and lease and equity financing will be adequate to meet our working capital needs, planned capital expenditures and debt service obligations. There can be no assurance, however, that we will continue to generate cash flows at current levels as our business is sensitive to trends in consumer spending at our customer locations and our owned retail food stores, as well as certain factors outside of our control, including, but not limited to, the current and future state of the U.S. and global economy, competition, recent and potential future disruptions to the credit and financial markets in the U.S. and worldwide and continued volatility in food and energy commodities. Please see Part I, Item 1A “Risk Factors” of this Form 10-K for a more detailed discussion of potential factors that may have an impact on our liquidity and capital resources.
The following table summarizes our cash flow activity for fiscal 2012, 2011 and 2010 and should be read in conjunction with the consolidated statements of cash flows:
Operating cash flows were $50.7 million for fiscal 2012, a decrease of $70.4 million from $121.1 million in fiscal 2011. An increase in our investment in our inventories of $31.3 million during fiscal 2012 as compared to a decrease in our inventories of $11.7 million during fiscal 2011 was responsible for a significant portion of the decrease in operating cash flows during fiscal 2012. The increase in our inventories in fiscal 2012 was primarily driven by expansion opportunities associated with our Military business, specifically, the opening of our distribution center in Oklahoma City and the transfer of our Jessup, Maryland operations to a larger facility in Landover, Maryland. The other significant factor impacting our operating cash flows in fiscal 2012 was our net earnings, which after adjusting for reconciling items to convert them to net cash provided, were $25.4 million lower than in fiscal 2011.
Operating cash flows were $121.1 million for fiscal 2011, an increase of $55.0 million from $66.1 million in fiscal 2010. A decrease in our investment in our inventories of $11.7 million during fiscal 2011 as compared to an increase in our inventories of $47.8 million during fiscal 2010 is the primary factor driving the increase in operating cash flows during fiscal 2011 as compared to fiscal 2010. The decrease in our inventories during fiscal 2011 was due to more effective inventory management, while the increase during fiscal 2010 was driven by expansion activities associated with our Military business.
Cash used for investing activities was $111.4 million in fiscal 2012, which consisted primarily of $78.3 million for the acquisition of retail stores from No Frills and Bag ‘N Save and $39.5 million for additions to property, plant and equipment. The additions to property, plant and equipment in fiscal 2012 consisted of investments in our retail stores, including remodeling activities, and investments in the new Military segment facility in Landover, Maryland, among other investments. Cash used for investing activities was $83.6 million in fiscal 2011, which consisted primarily of additions to property, plant and equipment of $68.6 million, loans to customers of $11.0 million and the acquisition of Retail segment properties totaling $8.8 million. The additions to property, plant and equipment during fiscal 2011 consisted primarily of our purchase of our Norfolk, Virginia property during the first quarter of fiscal 2011, which had previously been a leased location, and expansion activities associated with our Military segment, primarily construction costs related to our Oklahoma City, Oklahoma facility. Cash used for investing activities was $57.9 million in fiscal 2010, which consisted primarily of additions to property, plant and equipment of $59.3 million. The additions to property, plant and equipment during fiscal 2010 consisted primarily of expansion activities associated with our Military segment, including the purchase of new facilities in Bloomington, Indiana and Oklahoma City, Oklahoma, the addition of fixtures and equipment and conversion activities associated with our Columbus, Georgia facility, and our purchase of our Pensacola, Florida property, which had previously been a leased location.
Cash provided by financing activities was $61.2 million for fiscal 2012, which consisted primarily of $72.6 million in proceeds from long-term debt, partially offset by $8.8 million in dividend payments. The proceeds from long-term debt were primarily used to finance the acquisition of retail stores from No Frills and Bag ‘N Save. Cash used by financing activities was $37.6 million for fiscal 2011, which consisted primarily of $19.6 million in net payments of long-term debt, $8.7 million used to pay dividends on our common stock and $3.8 million in deferred financing costs related to the refinancing of the Company’s asset-backed revolving credit facility. Cash used by financing activities was $8.2 million for fiscal 2010 which consisted primarily of $22.0 million used to repurchase shares of our common stock and $8.9 million in dividend payments, which were partially offset by net proceeds of long-term debt of $29.4 million.
Share Repurchase
On November 10, 2009, our Board of Directors approved a share repurchase program authorizing the Company to spend up to $25.0 million to purchase shares of the Company’s common stock (“2009 Repurchase Program”). The 2009 Repurchase Program took effect on November 16, 2009 and expired on December 31, 2010. During fiscal 2010, we repurchased a total of 643,234 shares for $22.8 million, at an average price per share of $35.42.
The average price per share referenced above includes commissions.
Contractual Obligations and Commercial Commitments
The following table summarizes our significant contractual cash obligations as of December 29, 2012, and the expected timing of cash payments related to such obligations in future periods:
(1) Refer to Part II, Item 8 in this report under Note (7) - “Long-term Debt and Bank Credit Facilities” for additional information regarding long-term debt.
(2) The interest on long-term debt for periods subsequent to fiscal 2017 reflects our Senior Subordinated Convertible Debt accreted interest for fiscal 2018 through 2035, should the convertible debt remain outstanding until maturity. Interest payments assume debt is held to maturity. For variable rate debt, the current interest rates applicable as of December 29, 2012, were assumed for the remainder of the term.
(3) Lease obligations primarily relate to store locations for our Retail segment, as well as store locations subleased to independent food distribution customers. A discussion of lease commitments can be found in Part II, Item 8 in this report under Note (12) - “Leases” in the Notes to Consolidated Financial Statements and under the caption “Lease Commitments” in the Critical Accounting Policies section below.
(4) Includes amounts classified as imputed interest.
(5) Our benefit obligations include obligations related to third-party sponsored defined benefit pension and post-retirement benefit plans. For a further discussion see Part II, Item 8 in this report under Note (17) - “Pension and Other Post-retirement Benefits” in the Notes to Consolidated Financial Statements.
(6) The amount of purchase obligations shown in the table represents the amount of product we are contractually obligated to purchase. The majority of our purchase obligations involve purchase orders made in the ordinary course of business, which are not included in the table above. Our purchase orders are based on our current needs and are fulfilled by our vendors within very short time horizons. The purchase obligations shown in this table also exclude agreements that are cancelable by us without significant penalty, which include contracts for routine outsourced services.
(7) Payments for reserved tax contingencies are not included as the timing of specific tax payments is not determinable.
We have also made certain commercial commitments that extend beyond 2012. These commitments include standby letters of credit and guarantees of certain Food Distribution customer lease obligations. The following summarizes these commitments as of December 29, 2012:
(1) Letters of credit relate primarily to supporting workers’ compensation obligations.
(2) Refer to Part II, Item 8 of this report under Note (13) - “Concentration of Credit Risk” in the Notes to Consolidated Financial Statements and under the caption “Guarantees of Debt and Lease Obligations of Others” in the Critical Accounting Policies section below for additional information regarding debt guarantees, lease guarantees and assigned leases.
Asset-backed Credit Agreement
On December 21, 2011, the Company and its subsidiaries entered into a credit agreement and related security and other agreements with Wells Fargo and the Lenders party thereto (the "Credit Agreement"), providing for a $520.0 million revolving asset-backed credit facility, which included a $50.0 million Swing Line sub-facility and a $75.0 million letter of credit sub-facility (the "Revolving Credit Facility"). At the inception of the agreement, we were required to maintain a reserve of $100.0 million with respect to the Senior Subordinated Convertible Debt, which reserve has now increased to $150.0 million commencing on December 15, 2012. Provided no event of default is then existing or would arise, the Company may from time-to-time, request that the Revolving Credit Facility be increased by an aggregate amount (for all such requests) not to exceed $250.0 million. On December 21, 2011, the Company (a) borrowed $151.7 million under the Revolving Credit Facility to pay-off outstanding principal and interest due pursuant to the credit agreement among the Company, various Lenders, Bank of America, N.A , as Administrative Agent, et al, dated as of April 11, 2008 (the "B of A Credit Agreement"), to pay closing costs and for other general corporate purposes and (b) rolled forward its existing letters of credit totaling $11.0 million into the new Credit Agreement. The Credit Agreement is collateralized by a first priority perfected security interest on all real and personal property of the Company and its subsidiaries, including (i) a perfected pledge of all of the equity interests held by the Company and its subsidiaries and (ii) mortgages encumbering certain real estate owned by the Company, subject to certain exceptions. The obligations of the Company and its subsidiaries under the Credit Agreement are unconditionally cross-guaranteed by the Company and its subsidiaries.
The syndicate of lenders for the original Credit Agreement included: Wells Fargo Capital Finance, LLC, as Administrative Agent, Collateral Agent, Swing Line Lender; Wells Fargo Bank, N.A. and Bank of America, N.A. as L/C Issuers; JPMorgan Chase Bank, N.A. and BMO Harris Bank, N.A. as Syndication Agents; Bank of America, N.A. and Barclays Bank PLC as Documentation Agents; and Wells Fargo Capital Finance, LLC, J.P. Morgan Securities LLC, BMO Capital Markets and Merrill Lynch, Pierce, Fenner and Smith Incorporated as Joint Lead Arrangers and Joint Book Managers.
On November 27, 2012, the Company and its subsidiaries entered into Amendment No. 1 (the “Amendment”) to its Credit Agreement dated as of December 21, 2011.
Among other things, the Amendment (i) increased the commitments under the Credit Agreement by $70.0 million to $590.0 million, including within the increase a first-in last-out tranche (“FILO Tranche Loans”) of $30.0 million which amortizes by $2.5 million on the first day of each fiscal quarter beginning March 24, 2013, (ii) extended the maturity of the Credit Agreement by one year to December 21, 2017, and (iii) provided for increases to advance rates of certain components of the borrowing base as well as permitting the inclusion of asset classes in the borrowing base that were previously excluded.
The principal amount outstanding under the amended Revolving Credit Facility, plus interest accrued and unpaid thereon, will be due and payable in full at maturity on December 21, 2017. The Company can elect, at the time of borrowing, for loans to bear interest at a rate equal to either the base rate or LIBOR plus a margin. The LIBOR interest rate margin can vary quarterly in 0.25% increments between three pricing levels ranging from 1.50% to 2.00%, except for FILO Tranche Loans which bear interest at a rate equal to LIBOR plus 2.75%. The pricing levels for the non-FILO Tranche Loans are based on the Excess Availability, which is defined in the Credit Agreement as (a) the lesser of (i) the borrowing base; or (ii) the aggregate commitments; minus (b) the aggregate of the outstanding credit extensions. The LIBOR interest rate margin was 1.75% as of December 29, 2012.
The Credit Agreement contains no financial covenants unless and until (i) the continuance of an event of default under the Credit Agreement, or (ii) the failure of the Company to maintain Excess Availability equal to or greater than 10% of the borrowing base at any time, in which event, the Company must comply with a trailing 12-month basis consolidated fixed charge covenant ratio of 1.0 : 1.0, which ratio shall continue to be tested each period thereafter until Excess Availability exceeds 10% of the borrowing base for three consecutive fiscal periods.
The Credit Agreement contains usual and customary covenants for a facility of this type requiring the Company and its subsidiaries, among other things, to maintain collateral, comply with applicable laws, keep proper books and records, preserve corporate existence, maintain insurance and pay taxes in a timely manner. Events of default under the Credit Agreement are usual and customary for transactions of this type, subject to, in specific instances, materiality and cure periods including, among other things: (a) any failure to pay principal thereunder when due or to pay interest or fees on the due date; (b) material misrepresentations; (c) default under other agreements governing material indebtedness of the Company; (d) default in the performance or observation of any covenants; (e) any event of insolvency or bankruptcy; (f) any final judgments or orders to pay more than $15.0 million that remain unsecured or unpaid; (g) change of control, as defined in the Credit Agreement; and (h) any failure of a collateral document, after delivery thereof, to create a valid mortgage or first-priority lien.
At December 29, 2012, $238.5 million was available under the Revolving Credit Facility after giving effect to outstanding borrowings and to $12.7 million of outstanding letters of credit primarily supporting workers’ compensation obligations. We are currently in compliance with all covenants contained within the Credit Agreement.
Our Revolving Credit Facility represents one of our primary sources of liquidity, both short-term and long-term, and the continued availability of credit under that agreement is of material importance to our ability to fund our capital and working capital needs.
Senior Subordinated Convertible Debt
On March 15, 2005, we completed a private placement of $150.1 million in aggregate issue price (or $322.0 million aggregate principal amount at maturity) of senior subordinated convertible notes due 2035. The notes are unsecured senior subordinated obligations and rank junior to our existing and future senior indebtedness, including borrowings under our Revolving Credit Facility.
Cash interest at the rate of 3.50% per year is payable semi-annually on the issue price of the notes until March 15, 2013. After that date, cash interest will not be payable, unless contingent cash interest becomes payable, and original issue discount for non-tax purposes will accrue on the notes at a daily rate of 3.50% per year until the maturity date of the notes. On the maturity date of the notes, a holder will receive $1,000 per note. Contingent cash interest will be paid on the notes during any six-month period, commencing March 16, 2013, if the average market price of a note for a ten trading day measurement period preceding the applicable six-month period equals 130% or more of the accreted principal amount of the note, plus accrued cash interest, if any. The contingent cash interest payable with respect to any six-month period will equal an annual rate of 0.25% of the average market price of the note for the ten trading day measurement period described above.
The notes will be convertible at the option of the holder, only upon the occurrence of certain events, at an adjusted conversion rate of 9.7224 shares (initially 9.3120) of our common stock per $1,000 principal amount at maturity of notes (equal to an adjusted conversion price of approximately $47.94 per share). Upon conversion, we will pay the holder the conversion value in cash up to the accreted principal amount of the note and the excess conversion value, if any, in cash, stock or a combination of both, at our option.
We may redeem all or a portion of the notes for cash at any time on or after the eighth anniversary of the issuance of the notes. Holders may require us to purchase for cash all or a portion of their notes on the 8th, 10th, 15th, 20th and 25th anniversaries of the issuance of the notes. In addition, upon specified change in control events, each holder will have the option, subject to certain limitations, to require us to purchase for cash all or any portion of such holder’s notes.
In connection with the closing of the sale of the notes, we entered into a registration rights agreement with the initial purchasers of the notes. In accordance with that agreement, we filed with the Securities and Exchange Commission on July 13, 2005, a shelf registration statement covering the resale by security holders of the notes and the common stock issuable upon conversion of the notes. The shelf registration statement was declared effective by the Securities and Exchange Commission on October 5, 2005. Our contractual obligation, however, to maintain the effectiveness of the shelf registration statement has expired. As a result, we removed from registration, by means of a post-effective amendment filed on July 24, 2007, all notes and common stock that remained unsold at such time.
Debt Obligations
For debt obligations, the following table presents principal cash flows, related weighted average interest rates by expected maturity dates and fair value as of December 29, 2012:
Consolidated EBITDA (Non-GAAP Measurement)
The following is a reconciliation of EBITDA and Consolidated EBITDA to net earnings for fiscal 2012, 2011 and 2010 (amounts in thousands):
EBITDA and Consolidated EBITDA are measures used by management to measure operating performance. EBITDA is defined as net earnings before interest, taxes, depreciation, and amortization. Consolidated EBITDA excludes certain non-cash charges and other items that management does not utilize in assessing operating performance and is a metric used to determine payout of performance units pursuant to our Short-Term and Long-Term Incentive Plans. The above table reconciles net earnings (loss) to EBITDA and Consolidated EBITDA. Not all companies utilize identical calculations; therefore, the presentation of EBITDA and Consolidated EBITDA may not be comparable to other identically titled measures of other companies. Neither EBITDA or Consolidated EBITDA are recognized terms under GAAP and do not purport to be an alternative to net earnings as an indicator of operating performance or any other GAAP measure. In addition, EBITDA and Consolidated EBITDA are not intended to be measures of free cash flow for management’s discretionary use since they do not consider certain cash requirements, such as interest payments, tax payments and capital expenditures.
Derivative Instruments
We have market risk exposure to changing interest rates primarily as a result of our borrowing activities. Our objective in managing our exposure to changes in interest rates is to reduce fluctuations in earnings and cash flows. From time-to-time we use derivative instruments, primarily interest rate swap agreements, to manage risk exposures when appropriate, based on market conditions. We do not enter into derivative agreements for trading or other speculative purposes, nor are we a party to any leveraged derivative instrument.
We entered into two interest rate swap agreements on October 15, 2010 with notional amounts totaling $17.5 million. The term of the agreements was for one year, and they expired on October 15, 2011. During the term of the agreements, these agreements were designated as cash flow hedges and were reflected at fair value in our Consolidated Balance Sheet and the related gains or losses on these contracts were deferred in stockholders’ equity as a component of other comprehensive income. Deferred gains and losses were amortized as an adjustment to expense over the same period in which the related items being hedged were recognized in income. However, to the extent that any of these contracts were not considered to be effective in accordance with ASC Topic 815 (“ASC 815”) in offsetting the change in the value of the items being hedged, any changes in fair value relating to the ineffective portion of these contracts were immediately recognized in income.
As of December 29, 2012, there were no interest rate swap agreements in existence.
Off-Balance Sheet Arrangements
As of the date of this report, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, often referred to as structured finance or special purpose entities, which are generally established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit and Finance Committee of our Board of Directors and with our independent auditors.
An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial statements. We consider the following accounting policies to be critical and could result in materially different amounts being reported under different conditions or using different assumptions:
Customer Exposure and Credit Risk
Allowance for Doubtful Accounts - Methodology. We evaluate the collectability of our accounts and notes receivable based on a combination of factors. In most circumstances when we become aware of factors that may indicate a deterioration in a specific customer’s ability to meet its financial obligations to us (e.g., reductions of product purchases, deteriorating store conditions, changes in payment patterns), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. In determining the adequacy of the reserves, we analyze factors such as the value of any collateral, customer financial statements, historical collection experience, aging of receivables and other economic and industry factors. It is possible that the accuracy of the estimation process could be materially affected by different judgments as to the collectability based on information considered and further deterioration of accounts. If circumstances change (i.e., further evidence of material adverse creditworthiness, additional accounts become credit risks, store closures), our estimates of the recoverability of amounts due us could be reduced by a material amount, including to zero.
As of December 29, 2012, we have recorded an allowance for doubtful accounts reserve for our accounts and notes receivables of $5.0 million as compared to $6.7 million as of December 31, 2011. During fiscal 2012, we reduced our allowance for doubtful account reserves by $1.0 million in addition to experiencing write-offs of $0.7 million.
Lease Commitments. We have historically leased store sites for sublease to qualified independent retailers at rates that are at least as high as the rent paid by us. Under terms of the original lease agreements, we remain primarily liable for any commitments an independent retailer may no longer be financially able to satisfy. We also lease store sites for our Retail segment. Should a retailer be unable to perform under a sublease or should we close underperforming corporate stores, we record a charge to earnings for costs of the remaining term of the lease, less any anticipated sublease income. Calculating the estimated losses requires that significant estimates and judgments be made by management. Our reserves for such properties can be materially affected by factors such as the extent of interested sub-lessees and their creditworthiness, our ability to negotiate early termination agreements with lessors, general economic conditions and the demand for commercial property. Should the number of defaults by sub-lessees or corporate store closures materially increase, the remaining lease commitments we must record could have a material adverse effect on operating results and cash flows. Refer to Part II, Item 8 of this report under Note (12) - “Leases” in the Notes to Consolidated Financial Statements for a discussion of Lease Commitments.
As of December 29, 2012, we have recorded a provision for losses related to leases on closed locations of $4.6 million as compared to $5.5 million as of December 31, 2011. During fiscal 2012, we made payments of $2.1 million related to leases on closed locations, which was partially offset by the recording of $1.2 million in additional provisions for losses.
Guarantees of Debt and Lease Obligations of Others. We have guaranteed the debt and lease obligations of certain Food Distribution customers. In the event these retailers are unable to meet their debt service payments or otherwise experience an event of default, we would be unconditionally liable for the outstanding balance of their debt and lease obligations ($1.4 million as of December 29, 2012 as compared to $7.9 million as of December 31, 2011), which would be due in accordance with the underlying agreements. The decrease in outstanding obligations during fiscal 2012 is primarily due to the Company’s acquisition of No Frills, which resulted in the elimination of a $4.6 million guarantee of that former customer’s lease obligations.
We have entered into loan and lease guarantees on behalf of certain Food Distribution customers that are accounted for under ASC Topic 460. ASC Topic 460 provides that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value of the obligation it assumes under that guarantee. The maximum undiscounted payments we would be required to make in the event of default under the guarantees is $1.4 million, which is referenced above. These guarantees are secured by certain business assets and personal guarantees of the respective customers. We believe these customers will be able to perform under the lease agreements and that no payments will be required and no loss will be incurred under the guarantees. As required by ASC Topic 460, a liability representing the fair value of the obligations assumed under the guarantees is included in the accompanying consolidated financial statements. The amount of this liability is no longer significant due to elimination of the $0.7 million liability associated with the guarantee of the lease obligations of No Frills. All of the other guarantees were issued prior to December 31, 2002 and therefore are not subject to the recognition and measurement provisions of ASC Topic 460.
We have also assigned various leases to certain Food Distribution customers and other third parties. If the assignees were to become unable to continue making payments under the assigned leases, we estimate our maximum potential obligation with respect to the assigned leases, net of reserves, to be approximately $8.3 million as of December 29, 2012 as compared to $11.4 million as of December 31, 2011. In circumstances when we become aware of factors that indicate deterioration in a customer’s ability to meet its financial obligations guaranteed or assigned by us, we record a specific reserve in the amount we reasonably believe we will be obligated to pay on the customer’s behalf, net of any anticipated recoveries from the customer. In determining the adequacy of these reserves, we analyze factors such as those described above in “Allowance for Doubtful Accounts - Methodology” and “Lease Commitments.” It is possible that the accuracy of the estimation process could be materially affected by different judgments as to the obligations based on information considered and further deterioration of accounts, with the potential for a corresponding adverse effect on operating results and cash flows. Triggering these guarantees or obligations under assigned leases would not, however, result in cross default of our debt, but could restrict resources available for general business initiatives. Refer to Part II, Item 8 of this report under Note (13) - “Concentration of Credit Risk” in the Notes to Consolidated Financial Statements for more information regarding customer exposure and credit risk.
Impairment of Long-Lived Assets
Property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts of such long-lived assets may not be recoverable from future net pretax cash flows. Impairment testing requires significant management judgment including estimating future sales and costs, alternative uses for the assets and estimated proceeds from disposal of the assets. Estimates of future results are often influenced by assessments of changes in competition, merchandising strategies, human resources and general market conditions, which may result in not recognizing an impairment loss. Impairment testing is conducted at the lowest level where cash flows can be measured and are independent of cash flows of other assets. An asset impairment would be indicated if the sum of the expected future net pretax cash flows from the use of the asset (undiscounted and without interest charges) is less than the carrying amount of the asset. An impairment loss would be measured based on the difference between the fair value of the asset and its carrying amount. We generally determine fair value by discounting expected future cash flows at a rate which management has determined to be consistent with assumptions used by market participants.
The estimates and assumptions used in the impairment analysis are consistent with the business plans and estimates we use to manage our business operations and to make acquisition and divestiture decisions. The use of different assumptions would increase or decrease the impairment charge. Actual outcomes may differ from the estimates. It is possible that the accuracy of the estimation of future results could be materially affected by different judgments as to competition, strategies and market conditions, with the potential for a corresponding adverse effect on financial condition and operating results.
Goodwill
We maintain three reporting units for purposes of our goodwill impairment testing, which are the same as our reporting segments disclosed in Part II, Item 8 of this report under Note (18) - “Segment Information”. Goodwill for each of our reporting units is tested for impairment annually and/or when factors indicating impairment are present, which requires a significant amount of management’s judgment. Such indicators may include a decline in our expected future cash flows, unanticipated competition, the loss of a major customer, slower growth rates or a sustained significant decline in our share price and market capitalization, among others. Any adverse change in these factors could have a significant impact on the recoverability of our goodwill and could have a material impact on our consolidated financial statements.
We apply, to the extent possible, observable market inputs to arrive at the fair values of our reporting units, in accordance with ASC Topic 820.
Our fair value for each reporting unit is determined based on an income approach which incorporates a discounted cash flow analysis and a market approach that utilizes current earnings multiples for comparable publicly-traded companies. Our income approach is based on an estimate of future cash flows and a terminal value that factors in estimated long-term growth. The estimate of future cash flows is dependent on our knowledge and experience of past and current events and assumptions about conditions we expect to exist, including operating performance, economic conditions, long-term growth rates, capital expenditures, changes in working capital and effective tax rates. The discount rates applied to the income approach reflect a weighted average cost of capital for comparable publicly-traded companies which are adjusted for equity and size risk premiums based on market capitalization.
We have weighted the valuation of our reporting units at 75% based on the income approach and 25% based on the market approach. We believe that this weighting is appropriate since it is often difficult to find other appropriate publicly-traded companies that are similar to our reporting units and it is our view that future discounted cash flows are more reflective of the value of the reporting units.
Our estimates could be materially impacted by factors such as competitive forces, customer behaviors, and changes in growth trends and specific industry conditions, with the potential for a corresponding adverse effect on financial condition and operating results potentially resulting in impairment of the goodwill. None of the reporting units are more susceptible to economic conditions than others. The income approach and market approach used to determine fair value are sensitive to changes in discount rates and market trading multiples.
During the second quarter of fiscal 2012, we performed an impairment test of goodwill due to market conditions as of the end of our fifth fiscal period. The Company’s market capitalization as calculated, using the share price multiplied by the shares outstanding, had declined in the second quarter and from fiscal year end 2011 resulting in an enterprise value significantly lower than the carrying value of the business segments. We recorded a goodwill impairment charge of $132.0 million in the second quarter of fiscal 2012, of which $113.0 million related to our Food Distribution segment and $19.0 million related to our Retail segment.
We performed our fiscal 2012 annual impairment test of goodwill during the fourth quarter of fiscal 2012 based on conditions as of the end of the third quarter of fiscal 2012 and determined in the first step of our analysis that an indication of impairment existed in our Military reporting segment. This required us to calculate our Military segment’s implied fair value in the second step of the impairment analysis. Compared to the analysis performed during the second quarter of 2012, management’s financial forecast for the Military business segment at this time reflected lower gross margins and the impact of other competitive factors, which resulted in lower projected cash flows for the Military segment. For the second step of the analysis, we utilized recent appraisals of land and buildings belonging to our Military segment to determine the fair value of these assets. The carrying values of certain assets and liabilities, such as accounts receivable and accounts payable, approximated fair value due to their short maturities. Also, in order to determine the fair value of the Military segment’s inventory, the LIFO reserve related to that inventory was eliminated from its carrying value. These adjustments to the carrying value of the Military segment resulted in an implied fair value for the segment that was significantly lower than the segment’s carrying value. As a result of this analysis, we recorded a goodwill impairment charge of $34.6 million in the fourth quarter of fiscal 2012 to fully impair the goodwill associated with the Military reporting segment. The carrying value of the Food Distribution segment exceeded its fair value as determined in the first step of our analysis, however, due to the impairment charge recorded in the second quarter of fiscal 2012, there is no longer any goodwill associated with that reporting segment. The fair value of the Retail segment was approximately 14% higher than its carrying value.
Discount rates applied in our income approach during fiscal 2012 ranged from 9.0% to 12.0% and were reflective of the weighted average cost of capital of comparable publicly-traded companies with an adjustment for equity and size premiums based on market capitalization. Growth rates ranged from zero to 2.0%. For the Retail segment to have an indication of impairment, the discount rate applied would need to increase by over 1.5% or the assumed long-term growth rate would need to decrease by over 1.5% with a corresponding increase in the discount rate of 1.5%.
While we believe our estimates of the fair value of our reporting units are reasonable, there can be no assurance that deterioration in economic conditions, customer relationships or adverse changes to expectations of future performance will not occur, resulting in a goodwill impairment loss. Please refer to Part II, Item 8 in this report under Note (1) - “Summary of Significant Accounting Policies” under the caption “Goodwill and Intangible Assets” of this Form 10-K for additional information pertaining to our annual goodwill impairment analysis.
Income Taxes
When preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. The process involves estimating our actual current tax obligations based on expected income, statutory tax rates and tax planning opportunities in the various jurisdictions in which we operate. In the event there is a significant unusual or one-time item recognized in our results of operations, the tax attributable to that item would be separately calculated and recorded in the period the unusual or one-time item occurred.
We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse or are settled. A valuation allowance is recorded when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change.
We establish reserves when, despite our belief that the tax return positions are fully supportable, certain positions could be challenged and we may ultimately not prevail in defending our positions. These reserves are adjusted in light of changing facts and circumstances, such as the closing of a tax audit or the expiration of statutes of limitations. The effective tax rate includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as related penalties and interest. These reserves relate to various tax years subject to audit by taxing authorities.
Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. We recognize potential accrued interest and penalties related to the unrecognized tax benefits in income tax expense.
Reserves for Self Insurance
We are primarily self-insured for workers’ compensation, general and automobile liability and health insurance costs. It is our policy to record our self-insurance liabilities based on claims filed and an estimate of claims incurred but not yet reported. Workers’ compensation, general and automobile liabilities are actuarially determined on a discounted basis. We have purchased stop-loss coverage to limit our exposure to any significant exposure on a per claim basis. On a per claim basis as of December 29, 2012, our exposure for workers’ compensation is $0.6 million, for auto liability and general liability is $0.5 million and for health insurance our exposure is $0.4 million. Any projection of losses concerning workers’ compensation, general and automobile and health insurance liability is subject to a considerable degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. Although our estimates of liabilities incurred do not anticipate significant changes in historical trends for these variables, such changes could have a material impact on future claim costs and currently recorded liabilities. A 100 basis point change in discount rates would increase our liability by approximately $0.2 million.
Vendor Allowances and Credits
As is common in our industry, we use a third party service to undertake accounts payable audits on an ongoing basis. These audits examine vendor allowances offered to us during a given year as well as cash discounts, freight allowances and duplicate payments and establish a basis for us to recover overpayments made to vendors. We reduce future payments to vendors based on the results of these audits, at which time we also establish reserves for commissions payable to the third party service provider as well as for amounts that may not be collected. We also establish reserves for future repayments to vendors for disputed payment deductions related to accounts payable audits, promotional allowances and other items. Although our estimates of reserves do not anticipate changes in our historical payback rates, such changes could have a material impact on our currently recorded reserves.
Share-based Compensation
The Company is required to estimate the fair value of share-based payment awards on the date of grant. The Company uses the grant date market value per share of our common stock to estimate the fair value of Restricted Stock Units (RSUs) and performance units granted pursuant to its long-term incentive plan (LTIP). The Company used a lattice model to estimate the fair value of stock appreciation rights (SARs) which contain market conditions. The value of the portion of the awards ultimately expected to vest is recognized as expense over the requisite service period which is derived from the data in the lattice valuation model. Share-based compensation is based on awards ultimately expected to vest, and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ materially from those estimates. Significant judgment is required in selecting the assumptions used for estimating fair value of share-based compensation as well as estimating forfeiture rates. Further, any awards with performance conditions that can affect vesting also add additional judgment in determining the amount expected to vest. There can be significant volatility in many of our assumptions and therefore our estimates of fair value, forfeitures, etc. are sensitive to changes in these assumptions.
Please refer to Part II, Item 8 in this Form 10-K under Note (10) - “Share-based Compensation Plans” for a comprehensive discussion related to our share-based compensation plans.
New Accounting Standards
There have been no recently adopted accounting standards that have resulted in a material impact to the Company’s financial statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure in the financial markets consists of changes in interest rates relative to our investment in notes receivable, the balance of our debt obligations outstanding and derivatives employed from time to time to manage our exposure to changes in interest rates. We do not use financial instruments or derivatives for any trading or other speculative purposes.
We carry notes receivable because, in the normal course of business, we make long-term loans to certain retail customers. 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, which includes a reserve for estimated uncollectible amounts, approximates market value. Refer to Part II, Item 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Nash-Finch Company
We have audited the accompanying consolidated balance sheets of Nash-Finch Company (a Delaware corporation) and subsidiaries (the “Company”) as of December 29, 2012 and December 31, 2011, and the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 29, 2012. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 as of December 29, 2012 and December 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 29, 2012, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 29, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2013, expressed unqualified opinion thereon.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
February 28, 2013
NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Statements of Income (Loss)
(In thousands, except per share amounts)
See accompanying notes to consolidated financial statements.
NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
See accompanying notes to consolidated financial statements.
NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except per share amounts)
See accompanying notes to consolidated financial statements.
NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
See accompanying notes to consolidated financial statements.
NASH FINCH COMPANY
Consolidated Statements of Stockholders’ Equity
(In thousands, except per share amounts)
See accompanying notes to consolidated financial statements.
(1) Summary of Significant Accounting Policies
Fiscal Year
The fiscal year of Nash-Finch Company (“Nash Finch”) ends on the Saturday nearest to December 31. Fiscal years 2012, 2011 and 2010 each consisted of 52 weeks. Our interim quarters consist of 12 weeks except for the third quarter which consists of 16 weeks.
Principles of Consolidation
The accompanying financial statements include our accounts and the accounts of our majority-owned subsidiaries. All material inter-company accounts and transactions have been eliminated in the consolidated financial statements.
Cash and Cash Equivalents
In the accompanying financial statements and for purposes of the statements of cash flows, cash and cash equivalents include cash on hand and short-term investments with original maturities of three months or less when purchased which are carried at fair value. We had no short-term investments at the end of any of the fiscal years referenced in the financial statements.
Accounts and Notes Receivable
We evaluate the collectability of our accounts and notes receivable based on a combination of factors. In most circumstances when we become aware of factors that may indicate a deterioration in a specific customer’s ability to meet its financial obligations to us (e.g., reductions of product purchases, deteriorating store conditions, changes in payment patterns), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. In determining the adequacy of the reserves, we analyze factors such as the value of any collateral, customer financial statements, historical collection experience, aging of receivables and other economic and industry factors. It is possible that the accuracy of the estimation process could be materially affected by different judgments as to the collectability based on information considered and further deterioration of accounts. If circumstances change (i.e., further evidence of material adverse creditworthiness, additional accounts become credit risks, store closures), our estimates of the recoverability of amounts due us could be reduced by a material amount, including to zero.
Revenue Recognition
We recognize revenue when the sales price is fixed or determinable, collectability is reasonably assured and the customer takes possession of the merchandise.
Revenues for the Military segment are recognized upon the delivery of the product to the commissary or commissaries designated by the Defense Commissary Agency (DeCA), or in the case of overseas commissaries, when the product is delivered to the port designated by DeCA, which is when DeCA takes possession of the merchandise and bears the responsibility for shipping the product to the commissary or overseas warehouse. Revenues from consignment sales are included in our reported sales on a net basis.
Revenues for the Food Distribution segment are recognized upon delivery of the product which is typically the same day the product is shipped.
Revenue is recognized for the Retail segment when the customer receives and pays for the merchandise at the point of sale. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself a pass-through conduit for collecting and remitting sales taxes.
Based upon the nature of the products we sell, our customers have limited rights of return, which are immaterial.
In fiscal 2012, the Company revised its presentation of fees received from customers for shipping, handling, and the performance of certain other services, which primarily impacted our Food Distribution and Military business segments. The Company historically presented these items, such as freight fees, fuel surcharges, and fees for advertising services as a reduction to cost of sales. In accordance with the provisions of FASB Accounting Standards Codification (“ASC”) Topic 605, the Company has revised its presentation to classify amounts billed to a customer related to shipping and handling in a sale transaction as revenue. The Company has also revised its presentation to classify fees received for the performance of certain other services as revenue. The revisions had the effect of increasing both sales and cost of sales, but did not have an impact on gross profit, earnings before income taxes, net earnings, cash flows, or financial position for any period, or their respective trends. Management has determined that the change in presentation is not material to any period. Prior year amounts shown below have been revised to conform to the current year presentation.
Cost of sales
Cost of sales includes the cost of inventory sold during the period, including distribution costs, shipping and handling fees, and vendor allowances and credits (see below). Advertising costs, included in cost of goods sold, are expensed as incurred and were $65.6 million, $56.7 million and $61.1 million for fiscal 2012, 2011 and 2010, respectively. Amounts billed that offset the cost of the advertising in cost of goods sold, were approximately $61.8 million, $55.5 million and $60.1 million for fiscal 2012, 2011 and 2010, respectively.
Vendor Allowances and Credits
We reflect vendor allowances and credits, which include allowances and incentives similar to discounts, as a reduction of cost of sales when the related inventory has been sold, based on the underlying arrangement with the vendor. These allowances primarily consist of promotional allowances, quantity discounts and payments under merchandising arrangements. Amounts received under promotional or merchandising arrangements that require specific performance are recognized in the Consolidated Statements of Income (Loss) when the performance is satisfied and the related inventory has been sold. Discounts based on the quantity of purchases from our vendors or sales to customers are recognized in the Consolidated Statements of Income (Loss) as the product is sold. When payment is received prior to fulfillment of the terms, the amounts are deferred and recognized according to the terms of the arrangement.
Inventories
Inventories are stated at the lower of cost or market. Approximately 79% of our inventories were valued on the last-in, first-out (LIFO) method at December 29, 2012 as compared to approximately 84% at December 31, 2011. We recorded LIFO charges of $3.3 million, $14.2 million, and $0.1 million for fiscal 2012, 2011 and 2010, respectively. The remaining inventories are valued on the first-in, first-out (FIFO) method. If the FIFO method of accounting for inventories had been applied to all inventories, inventories would have been higher by $90.7 million and $87.3 million at December 29, 2012 and December 31, 2011, respectively.
Capitalization, Depreciation and Amortization
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.
Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets which generally range from 10-40 years for buildings and improvements and 3-10 years for furniture, fixtures and equipment. Capitalized leases and leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the useful life of the asset.
Net property, plant and equipment consisted of the following (in thousands):
Impairment of Long-Lived Assets
An impairment loss is recognized whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. Assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. We have generally identified this lowest level to be individual stores or distribution centers; however, there are limited circumstances where, for evaluation purposes, stores could be considered with the distribution center they support. We allocate the portion of the profit retained at the servicing distribution center to the individual store when performing the impairment analysis in order to determine the store’s total contribution to us. We consider historical performance and future estimated results in the impairment evaluation. If the carrying amount of the asset exceeds expected undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset to its fair value as determined using an income approach. The inputs used in the income approach use significant unobservable inputs, or level 3 inputs, in the fair value hierarchy. We recorded impairment charges of $13.1 million, $0.6 million and $0.9 million in fiscal 2012, 2011 and 2010, respectively.
Reserves for Self-Insurance
We are primarily self-insured for workers’ compensation, general and automobile liability and health insurance costs. It is our policy to record our self-insurance liabilities based on claims filed and an estimate of claims incurred but not yet reported. Workers’ compensation, general and automobile liabilities are actuarially determined on a discounted basis. We have purchased stop-loss coverage to limit our exposure on a per claim basis. On a per claim basis as of December 29, 2012, our exposure for workers’ compensation is $0.6 million, for auto liability and general liability is $0.5 million and for health insurance our exposure is $0.4 million. Any projection of losses concerning workers’ compensation, general and automobile and health insurance liability is subject to a considerable degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. Although our estimates of liabilities incurred do not anticipate significant changes in historical trends for these variables, such changes could have a material impact on future claim costs and currently recorded liabilities.
Goodwill and Intangible Assets
Intangible assets, consisting primarily of goodwill and customer contracts resulting from business acquisitions, are carried at cost unless a determination has been made that their value is impaired. Goodwill is not amortized and customer contracts and other intangible assets that are not deemed to have an indefinite life are amortized over their useful lives. We test goodwill for impairment on an annual basis in the fourth quarter based on conditions as of the end of our third quarter or more frequently if we believe indicators of impairment exist. Such indicators may include a decline in our expected future cash flows, unanticipated competition, slower growth rates, increase in discount rates, or a sustained significant decline in our share price and market capitalization, among others. Any adverse change in these factors could have a significant impact on the recoverability of our goodwill and could have a material impact on our consolidated financial statements.
The goodwill impairment test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their carrying values, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.
Our fair value for each reporting unit is determined based on an income approach which incorporates a discounted cash flow analysis which uses significant unobservable inputs, or level 3 inputs, as defined by the fair value hierarchy, and a market approach that utilizes current earnings multiples of comparable publicly-traded companies. We have weighted the valuation of our reporting units at 75% based on the income approach and 25% based on the market approach. We believe that this weighting is appropriate since it is often difficult to find other comparable publicly-traded companies that are similar to our reporting units and it is our view that future discounted cash flows are more reflective of the value of the reporting units.
During the second quarter of fiscal 2012, we performed an impairment test of goodwill due to market conditions as of the end of our fifth fiscal period. The Company’s market capitalization as calculated, using the share price multiplied by the shares outstanding, had declined in the second quarter and from fiscal year end 2011 resulting in a market value significantly lower than the fair value of the business segments. We determined this was an indication of impairment, and we performed the second step of the analysis utilizing the assistance of a third-party valuation firm. The analysis included determining the fair value of inventory and other current assets and liabilities, as well as fair values of real estate, buildings and fixtures based on recent appraisals. We recorded a goodwill impairment charge of $132.0 million in the second quarter of fiscal 2012, of which $113.0 million related to our Food Distribution segment and $19.0 million related to our Retail segment. The fair value of the Military segment exceeded the carrying value by approximately $15.7 million, or 4%. Key assumptions used in the impairment test were; discount rates applied ranged from 12.0% to 15.0% and growth rates ranged from -1.0% to 2.0%. For the Military segment to have an indication of impairment, the discount rate applied would have needed to increase by over 1.0% or the assumed long-term growth rate would have needed to decrease by over 2.0% with a corresponding increase in the discount rate of 0.5%.
We performed our fiscal 2012 annual impairment test of goodwill during the fourth quarter of fiscal 2012 based on conditions as of the end of the third quarter of fiscal 2012 and determined in the first step of our analysis that an indication of impairment existed in our Military reporting segment. This required us to calculate our Military segment’s implied fair value in the second step of the impairment analysis. Compared to the analysis performed during the second quarter of 2012, management’s financial forecast for the Military business segment at this time reflected lower gross margins and the impact of other competitive factors, which resulted in lower projected cash flows for the Military segment. For the second step of the analysis, we utilized recent appraisals of land and buildings belonging to our Military segment to determine the fair value of these assets. The carrying values of certain assets and liabilities, such as accounts receivable and accounts payable, approximated fair value due to their short maturities. Also, in order to determine the fair value of the Military segment’s inventory, the LIFO reserve related to that inventory was eliminated from its carrying value. These adjustments to the carrying value of the Military segment resulted in an implied fair value for the segment that was significantly lower than the segment’s carrying value. As a result of this analysis, we recorded a goodwill impairment charge of $34.6 million in the fourth quarter of fiscal 2012 to fully impair the goodwill associated with the Military reporting segment. The carrying value of the Food Distribution segment exceeded its fair value as determined in the first step of our analysis, however, due to the impairment charge recorded in the second quarter of fiscal 2012, there is no longer any goodwill associated with that reporting segment. The fair value of the Retail segment was approximately 14% higher than its carrying value.
Discount rates applied in our income approach during fiscal 2012 ranged from 9.0% to 12.0% and were reflective of the weighted average cost of capital of comparable publicly-traded companies with an adjustment for equity and size premiums based on market capitalization. Growth rates ranged from zero to 2.0%. For the Retail segment to have an indication of impairment, the discount rate applied would need to increase by over 1.5% or the assumed long-term growth rate would need to decrease by over 1.5% with a corresponding increase in the discount rate of 1.5%.
The accounting principles regarding goodwill acknowledge that the observed market prices of individual trades of a company's stock (and thus its computed market capitalization) may not be representative of the fair value of the company as a whole. Additional value may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity. Consequently, measuring the fair value of a collection of assets and liabilities that operate together in a controlled entity is different from measuring the fair value of that entity's individual common stock. In most industries, including ours, an acquiring entity typically is willing to pay more for equity securities that give it a controlling interest than an investor would pay for a number of equity securities representing less than a controlling interest. We have taken into consideration the current trends in our market capitalization and the current book value of our equity in relation to fair values arrived at in our fiscal 2012 goodwill impairment analysis, including the implied control premium, and have deemed the result to be reasonable.
During fiscal 2010, the Retail segment recorded goodwill of $0.6 million for the value of a store buy-out agreement for one of our minority owned retail locations. Additionally, we transferred $8.9 million of goodwill from our Food Distribution segment to our Military segment related to a segment reporting reclassification resulting from the movement of certain business between those two segments that occurred during fiscal 2010.
During fiscal 2011, $4.1 million of Retail goodwill was recorded due to the Company’s acquisition of a new retail store and $0.3 million was written off due to the sale or closure of stores.
During the first quarter of fiscal 2012, completion of the purchase accounting for a retail store purchased in the fourth quarter of 2011 led us to recognize an additional $0.2 million in goodwill related to that acquisition. The subsequent sale of this store and the sale of an additional retail store resulted in a $4.5 million reduction to Retail segment goodwill, which was recorded in the second quarter of 2012. As referenced above, in the second quarter of 2012, a goodwill impairment charge of $132.0 million was recorded, of which $113.0 million related to our Food Distribution segment and $19.0 million related to our Retail segment. During the third quarter of fiscal 2012, the Retail segment recorded $22.9 million in goodwill related to the acquisition of eighteen No Frills supermarkets located in Nebraska and western Iowa. Also, as referenced above, our annual goodwill impairment test resulted in an additional impairment charge of $34.6 million related to our Military segment goodwill during the fourth quarter of 2012.
Changes in the net carrying amount of goodwill were as follows:
During the fourth quarter of fiscal 2012, we tested the customer relationships associated with the purchase of our Westville and Lima Food Distribution facilities in 2005 for impairment.In the first step of our analysis, the undiscounted cash flows generated by the related asset groups (the Westville and Lima distribution centers, individually, inclusive of the value of the customer relationships allocated to each distribution center) were compared to the book value of the asset groups. In the case of the Westville asset group, the cash flows did not exceed the book value, necessitating the second step of the recoverability test.
In the second step of the recoverability test, the discounted cash flows attributable to the asset group were compared to the fair value of the other assets in the Westville asset group in order to determine the implied fair value of the intangible assets in the group. We utilized a recent appraisal of the value of the Westville distribution center’s land and building to determine the fair value of the other assets in the asset group. The discounted cash flow analysis determined that there was not enough value in the asset group to recognize any value in the customer relationships related to the Westville facility. This resulted in a $6.5 million impairment charge in the fourth quarter of fiscal 2012 related to the customer relationships associated with the Westville facility.This impairment charge is included in the Consolidated Statements of Income (Loss) under selling, general and administrative expenses.
Customer contracts and relationships intangibles were as follows (in thousands):
Other intangible assets included in other assets on the consolidated balance sheets were as follows (in thousands):
Aggregate amortization expense recognized for fiscal 2012, 2011 and 2010 was $3.2 million, $3.2 million and $3.4 million, respectively. The aggregate amortization expense for the five succeeding fiscal years is expected to approximate $2.2 million, $2.0 million, $1.9 million, $1.7 million and $1.2 million for fiscal years 2013 through 2017, respectively.
Income Taxes
When preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. The process involves estimating our actual current tax obligations based on expected income, statutory tax rates and tax planning opportunities in the various jurisdictions in which we operate. In the event there is a significant, unusual or one-time item recognized in our results of operations, the tax attributable to that item would be separately calculated and recorded in the period the unusual or one-time item occurred.
We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse or are settled. A valuation allowance is recorded when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change.
We establish reserves when, despite our belief that the tax return positions are fully supportable, certain positions could be challenged and we may ultimately not prevail in defending our positions. These reserves are adjusted in light of changing facts and circumstances, such as the closing of a tax audit or the expiration of statutes of limitations. The effective tax rate includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as related penalties and interest. These reserves relate to various tax years subject to audit by taxing authorities.
Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. We recognize potential accrued interest and penalties related to the unrecognized tax benefits in income tax expense.
Derivative Instruments
Derivative financial instruments are carried at fair value on the balance sheet and we apply hedge accounting when certain conditions are met.
We have market risk exposure to changing interest rates primarily as a result of our borrowing activities. Our objective in managing our exposure to changes in interest rates is to reduce fluctuations in earnings and cash flows. To achieve these objectives, from time-to-time we use derivative instruments, primarily interest rate swap agreements, to manage risk exposures when appropriate, based on market conditions. We do not enter into derivative agreements for trading or other speculative purposes, nor are we a party to any leveraged derivative instrument.
Share-based compensation
Our results of operations reflect compensation expense based on the value and vesting schedule for newly issued and previously issued share-based compensation instruments granted. We estimate the fair value of share-based payment awards on the date of the grant. We use the grant date market value per share of Nash Finch common stock to estimate the fair value of Restricted Stock Units (RSUs) and performance units granted pursuant to our long-term incentive plan (LTIP). We used a lattice model to estimate the fair value of stock appreciation rights (SARs) which contain certain market conditions. For RSUs and LTIP awards, the value of the portion of the awards ultimately expected to vest is recognized as expense over the requisite service period. The SARs did not meet the market conditions required to vest, however, we were required to recognize expense over the requisite service period.
Comprehensive Income (Loss)
We report comprehensive income (loss) that includes our net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net earnings such as minimum pension and other post retirement liabilities adjustments and unrealized gains or losses on hedging instruments, but rather are recorded directly in the Consolidated Statements of Stockholders’ Equity. These amounts are also presented in our Consolidated Statements of Comprehensive Income (Loss).
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
New Accounting Standards
There have been no recently adopted accounting standards that have resulted in a material impact to the Company’s financial statements.
(2) Acquisition - Bag ‘N Save
On April 3, 2012, U Save Foods, Inc., a Nash Finch wholly-owned subsidiary, completed an asset purchase from Bag ‘N Save Inc. of its twelve supermarkets which are located in Omaha and York, Nebraska (“BNS”). The Company acquired the inventory, equipment and certain other assets of all locations and also acquired the real estate associated with six of these locations. The aggregate purchase price paid was $29.7 million in cash.
We accounted for this transaction in accordance with the provisions of FASB Accounting Standards Codification (“ASC”) Topic 805, "Business Combinations", which defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. ASC Topic 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. ASC Topic 805 also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date.
The following table summarizes the fair values of the assets acquired and liabilities of BNS assumed at the acquisition date:
The fair value of the identifiable assets acquired and liabilities assumed of $36.3 million exceeded the purchase price of BNS of $29.7 million. Consequently, the Company reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate.As a result, the Company recognized a pre-tax gain of $6.6 million in the second quarter 2012 associated with the acquisition of BNS. The gain is included in the line item "Gain on acquisition of a business" in the Consolidated Statements of Income (Loss).
The Company recognized $0.5 million of acquisition related costs that were expensed during fiscal 2012 related to the acquisition of BNS. These costs are included in the Consolidated Statements of Income (Loss) under selling, general and administrative expenses.
The sales of BNS are included in the Consolidated Statements of Income (Loss) from the acquisition date through the end of fiscal 2012 and were $103.5 million. This was offset by a corresponding $58.3 million decrease in Food Distribution segment sales since BNS was formerly a Food Distribution customer and these sales are now being reported in the Retail segment. Although the Company has made reasonable efforts to do so, synergies achieved through the integration of BNS into the Company's Retail segment, unallocated interest expense and the allocation of shared overhead specific to BNS cannot be precisely determined. Accordingly, the Company has deemed it impracticable to calculate the precise impact that the acquisition of BNS had on the Company's net earnings during fiscal 2012. However, please refer to "Note (18) - Segment Information" of this Form 10-K for a comparison of the Retail segment sales and profit for fiscal 2012 and 2011.
(3) Acquisition - No Frills
On June 25, 2012, U Save Foods, Inc., a Nash Finch wholly-owned subsidiary, completed an asset purchase from NF Foods, LLC (“No Frills”) of its eighteen supermarkets, which are located in Nebraska and western Iowa. The Company acquired the inventory, accounts receivable, equipment and certain other assets of all locations, while assuming obligations for accounts payable and certain other liabilities. The aggregate purchase price paid was $49.3 million in cash.
In accordance with ASC Topic 805, the Company was required to recognize the fair value of the assets acquired and liabilities of No Frills assumed. The following table summarizes such fair values at the acquisition date:
The purchase price of No Frills of $49.3 million exceeded the fair value of the identifiable assets acquired and liabilities assumed of $26.4 million. As a result, the Company recognized goodwill of $22.9 million in the third quarter 2012 associated with the acquisition of No Frills. Included in the amounts shown in the table above were $0.5 million in accounts receivable that were due to No Frills from the Company and $2.3 million in accounts payable that were due to the Company from No Frills.
The Company recognized $0.6 million of acquisition related costs that were expensed during fiscal 2012 related to our purchase of certain assets and liabilities from No Frills. These costs are included in the Consolidated Statements of Income (Loss) under selling, general and administrative expenses.
The sales of No Frills are included in the Consolidated Statements of Income (Loss) from the acquisition date through the end of fiscal 2012 and were $111.7 million. This was offset by a corresponding $61.4 million decrease in Food Distribution segment sales since No Frills was formerly a Food Distribution customer and these sales are now being reported in the Retail segment. Although the Company has made reasonable efforts to do so, synergies achieved through the integration of No Frills into the Company's Retail segment, unallocated interest expense and the allocation of shared overhead specific to No Frills cannot be precisely determined. Accordingly, the Company has deemed it impracticable to calculate the precise impact that the acquisition of No Frills had on the Company's net earnings during fiscal 2012. However, please refer to "Note (18) - Segment Information" of this Form 10-K for a comparison of the Retail segment sales and profit for fiscal 2012 and 2011.
(4) Vendor Allowances and Credits
We participate with our vendors in a broad menu of promotions to increase sales of products. These promotions fall into two main categories: off-invoice allowances and performance-based allowances. These allowances are often subject to negotiation with our vendors. In the case of off-invoice allowances, discounts are typically offered by vendors with respect to certain merchandise purchased by us during a specified period of time. We use off-invoice allowances to support a variety of marketing programs such as reduced price offerings for specific time periods, food shows, pallet promotions and private label promotions. The discounts are either reflected directly on the vendor’s invoice, as a reduction from the normal wholesale prices for merchandise to which the allowance applies, or we are allowed to deduct the allowance as an offset against the vendor’s invoice when it is paid.
In the case of performance-based allowances, the allowance or rebate is based on our completion of some specific activity, such as purchasing or selling product during a certain time period. This basic performance requirement may be accompanied by an additional performance requirement such as providing advertising or special in-store promotion, tracking specific shipments of goods to retailers (or to customers in the case of our own retail stores) during a specified period (retail performance allowances), slotting (adding a new item to the system in one or more of our distribution centers) and merchandising a new item, or achieving certain minimum purchase quantities. The billing for these performance-based allowances is normally in the form of a “bill-back,” in which case we are invoiced at the regular price with the understanding that we may bill back the vendor for the requisite allowance when the performance is satisfied. We also assess an administrative fee, reflected on the invoices sent to vendors, to recoup our reasonable costs of performing the tasks associated with administering retail performance allowances.
We collectively plan promotions with our vendors and arrive at the amount the respective vendor plans to spend on promotions with us. Each vendor has its own method for determining the amount of promotional funds to be spent with us. In most situations, the vendor allowances are based on units we purchase from the vendor. In other situations, the allowances are based on our past or anticipated purchases and/or the anticipated performance of the planned promotions. Forecasting promotional expenditures is a critical part of our frequently scheduled planning sessions with our vendors. As individual promotions are completed and the associated billing is processed, the vendors track our promotional program execution and spend rate, and discuss the tracking, performance and spend rate with us on a regular basis throughout the year. These communications include discussions with respect to future promotions, product cost, targeted retails and price points, anticipated volume, promotion expenditures, vendor maintenance, billing issues and procedures, new items/discontinued items and trade spend levels relative to budget per event and per year, as well as the resolution of any issues that arise between the vendor and us. In the future, the nature and menu of promotional programs and the allocation of dollars among them may change as a result of ongoing negotiations and commercial relationships between vendors and us.
We have a vendor dispute resolution process to facilitate timely research and resolution of disputed deductions from vendor payments. We estimate and record a payable for current claims based on our historical experiences.
(5) Long-Lived Asset Impairment Charges
Impairment charges of $13.1 million, $0.6 million and $0.9 million were recorded on long-lived assets in fiscal 2012, 2011 and 2010, respectively. The impairment charges in 2012 primarily related to our Food Distribution facility in Westville, Indiana and our Military distribution center in Junction City, Kansas. A significant portion of the impairment charge for the Westville, Indiana facility related to the value assigned to customer relationships when this facility was acquired in 2005.
The impairment charges in fiscal 2012 related to the Westville and Junction City distribution centers were recorded as a result of annual testing of long-lived and intangible assets for impairment. In the first step of our analysis, the undiscounted cash flows generated by the related asset groups (the Westville and Junction City distribution centers, individually, inclusive of the value of intangible assets allocated to the Westville distribution center) were compared to the book value of the asset groups. In the case of both asset groups, the cash flows did not exceed the book value, necessitating the second step of the recoverability test.
In the second step of the recoverability test, the discounted cash flows attributable to each asset group were compared to the book value of the respective asset group. In both cases, the discounted cash flows did not exceed the book value of the asset group. We utilized recent appraisals of the land and buildings at the Westville and Junction City distribution centers to determine the fair value of the asset groups. As a result of our analysis, we recorded impairment charges of $11.3 million and $1.8 million to write down the value of long-lived and intangible assets belonging to the Westville and Junction City facilities, respectively. These impairment charges are included in the Consolidated Statements of Income (Loss) under selling, general and administrative expenses.
The impairment charges in prior years related to three retail stores in 2011 and four retail stores in 2010 that were impaired as a result of increased competition within the respective market areas. The estimated undiscounted cash flows related to these facilities indicated that the carrying value of the assets may not be recoverable based on current expectations, therefore these assets were written down.
(6) Accounts and Notes Receivable
Accounts and notes receivable at the end of fiscal 2012 and 2011 are comprised of the following components:
Operating results include income of $0.6 million from the reversal of bad debt reserves in fiscal 2012 and bad debt expense of $0.8 million in both fiscal 2011 and fiscal 2010.
(7) Long-term Debt and Bank Credit Facilities
Long-term debt as of the end of fiscal 2012 and 2011 is summarized as follows:
Asset-backed Credit Agreement
On December 21, 2011, the Company and its subsidiaries entered into a credit agreement and related security and other agreements with Wells Fargo and the Lenders party thereto (the "Credit Agreement"), providing for a $520.0 million revolving asset-backed credit facility, which included a $50.0 million Swing Line sub-facility and a $75.0 million letter of credit sub-facility (the "Revolving Credit Facility"). At the inception of the agreement, we were required to maintain a reserve of $100.0 million with respect to the Senior Subordinated Convertible Debt, which reserve has now increased to $150.0 million commencing on December 15, 2012. Provided no event of default is then existing or would arise, the Company may from time-to-time, request that the Revolving Credit Facility be increased by an aggregate amount (for all such requests) not to exceed $250.0 million. On December 21, 2011, the Company (a) borrowed $151.7 million under the Revolving Credit Facility to pay-off outstanding principal and interest due pursuant to the credit agreement among the Company, various Lenders, Bank of America, N.A , as Administrative Agent, et al, dated as of April 11, 2008 (the "B of A Credit Agreement"), to pay closing costs and for other general corporate purposes and (b) rolled forward its existing letters of credit totaling $11.0 million into the new Credit Agreement. The Credit Agreement is collateralized by a first priority perfected security interest on all real and personal property of the Company and its subsidiaries, including (i) a perfected pledge of all of the equity interests held by the Company and its subsidiaries and (ii) mortgages encumbering certain real estate owned by the Company, subject to certain exceptions. The obligations of the Company and its subsidiaries under the Credit Agreement are unconditionally cross-guaranteed by the Company and its subsidiaries.
The syndicate of lenders for the original Credit Agreement included: Wells Fargo Capital Finance, LLC, as Administrative Agent, Collateral Agent, Swing Line Lender; Wells Fargo Bank, N.A. and Bank of America, N.A. as L/C Issuers; JPMorgan Chase Bank, N.A. and BMO Harris Bank, N.A. as Syndication Agents; Bank of America, N.A. and Barclays Bank PLC as Documentation Agents; and Wells Fargo Capital Finance, LLC, J.P. Morgan Securities LLC, BMO Capital Markets and Merrill Lynch, Pierce, Fenner and Smith Incorporated as Joint Lead Arrangers and Joint Book Managers.
On November 27, 2012, the Company and its subsidiaries entered into Amendment No. 1 (the “Amendment”) to its Credit Agreement dated as of December 21, 2011.
Among other things, the Amendment (i) increased the commitments under the Credit Agreement by $70.0 million to $590.0 million, including within the increase a first-in last-out tranche (“FILO Tranche Loans”) of $30.0 million which amortizes by $2.5 million on the first day of each fiscal quarter beginning March 24, 2013, (ii) extended the maturity of the Credit Agreement by one year to December 21, 2017, and (iii) provided for increases to advance rates of certain components of the borrowing base as well as permitting the inclusion of asset classes in the borrowing base that were previously excluded.
The principal amount outstanding under the amended Revolving Credit Facility, plus interest accrued and unpaid thereon, will be due and payable in full at maturity on December 21, 2017. The Company can elect, at the time of borrowing, for loans to bear interest at a rate equal to either the base rate or LIBOR plus a margin. The LIBOR interest rate margin can vary quarterly in 0.25% increments between three pricing levels ranging from 1.50% to 2.00%, except for FILO Tranche Loans which bear interest at a rate equal to LIBOR plus 2.75%. The pricing levels for the non-FILO Tranche Loans are based on the Excess Availability, which is defined in the Credit Agreement as (a) the lesser of (i) the borrowing base; or (ii) the aggregate commitments; minus (b) the aggregate of the outstanding credit extensions. The LIBOR interest rate margin was 1.75% as of December 29, 2012.
At December 29, 2012, $238.5 million was available under the Revolving Credit Facility after giving effect to outstanding borrowings and to $12.7 million of outstanding letters of credit primarily supporting workers’ compensation obligations.
The Credit Agreement contains no financial covenants unless and until (i) the continuance of an event of default under the Credit Agreement, or (ii) the failure of the Company to maintain Excess Availability equal to or greater than 10% of the borrowing base at any time, in which event, the Company must comply with a trailing 12-month basis consolidated fixed charge covenant ratio of 1.0 : 1.0, which ratio shall continue to be tested each period thereafter until Excess Availability exceeds 10% of the borrowing base for three consecutive fiscal periods.
The Credit Agreement contains usual and customary covenants for a facility of this type requiring the Company and its subsidiaries, among other things, to maintain collateral, comply with applicable laws, keep proper books and records, preserve corporate existence, maintain insurance and pay taxes in a timely manner. Events of default under the Credit Agreement are usual and customary for transactions of this type, subject to, in specific instances, materiality and cure periods including, among other things: (a) any failure to pay principal thereunder when due or to pay interest or fees on the due date; (b) material misrepresentations; (c) default under other agreements governing material indebtedness of the Company; (d) default in the performance or observation of any covenants; (e) any event of insolvency or bankruptcy; (f) any final judgments or orders to pay more than $15.0 million that remain unsecured or unpaid; (g) change of control, as defined in the Credit Agreement; and (h) any failure of a collateral document, after delivery thereof, to create a valid mortgage or first-priority lien.
We are currently in compliance with all covenants contained within the credit agreement.
Senior Subordinated Convertible Debt
To finance a portion of the acquisition of two distribution centers in 2005, we sold $150.1 million in aggregate issue price (or $322.0 million aggregate principal amount at maturity) of senior subordinated convertible notes due in 2035. The notes are unsecured senior subordinated obligations and rank junior to our existing and future senior indebtedness, including borrowings under our Revolving Credit Facility.
Cash interest at the rate of 3.50% per year is payable semi-annually on the issue price of the notes until March 15, 2013. After that date, cash interest will not be payable, unless contingent cash interest becomes payable, and original issue discount for non-tax purposes will accrue on the notes at a daily rate of 3.50% per year until the maturity date of the notes. On the maturity date of the notes, a holder will receive $1,000 per note (a “$1,000 Note”). Contingent cash interest will be paid on the notes during any six-month period, commencing March 16, 2013, if the average market price of a note for a ten trading day measurement period preceding the applicable six-month period equals 130% or more of the accreted principal amount of the note, plus accrued cash interest, if any. The contingent cash interest payable with respect to any six-month period will equal an annual rate of 0.25% of the average market price of the note for the ten trading day measurement period described above.
The notes will be convertible at the option of the holder only upon the occurrence of certain events summarized as follows:
(1) if the closing price of our stock reaches a specified threshold (currently $62.32) for a specified period of time,
(2) if the notes are called for redemption,
(3) if specified corporate transactions or distributions to the holders of our common stock occur,
(4) if a change in control occurs or,
(5) during the ten trading days prior to, but not on, the maturity date.
Upon conversion by the holder, the notes convert at an adjusted conversion rate of 9.7224 shares (initially 9.3120 shares) of our common stock per $1,000 Note (equal to an adjusted conversion price of approximately $47.94 per share). Upon conversion, we will pay the holder the conversion value in cash up to the accreted principal amount of the note and the excess conversion value (or residual value shares), if any, in cash, stock or both, at our option. The conversion rate is adjusted upon certain dilutive events as described in the indenture, but in no event shall the conversion rate exceed 12.7109 shares per $1,000 Note. The number of residual value shares cannot exceed 7.1469 shares per $1,000 Note.
We may redeem all or a portion of the notes for cash at any time on or after the eighth anniversary of the issuance of the notes. Holders may require us to purchase for cash all or a portion of their notes on the 8th, 10th, 15th, 20th and 25th anniversaries of the issuance of the notes. In addition, upon specified change in control events, each holder will have the option, subject to certain limitations, to require us to purchase for cash all or any portion of such holder’s notes.
Notes Payable and Mortgage Notes
On May 18, 2012, the Company, as guarantor for U Save Foods, Inc., a Nebraska corporation and wholly-owned subsidiary of Nash Finch Company, entered into a seven year $16.9 million term loan facility (“the Agreement”) with First National Bank of Omaha. The Agreement is secured by seven corporate-owned retail locations in Nebraska. At December 29, 2012, land in the amount of approximately $14.9 million and buildings and other assets with a depreciated cost of approximately $7.8 million are pledged to secure obligations under this term loan facility.
Maturities of Long-term Debt
Aggregate annual maturities of long-term debt for the five fiscal years after December 29, 2012, are as follows (in thousands):
Interest paid was $18.2 million, $15.8 million and $16.6 million during fiscal 2012, fiscal 2011 and fiscal 2010, respectively.
(8) Derivative Instruments
We have market risk exposure to changing interest rates primarily as a result of our borrowing activities. Our objective in managing our exposure to changes in interest rates is to reduce fluctuations in earnings and cash flows. To achieve these objectives, from time-to-time we use derivative instruments, primarily interest rate swap agreements, to manage risk exposures when appropriate, based on market conditions. We do not enter into derivative agreements for trading or other speculative purposes, nor are we a party to any leveraged derivative instrument.
The interest rate swap agreements are designated as cash flow hedges and are reflected at fair value in our Consolidated Balance Sheet and the related gains or losses on these contracts are deferred in stockholders’ equity as a component of other comprehensive income. As of both December 29, 2012 and December 31, 2011, we had no outstanding interest rate swap agreements. Deferred gains and losses are amortized as an adjustment to interest expense over the same period in which the related items being hedged are recognized in income. However, to the extent that any of these contracts are not considered to be effective in offsetting the change in the value of the items being hedged, any changes in fair value relating to the ineffective portion of these contracts are immediately recognized in income. Our interest rate swap agreements resulted in recognizing interest expense of $0.4 million and $1.0 million in fiscal 2011 and fiscal 2010, respectively.
(9) Income Taxes
Income tax expense (benefit) is made up of the following components:
Income tax expense (benefit) differed from amounts computed by applying the federal income tax rate to pre-tax income as a result of the following:
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:
Our income tax benefit was $27.8 million for fiscal 2012 as compared to income tax expense of $22.6 million and $21.2 million for fiscal years 2011 and 2010, respectively. The income tax rate for fiscal 2012 was 22.9% compared to 38.7% for fiscal 2011 and 29.4% for fiscal 2010. The effective income tax rate for fiscal 2012, 2011 and 2010 represented income tax expense incurred on pre-tax income from continuing operations. The effective tax rate for fiscal 2012 was impacted by the reversal of previously unrecognized tax benefits of $0.3 million primarily due to statute of limitation closures and audit resolutions, an increase in reserves of $0.1 million, and the tax effect of the non-deductible portion of the goodwill impairment charges of $16.2 million.
Net income taxes paid were $13.3 million, $14.5 million, and $23.9 million during fiscal 2012, 2011 and 2010, respectively. During fiscal 2012, the Company recognized directly through equity the write-off of the $0.8 million deferred tax asset less current year charges of $0.3 million associated with the SARs that did not vest.
At December 29, 2012, the total amount of unrecognized tax benefits was $2.0 million compared to $2.1 million at December 31, 2011. The net decrease in unrecognized tax benefits of $0.1 million since December 31, 2011 was comprised of the following: $0.2 million due to a decrease in the unrecognized tax benefits relating to the expiration of the applicable statutes of limitation offset by $0.1 million due to the increase in unrecognized tax benefits as a result of tax positions taken in the current period. The net increase in unrecognized tax benefits of $0.4 million during the year ended December 31, 2011 was comprised of the following: $0.1 million due to a decrease in the unrecognized tax benefits relating to the expiration of the applicable statutes of limitation offset by $0.5 million due to the increase in unrecognized tax benefits as a result of tax positions taken in the current period.
The following table summarizes the activity related to our unrecognized tax benefits:
The total amount of tax benefits that if recognized would impact the effective tax rate was $0.3 million at December 29, 2012 and $0.5 million at December 31, 2011. The accrual for potential penalties and interest related to unrecognized tax benefits did not materially change in 2012, and in total, as of December 29, 2012, is $0.1 million. The accrual for potential penalties and interest related to unrecognized tax benefits also did not materially change in fiscal 2011.
We do not expect our unrecognized tax benefits to change significantly over the next 12 months.
The Company or its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. During fiscal 2010, we completed an audit by the federal tax authorities of our 2008 tax year. No adjustments that would have a substantial impact on the effective tax rate occurred. With few exceptions, we are no longer subject to U.S. federal, state or local examinations by tax authorities for years 2008 and prior.
(10) Share-based Compensation Plans
The Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the awards ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for the share-based payment awards was based on the estimated grant date fair value. Share-based compensation expense recognized in the Consolidated Statements of Income (Loss) for years ended December 29, 2012, December 31, 2011, and January 1, 2011 was based on awards ultimately expected to vest, and therefore has been reduced for estimated forfeitures.
Share-based compensation recognized for the year ended December 29, 2012 was a net credit of $2.4 million, as compared to expense of $5.4 million for fiscal 2011 and $7.9 million for fiscal 2010. During fiscal 2012, the Company reversed $3.7 million of previously recorded expense related to unvested units outstanding under the Company’s Long-Term Incentive Plan which it no longer expects to vest above the zero percent payout threshold, and recorded charges of $1.3 million related to other share-based awards. Share-based compensation amounts are included in the selling, general & administrative expense line of our Consolidated Statements of Income (Loss).
We have four equity compensation plans under which incentive performance units, stock appreciation rights, and other forms of share-based compensation have been or may be granted, primarily to key employees and non-employee members of the Board of Directors. These plans include the 2009 Incentive Award Plan (as Amended and Restated as of March 2, 2010) (“2009 Plan”), the 2000 Stock Incentive Plan (as amended and restated on July 14, 2008) (“2000 Plan”), the Director Deferred Compensation Plan, and the 1997 Non-Employee Director Stock Compensation Plan. No additional awards can be granted under the 2000 stock incentive program effective May 20, 2009, the date our Shareholder’s approved the 2009 plan.
The Board adopted the Director Deferred Compensation Plan for amounts deferred on or after January 1, 2005. The plan permits non-employee directors to annually defer all or a portion of his or her cash compensation for service as a director, and have the amount deferred into either a cash account or a share unit account. Each share unit is payable in one share of Nash Finch common stock following termination of the participant’s service as a director.
Under the 2000 Plan, employees, non-employee directors, consultants and independent contractors were awarded incentive or non-qualified stock options, shares of restricted stock, stock appreciation rights or performance units.
Awards to non-employee directors under the 2000 Plan began in 2004 and ended in May 2008 and have taken the form of restricted stock units (“RSUs”) that are granted annually to each non-employee director as part of his or her annual compensation for service as a director.
The 2009 Plan permits the grant of stock options, restricted stock, restricted stock units, deferred stock, stock payments, stock appreciation rights, performance awards and other stock or cash awards to employees and/or other individuals who perform services for the Company and its Subsidiaries. RSUs granted annually to each of our non-employee directors as part of their annual compensation for service as a director after May 2008 have been granted under the 2009 Plan.
During fiscal years 2012, 2011, and 2010, awards have taken the form of performance units (including share units pursuant to our Long-Term Incentive Plan (“LTIP”)) and RSUs.
Performance units pursuant to our LTIP were granted during fiscal years 2010, 2011, and 2012 under the 2009 Plan. These units vest at the end of a three-year performance period.
During 2010, a total of 123,128 units were granted pursuant to our LTIP. Under this plan, depending on a comparison of the Company’s cumulative three-year actual Consolidated EBITDA results to the cumulative three-year strategic plan Consolidated EBITDA targets and the Company’s ranking on a blend of absolute return on net assets and compound annual growth rate for return on net assets among the companies in the peer group, a participant could receive a number of shares ranging from zero to 200% of the number of performance units granted. Compensation expense equal to the grant date fair value (for shares expected to vest) is recorded through equity over the three-year performance period as the units can only be settled in stock.
During 2011, a total of 113,044 units were granted pursuant to our LTIP. Depending on a comparison of the Company’s three-year compound annual growth rate of Consolidated EBITDA results to the Company’s peer group and the Company’s ranking on a blend of absolute return on net assets and compound annual growth rate for return on net assets among the companies in the peer group, a participant could receive a number of shares ranging from zero to 200% of the number of performance units granted. Compensation expense equal to the grant date fair value (for shares expected to vest) is recorded through equity over the three-year performance period as the units can only be settled in stock.
During 2012, a total of 231,559 units were granted pursuant to our LTIP. Depending on a comparison of the Company’s three-year compound annual growth rate of Consolidated EBITDA results to the Company’s peer group and the Company’s ranking on a blend of 1) absolute return on net assets and 2) compound annual growth rate for return on net assets as compared to the companies in the peer group, a participant could receive a number of shares ranging from zero to 200% of the number of performance units granted. Compensation expense equal to the grant date fair value (for shares expected to vest) is recorded through equity over the three-year performance period as the units can only be settled in stock.
On December 31, 2011, 90,670 units outstanding from the LTIP grants made during fiscal 2009 vested and were cancelled without conversion to shares of common stock because the Company did not achieve the performance metrics of the LTIP for the related performance period.
On December 29, 2012, 101,739 units outstanding from the LTIP grants made during fiscal 2010 vested and were cancelled without conversion to shares of common stock because the Company did not achieve the minimum performance metrics of the LTIP for the related performance period required for a payout of common shares.
During fiscal years 2006 through 2010, RSUs were awarded to certain executives of the Company. Awards vest in increments over the term of the grant or cliff vest on the fifth anniversary of the grant date, as designated in the award documents. Compensation cost, net of projected forfeitures, is recognized on a straight-line basis over the period between the grant and vesting dates, with compensation cost for grants with a graded vesting schedule recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. In addition to the time vesting criteria, awards granted in 2008 and 2009 to two of the Company’s executives include performance vesting conditions. The Company records expense for such awards over the service vesting period if the Company anticipates the performance vesting conditions will be satisfied.
On February 27, 2007, Mr. Covington was granted a total of 152,500 RSUs under the Company's 2000 Stock Incentive Plan. The new RSU grant replaced a previous grant of 100,000 performance units awarded to Mr. Covington when he joined the Company in 2006. The previous 100,000 unit grant has been cancelled. The new grant delivered additional equity in lieu of the cash "tax gross up" payment included in the previous award; therefore no cash outlay will be required by the Company. Vesting of the new RSU grant to Mr. Covington occurred over a four year period based on Mr. Covington's continued employment with Nash Finch. However, Mr. Covington will not receive the stock until six months after the termination of his employment, whenever that may occur. At the date of the modification, the Company deemed it improbable that the performance vesting conditions of the original awards would be achieved and therefore was not accruing compensation expense related to the original grant. Accordingly, the replacement of the previous grant had no immediate financial impact but resulted in incremental compensation cost in periods subsequent to the modification due to the expectation that the replacement awards will vest. The Company recorded total compensation of $4.7 million for the replacement awards over the 4-year vesting period compared with $2.1 million that would have been recorded for the original awards.
On December 17, 2008, in connection with the Company’s announcement of its planned acquisition of certain military distribution assets of GSC Enterprises, Inc. (GSC), eight executives of the Company were granted a total of 267,345 SARs with a per share price of $38.44. The SARs were eligible to become vested during the 36 month period commencing on closing of the acquisition of the GSC assets which was January 31, 2009. The SARs were to vest on the first business day during the vesting period that followed the date on which the closing prices on NASDAQ for a share of Nash Finch common stock for the previous 90 market days was at least $55.00 or a change in control occurred following the six month anniversary of the grant date, or termination of the executive’s employment due to death or disability. Upon vesting and exercise, the Company would award the executive a number of shares of restricted stock equal to (a) the product of (i) the number of shares with respect to which the SAR is exercised and (ii) the excess, if any, of (x) the fair market value per share of common stock on the date of exercise over (y) the base price per share relating to such SAR, divided by (b) the fair market value of a share of common stock on the date such SAR is exercised. The restricted stock would vest on the first anniversary of the date of exercise so long as the executive remained continuously employed with the Company.
The fair value of the SARs was estimated on the date of grant using a modified binomial lattice model which factors in the market and service vesting conditions. The modified binomial lattice model used by the Company incorporates a risk-free interest rate based on the 5-year treasury rate on the date of the grant. The model used an expected volatility calculated as the daily price variance over 60, 200 and 400 days prior to grant date using the Fair Market Value (average of daily high and low market price of Nash Finch common stock) on each day. Dividend yield utilized in the model was calculated by the Company as the average of the daily yield (as a percent of the Fair Market Value) over 60, 200 and 400 days prior to the grant date. The modified binomial lattice model calculated a fair value of $8.44 per SAR which was to be recorded over a derived service period of 3.55 years. However, as a result of the expiration of the vesting period of the grant on January 31, 2012, all remaining compensation expense to be recorded for this grant was expensed in the first quarter of fiscal 2012.
The following assumptions were used to determine the fair value of SARs during fiscal 2008:
As of December 31, 2011, 267,345 SARs with a weighted average base/exercise price per SAR of $38.44 were outstanding and unvested. No SARs were granted or exercised during fiscal 2012; however, approximately 23,800 shares were forfeited by a recipient due to termination of employment. The remaining 243,545 SARs did not vest because the closing price per share of Nash Finch common stock was below the minimum of $55.00 required for 90 consecutive market days before January 31, 2012. During fiscal 2012, the Company recognized directly through equity the write-off of the $0.8 million deferred tax asset less current year charges of $0.3 million related to the SARs that did not vest.
The following tables summarize activity in our share-based compensation plans during the fiscal year ended December 29, 2012:
* “Shares deferred upon vesting/settlement” above are net of the performance adjustment factor applied to the “units settled” for the participants that deferred shares as provided in the plan.
**The “shares expected to vest” in the above tables represent the following: For all grants, gross unvested units outstanding less management’s estimate of forfeitures due to termination of employment prior to vesting. For RSUs under “Performance Based Grants” that include a performance vesting condition based on a Nash Finch specific internal target, the number of shares expected to be paid based on management’s current expectation of achieving the target. For LTIP awards, the base amount of shares that could be earned without consideration of increases or decreases that may result based on plan performance metrics versus its peer group.
The weighted-average grant-date fair value of equity based restricted stock/performance units granted was $27.97, $38.84, and $35.83 during fiscal years 2012, 2011, and 2010, respectively. The weighted-average grant-date fair value of equity based SARs granted during 2008 was $8.44 per SAR.
The following tables present the non-vested equity awards, including options, restricted stock and performance units including LTIP.
No stock options were outstanding for any of fiscal 2012, 2011, or 2010. The total grant date fair value for all other share-based awards that vested during the year was $3.7 million, $9.3 million, and $5.5 million for fiscal 2012, 2011, and 2010, respectively. As of December 29, 2012, the total unrecognized compensation costs related to non-vested share-based compensation arrangements under our stock-based compensation plans was $0.4 million for service based awards and $0.1 million for performance based awards. The costs are expected to be recognized over a weighted-average period of 1.9 years for the service based awards and 0.8 years for the performance based awards.
(11) Earnings (Loss) per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share:
The senior subordinated convertible notes due in 2035 will be convertible at the option of the holder, only upon the occurrence of certain events, at an adjusted conversion rate of 9.7224 shares (initially 9.3120) of our common stock per $1,000 principal amount at maturity of the notes (equal to an adjusted conversion price of approximately $47.94 per share). Upon conversion, we will pay the holder the conversion value in cash up to the accreted principal amount of the note and the excess conversion value, if any, in cash, stock or both, at our option. Therefore, the notes are not currently dilutive to earnings per share as they are only dilutive above the accreted value.
Vested shares deferred by executives and board members are included in the calculation of basic earnings per share. These shares consist of performance units and restricted stock units earned by executives and board members as well as vested shares awarded under our LTIP. During fiscal 2011 and 2010, performance units granted under the 2008 LTIP Plan and 2007 LTIP Plan, respectively, were settled in shares of common stock, some of which were deferred by executives as required by the plans. Other performance units and RSUs granted between 2008 and 2012 pursuant to the 2000 Plan and 2009 Plan will be settled in shares of Nash Finch common stock. Unvested RSUs are not included in basic earnings per share until vested. All shares of time-restricted stock are included in diluted earnings per share using the treasury stock method, if dilutive. Performance units granted for the LTIP are only issuable if certain performance criteria are met, making these shares contingently issuable under ASC Topic 260. Therefore, the performance units are included in diluted earnings per share at the payout percentage based on performance criteria results as of the end of the respective reporting period and then accounted for using the treasury stock method, if dilutive. Shares related to the LTIP and shares related to RSUs that are included under “effect of dilutive options and awards” in the calculation of diluted earnings per share are as follows:
(12) Leases
A substantial portion of our store and warehouse properties are leased. The following table summarizes assets under capitalized leases:
Total future minimum sublease rents receivable related to operating and capital lease obligations as of December 29, 2012, are $14.8 million and $4.8 million, respectively. Future minimum payments for operating and capital leases have not been reduced by minimum sublease rentals receivable under non-cancelable subleases. At December 29, 2012, our future minimum rental payments under non-cancelable leases (including properties that have been subleased) are as follows:
Total rental expense under operating leases for fiscal 2012, 2011, and 2010 was as follows:
Most of our leases provide that we must 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. In those locations in which it makes economic sense to continue to operate, management expects that, in the normal course of business, leases that expire will be renewed or replaced by other leases.
(13) Concentration of Credit Risk
We provide financial assistance in the form of loans to some of our independent retailers for inventories, store fixtures and equipment and store improvements. Loans are generally secured by liens on real estate, inventory and/or equipment, personal guarantees and other types of collateral, and are generally repayable over a period of five to seven years. We establish allowances for doubtful accounts based upon periodic assessments of the credit risk of specific customers, collateral value, historical trends and other information. We believe that adequate provisions have been recorded for any doubtful accounts. In addition, we may guarantee debt and lease obligations of retailers. In the event these retailers are unable to meet their debt service payments or otherwise experience an event of default, we would be unconditionally liable for the outstanding balance of their debt and lease obligations, which would be due in accordance with the underlying agreements.
As of December 29, 2012, we have guaranteed outstanding lease obligations of a number of Food Distribution customers in the amount of $1.4 million. In the normal course of business, we also sublease and assign to third parties various leases. As of December 29, 2012, we estimate the present value of our maximum potential obligation, with respect to the subleases to be approximately $15.1 million and assigned leases to be approximately $8.3 million.
For guarantees issued after December 31, 2002, we are required to recognize an initial liability for the fair value of the obligation assumed under the guarantee. The maximum undiscounted payments we would be required to make in the event of default under the guarantees is $1.4 million, which is referenced above. These guarantees are secured by certain business assets and personal guarantees of the respective customers. We believe these customers will be able to perform under the lease agreements and that no payments will be required and no loss will be incurred under the guarantees. A liability representing the fair value of the obligations assumed under the guarantees is included in the accompanying consolidated financial statements. The amount of this liability is no longer significant due to elimination of the $0.7 million liability associated with the guarantee of the lease obligations of No Frills.
(14) Fair Value of Financial Instruments
We account for instruments recorded at fair value under the established fair value framework. The framework also applies under other accounting pronouncements that require or permit fair value measurements.
The fair value hierarchy for disclosure of fair value measurements is as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Quoted prices, other than quoted prices included in Level 1, that are observable for the assets or liabilities, either directly or indirectly.
Level 3: Inputs that are unobservable for the assets or liabilities.
As of December 29, 2012, we are not a party to any financial instruments that would be subject to a fair value measurement.
Other Financial Assets and Liabilities
Financial assets with carrying values approximating fair value include cash and cash equivalents and accounts receivable. Financial liabilities with carrying values approximating fair value include accounts payable and outstanding checks. The carrying value of these financial assets and liabilities approximates fair value due to their short maturities.
The fair value of notes receivable approximates the carrying value at December 29, 2012 and December 31, 2011. Substantially all notes receivable are based on floating interest rates which adjust to changes in market rates.
The estimated fair value of our long-term debt, including current maturities, was $356.3 million and $276.3 million at December 29, 2012 and December 31, 2011, respectively, utilizing discounted cash flows. The fair value is based on interest rates that are currently available to us for issuance of debt with similar terms and remaining maturities.
Non-Financial Assets
During fiscal 2012 we recognized goodwill impairments totaling $166.6 million. In addition to these impairments of goodwill, we recorded impairment charges of $13.1 million, $0.6 million and $0.9 million in fiscal 2012, 2011 and 2010, respectively. We utilize a discounted cash flow model and market approach that incorporates unobservable level 3 inputs to test for goodwill and long-lived asset impairments.
(15) Commitments and Contingencies
We are engaged from time-to-time in routine legal proceedings incidental to our business. We do not believe that these routine legal proceedings, taken as a whole, will have a material impact on our business or financial condition.
(16) Long-Term Compensation Plans
We have a profit sharing plan which includes a 401(k) feature, covering substantially all employees meeting specified requirements. Profit sharing contributions consist of an annual matching contribution to each participant’s plan account, which became discretionary based on Company profitability during fiscal 2010. For fiscal 2010 through 2012, the annual matching contribution provided that upon meeting the annual profitability target, we would match 100% of the participant’s contributions up to 3% of the participant’s eligible compensation for the year. In the event the participant’s contributions exceeded 3% of their eligible compensation for the year, we would match 50% of the next 2% of the participant’s eligible compensation for the year. The total expense recognized related to these matching contributions was zero, $3.8 million and $2.5 million for fiscal 2012, 2011 and 2010, respectively.
On January 1, 2000, we adopted a Supplemental Executive Retirement Plan (“SERP”) for key employees and executive officers. On the last day of the calendar year, each participant’s SERP account is credited with an amount equal to 20% of the participant’s base salary for the year. Benefits payable under the SERP typically vest based on years of participation in the SERP, ranging from 0% vested for less than five years of participation to 100% vested at 10 years’ participation (or age 65 if that occurs sooner). Amounts credited to a SERP account, plus earnings, are distributed following the executive’s termination of employment. Earnings are based on the quarterly equivalent of the average of the annual yield set forth for each month during the quarter in the Moody’s Corporate Bond Yield Averages. Compensation expense related to the plan was $0.9 million in fiscal 2012, $0.9 million in fiscal 2011 and $0.9 million in fiscal 2010.
We also have deferred compensation plans for a select group of management or highly compensated employees and for non-employee directors. The plans are unfunded and permit participants to defer receipt of a portion of their base salary, annual bonus or long-term incentive compensation in the case of employees, or cash compensation in the case of non-employee directors, which would otherwise be paid to them. The deferred amounts, plus earnings, are distributed following the executive’s termination of employment or the director’s termination of service on the Board. Earnings are based on the performance of phantom investments elected by the participant from a portfolio of investment options. Under the plans available to non-employee directors, the investment options include share units that correspond to shares of our common stock.
During fiscal 2004, we created and funded a benefits protection grantor trust to invest amounts deferred under these plans. A benefits protection or rabbi trust holds assets that would be available to pay benefits under a deferred compensation plan if the settler of the trust, such as us, is unwilling to pay benefits for any reason other than bankruptcy or insolvency. The rabbi trust now holds corporate-owned life insurance which is intended to fund potential future obligations. Assets in the trust remain subject to the claims of our general creditors, and the investment in the rabbi trust is classified in “other assets” on our Consolidated Balance Sheets.
(17) Pension and Other Post-retirement Benefits
One of our subsidiaries has a qualified non-contributory retirement plan to provide retirement income for certain eligible full-time employees who are not covered by a union retirement plan. Pension benefits under the plan are based on length of service and compensation. Our subsidiary contributes amounts necessary to meet minimum funding requirements. This plan has been curtailed and no new employees can enter the plan. This plan is also frozen for additional service credit.
We provide certain health care benefits for retired employees not subject to collective bargaining agreements. Such benefits are not provided to any employee who left us after December 31, 2003. Employees who left us on or before that date become eligible for those benefits when they reach early retirement age if they have met minimum age and service requirements. Effective December 31, 2006, we terminated these health care benefits for retired employees and their spouses or dependents that were eligible for coverage under Medicare. We provide coverage to retired employees and their spouses until the end of the month in which they become eligible for Medicare (which generally is age 65). Health care benefits for retirees are provided under a self-insured program administered by an insurance company.
We were required to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension plan and other post-retirement benefits in the December 30, 2006, statement of financial position, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The adjustment to accumulated other comprehensive income at adoption represents the net unrecognized actuarial losses, unrecognized prior service costs, and unrecognized transition obligation remaining, all of which were previously netted against the plan’s funded status in our statement of financial position. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic benefit cost in the same periods will be recognized as a component of other comprehensive income. These amounts will be subsequently recognized as a component of net periodic benefit cost pursuant to our accounting policy for amortizing such amounts.
Accumulated other comprehensive income consists of the following amounts that have not yet been recognized in net periodic benefit cost:
The prior service credits and actuarial losses (gains) included in accumulated other comprehensive income and expected to be recognized in net periodic cost (benefit) during the fiscal year ended December 28, 2013 are $919,000 and ($39,000) related to pension and other post-retirement benefits, respectively.
Funded Status
The following table sets forth the actuarial present value of benefit obligations and funded status of the curtailed pension plan and other post-retirement benefits for the years ended.
Amounts recognized in the consolidated balance sheets consist of:
Components of net periodic benefit cost (income)
The aggregate costs for our retirement benefits included the following components:
Assumptions
Weighted-average assumptions used to determine benefit obligations at December 29, 2012 and December 31, 2011:
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 29, 2012 and December 31, 2011:
As a result of the continued separation of participants from the pension plan, almost all participants are inactive. During 2012, the Company changed the period over which actuarial gains and losses are recognized from the average remaining service period of active participants to the average remaining life expectancy of inactive participants. The recognized actuarial losses were $0.8 million, $1.6 million and $1.4 million in fiscal years 2012, 2011 and 2010, respectively.
Assumed health care cost trend rates were as follows:
Assumed health care cost trend rates have an effect on the fiscal 2012 amounts reported for the health care plans. The effect of a one-percentage point increase or decrease in assumed health care cost trend rates on the total service and interest components and the post-retirement benefit obligation would be less than $1,000 in each case.
Pension Plan Investment Policy, Strategy and Assets
Our investment policy is to invest in equity, fixed income and other securities to cover cash flow requirements of the plan and minimize long-term costs. The targeted allocation of assets is 50% group annuity contract and 50% equity and debt securities. The pension plan’s weighted-average asset allocation by asset category is as follows:
Pension Plan Investment Valuation
Equity and debt securities consist of mutual funds which are public investment vehicles valued using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and classified within level 1 of the fair value hierarchy of ASC 820.
The group annuity contract is an immediate participation contract held with an insurance company that acts as custodian of the pension plan’s assets. The group annuity contract is stated at contract value as determined by the custodian, which approximates fair value. We evaluate the general financial condition of the custodian as a component of validating whether the calculated contract value is an accurate approximation of fair value. The review of the general financial condition of the custodian is considered obtainable/observable through the review of readily available financial information the custodian is required to file with the Securities and Exchange Commission. The group annuity contract is classified within level 3 of the valuation hierarchy of ASC 820.
The following tables set forth by level, within the fair value hierarchy, the plan’s assets at fair value as of December 29, 2012 and December 31, 2011:
The following tables set forth a summary of changes in the fair value of the pension plan’s level 3 assets for the years ended December 29, 2012 and December 31, 2011:
Estimated Future Benefits Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows (in thousands):
Expected Long-Term Rate of Return
The expected return assumption was based on asset allocations and the expected return and risk components of the various asset classes in the portfolio. This assumption is assumed to be reasonable over a long-term period that is consistent with the liabilities. Management has reviewed these assumptions and takes responsibility for the valuation of pension assets and obligations.
Employer Contributions
Pension Plan
We anticipate making contributions of $0.4 million during the measurement year ending December 28, 2013.
Multi-Employer Plans
Approximately 4.2% of our employees are covered by collectively-bargained pension plans. Contributions are determined in accordance with the provisions of negotiated union contracts and are generally based on the number of hours worked. Amounts contributed to those plans were $2.9 million, $3.3 million and $3.3 million in fiscal 2012, 2011 and 2010, respectively.
Certain of our unionized employees are covered by the Central States Southeast and Southwest Areas Pension Funds (“the Plan”), a multi-employer pension plan. Contributions are determined in accordance with the provisions of negotiated union contracts and are generally based on the number of hours worked. Based on the most recent information available, we believe the present value of actuarial accrued liabilities of the Plan substantially exceeds the value of the assets held in trust to pay benefits. The underfunding is not a direct obligation or liability of the Company. Moreover, if the Company were to exit certain markets or otherwise cease making contributions to the Plan, the Company could trigger a substantial withdrawal liability. However, the amount of any increase in contributions will depend upon several factors, including the number of employers contributing to the Plan, results of the Company’s collective bargaining efforts, investment returns on assets held by the Plan, actions taken by the trustees of the Plan, and actions that the Federal government may take. The Company does not believe it is likely that events requiring recognition of a withdrawal liability will occur. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably estimated.
The following table provides additional information about the Plan and our participation in it:
(a) The Company is party to five collective-bargaining agreements that require contributions to the Central States, Southeast and Southwest Areas Pension Plan. These agreements cover warehouse personnel and drivers in our Bellefontaine and Lima, Ohio distribution centers.
For each of the years reported on, our annual contributions to the Plan have not exceeded more than 5 percent of total employer contributions to the Plan, as indicated in the Plan’s most recently available annual report for the year ended December 31, 2011.
(18) Segment Information
We sell and distribute products that are typically found in supermarkets and operate three reportable operating segments. The Military segment consists of eight distribution centers that distribute products primarily to military commissaries and exchanges. During fiscal 2010, our military distribution centers in Columbus, Georgia and Bloomington, Indiana became operational. During fiscal 2012, our renovated Oklahoma City, Oklahoma facility became operational. Our Food Distribution segment consists of 13 distribution centers that sell to independently operated retail food stores, our corporate owned stores and other customers. During the third quarter of fiscal 2010, we closed our food distribution center in Bridgeport, Michigan at the end of its lease term. During the fourth quarter of fiscal 2012, we closed our food distribution center in Cedar Rapids, Iowa. The Retail segment consists of 75 corporate-owned stores that sell directly to the consumer. During fiscal 2012, we acquired eighteen No Frills supermarkets, twelve Bag ‘N Save supermarkets and one additional supermarket. We also sold two retail stores during fiscal 2012. We sold four retail stores and closed two retail stores during fiscal 2011. We closed two retail stores during fiscal 2010.
We evaluate segment performance and allocate resources based on profit or loss before income taxes, interest associated with corporate debt and other discrete items. The accounting policies of the reportable segments are the same as those described in the summary of accounting policies.
Inter-segment sales are recorded on a market price-plus-fee and freight basis. For segment financial reporting purposes, a portion of the operational profits recorded at our distribution centers related to corporate-owned stores is allocated to the Retail segment. Certain revenues and costs from our distribution centers are specifically identifiable to either the independent or corporate-owned stores that they serve. The revenues and costs that are specifically identifiable to corporate-owned stores are allocated to the Retail segment. Those that are specifically identifiable to independent customers are recorded in the Food Distribution segment. The remaining revenues and costs that are not specifically identifiable to either the independent or corporate-owned stores are allocated to the Retail segment as a percentage of corporate-owned store distribution sales to total distribution center sales. For fiscal 2012, 25% of such warehouse operational profits were allocated to the Retail segment compared to 24% and 23% in fiscal 2011 and 2010, respectively.
(1) Prior year amounts have been reclassified to present fees received for shipping, handling, and the performance of certain other services in accordance with ASC Topic 605. Please refer to Note 1 of the Notes to Consolidated Financial Statements of this Form 10-K for a further discussion.
All revenues are attributed to and all assets are held in the United States. Our market areas are primarily in the Midwest, Mid-Atlantic, Great Lakes and Southeast United States.
(19) Subsequent Event
On February 13, 2013, the Company instructed Wells Fargo Bank, National Association, as trustee (the “Trustee”), under the Indenture, dated as of March 15, 2005, between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of September 21, 2007, between the Company and the Trustee, governing the Company’s Senior Subordinated Convertible Notes due 2035 (the “Notes”), to notify the holders of the Notes that the Company will redeem all $322 million outstanding aggregate principal amount at maturity of the Notes on March 15, 2013. The Notes will be redeemed at a price equal to $466.11 per $1,000 in principal amount at maturity which represents a total payment to be made of $150.1 million.
As a result of the notice of redemption, holders are entitled, in lieu of having their Notes redeemed, to convert such Notes by surrendering them for conversion to the Trustee, in its capacity as Conversion Agent under the Indenture, no later than the close of business on March 13, 2013 and satisfying the other requirements set forth in the Notes and the Indenture. Upon any conversion, a holder would be entitled to receive a cash payment in an amount equal to the Conversion Value for each $1,000 principal amount at maturity of Notes. The Conversion Value would be the product of (i) the current Conversion Rate of 9.7224 shares of common stock for each $1,000 principal amount at maturity, times (ii) the average trading price of a share of the Company’s common stock over the 15 trading day period beginning on the third trading day following March 15, 2013. The Conversion Value would only exceed the $466.11 per $1,000 principal amount at maturity redemption price at an average common stock share price in excess of approximately $47.94. Based on current common stock trading prices, the Company expects the Conversion Value would be significantly less than the redemption price of $466.11 and, accordingly, the Company does not expect holders to exercise their conversion rights.
NASH FINCH COMPANY AND SUBSIDIARIES
Quarterly Financial Information (Unaudited)
(In thousands, except per share amounts and percent to sales)
(1) Prior year amounts have been reclassified to present fees received for shipping, handling, and the performance of certain other services in accordance with ASC Topic 605. Please refer to Note 1 of the Notes to Consolidated Financial Statements of this Form 10-K for a further discussion.
Significant items by quarter include the following:
1. Goodwill impairments of $132.0 million and $34.6 million during the second and fourth quarters, respectively, of fiscal 2012.
2. Impairments of long-lived assets of $13.1 million during the fourth quarter of fiscal 2012.
3. A gain on the acquisition of a business of $6.6 million during the second quarter of fiscal 2012.
4. Conversion and transition costs related to the opening of new Military food distribution facilities of $0.9 million, $0.5 million, $3.2 million and $1.0 million during the first, second, third and fourth quarters, respectively, of fiscal 2012.
5. Non-cash LIFO charges of $0.2 million, $0.4 million, $1.4 million and $1.3 million during the first, second, third and fourth quarters, respectively, of fiscal 2012.
6. Transaction and integration costs related to business acquisitions of $0.3 million, $0.9 million, $0.7 million and $0.1 million during the first, second, third and fourth quarters, respectively, of fiscal 2012.
7. Restructuring costs related to Food Distribution overhead centralization of $1.0 million during the fourth quarter of fiscal 2012.
8. The write off of $1.0 million in capitalized software costs during the fourth quarter of fiscal 2012.
9. Closing costs related to a Food Distribution facility of $0.8 million during the fourth quarter of fiscal 2012.
10. Transition costs related to Food Distribution facilities of $0.1 million and $0.2 million during the second and third quarters, respectively of fiscal 2012.
11 Restructuring costs related to Food Distribution overhead centralization of $0.5 million, $0.9 million, and $0.2 million during the second, third, and fourth quarters, respectively, of fiscal 2011.
12. Unusual professional fees of $2.0 million and $0.5 million during the third and fourth quarters, respectively, of fiscal 2011.
13. Conversion and transition costs related to new military food distribution facilities of $0.9 million, $0.3 million, $0.4 million, and $0.4 million during the first, second, third, and fourth quarters, respectively, of fiscal 2011.
14. Non-cash LIFO charges of $0.5 million, $2.1 million, $7.1 million, and $4.5 million during the first, second, third, and fourth quarters, respectively, of fiscal 2011.
15. The write off of $1.8 million in deferred financing costs during the fourth quarter of fiscal 2011 due to the refinancing of the Company’s asset-backed credit agreement.
16. A loss on the write-down of long-lived assets of $2.0 million and $0.1 million during the first and second quarters, respectively, of fiscal 2011.
17. The write off of $0.6 million in capitalized software costs during the third quarter of fiscal 2011.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer/Controller, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer/Controller have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Annual Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer/Controller, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 29, 2012. In conducting its evaluation, our management used the criteria set forth by the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded our internal control over financial reporting was effective as of December 29, 2012. This evaluation did not include the internal controls related to the acquisition from Bag ‘N Save, Inc. of twelve retail stores on April 3, 2012, and the acquisition from No Frills of eighteen retail stores on June 25, 2012.
Our internal control over financial reporting as of December 29, 2012 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included below.
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Nash-Finch Company
We have audited the internal control over financial reporting of Nash-Finch Company (a Delaware corporation) and subsidiaries (the “Company”) as of December 29, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of businesses acquired during 2012, whose financial statements reflect total assets and revenues constituting 4 and 9 percent, respectively, of the related consolidated financial statements as of and for the year ended December 29, 2012. As indicated in Management’s Report, these businesses were acquired during 2012 and therefore, management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of the businesses acquired.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2012, based on criteria established in Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 29, 2012, and our report dated February 28, 2013, expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
February 28, 2013
ITEM 9B.
ITEM 9B. OTHER INFORMATION
Not applicable
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information about our executive officers as of February 28, 2013:
Name
Age
Year First Elected or Appointed as an Executive Officer
Title
Alec C. Covington
President and Chief Executive Officer
Edward L. Brunot
Executive Vice President, President and Chief Operating Officer of MDV
Robert B. Dimond
Executive Vice President, Chief Financial Officer and Treasurer
Kevin Elliott
Executive Vice President, President and Chief Operating Officer, Nash Finch Wholesale/Retail
Kathleen M. Mahoney
Executive Vice President, General Counsel and Secretary
Calvin S. Sihilling
Executive Vice President and Chief Information Officer
Michael W. Rotelle III
Senior Vice President, Human Resources
There are no family relationships between or among any of our executive officers or directors. Our executive officers are elected by the Board of Directors for one-year terms after initial election, commencing with their election at the first meeting of the Board of Directors immediately following the annual meeting of stockholders and continuing until the next such meeting of the Board of Directors.
Alec C. Covington has been our President and Chief Executive Officer and a Director since May 2006. Mr. Covington served as President and Chief Executive Officer of Tree of Life, Inc., a marketer and distributor of natural and specialty foods, from February 2004 to May 2006, and for the same period as a member of the Executive Board of Tree of Life’s parent corporation, Royal Wessanen NV, a multi-national food corporation based in the Netherlands. From April 2001 to February 2004, he was Chief Executive Officer of AmeriCold Logistics, LLC, a provider of supply chain solutions in the consumer packaged goods industry. Prior to that time, Mr. Covington served as President of Richfood Inc., a regional food distributor.
Edward L. Brunot has served as our Executive Vice President and President and Chief Operating Officer of MDV since March 2012. Prior to that, Mr. Brunot served as our Senior Vice President and President and Chief Operating Officer of MDV since February 2009. Mr. Brunot joined Nash Finch in July 2006 as our Senior Vice President, Military. Mr. Brunot previously served as Senior Vice President, Operations for AmeriCold Logistics, LLC from December 2002 to May 2006, where he was responsible for 29 distribution facilities in the Western Region. Before that, Mr. Brunot was Vice President of Operations for CS Integrated from 1999 to 2002. Mr. Brunot served as a Captain in the United States Army and holds a BS degree from the United States Military Academy, West Point and an MS degree from the University of Scranton.
Robert B. Dimond returned as our Executive Vice President, Chief Financial Officer and Treasurer in January 2007. He previously served as Chief Financial Officer and Senior Vice President of Wild Oats Markets, Inc., a leading national natural and organic foods retailer, from April 2005 to December 2006. From January 2005 through March 2005, Mr. Dimond served as Executive Vice President and Chief Financial Officer of The Penn Traffic Company, a food retailer in the eastern United States, in connection with its emergence from bankruptcy proceedings. Prior to that, he served as our Executive Vice President, Chief Financial Officer and Treasurer from May 2002 to November 2004 and as our Chief Financial Officer and Senior Vice President from September 2000 to May 2002. Before that, Mr. Dimond held various financial roles with Kroger and Smith’s Food & Drug Centers, Inc. Mr. Dimond holds a BS degree in accounting from the University of Utah and is a Certified Public Accountant.
Kevin Elliott has served as an Executive Vice President of Nash Finch Company and as the President and Chief Operating Officer of Nash Finch Wholesale/Retail since November 2012. Prior to joining Nash Finch, Mr. Elliott was a consultant for Infineon Investments LLC, a consulting company focused on the retail and distribution industries, from January 2010 to November 2012. Prior to that, he served as Senior Vice President of Merchandising, Logistics and Marketing at Seven Eleven, Inc., a leading national convenience-store retailer, from 2007 to January 2010, as well as in other capacities related to merchandising and wholesale operations with Seven Eleven, Inc. from 2001 to 2007. Prior to that, Mr. Elliott held various leadership positions at The Webvan Group and Fleming Companies, Inc. Mr. Elliott holds a Bachelor of Science degree in Operational Management from Missouri State University in Springfield, Mo. and a Master of Business Administration degree from Southern Methodist University in Dallas, Texas.
Kathleen M. Mahoney has served as our Executive Vice President, General Counsel and Secretary since November 2009. Prior to that Ms. Mahoney served as our Senior Vice President, General Counsel and Secretary since July 2006. Ms. Mahoney joined Nash Finch as Vice President, Deputy General Counsel in November 2004. Prior to working at Nash Finch, she was the Managing Partner of the St. Paul office of Larson King, LLP from July 2002 to November 2004. Previously, she spent 13 years with the law firm of Oppenheimer, Wolff & Donnelly, LLP, where she served in a number of capacities including Managing Partner of their St. Paul office, Chair of the Labor and Employment Practice Group and Chair of the EEO Committee. Ms. Mahoney also served as Special Assistant Attorney General in the Minnesota Attorney General’s office for six years. Ms. Mahoney earned her JD degree from Syracuse University College of Law and a BA from Keene State College.
Calvin S. Sihilling has served as our Executive Vice President and Chief Information Officer since August 2006. Mr. Sihilling previously served as Chief Information Officer for AmeriCold Logistics, LLC from August 2001 to January 2006, where he was responsible for the oversight of Information Technology, Transportation, Project Support, and the National Service Center. Before that, Mr. Sihilling was CIO of the Eastern Region of Richfood Holdings, Inc./SuperValu Inc. from August 1998 to August 2001. Prior to that, Mr. Sihilling held various leadership positions at such companies as Alex Lee, Inc., PepsiCo Food Systems, Dr. Pepper Company and Electronic Data Systems. Mr. Sihilling holds a BS from the Northrop Institute of Technology.
Michael W. Rotelle III has served as our Senior Vice President, Human Resources since October 2008. Mr. Rotelle previously served as Executive Vice President, Human Resources for Acosta Sales and Marketing Company, a sales and marketing company serving the foodservice and grocery industries, from November 2007 to October 2008, where he was responsible for global Human Resource operations. Before that Mr. Rotelle served as Senior Vice President, Human Resources for Tree of Life, Inc. from August 2004 to November 2007. Prior to that Mr. Rotelle was Vice President, Human Resources of the Eastern Region of Richfood Holdings, Inc./ Supervalu Inc. from August 1994 to August 2004. Before that Mr. Rotelle held various operational and Human Resource positions with Rotelle, Inc. Mr. Rotelle holds a Bachelor of Science degree in Business Administration from Bloomsburg University.
The remaining information required by this item is incorporated by reference to the sections titled “Proposal Number 1: Election of Directors-Information About Directors and Nominees,” “Proposal Number 1: Election of Directors-Information About the Board of Directors and Its Committees,” “Corporate Governance-Governance Guidelines,” “Corporate Governance-Director Candidates” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our 2013 Proxy Statement.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the sections titled “Proposal Number 1: Election of Directors-Compensation of Directors,” “Proposal Number 1: Election of Directors-Compensation and Management Development Committee Interlocks and Insider Participation” and “Executive Compensation and Other Benefits” of our 2013 Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table provides information about Nash Finch common stock that may be issued upon the exercise of stock options, the payout of share units or performance units, or the granting of other awards under all of Nash Finch’s equity compensation plans in effect as of December 29, 2012:
(1) Includes stock options, stock appreciation rights, restricted stock units and performance units awarded under the 2009 Incentive Award Plan (“2009 Plan”) and 2000 Stock Incentive Plan (“2000 Plan”).
(2) The following numbers of shares remained available for issuance under each of our equity compensation plans at December 29, 2012. Grants under each plan may be in the form of any of the types of awards noted:
Plan
Number of Shares
Type of Award
2009 Plan
323,193
Stock options, restricted stock, stock appreciation rights, performance units, and stock bonuses.
2000 Plan
458,883
Stock options, restricted stock, stock appreciation rights, performance units, and stock bonuses.
1997 Director Plan
34,313
Share units
(3) Shares remaining available for issuance under the Director Deferred Compensation Plan. Each share unit acquired through the deferral of director compensation under the Director Deferred Compensation Plan is payable in one share of Nash Finch common stock following the individual’s termination of service as a director.
Description of Plans Not Approved by Shareholders
Director Deferred Compensation Plan. The Director Deferred Compensation Plan was adopted by the Board in December 2004 as a result of amendments to the Internal Revenue Code that affected the operation of non-qualified deferred compensation arrangements for amounts deferred on or after January 1, 2005. The Board reserved 50,000 shares of Nash Finch common stock for issuance in connection with the plan. The plan permits a participant to annually defer all or a portion of his or her cash compensation for service as a director, and have the amount deferred credited to either a cash account or a share account. Amounts credited to a share account are deemed to have purchased a number of share units determined by dividing the amount deferred by the then-current market price of a share of Nash Finch common stock. Each share unit represents the right to receive one share of Nash Finch common stock. The balance in a share account is payable only in stock following termination of service as a director.
Security Ownership of Certain Beneficial Owners and Management
In addition to the information set forth above, the information required by this item is incorporated by reference to the sections titled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” of our 2013 Proxy Statement.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to the sections titled “Proposal Number 1: Election of Directors-Information About the Board of Directors and Its Committees,” “Corporate Governance-Governance Guidelines-Independent Directors” and “Corporate Governance-Related Party Transaction Policy and Procedures” of our 2013 Proxy Statement.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the sections titled “Independent Auditors-Fees Paid to Independent Auditors” and “Independent Auditors-Pre-Approval of Audit and Non-Audit Services” of our 2013 Proxy Statement.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements.
The following financial statements are included in this report on the pages indicated:
Report of Independent Registered Public Accounting Firm - page 39
Consolidated Statements of Income (Loss) for the fiscal years ended December 29, 2012, December 31, 2011 and January 1, 2011 - page 40
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 29, 2012, December 31, 2011 and January 1, 2011 - page 41
Consolidated Balance Sheets as of December 29, 2012 and December 31, 2011 - page 42
Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2012, December 31, 2011 and January 1, 2011 - page 43
Consolidated Statements of Stockholders' Equity for the fiscal years ended December 29, 2012, December 31, 2011 and January 1, 2011 - page 44
Notes to Consolidated Financial Statements - pages 45 to 77
2. Financial Statement Schedules.
The following financial statement schedule is included herein and should be read in conjunction with the consolidated financial statements referred to above:
Valuation and Qualifying Accounts - page 88
Other Schedules. Other schedules are omitted because the required information is either inapplicable or presented in the consolidated financial statements or related notes.
3. Exhibits.
Exhibit
No. Description
3.1 Fourth Restated Certificate of Incorporation of Nash Finch Company, effective July 27, 2009 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed July 28, 2009 (File No. 0-785)).
3.2 Amended and Restated Bylaws of Nash Finch Company (as amended February 28, 2011) (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed May 23, 2011 (File No. 0-785)).
4.1 Stockholder Rights Agreement, dated February 13, 1996, between the Company and Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, National Association) (incorporated by reference to Exhibit 4 to our current report on Form 8-K dated February 13, 1996 (File No. 0-785)).
4.2 Amendment to Stockholder Rights Agreement dated as of October 30, 2001 (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to our Registration Statement on Form 8-A (filed July 26, 2002) (File No. 0-785)).
4.3 Indenture dated as of March 15, 2005 between Nash-Finch Company and Wells Fargo Bank, National Association, as Trustee (including form of Senior Subordinated Convertible Notes due 2035) (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed March 9, 2005 (File No. 0-785)).
4.4 Registration Rights Agreement dated as of March 15, 2005 between Nash-Finch Company and Deutsche Bank Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed March 9, 2005 (File No. 0-785)).
4.5 Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035 (incorporated by reference to Exhibit 99.1 to our current report on Form 8-K filed November 21, 2006 (File No. 0-785)).
4.6 First Supplemental Indenture to Senior Convertible Notes Due 2035 (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended June 14, 2008 (File No. 0-785)).
4.7 Notice of Adjustment of Conversion Rate of Senior Subordinated Convertible Notes Due 2035 (incorporated by reference to Exhibit 7.1 to our current report on Form 8-K filed March 25, 2009 (File No. 0-785)).
4.8 Notice of Adjustment of Conversion Rate of Senior Subordinated Convertible Notes Due 2035 (incorporated by reference to Exhibit 7.01 to our current report on Form 8-K filed March 21, 2011 (File No. 0-785)).
4.9 Notice of Adjustment of Conversion Rate of Senior Subordinated Convertible Notes Due 2035 (incorporated by reference to Exhibit 7.01 to our current report on Form 8-K filed September 27, 2012 (File No. 0-785)).
10.1 Credit Agreement, dated as of December 21, 2011, among Nash Finch Company, Various Lenders and Wells Fargo Capital Finance, LLC as Administrative Agent (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed December 23, 2011 (File No. 0-785)).
**10.2 Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004) (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed May 25, 2004 (File No. 333-115849)).
**10.3 Second Declaration of Amendment to Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004) (incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
**10.4 Nash-Finch Company Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed on December 30, 2004 (File No. 333-121755)).
**10.5 Amended and Restated Nash-Finch Company Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K filed March 12, 2009 (File No. 0-785)).
**10.6 Nash-Finch Company 2000 Stock Incentive Plan (as amended and restated on July 14, 2008) (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed March 12, 2009 (File No. 0-785)).
**10.7 Form of Non-Statutory Stock Option Agreement (for employees under the Nash-Finch Company 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
**10.8 Description of Nash-Finch Company Long-Term Incentive Program Utilizing Performance Unit Awards (incorporated by reference to Appendix I to our Proxy Statement for our Annual Meeting of Stockholders on May 10, 2005 (filed March 21, 2005) (File No. 0-785)).
**10.9 Form of Non-Statutory Stock Option Agreement (for non-employee directors under the Nash-Finch Company 1995 Director Stock Option Plan) (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
**10.10 Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended January 3, 2004 (File No. 0-785)).
**10.11 Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) - First Declaration of Amendment (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
**10.12 Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) - Second Declaration of Amendment (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
**10.13 Amended and Restated Nash-Finch Company Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K filed March 12, 2009 (File No. 0-785)).
**10.14 Nash-Finch Company Supplemental Executive Retirement Plan (as amended and restated on July 14, 2008) (incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K filed March 12, 2009 (File No. 0-785)).
**10.15 Nash-Finch Company Performance Incentive Plan (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended June 15, 2002 (File No. 0-785)).
**10.16 Description of Nash-Finch Company 2005 Executive Incentive Program (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the twelve weeks ended March 26, 2005 (File No. 0-785)).
**10.17 Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (File No. 0-785)).
**10.18 Form of Amended and Restated Restricted Stock Unit Agreement (for non-employee directors under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K filed March 12, 2009 (File No. 0-785)).
**10.19 New Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed March 12, 2009 (File No. 0-785)).
**10.20 Form of Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.1 to our Form 8-K filed August 11, 2006 (File No. 0-785)).
**10.21 Form of Amended and Restated Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan) (incorporated by reference to Exhibit 10.3 to our Form 10-Q filed November 6, 2008 (File No. 0-785)).
**10.22 New Form of Executive Restricted Stock Unit Agreement (under the 2000 Stock Incentive Plan), effective July 14, 2008 (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed November 6, 2008 (File No. 0-785)).
**10.23 Nash-Finch Company 2000 Stock Incentive Plan Performance Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington (incorporated by reference to Exhibit 10.3 to our Form 10-Q for the quarter ended June 17, 2006 (File No. 0-785)).
**10.24 Nash-Finch Company 2000 Stock Incentive Plan Restricted Stock Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington (incorporated by reference to Exhibit 10.2 to our Form 10-Q for the quarter ended June 17, 2006 (File No. 0-785)).
**10.25 Letter Agreement between Nash-Finch Company and Alec C. Covington dated March 16, 2006 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed April 18, 2006 (File No. 0-785)).
**10.26 Amendment to the Letter Agreement between Nash-Finch Company and Alec C. Covington dated February 27, 2007 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed March 1, 2007 (File No. 0-785)).
**10.27 Change in Control Agreement entered into by Nash-Finch Company and Alec. C. Covington dated February 26, 2008 (incorporated by reference to Exhibit 10.1 to our Form 8-K/A filed February 28, 2008 (File No. 0-785)).
**10.28 Change in Control Agreement entered into by Nash-Finch Company and Alec. C. Covington dated February 28, 2011 (incorporated by reference to Exhibit 10.31 to our Form 10-K filed March 3, 2011 (File No. 0-785)).
**10.29 Restricted Stock Unit Agreement between the Company and Alec C. Covington dated February 27, 2007 (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed May 1, 2007 (File No. 0-785)).
**10.30 Letter Agreement between Nash-Finch Company and Robert B. Dimond dated November 29, 2006 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed December 21, 2006 (File No. 0-785)).
**10.31 Amended Form of Change in Control Agreement for Senior and Executive Vice Presidents, effective November 3, 2008 (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed November 6, 2008 (File No. 0-785)).
**10.32 Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed November 13, 2007 (File No. 0-785)).
**10.33 Stock Appreciation Rights Agreement under the Nash-Finch Company 2000 Stock Incentive Plan dated December 17, 2008 (incorporated by reference to Exhibit 10.2 to our Form 8-K filed February 3, 2009 (File No. 0-785)).
**10.34 Amended and Restated Stock Appreciation Rights Agreement under the Nash-Finch Company 2000 Stock Incentive Plan dated December 17, 2008 (incorporated by reference to Exhibit 10.1 to our Form 10-Q filed May 4, 2009 (File No. 0-785)).
**10.35 Nash-Finch Company Incentive Award Plan (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed May 26, 2009 (File No. 0-785)).
**10.36 Nash Finch Company Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed May 26, 2009 (File No. 0-785)).
**10.37 Form of Change in Control Agreement entered into by Nash-Finch Company and Alec C. Covington dated February 27, 2012 (incorporated by reference to Exhibit 10.40 to our Form 10-K filed March 1, 2012 (File No. 0-785)).
10.38 Amendment No. 1, dated as of November 27, 2012, to the Credit Agreement dated December 21, 2011, among Nash Finch Company, Various Lenders and Wells Fargo Capital Finance, LLC as Administrative Agent (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed November 28, 2012 (File No. 0-785)).
12.1 Computation of Ratio of Earnings to Fixed Charges (filed herewith).
21.1 Our subsidiaries (filed herewith).
23.1 Consent of Grant Thornton LLP (filed herewith).
24.1 Power of Attorney (filed herewith).
31.1 Rule 13a-14(a) Certification of the Chief Executive Officer (filed herewith).
31.2 Rule 13a-14(a) Certification of the Chief Financial Officer (filed herewith).
31.3 Rule 13a-14(a) Certification of the Chief Accounting Officer/Controller (filed herewith).
32.1 Section 1350 Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer/Controller (filed herewith).
A copy of any of these exhibits will be furnished at a reasonable cost to any of our stockholders, upon receipt from any such person of a written request for any such exhibit. Such request should be sent to Nash Finch Company, 7600 France Avenue South, P.O. Box 355, Minneapolis , Minnesota, 55440-0355, Attention: Secretary.
________________
* The Company agrees to furnish supplementary to the SEC upon request by the SEC any omitted schedule or exhibit.
** Items that are management contracts or compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of Form 10-K.
NASH FINCH COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
Fiscal Years ended December 29, 2012, December 31, 2011 and January 1, 2011
(In thousands)
(a) Recoveries on accounts previously written off, unless noted otherwise
(b) Reversal of reserve relating to write-offs
(c) Includes current and non-current receivables
(d) Net payments of lease obligations and termination fees
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 28, 2013 by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Alec C. Covington
/s/ Robert B. Dimond
Alec C. Covington, President and Chief Executive Officer
Robert B. Dimond, Executive Vice President,
(Principal Executive Officer)
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Peter J. O’Donnell
Peter J. O’Donnell, Chief Accounting Officer/Controller
(Principal Accounting Officer)
/s/ William R. Voss*
William R. Voss, Chairman of the Board
/s/ Mickey P. Foret*
Mickey P. Foret, Director
/s/ Christopher W. Bodine *
Christopher W. Bodine, Director
/s/ Douglas A. Hacker*
Douglas A. Hacker, Director
/s/ Hawthorne L. Proctor*
Hawthorne L. Proctor, Director
*By: /s/ Kathleen M. Mahoney
Kathleen M. Mahoney
Attorney-in-fact
NASH-FINCH COMPANY
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended December 29, 2012
Exhibit
No.
Description
Method of Filing
3.1
Fourth Restated Certificate of Incorporation of Nash Finch Company, effective July 27, 2009
IBR
3.2
Amended and Restated Bylaws of Nash Finch Company (as amended February 28, 2011)
IBR
4.1
Stockholder Rights Agreement, dated February 13, 1996, between the Company and Wells Fargo Bank, N.A. (formerly known as Norwest Bank Minnesota, National Association).
IBR
4.2
Amendment to Stockholder Rights Agreement dated as of October 30, 2001.
IBR
4.3
Indenture dated as of March 15, 2005 between Nash-Finch Company and Wells Fargo Bank, National Association, as Trustee (including form of Senior Subordinated Convertible Notes due 2035).
IBR
4.4
Registration Rights Agreement dated as of March 15, 2005 between Nash-Finch Company and Deutsche Bank Securities Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
IBR
4.5
Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035.
IBR
4.6
First Supplemental Indenture to Senior Convertible Notes Due 2035.
IBR
4.7
Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035.
IBR
4.8
Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035.
IBR
4.9
Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035.
IBR
10.1
Credit Agreement, dated as of December 21, 2011, among Nash Finch Company, Various Lenders and Wells Fargo Capital Finance, LLC as Administrative Agent.
IBR
10.2
Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004).
IBR
10.3
Second Declaration of Amendment to Nash-Finch Company Income Deferral Plan (as amended through May 21, 2004).
IBR
10.4
Nash-Finch Company Deferred Compensation Plan.
IBR
10.5
Amended and Restated Nash-Finch Company Deferred Compensation Plan.
IBR
10.6
Nash-Finch Company 2000 Stock Incentive Plan (as amended and restated on July 14, 2008).
IBR
10.7
Form of Non-Statutory Stock Option Agreement (for employees under the Nash-Finch Company 2000 Stock Incentive Plan).
IBR
10.8
Description of Nash-Finch Company Long-Term Incentive Program Utilizing Performance Unit Awards.
IBR
10.9
Form of Non-Statutory Stock Option Agreement (for non-employee directors under the Nash-Finch Company 1995 Director Stock Option Plan).
IBR
10.10
Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision).
IBR
10.11
Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) - First Declaration of Amendment.
IBR
10.12
Nash-Finch Company 1997 Non-Employee Director Stock Compensation Plan (2003 Revision) - Second Declaration of Amendment.
IBR
10.13
Amended and Restated Nash-Finch Company Director Deferred Compensation Plan.
IBR
10.14
Nash-Finch Company Supplemental Executive Retirement Plan (as amended and restated on July 14, 2008).
IBR
10.15
Nash-Finch Company Performance Incentive Plan.
IBR
10.16
Description of Nash-Finch Company 2005 Executive Incentive Program.
IBR
10.17
Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan).
IBR
10.18
Form of Amended and Restated Restricted Stock Unit Agreement (for non-employee directors under the 2000 Stock Incentive Plan).
IBR
10.19
New Form of Restricted Stock Unit Award Agreement (for non-employee directors under the 2000 Stock Incentive Plan).
IBR
10.20
Form of Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan).
IBR
10.21
Form of Amended and Restated Restricted Stock Unit Award Agreement (under the 2000 Stock Incentive Plan).
IBR
10.22
New Form of Executive Restricted Stock Unit Agreement (under the 2000 Stock Incentive Plan), effective July 14, 2008.
IBR
10.23
Nash-Finch Company 2000 Stock Incentive Plan Performance Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington.
IBR
10.24
Nash-Finch Company 2000 Stock Incentive Plan Restricted Stock Unit Award Agreement dated as of May 1, 2006 between the Company and Alec C. Covington.
IBR
10.25
Letter Agreement between Nash-Finch Company and Alec C. Covington dated March 16, 2006.
IBR
10.26
Amendment to the Letter Agreement between Nash-Finch Company and Alec. C. Covington dated February 27, 2007.
IBR
10.27
Change in Control Agreement entered into by Nash Finch Company and Alec C. Covington dated February 26, 2008.
IBR
10.28
Change in Control Agreement entered into by Nash Finch Company and Alec C. Covington dated February 28, 2011.
IBR
10.29
Restricted Stock Unit Agreement between the Company and Alec C. Covington dated February 27, 2007.
IBR
10.30
Letter Agreement between Nash-Finch Company and Robert B Dimond dated November 29, 2006.
IBR
10.31
Amended Form of Change in Control Agreement for Senior and Executive Vice Presidents, effective November 3, 2008.
IBR
10.32
Form of Amended and Restated Indemnification Agreement.
IBR
10.33
Stock Appreciation Rights Agreement under the Nash-Finch Company 2000 Stock Incentive Plan dated December 17, 2008.
IBR
10.34
Amended and Restated Stock Appreciation Rights Agreement under the Nash-Finch Company 2000 Stock Incentive Plan dated December 17, 2008
IBR
10.35
Nash-Finch Company Incentive Award Plan
IBR
10.36
Nash Finch Company Performance Incentive Plan
IBR
10.37
Form of Change in Control Agreement entered into by Nash Finch Company and Alec C. Covington dated February 27, 2012
IBR
10.38
Amendment No. 1, dated as of November 27, 2012, to the Credit Agreement, dated December 21, 2011, among Nash Finch Company, Various Lenders and Wells Fargo Capital Finance, LLC as Administrative Agent.
IBR
12.1
Computation of Ratio of Earnings to Fixed Charges.
E
21.1
Our subsidiaries.
E
23.1
Consent of Grant Thornton LLP.
E
24.1
Power of Attorney.
E
31.1
Rule 13a-14(a) Certification of the Chief Executive Officer.
E
31.2
Rule 13a-14(a) Certification of the Chief Financial Officer.
E
31.3
Rule 13a-14(a) Certification of the Chief Accounting Officer/Controller
E
32.1
Section 1350 Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer/Controller.
E