UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
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QuickLinks −− Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 28, 2002 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period to . Commission file number: 0−785 NASH−FINCH COMPANY (Exact name of Registrant as specified in its charter) Delaware 41−0431960 (State of Incorporation) (I.R.S. Employer Identification No.) 7600 France Avenue South P.O. Box 355 Minneapolis, Minnesota 55440−0355 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (952) 832−0534 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.662/3 per share Common Stock Purchase Rights Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes No X Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b−2 of the Act). Yes X No The aggregate market value of the voting stock held by non−affiliates of the Registrant as of June 15, 2002 (the last business day of the Registrant's most recently completed second fiscal quarter) was $342,655,096, based on the last reported sale price of $29.50 on the NASDAQ National Market on the last trading day prior to such date. As of April 30, 2003, 11,943,217 shares of Common Stock of the Registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None. Nash Finch Company Index Page No. Part I Item 1. Business 3 Item 2. Properties 11 Item 3. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Security Holders 13 Part II Item 5. Market for Company's Common Equity and Related Stockholder Matters 14 Item 6. Selected Financial Data 15 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 32 Item 8. Financial Statements and Supplementary Data 33 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 66 Part III Item 10. Directors and Executive Officers of the Registrant 66 Item 11. Executive Compensation 70 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 76 Item 13. Certain Relationships and Related Transactions 80 Item 14. Controls and Procedures 80 Part IV Item 15. Exhibits, Financial Statement Schedules, and reports on Form 8−K 82 SIGNATURES 89 Nash Finch Company PART I Throughout this report, we refer to Nash Finch Company, together with its subsidiaries, as "we," "us," "Nash Finch" or "the Company." This report, including the information that is or will be incorporated by reference into this report, contains forward−looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding the Company contained in this report that are not historical in nature, particularly those that utilize terminology such as "may," "will," "should," "likely," "expects," "anticipates," "estimates," "believes" or "plans," or comparable terminology, are forward−looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward−looking statements. Important factors known to us that could cause material differences are identified and discussed in this report, particularly in Part II, Item 7 under the caption "Cautionary Factors". You should carefully consider each cautionary factor and all of the other information in this report. We undertake no obligation to revise or update publicly any forward−looking statements. You are advised, however, to consult any future disclosures we make on related subjects in future reports to the Securities and Exchange Commission (the "SEC" or the "Commission"). We own or have the rights to various trademarks, trade names and service marks, including the following referred to in this report: AVANZA™, Buy•n•Save®, Econofoods®, Sun Mart®, Family Thrift Center™, Our Family®, Fame®, Value Choice™, Food Pride®, Fresh Place®, Kids Korner™ Performance Driven® and logo. The trademark IGA®, referred to in this report, is the registered trademark of another. 1 Explanatory Note On November 18, 2002, we announced a delay in the filing of our Quarterly Report on Form 10−Q for the quarter ended October 5, 2002 because of a previously disclosed internal review of our practices and procedures with respect to certain promotional allowances provided to us that reduce the cost of sales. The review was focused on how we assess "count−recount" charges (see Item 1 of this report under the caption "Vendor Allowances and Credits"), which was also the subject of a previously disclosed informal inquiry then being conducted by the staff of the Division of Enforcement of the SEC (see Item 3 of this report under the caption "SEC Investigation"). As a result of this delay, we received a Nasdaq Staff Determination on November 26, 2002 indicating that our failure to timely file that Form 10−Q violated Nasdaq Marketplace Rules and caused our securities to be subject to delisting by Nasdaq. We requested and received a hearing before the Nasdaq Listing Qualifications Panel ("Nasdaq Panel"), which continued the listing of our securities subject to our filing the third quarter 2002 Form 10−Q by March 19, 2003, and this Annual Report on Form 10−K by March 28, 2003 (see Item 5 of this report). The delay in filing the Form 10−Q also resulted in a breach of a reporting covenant under the indenture for our 81/2% Senior Subordinated Notes due 2008 which, if unremedied, would have resulted in an event of default under both that indenture and our bank credit facility. We obtained amendments to both the indenture and the bank credit facility to extend the deadlines for us to file the third quarter 2002 Form 10−Q, this Annual Report, and our first quarter 2003 Form 10−Q (see Item 7 of this report under the caption "Liquidity and Capital Resources"). Effective January 28, 2003, Deloitte & Touche LLP resigned as our independent auditors (see Item 9 of this report and Exhibit 99.2). On February 4, 2003 we received a formal order of investigation from the SEC. After providing a written communication detailing the basis for the manner in which we assess and account for count−recount charges, and after meeting with members of the staff of the SEC's Office of the Chief Accountant and Division of Corporation Finance, we were informed by a letter dated March 7, 2003 that, based on our oral and written representations, the staffs of the SEC's Office of the Chief Accountant and Division of Corporation Finance would not object at that time to our accounting for the count−recount charges. The investigation by the SEC's Division of Enforcement is ongoing. Effective March 11, 2003, our Audit Committee engaged Ernst & Young LLP as our independent auditors, and we sought a further extension of the filing deadlines from the Nasdaq Panel. On March 24, 2003, we were notified that the Nasdaq Panel had agreed to extend the filing deadlines for our third quarter 2002 Form 10−Q to May 15, 2003, for this Annual Report to May 30, 2003, and for our first quarter 2003 Form 10−Q to June 9, 2003. These filing deadlines are the same as or earlier than those established in the amendments to the indenture and the bank credit facility. The third quarter 2002 Form 10−Q was filed with the SEC on May 15, 2003, and this Annual Report is being filed on May 15, 2003. We expect to file our first quarter 2003 Form 10−Q on or before the June 9, 2003 deadline. 2 ITEM 1. BUSINESS A. GENERAL DEVELOPMENT OF BUSINESS. Originally established in 1885 and incorporated in 1921, today we are one of the leading food distribution and retail companies in the United States, with approximately $3.9 billion in annual sales. Our business consists of three primary operating segments: food distribution, food retailing and military food distribution. Our food distribution segment sells and distributes a wide variety of nationally branded and private label grocery products from 15 distribution centers to more than 1,500 grocery stores and institutional customers located in 24 states across the United States. We continue to implement operating initiatives to enhance productivity and expand profitability while providing a higher level of service to our distribution customers. We believe that in order to continue to grow our food distribution operations we must provide our customers with low prices, exceptional customer service and successful marketing and merchandising programs. Our food retailing segment is made up of 109 corporate−owned stores located primarily in the Upper Midwest states of Colorado, Illinois, Iowa, Kansas, Minnesota, Nebraska, North Dakota, South Dakota and Wisconsin. We believe that approximately 62% of our conventional grocery stores are #1 or #2 in their respective local markets, which includes all stores within the respective city limits in which our stores are located, based on sales.