Nash Finch Company (NASDAQ: NAFC), one of the leading food distribution
companies in the United States, today announced financial results for
the 12 week and 52 week periods ended January 2, 2010.
Financial Results
Sales for fiscal 2009 were $5.213 billion compared to $4.633 billion in
the prior-year, an increase of 12.5%. Excluding the $683.3 million of
sales attributable to the acquisition of three military distribution
centers on January 31, 2009 and the extra week of sales in fiscal 2008,
total company comparable sales for fiscal 2009 decreased 0.6%. Sales for
the 12 week fourth quarter of fiscal 2009 were $1.222 billion compared
to $1.188 billion in the 13 week prior-year quarter, an increase of
2.9%. Excluding the additional sales attributable to the three acquired
military distribution centers of $174.8 million and after adjusting
sales in fiscal 2008 for the extra week of $99.8 million, total
comparable fourth quarter fiscal 2008 sales declined 3.8%.
Consolidated EBITDA1 for fiscal 2009 decreased 2.5% to $140.1
million, or 2.7% of sales, as compared to $143.7 million, or 3.1% of
sales, for the prior year. After excluding the effect of the extra week
in fiscal 2008, Consolidated EBITDA declined 0.4% in the fiscal 2009.
For the fourth quarter 2009, Consolidated EBITDA decreased 11.9% to
$31.3 million, or 2.6% of sales, compared to $35.5 million, or 3.0% of
sales, in the same prior-year period. After excluding the effect of the
extra week in fiscal 2008 of $3.0 million, Consolidated EBITDA declined
3.9% in the fourth quarter 2009. Consolidated EBITDA is a non-GAAP
financial measure that is reconciled to the most directly comparable
GAAP financial results in the attached financial statements.
Net earnings for fiscal 2009 were $2.8 million, or $0.21 per diluted
share, as compared to net earnings of $33.1 million, or $2.52 per
diluted share, in fiscal 2008. Net earnings for fiscal 2009 were
negatively affected by significant items, which are presented in a table
below, totaling $40.3 million (net of tax), or $3.01 per diluted share,
while net earnings for fiscal 2008 were negatively impacted by
significant items totaling $9.5 million, or $0.73 per diluted share. As
announced on January 15, 2010, the Company took a non-cash goodwill
impairment charge in the fourth quarter of fiscal 2009 relating to its
retail segment. The charge taken was $50.9 million, or $3.58 per diluted
share.
A net loss of $43.1 million was recognized during the fourth quarter
2009, or $3.20 per diluted share, as compared to net earnings of $5.4
million, or $0.41 per diluted share, in the prior year quarter. Net
earnings for the fourth quarter 2009 were negatively impacted by
significant items presented below, totaling $51.7 million, or $3.83 per
diluted share, while earnings for the fourth quarter 2008 were
negatively affected by significant items totaling $4.9 million, or $0.38
per diluted share.
"In the fourth quarter the food distribution and retail industry
continued to feel the impact of shifts in consumer shopping patterns and
price deflation and we were no exception. However, we continued to focus
on things we could control such as the proactive management of expenses
and debt reduction, which helped us to achieve a strong free cash flow
to net assets ratio above 10% for the year,” said Alec Covington,
President and CEO of Nash Finch. "While we expect industry headwinds to
continue, we remain focused on strategic priorities that can drive
long-term shareholder value such as prudent management of our balance
sheet and financial liquidity, additional investment opportunities in
our military business that can drive further growth, and opportunistic
acquisitions.”
The following table identifies the significant net credits (charges)
affecting our Consolidated EBITDA, net earnings and diluted earnings per
share for the fourth quarter, fiscal 2009 and prior year results:
|
|
|
|
|
|
|
(dollars in millions except per share amounts)
|
|
4th Quarter
|
|
YTD
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
Significant credits (charges)
|
|
|
|
|
|
|
|
|
|
Gain on sale of intangible asset
|
|
$
|
0.7
|
|
|
-
|
|
|
0.7
|
|
|
0.6
|
|
|
Net reduction of lease reserves
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.4
|
|
|
Acquisition & integration costs
|
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(2.8
|
)
|
|
(0.5
|
)
|
|
Store opening costs
|
|
|
-
|
|
|
-
|
|
|
(0.7
|
)
|
|
-
|
|
|
Other
|
|
|
(0.2
|
)
|
|
-
|
|
|
(0.6
|
)
|
|
(0.8
|
)
|
|
Significant net credits (charges) impacting Consolidated EBITDA
|
|
$
|
0.1
|
|
|
(0.5
|
)
|
|
(3.4
|
)
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LIFO credits (charges)
|
|
$
|
2.3
|
|
|
(7.8
|
)
|
|
3.0
|
|
|
(19.7
|
)
|
|
Net reduction of lease reserves
|
|
|
(1.4
|
)
|
|
0.3
|
|
|
(3.1
|
)
|
|
2.4
|
|
|
Gain on acquisition of a business
|
|
|
-
|
|
|
-
|
|
|
6.7
|
|
|
-
|
|
|
Litigation gain
|
|
|
-
|
|
|
-
|
|
|
7.6
|
|
|
-
|
|
|
Goodwill impairment
|
|
|
(50.9
|
)
|
|
-
|
|
|
(50.9
|
)
|
|
-
|
|
|
Other impairments & special charge
|
|
|
(6.5
|
)
|
|
-
|
|
|
(8.2
|
)
|
|
(1.0
|
)
|
|
Other
|
|
|
-
|
|
|
-
|
|
|
(1.4
|
)
|
|
(0.8
|
)
|
|
Total significant net charges impacting earnings before tax
|
|
$
|
(56.4
|
)
|
|
(8.0
|
)
|
|
(49.7
|
)
|
|
(19.4
|
)
|
|
Income tax on significant net charges
|
|
|
2.1
|
|
|
3.1
|
|
|
2.5
|
|
|
7.6
|
|
|
Tax effect on gains and impairments
|
|
|
2.6
|
|
|
-
|
|
|
5.3
|
|
|
-
|
|
|
Prior year tax true-ups
|
|
|
-
|
|
|
-
|
|
|
1.6
|
|
|
2.3
|
|
|
Total significant net charges impacting net earnings
|
|
$
|
(51.7
|
)
|
|
(4.9
|
)
|
|
(40.3
|
)
|
|
(9.5
|
)
|
|
Diluted earnings per share impact
|
|
$
|
(3.83
|
)
|
|
(0.38
|
)
|
|
(3.01
|
)
|
|
(0.73
|
)
|
Military Distribution Results
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
|
4th Quarter
|
|
%
|
|
YTD
|
|
%
|
|
|
|
2009
|
|
2008
|
|
Change
|
|
2009
|
|
2008
|
|
Change
|
|
Sales
|
|
$
|
477.0
|
|
334.0
|
|
42.8%
|
|
1,985.3
|
|
1,290.6
|
|
53.8%
|
|
Segment EBITDA1
|
|
|
12.8
|
|
12.7
|
|
0.8%
|
|
55.4
|
|
51.2
|
|
8.2%
|
|
Percentage of Sales
|
|
|
2.7%
|
|
3.8%
|
|
|
|
2.8%
|
|
4.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The military segment sales increased $694.7 million, or 53.8%, to $1.985
billion in fiscal 2009 as compared to fiscal 2008. Excluding the extra
sales from the additional week in fiscal 2008 and the acquisition of
three distribution centers on January 31, 2009 of $683.3 million,
comparable sales increased 2.7% in fiscal 2009. Military segment sales
increased $143.0 million, or 42.8%, to $477.0 million in the fourth
quarter 2009. Excluding the week of extra sales and the three acquired
distribution centers of $174.8 and adjusting sales in the fourth quarter
of fiscal 2008 for $28.4 million of the extra week, comparable sales
decreased 1.1% in the fourth quarter of 2009.
Military EBITDA increased by 8.2% in fiscal 2009 and 0.8% in the fourth
quarter 2009 as compared to the same periods last year. EBITDA as a
percentage of sales decreased to 2.8% in fiscal 2009 and 2.7% in the
fourth quarter 2009 as compared to 4.0% and 3.8% in the same comparable
periods in 2008, respectively, and includes acquisition and integration
costs of approximately $2.8 million and $0.5 million, respectively. The
military segment EBITDA margin was also negatively impacted by
approximately 1.0% of sales in the fourth quarter and fiscal 2009,
respectively, as compared to 2008 due to the three newly acquired
distribution centers which currently operate at a lower EBITDA margin
than the rest of our military business. After excluding the effect of
the extra week in fiscal 2008 of $1.1 million, Consolidated EBITDA
increased 10.2% as compared to the same period last year.
"The Company is committed to expanding the military business and we will
open a 400,000 square foot distribution center in Columbus, Georgia in
2010 that complements our military distribution centers in the
Southeast,” said Mr. Covington. "This will allow us to better serve the
commissaries in that region and will provide significant transportation
savings as well as long-term strategic growth opportunities.”
Food Distribution and Retail Results
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
|
4th Quarter
|
|
%
|
|
YTD
|
|
%
|
|
|
|
2009
|
|
2008
|
|
Change
|
|
2009
|
|
2008
|
|
Change
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food Distribution
|
|
$
|
615.0
|
|
|
706.3
|
|
|
(12.9
|
%)
|
|
2,655.0
|
|
|
2,740.5
|
|
|
(3.1
|
%)
|
|
Retail
|
|
|
130.4
|
|
|
148.1
|
|
|
(11.9
|
%)
|
|
572.3
|
|
|
602.5
|
|
|
(5.0
|
%)
|
|
Total
|
|
|
745.4
|
|
|
854.5
|
|
|
(12.8
|
%)
|
|
3,227.3
|
|
|
3,342.9
|
|
|
(3.5
|
%)
|
|
Segment EBITDA1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food Distribution
|
|
$
|
22.6
|
|
|
26.6
|
|
|
(15.1
|
%)
|
|
96.9
|
|
|
109.6
|
|
|
(11.5
|
%)
|
|
Retail
|
|
|
4.8
|
|
|
8.3
|
|
|
(41.7
|
%)
|
|
26.6
|
|
|
31.4
|
|
|
(15.3
|
%)
|
|
Total
|
|
$
|
27.4
|
|
|
34.9
|
|
|
(21.4
|
%)
|
|
123.5
|
|
|
141.0
|
|
|
(12.4
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Sales
|
|
|
3.7
|
%
|
|
4.1
|
%
|
|
|
|
3.8
|
%
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The food distribution and retail segments sales decreased by 3.5% to
$3.227 billion in fiscal 2009 versus fiscal 2008. Total segment
comparable sales for fiscal 2009 were down 2.1% after excluding the
extra week of sales attributable to fiscal 2008. The segment sales in
the fourth quarter 2009 decreased by 12.8% to $745.4 million versus the
fourth quarter of 2008. On a comparable basis, sales decreased 4.8% in
the fourth quarter 2009 after adjusting fiscal 2008 sales by $71.3
million for the extra week and were reflective of deflation which
translated into negative comparables sales to existing customers and
same store sales declines of 3.1% in our retail units.
The food distribution and retail segments EBITDA decreased by 12.4% in
fiscal 2009 and decreased 21.4% in the fourth quarter 2009 as compared
to the same periods last year. EBITDA decreased as a percentage of sales
to 3.8% in fiscal 2009 as compared to 4.2% in fiscal 2008. EBITDA as a
percentage of sales declined to 3.7% in the fourth quarter 2009 from
4.1% in 2008. After adjusting for the extra week in the fourth quarter
of fiscal 2008 of $2.9 million, EBITDA declined 14.3% as compared to the
same period last year.
Summary
"We will continue to implement supply chain and working capital
initiatives across our business segments as we work to achieve our
long-term financial targets,” said Mr. Covington. "In 2010, in addition
to expanding our military facilities, we remain committed to adding new
food distribution customers and we will focus on initiatives that reduce
administrative and operating expenses. We will also continue to
strengthen our balance sheet and reduce debt. We are well positioned and
have the financial capacity to make investments in support of our
strategic plan.”
Financial Target Progress
Substantial improvements on the Company’s financial targets have been
achieved since the targets were announced as part of the Company’s
strategic plan in November 2006. In particular, from Fiscal 2006 to the
end of Fiscal 2009, Consolidated EBITDA margin improved from 2.2% to
2.7% of sales and the debt leverage ratio has improved by more than one
full turn of EBITDA from 3.11x to 2.02x. The organic revenue growth
metric was affected by the uncertain economic environment which turned
negative 0.6% for fiscal 2009. The ratio of free cash flow to net assets
metric was 10.6% in fiscal 2009. The following table charts the
Company’s progress towards its long-term financial targets that are
anticipated to be attained through successful execution of the strategic
plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Targets
|
|
Long-term
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
|
|
Target
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
Organic Revenue Growth
|
|
2.0%
|
|
(0.6%)
|
|
3.1%
|
|
(2.1%)
|
|
(2.9%)
|
|
Consolidated EBITDA Margin
|
|
4.0%
|
|
2.7%
|
|
3.1%
|
|
2.8%
|
|
2.2%
|
|
Trailing Four Quarter Free Cash Flow2 / Net Assets
|
|
10.0%
|
|
10.6%
|
|
12.0%
|
|
9.2%
|
|
8.7%
|
|
Total Leverage Ratio (Total Debt / Trailing Four Quarter
Consolidated EBITDA)
|
|
2.5 - 3.0 x
|
|
2.02x
|
|
1.75x
|
|
2.20x
|
|
3.11x
|
|
|
|
|
|
|
|
|
|
|
|
|
2 Defined as cash provided from operations less capital
expenditures for property, plant & equipment during the trailing four
quarters divided by the average net assets for the current period and
prior year comparable period (total assets less current liabilities plus
current portion of long-term debt and capital leases).
Liquidity
Total debt decreased by $49.9 million during the fourth quarter 2009 to
$283.5 million. The Company continues to focus on effectively managing
its balance sheet and is currently in compliance with all of its debt
covenants. The debt leverage ratio as of the end of the fourth quarter
2009 was 2.02x. Availability on the Company’s revolving credit facility
at the end of the quarter was $203.3 million.
Share Repurchase Program
As previously announced, the Board of Directors authorized a share
repurchase program for the Company to spend up to $25.0 million to
purchase shares of the Company’s common stock. The program took effect
on November 16, 2009 and will continue until December 31, 2010. During
the fourth quarter of 2009 the Company repurchased 30,720 shares in the
open market for $1.0 million dollars at an average price per share of
$33.10.
Goodwill Impairment and Special Charge
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 Accounting
Standards Codification Topic 350 (originally issued as Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets”). The test indicated an impairment of our retail
segment goodwill, and the resulting analysis resulted in a charge of
$50.9 million to retail goodwill and reflects the lower market multiples
and fair value of the retail business. The impairment of the retail
segment goodwill is a non-cash charge that does not impact cash flow or
Consolidated EBITDA. After the charge, there is approximately $18.9
million of retail goodwill remaining on the Company’s balance sheet.
In the fourth quarter the Company recorded a non-cash special charge of
$6.0 million, due to an asset impairment in the food distribution
segment. The charge is composed of write downs of $5.5 million of
leasehold improvements and $0.5 million of capital lease and fixtures
and equipment.
Customer Transition
Today the Company announced that it will discontinue its supply
relationship with a portion of a buying group serviced out of the
Company’s distribution center in Lumberton, NC. "Unfortunately, some of
the members of this cooperative buying group which is supplied by Nash
Finch have decided to leave the group and in doing so will transition to
another supplier," said Mr. Covington. While it is not known with
certainty which members ultimately will leave the buying group, it
appears as though it will result in a reduction of less than 3% of the
Company's annual revenue and EBITDA. It is anticipated that the
transition of supply will be completed within the next 60 days.
A conference call to review the fourth quarter and fiscal 2009 results
is scheduled for 10 a.m. CT (11 a.m. ET) on March 4, 2010. Interested
participants can listen to the conference call over the Internet by
logging onto the "Investor Relations” portion of Nash Finch's website at http://www.nashfinch.com.
A replay of the webcast will be available and the transcript of the call
will be archived on the "Investor Relations” portion of Nash Finch's
website under the heading "Audio Archives.” A copy of this press release
and the other financial and statistical information about the periods to
be discussed in the conference call will be available at the time of the
call on the "Investor Relations” portion of the Nash Finch website under
the caption "Press Releases.”
Nash Finch Company is a Fortune 500 company and one of the leading food
distribution companies in the United States. Nash Finch’s core business,
food distribution, serves independent retailers and military
commissaries in 34 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt. The Company also owns and operates a
base of retail stores, primarily supermarkets under the Econofoods®,
Family Thrift Center®, AVANZA® and Sun Mart® trade names. Further
information is available on the Company's website at www.nashfinch.com.
This release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Such
statements relate to trends and events that may affect our future
financial position and operating results.
Any statement contained
in this release that is not statements of historical fact may be deemed
forward-looking statements.
For example, words such as "may,”
"will,” "should,” "likely,” "expect,” "anticipate,” "estimate,”
"believe,” "intend, ” "potential” or "plan,” or comparable terminology,
are intended to identify forward-looking statements.
Such
statements are based upon current expectations, estimates 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 or contribute to material differences include, but are not
limited to, the following:
-
the effect of competition on our food distribution, military and
retail businesses;
-
general sensitivity to economic conditions, including the uncertainty
related to the current recession in the U.S. and worldwide economic
slowdown; recent disruptions to the credit and financial markets in
the U.S. and worldwide; changes in market interest rates; continued
volatility in energy prices and food commodities;
-
macroeconomic and geopolitical events affecting commerce generally;
-
changes in consumer buying and spending patterns;
-
our ability to identify and execute plans to expand our food
distribution, military and retail operations;
-
possible changes in the military commissary system, including those
stemming from the redeployment of forces, congressional action and
funding levels;
-
our ability to identify and execute plans to improve the competitive
position of our retail operations;
-
the success or failure of strategic plans, new business ventures or
initiatives;
-
our ability to successfully integrate and manage current or future
businesses we acquire, including the ability to manage credit risks
and retain the customers of those operations;
-
changes in credit risk from financial accommodations extended to new
or existing customers;
-
significant changes in the nature of vendor promotional programs and
the allocation of funds among the programs;
-
limitations on financial and operating flexibility due to debt levels
and debt instrument covenants;
-
legal, governmental, legislative or administrative proceedings,
disputes, or actions that result in adverse outcomes;
-
failure of our internal control over financial reporting;
-
changes in accounting standards;
-
technology failures that may have a material adverse effect on our
business;
-
severe weather and natural disasters that may impact our supply chain;
-
unionization of a significant portion of our workforce;
-
changes in health care, pension and wage costs and labor relations
issues;
-
costs related to multi-employer pension plan;
-
product liability claims, including claims concerning food and
prepared food products;
-
threats or potential threats to security; and
-
unanticipated problems with product procurement.
A more detailed discussion of many of these factors, as well as other
factors that could affect the Company’s results, is contained in the
Company’s periodic reports filed with the SEC.
You should
carefully consider each of these factors and all of the other
information in this release.
We believe that all forward-looking
statements are based upon reasonable assumptions when made.
However,
we caution that it is impossible to predict actual results or outcomes
and that accordingly you should not place undue reliance on these
statements.
Forward-looking statements speak only as of the date
when made and we undertake no obligation to revise or update these
statements in light of subsequent events or developments.
Actual
results and outcomes may differ materially from anticipated results or
outcomes discussed in 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 (SEC).
1 Consolidated EBITDA, and segment EBITDA are calculated as
earnings before interest, income tax, depreciation and amortization,
adjusted to exclude extraordinary gains or losses, gains or losses from
sales of assets other than inventory in the ordinary course of business,
and non-cash charges (such as LIFO, asset impairments, closed store
lease costs and share-based compensation), less cash payments made
during the current period on non-cash charges recorded in prior periods.
Consolidated EBITDA should not be considered an alternative measure of
our net income, operating performance, cash flows or liquidity.
Consolidated EBITDA is provided as additional information as a key
metric used to determine payout pursuant to our Short-Term and Long-Term
Incentive Plans.
|
NASH FINCH COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve
|
|
Thirteen
|
|
Fifty Two
|
|
Fifty Three
|
|
|
|
|
|
|
Weeks Ended
|
|
Weeks Ended
|
|
Weeks Ended
|
|
Weeks Ended
|
|
|
|
|
|
|
January 2
|
|
January 3
|
|
January 2
|
|
January 3
|
|
|
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
1,222,437
|
|
|
1,188,442
|
|
|
5,212,655
|
|
|
4,633,494
|
|
|
Cost of sales
|
|
|
1,126,851
|
|
|
1,090,560
|
|
|
4,793,967
|
|
|
4,226,545
|
|
|
|
Gross profit
|
|
|
95,586
|
|
|
97,882
|
|
|
418,688
|
|
|
406,949
|
|
|
|
Gross profit margin
|
|
|
7.8%
|
|
|
8.2%
|
|
|
8.0%
|
|
|
8.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
65,273
|
|
|
72,154
|
|
|
287,328
|
|
|
288,263
|
|
|
|
Special charges
|
|
|
6,020
|
|
|
-
|
|
6,020
|
|
|
-
|
|
|
Gain on acquisition of a business
|
|
|
-
|
|
-
|
|
(6,682
|
)
|
|
-
|
|
|
Gain on litigation settlement
|
|
|
-
|
|
-
|
|
(7,630
|
)
|
|
-
|
|
|
Goodwill impairment
|
|
|
50,927
|
|
|
-
|
|
50,927
|
|
|
-
|
|
|
Depreciation and amortization
|
|
|
9,304
|
|
|
9,051
|
|
|
40,603
|
|
|
38,429
|
|
|
|
Interest expense
|
|
|
5,607
|
|
|
6,034
|
|
|
24,372
|
|
|
26,466
|
|
|
|
|
Total other costs and expenses
|
|
|
137,131
|
|
|
87,239
|
|
|
394,938
|
|
|
353,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes
|
|
|
(41,545
|
)
|
|
10,643
|
|
|
23,750
|
|
|
53,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
1,562
|
|
|
5,231
|
|
|
20,972
|
|
|
20,646
|
|
|
|
Net earnings (loss)
|
|
$
|
(43,107
|
)
|
|
5,412
|
|
|
2,778
|
|
|
33,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(3.31
|
)
|
|
0.42
|
|
|
0.21
|
|
|
2.57
|
|
|
|
Diluted
|
|
$
|
(3.20
|
)
|
|
0.41
|
|
|
0.21
|
|
|
2.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per common share
|
|
$
|
0.180
|
|
|
0.180
|
|
|
0.720
|
|
|
0.720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding and
common equivalent shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
13,032
|
|
|
12,864
|
|
|
13,007
|
|
|
12,886
|
|
|
|
Diluted
|
|
|
13,480
|
|
|
13,114
|
|
|
13,379
|
|
|
13,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NASH FINCH COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
January 2, 2010
|
|
January 3, 2009
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
830
|
|
|
824
|
|
|
|
Accounts and notes receivable, net
|
|
|
250,767
|
|
|
185,943
|
|
|
|
Inventories
|
|
|
285,443
|
|
|
261,491
|
|
|
|
Prepaid expenses and other
|
|
|
11,410
|
|
|
13,909
|
|
|
|
Deferred tax assets
|
|
|
9,366
|
|
|
5,784
|
|
|
|
|
Total current assets
|
|
|
557,816
|
|
|
467,951
|
|
|
|
|
|
|
|
|
|
|
|
Notes receivable, net
|
|
|
23,343
|
|
|
28,353
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
637,167
|
|
|
590,894
|
|
|
|
Less accumulated depreciation and amortization
|
|
|
(422,529
|
)
|
|
(392,807
|
)
|
|
|
|
Net property, plant and equipment
|
|
|
214,638
|
|
|
198,087
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
166,545
|
|
|
218,414
|
|
|
Customer contracts and relationships, net
|
|
|
21,062
|
|
|
24,762
|
|
|
Investment in direct financing leases
|
|
|
3,185
|
|
|
3,388
|
|
|
Other assets
|
|
|
12,947
|
|
|
11,591
|
|
|
|
|
Total assets
|
|
$
|
999,536
|
|
|
952,546
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders'
Equity
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Current maturities of long-term debt and capitalized lease
obligations
|
|
$
|
4,438
|
|
|
4,032
|
|
|
|
Accounts payable
|
|
|
240,483
|
|
|
220,610
|
|
|
|
Accrued expenses
|
|
|
60,524
|
|
|
73,087
|
|
|
|
Income taxes payable
|
|
|
3,064
|
|
|
-
|
|
|
|
Total current liabilities
|
|
|
308,509
|
|
|
297,729
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
257,590
|
|
|
222,774
|
|
|
Capitalized lease obligations
|
|
|
21,442
|
|
|
25,252
|
|
|
Deferred tax liability, net
|
|
|
19,323
|
|
|
22,232
|
|
|
Other liabilities
|
|
|
42,113
|
|
|
35,539
|
|
|
Commitments and contingencies
|
|
|
-
|
|
-
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
Preferred stock - no par value.
|
|
|
|
|
|
|
|
|
Authorized 500 shares; none issued
|
|
|
-
|
|
-
|
|
|
Common stock of $1.66 2/3 par value
|
|
|
|
|
|
|
|
|
Authorized 50,000 shares, issued 13,675 and 13,665 shares
respectively
|
|
|
22,792
|
|
|
22,776
|
|
|
|
Additional paid-in capital
|
|
|
106,705
|
|
|
98,048
|
|
|
|
Common stock held in trust
|
|
|
(2,342
|
)
|
|
(2,243
|
)
|
|
|
Deferred compensation obligations
|
|
|
2,342
|
|
|
2,243
|
|
|
|
Accumulated other comprehensive income (loss)
|
|
|
(10,756
|
)
|
|
(10,876
|
)
|
|
|
Retained earnings
|
|
|
261,821
|
|
|
268,562
|
|
|
|
Treasury stock at cost, 863 and 848 shares, respectively
|
|
|
(30,003
|
)
|
|
(29,490
|
)
|
|
|
|
Total stockholders' equity
|
|
|
350,559
|
|
|
349,020
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
999,536
|
|
|
952,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NASH FINCH COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|
|
|
52 Weeks
|
|
53 Weeks
|
|
|
|
|
|
|
|
January 2
|
|
January 3
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
Operating activities:
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
2,778
|
|
|
33,145
|
|
|
|
Adjustments to reconcile net earnings to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special charges -- non cash portion
|
|
|
6,020
|
|
|
-
|
|
|
|
Impairment of retail goodwill
|
|
|
50,927
|
|
|
-
|
|
|
|
Gain on acquisition of a business
|
|
|
(6,682
|
)
|
|
-
|
|
|
|
Gain on litigation settlement
|
|
|
(7,630
|
)
|
|
-
|
|
|
|
Depreciation and amortization
|
|
|
40,603
|
|
|
38,429
|
|
|
|
|
Amortization of deferred financing costs
|
|
|
1,779
|
|
|
2,142
|
|
|
|
|
Non-cash convertible debt interest
|
|
|
4,944
|
|
|
4,651
|
|
|
|
|
Rebateable loans
|
|
|
4,095
|
|
|
2,992
|
|
|
|
|
Provision for bad debts
|
|
|
1,411
|
|
|
(1,292
|
)
|
|
|
|
Provision for lease reserves
|
|
|
3,136
|
|
|
(1,832
|
)
|
|
|
|
Deferred income tax expense
|
|
|
(10,764
|
)
|
|
3,622
|
|
|
|
|
Gain on sale of real estate and other
|
|
|
(137
|
)
|
|
(187
|
)
|
|
|
|
LIFO charge
|
|
|
(3,033
|
)
|
|
19,740
|
|
|
|
|
Asset impairments
|
|
|
2,460
|
|
|
2,555
|
|
|
|
|
Share-based compensation
|
|
|
9,084
|
|
|
8,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
1,223
|
|
|
244
|
|
|
|
|
Other
|
|
|
(151
|
)
|
|
(742
|
)
|
|
|
Changes in operating assets and liabilities, net of effects of
acquisitions
|
|
|
|
|
|
|
|
|
Accounts and notes receivable
|
|
|
(6,250
|
)
|
|
17,430
|
|
|
|
|
Inventories
|
|
|
21,143
|
|
|
(31,489
|
)
|
|
|
|
Prepaid expenses
|
|
|
(1,081
|
)
|
|
839
|
|
|
|
|
Accounts payable
|
|
|
(8,178
|
)
|
|
(1,037
|
)
|
|
|
|
Accrued expenses
|
|
|
(12,367
|
)
|
|
3,970
|
|
|
|
|
Income taxes payable
|
|
|
6,854
|
|
|
13,048
|
|
|
|
|
Other assets and liabilities
|
|
|
2,189
|
|
|
(3,021
|
)
|
|
|
|
|
Net cash provided by operating activities
|
|
|
102,373
|
|
|
111,999
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
Disposal of property, plant and equipment
|
|
|
830
|
|
|
438
|
|
|
|
Additions to property, plant and equipment
|
|
|
(30,402
|
)
|
|
(31,955
|
)
|
|
|
Business acquired, net of cash
|
|
|
(78,056
|
)
|
|
(6,566
|
)
|
|
|
Loans to customers
|
|
|
(2,350
|
)
|
|
(24,050
|
)
|
|
|
Payments from customers on loans
|
|
|
4,769
|
|
|
1,588
|
|
|
|
Corporate-owned life insurance, net
|
|
|
(461
|
)
|
|
131
|
|
|
|
|
Net cash used in investing activities
|
|
|
(105,670
|
)
|
|
(60,414
|
)
|
|
Financing activities:
|
|
|
|
|
|
|
|
Proceeds (payments) of revolving debt
|
|
|
30,500
|
|
|
87,300
|
|
|
|
Dividends paid
|
|
|
(9,239
|
)
|
|
(9,229
|
)
|
|
|
Proceeds from exercise of stock options
|
|
|
196
|
|
|
329
|
|
|
|
Proceeds from employee stock purchase plan
|
|
|
-
|
|
238
|
|
|
|
Repurchase of common stock
|
|
|
(1,017
|
)
|
|
(14,348
|
)
|
|
|
Payments of long-term debt
|
|
|
(595
|
)
|
|
(119,255
|
)
|
|
|
Payments of capitalized lease obligations
|
|
|
(3,436
|
)
|
|
(3,639
|
)
|
|
|
Increase (decrease) in outstanding checks
|
|
|
(10,065
|
)
|
|
9,951
|
|
|
|
Payments of deferred financing costs
|
|
|
(2,874
|
)
|
|
(3,573
|
)
|
|
|
Tax benefit from exercise of stock options
|
|
|
(167
|
)
|
|
603
|
|
|
|
|
Net cash used by financing activities
|
|
|
3,303
|
|
|
(51,623
|
)
|
|
|
Net increase (decrease) in cash
|
|
|
6
|
|
|
(38
|
)
|
|
|
Cash at beginning of year
|
|
|
824
|
|
|
862
|
|
|
|
Cash at end of year
|
|
$
|
830
|
|
|
824
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Non cash investing and financing activities
|
|
|
|
|
|
|
|
|
Acquisition of minority interest
|
|
|
-
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NASH FINCH COMPANY AND SUBSIDIARIES
|
|
|
|
|
|
|
Supplemental Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fifty-two
|
|
Fifty-three
|
|
|
|
|
|
|
Weeks Ended
|
|
Weeks Ended
|
|
|
|
|
|
|
January 2
|
|
January 3
|
|
Other Data (In thousands)
|
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
$
|
283,470
|
|
$
|
252,058
|
|
|
|
Stockholders' equity
|
|
|
$
|
350,559
|
|
$
|
349,020
|
|
|
|
Capitalization
|
|
|
$
|
634,029
|
|
$
|
601,078
|
|
|
|
Debt to total capitalization
|
|
|
|
44.7%
|
|
|
41.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Data
|
|
|
|
|
|
|
|
|
Consolidated EBITDA (a)
|
|
|
$
|
140,137
|
|
$
|
143,723
|
|
|
|
Leverage ratio - trailing 4 qtrs. (debt to consolidated EBITDA) (b)
|
|
|
2.02x
|
|
1.75x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparable GAAP Data
|
|
|
|
|
|
|
|
|
Debt to earnings before income taxes (b)
|
|
|
|
11.94
|
|
|
4.69
|
|
(a)
|
|
Consolidated EBITDA, as defined in our credit agreement, is
earnings before interest, income tax, depreciation and
amortization, adjusted to exclude extraordinary gains or losses,
gains or losses from sales of assets other than inventory in the
ordinary course of business, and non-cash charges (such as LIFO,
asset impairments, closed store lease costs and share-based
compensation), less cash payments made during the current period
on non-cash charges recorded in prior periods. Consolidated EBITDA
should not be considered an alternative measure of our net income,
operating performance, cash flows or liquidity. The amount of
consolidated EBITDA is provided as a metric used to determine
payout of performance units pursuant to our Long-Term Incentive
Plan
|
|
|
|
|
|
(b)
|
|
Leverage ratio is defined as the Company's total debt at January
2, 2010 and January 3, 2009, divided by Consolidated EBITDA for
the respective four trailing quarters. The most comparable GAAP
ratio is debt at the same date divided by earnings from continuing
operations before income taxes for the respective four quarters.
|
|
|
|
|
|
Derivation of Consolidated
EBITDA; Segment Consolidated EBITDA; and Segment Profit (in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
Rolling
|
|
|
|
|
|
|
Qtr 1
|
|
Qtr 2
|
|
Qtr 3
|
|
Qtr 4
|
|
4 Qtrs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
$
|
17,526
|
|
|
16,114
|
|
|
31,655
|
|
|
(41,545
|
)
|
|
23,750
|
|
|
|
Add/(deduct)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIFO
|
|
|
-
|
|
(287
|
)
|
|
(445
|
)
|
|
(2,301
|
)
|
|
(3,033
|
)
|
|
|
|
Depreciation and amortization
|
|
|
9,335
|
|
|
9,372
|
|
|
12,592
|
|
|
9,304
|
|
|
40,603
|
|
|
|
|
Interest expense
|
|
|
5,304
|
|
|
5,840
|
|
|
7,621
|
|
|
5,607
|
|
|
24,372
|
|
|
|
|
Special Charge
|
|
|
-
|
|
-
|
|
-
|
|
6,020
|
|
|
6,020
|
|
|
|
|
Goodwill impairment
|
|
|
-
|
|
-
|
|
-
|
|
50,927
|
|
|
50,927
|
|
|
|
|
Gain on acquisition of a business
|
|
|
(6,682
|
)
|
|
-
|
|
-
|
|
-
|
|
(6,682
|
)
|
|
|
|
Gain on litigation settlement
|
|
|
-
|
|
-
|
|
(7,630
|
)
|
|
-
|
|
(7,630
|
)
|
|
|
|
Closed store lease costs
|
|
|
1,066
|
|
|
-
|
|
425
|
|
|
1,644
|
|
|
3,135
|
|
|
|
|
Asset Impairment
|
|
|
-
|
|
898
|
|
|
840
|
|
|
722
|
|
|
2,460
|
|
|
|
|
Gains on sale of real estate
|
|
|
3,307
|
|
|
2,408
|
|
|
1,706
|
|
|
1,663
|
|
|
9,084
|
|
|
|
|
Stock Compensation
|
|
|
-
|
|
-
|
|
(54
|
)
|
|
-
|
|
(54
|
)
|
|
|
|
Subsequent cash payments on non-cash charges
|
|
|
(617
|
)
|
|
(714
|
)
|
|
(712
|
)
|
|
(772
|
)
|
|
(2,815
|
)
|
|
|
Total Consolidated EBITDA
|
|
$
|
29,239
|
|
|
33,631
|
|
|
45,998
|
|
|
31,269
|
|
|
140,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
Rolling
|
|
|
Segment Consolidated EBITDA
|
|
|
Qtr 1
|
|
Qtr 2
|
|
Qtr 3
|
|
Qtr 4
|
|
4 Qtrs
|
|
|
|
Food Distribution
|
|
$
|
20,930
|
|
|
23,432
|
|
|
29,964
|
|
|
22,552
|
|
|
96,878
|
|
|
|
|
Military
|
|
|
13,099
|
|
|
12,432
|
|
|
17,027
|
|
|
12,802
|
|
|
55,360
|
|
|
|
|
Retail
|
|
|
5,734
|
|
|
6,775
|
|
|
9,252
|
|
|
4,834
|
|
|
26,595
|
|
|
|
|
Unallocated Corporate Overhead
|
|
|
(10,524
|
)
|
|
(9,008
|
)
|
|
(10,245
|
)
|
|
(8,919
|
)
|
|
(38,696
|
)
|
|
|
|
|
|
$
|
29,239
|
|
|
33,631
|
|
|
45,998
|
|
|
31,269
|
|
|
140,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
Rolling
|
|
|
Segment profit
|
|
|
Qtr 1
|
|
Qtr 2
|
|
Qtr 3
|
|
Qtr 4
|
|
4 Qtrs
|
|
|
|
Food Distribution
|
|
$
|
18,832
|
|
|
21,371
|
|
|
27,302
|
|
|
20,611
|
|
|
88,116
|
|
|
|
|
Military
|
|
|
12,036
|
|
|
11,098
|
|
|
15,183
|
|
|
11,400
|
|
|
49,717
|
|
|
|
|
Retail
|
|
|
3,328
|
|
|
4,297
|
|
|
5,882
|
|
|
2,381
|
|
|
15,888
|
|
|
|
|
Unallocated Corporate Overhead
|
|
|
(16,670
|
)
|
|
(20,652
|
)
|
|
(16,712
|
)
|
|
(75,937
|
)
|
|
(129,971
|
)
|
|
|
|
|
|
$
|
17,526
|
|
|
16,114
|
|
|
31,655
|
|
|
(41,545
|
)
|
|
23,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2008
|
|
2008
|
|
2008
|
|
Rolling
|
|
|
|
|
|
|
Qtr 1
|
|
Qtr 2
|
|
Qtr 3
|
|
Qtr 4
|
|
4 Qtrs
|
|
|
Earnings (loss) before income taxes
|
|
$
|
16,281
|
|
|
13,838
|
|
|
13,029
|
|
|
10,643
|
|
|
53,791
|
|
|
|
Add/(deduct)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIFO
|
|
|
1,134
|
|
|
2,397
|
|
|
8,360
|
|
|
7,849
|
|
|
19,740
|
|
|
|
|
Depreciation and amortization
|
|
|
9,032
|
|
|
8,703
|
|
|
11,643
|
|
|
9,051
|
|
|
38,429
|
|
|
|
|
Interest expense
|
|
|
6,117
|
|
|
6,759
|
|
|
7,556
|
|
|
6,034
|
|
|
26,466
|
|
|
|
|
Closed store lease costs
|
|
|
(2,094
|
)
|
|
99
|
|
|
480
|
|
|
(317
|
)
|
|
(1,832
|
)
|
|
|
|
Asset Impairment
|
|
|
395
|
|
|
401
|
|
|
694
|
|
|
1,065
|
|
|
2,555
|
|
|
|
|
Gains on sale of real estate
|
|
|
1,943
|
|
|
2,022
|
|
|
3,013
|
|
|
1,814
|
|
|
8,792
|
|
|
|
|
Subsequent cash payments on non-cash charges
|
|
|
(2,184
|
)
|
|
(612
|
)
|
|
(787
|
)
|
|
(635
|
)
|
|
(4,218
|
)
|
|
|
Total Consolidated EBITDA
|
|
$
|
30,624
|
|
|
33,607
|
|
|
43,988
|
|
|
35,504
|
|
|
143,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2008
|
|
2008
|
|
2008
|
|
Rolling
|
|
|
Segment Consolidated EBITDA after reclass of bad debt expense
|
|
|
Qtr 1
|
|
Qtr 2
|
|
Qtr 3
|
|
Qtr 4
|
|
4 Qtrs
|
|
|
|
Food Distribution
|
|
$
|
25,270
|
|
|
24,975
|
|
|
32,814
|
|
|
26,568
|
|
|
109,627
|
|
|
|
|
Military
|
|
|
11,234
|
|
|
11,554
|
|
|
15,678
|
|
|
12,698
|
|
|
51,164
|
|
|
|
|
Retail
|
|
|
6,645
|
|
|
7,003
|
|
|
9,443
|
|
|
8,291
|
|
|
31,382
|
|
|
|
|
Unallocated Corporate Overhead
|
|
|
(12,525
|
)
|
|
(9,925
|
)
|
|
(13,947
|
)
|
|
(12,053
|
)
|
|
(48,450
|
)
|
|
|
|
|
|
$
|
30,624
|
|
|
33,607
|
|
|
43,988
|
|
|
35,504
|
|
|
143,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2008
|
|
2008
|
|
2008
|
|
Rolling
|
|
|
Segment profit after reclass of bad debt expense
|
|
|
Qtr 1
|
|
Qtr 2
|
|
Qtr 3
|
|
Qtr 4
|
|
4 Qtrs
|
|
|
|
Food Distribution
|
|
$
|
22,940
|
|
|
22,885
|
|
|
30,028
|
|
|
24,422
|
|
|
100,275
|
|
|
|
|
Military
|
|
|
10,762
|
|
|
11,091
|
|
|
15,072
|
|
|
12,200
|
|
|
49,125
|
|
|
|
|
Retail
|
|
|
4,543
|
|
|
4,774
|
|
|
6,326
|
|
|
5,692
|
|
|
21,335
|
|
|
|
|
Unallocated Corporate Overhead
|
|
|
(21,964
|
)
|
|
(24,912
|
)
|
|
(38,397
|
)
|
|
(31,671
|
)
|
|
(116,944
|
)
|
|
|
|
|
|
$
|
16,281
|
|
|
13,838
|
|
|
13,029
|
|
|
10,643
|
|
|
53,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
