##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
(Amendment No. 1)
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   NASH-FINCH COMPANY
 (Exact name of Registrant as specified in its charter)
 Delaware(State of Incorporation)
    
    41-0431960(I.R.S. Employer Identification No.)
 7600 France Avenue South
P.O. Box 355
Minneapolis, Minnesota(Address of principal executive offices)
    
    55440-0355(Zip Code)
 (952) 832-0534
 None
  Common
Stock, par value $1.66-2/3 per share
Common Stock Purchase Rights
  o þ
 o þ
 þ o
 o
  o þ o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIITEM 6.  SELECTED FINANCIAL DATAPART IVSIGNATURESEXHIBIT INDEX TO AMENDMENT NO. 1 ON FORM 10-K/ACertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive Officer and Chief Financial Officer    Table of Contents  EXPLANATORY NOTE




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PART II
 
 ITEM 6.  SELECTED FINANCIAL DATA
 NASH FINCH COMPANY AND SUBSIDIARIES
Consolidated Summary of Operations
Five years ended December 31, 2005 (not covered by Independent Auditors Report)
(Dollar amounts in thousands except per share amounts)
 2005 (1)
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(52 Weeks)
    
    
    (52 Weeks)
    
    
    (53 Weeks)
    
    
    (52 Weeks)
    
    
    (52 Weeks)Sales (2)
    
    $
    4,555,507
    
    
    
    3,897,074
    
    
    
    3,971,502
    
    
    
    3,874,672
    
    
    
    3,982,206Cost of sales (2)
    
    
    4,124,344
    
    
    
    3,474,329
    
    
    
    3,516,460
    
    
    
    3,408,409
    
    
    
    3,529,124Selling, general and administrative
    
    
    300,837
    
    
    
    299,727
    
    
    
    326,716
    
    
    
    350,305
    
    
    
    337,330Gains on sale of real estate
    
    
    (3,697
    )
    
    
    (5,586
    )
    
    
    (748
    )
    
    
    (3,826
    )
    
    
    (2,647
    )Special charges
    
    
    (1,296
    )
    
    
    34,779
    
    
    
    
    
    
    
    (765
    )
    
    
    Extinguishment of debt
    
    
    
    
    
    
    7,204
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    43,721
    
    
    
    40,241
    
    
    
    42,412
    
    
    
    39,988
    
    
    
    46,601Interest expense
    
    
    24,732
    
    
    
    27,181
    
    
    
    34,729
    
    
    
    30,429
    
    
    
    35,506Income tax expense
    
    
    25,670
    
    
    
    4,322
    
    
    
    17,254
    
    
    
    19,552
    
    
    
    15,025Earnings from continuing operations
    
    
    41,196
    
    
    
    14,877
    
    
    
    34,679
    
    
    
    30,580
    
    
    
    21,267Net earnings from discontinued operations
    
    
    56
    
    
    
    55
    
    
    
    413
    
    
    
    
    
    
    
    Cumulative effect of change in accounting principle, net of
income tax (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,960
    )
    
    
    Net earnings
    
    $
    41,252
    
    
    
    14,932
    
    
    
    35,092
    
    
    
    23,620
    
    
    
    21,267Basic earnings per share:Continuing operations
    
    $
    3.19
    
    
    
    1.20
    
    
    
    2.87
    
    
    
    2.59
    
    
    
    1.83Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Cumulative
effect of change in accounting principle (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.59
    )
    
    
    Basic earnings per share
    
    $
    3.19
    
    
    
    1.20
    
    
    
    2.90
    
    
    
    2.00
    
    
    
    1.83Diluted earnings per share:Continuing operations
    
    $
    3.13
    
    
    
    1.18
    
    
    
    2.85
    
    
    
    2.52
    
    
    
    1.78Discontinued operations
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Extraordinary change from early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.57
    )
    
    
    Diluted earnings per share
    
    $
    3.13
    
    
    
    1.18
    
    
    
    2.88
    
    
    
    1.95
    
    
    
    1.78Cash dividends declared per common share
    
    $
    0.675
    
    
    
    0.54
    
    
    
    0.36
    
    
    
    0.36
    
    
    
    0.36Pretax earnings from continuing operations as a percent of
sales
    
    
    1.47
    %
    
    
    0.49
    %
    
    
    1.31
    %
    
    
    1.29
    %
    
    
    0.91
    %Net earnings as a percent of sales
    
    
    0.91
    %
    
    
    0.38
    %
    
    
    0.88
    %
    
    
    0.61
    %
    
    
    0.53
    %Effective income tax rate
    
    
    38.4
    %
    
    
    22.6
    %
    
    
    33.3
    %
    
    
    39.0
    %
    
    
    41.4
    %Current assets
    
    $
    512,207
    
    
    
    400,587
    
    
    
    415,810
    
    
    
    468,281
    
    
    
    479,364Current liabilities
    
    $
    325,859
    
    
    
    280,162
    
    
    
    284,752
    
    
    
    309,256
    
    
    
    383,624Net working capital
    
    $
    186,348
    
    
    
    120,425
    
    
    
    131,058
    
    
    
    159,025
    
    
    
    95,740Ratio of current assets to current liabilities
    
    
    1.57
    
    
    
    1.43
    
    
    
    1.46
    
    
    
    1.51
    
    
    
    1.25Total assets
    
    $
    1,077,424
    
    
    
    815,628
    
    
    
    886,352
    
    
    
    947,922
    
    
    
    970,245Capital expenditures
    
    $
    24,638
    
    
    
    22,327
    
    
    
    40,728
    
    
    
    52,605
    
    
    
    43,924Long-term obligations (long-term debt and capitalized lease
obligations)
    
    $
    407,659
    
    
    
    239,603
    
    
    
    326,583
    
    
    
    405,376
    
    
    
    368,807Stockholders equity
    
    $
    322,578
    
    
    
    273,928
    
    
    
    256,457
    
    
    
    221,479
    
    
    
    203,408Stockholders equity per share (4)
    
    $
    25.20
    
    
    
    22.21
    
    
    
    21.36
    
    
    
    18.61
    
    
    
    17.43Return on stockholders equity (5)
    
    
    12.77
    %
    
    
    5.43
    %
    
    
    13.52
    %
    
    
    13.81
    %
    
    
    10.46
    %Number of common stockholders of record at year-end
    
    
    2,322
    
    
    
    2,579
    
    
    
    2,841
    
    
    
    2,797
    
    
    
    2,710Common stock high price (6)
    
    $
    44.00
    
    
    
    38.66
    
    
    
    24.70
    
    
    
    33.18
    
    
    
    35.54Common stock low price (6)
    
    $
    24.83
    
    
    
    18.06
    
    
    
    4.26
    
    
    
    7.12
    
    
    
    11.81
 
 (1)
    
    Information presented for fiscal 2005 reflects the acquisition by the Company on
March 31, 2005 of the Lima and Westville distribution divisions of Roundys. 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




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condition or results of operations can be found in Part 1, Item 1A. of this report,
Risk Factors, Part II, Item 7 of this report, Managements Discussion and Analysis
of Financial Condition and Results of Operations and Part II, Item 8 of this report in
the Companys Consolidated Financial Statements and notes thereto.(2)
    
    See Part II, Item 8, of this report under Note (1) of the Consolidated Financial
Statement under the caption Revenue Recognition for information regarding the
reclassification of facilitated services.(3)
    
    Effect of adoption of EITF No. 02-16, Accounting by a Customer (Including a
Reseller) for Certain Consideration Received from a Vendor.(4)
    
    Based on average outstanding shares at year-end.(5)
    
    Return based on continuing operations.(6)
    
    High and low closing sales price on Nasdaq National Market. 
 PART IV
 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(3) Exhibits




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SIGNATURES
  Dated: March 21, 2006
    NASH-FINCH COMPANYBy    /s/ LeAnne M. StewartLeAnne M. StewartSenior Vice President & Chief Financial Officer




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EXHIBIT INDEX TO AMENDMENT NO. 1 ON FORM 10-K/A
 ExhibitNo.
    
    Description
    
    Method of Filing31.1
    
    Rule 13a-14(a) Certification of the Chief Executive Officer.
    
    Filed herewith31.2
    
    Rule 13a-14(a) Certification of the Chief Financial Officer.
    
    Filed herewith32.1
    
    Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.
    
    Furnished herewith