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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August ~~11, 2020,~~17, 2021, the registrant had ~~35,833,252~~35,938,249 outstanding shares of common stock, no par value.

The matters discussed in this Quarterly Report on Form 10-Q, in the Company’s press releases and in the Company’s website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash” or “the Company”). These forward-looking statements are identifiable by words or phrases indicating that SpartanNash or management “expects,” “anticipates,” “plans,” “believes,” or “estimates,” or that a particular occurrence or event “will,” “may,” “could,” “should” or “will likely” result, occur or be pursued or “continue” in the future, that the “outlook” or “trend” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that the Company is “positioned” for a particular result, or similarly stated expectations.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, SpartanNash’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019~~January 2, 2021 and other periodic reports filed with the Securities and Exchange Commission (“SEC”), there are many important factors that could cause actual results to differ materially. These risks and uncertainties include disruptions associated with the COVID-19 pandemic, general business conditions, changes in overall economic conditions that impact consumer spending, the Company’s ability to integrate acquired assets, the impact of competition and other factors which are often beyond the control of the Company, and other risks listed in the “Risk Factors” discussions in Items 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019 and this Quarterly Report on Form 10-Q,~~January 2, 2021, and risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial.

This section and the discussions contained in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019~~January 2, 2021 and in ~~Item 1A “Risk Factors” and~~ Part I, Item 2 “Critical Accounting Policies” of this Quarterly Report on Form 10-Q, are intended to provide meaningful cautionary statements for purposes of the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all the economic, competitive, governmental, technological and other factors that could adversely affect the Company’s expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to SpartanNash or that SpartanNash currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur, or information obtained after the date of this Quarterly Report.

	July 11,			December 28,			July 17,			January 2,
	2020			2019			2021			2021
Assets
Current assets
Cash and cash equivalents	$	34,645		$	24,172		$	24,136		$	19,903
Accounts and notes receivable, net		374,394			345,320			370,669			357,564
Inventories, net		552,379			537,212			538,494			541,785
Prepaid expenses and other current assets		75,219			58,775			59,621			72,229
Property and equipment held for sale		22,038			31,203			—			23,259
Total current assets		1,058,675			996,682			992,920			1,014,740

Property and equipment, net		562,806			615,816			567,043			577,059
Goodwill		181,035			181,035			181,035			181,035
Intangible assets, net		127,320			130,434			113,335			116,142
Operating lease assets		266,765			268,982			264,231			289,173
Other assets, net		99,948			82,660			90,583			99,242

Total assets	$	2,296,549		$	2,275,609		$	2,209,147		$	2,277,391

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	489,412		$	405,370		$	441,888		$	464,784
Accrued payroll and benefits		84,444			59,680			90,398			113,789
Other accrued expenses		54,629			51,295			65,822			60,060
Current portion of operating lease liabilities		43,398			42,440			44,720			45,786
Current portion of long-term debt and finance lease liabilities		5,489			6,349			5,719			5,135
Total current liabilities		677,372			565,134			648,547			689,554

Long-term liabilities
Deferred income taxes		57,681			43,111			54,442			45,728
Operating lease liabilities		260,770			267,350			254,114			278,859
Other long-term liabilities		39,269			30,272			50,294			46,892
Long-term debt and finance lease liabilities		552,206			682,204			445,574			481,309
Total long-term liabilities		909,926			1,022,937			804,424			852,788

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 7)

Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 35,842 and 36,351 shares outstanding		483,484			490,233
Common stock, voting, no par value; 100,000 shares authorized; 35,943 and 35,851 shares outstanding								490,870			491,819
Preferred stock, no par value, 10,000 shares authorized; 0 shares outstanding		—			—			—			—
Accumulated other comprehensive loss		(1,500	)		(1,600	)		(2,175	)		(2,276	)
Retained earnings		227,267			198,905			267,481			245,506
Total shareholders’ equity		709,251			687,538			756,176			735,049

Total liabilities and shareholders’ equity	$	2,296,549		$	2,275,609		$	2,209,147		$	2,277,391

12 Weeks Ended

28 Weeks Ended

July 11, 2020

July 13, 2019

July 11, 2020

July 13, 2019

Net sales
$

2,184,101

$

1,995,929

$

5,040,557

$

4,538,304

Cost of sales

1,845,727

1,706,922

4,278,616

3,871,568

Gross profit

338,374

289,007

761,941

666,736

Operating expenses

Selling, general and administrative

300,727

266,474

692,027

626,874

Merger/acquisition and integration

—

582

—

1,364

Restructuring charges and asset impairment

3,675

14,581

13,912

8,919

Total operating expenses

304,402

281,637

705,939

637,157

Operating earnings

33,972

7,370

56,002

29,579

Other expenses and (income)

Interest expense

3,650

8,696

11,288

20,577

Postretirement benefit expense (income)

101

8,821

(698
)

9,456

Other, net

(164
)

(439
)

(406
)

(891
)

Total other expenses, net

3,587

17,078

10,184

29,142

Earnings (loss) before income taxes and discontinued operations

30,385

(9,708
)

45,818

437

Income tax expense (benefit)

1,918

(2,941
)

1,949

(317
)

Earnings (loss) from continuing operations

28,467

(6,767
)

43,869

754

Loss from discontinued operations, net of taxes

—

(47
)

—

(99
)

Net earnings (loss)
$

28,467

$

(6,814
)

$

43,869

$

655

Basic and diluted earnings (loss) per share:

Earnings (loss) from continuing operations
$

0.80

$

(0.19
)

$

1.22

$

0.02

Loss from discontinued operations

—

—

—

—

Net earnings (loss)
$

0.80

$

(0.19
)

$

1.22

$

0.02

	12 Weeks Ended						28 Weeks Ended
	July 17, 2021			July 11, 2020			July 17, 2021			July 11, 2020
Net sales	$	2,106,560		$	2,184,101		$	4,764,359		$	5,040,557
Cost of sales		1,772,933			1,845,727			4,012,702			4,278,616
Gross profit		333,627			338,374			751,657			761,941

Operating expenses
Selling, general and administrative		304,248			300,727			692,185			692,027
Acquisition and integration		121			—			180			—
Restructuring and asset impairment, net		3,337			3,675			3,176			13,912
Total operating expenses		307,706			304,402			695,541			705,939

Operating earnings		25,921			33,972			56,116			56,002

Other expenses and (income)
Interest expense		3,267			3,650			7,856			11,288
Other, net		(10	)		(63	)		(276	)		(1,104	)
Total other expenses, net		3,257			3,587			7,580			10,184

Earnings before income taxes		22,664			30,385			48,536			45,818
Income tax expense		5,850			1,918			12,206			1,949
Net earnings	$	16,814		$	28,467		$	36,330		$	43,869

Basic net earnings per share:	$	0.47		$	0.80		$	1.02		$	1.22

Diluted net earnings per share:	$	0.47		$	0.80		$	1.01		$	1.22

	12 Weeks Ended						28 Weeks Ended						12 Weeks Ended						28 Weeks Ended
	July 11, 2020			July 13, 2019			July 11, 2020			July 13, 2019			July 17, 2021			July 11, 2020			July 17, 2021			July 11, 2020
Net earnings (loss)	$	28,467		$	(6,814	)	$	43,869		$	655
Net earnings													$	16,814		$	28,467		$	36,330		$	43,869

Other comprehensive income, before tax
Pension and postretirement liability adjustment		27			8,937			133			9,016
Other comprehensive income, before tax
Postretirement liability adjustment														57			27			133			133

Income tax expense related to items of other comprehensive income		(7	)		(2,170	)		(33	)		(2,189	)		(13	)		(7	)		(32	)		(33	)

Total other comprehensive income, after tax		20			6,767			100			6,827			44			20			101			100
Comprehensive income (loss)	$	28,487		$	(47	)	$	43,969		$	7,482
Comprehensive income													$	16,858		$	28,487		$	36,431		$	43,969

Accumulated

Other

Shares

Common

Comprehensive

Retained

Outstanding

Stock

Loss

Earnings

Total

Balance at December 28, 2019

36,351

$

490,233

$

(1,600
)

$

198,905

$

687,538

Impact of adoption of new credit loss standard (ASU 2016-13)

—

—

—

(1,612
)

(1,612
)
Net earnings

—

—

—

15,402

15,402

Other comprehensive income

—

—

80

—

80

Dividends - $0.1925 per share

—

—

—

(6,997
)

(6,997
)
Share repurchase

(861
)

(10,000
)

—

—

(10,000
)
Stock-based employee compensation

—

2,342

—

—

2,342

Issuances of common stock for stock bonus plan
and associate stock purchase plan

21

291

—

—

291

Issuance of restricted stock

293

—

—

—

—

Cancellations of stock-based awards

(122
)

(1,352
)

—

—

(1,352
)
Balance at April 18, 2020

35,682

$

481,514

$

(1,520
)

$

205,698

$

685,692

Net earnings

—

—

—

28,467

28,467

Other comprehensive income

—

—

20

—

20

Dividends - $0.1925 per share

—

—

—

(6,898
)

(6,898
)
Stock-based employee compensation

—

1,904

—

—

1,904

Issuance of common stock for associate stock purchase plan

6

100

—

—

100

Issuance of restricted stock

159

—

—

—

—

Cancellations of stock-based awards

(5
)

(34
)

—

—

(34
)
Balance at July 11, 2020

35,842

$

483,484

$

(1,500
)

$

227,267

$

709,251

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Loss			Earnings			Total
Balance at January 2, 2021		35,851		$	491,819		$	(2,276	)	$	245,506		$	735,049
Net earnings		—			—			—			19,516			19,516
Other comprehensive income		—			—			57			—			57
Dividends - $0.20 per share		—			—			—			(7,238	)		(7,238	)
Stock-based employee compensation		—			4,185			—			—			4,185
Stock warrant		—			645			—			—			645
Issuances of common stock for stock bonus plan and associate stock purchase plan		21			385			—			—			385
Issuances of restricted stock		523			—			—			—			—
Cancellations of stock-based awards		(129	)		(2,079	)		—			—			(2,079	)
Balance at April 24, 2021		36,266		$	494,955		$	(2,219	)	$	257,784		$	750,520
Net earnings		—			—			—			16,814			16,814
Other comprehensive income		—			—			44			—			44
Dividends - $0.20 per share		—			—			—			(7,117	)		(7,117	)
Share repurchases		(265	)		(5,325	)		—			—			(5,325	)
Stock-based employee compensation		—			872			—			—			872
Stock warrant		—			430			—			—			430
Issuances of common stock for associate stock purchase plan		6			113			—			—			113
Issuances of restricted stock		27			—			—			—			—
Cancellations of stock-based awards		(91	)		(175	)		—			—			(175	)
Balance at July 17, 2021		35,943		$	490,870		$	(2,175	)	$	267,481		$	756,176

Accumulated

Other

Shares

Common

Comprehensive

Retained

Outstanding

Stock

Loss

Earnings

Total

Balance at December 29, 2018

35,952

$

484,064

$

(15,759
)

$

247,642

$

715,947

Impact of adoption of new lease standard (ASU 2016-02)

—

—

—

(26,863
)

(26,863
)
Net earnings

—

—

—

7,469

7,469

Other comprehensive income

—

—

60

—

60

Dividends - $0.19 per share

—

—

—

(6,902
)

(6,902
)
Stock-based employee compensation

—

5,383

—

—

5,383

Issuances of common stock on stock option
exercises and for stock bonus plan and
associate stock purchase plan

30

452

—

—

452

Issuance of restricted stock

444

—

—

—

—

Cancellations of stock-based awards

(107
)

(1,744
)

—

—

(1,744
)
Balance at April 20, 2019

36,319

$

488,155

$

(15,699
)

$

221,346

$

693,802

Net loss

—

—

—

(6,814
)

(6,814
)
Other comprehensive income

—

—

6,767

—

6,767

Dividends - $0.19 per share

—

—

—

(6,902
)

(6,902
)
Stock-based employee compensation

—

715

—

—

715

Issuance of common stock for associate stock purchase plan

8

99

—

—

99

Issuance of restricted stock

22

—

—

—

—

Cancellations of stock-based awards

(15
)

(22
)

—

—

(22
)
Balance at July 13, 2019

36,334

$

488,947

$

(8,932
)

$

207,630

$

687,645

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Loss			Earnings			Total
Balance at December 28, 2019		36,351		$	490,233		$	(1,600	)	$	198,905		$	687,538
Impact of adoption of ASU 2016-13 (Note 2)		—			—			—			(1,612	)		(1,612	)
Net earnings		—			—			—			15,402			15,402
Other comprehensive income		—			—			80			—			80
Dividends - $0.1925 per share		—			—			—			(6,997	)		(6,997	)
Share repurchases		(861	)		(10,000	)		—			—			(10,000	)
Stock-based employee compensation		—			2,342			—			—			2,342
Issuances of common stock for stock bonus plan and associate stock purchase plan		21			291			—			—			291
Issuances of restricted stock		293			—			—			—			—
Cancellations of stock-based awards		(122	)		(1,352	)		—			—			(1,352	)
Balance at April 18, 2020		35,682		$	481,514		$	(1,520	)	$	205,698		$	685,692
Net earnings		—			—			—			28,467			28,467
Other comprehensive income		—			—			20			—			20
Dividends - $0.1925 per share		—			—			—			(6,898	)		(6,898	)
Stock-based employee compensation		—			1,904			—			—			1,904
Issuance of common stock for associate stock purchase plan		6			100			—			—			100
Issuances of restricted stock		159			—			—			—			—
Cancellations of stock-based awards		(5	)		(34	)		—			—			(34	)
Balance at July 11, 2020		35,842		$	483,484		$	(1,500	)	$	227,267		$	709,251

	28 Weeks Ended						28 Weeks Ended
	July 11, 2020			July 13, 2019			July 17, 2021			July 11, 2020
Cash flows from operating activities
Net earnings	$	43,869		$	655		$	36,330		$	43,869
Loss from discontinued operations, net of tax		—			99
Earnings from continuing operations		43,869			754
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges		12,323			15,226			3,363			12,323
Depreciation and amortization		48,126			47,161			49,497			48,126
Non-cash rent		(3,618	)		(4,202	)		(1,756	)		(3,618	)
LIFO expense		2,771			2,493			4,557			2,771
Pension settlement expense		—			8,877
Postretirement benefits (income) expense		52			(1,092	)
Deferred taxes on income		(2,100	)		2,509
Postretirement benefits expense								863			52
Deferred income taxes								8,714			(2,100	)
Stock-based compensation expense		4,246			6,098			5,057			4,246
Postretirement benefit plan contributions		(355	)		(231	)
Loss (gain) on disposals of assets		3,368			(6,863	)
Amortization of financing fees and other		1,109			1,335
Stock warrant								1,075			—
(Gain) loss on disposals of assets								(262	)		3,368
Other operating activities								508			754
Changes in operating assets and liabilities:
Accounts receivable		(30,576	)		(15,480	)		(12,622	)		(30,576	)
Inventories		(18,218	)		12,755			(1,537	)		(18,218	)
Prepaid expenses and other assets		(7,207	)		(41	)		(9,354	)		(7,207	)
Accounts payable		104,957			37,216			(10,305	)		104,957
Accrued payroll and benefits		31,633			(8,348	)		(22,781	)		31,633
Current income taxes								15,123			3,140
Other accrued expenses and other liabilities		7,868			5,669			7,112			4,728
Net cash provided by operating activities		198,248			103,836			73,582			198,248
Cash flows from investing activities
Purchases of property and equipment		(30,609	)		(31,771	)		(39,838	)		(30,609	)
Net proceeds from the sale of assets		8,002			16,129			28,406			8,002
Acquisitions, net of cash acquired		—			(86,659	)
Loans to customers		(822	)		(2,292	)		(180	)		(822	)
Payments from customers on loans		1,592			2,034			1,590			1,592
Other		(7	)		(50	)
Other investing activities								(16	)		(7	)
Net cash used in investing activities		(21,844	)		(102,609	)		(10,038	)		(21,844	)
Cash flows from financing activities
Proceeds from senior secured revolving credit facility		675,806			623,276
Payments on senior secured revolving credit facility		(805,621	)		(618,180	)
Proceeds from other long-term debt		—			5,800
Proceeds from senior secured credit facility								753,619			675,806
Payments on senior secured credit facility								(787,996	)		(805,621	)
Repayment of other long-term debt and finance lease liabilities		(3,774	)		(9,758	)		(3,232	)		(3,774	)
Financing fees paid		(182	)		(482	)
Proceeds from resolution of acquisition contingencies		—			15,000
Share repurchase		(10,000	)		—
Share repurchases								(5,325	)		(10,000	)
Net payments related to stock-based award activities		(1,389	)		(1,766	)		(2,254	)		(1,389	)
Proceeds from exercise of stock options		—			181
Dividends paid		(20,771	)		(13,804	)		(14,274	)		(20,771	)
Net cash (used in) provided by financing activities		(165,931	)		267
Net cash used in discontinued operations		—			(130	)
Other financing activities								151			(182	)
Net cash used in financing activities								(59,311	)		(165,931	)

Net increase in cash and cash equivalents		10,473			1,364			4,233			10,473
Cash and cash equivalents at beginning of period		24,172			18,585			19,903			24,172
Cash and cash equivalents at end of period	$	34,645		$	19,949		$	24,136		$	34,645

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). Intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended ~~December 28, 2019.~~January 2, 2021.

In the opinion of management, the accompanying condensed consolidated financial statements, taken as a whole, contain all adjustments, including normal recurring items, necessary to present fairly the financial position of SpartanNash as of July ~~11, 2020,~~17, 2021, and the results of its operations and cash flows for the interim periods presented. The preparation of the condensed consolidated financial statements and related notes to the financial statements requires management to make estimates. Estimates are based on historical experience, where applicable, and expectations of future outcomes which management believes are reasonable under the circumstances, including but not limited to the potential impacts arising from the COVID-19 pandemic. Due to the uncertainty of the magnitude and duration of the impacts of the COVID-19 pandemic, these estimates are inherently subject to judgment and actual results could differ from those estimates.circumstances. Interim results are not necessarily indicative of results for a full year.

The unaudited information in the condensed consolidated financial statements for the second quarter and year-to-date periods of ~~2020~~2021 and ~~2019~~2020 include the results of operations of the Company for the 12- and 28-week periods ended July 17, 2021 and July 11, 2020, ~~and July 13, 2019,~~ respectively.

Note 2 – Adoption of New Accounting Standards and Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses”. The ASU changed the impairment model for most financial assets and certain other instruments. The standard requires entities to use a forward-looking “expected loss” model that replaces the previous “incurred loss” model, which generally results in ~~the~~ earlier recognition of credit losses.

In the first quarter of 2020, the Company adopted this standard through the modified retrospective approach, with a cumulative-effect adjustment at the beginning of the fiscal year. As a result of the adoption, the Company has established revised processes and controls to estimate expected losses for trade and other receivables in accordance with the new standard. The Company’s process for estimating losses for trade and other receivables includes an evaluation of both historical collection experience and expectations for current credit risks based on several customer and environmental factors.

The adoption of the standard resulted in a transition adjustment to 2020 beginning of the year retained earnings of $2.2 million (gross of the deferred tax impact of $0.6 million). The transition adjustment relates to incremental trade and notes receivable allowances due to the earlier recognition of expected losses under the new standard of $1.9 million and $0.3 million, respectively. ~~Changes in the balance of the allowance for doubtful accounts were as follows:~~

~~The Company has evaluated the effects of the COVID-19 pandemic in performing its quarterly evaluations of the adequacy of the allowance for~~ ~~doubtful accounts. While the duration and impact of these affects is uncertain, the Company did not deem it necessary to record~~ ~~incremental allowances for doubtful accounts~~ ~~as no additional credit exposures were identified.~~

In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” The amendments in this ASU remove disclosures that are no longer considered to be cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendments in ASU 2018-14 are effective for fiscal years ending after December 15, 2020 and will be applied on a retrospective basis to all periods presented. The adoption of this guidance is not expected to have a significant effect on the Company’s financial statements.

The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments:

	12 Weeks Ended July 11, 2020								28 Weeks Ended July 11, 2020								12 Weeks Ended July 17, 2021								28 Weeks Ended July 17, 2021
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	359,025	$	263,677	$	223,463	$	846,165	$	810,347	$	592,003	$	563,759	$	1,966,109	$	339,057	$	238,504	$	205,075	$	782,636	$	790,834	$	527,222	$	487,137	$	1,805,193
Fresh (b)		382,255		250,127		138,451		770,833		849,918		545,130		334,118		1,729,166		362,922		242,209		129,772		734,903		810,130		525,244		299,464		1,634,838
Non-food (c)		331,094		95,451		97,248		523,793		755,406		221,296		263,569		1,240,271		328,361		99,601		92,811		520,773		731,056		227,737		221,868		1,180,661
Fuel		—		21,640		—		21,640		—		54,640		—		54,640		—		39,155		—		39,155		—		78,336		—		78,336
Other		17,487		362		3,821		21,670		43,686		755		5,930		50,371		26,186		508		2,399		29,093		58,588		882		5,861		65,331
Total	$	1,089,861	$	631,257	$	462,983	$	2,184,101	$	2,459,357	$	1,413,824	$	1,167,376	$	5,040,557	$	1,056,526	$	619,977	$	430,057	$	2,106,560	$	2,390,608	$	1,359,421	$	1,014,330	$	4,764,359
Type of customers:
Individuals	$	—	$	631,040	$	—	$	631,040	$	—	$	1,413,373	$	—	$	1,413,373	$	—	$	619,573	$	—	$	619,573	$	—	$	1,358,866	$	—	$	1,358,866
Manufacturers, brokers and distributors		12,654		—		429,257		441,911		51,177		—		1,088,197		1,139,374		16,201		—		400,971		417,172		34,413		—		945,355		979,768
Retailers		1,062,021		—		29,905		1,091,926		2,371,443		—		73,249		2,444,692		1,030,446		—		26,687		1,057,133		2,331,406		—		63,114		2,394,520
Other		15,186		217		3,821		19,224		36,737		451		5,930		43,118		9,879		404		2,399		12,682		24,789		555		5,861		31,205
Total	$	1,089,861	$	631,257	$	462,983	$	2,184,101	$	2,459,357	$	1,413,824	$	1,167,376	$	5,040,557	$	1,056,526	$	619,977	$	430,057	$	2,106,560	$	2,390,608	$	1,359,421	$	1,014,330	$	4,764,359

	12 Weeks Ended July 13, 2019								28 Weeks Ended July 13, 2019								12 Weeks Ended July 11, 2020								28 Weeks Ended July 11, 2020
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	268,299	$	219,753	$	226,031	$	714,083	$	623,770	$	490,526	$	536,441	$	1,650,737	$	359,025	$	263,677	$	223,463	$	846,165	$	810,347	$	592,003	$	563,759	$	1,966,109
Fresh (b)		343,853		218,942		146,201		708,996		772,621		481,889		343,223		1,597,733		382,255		250,127		138,451		770,833		849,918		545,130		334,118		1,729,166
Non-food (c)		303,043		92,618		116,574		512,235		666,037		219,013		278,630		1,163,680		331,094		95,451		97,248		523,793		755,406		221,296		263,569		1,240,271
Fuel		—		38,336		—		38,336		—		79,585		—		79,585		—		21,640		—		21,640		—		54,640		—		54,640
Other		20,188		326		1,765		22,279		42,193		729		3,647		46,569		17,487		362		3,821		21,670		43,686		755		5,930		50,371
Total	$	935,383	$	569,975	$	490,571	$	1,995,929	$	2,104,621	$	1,271,742	$	1,161,941	$	4,538,304	$	1,089,861	$	631,257	$	462,983	$	2,184,101	$	2,459,357	$	1,413,824	$	1,167,376	$	5,040,557
Type of customers:
Individuals	$	—	$	569,792	$	—	$	569,792	$	—	$	1,271,274	$	—	$	1,271,274	$	—	$	631,040	$	—	$	631,040	$	—	$	1,413,373	$	—	$	1,413,373
Manufacturers, brokers and distributors		41,196		—		468,242		509,438		101,907		—		1,110,878		1,212,785		12,654		—		429,257		441,911		51,177		—		1,088,197		1,139,374
Retailers		877,685		—		20,564		898,249		1,969,160		—		47,416		2,016,576		1,062,021		—		29,905		1,091,926		2,371,443		—		73,249		2,444,692
Other		16,502		183		1,765		18,450		33,554		468		3,647		37,669		15,186		217		3,821		19,224		36,737		451		5,930		43,118
Total	$	935,383	$	569,975	$	490,571	$	1,995,929	$	2,104,621	$	1,271,742	$	1,161,941	$	4,538,304	$	1,089,861	$	631,257	$	462,983	$	2,184,101	$	2,459,357	$	1,413,824	$	1,167,376	$	5,040,557

(a) Center store includes dry grocery, frozen and beverages.	(a) Center store includes dry grocery, frozen and beverages.																(a) Center store includes dry grocery, frozen and beverages.
(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.	(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.																(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.
(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.	(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.																(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.

~~In the ordinary course of business,~~Under its contracts with customers, the Company ~~may advance funds~~stands ready to ~~certain independent retailers which are earned by the retailers primarily through achieving specified~~deliver product upon receipt of a purchase ~~volume requirements, as outlined in their supply agreements with~~order. Accordingly, the Company has 0 performance obligations under its contracts until its customers submit a purchase order. The Company does not receive pre-payment from its customers or enter into commitments to provide goods or services that have terms greater than one year. As the performance obligation is part of a contract that has an original expected duration of less than one year, the Company has applied the practical expedient under ASC 606 to omit disclosures regarding remaining performance obligations.

Revenue recognized from performance obligations related to prior periods (for example, due to changes in ~~limited instances, for remaining a SpartanNash customer for a specified time period. These advances must be repaid if~~estimated rebates and incentives impacting the ~~purchase volume requirements are~~transaction price) was not ~~met or if the retailer no longer remains a customer for the specified time period.~~ material in any period presented.

For volume-based arrangements, the Company estimates the amount of the advanced funds earned by the retailers based on the expected volume of purchases by the retailer, and amortizes the advances as a reduction of the transaction price and revenue earned. Realizability of the advances, or collectability in event of default, is not assured and is dependent on the financial condition of the customer, economic and industry factors and the quality of the underlying collateral. No reserves related to the realizability or collectability of customer advances were necessary as of July 11, 2020. These advances are not considered contract assets under ASC 606 as they are not generated through the transfer of goods or services to the retailers. These advances are included in ~~“Prepaid expenses and other current assets” or “Other~~Other assets, ~~net” on~~net within the ~~Company’s~~condensed consolidated balance sheets.

When the Company transfers goods or services to a customer, payment is due - subject to normal terms - and is not conditional on anything other than the passage of time. Typical payment terms range from due upon receipt to 30 days, depending on the ~~type of customer and relationship.~~customer. At contract inception, the Company expects that the period of time between the transfer of goods to the customer and when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms. Accordingly, the Company has elected the practical expedient ~~under ASC 606~~ to not adjust for the effects of a significant financing component. As ~~such,~~a result, these amounts are recorded as receivables and not contract assets. The Company had 0 contract assets for any period presented.

The Company does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution and would therefore be capitalized.

~~On December 31, 2018,~~Changes to the ~~Company acquired all~~balance of the ~~outstanding shares of Martin’s Super Markets, Inc. (“Martin’s”)~~allowance for $86.7 million, net of $7.8 million of cash acquired. Acquired assets consist primarily of property and equipment of $55.0 million, intangible assets of $23.9 million, and working capital. Intangible assets are primarily composed of an indefinite-lived trade name of $20.6 million and pharmacy customer prescription lists of $3.1 million which are amortized over seven years. The acquired assets and assumed liabilitiesdoubtful accounts were ~~recorded at their estimated fair values~~ as of the acquisition date based on preliminary estimates, which were subsequently finalized during the fourth quarter of 2019. NaN goodwill was recorded related to the acquisition. The Company incurred $1.2 million of merger/acquisition and integration costs related to the acquisition in the prior year-to-date period. The acquisition was funded with proceeds from the Company’s Credit Agreement.follows:

~~Martin’s operatessupermarkets in Northern Indiana and Southwest Michigan. Martin’s was an independent retailer and customer of the Company’s Food Distribution segment prior to the acquisition.~~

The Company has 3 reporting units; however, 0 goodwill exists within the Retail or Military reporting units. The carrying amount of goodwill recorded within the Food Distribution reporting unit was $181.0 million as of July ~~11, 2020~~17, 2021 and ~~December 28, 2019.~~January 2, 2021.

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and licenses for the sale of alcoholic beverages. The carrying amount of indefinite-lived intangible assets was $67.6 million as of July 17, 2021 and January 2, 2021.

The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, during the fourth quarter of each year, and more frequently if circumstances indicate ~~a risk of impairment.~~impairment is probable. Such circumstances have not arisen in the current fiscal year. Testing goodwill and other indefinite-lived intangible assets for impairment requires management to make significant estimates about the Company’s future performance, cash flows, and other assumptions that can be affected by potential changes in economic, industry or market conditions, business operations, competition, or the Company’s stock price and market capitalization.

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and licenses for the sale of alcoholic beverages. The carrying amount of indefinite-lived intangible assets was $76.3 million as of July 11, 2020 and December 28, 2019.

The following table provides the activity of reserves for closed properties for the 28-week period ended July ~~11, 2020.~~17, 2021. Included in the liability are lease-related ancillary costs from the date of closure to the end of the remaining lease ~~term.~~term, as well as related severance. Reserves for closed properties recorded in the condensed consolidated balance sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on the timing of when the obligations are expected to be paid. Reserves for severance are recorded in “Accrued payroll and benefits”.

	Reserves for Closed Properties									Reserves for Closed Properties
	Lease									Lease
	Ancillary									Ancillary
(In thousands)	Costs			Severance			Total			Costs			Severance			Total
Balance at December 28, 2019	$	4,971		$	17		$	4,988
Balance at January 2, 2021										$	3,349		$	114		$	3,463
Provision for closing charges		325			—			325			1,410			—			1,410
Provision for severance		—			2,205			2,205			—			124			124
Changes in estimates		122			—			122			(59	)		—			(59	)
Accretion expense		65			—			65			54			—			54
Payments		(1,412	)		(1,411	)		(2,823	)		(395	)		(238	)		(633	)
Balance at July 11, 2020	$	4,071		$	811		$	4,882
Balance at July 17, 2021										$	4,359		$	—		$	4,359

Restructuring and asset impairment, ~~activity included~~net in the condensed consolidated statements of ~~operations~~earnings consisted of the following:

(a) Asset impairment charges in the current year were incurred primarily in the ~~Food Distribution~~Retail segment and relate to current year store closures and previously closed locations. In the prior year, charges primarily relate to the Food Distribution segment with the exit of the Fresh Cut business and the sale of certain equipment assets of the previously closed Fresh Kitchen facility, which totaled $9.9 ~~million. These impairments were~~million, partially offset by recoveries of $0.3 million related to the re-opening of a previously impaired distribution center. ~~In the prior year, charges primarily relate to the repositioning of the Fresh Production operations within the Food Distribution segment.~~

(b) ~~The charge on the customer advance relates to an advance to an independent retailer customer which was not fully recoverable.~~

~~(c) Gain~~Gains on sales of assets in the ~~prior~~current year primarily ~~relates~~relate to ~~the sale~~sales of ~~a previously closed distribution center~~pharmacy customer lists associated with store closings in the ~~Food Distribution~~Retail segment.

~~(d)~~(c) Severance in the ~~current~~prior year was related to the exit of the Fresh Cut business.

~~(e)~~(d) Other income net activity in the current year primarily relates to Retail store closings and restructuring activities. In the prior year, other costs primarily ~~relate~~related to the Fresh Cut business and Retail store ~~closings in the current year, and a Food Distribution warehouse and store closings in the prior year.~~

(f) Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations, due to deterioration of the condition of certain properties. closings.

Long-lived assets which are not recoverable are measured at fair value on a nonrecurring basis using Level 3 ~~inputs.~~inputsunder the fair value hierarchy, as further described in Note 6. In the current year, assets with a book value of $22.5 million were measured at a fair value of $18.9 million, resulting in impairment charges of $3.6 million. In the prior year, in connection primarily with the Company’s exit of the Fresh Cut operations, ~~and planned sales of certain Fresh Kitchen equipment assets in the current year,~~ long-lived assets ~~and definite-lived intangible assets were tested for recoverability. Long-lived assets~~ with a book value of $32.7 million were measured at a fair value of $22.8 million, resulting in impairment charges of $9.9 ~~million in 2020. Assets with a book value of $0.3 million were measured at a~~million. The fair ~~value of $0.2 million, resulting in an impairment charge of $0.1 million in 2019. Fair~~ value of long-lived assets is determined by estimating the amount and timing of net future cash flows, including the expected proceeds from the sale of assets, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance, experience and knowledge of the geographic area in which the assets are located, and when necessary, uses real estate brokers.

In the second quarter of 2019 the Company announced a plan to reposition the Caito Fresh Production operations and to close the Fresh Kitchen. As a result of this plan, the Company evaluated the related indefinite-lived trade name and long-lived assets for potential impairment. The indefinite-lived trade name with a book value of $35.5 million was measured at a fair value of $21.5 million, resulting in an impairment charge of $14.0 million. During this test, the Company concluded the long-lived assets were not impaired. Indefinite lived intangible assets are tested for impairment at least annually, and as needed if an indicator of potential impairment exists. Indefinite lived intangible assets are measured at fair value using Level 3 inputs under the fair value hierarchy, as further described in Note 7 – Fair Value Measurements. Fair value of indefinite-lived assets is determined by estimating the amount and timing of net future cash flows, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance and, in the case of indefinite-lived trade name assets, estimated royalty rates. The Company has evaluated assets held for sale as of July 11, 2020 and concluded that the Fresh Kitchen facility meets the requirements for held for sale classification. Assets classified as held for sale in the condensed consolidated balance sheet are valued at the expected net ~~proceeds and are evaluated each quarter, resulting~~proceeds. The Fresh Kitchen facility, which was classified as held for sale as of January 2, 2021, was sold in the ~~impairment~~first quarter of ~~equipment described in the section above.~~2021 for proceeds of $20.5 million.

ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that market participants would use in pricing.

Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term maturities of these financial instruments. See ~~Note 6~~Notes 4 and 5 for discussion of the fair value measurements related to long- or indefinite-lived asset impairment charges. At July ~~11, 2020~~17, 2021 and ~~December 28, 2019~~January 2, 2021 the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	July 11,		December 28,		July 17,		January 2,
(In thousands)	2020		2019		2021		2021
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	5,489	$	6,349	$	5,719	$	5,135
Long-term debt and finance lease liabilities		556,939		687,659		448,907		485,381
Total book value of debt instruments		562,428		694,008		454,626		490,516
Fair value of debt instruments, excluding debt financing costs		565,007		700,631		460,498		497,941
Excess of fair value over book value	$	2,579	$	6,623	$	5,872	$	7,425

The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining maturities (Level 2 inputs and valuation techniques).

The Company is engaged from time-to-time in routine legal proceedings incidental to its business. The Company does not believe that these routine legal proceedings, taken as a whole, will have a material impact on its business or financial condition. While the ultimate effect of such actions cannot be predicted with certainty, management believes that their outcome will not result in an adverse effect on the Company’s consolidated financial position, operating results or liquidity.

The Company contributes to the Central States Southeast and Southwest Pension Fund (“Central States Plan” or “the Plan”), a multi-employer pension plan, based on obligations arising from certain of its collective bargaining agreements (“CBAs”) in Bellefontaine, Ohio, Lima, Ohio, and Grand Rapids, Michigan covering its supply chain associates at those locations. This Plan provides retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed by contributing employers and unions; however, SpartanNash is not a trustee. The trustees typically are responsible for determining the level of benefits to be provided to participants, as well as for such matters as the investment of the assets and the administration of the plan. The Company currently contributes to the Central States Plan under the terms outlined in the “Primary Schedule” of Central States’ Rehabilitation Plan or those outlined in the “Default Schedule.” Both the Primary and Default schedules require varying increases in employer contributions over the previous year’s contribution. Increases are set within the CBAs and vary by location. The Plan continues to be in red zone status, and according to the Pension Protection Act (“PPA”), is considered to be in “critical and declining” zone status. Among other factors, plans in the “critical and declining” zone are generally less than 65% funded and are projected to become insolvent within the next 15 years (or 20 years depending on the ratio of active-to-inactive participants).agreements. Based on the most recent information available to the Company, management believes that the present value of actuarial accrued liabilities in ~~this multi-employer plan~~the Plan significantly exceeds the value of the assets held in trust to pay benefits. Because SpartanNash is 1 of a number of employers contributing to ~~this plan,~~the Plan, it is difficult to ~~ascertain what~~accurately determine the ~~exact~~ amount of the ~~underfunding would be.~~underfunding. Management is not aware of any significant change in funding levels since ~~December 28, 2019. To reduce this underfunding, management expects increases in expense as a result of required incremental multi-employer pension plan contributions in future years.~~January 2, 2021. Any adjustment for withdrawal liability ~~will~~would be recorded when it is probable that a liability exists and can be reasonably determined.

On March 10, 2021, the United States Congress passed the American Rescue Plan Act of 2021 (the “Act”), which provides financial relief to certain failing multiemployer pension plans. In accordance with the interim guidance issued by the Pension Benefit Guaranty Corporation on July 9, 2021, the Act is designed to prevent such plans from becoming insolvent for the next 30 years. The Central States Plan is expected to apply and qualify for relief under the Act. As a result, the legislation and the available relief will alleviate the risk of insolvency of the Plan for the next 30 years, and related potential adverse impacts to the Company.

During the 12- and ~~28-week~~28- week periods ended July ~~11, 2020,~~17, 2021, the Company recognized net periodic postretirement benefit costs of~~$0.1~~ $0.1 million and $0.3 million, respectively, related to the SpartanNash Retiree Medical Plan (“Retiree Medical Plan”). ~~The~~During the 12- and 28- week periods ended July 11, 2020, the Company ~~also~~recognized net periodic postretirement benefit costs of $0.1 million and $0.3 million, respectively, related to the Retiree Medical Plan. In the first quarter of the prior year, the Company realized a gain of $1.0 million ~~in the 28-week period ended July 11, 2020~~ related to a refund from the annuity provider associated with the final reconciliation of participant data of the terminated SpartanNash Company Pension Plan (“Pension Plan”). In addition to the other remaining assets in the pension trust, these funds will be used to satisfy obligations associated with other qualified retirement programs. During the 12- and 28-week periods ended July 13, 2019, the Company recognized net periodic pension expense of $8.8 million and $9.2 million, respectively, related to the Pension Plan and net periodic postretirement benefit costs of $0.1 million and $0.2 million, respectively, for the Retiree Medical Plan. Substantially all of these amounts are included in ~~Postretirement benefit expense (income)~~“Other, net” in the condensed consolidated statements of ~~operations.~~earnings.

The Company expects to make total contributions of approximately $0.5 million in ~~2020~~2021 to the Retiree Medical Plan and has made $0.2 million in the year-to-date period. The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and/or highly compensated associates.

In addition to the plans listed above, the Company participates in the Central States Southeast and Southwest Pension Fund, the Michigan Conference of Teamsters and Ohio Conference of Teamsters Health and Welfare plans (collectively referred to as “multi-employer plans”), and other company-sponsored defined contribution plans for most associates covered by collective bargaining agreements.

With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are payable. The Company’s contributions during the 12-week periods ended July 17, 2021 and July 11, 2020 ~~and July 13, 2019~~ were ~~$3.5~~$3.4 million and~~$3.4~~ $3.5 million, respectively. The Company’s contributions during the 28-week periods ended July 17, 2021 and July 11, 2020 ~~and July 13, 2019~~ were ~~$8.1~~$8.0 million and ~~$8.2~~$8.1 million, respectively. See Note 87 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

The effective income tax rate was ~~6.3%~~25.8% and ~~30.3%~~6.3% for the 12 weeks ended July ~~11, 2020~~17, 2021 and July ~~13, 2019,~~11, 2020, respectively. The effective income tax rate was ~~4.3%~~25.1% and ~~-72.5%~~4.3% for the 28 weeks ended July 17, 2021 and July 11, 2020, ~~and July 13, 2019,~~ respectively. The ~~difference~~differences from the federal statutory rate in the current year were primarily due to state taxes, partially offset by federal tax credits. In the prior year, the difference from the federal statutory rate was primarily the result of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, and related tax planning, as well as federal tax credits, partially offset by state taxes and stock-based compensation. In the prior year, the difference from the federal statutory rate was primarily due to significant discrete book losses and impairments with corresponding tax effects which occurred during the quarter and changed the year-to-date tax rate.

enactment of the Tax Cuts and Jobs Act (“Tax Reform”), ~~where~~when the federal statutory income tax rate was 35%. ~~Further analysis of~~In the ~~timing of the deduction of certain expenses, which may also be carried back to years prior to Tax Reform, resulted in recording an additional discrete income tax benefit of $5.2 million in the second~~first quarter of ~~2020.~~2021, the Company received tax refunds totaling $25.7 million related to the amended prior year returns.

The Company ~~previously sponsored a~~sponsors shareholder-approved stock incentive ~~plan (the “2015 Plan”)~~plans that ~~provided~~provide for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and other stock-based and stock-related awards to directors, officers and other key associates. On May 20, 2020, the Company’s shareholders approved a new stock incentive plan (“the 2020 Plan”). The 2020 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, dividend equivalent rights, and other stock-based and stock-related awards to directors, employees, or contractors of the Company, as determined by the Compensation Committee of the Board of Directors. The 2020 Plan provides for 1,635,000 newly reserved shares plus 736,578 shares previously available for grant under the 2015 Plan.officers and other key associates.

~~Stock-based~~Share-based compensation expense recognized and included in “Selling, general and administrative expenses” in the condensed consolidated statements of ~~operations,~~earnings, and related tax impacts were as follows:

The following table summarizes activity in the ~~Plans~~stock incentive plans for the 28 weeks ended July ~~11, 2020:~~17, 2021:

					Weighted					Weighted
		Restricted			Average		Restricted			Average
		Stock			Grant-Date		Stock			Grant-Date
		Awards			Fair Value		Awards			Fair Value
Outstanding at December 28, 2019	$		928,733		$	20.28
Outstanding at January 2, 2021								973,948		$	17.72
Granted			451,472			15.58		549,780			18.90
Vested			(366,134	)		21.84		(388,403	)		19.81
Cancelled/Forfeited			(17,994	)		18.57		(98,441	)		18.44
Outstanding at July 11, 2020	$		996,077		$	17.61
Outstanding at July 17, 2021								1,036,884		$	17.49

As of July ~~11, 2020,~~17, 2021, total unrecognized compensation cost related to non-vested restricted stock awards granted under the Company’s stock incentive ~~plan~~plans is ~~$7.3~~$9.2 million and is expected to be recognized over a weighted average period of ~~2.8~~2.5 years.

On October 7, 2020, in connection with its entry into a commercial agreement with Amazon.com, Inc. (“Amazon”), the Company issued Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon, a warrant to acquire up to an aggregate of 5,437,272 shares of the Company’s common stock (the “Warrant”), subject to certain vesting conditions. Warrant shares equivalent to 2.5% of the Company’s outstanding and issuable shares, or 1,087,455 shares, vested upon the signing of the commercial agreement, and had a grant date fair value of $5.51 per share. Warrant shares equivalent to up to 10.0% of the Company’s outstanding and issuable shares, or 4,349,817 shares, may vest in connection with conditions defined by the terms of the Warrant, as Amazon makes payments to the Company in connection with the commercial supply agreement, in increments of $200 million, and had a grant date fair value of $5.33 per share. Upon vesting, shares may be acquired at an exercise price of $17.7257. The right to purchase shares in connection with the Warrant expires on October 7, 2027.

Share-based payment expense recognized as a reduction of “Net sales” in the condensed consolidated statements of earnings, and related tax benefits were as follows:

The following table summarizes stock warrant activity for the 28 weeks ended July 17, 2021:

As of July 17, 2021, total unrecognized cost related to non-vested warrant shares was $21.6 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 6.2 years. Additionally, 1,304,947 warrant shares are vested and exercisable. As of July 17, 2021, nonvested warrant shares had an intrinsic value of $4.1 million, and vested warrant shares had an intrinsic value of $1.3 million.

Outstanding nonvested restricted stock awards under the 2015 Stock Incentive Plan contain nonforfeitable rights to dividends or dividend equivalents, which participate in undistributed earnings with common stock. These awards are classified as participating securities and are included in the calculation of basic earnings per share. Awards under the 2020 Stock Incentive Plan do not contain nonforfeitable rights to dividends or dividend equivalents and are therefore not classified as participating securities. There were 0 stock warrants outstanding during the 12- and 28- week periods ended July 11, 2020. The dilutive impact of ~~these~~both the restricted stock awards isand warrants are presented below, as applicable. The following table sets forth the computation of basic and diluted net earnings per ~~share from continuing operations:~~share:

	12 Weeks Ended						28 Weeks Ended						12 Weeks Ended						28 Weeks Ended
(In thousands, except per share amounts)	July 11, 2020			July 13, 2019			July 11, 2020			July 13, 2019			July 17, 2021			July 11, 2020			July 17, 2021			July 11, 2020
Numerator:
Earnings (loss) from continuing operations	$	28,467		$	(6,767	)	$	43,869		$	754
Adjustment for earnings (loss) attributable to participating securities		(670	)		172			(1,070	)		(19	)
Earnings (loss) from continuing operations used in calculating earnings per share	$	27,797		$	(6,595	)	$	42,799		$	735
Net earnings													$	16,814		$	28,467		$	36,330		$	43,869
Adjustment for earnings attributable to participating securities														(305	)		(670	)		(736	)		(1,070	)
Net earnings used in calculating earnings per share													$	16,509		$	27,797		$	35,594		$	42,799
Denominator:
Weighted average shares outstanding, including participating securities		35,706			36,323			35,972			36,208			35,693			35,706			35,734			35,972
Adjustment for participating securities		(840	)		(921	)		(877	)		(897	)		(648	)		(840	)		(724	)		(877	)
Shares used in calculating basic earnings per share		34,866			35,402			35,095			35,311			35,045			34,866			35,010			35,095
Effect of dilutive restricted stock awards		1			—			—			—			63			1			44			—
Effect of dilutive stock warrant														134			—			112			—
Shares used in calculating diluted earnings per share		34,867			35,402			35,095			35,311			35,242			34,867			35,166			35,095
Basic earnings (loss) per share from continuing operations	$	0.80		$	(0.19	)	$	1.22		$	0.02
Diluted earnings (loss) per share from continuing operations	$	0.80		$	(0.19	)	$	1.22		$	0.02
Basic earnings per share													$	0.47		$	0.80		$	1.02		$	1.22
Diluted earnings per share													$	0.47		$	0.80		$	1.01		$	1.22

	28 Weeks Ended				28 Weeks Ended
(In thousands)	July 11, 2020		July 13, 2019		July 17, 2021		July 11, 2020
Non-cash financing activities:
Recognition of operating lease liabilities	$	19,952	$	19,300
Recognition of finance lease liabilities		2,009		—
Non-cash investing activities:
Capital expenditures included in accounts payable		2,072		2,269	$	1,990	$	2,072
Operating lease asset additions		19,952		19,300		348		19,952
Finance lease asset additions		2,009		—		1,721		2,009
Non-cash financing activities:
Dividends declared but unpaid		31		—		131		31
Recognition of operating lease liabilities						348		19,952
Recognition of finance lease liabilities						1,721		2,009
Other supplemental cash flow information:
Cash paid for interest		10,572		20,642		6,924		10,572

The following tables set forth information about the Company by reporting segment:

(In thousands)	Food Distribution			Retail			Military			Total		Food Distribution		Retail		Military			Total
12 Weeks Ended July 11, 2020
12 Weeks Ended July 17, 2021
Net sales to external customers	$	1,089,861		$	631,257		$	462,983		$	2,184,101	$	1,056,526	$	619,977	$	430,057		$	2,106,560
Inter-segment sales		273,892			—			—			273,892		269,627		245		—			269,872
Restructuring charges and asset impairment		3,462			213			—			3,675
Acquisition and integration													—		121		—			121
Restructuring and asset impairment													781		2,556		—			3,337
Depreciation and amortization		6,965			10,325			2,807			20,097		7,604		10,685		3,117			21,406
Operating earnings (loss)		14,409			24,453			(4,890	)		33,972		16,678		12,711		(3,468	)		25,921
Capital expenditures		4,377			5,596			2,743			12,716		4,437		8,542		4,735			17,714

12 Weeks Ended July 13, 2019
12 Weeks Ended July 11, 2020
Net sales to external customers	$	935,383		$	569,975		$	490,571		$	1,995,929	$	1,089,861	$	631,257	$	462,983		$	2,184,101
Inter-segment sales		226,636			—			—			226,636		273,892		—		—			273,892
Merger/acquisition and integration		—			582			—			582
Restructuring charges (gains) and asset impairment		16,024			(1,443	)		—			14,581
Restructuring and asset impairment													3,462		213		—			3,675
Depreciation and amortization													6,965		10,325		2,807			20,097
Operating earnings (loss)													14,409		24,453		(4,890	)		33,972
Capital expenditures													4,377		5,596		2,743			12,716

28 Weeks Ended July 17, 2021
Net sales to external customers												$	2,390,608	$	1,359,421	$	1,014,330		$	4,764,359
Inter-segment sales													580,258		418		—			580,676
Acquisition and integration													—		180		—			180
Restructuring and asset impairment													763		2,413		—			3,176
Depreciation and amortization		7,744			10,049			2,736			20,529		17,394		24,926		7,177			49,497
Operating earnings (loss)		272			8,701			(1,603	)		7,370		37,824		26,903		(8,611	)		56,116
Capital expenditures		3,189			11,305			1,271			15,765		14,393		17,677		7,768			39,838

28 Weeks Ended July 11, 2020
Net sales to external customers	$	2,459,357		$	1,413,824		$	1,167,376		$	5,040,557	$	2,459,357	$	1,413,824	$	1,167,376		$	5,040,557
Inter-segment sales		598,020			—			—			598,020		598,020		—		—			598,020
Restructuring charges and asset impairment		12,684			1,228			—			13,912
Restructuring and asset impairment													12,684		1,228		—			13,912
Depreciation and amortization		17,521			24,081			6,524			48,126		17,521		24,081		6,524			48,126
Operating earnings (loss)		25,799			37,098			(6,895	)		56,002		25,799		37,098		(6,895	)		56,002
Capital expenditures		11,396			15,190			4,023			30,609		11,396		15,190		4,023			30,609

28 Weeks Ended July 13, 2019
Net sales to external customers	$	2,104,621		$	1,271,742		$	1,161,941		$	4,538,304
Inter-segment sales		515,044			—			—			515,044
Merger/acquisition and integration		(130	)		1,494			—			1,364
Restructuring charges (gains) and asset impairment		9,681			(762	)		—			8,919
Depreciation and amortization		17,977			22,851			6,333			47,161
Operating earnings (loss)		24,864			7,875			(3,160	)		29,579
Capital expenditures		7,438			21,920			2,413			31,771

	July 11,		December 28,		July 17,		January 2,
(In thousands)	2020		2019		2021		2021
Total Assets
Food Distribution	$	1,187,666	$	1,087,307	$	1,096,390	$	1,112,961
Retail		750,405		794,413		737,489		763,876
Military		358,478		390,799		375,268		400,554
Discontinued operations		—		3,090
Total	$	2,296,549	$	2,275,609	$	2,209,147	$	2,277,391

There have been no material changes in the Company's risk factors from those set forth in the Company's Annual Report on Form 10-K for the year ended December 28, 2019, except for the following risk factor which should be considered in conjunction with those previously disclosed:

~~Disease outbreaks, such as the COVID-19 pandemic, could have an adverse impact on the Company's operations and financial results.~~

On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic, and on March 13, 2020 the President of the United States declared a national emergency relating to the disease. In addition to the President’s declaration, state and local authorities recommended social distancing and imposed quarantine and isolation measures on large portions of the population, including mandatory business closures. While these measures were designed to protect the overall public health, they had material adverse impacts on domestic and foreign economies and has resulted in the United States entering a period of recession.

While the Company is an essential business and has seen significant increases in sales volume during the pandemic, its business may be negatively impacted by the several factors associated with the disease outbreak and the related effects on the retail grocery and wholesale distribution industries. These impacts may include:

Any of the foregoing factors, or other effects of the pandemic that are not currently foreseeable, may materially increase costs, negatively impact sales and damage the Company’s financial condition, results of operations, cash flows and its liquidity position. The significance and duration of any such impacts are not possible to predict due to the overall uncertainty associated with the COVID-19 pandemic.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~January 2, 2021.

SpartanNash, headquartered in Grand Rapids, Michigan, is a leading multi-regional grocery distributor and grocery retailer whose core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate owned retail stores, military commissaries and exchanges in the United States, as well as operating a premier fresh produce distribution network. The Company operates three reportable business segments: Food Distribution, Retail and Military. The Company serves customers in all 50 states.

The Company’s Food Distribution segment provides a wide variety of nationally branded and private brand grocery products and perishable food products to independent grocers, the Company’s corporate owned retail stores, national retailers, food service distributors, and other customers. The Food Distribution segment primarily conducts business in the Midwest and Southeast regions of the United States.

As of the end of the second quarter, the Company’s Retail segment operated ~~155~~148 corporate owned retail stores in the Midwest region primarily under the banners of Family Fare, Martin’s Super Markets, ~~VG’s Grocery,~~ D&W Fresh Market, VG’s Grocery, and Dan’s Supermarket. The Company also offered pharmacy services in 9793 of its corporate owned retail stores and operated 3736 fuel centers. The retail stores have a “neighborhood market” focus to distinguish them from supercenters and limited assortment stores. The Company’s Customer ~~First~~Growth strategy is focused on meeting changing customer needs and preferences through a data-based decision-making process, while also increasing customer satisfaction through quality, service and convenience.

The Company’s Military segment contracts with manufacturers to distribute a wide variety of grocery products primarily to military commissaries and exchanges located in the United States, the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Iraq, Kuwait, Bahrain, ~~Djibouti~~Qatar and ~~Egypt.~~Djibouti. The Company distributes grocery products to 160 military commissaries and over 400 exchanges and, together with its third-party partner, Coastal Pacific Food Distributors, represents the only delivery solution to service the Defense Commissary Agency (“DeCA”) worldwide. The Company is the exclusive worldwide supplier of private brand products to U.S. military commissaries, ~~and is continuing to partner~~a partnership with DeCA ~~in the rollout of private brand products to military commissaries,~~ which began ~~during the second quarter of~~in fiscal 2017.

All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will generally include the Easter holiday. Fiscal 2020 ~~will contain~~contained 53 weeks; therefore, the fourth quarter of fiscal 2020 ~~will contain~~contained 13 weeks. The fourth quarter includes the Thanksgiving and Christmas holidays, and depending on the fiscal year end, may include the New Year’s holiday.

InThe majority of the Company’s revenues are not seasonal in nature. However, in certain geographic areas, ~~the Company’s sales~~corporate retail stores and ~~operating performance may vary with seasonality. Many stores~~independent retail customers are dependent on tourism, and therefore, are ~~most~~ affected by seasons and weather patterns, including, but not limited to, the amount and timing of snowfall during the winter months and the range of temperature during the summer months. Travel restrictions and other effects of the COVID-19 pandemic may also impact the performance of these stores.patterns.

The Company’s top priority continues to be the well-being and safety of its family of associates, customers and communities during the COVID-19 pandemic. SpartanNash is incredibly proud of its family of associates for their dedication to serve local customers and communities during this unprecedented time of need and respond to the dramatic increase in demand for food, pharmacy, household and personal care products. Collaboration across the organization and the strength and resiliency of its people drove execution in a dynamic operating environment as SpartanNash supported the surge in consumer demand related to the COVID-19 pandemic, also resulting in improved profitability in the second quarter.

Key financial and operational highlights for the second quarter ~~and fiscal year-to-date~~ include the following:

For the 53-week fiscal year ending January 2, 2021, the Company continues to expect to benefit from higher consumer food-at-home consumption related to the effects of COVID-19, however, the duration and magnitude of the impact remain uncertain. Given this uncertainty, the Company is unable to fully estimate the impact COVID-19 will have on sales for the remainder of 2020, although it believes sales will materially exceed its initial 2020 guidance. The Company ~~is updating its annual outlook, from what was previously provided on May 27, 2020, to reflect actual year-to-date financial results, as well as expectations for~~increased the ~~remainder~~low end of the fiscal ~~year related~~2021 profitability outlook range. EPS is now expected to ~~earnings trends. Specifically, these updates include incremental~~range from $1.56 to $1.69 per diluted share, with adjusted ~~earnings~~EPS expected to range from $1.70 to $1.80 per diluted share, and adjusted EBITDA to range from ~~continuing operations~~$200 to $210 million. The Company also now expects that Retail comparable sales will be negative 2.0% to 5.0% for ~~the COVID-19 impact experienced to-date, as well as an estimate for the remainder of fiscal 2020.~~2021. Food Distribution sales are still expected to decline 1.0% to 3.0%, while Military Distribution sales are now expected to decline 9.0% to 13.0%.

The following table sets forth items from the condensed consolidated statements of ~~operations~~earnings as a percentage of net sales and the year-to-year percentage change in the dollar amounts:

Percentage of Net Sales

Percentage Change

12 Weeks Ended

28 Weeks Ended

12 Weeks Ended

28 Weeks Ended

July 11, 2020

July 13, 2019

July 11, 2020

July 13, 2019

July 11, 2020

July 11, 2020

Net sales

100.0

100.0

100.0

100.0

9.4

11.1

Gross profit

15.5

14.5

15.1

14.7

17.1

14.3

Selling, general and administrative

13.8

13.4

13.7

13.8

12.9

10.4

Restructuring charges and asset impairment

0.2

0.7

0.3

0.2

(74.8
)

56.0

Operating earnings

1.6

0.4

1.1

0.7

360.9

89.3

Other expenses and income

0.2

0.9

0.2

0.6

(79.0
)

(65.1
)
Earnings (loss) before income taxes and discontinued operations

1.4

(0.5
)

0.9

0.0

413.0

**

Income tax expense (benefit)

0.1

(0.1
)

0.0

(0.0
)

(165.2
)

**

Earnings (loss) from continuing operations

1.3

(0.3
)

0.9

0.0

520.7

**

Loss from discontinued operations, net of taxes

—

(0.0
)

—

(0.0
)

100.0

**

Net earnings (loss)

1.3

(0.3
)

0.9

0.0

517.8

**

	Percentage of Net Sales								Percentage Change
	12 Weeks Ended				28 Weeks Ended				12 Weeks Ended			28 Weeks Ended
	July 17, 2021		July 11, 2020		July 17, 2021		July 11, 2020		July 17, 2021			July 17, 2021
Net sales		100.0		100.0		100.0		100.0		(3.6	)		(5.5	)
Gross profit		15.8		15.5		15.8		15.1		(1.4	)		(1.3	)
Selling, general and administrative		14.4		13.8		14.5		13.7		1.2			0.0
Acquisition and integration		0.0		—		0.0		—	**			**
Restructuring charges and asset impairment, net		0.2		0.2		0.1		0.3		(9.2	)		(77.2	)
Operating earnings		1.2		1.6		1.2		1.1		(23.7	)		0.2
Other expenses		0.2		0.2		0.2		0.2		(9.2	)		(25.6	)
Earnings before income taxes		1.1		1.4		1.0		0.9		(25.4	)		5.9
Income tax expense		0.3		0.1		0.3		0.0	**			**
Net earnings		0.8		1.3		0.8		0.9		(40.9	)		(17.2	)

Net Sales – The following table presents net sales by segment and variances in net sales:

	12 Weeks Ended							28 Weeks Ended						12 Weeks Ended							28 Weeks Ended
(In thousands)	July 11, 2020		July 13, 2019		Variance			July 11, 2020		July 13, 2019		Variance		July 17, 2021		July 11, 2020		Variance			July 17, 2021		July 11, 2020		Variance
Food Distribution	$	1,089,861	$	935,383	$	154,478		$	2,459,357	$	2,104,621	$	354,736	$	1,056,526	$	1,089,861	$	(33,335	)	$	2,390,608	$	2,459,357	$	(68,749	)
Retail		631,257		569,975		61,282			1,413,824		1,271,742		142,082		619,977		631,257		(11,280	)		1,359,421		1,413,824		(54,403	)
Military		462,983		490,571		(27,588	)		1,167,376		1,161,941		5,435		430,057		462,983		(32,926	)		1,014,330		1,167,376		(153,046	)
Total net sales	$	2,184,101	$	1,995,929	$	188,172		$	5,040,557	$	4,538,304	$	502,253	$	2,106,560	$	2,184,101	$	(77,541	)	$	4,764,359	$	5,040,557	$	(276,198	)

Net sales for the quarter ended July ~~11, 2020~~17, 2021 (the “second quarter”) ~~increased $188.2~~decreased $77.5 million, or ~~9.4%~~3.6%, to ~~$2.18~~$2.11 billion from ~~$2.00~~$2.18 billion in the quarter ended July ~~13, 2019~~11, 2020 (the “prior year quarter”). Net sales for the year-to-date period ended July ~~11, 2020~~17, 2021 (the “year-to-date period”) ~~increased $502.3~~decreased $276.2 million, or ~~11.1%~~5.5%, to ~~$5.04~~$4.76 billion from ~~$4.54~~$5.04 billion in the year-to-date period ended July ~~13, 2019~~11, 2020 (the “prior year-to-date period”). The ~~increases~~decreases in net sales were ~~driven primarily by incremental~~due to favorable prior year sales, attributable to increased consumer demand related to ~~consumer behavior associated with the~~ COVID-19, ~~pandemic, beginning in the first quarter,~~ as well as continuation of lower volumes within the Military segment at domestic commissaries following base access and shopping restrictions implemented in the prior year, partially offset by continued growth with certain existing ~~customers in the~~ Food Distribution ~~segment.~~customers.

Food Distribution net sales ~~increased $154.5~~decreased $33.3 million, or ~~16.5%~~3.1%, to ~~$1.09~~$1.06 billion in the second quarter from ~~$0.94~~$1.09 billion in the prior year quarter. Net sales for the year-to-date period ~~increased $354.7~~decreased $68.7 million, or ~~16.9%~~2.8%, to ~~$2.46~~$2.39 billion in the year-to-date period from ~~$2.10~~$2.46 billion in the prior year-to-date period. The ~~increases~~decreases were due to ~~incremental volume associated with~~favorable prior year sales attributable to increased consumer demand related to COVID-19, ~~as well as sales~~partly offset by continued growth with certain existing Food Distribution customers. The decrease from the prior year-to-date period to the current year-to-date period was also due to impacts from the Company’s decision to exit its Fresh Production business, which accounted for a $21.7 million decline in segment revenues from the prior year-to-date period.

Retail net sales ~~increased $61.3~~decreased $11.3 million, or ~~10.8%~~1.8%, to ~~$631.3~~$620.0 million in the second quarter from ~~$570.0~~$631.3 million in the prior year quarter. Net sales for the year-to-date period ~~increased $142.1~~decreased $54.4 million, or ~~11.2%~~3.8%, from ~~$1.27~~$1.41 billion in the prior year-to-date period to ~~$1.41~~$1.36 billion.The ~~increases~~decreases in net sales were primarily due to ~~incremental~~favorable prior year sales ~~volume associated with~~attributable to increased consumer demand related to COVID-19, ~~as discussed above.~~partially offset by an increase in fuel sales. Comparable store sales ~~were 17.1%~~declined 2.7% for the quarter, ~~and 16.3% for the year-to-date period and were partially offset~~however increased by ~~the impact of lower fuel prices and gallons sold, as well as store closures.~~12.1% on a two-year comparable basis. The Company defines a retail store as comparable when it is in operation for 14 accounting periods (a period equals four weeks), regardless of remodels, expansions, or relocated stores. Acquired stores are included in the comparable sales calculation 13 periods after the acquisition date. Sales are compared to the same store’s operations from the prior year period for purposes of calculation of comparable store sales, or to the same store’s operations from the period two years ago in the case of a two-year comparison. Fuel is excluded from the comparable sales calculation due to volatility in price. Comparable store sales is a widely used metric among retailers, which is useful to management and investors to assess performance. The Company’s definition of comparable store sales may differ from similarly titled measures at other companies.

Military net sales decreased ~~$27.6~~$32.9 million, or ~~5.6%~~7.1%, to ~~$463.0~~$430.1 million in the second quarter from ~~$490.6~~$463.0 million in the prior year quarter. Net sales for the year-to-date period ~~increased $5.4~~decreased $153.0 million, or ~~0.5%~~13.1%, from ~~$1.16~~$1.17 billion in the prior year-to-date period to ~~$1.17~~$1.01 billion. ~~For~~The decreases were primarily due to the ~~quarter, growth in export sales was more than offset by the impact~~continuation of lower volumes at domestic commissaries following base access and ~~commissary~~ shopping restrictions ~~related to COVID-19 precautions. The increase for~~implemented in the year-to-date period was due to increased volume resulting from the impact of the COVID-19 pandemic primarily during the first quarter, partially offset by the impact of commissary and base closures during the second quarter and lower comparable sales at Defense Commissary Agency (“DeCA”) operated locations prior ~~to the onset of the pandemic.~~year.

Gross Profit – Gross profit represents net sales less cost of sales, which for all non-production operations includes purchase costs, in-bound freight, physical inventory adjustments, markdowns and promotional allowances and excludes warehousing costs, depreciation and other administrative expenses. For the Company’s food processing operations, cost of sales includes direct product and production costs, inbound freight, purchasing and receiving costs, utilities, depreciation, and other indirect production costs and excludes out-bound freight and other administrative expenses. The Company’s gross profit definition may not be identical to similarly titled measures reported by other companies. Vendor allowances that relate to the buying and merchandising activities consist primarily of promotional allowances, which are generally allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to vendors for the Company’s merchandising costs, such as setting up warehouse infrastructure. Vendor allowances are recognized as a reduction in cost of sales when the product is sold. Lump sum payments received for multi-year contracts are amortized over the life of the contracts based on contractual terms. The distribution segments include shipping and handling costs in the Selling, general and administrative section of operating expenses in the consolidated statements of ~~operations.~~earnings.

Gross profit ~~increased $49.4~~decreased $4.7 million, or ~~17.1%~~1.4%, to ~~$338.4~~$333.6 million in the second quarter from ~~$289.0~~$338.4 million in the prior year quarter. As a percent of net sales, gross profit was ~~15.5%~~15.8% compared to ~~14.5%~~15.5% in the prior year quarter. Gross profit for the year-to-date period ~~increased $95.2~~decreased $10.3 million, or ~~14.3%~~1.3%, from ~~$666.7~~$761.9 million in the prior year-to-date period to ~~$761.9~~$751.7 million in the current year. As a percent of net sales, gross profit for the year-to-date period was ~~15.1%~~15.8% compared to ~~14.7%~~15.1% in the prior year-to-date period. The ~~second quarter change~~changes in the gross profit rate ~~was~~were driven by improvements within the ~~increase in Retail segment sales in proportion to total Company sales, which traditionally generate higher margin rates,~~Food Distribution and Military segments, as well as ~~a reduced rate of inventory shrink in the Retail segment. The year-to-date improvement was driven by the increase~~increases in the proportion of margin accretive Retail and Food Distribution segment sales, ~~as well as improved margin rates~~partially offset by an increase in ~~the Retail and Military segments.~~LIFO expense.

Selling, General and Administrative Expenses – Selling, general and administrative (“SG&A”) expenses consist primarily of salaries and wages, employee benefits, facility costs, shipping and handling, equipment rental, depreciation (to the extent not included in cost of sales), out-bound freight and other administrative expenses.

SG&A expenses for the second quarter increased ~~$34.2~~$3.5 million, or ~~12.9%~~1.2%, to ~~$300.7~~$304.2 million ~~in the second quarter~~ from ~~$266.5~~$300.7 million in the prior year quarter, representing ~~13.8%~~14.4% of net sales in the second quarter compared to ~~13.4%~~13.8% in the prior year quarter. SG&A expenses for the year-to-date period increased ~~$65.1 million, or 10.4%,~~nominally from ~~$626.9~~$692.0 million in the prior year-to-date period to ~~$692.0~~$692.2 million, and ~~decreased~~increased from ~~13.8%~~13.7% as a percentage of net sales in the prior year-to-date period to ~~13.7%~~14.5% in the current year-to-date period. The ~~increase~~increases in expenses as a rate of sales ~~compared to the prior year quarter was primarily~~were due to ~~increases in incentive compensation due to improved overall Company performance as well as increases in~~a higher rate of supply chain expenses ~~as a rate to sales,~~primarily in the Food Distribution segment and increases in health insurance expense, partially offset byincreased leverage of expenses from higher sales volume, particularly store labor and certain fixed costs. The decrease in expenses as a rate of sales for the year-to-date period was primarily due to improved operating leverage related to store labor and other operating expenses, as well as lower ~~healthcare costs, partially offset by incremental~~ incentive compensation ~~expense, including incremental pay for frontline associates, and severance costs associated with cost-saving initiatives.~~expense.

~~Merger/~~Acquisition and Integration – ~~Prior year quarter results included $0.6 million of merger/acquisition~~Acquisition and integration ~~expenses. The prior~~expenses for the second quarter and year-to-date period ~~included $1.4~~ended July 17, 2021 were $0.1 million ~~of merger/acquisition~~ and ~~integration expenses. These expenses~~$0.2 million, respectively. Activities in the current year are ~~mainly~~ associated with the ~~acquisition and~~ integration of Martin’s ~~Supermarkets.~~Super Markets.

Restructuring ~~Charges~~ and Asset Impairment – Second quarter and prior year quarter results included charges of ~~$3.7~~$3.3 million and ~~$14.6~~$3.7 million, respectively, of restructuring and asset impairment activity. The year-to-date period and the prior year-to-date period included charges of $3.2 million and $13.9 million, respectively. The current quarter and ~~$8.9 million, respectively,~~current year-to-date amounts consist primarily of ~~restructuring~~retail store closing and asset impairment ~~activity.~~charges, partially offset by gains on the sale of pharmacy customer lists. The ~~current~~prior year quarter and prior year-to-date activity consists primarily of asset impairment charges and severance costs related to the restructuring of the Company’s Fresh Production business, as well as retail store closing charges. The prior year quarter and prior year-to-date amounts consist primarily of asset impairment charges associated with the decision to exit the Fresh Kitchen operations. The prior year-to-date charges are partially offset by gains on the sale of a previously closed distribution center.

Operating Earnings –The following table presents operating earnings (loss) by segment and variances in operating earnings (loss):.

	12 Weeks Ended									28 Weeks Ended									12 Weeks Ended									28 Weeks Ended
(In thousands)	July 11, 2020			July 13, 2019			Variance			July 11, 2020			July 13, 2019			Variance			July 17, 2021			July 11, 2020			Variance			July 17, 2021			July 11, 2020			Variance
Food Distribution	$	14,409		$	272		$	14,137		$	25,799		$	24,864		$	935		$	16,678		$	14,409		$	2,269		$	37,824		$	25,799		$	12,025
Retail		24,453			8,701			15,752			37,098			7,875			29,223			12,711			24,453			(11,742	)		26,903			37,098			(10,195	)
Military		(4,890	)		(1,603	)		(3,287	)		(6,895	)		(3,160	)		(3,735	)		(3,468	)		(4,890	)		1,422			(8,611	)		(6,895	)		(1,716	)
Total operating earnings	$	33,972		$	7,370		$	26,602		$	56,002		$	29,579		$	26,423		$	25,921		$	33,972		$	(8,051	)	$	56,116		$	56,002		$	114

Operating earnings ~~increased $26.6~~decreased $8.1 million, or ~~360.9%~~23.7% to ~~$34.0~~$25.9 million in the second quarter from ~~$7.4~~$34.0 million in the prior year quarter. Operating earnings for the year-to-date period increased ~~$26.4~~$0.1 million, or ~~89.3%~~0.2%, to ~~$56.0~~$56.1 million from ~~$29.6~~$56.0 million in the prior year-to-date period.The second quarter decrease was attributable to an increase ~~was primarily a result~~in the rate of ~~increased~~supply chain expenses, the impact of decreased sales volume, ~~as well as~~and increases in health insurance expense, partially offset by improved margin rates and lower ~~restructuring charges, partially offset by~~ incentive compensation ~~and a higher supply chain expenses as a rate to sales.~~costs. The year-to-date period increase was primarily due to ~~increased sales volume~~lower restructuring charges, improved margin rates, and lower incentive compensation costs, partially offset by ~~higher incentive compensation~~an increase in the rate of supply chain expenses, the impact of decreased sales volume, and ~~restructuring charges.~~increases in health insurance expense.

Food Distribution operating earnings increased ~~$14.1~~$2.3 million, or ~~5,197.4%~~15.7%, to ~~$14.4~~$16.7 million in the second quarter from ~~$0.3~~$14.4 million in the prior year quarter. Operating earnings for the year-to-date period increased ~~$0.9~~$12.0 million, or ~~3.8%~~46.6%, to ~~$25.8~~$37.8 million from ~~$24.9~~$25.8 million in the prior year-to-date period.The ~~second quarter increase was~~increases in operating earnings for Food Distribution were due to favorable margin rates and lower asset impairment and restructuring charges, associated with changes to the Fresh Production business in the prior year quarter, a current year quarter increase in sales volume associated with the impacts of COVID-19, as well as cycling prior year operational losses in the Fresh Production business, partially offset by a higher ~~incentive compensation expense and higher~~rate of supply chain expenses ~~as a rate to sales. For the year-to-date period the increase in~~and lower sales ~~volume and cycling of prior year operational losses in the Fresh Production business was offset by higher incentive compensation and asset impairment expenses.~~volume.

Retail operating earnings ~~increased $15.8~~decreased $11.7 million, or ~~181.0%~~48.0% to ~~$24.5~~$12.7 million in the second quarter from ~~$8.7~~$24.5 million in the prior year quarter. Operating earnings for the year-to-date period ~~increased $29.2~~decreased $10.2 million, or ~~371.1%~~27.5%, to ~~$37.1~~$26.9 million from ~~$7.9~~$37.1 million in the prior year-to-date period.The ~~increases~~decreases in operating earnings were primarily attributable to ~~the increase~~reduced margin rates, a decrease in sales volume, ~~improvements in labor~~higher healthcare expenses, and ~~margin rates,including inventory shrink,~~higher asset impairment and ~~lower healthcare costs,~~restructuring charges, partially offset by ~~higher~~lower incentive compensation ~~expense and compensation for frontline workers.~~expense.

Military operating loss ~~increased $3.3~~decreased $1.4 million, or ~~205.1%~~29.1% to ~~$4.9~~$3.5 million in the second quarter from ~~$1.6~~$4.9 million in the prior year quarter. Operating loss for the year-to-date period increased ~~$3.7~~$1.7 million, or ~~118.2%~~24.9%, to ~~$6.9~~$8.6 million from ~~$3.2~~$6.9 million in the prior year-to-date period.The ~~increases were primarily~~second quarter decrease in operating loss was due to improvements in gross margin rates and lower incentive compensation, partially offset by the decrease in sales volume. The year-to-date increase in Military operating loss was attributable to ~~increases~~a decrease in ~~the~~sales volume, and a higher rate of supply chain ~~expenses, including additional compensation for frontline workers and additional sanitation measures,~~expense, partially offset by ~~improved~~improvements in gross margin rates.

Interest Expense – Interest expense decreased ~~$5.1~~$0.4 million, or ~~58.0%~~10.5%, to ~~$3.7~~$3.3 million in the second quarter from ~~$8.7~~$3.7 million in the prior year quarter. Interest expense for the year-to-date period decreased ~~$9.3~~$3.4 million, or ~~45.1%~~30.4% from ~~$20.6~~$11.3 million in the prior year-to-date period to ~~$11.3~~$7.9 million. The ~~decreases~~second quarter decrease in interest expense ~~were~~was due to significant decreases in the average debt balance. The year-to-date decrease in interest expense was due to rate ~~decreases executed~~cuts implemented by the Federal Reserve during ~~2019~~the prior year, as well as ~~during the first quarter of fiscal 2020 and~~significant decreases in the average debt balance.

Income Taxes – The effective income tax rates were ~~6.3%~~25.8% and ~~30.3%~~6.3% for the second quarter and prior year quarter, respectively. For the year-to-date period and prior year-to-date period, the effective income tax rates were ~~4.3%~~25.1% and ~~-72.5%~~4.3%, respectively. The ~~difference~~differences from the federal statutory rate in the current year were primarily ~~resulted~~due to state taxes, partially offset by federal tax credits. In the prior year, the differences from the federal statutory rate were primarily as a result of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and related tax planning, as well as federal tax credits, partially offset by state taxes and stock-based compensation. In the prior year, the difference from the federal statutory rate was primarily due to significant discrete book losses and impairments with corresponding tax effects which occurred during the quarter and changed the year-to-date tax rate.

On March 27, 2020, the U.S. government enacted tax legislation to provide economic stimulus and support businesses and individuals during the COVID-19 pandemic, referred to as the CARES Act. In connection with ~~initial analysis of the impact of~~ the CARES Act, the Company recorded a net discrete income tax benefit of ~~$4.3~~$9.3 million ~~during~~in 2020, of which $5.2 million was recognized in the ~~first~~second quarter, ~~of 2020,~~ associated with the additional deductibility of certain expenses combined with provisions which enable companies to carry back tax losses to years prior to the enactment of the Tax Cuts and Jobs Act, ~~(“Tax Reform”),~~ when the federal statutory income tax rate was 35%. ~~Further analysis of~~In the ~~timing of the deduction of certain expenses, which may also be carried back to years prior to Tax Reform, resulted in recording an additional discrete income tax benefit of $5.2 million in the second~~first quarter of ~~2020.~~2021, the Company received tax refunds totaling $25.7 million related to the amended prior year returns.

In addition to reporting financial results in accordance with GAAP, the Company also provides information regarding adjusted operating earnings, adjusted earnings from continuing operations, and ~~Adjusted Earnings Before Interest, Taxes, Depreciation~~adjusted earnings before interest, taxes, depreciation and ~~Amortization~~amortization (“adjusted EBITDA”). These are non-GAAP financial measures, as defined below, and are used by management to allocate resources, assess performance against its peers and evaluate overall performance. The Company believes these measures provide useful information for both management and its investors. The Company believes these non-GAAP measures are useful to investors because they provide additional understanding of the trends and special circumstances that affect its business. These measures provide useful supplemental information that helps investors to establish a basis for expected performance and the ability to evaluate actual results against that expectation. The measures, when considered in connection with GAAP results, can be used to assess the overall performance of the Company as well as assess the Company’s performance against its peers. These measures are also used as a basis for certain compensation programs sponsored by the Company. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its financial results in these adjusted formats.

Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude organizational realignment and severance associated with cost reduction initiatives. Organizational realignment includes benefits for associates terminated as part of a leadership transition plan which do not meet the definition of a reduction-in-force. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude “Fresh Cut operating losses” subsequent to the decision to exit these operations, ~~during the first quarter,~~ severance associated with cost reduction initiatives, , and fees paid to a third-party advisory firm associated with Project One Team, the Company’s initiative to drive growth while increasing efficiency and reducing costs. Pension termination income related to a refund from the annuity provider associated with the final reconciliation of participant data is excluded from adjusted earnings from continuing operations. ~~These~~Each of these items are considered “non-operational” or “non-core” in nature.Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude costs associated with organizational realignment, which include significant changes to the Company’s management team. Also excluded are the fees paid to a third-party advisory firm associated with Project One Team, the Company’s initiative to drive growth while increasing efficiency and reducing costs. Pension termination costs, primarily related to non-operating settlement expense associated with the distribution of pension assets, are excluded from adjusted earnings from continuing operations, and to a lesser extent adjusted operating earnings.

Adjusted operating earnings is a non-GAAP operating financial measure that the Company defines as operating earnings plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted operating earnings provide a meaningful representation of its operating performance for the Company as a whole and for its operating segments. The Company considers adjusted operating earnings as an additional way to measure operating performance on an ongoing basis. Adjusted operating earnings is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature and also excludes the contributions of activities classified as discontinued operations. Because adjusted operating earnings and adjusted operating earnings by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in an adjusted operating earnings format.

Adjusted operating earnings is not a measure of performance under ~~accounting principles generally accepted in the United States of America (“GAAP”)~~GAAP and should not be considered as a substitute for operating earnings, ~~cash flows from operating activities~~ and other income ~~or cash flow~~ statement data. The Company’s definition of adjusted operating earnings may not be identical to similarly titled measures reported by other companies.

23Following is a reconciliation of operating earnings to adjusted operating earnings for the 12 and 28 weeks ended July 17, 2021 and July 11, 2020.

Following is a reconciliation of operating earnings (loss) ~~to adjusted operating earnings (loss)~~by segment for the 12 and 28 weeks ended July ~~11, 2020~~17, 2021 and July ~~13, 2019.~~11, 2020.

	12 Weeks Ended						28 Weeks Ended						12 Weeks Ended						28 Weeks Ended
(In thousands)	July 11, 2020			July 13, 2019			July 11, 2020			July 13, 2019			July 17, 2021			July 11, 2020			July 17, 2021			July 11, 2020
Operating earnings	$	33,972		$	7,370		$	56,002		$	29,579
Adjustments:
Merger/acquisition and integration		—			582			—			1,364
Restructuring, asset impairment and other		3,675			14,581			13,912			8,919
Fresh Cut operating losses		—			—			2,262			—
Costs associated with Project One Team		—			810			493			5,428
Organizational realignment costs		—			19			—			877
Expenses associated with tax planning		97			—			97			—
Pension termination		—			20			—			20
Severance associated with cost reduction initiatives		(75	)		80			5,081			442
Adjusted operating earnings	$	37,669		$	23,462		$	77,847		$	46,629
Reconciliation of operating earnings (loss) to adjusted operating earnings (loss) by segment:
Food Distribution:
Operating earnings	$	14,409		$	272		$	25,799		$	24,864		$	16,678		$	14,409		$	37,824		$	25,799
Adjustments:
Merger/acquisition and integration		—			—			—			(130	)
Restructuring, asset impairment and other		3,462			16,024			12,684			9,681
Restructuring and asset impairment, net														781			3,462			763			12,684
Costs associated with Project One Team														—			—			—			265
Organizational realignment, net														(26	)		—			287			—
Expenses associated with tax planning														—			52			—			52
Severance associated with cost reduction initiatives														4			(37	)		103			3,143
Fresh Cut operating losses		—			—			2,262			—			—			—			—			2,262
Costs associated with Project One Team		—			429			265			2,877
Organizational realignment costs		—			10			—			465
Expenses associated with tax planning		52			—			52			—
Pension termination		—			11			—			11
Severance associated with cost reduction initiatives		(37	)		37			3,143			361
Adjusted operating earnings	$	17,886		$	16,783		$	44,205		$	38,129		$	17,437		$	17,886		$	38,977		$	44,205
Retail:
Operating earnings	$	24,453		$	8,701		$	37,098		$	7,875		$	12,711		$	24,453		$	26,903		$	37,098
Adjustments:
Merger/acquisition and integration		—			582			—			1,494
Restructuring charges (gains) and asset impairment		213			(1,443	)		1,228			(762	)
Acquisition and integration														121			—			180			—
Restructuring and asset impairment, net														2,556			213			2,413			1,228
Costs associated with Project One Team		—			275			164			1,845			—			—			—			164
Organizational realignment costs		—			6			—			298
Organizational realignment, net														(19	)		—			215			—
Expenses associated with tax planning		32			—			32			—			—			32			—			32
Pension termination		—			7			—			7
Severance associated with cost reduction initiatives		(19	)		43			1,432			72			—			(19	)		29			1,432
Adjusted operating earnings	$	24,679		$	8,171		$	39,954		$	10,829		$	15,369		$	24,679		$	29,740		$	39,954
Military:
Operating loss	$	(4,890	)	$	(1,603	)	$	(6,895	)	$	(3,160	)	$	(3,468	)	$	(4,890	)	$	(8,611	)	$	(6,895	)
Adjustments:
Costs associated with Project One Team		—			106			64			706			—			—			—			64
Organizational realignment costs		—			3			—			114
Organizational realignment, net														(7	)		—			87			—
Expenses associated with tax planning		13			—			13			—			—			13			—			13
Pension termination		—			2			—			2
Severance associated with cost reduction initiatives		(19	)		—			506			9			9			(19	)		6			506
Adjusted operating loss	$	(4,896	)	$	(1,492	)	$	(6,312	)	$	(2,329	)	$	(3,466	)	$	(4,896	)	$	(8,518	)	$	(6,312	)

Adjusted earnings from continuing operations is a non-GAAP operating financial measure that the Company defines as net earnings from ~~continuing operations~~ plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted earnings from continuing operations provide a meaningful representation of its operating performance for the Company. The Company considers adjusted earnings from continuing operations as an additional way to measure operating performance on an ongoing basis. Adjusted earnings from continuing operations is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and excludes the contributions of activities classified as discontinued operations. Because adjusted earnings from continuing operations is a performance measure that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted earnings from continuing operations format.

Adjusted earnings from continuing operations is not a measure of performance under accounting principles generally accepted in the United States of America and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of net earnings ~~(loss) from continuing operations~~ to adjusted earnings from continuing operations for the 12 and 28 weeks ended July ~~11, 2020~~17, 2021 and July ~~13, 2019.~~11, 2020.

	12 Weeks Ended													12 Weeks Ended
	July 11, 2020						July 13, 2019							July 17, 2021					July 11, 2020
				per diluted						per diluted							per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share			Earnings			share				Earnings			share		Earnings			share
Earnings (loss) from continuing operations	$	28,467		$	0.80		$	(6,767	)	$	(0.19	)
Net earnings														$	16,814		$	0.47	$	28,467		$	0.80
Adjustments:
Merger/acquisition and integration		—						582
Restructuring, asset impairment and other		3,675						14,581
Costs associated with Project One Team		—						810
Organizational realignment costs		—						19
Acquisition and integration															121					—
Restructuring and asset impairment, net															3,337					3,675
Organizational realignment, net															(52	)				—
Expenses associated with tax planning															—					97
Severance associated with cost reduction initiatives		(75	)					80							13					(75	)
Expenses associated with tax planning		97						—
Pension termination		—						8,998
Total adjustments		3,697						25,070							3,419					3,697
Income tax effect on adjustments (a)		(903	)					(6,112	)						(862	)				(903	)
Impact of CARES Act (b)		(5,165	)					—							—					(5,165	)
Total adjustments, net of taxes		(2,371	)		(0.07	)		18,958			0.53		*		2,557			0.07		(2,371	)		(0.07	)
Adjusted earnings from continuing operations	$	26,096		$	0.73		$	12,191		$	0.34			$	19,371		$	0.54	$	26,096		$	0.73



	28 Weeks Ended
	July 11, 2020						July 13, 2019
				per diluted						per diluted
(In thousands, except per share amounts)	Earnings			share			Earnings			share
Earnings from continuing operations	$	43,869		$	1.22		$	754		$	0.02
Adjustments:
Merger/acquisition and integration		—						1,364
Restructuring, asset impairment and other		13,912						8,919
Fresh Cut operating losses		2,262						—
Costs associated with Project One Team		493						5,428
Organizational realignment costs		—						877
Severance associated with cost reduction initiatives		5,081						442
Expenses associated with tax planning		97						—
Pension termination		(1,004	)					9,351
Total adjustments		20,841						26,381
Income tax effect on adjustments (a)		(4,997	)					(6,416	)
Impact of CARES Act (b)		(9,510	)					—
Total adjustments, net of taxes		6,334			0.18			19,965			0.55
Adjusted earnings from continuing operations	$	50,203		$	1.40		$	20,719		$	0.57
* Includes rounding

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“adjusted EBITDA”) is a non-GAAP operating financial measure that the Company defines as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including ~~deferred (stock)~~share-based payments (equity awards measured in accordance with ASC 718, Stock Compensation, which include both stock-based compensation to employees and stock warrants issued to non-employees) and the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted EBITDA provides a meaningful representation of its operating performance for the Company and for its operating segments. The Company considers adjusted EBITDA as an additional way to measure operating performance on an ongoing basis. Adjusted EBITDA is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted EBITDA and adjusted EBITDA by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted EBITDA format.

Adjusted EBITDA and adjusted EBITDA by segment are not measures of performance under ~~accounting principles generally accepted in the United States of America~~GAAP and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definitions of adjusted EBITDA and adjusted EBITDA by segment may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of net earnings ~~(loss)~~ to adjusted EBITDA for the 12 and 28 weeks ended July ~~11, 2020~~17, 2021 and July ~~13, 2019.~~11, 2020.

	12 Weeks Ended						28 Weeks Ended						12 Weeks Ended						28 Weeks Ended
(In thousands)	July 11, 2020			July 13, 2019			July 11, 2020			July 13, 2019			July 17, 2021			July 11, 2020			July 17, 2021			July 11, 2020
Net earnings (loss)	$	28,467		$	(6,814	)	$	43,869		$	655
Loss from discontinued operations, net of tax		—			47			—			99
Income tax expense (benefit)		1,918			(2,941	)		1,949			(317	)
Net earnings													$	16,814		$	28,467		$	36,330		$	43,869
Income tax expense														5,850			1,918			12,206			1,949
Other expenses, net		3,587			17,078			10,184			29,142			3,257			3,587			7,580			10,184
Operating earnings		33,972			7,370			56,002			29,579			25,921			33,972			56,116			56,002
Adjustments:
LIFO expense		1,187			1,068			2,771			2,493			2,902			1,187			4,557			2,771
Depreciation and amortization		20,097			20,529			47,753			47,161			21,406			20,097			49,497			47,753
Merger/acquisition and integration		—			582			—			1,364
Restructuring, asset impairment and other charges		3,675			14,581			13,912			8,919
Acquisition and integration														121			—			180			—
Restructuring and asset impairment, net														3,337			3,675			3,176			13,912
Costs associated with Project One Team														—			—			—			493
Organizational realignment, net														(52	)		—			589			—
Severance associated with cost reduction initiatives														13			(75	)		138			5,081
Stock-based compensation														974			1,905			5,164			4,148
Stock warrant														430			—			1,075			—
Non-cash rent														(1,091	)		(1,199	)		(1,986	)		(2,793	)
Fresh Cut operating losses		—			—			2,262			—			—			—			—			2,262
Stock-based compensation		1,905			715			4,148			6,098
Non-cash rent		(1,199	)		(1,516	)		(2,793	)		(3,434	)
Costs associated with Project One Team		—			810			493			5,428
Organizational realignment costs		—			19			—			877
Severance associated with cost reduction initiatives		(75	)		80			5,081			442
(Gain) loss on disposal of assets		(484	)		63			3,427			61			(80	)		(484	)		(262	)		3,427
Other non-cash charges (gains)		99			11			99			(7	)
Other non-cash charges														478			99			958			99
Adjusted EBITDA	$	59,177		$	44,312		$	133,155		$	98,981		$	54,359		$	59,177		$	119,202		$	133,155

Following is a reconciliation of operating earnings (loss) to adjusted EBITDA by segment for the 12 and 28 weeks ended July ~~11, 2020~~17, 2021 and July ~~13, 2019.~~11, 2020.

	12 Weeks Ended						28 Weeks Ended						12 Weeks Ended						28 Weeks Ended
(In thousands)	July 11, 2020			July 13, 2019			July 11, 2020			July 13, 2019			July 17, 2021			July 11, 2020			July 17, 2021			July 11, 2020
Food Distribution:
Operating earnings	$	14,409		$	272		$	25,799		$	24,864		$	16,678		$	14,409		$	37,824		$	25,799
Adjustments:
LIFO expense		595			527			1,389			1,230			1,626			595			2,420			1,389
Depreciation and amortization		6,965			7,744			17,148			17,977			7,604			6,965			17,394			17,148
Merger/acquisition and integration		—			—			—			(130	)
Restructuring, asset impairment and other charges		3,462			16,024			12,684			9,681
Restructuring and asset impairment, net														781			3,462			763			12,684
Costs associated with Project One Team														—			—			—			265
Organizational realignment, net														(26	)		—			287			—
Severance associated with cost reduction initiatives														4			(37	)		103			3,143
Stock-based compensation														436			997			2,365			2,002
Stock warrant														430			—			1,075			—
Non-cash rent														143			36			917			94
Fresh Cut operating losses		—			—			2,262			—			—			—			—			2,262
Stock-based compensation		997			341			2,002			3,017
Non-cash rent		36			149			94			206
Costs associated with Project One Team		—			429			265			2,877
Organizational realignment costs		—			10			—			465
Severance associated with cost reduction initiatives		(37	)		37			3,143			361
(Gain) loss on disposal of assets		(521	)		11			1,619			6			(62	)		(521	)		(99	)		1,619
Other non-cash charges		52			11			51			11			283			52			517			51
Adjusted EBITDA	$	25,958		$	25,555		$	66,456		$	60,565		$	27,897		$	25,958		$	63,566		$	66,456
Retail:
Operating earnings	$	24,453		$	8,701		$	37,098		$	7,875		$	12,711		$	24,453		$	26,903		$	37,098
Adjustments:
LIFO expense		258			257			601			601			477			258			892			601
Depreciation and amortization		10,325			10,049			24,081			22,851			10,685			10,325			24,926			24,081
Merger/acquisition and integration		—			582			—			1,494
Restructuring charges (gains) and asset impairment		213			(1,443	)		1,228			(762	)
Acquisition and integration														121			—			180			—
Restructuring and asset impairment, net														2,556			213			2,413			1,228
Costs associated with Project One Team														—			—			—			164
Organizational realignment, net														(19	)		—			215			—
Severance associated with cost reduction initiatives														—			(19	)		29			1,432
Stock-based compensation		642			250			1,392			2,103			390			642			1,870			1,392
Non-cash rent		(1,150	)		(1,573	)		(2,684	)		(3,426	)		(1,145	)		(1,150	)		(2,697	)		(2,684	)
Costs associated with Project One Team		—			275			164			1,845
Organizational realignment costs		—			6			—			298
Severance associated with cost reduction initiatives		(19	)		43			1,432			72
Loss on disposal of assets		66			51			1,871			88
Other non-cash charges (gains)		34			(8	)		34			(31	)
(Gain) loss on disposal of assets														(2	)		66			(125	)		1,871
Other non-cash charges														139			34			314			34
Adjusted EBITDA	$	34,822		$	17,190		$	65,217		$	33,008		$	25,913		$	34,822		$	54,920		$	65,217
Military:
Operating loss	$	(4,890	)	$	(1,603	)	$	(6,895	)	$	(3,160	)	$	(3,468	)	$	(4,890	)	$	(8,611	)	$	(6,895	)
Adjustments:
LIFO expense		335			284			781			662			799			335			1,245			781
Depreciation and amortization		2,807			2,736			6,524			6,333			3,117			2,807			7,177			6,524
Costs associated with Project One Team														—			—			—			64
Organizational realignment, net														(7	)		—			87			—
Severance associated with cost reduction initiatives														9			(19	)		6			506
Stock-based compensation		266			124			754			978			148			266			929			754
Non-cash rent		(85	)		(92	)		(203	)		(214	)		(89	)		(85	)		(206	)		(203	)
Costs associated with Project One Team		—			106			64			706
Organizational realignment costs		—			3			—			114
Severance associated with cost reduction initiatives		(19	)		—			506			9
(Gain) loss on disposal of assets		(29	)		1			(63	)		(33	)
Gain on disposal of assets														(16	)		(29	)		(38	)		(63	)
Other non-cash charges		12			8			14			13			56			12			127			14
Adjusted EBITDA	$	(1,603	)	$	1,567		$	1,482		$	5,408		$	549		$	(1,603	)	$	716		$	1,482

The following table summarizes the Company’s consolidated statements of cash flows:

	28 Weeks Ended						28 Weeks Ended
(In thousands)	July 11, 2020			July 13, 2019			July 17, 2021			July 11, 2020
Cash flow activities
Net cash provided by operating activities	$	198,248		$	103,836		$	73,582		$	198,248
Net cash used in investing activities		(21,844	)		(102,609	)		(10,038	)		(21,844	)
Net cash (used in) provided by financing activities		(165,931	)		267
Net cash used in discontinued operations		—			(130	)
Net cash used in financing activities								(59,311	)		(165,931	)
Net increase in cash and cash equivalents		10,473			1,364			4,233			10,473
Cash and cash equivalents at beginning of the period		24,172			18,585			19,903			24,172
Cash and cash equivalents at end of the period	$	34,645		$	19,949		$	24,136		$	34,645

Net cash provided by operating activities. Net cash provided by operating activities ~~increased during~~decreased $124.7 million in the current year-to-date period ~~from~~compared to the prior year-to-date ~~period~~period. The change in cash provided by ~~approximately $94.4 million primarily~~operating activities is due mainly to ~~reductions~~significant prior year increases in sales volume related to the COVID-19 pandemic. The prior year sales volume increases resulted in increased purchases and increased related payables, which benefited prior year operating cash flows. In the current year, changes in working capital, ~~and improved profitability.~~including the payout of incentive compensation amounts earned in the prior year unfavorably impacted operating cash flows.

Net cash used in investing activities. Net cash used in investing activities decreased ~~$80.8~~$11.8 million in the current year compared to the prior year primarily due to proceeds on the ~~acquisition~~sale of ~~Martin’s~~fixed assets in the ~~prior~~current year.

Capital expenditures were ~~$30.6~~$39.8 million in the current year and cloud computing application development spend, which is included in operating activities, was ~~$5.0~~$4.0 million, compared to capital expenditures of ~~$31.8~~$30.6 million and cloud computing application development spend of $5.0 million in the prior year. The Company expects full fiscal year ~~2020~~2021 capital expenditures and cloud computing application development spend to range from $80.0 million to $90.0 million. The Food Distribution, Retail and Military segments utilized ~~37.2%~~36.1%, ~~49.6%~~44.4% and ~~13.2%~~19.5% of capital expenditures, respectively, in the current year.

Net cash used in financing activities. Net cash used in financing activities ~~increased $166.2~~decreased $106.6 million in the current year compared to the prior year primarily due to ~~payment of debt balances in~~higher net payments on the ~~current year, which were funded from cash provided by operating activities, as well as borrowings to fund the Martin’s acquisition~~senior credit facility in the prior year.

Total debt, including finance lease liabilities, was ~~$557.7~~$451.3 million and ~~$688.6~~$486.4 million as of July ~~11, 2020~~17, 2021 and ~~December 28, 2019,~~January 2, 2021, respectively. The decrease in total debt was due to ~~increased~~ payments on the senior credit facility from cash provided by operating activities.

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility. As of July ~~11, 2020,~~17, 2021, the senior secured credit facility had outstanding borrowings of ~~$513.1~~$405.8 million. Additional available borrowings under the Company’s credit facility are based on stipulated advance rates on eligible assets, as defined in the Credit Agreement. The Credit Agreement requires that the Company maintain excess availability of 10% of the borrowing base, as such term is defined in the Credit Agreement. The Company had excess availability after the 10% covenant of ~~$333.0~~$392.1 million at July ~~11, 2020.~~17, 2021. Payment of dividends and repurchases of outstanding shares are permitted, provided that certain levels of excess availability are maintained. The credit facility provides for the issuance of letters of credit, of which ~~$14.2~~$16.1 million were outstanding as of July ~~11, 2020.~~17, 2021. The credit facility matures December 18, 2023 and is secured by substantially all of the Company’s assets.

The Company believes that cash generated from operating activities and available borrowings under the credit facility will be sufficient to meet anticipated requirements for working capital, capital expenditures, dividend payments, and debt service obligations for the foreseeable future. However, there can be no assurance that the business will continue to generate cash flow at or above current levels or that the Company will maintain its ability to borrow under the Credit Agreement.

The Company’s current ratio (current assets to current liabilities) was ~~1.56-to-1~~1.53-to-1 at July ~~11, 2020~~17, 2021 compared to ~~1.76-to-1~~1.47-to-1 at ~~December 28, 2019,~~January 2, 2021, and its investment in working capital was ~~$381.3~~$344.4 million at July ~~11, 2020~~17, 2021 compared to ~~$431.5~~$325.2 million at ~~December 28, 2019. Net~~January 2, 2021. The net long-term debt to total capital ratio was ~~0.42-to-1~~0.36-to-1 at July ~~11, 2020~~17, 2021 compared to ~~0.49-to-1~~0.39-to-1 at ~~December 28, 2019.~~January 2, 2021.

Net long-term debt is a non-GAAP financial measure that is defined as long-term debt and finance lease liabilities, plus current ~~maturities~~portion of long-term debt and finance lease liabilities, less cash and cash equivalents. The ratio of net debt to capital is a non-GAAP financial measure that is calculated by dividing net long-term debt, as defined previously, by total capital (net long-term debt plus total shareholders’ equity). The Company believes both management and its investors find the information useful because it reflects the amount of long-term debt obligations that are not covered by available cash and temporary investments. Total net long-term debt is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

Following is a reconciliation of “Long-term debt and finance lease liabilities” to Net long-term debt as of July ~~11, 2020~~17, 2021 and ~~December 28, 2019.~~January 2, 2021.

	July 11,			December 28,			July 17,			January 2,
(In thousands)	2020			2019			2021			2020
Current portion of long-term debt and finance lease liabilities	$	5,489		$	6,349		$	5,719		$	5,135
Long-term debt and finance lease liabilities		552,206			682,204			445,574			481,309
Total debt		557,695			688,553			451,293			486,444
Cash and cash equivalents		(34,645	)		(24,172	)		(24,136	)		(19,903	)
Net long-term debt	$	523,050		$	664,381		$	427,157		$	466,541

For information on contractual obligations, see the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~January 2, 2021. At July ~~11, 2020,~~17, 2021, there have been no material changes to the Company’s significant contractual obligations outside the ordinary course of business.

During the quarter ended July ~~11, 2020,~~17, 2021, the Company declared ~~$6.9~~$7.1 million in ~~dividends and declared $13.9 million for the year-to-date period.~~dividends. A ~~1.3%~~3.9% increase in the quarterly dividend rate from ~~$0.19~~$0.1925 per share to ~~$0.1925~~$0.20 per share was approved by the Board of Directors and announced on ~~February 27, 2020.~~March 5, 2021. Although the Company expects to continue to pay a quarterly cash dividend, adoption of a dividend policy does not commit the Board of Directors to declare future dividends. Each future dividend will be considered and declared by the Board of Directors at its discretion. Whether the Board of Directors continues to declare dividends depends on a number of factors, including the Company’s future financial condition, anticipated profitability and cash flows and compliance with the terms of its credit facilities.

Under the senior revolving credit facility, the Company is generally permitted to pay dividends in any fiscal year up to an amount such that all cash dividends, together with any cash distributions and share repurchases, do not exceed $35.0 million. Additionally, the Company is generally permitted to pay cash dividends and repurchase shares in excess of $35.0 million in any fiscal year so long as its Excess Availability, as defined in the senior revolving credit facility, is in excess of 10% of the Total Borrowing Base, as defined in the senior revolving credit facility, before and after giving effect to the repurchases and dividends.

The Company has also made certain commercial commitments that extend beyond July ~~11, 2020.~~17, 2021. These commitments consist primarily of purchase commitments (as disclosed in the Company’s Annual Report on Form 10-K for the year ended ~~December 28, 2019)~~January 2, 2021), standby letters of credit of ~~$11.7~~$16.1 million as of July ~~11, 2020,~~17, 2021, and interest on long-term debt and finance lease liabilities.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the 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. Based on the Company’s ongoing review, the Company makes adjustments it considers appropriate under the facts and circumstances. This discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements. The Company believes these accounting policies and others set forth in Item 7 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019~~January 2, 2021 should be reviewed as they are integral to the understanding the Company’s financial condition and results of operations. The Company has discussed the development, selection and disclosure of these accounting policies with the Audit Committee of the Board of Directors. The accompanying financial statements are prepared using the same critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~January 2, 2021.

Refer to Note 2 in the notes to the condensed consolidated financial statements for further information.

There have been no material changes in market risk of SpartanNash from the information provided in Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk,” of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~January 2, 2021.

An evaluation of the effectiveness of the design and operation of SpartanNash Company’s disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of July ~~11, 2020~~17, 2021 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of SpartanNash Company’s management, including its ~~Interim~~ Chief Executive Officer (“CEO”), and Chief Financial Officer (“CFO”~~) andChief Accounting Officer (“CAO”~~). As of the Evaluation Date, SpartanNash Company’s management, including the CEO ~~CFO~~ and ~~CAO,~~CFO, concluded that SpartanNash’s disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including its principal executive and principal financial ~~officers~~officer, as appropriate, to allow for timely decisions regarding required disclosure. During the second quarter of ~~2020~~2021 there were no changes in SpartanNash’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, SpartanNash’s internal control over financial reporting. In response to the COVID-19 pandemic, many of the Company’s associates began working from home during the first quarter of 2020. Management has taken measures to ensure that the Company’s internal controls over financial reporting remained effective and were not materially affected.

The following table provides information regarding SpartanNash’s purchases of its own common stock during the 12-week period ended July ~~11, 2020~~17, 2021. These may include: (1) shares of SpartanNash common stock delivered in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares. The value of the shares delivered or withheld is determined by the applicable stock compensation plan. For the second quarter of ~~2020,~~2021, all employee transactions related to shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares.

During the fourth quarter of 2017, the Board authorized a publicly announced $50 million share repurchase program, expiring in 2022. There were ~~$10.0~~$5.3 million of share repurchases made under this program during the ~~first~~second quarter of ~~2020.~~2021. At July ~~11, 2020, $35.0~~17, 2021, $29.7 million remains available under the program.

			Average				Average
	Total Number		Price Paid		Total Number		Price Paid
Fiscal Period	of Shares Purchased		per Share		of Shares Purchased		per Share
April 19 - May 16, 2020
April 25 - May 22, 2021
Employee Transactions		—	$	—		—	$	—
Repurchase Program		—	$	—		—	$	—
May 17 - June 13, 2020
May 23 - June 19, 2021
Employee Transactions		1,901	$	18.99		8,480	$	20.48
Repurchase Program		—	$	—		160,000	$	20.34
June 14 - July 11, 2020
June 20 - July 17, 2021
Employee Transactions		—	$	—		—	$	—
Repurchase Program		—	$	—		105,000	$	19.67
Total for quarter ended July 11, 2020
Total for quarter ended July 17, 2021
Employee Transactions		1,901	$	18.99		8,480	$	20.48
Repurchase Program		—	$	—		265,000	$	20.07

The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Michigan		38-0593940
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

850 76^th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan		49518
(Address of Principal Executive Offices)		(Zip Code)

		Page
PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of ~~Operations~~Earnings	5

	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~	6

	Condensed Consolidated Statements of Shareholders’ Equity	7

	Condensed Consolidated Statements of Cash Flows	8

	Notes to Condensed Consolidated Financial Statements	9

Item ~~1A.~~	~~Risk Factors~~	18

~~Item~~ 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1817

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3028

Item 4.	Controls and Procedures	3028

PART II.	OTHER INFORMATION	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3129

Item 6.	Exhibits	3230

	Signatures	3331

	Allowance for Doubtful Accounts
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at January 2, 2021	$	6,232		$	371	$	6,603
Changes in credit loss estimates		(1,092	)		360		(732	)
Write-offs charged against the allowance		(499	)		—		(499	)
Balance at July 17, 2021	$	4,641		$	731	$	5,372

	Warrant
Outstanding and nonvested at January 2, 2021		4,349,817
Vested		217,492
Outstanding and nonvested at July 17, 2021		4,132,325

Exhibit Number		Document

3.1		Restated Articles of Incorporation of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 15, 2017. Incorporated herein by reference.

3.2		Bylaws of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 1, 2017. Incorporated herein by reference.

~~10.1~~		~~Form of Restricted Stock Award to Non-Employee Directors.~~

~~10.2~~		~~Form of Restricted Stock Award to Executive Officers.~~

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial ~~Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.3~~		~~Certification of Chief Accounting~~ Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July ~~11, 2020,~~17, 2021, has been formatted in Inline XBRL.