Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 15, 2017 | Aug. 15, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 15, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SPTN | |
Entity Registrant Name | SPARTANNASH COMPANY | |
Entity Central Index Key | 877,422 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 37,270,606 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 22,726 | $ 24,351 |
Accounts and notes receivable, net | 349,279 | 291,568 |
Inventories, net | 555,578 | 539,857 |
Prepaid expenses and other current assets | 32,712 | 37,187 |
Property and equipment held for sale | 173 | 521 |
Total current assets | 960,468 | 893,484 |
Property and equipment, net | 621,618 | 559,722 |
Goodwill | 366,636 | 322,686 |
Intangible assets, net | 130,048 | 60,202 |
Other assets, net | 119,765 | 94,242 |
Total assets | 2,198,535 | 1,930,336 |
Current liabilities | ||
Accounts payable | 394,276 | 372,432 |
Accrued payroll and benefits | 60,363 | 75,333 |
Other accrued expenses | 41,166 | 40,788 |
Current maturities of long-term debt and capital lease obligations | 19,001 | 17,424 |
Total current liabilities | 514,806 | 505,977 |
Long-term liabilities | ||
Deferred income taxes | 137,219 | 123,243 |
Postretirement benefits | 16,689 | 16,266 |
Other long-term liabilities | 39,496 | 45,768 |
Long-term debt and capital lease obligations | 641,257 | 413,675 |
Total long-term liabilities | 834,661 | 598,952 |
Commitments and contingencies (Note 8) | ||
Shareholders’ equity | ||
Common stock, voting, no par value; 100,000 shares authorized; 37,536 and 37,539 shares outstanding | 522,046 | 521,984 |
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding | ||
Accumulated other comprehensive loss | (11,392) | (11,437) |
Retained earnings | 338,414 | 314,860 |
Total shareholders’ equity | 849,068 | 825,407 |
Total liabilities and shareholders’ equity | $ 2,198,535 | $ 1,930,336 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jul. 15, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 37,536,000 | 37,539,000 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | ||
Income Statement [Abstract] | |||||
Net sales | $ 1,894,709 | $ 1,827,562 | $ 4,297,213 | $ 4,106,332 | |
Cost of sales | 1,623,683 | 1,564,863 | 3,668,811 | 3,509,391 | |
Gross profit | 271,026 | 262,699 | 628,402 | 596,941 | |
Operating expenses | |||||
Selling, general and administrative | 231,476 | 223,418 | 554,170 | 519,799 | |
Merger/acquisition and integration | 622 | 913 | 4,638 | 1,810 | |
Restructuring (gains) charges and asset impairment | (14) | 5,748 | 1,008 | 21,052 | |
Total operating expenses | 232,084 | 230,079 | 559,816 | 542,661 | |
Operating earnings | 38,942 | 32,620 | 68,586 | 54,280 | |
Other (income) and expenses | |||||
Interest expense | 5,682 | 4,437 | 12,997 | 10,260 | |
Other, net | (67) | (120) | (172) | (270) | |
Total other expenses, net | 5,615 | 4,317 | 12,825 | 9,990 | |
Earnings before income taxes and discontinued operations | 33,327 | 28,303 | 55,761 | 44,290 | |
Income taxes | 12,267 | 10,743 | 19,636 | 16,770 | |
Earnings from continuing operations | 21,060 | 17,560 | 36,125 | 27,520 | |
Loss from discontinued operations, net of taxes | (31) | (76) | (71) | (185) | |
Net earnings | $ 21,029 | $ 17,484 | $ 36,054 | $ 27,335 | |
Basic earnings per share: | |||||
Earnings from continuing operations | $ 0.56 | $ 0.47 | $ 0.96 | $ 0.73 | |
Net earnings | 0.56 | 0.47 | 0.96 | 0.73 | |
Diluted earnings per share: | |||||
Earnings from continuing operations | 0.56 | 0.47 | 0.96 | 0.73 | |
Loss from discontinued operations | [1] | (0.01) | |||
Net earnings | $ 0.56 | $ 0.47 | $ 0.95 | $ 0.73 | |
[1] | Includes rounding |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net earnings | $ 21,029 | $ 17,484 | $ 36,054 | $ 27,335 |
Other comprehensive income, before tax | ||||
Pension and postretirement liability adjustment | 31 | 1 | 72 | 3 |
Total other comprehensive income, before tax | 31 | 1 | 72 | 3 |
Income tax expense related to items of other comprehensive income | (11) | (27) | (1) | |
Total other comprehensive income, after tax | 20 | 1 | 45 | 2 |
Comprehensive income | $ 21,049 | $ 17,485 | $ 36,099 | $ 27,337 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - 6 months ended Jul. 15, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] |
Balance, value at Dec. 31, 2016 | $ 825,407 | $ 521,984 | $ (11,437) | $ 314,860 |
Balance, shares at Dec. 31, 2016 | 37,539 | 37,539 | ||
Net earnings | $ 36,054 | 36,054 | ||
Other comprehensive income | 45 | 45 | ||
Dividends - $0.33 per share | (12,500) | (12,500) | ||
Share repurchase, value | (7,873) | $ (7,873) | ||
Share repurchase, shares | (300) | |||
Stock-based employee compensation | 7,491 | $ 7,491 | ||
Issuances of common stock on stock option exercises and stock bonus plan, value | 3,606 | $ 3,606 | ||
Issuances of common stock on stock option exercises and stock bonus plan, share | 168 | |||
Issuances of restricted stock, shares | 292 | |||
Cancellations of stock-based awards, value | (3,162) | $ (3,162) | ||
Cancellations of stock-based awards, shares | (163) | |||
Balance, value at Jul. 15, 2017 | $ 849,068 | $ 522,046 | $ (11,392) | $ 338,414 |
Balance, shares at Jul. 15, 2017 | 37,536 | 37,536 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) | 6 Months Ended |
Jul. 15, 2017$ / shares | |
Statement Of Stockholders Equity [Abstract] | |
Dividends per share | $ 0.33 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 15, 2017 | Jul. 16, 2016 | |
Cash flows from operating activities | ||
Net earnings | $ 36,054 | $ 27,335 |
Loss from discontinued operations, net of tax | 71 | 185 |
Earnings from continuing operations | 36,125 | 27,520 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Non-cash restructuring, asset impairment and other charges | 588 | 19,271 |
Depreciation and amortization | 46,362 | 42,040 |
LIFO expense | 2,282 | 2,471 |
Postretirement benefits expense | 399 | 50 |
Deferred taxes on income | 14,565 | 4,752 |
Stock-based compensation expense | 7,491 | 6,067 |
Other, net | (75) | (79) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (25,904) | 9,680 |
Inventories | (12,764) | (18,360) |
Prepaid expenses and other assets | (4,806) | (9,512) |
Accounts payable | (2,369) | (7,418) |
Accrued payroll and benefits | (18,961) | (11,816) |
Postretirement benefit payments | (178) | (150) |
Other accrued expenses and other liabilities | (4,398) | (7,334) |
Net cash provided by operating activities | 38,357 | 57,182 |
Cash flows from investing activities | ||
Purchases of property and equipment | (37,789) | (41,336) |
Net proceeds from the sale of assets | 3,701 | 5,422 |
Acquisitions, net of cash acquired | (214,595) | |
Loans to customers | (330) | |
Payments from customers on loans | 1,437 | 1,056 |
Other | (225) | (670) |
Net cash used in investing activities | (247,801) | (35,528) |
Cash flows from financing activities | ||
Proceeds from revolving credit facility | 916,467 | 690,601 |
Payments on revolving credit facility | (683,807) | (684,183) |
Share repurchase | (7,873) | (9,000) |
Net payments related to stock-based award activities | (3,163) | (2,229) |
Repayment of other long-term debt | (4,283) | (5,145) |
Financing fees paid | (252) | (99) |
Proceeds from exercise of stock options | 3,207 | 1,032 |
Dividends paid | (12,500) | (11,253) |
Net cash provided by (used in) financing activities | 207,796 | (20,276) |
Cash flows from discontinued operations | ||
Net cash provided by (used in) operating activities | 23 | (281) |
Net cash provided by (used in) discontinued operations | 23 | (281) |
Net (decrease) increase in cash and cash equivalents | (1,625) | 1,097 |
Cash and cash equivalents at beginning of period | 24,351 | 22,719 |
Cash and cash equivalents at end of period | $ 22,726 | $ 23,816 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 6 Months Ended |
Jul. 15, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | Note 1 – Summary of Significant Accounting Policies and Basis of Presentation 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 31, 2016. 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 15, 2017, and the results of its operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited information in the condensed consolidated financial statements for the second quarters and year to date periods of 2017 and 2016 include the results of operations of the Company for the 12 and 28-week periods ended July 15, 2017 and July 16, 2016, respectively. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jul. 15, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Note 2 – Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment.” ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. If a reporting unit fails Step 1 of the goodwill impairment test, entities are no longer required to compute the implied fair value of goodwill following the same procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance is effective for the Company in fiscal year ending January 2, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations – Clarifying the Definition of a Business.” ASU 2017-01 narrows the definition of a business and provides a screen to determine when a set of the three elements of a business—inputs, processes, and outputs – are not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The new guidance is effective for the Company in fiscal year ending December 29, 2018. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 provides for simplification of several aspects of the accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. The Company adopted the new standard in the first quarter of fiscal 2017. Accordingly the tax benefits or deficiencies related to stock-based compensation are reflected in the condensed consolidated statements of earnings as a component of the provision for income taxes, whereas they previously were recognized in equity. As a result of the adoption, the Company recognized $1.3 million of tax benefits related to share-based payments in its provision for income taxes in 2017. Additionally, the Company’s condensed consolidated statements of cash flows now include tax benefits as an operating activity, while cash paid on associates’ behalf related to shares withheld for tax purposes is classified as a financing activity. Retrospective application of the cash flow presentation resulted in $2.5 million increases to both net cash provided by operating activities and net cash used in financing activities, respectively, for the year-to-date period ended July 16, 2016. The Company’s stock compensation expense continues to reflect estimated forfeitures. In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 provides guidance for lease accounting and stipulates that lessees will need to recognize a right-of-use asset and a lease liability for substantially all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. Treatment in the consolidated statements of earnings will be similar to the current treatment of operating and capital leases. The new guidance is effective on a modified retrospective basis for the Company in the first quarter of its fiscal year ending December 28, 2019. The adoption of this ASU will result in a significant increase to the Company’s consolidated balance sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this ASU on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The new guidance affects any reporting organization that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Deferral of the Effective Date,” which results in the guidance being effective for the Company in the first quarter of its fiscal year ending December 29, 2018. The adoption will include updates as provided under ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net);” ASU 2016-10, “Identifying Performance Obligations and Licensing;” and ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients.” Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements and has substantially completed its initial evaluation of the major focus areas that could impact the Company. From a principal versus agent considerations perspective, the Company has evaluated its significant arrangements and has determined that revenue recognition on a gross reporting basis will remain relatively unchanged, with the exception of a few smaller contracts that could be reported on a net basis depending on the nature of the arrangements and management’s final assessment. As it pertains to the Food Distribution and Military segments, the Company determined that the promised goods or services other than grocery products outlined in the contracts with customers are immaterial in the context of the contracts. As a result of this determination, the Company is not required to assess whether these promised goods or services are performance obligations, and therefore, believes revenue recognition practices will remain relatively unchanged as there are no additional deliverables for which the transaction price will need to be allocated. Many of these contracts also include contingent amounts of variable consideration, and the Company expects there to be few, if any, changes to the timing of revenue as the Company currently recognizes these amounts under the presumption that they are determinable and can be estimated. The Company also expects there to be few, if any, changes to revenue recognition in its Retail segment based on how the Company currently records gift card breakage and loyalty rewards, which are immaterial with respect to the consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 15, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | N ote 3 – Acquisitions On January 6, 2017, the Company acquired certain assets and assumed certain liabilities of Caito Foods Service (“Caito”) and Blue Ribbon Transport (“BRT”) for $214.6 million in cash, net of $2.5 million of cash acquired. Acquired assets consist primarily of property and equipment of $77.5 million, intangible assets of $72.9 million, and working capital. Intangible assets are primarily composed of customer relationships, which will be amortized over fifteen years, and indefinite lived trade names. In connection with the purchase, the Company is providing certain earn-out opportunities that have the potential to pay the sellers an additional $27.4 million, collectively, if the business achieves certain performance targets during the first three years after acquisition. If certain performance targets are not met in the first year after acquisition, the Company will be reimbursed a portion of the initial purchase price at an amount not to exceed the sum of: a) $15.0 million, representing the funds paid into escrow, and b) any earn-out opportunities earned by the sellers. The reduction in purchase price, if applicable, will first be applied to funds paid into escrow and then as an offset against and a reduction to any payments owed on the various earn-out opportunities. The acquisition was funded with proceeds from the Company’s Credit Agreement. As of July 15, 2017, the Company has incurred $4.9 million of costs related to the acquisition, of which $2.7 million was incurred in 2017, and is recorded in merger/acquisition and integration expense. Founded in Indianapolis in 1965, Caito is a leading supplier of fresh fruits and vegetables as well as value-added meal solutions to grocery retailers and food service distributors across 22 states in the Southeast, Midwest and Eastern United States. BRT offers temperature-controlled distribution and logistics services throughout North America. Caito and BRT service customers from facilities in Indiana and Florida. Caito also has a fresh cut fruit and vegetable facility in Indianapolis and recently completed a new 118,000 square foot Fresh Kitchen facility, also in Indianapolis. The Fresh Kitchen provides the Company with the ability to process, cook, and package fresh protein-based foods and complete meal solutions. As of the second quarter of fiscal 2017, the Company has begun limited production in the Fresh Kitchen facility. The Company acquired Caito and BRT to strengthen its fresh product offerings to its existing customer base and to expand into fast-growing, value-added services, such as freshly-prepared centerplate and side dish categories. The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition date and were based on preliminary estimates. These estimates are subject to revision upon the finalization of the valuations of the acquired real estate and intangible assets. Adjustments, if any, will be made prior to January 5, 2018. The excess of the purchase price over the fair value of net assets acquired, currently estimated at $45.2 million, was recorded as goodwill in the consolidated balance sheet and allocated to the Food Distribution segment. The goodwill recognized is attributable primarily to the assembled workforce of Caito and BRT and expected synergies. The Company expects that all goodwill attributable to the acquisition will be deductible for tax purposes. |
Goodwill
Goodwill | 6 Months Ended |
Jul. 15, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 4 – Goodwill Changes in the carrying amount of goodwill were as follows: (In thousands) Food Distribution Retail Total Balance at December 31, 2016 $ 132,367 $ 190,319 (a) $ 322,686 (a) Acquisitions (Note 3) 45,181 — 45,181 Disposals — (1,231 ) (1,231 ) Balance at July 15, 2017 $ 177,548 $ 189,088 (a) $ 366,636 (a) (a) Net of accumulated impairment charges of $86.6 million. The Company reviews goodwill and other intangible assets for impairment annually, during the fourth quarter of each fiscal year, and more frequently if circumstances indicate the possibility of impairment. As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of October 8, 2016, the Food Distribution reporting unit had a fair value that was substantially in excess of its carrying value and the fair value of the Retail reporting unit, which had $190.5 million of recorded goodwill as of the assessment date, exceeded its carrying value by 13.1%. The f air value calculations contain significant judgments and estimates related to the Retail reporting unit’s projected weighted average cost of capital, future revenues and cash flows, and overall profitability. These judgments and estimates are impacted by a number of different factors, both internal and external, that could result in changes in the estimates and their related outcomes. Specifically, certain The Company continues to assess whether indicators are present or if there are changes in circumstances that would suggest impairment may exist, including an evaluation of business climate changes and the significant estimates related to the Retail reporting unit’s future revenues, cash flows and profitability. Since the most recent goodwill impairment test, the Company continues to monitor the trends of the Retail reporting unit’s performance. At this time the Company is not aware of any events or significant changes in its estimates that would indicate that impairment exists, and the Company has sufficient available information, both current and historical, to support its assumptions, judgments and estimates. From a sensitivity perspective, no goodwill impairment charge would be required for the Retail reporting unit if the estimate of future discounted cash flows was 2.5% lower or if the discount rate increased by 35 basis points. If the Company’s stock price experiences a significant and sustained decline or other events or changes in circumstances occur, such as interest rate increases, changes in macroeconomic conditions, or operating results of the Retail reporting unit not meeting the Company’s estimates, it could result in the Company recording a significant non-cash impairment charge. |
Restructuring Charges and Asset
Restructuring Charges and Asset Impairment | 6 Months Ended |
Jul. 15, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges and Asset Impairment | Note 5 – Restructuring Charges and Asset Impairment The following table provides the activity of reserves for closed properties for the first quarter of 2017. 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 when the obligations are expected to be paid. Lease and (In thousands) Ancillary Costs Severance Total Balance at December 31, 2016 $ 21,932 $ — $ 21,932 Provision for closing charges (a) 405 — 405 Provision for severance (b) — 545 545 Lease termination adjustment (c) (1,910 ) — (1,910 ) Accretion expense 302 — 302 Payments (3,681 ) (379 ) (4,060 ) Balance at July 15, 2017 $ 17,048 $ 166 $ 17,214 (a) The provision for closing charges represents initial costs estimated to be incurred for lease and related ancillary costs, net of sublease income, related to store closings in the Retail segment. (b) The provision for severance relates to store closings in the Retail segment and a distribution center closing in the Food Distribution segment. (c) The lease termination adjustment represents the benefit recognized in connection with a lease buyout on a previously closed store. The lease liability was formerly included in the Company’s restructuring cost liability based on initial estimates. Included in the liability are lease obligations recorded at the present value of future minimum lease payments, calculated using a risk-free interest rate, and related ancillary costs from the date of closure to the end of the remaining lease term, net of estimated sublease income. Restructuring and asset impairment charges included in the condensed consolidated statements of earnings consisted of the following: 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands) 2017 2016 2017 2016 Asset impairment charges (a) $ — $ 3,483 $ 521 $ 3,483 Provision for closing charges (b) — 718 405 13,171 Loss (gain) on sales of assets related to closed facilities (c) 850 (101 ) 673 266 Provision for severance (d) 10 — 545 895 Other costs associated with distribution center and store closings (e) 477 1,334 774 3,103 Changes in estimates (f) — 314 — 434 Lease termination adjustment (g) (1,351 ) — (1,910 ) (300 ) $ (14 ) $ 5,748 $ 1,008 $ 21,052 (a) Asset impairment charges were incurred in the Retail segment in conjunction with the Company’s retail store rationalization plan. (b) The provision for closing charges represents initial costs estimated to be incurred for lease and related ancillary costs, net of sublease income, related to store closings in the Retail segment. (c) The net (gain) loss on sales of assets resulted from the sales of previously closed retail stores and a food distribution center. (d) The provision for severance relates to distribution center closings in the Food Distribution segment and store closings in the Retail segment. (e) Other closing costs associated with distribution center and store closings represent additional costs, predominantly labor and inventory transfer costs, incurred in connection with winding down certain operations in the Food Distribution and Retail segments. (f) The changes in estimates relate to revised estimates of lease and ancillary costs associated with previously closed distribution centers in the Food Distribution segment. (g) The lease termination adjustments represent the benefits recognized in connection with lease buyouts on previously closed stores in the Retail segment. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 15, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6 – Long-Term Debt Long-term debt consists of the following: July 15, December 31, (In thousands) 2017 2016 Senior secured revolving credit facility, due December 2021 $ 564,069 $ 359,127 Senior secured term loan, due December 2021 54,672 26,954 Capital lease obligations 45,101 48,255 Other, 2.61% - 8.75%, due 2019 - 2020 3,957 5,028 Total debt - Principal 667,799 439,364 Unamortized debt issuance costs (7,541 ) (8,265 ) Total debt 660,258 431,099 Less current portion 19,001 17,424 Total long-term debt $ 641,257 $ 413,675 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 15, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 – Fair Value Measurements 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. At July 15, 2017 and December 31, 2016, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows: July 15, December 31, (In thousands) 2017 2016 Book value of debt instruments, excluding debt financing costs: Current maturities of long-term debt and capital lease obligations $ 19,001 $ 17,424 Long-term debt and capital lease obligations 648,798 421,940 Total book value of debt instruments 667,799 439,364 Fair value of debt instruments, excluding debt financing costs 669,130 440,759 Excess of fair value over book value $ 1,331 $ 1,395 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). 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. Long-lived assets are measured at fair value on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy. Assets with a book value of $0.9 million were measured at a fair value of $0.4 million, resulting in an impairment charge of $0.5 million in 2017. Fair value of long-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, experience and knowledge of the geographic area in which the assets are located, and when necessary, uses real estate brokers. See Note 5 for discussion of long-lived asset impairment charges. Certain of the Company’s business combinations involve the potential for the receipt or payment of future contingent consideration upon the shortfall or achievement of various operating thresholds, respectively. The additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified EBITDA levels. For business combinations including contingent consideration provisions an asset or liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period with the change in fair value recognized as income or expense within operating expenses in the condensed consolidated statements of income. The Company measures the asset and liability on a recurring basis using Level 3 inputs. The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected EBITDA. Projected contingent payment or receipt amounts are discounted back to the current period using a discounted cash flow model. Projected EBITDA amounts are based on initial deal model forecasts at the time of acquisition as well as the Company’s most recent internal operational budget, and include a probability weighted range of outcomes. Changes in projected EBITDA, probabilities of payment, discount rates, or projected payment dates may result in higher or lower fair value measurements. The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs as of July 15, 2017: Unobservable Input Range Discount rate 11.80% Probability of payments 0% - 100% Projected fiscal year(s) of payments 2017 - 2019 The fair value of contingent consideration receivable and payable associated with the Caito and BRT acquisition was $18.4 million and $3.4 million, respectively, as of July 15, 2017. The net receivable of $15 million was recorded in other assets, net in the condensed consolidated balance sheets as there is a right of offset for the payable and receivable. Upon payment, the portion of the contingent consideration related to the acquisition date fair value is reported as a financing activity in the condensed consolidated statements of cash flows. Amounts received or paid in excess of the acquisition date fair value are reported as an operating activity in the consolidated statements of cash flows. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 15, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies 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. From time to time, the Company may advance funds to independent retailers which are earned by the retailers primarily through achieving specified purchase volume requirements, as outlined in their supply agreements with the Company, or in limited instances, for remaining a SpartanNash customer for a specified time period. These advances must be repaid if the purchase volume requirements are not met or if the retailer no longer remains a customer for the specified time period. As of July 15, 2017, the Company has an unearned advance to one independent retailer for an amount representing approximately two percent of the Company’s total assets, and also has outstanding receivables from this customer in the amount of $8.1 million, of which $4.8 million has been reserved for given the past due status on those receivables. The Company’s collateral related to the advanced funds is a security interest in select business assets of the independent retailer’s stores, including select real property assets and other collateral, including personal guarantees, from the shareholders. However, in the event of default, the Company may be unable to recover the unearned portion of the funds advanced to this independent retailer. Based on the uncertainty associated with estimating the value of the collateral and the risks related to taking possession of and divesting the secured business assets, the Company cannot reasonably estimate the amount of advanced funds, if any, that should be reserved. The Company estimates that the possible range of loss related to this customer is between zero and $25.0 million, depending on the circumstances discussed above. 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 its collective bargaining agreements 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 collective bargaining agreement and vary by location. The Plan continues to be in red zone status, which according to the Pension Protection Act, is considered to be in critical status as red zone status plans are generally less than 65% funded. 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 significantly exceeds the value of the assets held in trust to pay benefits. Because SpartanNash is one of a number of employers contributing to this plan, it is difficult to ascertain what the exact amount of the underfunding would be. Management is not aware of any significant change in funding levels since December 31, 2016. To reduce this underfunding, management expects meaningful increases in expense as a result of required incremental multi-employer pension plan contributions in future years. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably determined. |
Associate Retirement Plans
Associate Retirement Plans | 6 Months Ended |
Jul. 15, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Associate Retirement Plans | Note 9 – Associate Retirement Plans During the 12 and 28-week periods ended July 15, 2017, the Company recognized net periodic pension income of $0.2 million and $0.3 million, respectively, related to the SpartanNash Company Pension Plan and net postretirement benefit costs of $0.1 million and $0.2 million, respectively, related to the SpartanNash Medical Plan. The Company did not make any contributions to the SpartanNash Company Pension Plan during the 28 weeks ended July 15, 2017. The Company does not expect, and is not required, to make any contributions for the remainder of the fiscal year ending December 30, 2017. 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. Multi-Employer Plans In addition to the plans listed above, the Company participates in the Central States Southeast and Southwest Pension Fund (EIN 7456500), 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 funded. The Company’s contributions for the 28 weeks ended July 15, 2017 and July 16, 2016 were $7.8 million and $7.5 million, respectively. See Note 8 for further information regarding the Company’s participation in the Central States Plan. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 15, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes The effective income tax rate was 36.8% and 38.0% for the 12 weeks ended July 15, 2017 and July 16, 2016, respectively. For the 28 weeks ended July 15, 2017 and July 16, 2016, the effective income tax rate was 35.2% and 37.9%, respectively. The differences from the federal statutory rate are primarily due to tax benefits related to state taxes, stock-based compensation and federal tax credits in the current year and state taxes and federal tax credits in the prior year. The Company adopted ASU 2016-09 on January 1, 2017, which requires tax benefits or deficiencies related to stock-based compensation to be reflected in the condensed consolidated statements of earnings as a component of the provision for income taxes whereas they were previously recognized in equity. Total tax benefits related to stock-based compensation recognized in fiscal 2017 were $1.3 million. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 15, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 11 – Stock-Based Compensation The Company has a shareholder-approved stock incentive plan that provides 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. Stock-based compensation expense recognized and included in “Selling, general and administrative expenses” in the condensed consolidated statements of earnings, and related tax benefits were as follows: 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands) 2017 2016 2017 2016 Restricted stock $ 1,139 $ 1,043 $ 7,491 $ 6,067 Tax benefits (427 ) (395 ) (2,810 ) (2,300 ) Stock-based compensation expense, net of tax $ 712 $ 648 $ 4,681 $ 3,767 The following table summarizes activity in the stock-based compensation plans for the 28 weeks ended July 15, 2017: Weighted Shares Weighted Restricted Average Under Average Stock Grant-Date Options Exercise Price Awards Fair Value Outstanding at December 31, 2016 200,517 $ 19.94 660,143 $ 26.48 Granted — — 292,205 34.82 Exercised/Vested (152,589 ) 21.02 (253,280 ) 25.85 Cancelled/Forfeited — — (75,951 ) 29.03 Outstanding at July 15, 2017 47,928 $ 16.52 623,117 $ 30.34 The Company has not issued any stock options since 2009 and all outstanding options are vested and exercisable at July 15, 2017. As of July 15, 2017, total unrecognized compensation costs related to non-vested stock-based awards granted under the Company’s stock incentive plans were $6.3 million for restricted stock, and are expected to be recognized over a weighted average period of 2.3 years. All compensation costs related to stock options have been recognized. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 15, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12 – Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share from continuing operations: 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands, except per share amounts) 2017 2016 2017 2016 Numerator: Earnings from continuing operations $ 21,060 $ 17,560 $ 36,125 $ 27,520 Adjustment for earnings attributable to participating securities (357 ) (314 ) (640 ) (492 ) Earnings from continuing operations used in calculating earnings per share $ 20,703 $ 17,246 $ 35,485 $ 27,028 Denominator: Weighted average shares outstanding, including participating securities 37,809 37,475 37,742 37,483 Adjustment for participating securities (641 ) (670 ) (669 ) (670 ) Shares used in calculating basic earnings per share 37,168 36,805 37,073 36,813 Effect of dilutive stock options 22 71 45 59 Shares used in calculating diluted earnings per share 37,190 36,876 37,118 36,872 Basic earnings per share from continuing operations $ 0.56 $ 0.47 $ 0.96 $ 0.73 Diluted earnings per share from continuing operations $ 0.56 $ 0.47 $ 0.96 $ 0.73 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jul. 15, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 13 – Supplemental Cash Flow Information Supplemental cash flow information is as follows: 28 Weeks Ended July 15, July 16, (In thousands) 2017 2016 Non-cash financing activities: Capital lease obligations $ 60 $ 3,524 Non-cash investing activities: Capital expenditures included in accounts payable 609 2,133 Capital lease asset additions 60 3,524 Other supplemental cash flow information: Cash paid for interest 12,224 8,648 |
Reporting Segment Information
Reporting Segment Information | 6 Months Ended |
Jul. 15, 2017 | |
Segment Reporting [Abstract] | |
Reporting Segment Information | Note 14 – Reporting Segment Information The following tables set forth information about the Company by reporting segment: (In thousands) Food Distribution Military Retail Total 12 Weeks Ended July 15, 2017 Net sales to external customers $ 941,636 $ 471,077 $ 481,996 $ 1,894,709 Inter-segment sales 209,435 — — 209,435 Merger/acquisition and integration 468 — 154 622 Depreciation and amortization 6,073 2,607 9,584 18,264 Operating earnings 23,204 2,509 13,229 38,942 Capital expenditures 8,275 1,603 8,435 18,313 12 Weeks Ended July 16, 2016 Net sales to external customers $ 820,328 $ 505,418 $ 501,816 $ 1,827,562 Inter-segment sales 220,146 — — 220,146 Merger/acquisition and integration 93 — 820 913 Depreciation and amortization 4,827 2,682 10,126 17,635 Operating earnings 19,227 2,497 10,896 32,620 Capital expenditures 4,673 712 17,861 23,246 28 Weeks Ended July 15, 2017 Net sales to external customers $ 2,104,586 $ 1,114,390 $ 1,078,237 $ 4,297,213 Inter-segment sales 476,763 — — 476,763 Merger/acquisition and integration 4,315 — 323 4,638 Depreciation and amortization 15,016 6,046 22,624 43,686 Operating earnings 48,518 3,399 16,669 68,586 Capital expenditures 14,029 4,054 19,706 37,789 28 Weeks Ended July 16, 2016 Net sales to external customers $ 1,811,465 $ 1,179,941 $ 1,114,926 $ 4,106,332 Inter-segment sales 497,149 — — 497,149 Merger/acquisition and integration 561 1 1,248 1,810 Depreciation and amortization 11,297 6,157 23,550 41,004 Operating earnings 45,083 5,930 3,267 54,280 Capital expenditures 10,195 3,047 28,094 41,336 (In thousands) July 15, 2017 December 31, 2016 Total Assets Food Distribution $ 1,071,156 $ 776,725 Military 408,054 395,737 Retail 716,077 754,625 Discontinued operations 3,248 3,249 Total $ 2,198,535 $ 1,930,336 The Company offers a wide variety of grocery products, general merchandise and health and beauty care, pharmacy, fuel, and other items and services. The following table presents sales by type of similar products and services: 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands, except percentages) 2017 2016 2017 2016 Center store (a) $ 1,130,910 59.7 % $ 1,134,822 62.1 % $ 2,597,127 60.4 % $ 2,587,398 63.0 % Fresh (b) 653,735 34.5 582,697 31.9 1,443,840 33.6 1,277,147 31.1 Pharmacy 80,355 4.2 80,895 4.4 190,715 4.5 185,485 4.5 Fuel 29,709 1.6 29,148 1.6 65,531 1.5 56,302 1.4 Consolidated net sales $ 1,894,709 100.0 % $ 1,827,562 100.0 % $ 4,297,213 100.0 % $ 4,106,332 100.0 % (a) Consists primarily of general merchandise, grocery, beverages, snacks, tobacco products and frozen foods. (b) Consists primarily of produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 6 Months Ended |
Jul. 15, 2017 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment.” ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. If a reporting unit fails Step 1 of the goodwill impairment test, entities are no longer required to compute the implied fair value of goodwill following the same procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new guidance is effective for the Company in fiscal year ending January 2, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations – Clarifying the Definition of a Business.” ASU 2017-01 narrows the definition of a business and provides a screen to determine when a set of the three elements of a business—inputs, processes, and outputs – are not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The new guidance is effective for the Company in fiscal year ending December 29, 2018. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 provides for simplification of several aspects of the accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. The Company adopted the new standard in the first quarter of fiscal 2017. Accordingly the tax benefits or deficiencies related to stock-based compensation are reflected in the condensed consolidated statements of earnings as a component of the provision for income taxes, whereas they previously were recognized in equity. As a result of the adoption, the Company recognized $1.3 million of tax benefits related to share-based payments in its provision for income taxes in 2017. Additionally, the Company’s condensed consolidated statements of cash flows now include tax benefits as an operating activity, while cash paid on associates’ behalf related to shares withheld for tax purposes is classified as a financing activity. Retrospective application of the cash flow presentation resulted in $2.5 million increases to both net cash provided by operating activities and net cash used in financing activities, respectively, for the year-to-date period ended July 16, 2016. The Company’s stock compensation expense continues to reflect estimated forfeitures. In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 provides guidance for lease accounting and stipulates that lessees will need to recognize a right-of-use asset and a lease liability for substantially all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. Treatment in the consolidated statements of earnings will be similar to the current treatment of operating and capital leases. The new guidance is effective on a modified retrospective basis for the Company in the first quarter of its fiscal year ending December 28, 2019. The adoption of this ASU will result in a significant increase to the Company’s consolidated balance sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this ASU on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The new guidance affects any reporting organization that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, “Deferral of the Effective Date,” which results in the guidance being effective for the Company in the first quarter of its fiscal year ending December 29, 2018. The adoption will include updates as provided under ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net);” ASU 2016-10, “Identifying Performance Obligations and Licensing;” and ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients.” Adoption is allowed by either the full retrospective or modified retrospective approach. The Company is currently in the process of evaluating the impact of adoption of this standard on its consolidated financial statements and has substantially completed its initial evaluation of the major focus areas that could impact the Company. From a principal versus agent considerations perspective, the Company has evaluated its significant arrangements and has determined that revenue recognition on a gross reporting basis will remain relatively unchanged, with the exception of a few smaller contracts that could be reported on a net basis depending on the nature of the arrangements and management’s final assessment. As it pertains to the Food Distribution and Military segments, the Company determined that the promised goods or services other than grocery products outlined in the contracts with customers are immaterial in the context of the contracts. As a result of this determination, the Company is not required to assess whether these promised goods or services are performance obligations, and therefore, believes revenue recognition practices will remain relatively unchanged as there are no additional deliverables for which the transaction price will need to be allocated. Many of these contracts also include contingent amounts of variable consideration, and the Company expects there to be few, if any, changes to the timing of revenue as the Company currently recognizes these amounts under the presumption that they are determinable and can be estimated. The Company also expects there to be few, if any, changes to revenue recognition in its Retail segment based on how the Company currently records gift card breakage and loyalty rewards, which are immaterial with respect to the consolidated financial statements. |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows: (In thousands) Food Distribution Retail Total Balance at December 31, 2016 $ 132,367 $ 190,319 (a) $ 322,686 (a) Acquisitions (Note 3) 45,181 — 45,181 Disposals — (1,231 ) (1,231 ) Balance at July 15, 2017 $ 177,548 $ 189,088 (a) $ 366,636 (a) (a) Net of accumulated impairment charges of $86.6 million. |
Restructuring Charges and Ass25
Restructuring Charges and Asset Impairment (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Activity of Reserves for Closed Properties | The following table provides the activity of reserves for closed properties for the first quarter of 2017. 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 when the obligations are expected to be paid. Lease and (In thousands) Ancillary Costs Severance Total Balance at December 31, 2016 $ 21,932 $ — $ 21,932 Provision for closing charges (a) 405 — 405 Provision for severance (b) — 545 545 Lease termination adjustment (c) (1,910 ) — (1,910 ) Accretion expense 302 — 302 Payments (3,681 ) (379 ) (4,060 ) Balance at July 15, 2017 $ 17,048 $ 166 $ 17,214 (a) The provision for closing charges represents initial costs estimated to be incurred for lease and related ancillary costs, net of sublease income, related to store closings in the Retail segment. (b) The provision for severance relates to store closings in the Retail segment and a distribution center closing in the Food Distribution segment. (c) The lease termination adjustment represents the benefit recognized in connection with a lease buyout on a previously closed store. The lease liability was formerly included in the Company’s restructuring cost liability based on initial estimates. |
Schedule of Restructuring Charges and Asset Impairment | Restructuring and asset impairment charges included in the condensed consolidated statements of earnings consisted of the following: 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands) 2017 2016 2017 2016 Asset impairment charges (a) $ — $ 3,483 $ 521 $ 3,483 Provision for closing charges (b) — 718 405 13,171 Loss (gain) on sales of assets related to closed facilities (c) 850 (101 ) 673 266 Provision for severance (d) 10 — 545 895 Other costs associated with distribution center and store closings (e) 477 1,334 774 3,103 Changes in estimates (f) — 314 — 434 Lease termination adjustment (g) (1,351 ) — (1,910 ) (300 ) $ (14 ) $ 5,748 $ 1,008 $ 21,052 (a) Asset impairment charges were incurred in the Retail segment in conjunction with the Company’s retail store rationalization plan. (b) The provision for closing charges represents initial costs estimated to be incurred for lease and related ancillary costs, net of sublease income, related to store closings in the Retail segment. (c) The net (gain) loss on sales of assets resulted from the sales of previously closed retail stores and a food distribution center. (d) The provision for severance relates to distribution center closings in the Food Distribution segment and store closings in the Retail segment. (e) Other closing costs associated with distribution center and store closings represent additional costs, predominantly labor and inventory transfer costs, incurred in connection with winding down certain operations in the Food Distribution and Retail segments. (f) The changes in estimates relate to revised estimates of lease and ancillary costs associated with previously closed distribution centers in the Food Distribution segment. (g) The lease termination adjustments represent the benefits recognized in connection with lease buyouts on previously closed stores in the Retail segment. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Debt Instruments | Long-term debt consists of the following: July 15, December 31, (In thousands) 2017 2016 Senior secured revolving credit facility, due December 2021 $ 564,069 $ 359,127 Senior secured term loan, due December 2021 54,672 26,954 Capital lease obligations 45,101 48,255 Other, 2.61% - 8.75%, due 2019 - 2020 3,957 5,028 Total debt - Principal 667,799 439,364 Unamortized debt issuance costs (7,541 ) (8,265 ) Total debt 660,258 431,099 Less current portion 19,001 17,424 Total long-term debt $ 641,257 $ 413,675 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Book Value and Estimated Fair Value of Debt Instruments, Excluding Debt Financing Costs | At July 15, 2017 and December 31, 2016, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows: July 15, December 31, (In thousands) 2017 2016 Book value of debt instruments, excluding debt financing costs: Current maturities of long-term debt and capital lease obligations $ 19,001 $ 17,424 Long-term debt and capital lease obligations 648,798 421,940 Total book value of debt instruments 667,799 439,364 Fair value of debt instruments, excluding debt financing costs 669,130 440,759 Excess of fair value over book value $ 1,331 $ 1,395 |
Schedule of Recurring Level 3 Fair Value Measurements of Contingent Consideration Include Unobservable Inputs | The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs as of July 15, 2017: Unobservable Input Range Discount rate 11.80% Probability of payments 0% - 100% Projected fiscal year(s) of payments 2017 - 2019 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Allocation of Stock-Based Compensation Expense in Condensed Consolidated Statements of Earnings | Stock-based compensation expense recognized and included in “Selling, general and administrative expenses” in the condensed consolidated statements of earnings, and related tax benefits were as follows 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands) 2017 2016 2017 2016 Restricted stock $ 1,139 $ 1,043 $ 7,491 $ 6,067 Tax benefits (427 ) (395 ) (2,810 ) (2,300 ) Stock-based compensation expense, net of tax $ 712 $ 648 $ 4,681 $ 3,767 |
Summary of Stock-Based Compensation Activity | The following table summarizes activity in the stock-based compensation plans for the 28 weeks ended July 15, 2017: Weighted Shares Weighted Restricted Average Under Average Stock Grant-Date Options Exercise Price Awards Fair Value Outstanding at December 31, 2016 200,517 $ 19.94 660,143 $ 26.48 Granted — — 292,205 34.82 Exercised/Vested (152,589 ) 21.02 (253,280 ) 25.85 Cancelled/Forfeited — — (75,951 ) 29.03 Outstanding at July 15, 2017 47,928 $ 16.52 623,117 $ 30.34 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the computation of basic and diluted earnings per share from continuing operations: 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands, except per share amounts) 2017 2016 2017 2016 Numerator: Earnings from continuing operations $ 21,060 $ 17,560 $ 36,125 $ 27,520 Adjustment for earnings attributable to participating securities (357 ) (314 ) (640 ) (492 ) Earnings from continuing operations used in calculating earnings per share $ 20,703 $ 17,246 $ 35,485 $ 27,028 Denominator: Weighted average shares outstanding, including participating securities 37,809 37,475 37,742 37,483 Adjustment for participating securities (641 ) (670 ) (669 ) (670 ) Shares used in calculating basic earnings per share 37,168 36,805 37,073 36,813 Effect of dilutive stock options 22 71 45 59 Shares used in calculating diluted earnings per share 37,190 36,876 37,118 36,872 Basic earnings per share from continuing operations $ 0.56 $ 0.47 $ 0.96 $ 0.73 Diluted earnings per share from continuing operations $ 0.56 $ 0.47 $ 0.96 $ 0.73 |
Supplemental Cash Flow Inform30
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information is as follows: 28 Weeks Ended July 15, July 16, (In thousands) 2017 2016 Non-cash financing activities: Capital lease obligations $ 60 $ 3,524 Non-cash investing activities: Capital expenditures included in accounts payable 609 2,133 Capital lease asset additions 60 3,524 Other supplemental cash flow information: Cash paid for interest 12,224 8,648 |
Reporting Segment Information (
Reporting Segment Information (Tables) | 6 Months Ended |
Jul. 15, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Operating Segment | The following tables set forth information about the Company by reporting segment: (In thousands) Food Distribution Military Retail Total 12 Weeks Ended July 15, 2017 Net sales to external customers $ 941,636 $ 471,077 $ 481,996 $ 1,894,709 Inter-segment sales 209,435 — — 209,435 Merger/acquisition and integration 468 — 154 622 Depreciation and amortization 6,073 2,607 9,584 18,264 Operating earnings 23,204 2,509 13,229 38,942 Capital expenditures 8,275 1,603 8,435 18,313 12 Weeks Ended July 16, 2016 Net sales to external customers $ 820,328 $ 505,418 $ 501,816 $ 1,827,562 Inter-segment sales 220,146 — — 220,146 Merger/acquisition and integration 93 — 820 913 Depreciation and amortization 4,827 2,682 10,126 17,635 Operating earnings 19,227 2,497 10,896 32,620 Capital expenditures 4,673 712 17,861 23,246 28 Weeks Ended July 15, 2017 Net sales to external customers $ 2,104,586 $ 1,114,390 $ 1,078,237 $ 4,297,213 Inter-segment sales 476,763 — — 476,763 Merger/acquisition and integration 4,315 — 323 4,638 Depreciation and amortization 15,016 6,046 22,624 43,686 Operating earnings 48,518 3,399 16,669 68,586 Capital expenditures 14,029 4,054 19,706 37,789 28 Weeks Ended July 16, 2016 Net sales to external customers $ 1,811,465 $ 1,179,941 $ 1,114,926 $ 4,106,332 Inter-segment sales 497,149 — — 497,149 Merger/acquisition and integration 561 1 1,248 1,810 Depreciation and amortization 11,297 6,157 23,550 41,004 Operating earnings 45,083 5,930 3,267 54,280 Capital expenditures 10,195 3,047 28,094 41,336 (In thousands) July 15, 2017 December 31, 2016 Total Assets Food Distribution $ 1,071,156 $ 776,725 Military 408,054 395,737 Retail 716,077 754,625 Discontinued operations 3,248 3,249 Total $ 2,198,535 $ 1,930,336 |
Summary of Sales by Type of Similar Products and Services | The following table presents sales by type of similar products and services: 12 Weeks Ended 28 Weeks Ended July 15, July 16, July 15, July 16, (In thousands, except percentages) 2017 2016 2017 2016 Center store (a) $ 1,130,910 59.7 % $ 1,134,822 62.1 % $ 2,597,127 60.4 % $ 2,587,398 63.0 % Fresh (b) 653,735 34.5 582,697 31.9 1,443,840 33.6 1,277,147 31.1 Pharmacy 80,355 4.2 80,895 4.4 190,715 4.5 185,485 4.5 Fuel 29,709 1.6 29,148 1.6 65,531 1.5 56,302 1.4 Consolidated net sales $ 1,894,709 100.0 % $ 1,827,562 100.0 % $ 4,297,213 100.0 % $ 4,106,332 100.0 % (a) Consists primarily of general merchandise, grocery, beverages, snacks, tobacco products and frozen foods. (b) Consists primarily of produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral. |
Recently Issued Accounting St32
Recently Issued Accounting Standards - Additional Information (Detail) - Accounting Standards Update 2016-09 [Member] - USD ($) $ in Millions | 6 Months Ended | |
Jul. 15, 2017 | Jul. 16, 2016 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Recognition of tax benefits in provision for income taxes | $ 1.3 | |
Increase in net cash provided by operating activities | $ (2.5) | |
Increase in net cash used in financing activities | $ 2.5 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | Jan. 06, 2017USD ($)ft²State | Jul. 15, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||
Payments to acquire certain assets and assume liabilities in cash | $ 214,595,000 | ||
Goodwill | 366,636,000 | $ 322,686,000 | |
Food Distribution Segment [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 45,200,000 | ||
Caito Foods Service and Blue Ribbon Transport [Member] | |||
Business Acquisition [Line Items] | |||
Payments to acquire certain assets and assume liabilities in cash | 214,600,000 | ||
Business combination, cash acquired | 2,500,000 | ||
Business combination, property and equipment acquired | 77,500,000 | ||
Business combination, Intangible assets acquired | $ 72,900,000 | ||
Amortization of intangible assets, period | 15 years | ||
Earn-out opportunities potential to pay sellers | $ 27,400,000 | 3,400,000 | |
Business combination, contingent consideration liability maximum reimbursement initial purchase price | $ 15,000,000 | ||
Total acquisition related costs incurred | 4,900,000 | ||
Acquisition related costs incurred and recorded in merger/acquisition and integration expense during period | $ 2,700,000 | ||
Caito Foods Service [Member] | |||
Business Acquisition [Line Items] | |||
Service distributors across number of states | State | 22 | ||
Area of new Fresh Kitchen facility | ft² | 118,000 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jul. 15, 2017USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2016 | $ 322,686 |
Acquisitions (Note 3) | 45,181 |
Disposals | (1,231) |
Balance at July 15, 2017 | 366,636 |
Food Distribution [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2016 | 132,367 |
Acquisitions (Note 3) | 45,181 |
Balance at July 15, 2017 | 177,548 |
Retail [Member] | |
Goodwill [Line Items] | |
Balance at December 31, 2016 | 190,319 |
Disposals | (1,231) |
Balance at July 15, 2017 | $ 189,088 |
Goodwill - Summary of Changes35
Goodwill - Summary of Changes in Carrying Amount of Goodwill (Parenthetical) (Detail) $ in Millions | Jul. 15, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Accumulated impairment charges | $ 86.6 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | Oct. 08, 2016 | Jul. 15, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | |||
Goodwill | $ 366,636,000 | $ 322,686,000 | |
Retail [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 190,500,000 | $ 189,088,000 | $ 190,319,000 |
Percentage of fair value exceeds carrying value of retail reporting unit | 13.10% | ||
Goodwill impairment charge | $ 0 | ||
Future discounted cash flow rate | 2.50% | ||
Incremental basis points in discounted cash flow rate | 0.75% |
Restructuring Charges and Ass37
Restructuring Charges and Asset Impairment - Schedule of Activity of Reserves for Closed Properties (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||||
Beginning balance | $ 21,932 | |||
Provision for severance | $ 10 | 545 | $ 895 | |
Lease termination adjustment | (1,910) | |||
Accretion expense | 302 | |||
Payments | (4,060) | |||
Ending balance | 17,214 | 17,214 | ||
Business Restructuring Reserves [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Provision for closing charges | $ 718 | 405 | $ 13,171 | |
Lease and Ancillary Costs [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Beginning balance | 21,932 | |||
Lease termination adjustment | (1,910) | |||
Accretion expense | 302 | |||
Payments | (3,681) | |||
Ending balance | 17,048 | 17,048 | ||
Lease and Ancillary Costs [Member] | Business Restructuring Reserves [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Provision for closing charges | 405 | |||
Severance [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Provision for severance | 545 | |||
Payments | (379) | |||
Ending balance | $ 166 | $ 166 |
Restructuring Charges and Ass38
Restructuring Charges and Asset Impairment - Schedule of Restructuring Charges and Asset Impairment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||||
Asset impairment charges | $ 3,483 | $ 521 | $ 3,483 | |
Loss (gain) on sales of assets related to closed facilities | $ 850 | (101) | 673 | 266 |
Provision for severance | 10 | 545 | 895 | |
Other costs associated with distribution center and store closings | 477 | 1,334 | 774 | 3,103 |
Changes in estimates | 314 | 434 | ||
Lease termination adjustment | (1,351) | (1,910) | (300) | |
Restructuring and asset impairment | $ (14) | 5,748 | 1,008 | 21,052 |
Business Restructuring Reserves [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Provision for closing charges | $ 718 | $ 405 | $ 13,171 |
Long-Term Debt - Summary of Deb
Long-Term Debt - Summary of Debt Instruments (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Senior secured revolving credit facility, due December 2021 | $ 564,069 | $ 359,127 |
Senior secured term loan, due December 2021 | 54,672 | 26,954 |
Capital lease obligations | 45,101 | 48,255 |
Other, 2.61% - 8.75%, due 2019 - 2020 | 3,957 | 5,028 |
Total debt - Principal | 667,799 | 439,364 |
Unamortized debt issuance costs | (7,541) | (8,265) |
Total debt | 660,258 | 431,099 |
Less current portion | 19,001 | 17,424 |
Total long-term debt | $ 641,257 | $ 413,675 |
Long-Term Debt - Summary of D40
Long-Term Debt - Summary of Debt Instruments (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended |
Jul. 15, 2017 | Dec. 31, 2016 | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Notes maturity date | Dec. 20, 2021 | Dec. 20, 2021 |
Long-term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Other debt, due date, start | 2,019 | 2,019 |
Other debt, due date, end | 2,020 | 2,020 |
Long-term Debt [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate Range | 2.61% | 2.61% |
Long-term Debt [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate Range | 8.75% | 8.75% |
Senior Secured Revolving Credit Facility | Revolving credit agreement [Member] | ||
Debt Instrument [Line Items] | ||
Notes maturity date | Dec. 20, 2021 | Dec. 20, 2021 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Book Value and Estimated Fair Value of Debt Instruments, Excluding Debt Financing Costs (Detail) - USD ($) $ in Thousands | Jul. 15, 2017 | Dec. 31, 2016 |
Book value of debt instruments, excluding debt financing costs: | ||
Current maturities of long-term debt and capital lease obligations | $ 19,001 | $ 17,424 |
Long-term debt and capital lease obligations | 648,798 | 421,940 |
Total debt - Principal | 667,799 | 439,364 |
Fair value of debt instruments, excluding debt financing costs | 669,130 | 440,759 |
Excess of fair value over book value | $ 1,331 | $ 1,395 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | Jan. 06, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment charges | $ 3,483 | $ 521 | $ 3,483 | |
Caito Foods Service and Blue Ribbon Transport [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of contingent consideration, receivable | 18,400 | |||
Fair value of contingent consideration, payable | 3,400 | $ 27,400 | ||
Caito Foods Service and Blue Ribbon Transport [Member] | Other Assets, Net [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of contingent consideration, net receivable | 15,000 | |||
Fair Value Measurements Nonrecurring [Member] | Significant unobservable inputs (Level 3) [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets | 900 | |||
Long-lived assets measured fair value on nonrecurring basis | 400 | |||
Impairment charges | $ 500 |
Fair Value Measurements - Sch43
Fair Value Measurements - Schedule of Recurring Level 3 Fair Value Measurements of Contingent Consideration Include Unobservable Inputs (Detail) - Fair Value Measurements Recurring [Member] - Significant unobservable inputs (Level 3) [Member] | 6 Months Ended |
Jul. 15, 2017 | |
Fair Value Inputs Assets Quantitative Information [Line Items] | |
Discount rate | 11.80% |
Minimum [Member] | |
Fair Value Inputs Assets Quantitative Information [Line Items] | |
Probability of payments | 0.00% |
Projected fiscal year(s) of payments | 2,017 |
Maximum [Member] | |
Fair Value Inputs Assets Quantitative Information [Line Items] | |
Probability of payments | 100.00% |
Projected fiscal year(s) of payments | 2,019 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 6 Months Ended |
Jul. 15, 2017USD ($)Retailer | |
Loss Contingencies [Line Items] | |
Number of independent retailer for unearned advanced amount | Retailer | 1 |
Percent of unearned advanced amount to total assets | 2.00% |
Outstanding receivable from customer | $ 8,100,000 |
Outstanding receivable from customer, past due | $ 4,800,000 |
Red zone fund status | Less than 65 percent |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Estimated loss contingency | $ 0 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Estimated loss contingency | $ 25,000,000 |
Status or red zone plans | 65.00% |
Associate Retirement Plans - Ad
Associate Retirement Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jul. 15, 2017 | Jul. 15, 2017 | Jul. 16, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension contributions during last plan year | $ 7,800,000 | $ 7,500,000 | |
SpartanNash Company Pension Plan [Member] | Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit (income) expense | $ (200,000) | (300,000) | |
Standard pension funding carryover | 0 | ||
Expected Company contribution for remainder of fiscal year | 0 | 0 | |
SpartanNash Medical Plan [Member] | Postretirement Health Coverage [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit (income) expense | $ 100,000 | $ 200,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Effective income tax rate | 36.80% | 38.00% | 35.20% | 37.90% |
Accounting Standards Update 2016-09 [Member] | ||||
Income Tax Expense Benefit Continuing Operations [Line Items] | ||||
Recognition of tax benefits related to stock based compensation included in provision for income taxes | $ 1.3 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Allocation of Stock-Based Compensation Expense in Condensed Consolidated Statements of Earnings (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Employee Service Share Based Compensation Aggregate Disclosures [Abstract] | ||||
Restricted stock | $ 1,139 | $ 1,043 | $ 7,491 | $ 6,067 |
Tax benefits | (427) | (395) | (2,810) | (2,300) |
Stock-based compensation expense, net of tax | $ 712 | $ 648 | $ 4,681 | $ 3,767 |
Stock-Based Compensation - Su48
Stock-Based Compensation - Summary of Stock-Based Compensation Activity (Detail) | 6 Months Ended |
Jul. 15, 2017$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares Under Options, Outstanding, Beginning balance | shares | 200,517 |
Shares Under Options, Exercised/Vested | shares | (152,589) |
Shares Under Options, Outstanding, Ending balance | shares | 47,928 |
Weighted Average Exercise Price, Option outstanding, Beginning balance | $ / shares | $ 19.94 |
Weighted Average Exercise Price, Exercised/Vested | $ / shares | 21.02 |
Weighted Average Exercise Price, Options outstanding, Ending balance | $ / shares | $ 16.52 |
Restricted Stock Awards, Outstanding, Beginning balance | shares | 660,143 |
Restricted Stock Awards, Granted | shares | 292,205 |
Restricted Stock Awards, Exercised/Vested | shares | (253,280) |
Restricted Stock Awards, Cancelled/Forfeited | shares | (75,951) |
Restricted Stock Awards, Outstanding, Ending balance | shares | 623,117 |
Weighted Average Grant-Date Fair Value, Beginning balance | $ / shares | $ 26.48 |
Weighted Average Grant-Date Fair Value, Granted | $ / shares | 34.82 |
Weighted Average Grant-Date Fair Value, Exercised/Vested | $ / shares | 25.85 |
Weighted Average Grant-Date Fair Value, Cancelled/Forfeited | $ / shares | 29.03 |
Weighted Average Grant-Date Fair Value, Ending balance | $ / shares | $ 30.34 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - Restricted Stock Awards [Member] $ in Millions | 6 Months Ended |
Jul. 15, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 6.3 |
Unrecognized compensation cost, weighted average period of recognition | 2 years 3 months 18 days |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share from Continuing Operations (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Numerator: | ||||
Earnings from continuing operations | $ 21,060 | $ 17,560 | $ 36,125 | $ 27,520 |
Adjustment for earnings attributable to participating securities | (357) | (314) | (640) | (492) |
Earnings from continuing operations used in calculating earnings per share | $ 20,703 | $ 17,246 | $ 35,485 | $ 27,028 |
Denominator: | ||||
Weighted average shares outstanding, including participating securities | 37,809 | 37,475 | 37,742 | 37,483 |
Adjustment for participating securities | (641) | (670) | (669) | (670) |
Shares used in calculating basic earnings per share | 37,168 | 36,805 | 37,073 | 36,813 |
Effect of dilutive stock options | 22 | 71 | 45 | 59 |
Shares used in calculating diluted earnings per share | 37,190 | 36,876 | 37,118 | 36,872 |
Basic earnings per share from continuing operations | $ 0.56 | $ 0.47 | $ 0.96 | $ 0.73 |
Diluted earnings per share from continuing operations | $ 0.56 | $ 0.47 | $ 0.96 | $ 0.73 |
Supplemental Cash Flow Inform51
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 15, 2017 | Jul. 16, 2016 | |
Non-cash financing activities: | ||
Capital lease obligations | $ 60 | $ 3,524 |
Non-cash investing activities: | ||
Capital expenditures included in accounts payable | 609 | 2,133 |
Capital lease asset additions | 60 | 3,524 |
Other supplemental cash flow information: | ||
Cash paid for interest | $ 12,224 | $ 8,648 |
Reporting Segment Information -
Reporting Segment Information - Schedule of Segment Reporting Information, by Operating Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 1,894,709 | $ 1,827,562 | $ 4,297,213 | $ 4,106,332 | |
Merger/acquisition and integration | 622 | 913 | 4,638 | 1,810 | |
Depreciation and amortization | 18,264 | 17,635 | 43,686 | 41,004 | |
Operating earnings | 38,942 | 32,620 | 68,586 | 54,280 | |
Capital expenditures | 18,313 | 23,246 | 37,789 | 41,336 | |
Total Assets | 2,198,535 | 2,198,535 | $ 1,930,336 | ||
Discontinued Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total Assets | 3,248 | 3,248 | 3,249 | ||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,894,709 | 1,827,562 | 4,297,213 | 4,106,332 | |
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (209,435) | (220,146) | (476,763) | (497,149) | |
Food Distribution [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Merger/acquisition and integration | 468 | 93 | 4,315 | 561 | |
Depreciation and amortization | 6,073 | 4,827 | 15,016 | 11,297 | |
Operating earnings | 23,204 | 19,227 | 48,518 | 45,083 | |
Capital expenditures | 8,275 | 4,673 | 14,029 | 10,195 | |
Total Assets | 1,071,156 | 1,071,156 | 776,725 | ||
Food Distribution [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 941,636 | 820,328 | 2,104,586 | 1,811,465 | |
Food Distribution [Member] | Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (209,435) | (220,146) | (476,763) | (497,149) | |
Military [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Merger/acquisition and integration | 1 | ||||
Depreciation and amortization | 2,607 | 2,682 | 6,046 | 6,157 | |
Operating earnings | 2,509 | 2,497 | 3,399 | 5,930 | |
Capital expenditures | 1,603 | 712 | 4,054 | 3,047 | |
Total Assets | 408,054 | 408,054 | 395,737 | ||
Military [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 471,077 | 505,418 | 1,114,390 | 1,179,941 | |
Retail [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Merger/acquisition and integration | 154 | 820 | 323 | 1,248 | |
Depreciation and amortization | 9,584 | 10,126 | 22,624 | 23,550 | |
Operating earnings | 13,229 | 10,896 | 16,669 | 3,267 | |
Capital expenditures | 8,435 | 17,861 | 19,706 | 28,094 | |
Total Assets | 716,077 | 716,077 | $ 754,625 | ||
Retail [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 481,996 | $ 501,816 | $ 1,078,237 | $ 1,114,926 |
Reporting Segment Information53
Reporting Segment Information - Summary of Sales by Type of Similar Products and Services (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 15, 2017 | Jul. 16, 2016 | Jul. 15, 2017 | Jul. 16, 2016 | |
Revenue from External Customer [Line Items] | ||||
Consolidated net sales | $ 1,894,709 | $ 1,827,562 | $ 4,297,213 | $ 4,106,332 |
Sales Revenue [Member] | Product Concentration Risk [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales, Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Fuel [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales | $ 29,709 | $ 29,148 | $ 65,531 | $ 56,302 |
Fuel [Member] | Sales Revenue [Member] | Product Concentration Risk [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales, Percentage | 1.60% | 1.60% | 1.50% | 1.40% |
Center Store [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales | $ 1,130,910 | $ 1,134,822 | $ 2,597,127 | $ 2,587,398 |
Center Store [Member] | Sales Revenue [Member] | Product Concentration Risk [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales, Percentage | 59.70% | 62.10% | 60.40% | 63.00% |
Fresh [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales | $ 653,735 | $ 582,697 | $ 1,443,840 | $ 1,277,147 |
Fresh [Member] | Sales Revenue [Member] | Product Concentration Risk [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales, Percentage | 34.50% | 31.90% | 33.60% | 31.10% |
Pharmacy [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales | $ 80,355 | $ 80,895 | $ 190,715 | $ 185,485 |
Pharmacy [Member] | Sales Revenue [Member] | Product Concentration Risk [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Consolidated net sales, Percentage | 4.20% | 4.40% | 4.50% | 4.50% |