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SPTN SpartanNash

Filed: 19 Aug 21, 4:16pm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 17, 2021.

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission File Number: 000-31127

 

SPARTANNASH COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

 Michigan

 

38-0593940

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

850 76th Street, S.W.

P.O. Box 8700

Grand Rapids, Michigan

 

49518

(Address of Principal Executive Offices)

 

(Zip Code)

(616) 878-2000

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, no par value

 

SPTN

 

NASDAQ Global Select Market

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.

Large accelerated filer

 

 

Accelerated filer

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

 

 

 

 

 

 

 

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 17, 2021, the registrant had 35,938,249 outstanding shares of common stock, no par value.

 

 


 

FORWARD-LOOKING STATEMENTS

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 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 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 January 2, 2021 and in 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.


2


TABLE OF CONTENTS

 

 

3


 

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, Unaudited)

 

July 17,

 

 

January 2,

 

 

2021

 

 

2021

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

 

24,136

 

 

$

 

19,903

 

Accounts and notes receivable, net

 

 

370,669

 

 

 

 

357,564

 

Inventories, net

 

 

538,494

 

 

 

 

541,785

 

Prepaid expenses and other current assets

 

 

59,621

 

 

 

 

72,229

 

Property and equipment held for sale

 

 

 

 

 

 

23,259

 

Total current assets

 

 

992,920

 

 

 

 

1,014,740

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

567,043

 

 

 

 

577,059

 

Goodwill

 

 

181,035

 

 

 

 

181,035

 

Intangible assets, net

 

 

113,335

 

 

 

 

116,142

 

Operating lease assets

 

 

264,231

 

 

 

 

289,173

 

Other assets, net

 

 

90,583

 

 

 

 

99,242

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

 

2,209,147

 

 

$

 

2,277,391

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Accounts payable

$

 

441,888

 

 

$

 

464,784

 

Accrued payroll and benefits

 

 

90,398

 

 

 

 

113,789

 

Other accrued expenses

 

 

65,822

 

 

 

 

60,060

 

Current portion of operating lease liabilities

 

 

44,720

 

 

 

 

45,786

 

Current portion of long-term debt and finance lease liabilities

 

 

5,719

 

 

 

 

5,135

 

Total current liabilities

 

 

648,547

 

 

 

 

689,554

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

54,442

 

 

 

 

45,728

 

Operating lease liabilities

 

 

254,114

 

 

 

 

278,859

 

Other long-term liabilities

 

 

50,294

 

 

 

 

46,892

 

Long-term debt and finance lease liabilities

 

 

445,574

 

 

 

 

481,309

 

Total long-term liabilities

 

 

804,424

 

 

 

 

852,788

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

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

 

 

(2,175

)

 

 

 

(2,276

)

Retained earnings

 

 

267,481

 

 

 

 

245,506

 

Total shareholders’ equity

 

 

756,176

 

 

 

 

735,049

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

$

 

2,209,147

 

 

$

 

2,277,391

 

See accompanying notes to condensed consolidated financial statements.

4


 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

5


 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, Unaudited)

 

12 Weeks Ended

 

 

28 Weeks Ended

 

 

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Net earnings

$

 

16,814

 

 

$

 

28,467

 

 

$

 

36,330

 

 

$

 

43,869

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, before tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Postretirement liability adjustment

 

 

57

 

 

 

 

27

 

 

 

 

133

 

 

 

 

133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense related to items of other comprehensive income

 

 

(13

)

 

 

 

(7

)

 

 

 

(32

)

 

 

 

(33

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income, after tax

 

 

44

 

 

 

 

20

 

 

 

 

101

 

 

 

 

100

 

Comprehensive income

$

 

16,858

 

 

$

 

28,487

 

 

$

 

36,431

 

 

$

 

43,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

6


 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, Unaudited)

 

 

 

 

 

 

 

 

 

 

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 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

7


 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited)

 

28 Weeks Ended

 

 

July 17, 2021

 

 

July 11, 2020

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net earnings

$

 

36,330

 

 

$

 

43,869

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Non-cash restructuring, asset impairment, and other charges

 

 

3,363

 

 

 

 

12,323

 

Depreciation and amortization

 

 

49,497

 

 

 

 

48,126

 

Non-cash rent

 

 

(1,756

)

 

 

 

(3,618

)

LIFO expense

 

 

4,557

 

 

 

 

2,771

 

Postretirement benefits expense

 

 

863

 

 

 

 

52

 

Deferred income taxes

 

 

8,714

 

 

 

 

(2,100

)

Stock-based compensation expense

 

 

5,057

 

 

 

 

4,246

 

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

 

 

(12,622

)

 

 

 

(30,576

)

Inventories

 

 

(1,537

)

 

 

 

(18,218

)

Prepaid expenses and other assets

 

 

(9,354

)

 

 

 

(7,207

)

Accounts payable

 

 

(10,305

)

 

 

 

104,957

 

Accrued payroll and benefits

 

 

(22,781

)

 

 

 

31,633

 

Current income taxes

 

 

15,123

 

 

 

 

3,140

 

Other accrued expenses and other liabilities

 

 

7,112

 

 

 

 

4,728

 

Net cash provided by operating activities

 

 

73,582

 

 

 

 

198,248

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(39,838

)

 

 

 

(30,609

)

Net proceeds from the sale of assets

 

 

28,406

 

 

 

 

8,002

 

Loans to customers

 

 

(180

)

 

 

 

(822

)

Payments from customers on loans

 

 

1,590

 

 

 

 

1,592

 

Other investing activities

 

 

(16

)

 

 

 

(7

)

Net cash used in investing activities

 

 

(10,038

)

 

 

 

(21,844

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

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

 

 

(3,232

)

 

 

 

(3,774

)

Share repurchases

 

 

(5,325

)

 

 

 

(10,000

)

Net payments related to stock-based award activities

 

 

(2,254

)

 

 

 

(1,389

)

Dividends paid

 

 

(14,274

)

 

 

 

(20,771

)

Other financing activities

 

 

151

 

 

 

 

(182

)

Net cash used in financing activities

 

 

(59,311

)

 

 

 

(165,931

)

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

4,233

 

 

 

 

10,473

 

Cash and cash equivalents at beginning of period

 

 

19,903

 

 

 

 

24,172

 

Cash and cash equivalents at end of period

$

 

24,136

 

 

$

 

34,645

 

See accompanying notes to condensed consolidated financial statements.

 

 


8


 

SPARTANNASH COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

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 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 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. 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 2021 and 2020 include the results of operations of the Company for the 12- and 28-week periods ended July 17, 2021 and July 11, 2020, 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 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.

9


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.

Note 3 Revenue

Disaggregation of Revenue

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 17, 2021

 

 

28 Weeks Ended July 17, 2021

 

(In thousands)

Food Distribution

 

 

Retail

 

 

Military

 

 

Total

 

 

Food Distribution

 

 

Retail

 

 

Military

 

 

Total

 

Type of products:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Center store (a)

$

 

339,057

 

 

$

 

238,504

 

 

$

 

205,075

 

 

$

 

782,636

 

 

$

 

790,834

 

 

$

 

527,222

 

 

$

 

487,137

 

 

$

 

1,805,193

 

Fresh (b)

 

 

362,922

 

 

 

 

242,209

 

 

 

 

129,772

 

 

 

 

734,903

 

 

 

 

810,130

 

 

 

 

525,244

 

 

 

 

299,464

 

 

 

 

1,634,838

 

Non-food (c)

 

 

328,361

 

 

 

 

99,601

 

 

 

 

92,811

 

 

 

 

520,773

 

 

 

 

731,056

 

 

 

 

227,737

 

 

 

 

221,868

 

 

 

 

1,180,661

 

Fuel

 

 

 

 

 

 

39,155

 

 

 

 

 

 

 

 

39,155

 

 

 

 

 

 

 

 

78,336

 

 

 

 

 

 

 

 

78,336

 

Other

 

 

26,186

 

 

 

 

508

 

 

 

 

2,399

 

 

 

 

29,093

 

 

 

 

58,588

 

 

 

 

882

 

 

 

 

5,861

 

 

 

 

65,331

 

Total

$

 

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

$

 

 

 

$

 

619,573

 

 

$

 

 

 

$

 

619,573

 

 

$

 

 

 

$

 

1,358,866

 

 

$

 

 

 

$

 

1,358,866

 

Manufacturers, brokers and distributors

 

 

16,201

 

 

 

 

 

 

 

 

400,971

 

 

 

 

417,172

 

 

 

 

34,413

 

 

 

 

 

 

 

 

945,355

 

 

 

 

979,768

 

Retailers

 

 

1,030,446

 

 

 

 

 

 

 

 

26,687

 

 

 

 

1,057,133

 

 

 

 

2,331,406

 

 

 

 

 

 

 

 

63,114

 

 

 

 

2,394,520

 

Other

 

 

9,879

 

 

 

 

404

 

 

 

 

2,399

 

 

 

 

12,682

 

 

 

 

24,789

 

 

 

 

555

 

 

 

 

5,861

 

 

 

 

31,205

 

Total

$

 

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 11, 2020

 

 

28 Weeks Ended July 11, 2020

 

(In thousands)

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

 

Fresh (b)

 

 

382,255

 

 

 

 

250,127

 

 

 

 

138,451

 

 

 

 

770,833

 

 

 

 

849,918

 

 

 

 

545,130

 

 

 

 

334,118

 

 

 

 

1,729,166

 

Non-food (c)

 

 

331,094

 

 

 

 

95,451

 

 

 

 

97,248

 

 

 

 

523,793

 

 

 

 

755,406

 

 

 

 

221,296

 

 

 

 

263,569

 

 

 

 

1,240,271

 

Fuel

 

 

 

 

 

 

21,640

 

 

 

 

 

 

 

 

21,640

 

 

 

 

 

 

 

 

54,640

 

 

 

 

 

 

 

 

54,640

 

Other

 

 

17,487

 

 

 

 

362

 

 

 

 

3,821

 

 

 

 

21,670

 

 

 

 

43,686

 

 

 

 

755

 

 

 

 

5,930

 

 

 

 

50,371

 

Total

$

 

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

$

 

 

 

$

 

631,040

 

 

$

 

 

 

$

 

631,040

 

 

$

 

 

 

$

 

1,413,373

 

 

$

 

 

 

$

 

1,413,373

 

Manufacturers, brokers and distributors

 

 

12,654

 

 

 

 

 

 

 

 

429,257

 

 

 

 

441,911

 

 

 

 

51,177

 

 

 

 

 

 

 

 

1,088,197

 

 

 

 

1,139,374

 

Retailers

 

 

1,062,021

 

 

 

 

 

 

 

 

29,905

 

 

 

 

1,091,926

 

 

 

 

2,371,443

 

 

 

 

 

 

 

 

73,249

 

 

 

 

2,444,692

 

Other

 

 

15,186

 

 

 

 

217

 

 

 

 

3,821

 

 

 

 

19,224

 

 

 

 

36,737

 

 

 

 

451

 

 

 

 

5,930

 

 

 

 

43,118

 

Total

$

 

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.

 

(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.

 

 

 

 

 

 

Contract Assets and Liabilities

Under its contracts with customers, the Company stands ready to deliver product upon receipt of a purchase 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 estimated rebates and incentives impacting the transaction price) was not 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. 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 Other assets, net within the condensed consolidated balance sheets.

10


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 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 to not adjust for the effects of a significant financing component. As 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.

Allowance for Doubtful Accounts

Changes to the balance of the allowance for doubtful accounts were as follows:

 

 

 

 

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

 

 

 

 

 

 

Allowance for Doubtful Accounts

 

 

 

 

 

Current Accounts

 

 

Long-term

 

 

 

 

(In thousands)

 

 

 

and Notes Receivable

 

 

Notes Receivable

 

 

Total

 

Balance at December 28, 2019

 

 

 

$

 

2,739

 

 

$

 

233

 

 

$

 

2,972

 

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

 

 

 

 

 

1,911

 

 

 

 

259

 

 

 

 

2,170

 

Provision for expected credit losses

 

 

 

 

 

419

 

 

 

 

 

 

 

 

419

 

Write-offs charged against the allowance

 

 

 

 

 

(206

)

 

 

 

(121

)

 

 

 

(327

)

Balance at July 11, 2020

 

 

 

$

 

4,863

 

 

$

 

371

 

 

$

 

5,234

 

 

Note 4 – Goodwill and Other Intangible Assets

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 17, 2021 and 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 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.

11


Note 5 – Restructuring and Asset Impairment

The following table provides the activity of reserves for closed properties for the 28-week period ended July 17, 2021. Included in the liability are lease-related ancillary costs from the date of closure to the end of the remaining lease 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

 

 

 

 

 

Lease

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ancillary

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

 

 

Costs

 

 

Severance

 

 

Total

 

Balance at January 2, 2021

 

 

 

$

 

3,349

 

 

$

 

114

 

 

$

 

3,463

 

Provision for closing charges

 

 

 

 

 

1,410

 

 

 

 

 

 

 

 

1,410

 

Provision for severance

 

 

 

 

 

 

 

 

 

124

 

 

 

 

124

 

Changes in estimates

 

 

 

 

 

(59

)

 

 

 

 

 

 

 

(59

)

Accretion expense

 

 

 

 

 

54

 

 

 

 

 

 

 

 

54

 

Payments

 

 

 

 

 

(395

)

 

 

 

(238

)

 

 

 

(633

)

Balance at July 17, 2021

 

 

 

$

 

4,359

 

 

$

 

 

 

$

 

4,359

 

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

 

12 Weeks Ended

 

 

28 Weeks Ended

 

 

July 17,

 

July 11,

 

 

July 17,

 

 

July 11,

 

(In thousands)

2021

 

2020

 

 

2021

 

 

2020

 

Asset impairment charges (a)

$

 

2,820

 

$

 

2,911

 

 

$

 

3,576

 

 

$

 

9,643

 

Provision for closing charges

 

 

827

 

 

 

 

 

 

 

1,410

 

 

 

 

325

 

(Gain) loss on sales of assets related to closed facilities (b)

 

 

(326

)

 

 

59

 

 

 

 

(2,185

)

 

 

 

(31

)

Provision for severance (c)

 

 

40

 

 

 

8

 

 

 

 

124

 

 

 

 

2,205

 

Other (income) costs associated with site closures (d)

 

 

(24

)

 

 

642

 

 

 

 

310

 

 

 

 

1,648

 

Changes in estimates

 

 

 

 

 

55

 

 

 

 

(59

)

 

 

 

122

 

   Total

$

 

3,337

 

$

 

3,675

 

 

$

 

3,176

 

 

$

 

13,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Asset impairment charges in the current year were incurred primarily in the 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, partially offset by recoveries of $0.3 million related to the re-opening of a previously impaired distribution center.

(b) Gains on sales of assets in the current year primarily relate to sales of pharmacy customer lists associated with store closings in the Retail segment.

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

(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 related to the Fresh Cut business and Retail store closings.

Long-lived assets which are not recoverable are measured at fair value on a nonrecurring basis using Level 3 inputs under 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, 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. The 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. Assets classified as held for sale in the condensed consolidated balance sheet are valued at the expected net proceeds. The Fresh Kitchen facility, which was classified as held for sale as of January 2, 2021, was sold in the first quarter of 2021 for proceeds of $20.5 million.

12


Note 6 – Fair Value Measurements

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 Notes 4 and 5 for discussion of the fair value measurements related to long- or indefinite-lived asset impairment charges. At July 17, 2021 and January 2, 2021 the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

 

July 17,

 

 

January 2,

 

(In thousands)

2021

 

 

2021

 

Book value of debt instruments, excluding debt financing costs:

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt and finance lease liabilities

$

 

5,719

 

 

$

 

5,135

 

Long-term debt and finance lease liabilities

 

 

448,907

 

 

 

 

485,381

 

Total book value of debt instruments

 

 

454,626

 

 

 

 

490,516

 

Fair value of debt instruments, excluding debt financing costs

 

 

460,498

 

 

 

 

497,941

 

Excess of fair value over book value

$

 

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).

Note 7 – 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. 

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. Based on the most recent information available to the Company, management believes that the present value of actuarial accrued liabilities in 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 the Plan, it is difficult to accurately determine the amount of the underfunding. Management is not aware of any significant change in funding levels since January 2, 2021. Any adjustment for withdrawal liability 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.

Note 8 – Associate Retirement Plans

During the 12- and 28- week periods ended July 17, 2021, the Company recognized net periodic postretirement benefit costs of $0.1 million and $0.3 million, respectively, related to the SpartanNash Retiree Medical Plan (“Retiree Medical Plan”). During the 12- and 28- week periods ended July 11, 2020, the Company 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 related to a refund from the annuity provider associated with the final reconciliation of participant data of the terminated SpartanNash Company Pension Plan. Substantially all of these amounts are included in “Other, net” in the condensed consolidated statements of earnings.

The Company expects to make total contributions of approximately $0.5 million in 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.

13


Multi-Employer Plans

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 were $3.4 million and $3.5 million, respectively. The Company’s contributions during the 28-week periods ended July 17, 2021 and July 11, 2020 were $8.0 million and $8.1 million, respectively. See Note 7 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

Note 9 – Income Taxes

The effective income tax rate was 25.8% and 6.3% for the 12 weeks ended July 17, 2021 and July 11, 2020, respectively. The effective income tax rate was 25.1% and 4.3% for the 28 weeks ended July 17, 2021 and July 11, 2020, respectively. The 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.

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 the CARES Act, the Company recorded net discrete income tax benefits of $9.3 million in 2020, of which $5.2 million was recognized in the second quarter, 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%. In the first quarter of 2021, the Company received tax refunds totaling $25.7 million related to the amended prior year returns. 

Note 10 – Share-Based Payments

Share-Based Employee Awards

The Company sponsors shareholder-approved stock incentive plans that provide for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance shares, performance share units, dividend equivalent rights, and other stock-based and stock-related awards to directors, officers and other key associates.

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

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Restricted stock expense

$

 

872

 

 

$

 

1,904

 

 

$

 

5,057

 

 

$

 

4,246

 

Income tax benefit

 

 

(223

)

 

 

 

(480

)

 

 

 

(1,230

)

 

 

 

(259

)

Restricted stock expense, net of tax

$

 

649

 

 

$

 

1,424

 

 

$

 

3,827

 

 

$

 

3,987

 

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

 

 

 

 

 

 

Weighted

 

 

 

Restricted

 

 

Average

 

 

 

Stock

 

 

Grant-Date

 

 

 

Awards

 

 

Fair Value

 

Outstanding at January 2, 2021

 

 

973,948

 

 

$

 

17.72

 

Granted

 

 

549,780

 

 

 

 

18.90

 

Vested

 

 

(388,403

)

 

 

 

19.81

 

Cancelled/Forfeited

 

 

(98,441

)

 

 

 

18.44

 

Outstanding at July 17, 2021

 

 

1,036,884

 

 

$

 

17.49

 

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

14


Stock Warrant

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:

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Warrant expense

$

 

430

 

 

$

 

 

 

$

 

1,075

 

 

$

 

 

Income tax benefit

 

 

(37

)

 

 

 

 

 

 

 

(95

)

 

 

 

 

Warrant expense, net of tax

$

 

393

 

 

$

 

 

 

$

 

980

 

 

$

 

 

 

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

 

 

 

 

 

 

 

 

Warrant

 

Outstanding and nonvested at January 2, 2021

 

 

 

 

 

 

 

 

4,349,817

 

Vested

 

 

 

 

 

 

 

 

217,492

 

Outstanding and nonvested at July 17, 2021

 

 

 

 

 

 

 

 

4,132,325

 

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.

Note 11 – Earnings Per Share

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 both the restricted stock awards and warrants are presented below, as applicable. The following table sets forth the computation of basic and diluted net earnings per share:

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands, except per share amounts)

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

35,693

 

 

 

 

35,706

 

 

 

 

35,734

 

 

 

 

35,972

 

Adjustment for participating securities

 

 

(648

)

 

 

 

(840

)

 

 

 

(724

)

 

 

 

(877

)

Shares used in calculating basic earnings per share

 

 

35,045

 

 

 

 

34,866

 

 

 

 

35,010

 

 

 

 

35,095

 

Effect of dilutive restricted stock awards

 

 

63

 

 

 

 

1

 

 

 

 

44

 

 

 

 

 

Effect of dilutive stock warrant

 

 

134

 

 

 

 

 

 

 

 

112

 

 

 

 

 

Shares used in calculating diluted earnings per share

 

 

35,242

 

 

 

 

34,867

 

 

 

 

35,166

 

 

 

 

35,095

 

Basic earnings per share

$

 

0.47

 

 

$

 

0.80

 

 

$

 

1.02

 

 

$

 

1.22

 

Diluted earnings per share

$

 

0.47

 

 

$

 

0.80

 

 

$

 

1.01

 

 

$

 

1.22

 

 

15


 

Note 12 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

Non-cash investing activities:

 

 

 

 

 

 

 

 

 

Capital expenditures included in accounts payable

$

 

1,990

 

 

$

 

2,072

 

Operating lease asset additions

 

 

348

 

 

 

 

19,952

 

Finance lease asset additions

 

 

1,721

 

 

 

 

2,009

 

Non-cash financing activities:

 

 

 

 

 

 

 

 

 

Dividends declared but unpaid

 

 

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

 

 

6,924

 

 

 

 

10,572

 

 

Note 13 – Reporting Segment Information

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

(In thousands)

Food Distribution

 

 

Retail

 

 

Military

 

 

Total

 

12 Weeks Ended July 17, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

$

 

1,056,526

 

 

$

 

619,977

 

 

$

 

430,057

 

 

$

 

2,106,560

 

Inter-segment sales

 

 

269,627

 

 

 

 

245

 

 

 

 

 

 

 

 

269,872

 

Acquisition and integration

 

 

 

 

 

 

121

 

 

 

 

 

 

 

 

121

 

Restructuring and asset impairment

 

 

781

 

 

 

 

2,556

 

 

 

 

 

 

 

 

3,337

 

Depreciation and amortization

 

 

7,604

 

 

 

 

10,685

 

 

 

 

3,117

 

 

 

 

21,406

 

Operating earnings (loss)

 

 

16,678

 

 

 

 

12,711

 

 

 

 

(3,468

)

 

 

 

25,921

 

Capital expenditures

 

 

4,437

 

 

 

 

8,542

 

 

 

 

4,735

 

 

 

 

17,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12 Weeks Ended July 11, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

$

 

1,089,861

 

 

$

 

631,257

 

 

$

 

462,983

 

 

$

 

2,184,101

 

Inter-segment sales

 

 

273,892

 

 

 

 

 

 

 

 

 

 

 

 

273,892

 

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

 

 

17,394

 

 

 

 

24,926

 

 

 

 

7,177

 

 

 

 

49,497

 

Operating earnings (loss)

 

 

37,824

 

 

 

 

26,903

 

 

 

 

(8,611

)

 

 

 

56,116

 

Capital expenditures

 

 

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

 

Inter-segment sales

 

 

598,020

 

 

 

 

 

 

 

 

 

 

 

 

598,020

 

Restructuring and asset impairment

 

 

12,684

 

 

 

 

1,228

 

 

 

 

 

 

 

 

13,912

 

Depreciation and amortization

 

 

17,521

 

 

 

 

24,081

 

 

 

 

6,524

 

 

 

 

48,126

 

Operating earnings (loss)

 

 

25,799

 

 

 

 

37,098

 

 

 

 

(6,895

)

 

 

 

56,002

 

Capital expenditures

 

 

11,396

 

 

 

 

15,190

 

 

 

 

4,023

 

 

 

 

30,609

 

16


 

 

 

 

 

 

 

 

 

July 17,

 

 

January 2,

 

(In thousands)

 

 

 

 

 

 

2021

 

 

2021

 

Total Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Food Distribution

 

 

 

 

 

 

$

 

1,096,390

 

 

$

 

1,112,961

 

Retail

 

 

 

 

 

 

 

 

737,489

 

 

 

 

763,876

 

Military

 

 

 

 

 

 

 

 

375,268

 

 

 

 

400,554

 

Total

 

 

 

 

 

 

$

 

2,209,147

 

 

$

 

2,277,391

 

 

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 January 2, 2021.

Overview

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 148 corporate owned retail stores in the Midwest region primarily under the banners of Family Fare, Martin’s Super Markets, D&W Fresh Market, VG’s Grocery, and Dan’s Supermarket. The Company also offered pharmacy services in 93 of its corporate owned retail stores and operated 36 fuel centers. The retail stores have a “neighborhood market” focus to distinguish them from supercenters and limited assortment stores. The Company’s Customer 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, Qatar and 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, a partnership with DeCA which began 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 contained 53 weeks; therefore, the fourth quarter of fiscal 2020 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.

The majority of the Company’s revenues are not seasonal in nature. However, in certain geographic areas, corporate retail stores and independent retail customers are dependent on tourism, and therefore, are affected by seasons and weather patterns.

2021 Second Quarter Highlights

Key financial and operational highlights for the second quarter include the following:

 

Net sales decline of 3.6% to $2.11 billion from $2.18 billion in the prior year quarter, due to cycling the prior year impacts of the COVID-19 pandemic. Food Distribution segment sales declined 3.1% compared to the prior year quarter and increased 13.0% compared to the second quarter of 2019. Retail comparable store sales declined 2.7% in the second quarter, however experienced growth of 12.1% on a two-year basis. Net sales for Military declined 7.1% compared to the prior year quarter and decreased 12.3% compared to the second quarter of 2019.

 

The Company continued to deliver improvements in margin with a year-over-year increase in consolidated gross profit rates from 15.5% to 15.8% for the second quarter.

 

The Company generated cash from operating activities of $105.4 million during the second quarter, leading to $75.8 million pay down of long-term debt.

17


The Company increased the low end of the fiscal 2021 profitability outlook range. EPS is now expected to range from $1.56 to $1.69 per diluted share, with adjusted EPS expected to range from $1.70 to $1.80 per diluted share, and adjusted EBITDA to range from $200 to $210 million. The Company also now expects that Retail comparable sales will be negative 2.0% to 5.0% for 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%.

Results of Operations

The following table sets forth items from the condensed consolidated statements of 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 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

)

Note: Certain totals do not sum due to rounding.

** Not meaningful

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

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

Variance

 

 

July 17, 2021

 

 

July 11, 2020

 

 

Variance

 

Food Distribution

$

 

1,056,526

 

 

$

 

1,089,861

 

 

$

 

(33,335

)

 

$

 

2,390,608

 

 

$

 

2,459,357

 

 

$

 

(68,749

)

Retail

 

 

619,977

 

 

 

 

631,257

 

 

 

 

(11,280

)

 

 

 

1,359,421

 

 

 

 

1,413,824

 

 

 

 

(54,403

)

Military

 

 

430,057

 

 

 

 

462,983

 

 

 

 

(32,926

)

 

 

 

1,014,330

 

 

 

 

1,167,376

 

 

 

 

(153,046

)

Total net sales

$

 

2,106,560

 

 

$

 

2,184,101

 

 

$

 

(77,541

)

 

$

 

4,764,359

 

 

$

 

5,040,557

 

 

$

 

(276,198

)

Net sales for the quarter ended July 17, 2021 (the “second quarter”) decreased $77.5 million, or 3.6%, to $2.11 billion from $2.18 billion in the quarter ended July 11, 2020 (the “prior year quarter”). Net sales for the year-to-date period ended July 17, 2021 (the “year-to-date period”) decreased $276.2 million, or 5.5%, to $4.76 billion from $5.04 billion in the year-to-date period ended July 11, 2020 (the “prior year-to-date period”). The decreases in net sales were due to favorable prior year sales, attributable to increased consumer demand related to COVID-19, 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 Food Distribution customers.

Food Distribution net sales decreased $33.3 million, or 3.1%, to $1.06 billion in the second quarter from $1.09 billion in the prior year quarter. Net sales for the year-to-date period decreased $68.7 million, or 2.8%, to $2.39 billion in the year-to-date period from $2.46 billion in the prior year-to-date period. The decreases were due to favorable prior year sales attributable to increased consumer demand related to COVID-19, 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.

18


Retail net sales decreased $11.3 million, or 1.8%, to $620.0 million in the second quarter from $631.3 million in the prior year quarter. Net sales for the year-to-date period decreased $54.4 million, or 3.8%, from $1.41 billion in the prior year-to-date period to $1.36 billion. The decreases in net sales were primarily due to favorable prior year sales attributable to increased consumer demand related to COVID-19, partially offset by an increase in fuel sales. Comparable store sales declined 2.7% for the quarter, however increased by 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 $32.9 million, or 7.1%, to $430.1 million in the second quarter from $463.0 million in the prior year quarter. Net sales for the year-to-date period decreased $153.0 million, or 13.1%, from $1.17 billion in the prior year-to-date period to $1.01 billion. The decreases were primarily due to the continuation of lower volumes at domestic commissaries following base access and shopping restrictions implemented in the prior 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 earnings.

Gross profit decreased $4.7 million, or 1.4%, to $333.6 million in the second quarter from $338.4 million in the prior year quarter. As a percent of net sales, gross profit was 15.8% compared to 15.5% in the prior year quarter. Gross profit for the year-to-date period decreased $10.3 million, or 1.3%, from $761.9 million in the prior year-to-date period to $751.7 million in the current year. As a percent of net sales, gross profit for the year-to-date period was 15.8% compared to 15.1% in the prior year-to-date period. The changes in the gross profit rate were driven by improvements within the Food Distribution and Military segments, as well as increases in the proportion of margin accretive Retail and Food Distribution segment sales, partially offset by an increase in 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 $3.5 million, or 1.2%, to $304.2 million from $300.7 million in the prior year quarter, representing 14.4% of net sales in the second quarter compared to 13.8% in the prior year quarter. SG&A expenses for the year-to-date period increased nominally from $692.0 million in the prior year-to-date period to $692.2 million, and increased from 13.7% as a percentage of net sales in the prior year-to-date period to 14.5% in the current year-to-date period. The increases in expenses as a rate of sales were due to a higher rate of supply chain expenses primarily in the Food Distribution segment and increases in health insurance expense, partially offset by lower incentive compensation expense.

Acquisition and Integration – Acquisition and integration expenses for the second quarter and year-to-date period ended July 17, 2021 were $0.1 million and $0.2 million, respectively. Activities in the current year are associated with the integration of Martin’s Super Markets.

Restructuring and Asset Impairment – Second quarter and prior year quarter results included charges of $3.3 million and $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 current year-to-date amounts consist primarily of retail store closing and asset impairment charges, partially offset by gains on the sale of pharmacy customer lists. The 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.

19


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

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

Variance

 

 

July 17, 2021

 

 

July 11, 2020

 

 

Variance

 

Food Distribution

$

 

16,678

 

 

$

 

14,409

 

 

$

 

2,269

 

 

$

 

37,824

 

 

$

 

25,799

 

 

$

 

12,025

 

Retail

 

 

12,711

 

 

 

 

24,453

 

 

 

 

(11,742

)

 

 

 

26,903

 

 

 

 

37,098

 

 

 

 

(10,195

)

Military

 

 

(3,468

)

 

 

 

(4,890

)

 

 

 

1,422

 

 

 

 

(8,611

)

 

 

 

(6,895

)

 

 

 

(1,716

)

Total operating earnings

$

 

25,921

 

 

$

 

33,972

 

 

$

 

(8,051

)

 

$

 

56,116

 

 

$

 

56,002

 

 

$

 

114

 

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

Food Distribution operating earnings increased $2.3 million, or 15.7%, to $16.7 million in the second quarter from $14.4 million in the prior year quarter. Operating earnings for the year-to-date period increased $12.0 million, or 46.6%, to $37.8 million from $25.8 million in the prior year-to-date period. The increases in operating earnings for Food Distribution were due to favorable margin rates and lower asset impairment and restructuring charges, partially offset by a higher rate of supply chain expenses and lower sales volume.

Retail operating earnings decreased $11.7 million, or 48.0% to $12.7 million in the second quarter from $24.5 million in the prior year quarter. Operating earnings for the year-to-date period decreased $10.2 million, or 27.5%, to $26.9 million from $37.1 million in the prior year-to-date period. The decreases in operating earnings were primarily attributable to reduced margin rates, a decrease in sales volume, higher healthcare expenses, and higher asset impairment and restructuring charges, partially offset by lower incentive compensation expense.

Military operating loss decreased $1.4 million, or 29.1% to $3.5 million in the second quarter from $4.9 million in the prior year quarter. Operating loss for the year-to-date period increased $1.7 million, or 24.9%, to $8.6 million from $6.9 million in the prior year-to-date period. The 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 a decrease in sales volume, and a higher rate of supply chain expense, partially offset by improvements in gross margin rates.

Interest Expense – Interest expense decreased $0.4 million, or 10.5%, to $3.3 million in the second quarter from $3.7 million in the prior year quarter. Interest expense for the year-to-date period decreased $3.4 million, or 30.4% from $11.3 million in the prior year-to-date period to $7.9 million. The second quarter decrease in interest expense was due to significant decreases in the average debt balance. The year-to-date decrease in interest expense was due to rate cuts implemented by the Federal Reserve during the prior year, as well as significant decreases in the average debt balance.

Income Taxes – The effective income tax rates were 25.8% and 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 25.1% and 4.3%, respectively. The 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 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.

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 the CARES Act, the Company recorded a net discrete income tax benefit of $9.3 million in 2020, of which $5.2 million was recognized in the second quarter, 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, when the federal statutory income tax rate was 35%. In the first quarter of 2021, the Company received tax refunds totaling $25.7 million related to the amended prior year returns.

20


Non-GAAP Financial Measures

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 and 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, 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. Each of these items are considered “non-operational” or “non-core” in nature.

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 GAAP and should not be considered as a substitute for operating earnings, and other income statement data. The Company’s definition of adjusted operating earnings may not be identical to similarly titled measures reported by other companies.

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

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Operating earnings

$

 

25,921

 

 

$

 

33,972

 

 

$

 

56,116

 

 

$

 

56,002

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

Expenses associated with tax planning

 

 

 

 

 

 

97

 

 

 

 

 

 

 

 

97

 

Severance associated with cost reduction initiatives

 

 

13

 

 

 

 

(75

)

 

 

 

138

 

 

 

 

5,081

 

Fresh Cut operating losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,262

 

Adjusted operating earnings

$

 

29,340

 

 

$

 

37,669

 

 

$

 

60,199

 

 

$

 

77,847

 

21


 

 

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

 

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Food Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

16,678

 

 

$

 

14,409

 

 

$

 

37,824

 

 

$

 

25,799

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Adjusted operating earnings

$

 

17,437

 

 

$

 

17,886

 

 

$

 

38,977

 

 

$

 

44,205

 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

12,711

 

 

$

 

24,453

 

 

$

 

26,903

 

 

$

 

37,098

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

Expenses associated with tax planning

 

 

 

 

 

 

32

 

 

 

 

 

 

 

 

32

 

Severance associated with cost reduction initiatives

 

 

 

 

 

 

(19

)

 

 

 

29

 

 

 

 

1,432

 

Adjusted operating earnings

$

 

15,369

 

 

$

 

24,679

 

 

$

 

29,740

 

 

$

 

39,954

 

Military:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

$

 

(3,468

)

 

$

 

(4,890

)

 

$

 

(8,611

)

 

$

 

(6,895

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

 

 

 

 

64

 

Organizational realignment, net

 

 

(7

)

 

 

 

 

 

 

 

87

 

 

 

 

 

Expenses associated with tax planning

 

 

 

 

 

 

13

 

 

 

 

 

 

 

 

13

 

Severance associated with cost reduction initiatives

 

 

9

 

 

 

 

(19

)

 

 

 

6

 

 

 

 

506

 

Adjusted operating loss

$

 

(3,466

)

 

$

 

(4,896

)

 

$

 

(8,518

)

 

$

 

(6,312

)

 

Adjusted Earnings from Continuing Operations

Adjusted earnings from continuing operations is a non-GAAP operating financial measure that the Company defines as net earnings from 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.

22


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

 

12 Weeks Ended

 

 

 

July 17, 2021

 

 

July 11, 2020

 

 

 

 

 

 

per diluted

 

 

 

 

 

per diluted

 

 

(In thousands, except per share amounts)

Earnings

 

 

share

 

 

Earnings

 

 

share

 

 

Net earnings

$

 

16,814

 

 

$

 

0.47

 

 

$

 

28,467

 

 

$

 

0.80

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

13

 

 

 

 

 

 

 

 

 

(75

)

 

 

 

 

 

 

Total adjustments

 

 

3,419

 

 

 

 

 

 

 

 

 

3,697

 

 

 

 

 

 

 

Income tax effect on adjustments (a)

 

 

(862

)

 

 

 

 

 

 

 

 

(903

)

 

 

 

 

 

 

Impact of CARES Act (b)

 

 

 

 

 

 

 

 

 

 

 

(5,165

)

 

 

 

 

 

 

Total adjustments, net of taxes

 

 

2,557

 

 

 

 

0.07

 

 

 

 

(2,371

)

 

 

 

(0.07

)

 

Adjusted earnings from continuing operations

$

 

19,371

 

 

$

 

0.54

 

 

$

 

26,096

 

 

$

 

0.73

 

 

 

 

28 Weeks Ended

 

 

 

July 17, 2021

 

 

July 11, 2020

 

 

 

 

 

 

per diluted

 

 

 

 

 

per diluted

 

 

(In thousands, except per share amounts)

Earnings

 

 

share

 

 

Earnings

 

 

share

 

 

Net earnings

$

 

36,330

 

 

$

 

1.01

 

 

$

 

43,869

 

 

$

 

1.22

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition and integration

 

 

180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring and asset impairment, net

 

 

3,176

 

 

 

 

 

 

 

 

 

13,912

 

 

 

 

 

 

 

Costs associated with Project One Team

 

 

 

 

 

 

 

 

 

 

 

493

 

 

 

 

 

 

 

Organizational realignment, net

 

 

589

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses associated with tax planning

 

 

 

 

 

 

 

 

 

 

 

97

 

 

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

138

 

 

 

 

 

 

 

 

 

5,081

 

 

 

 

 

 

 

Fresh Cut operating losses

 

 

 

 

 

 

 

 

 

 

 

2,262

 

 

 

 

 

 

 

Pension termination

 

 

 

 

 

 

 

 

 

 

 

(1,004

)

 

 

 

 

 

 

Total adjustments

 

 

4,083

 

 

 

 

 

 

 

 

 

20,841

 

 

 

 

 

 

 

Income tax effect on adjustments (a)

 

 

(1,024

)

 

 

 

 

 

 

 

 

(4,997

)

 

 

 

 

 

 

Impact of CARES Act (b)

 

 

 

 

 

 

 

 

 

 

 

(9,510

)

 

 

 

 

 

 

Total adjustments, net of taxes

 

 

3,059

 

 

 

 

0.09

 

 

 

 

6,334

 

 

 

 

0.18

 

 

Adjusted earnings from continuing operations

$

 

39,389

 

 

$

 

1.10

 

 

$

 

50,203

 

 

$

 

1.40

 

 

 

(a)

The income tax effect on adjustments is computed by applying the effective tax rate, before discrete tax items, to the total adjustments for the period.

 

(b)

Represents tax impacts attributable to the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, and related tax planning, primarily related to additional deductions and the utilization of net operating loss carryback.

Adjusted EBITDA

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 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.

23


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 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 to adjusted EBITDA for the 12 and 28 weeks ended July 17, 2021 and July 11, 2020.

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Net earnings

$

 

16,814

 

 

$

 

28,467

 

 

$

 

36,330

 

 

$

 

43,869

 

Income tax expense

 

 

5,850

 

 

 

 

1,918

 

 

 

 

12,206

 

 

 

 

1,949

 

Other expenses, net

 

 

3,257

 

 

 

 

3,587

 

 

 

 

7,580

 

 

 

 

10,184

 

Operating earnings

 

 

25,921

 

 

 

 

33,972

 

 

 

 

56,116

 

 

 

 

56,002

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

2,902

 

 

 

 

1,187

 

 

 

 

4,557

 

 

 

 

2,771

 

Depreciation and amortization

 

 

21,406

 

 

 

 

20,097

 

 

 

 

49,497

 

 

 

 

47,753

 

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

 

(Gain) loss on disposal of assets

 

 

(80

)

 

 

 

(484

)

 

 

 

(262

)

 

 

 

3,427

 

Other non-cash charges

 

 

478

 

 

 

 

99

 

 

 

 

958

 

 

 

 

99

 

Adjusted EBITDA

$

 

54,359

 

 

$

 

59,177

 

 

$

 

119,202

 

 

$

 

133,155

 

24


 

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

 

12 Weeks Ended

 

 

28 Weeks Ended

 

(In thousands)

July 17, 2021

 

 

July 11, 2020

 

 

July 17, 2021

 

 

July 11, 2020

 

Food Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

16,678

 

 

$

 

14,409

 

 

$

 

37,824

 

 

$

 

25,799

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

1,626

 

 

 

 

595

 

 

 

 

2,420

 

 

 

 

1,389

 

Depreciation and amortization

 

 

7,604

 

 

 

 

6,965

 

 

 

 

17,394

 

 

 

 

17,148

 

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

 

(Gain) loss on disposal of assets

 

 

(62

)

 

 

 

(521

)

 

 

 

(99

)

 

 

 

1,619

 

Other non-cash charges

 

 

283

 

 

 

 

52

 

 

 

 

517

 

 

 

 

51

 

Adjusted EBITDA

$

 

27,897

 

 

$

 

25,958

 

 

$

 

63,566

 

 

$

 

66,456

 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

12,711

 

 

$

 

24,453

 

 

$

 

26,903

 

 

$

 

37,098

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

477

 

 

 

 

258

 

 

 

 

892

 

 

 

 

601

 

Depreciation and amortization

 

 

10,685

 

 

 

 

10,325

 

 

 

 

24,926

 

 

 

 

24,081

 

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

 

 

390

 

 

 

 

642

 

 

 

 

1,870

 

 

 

 

1,392

 

Non-cash rent

 

 

(1,145

)

 

 

 

(1,150

)

 

 

 

(2,697

)

 

 

 

(2,684

)

(Gain) loss on disposal of assets

 

 

(2

)

 

 

 

66

 

 

 

 

(125

)

 

 

 

1,871

 

Other non-cash charges

 

 

139

 

 

 

 

34

 

 

 

 

314

 

 

 

 

34

 

Adjusted EBITDA

$

 

25,913

 

 

$

 

34,822

 

 

$

 

54,920

 

 

$

 

65,217

 

Military:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

$

 

(3,468

)

 

$

 

(4,890

)

 

$

 

(8,611

)

 

$

 

(6,895

)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

799

 

 

 

 

335

 

 

 

 

1,245

 

 

 

 

781

 

Depreciation and amortization

 

 

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

 

 

148

 

 

 

 

266

 

 

 

 

929

 

 

 

 

754

 

Non-cash rent

 

 

(89

)

 

 

 

(85

)

 

 

 

(206

)

 

 

 

(203

)

Gain on disposal of assets

 

 

(16

)

 

 

 

(29

)

 

 

 

(38

)

 

 

 

(63

)

Other non-cash charges

 

 

56

 

 

 

 

12

 

 

 

 

127

 

 

 

 

14

 

Adjusted EBITDA

$

 

549

 

 

$

 

(1,603

)

 

$

 

716

 

 

$

 

1,482

 

25


 

Liquidity and Capital Resources

Cash Flow Information

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

 

 

 

 

28 Weeks Ended

 

(In thousands)

 

 

 

July 17, 2021

 

 

July 11, 2020

 

Cash flow activities

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

$

 

73,582

 

 

$

 

198,248

 

Net cash used in investing activities

 

 

 

 

 

(10,038

)

 

 

 

(21,844

)

Net cash used in financing activities

 

 

 

 

 

(59,311

)

 

 

 

(165,931

)

Net increase in cash and cash equivalents

 

 

 

 

 

4,233

 

 

 

 

10,473

 

Cash and cash equivalents at beginning of the period

 

 

 

 

 

19,903

 

 

 

 

24,172

 

Cash and cash equivalents at end of the period

 

 

 

$

 

24,136

 

 

$

 

34,645

 

Net cash provided by operating activities. Net cash provided by operating activities decreased $124.7 million in the current year-to-date period compared to the prior year-to-date period. The change in cash provided by operating activities is due mainly to 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, 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 $11.8 million in the current year compared to the prior year primarily due to proceeds on the sale of fixed assets in the current year.

Capital expenditures were $39.8 million in the current year and cloud computing application development spend, which is included in operating activities, was $4.0 million, compared to capital expenditures of $30.6 million and cloud computing application development spend of $5.0 million in the prior year. The Company expects full fiscal year 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 36.1%, 44.4% and 19.5% of capital expenditures, respectively, in the current year.

Net cash used in financing activities. Net cash used in financing activities decreased $106.6 million in the current year compared to the prior year primarily due to higher net payments on the senior credit facility in the prior year.

Debt Management

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

Liquidity

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility. As of July 17, 2021, the senior secured credit facility had outstanding borrowings of $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 $392.1 million at July 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 $16.1 million were outstanding as of July 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 1.53-to-1 at July 17, 2021 compared to 1.47-to-1 at January 2, 2021, and its investment in working capital was $344.4 million at July 17, 2021 compared to $325.2 million at January 2, 2021. The net long-term debt to total capital ratio was 0.36-to-1 at July 17, 2021 compared to 0.39-to-1 at January 2, 2021.

26


Net long-term debt is a non-GAAP financial measure that is defined as long-term debt and finance lease liabilities, plus current 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 17, 2021 and January 2, 2021.

 

July 17,

 

 

January 2,

 

(In thousands)

2021

 

 

2020

 

Current portion of long-term debt and finance lease liabilities

$

 

5,719

 

 

$

 

5,135

 

Long-term debt and finance lease liabilities

 

 

445,574

 

 

 

 

481,309

 

Total debt

 

 

451,293

 

 

 

 

486,444

 

Cash and cash equivalents

 

 

(24,136

)

 

 

 

(19,903

)

Net long-term debt

$

 

427,157

 

 

$

 

466,541

 

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

Cash Dividends

During the quarter ended July 17, 2021, the Company declared $7.1 million in dividends. A 3.9% increase in the quarterly dividend rate from $0.1925 per share to $0.20 per share was approved by the Board of Directors and announced on 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.

Off-Balance Sheet Arrangements

The Company has also made certain commercial commitments that extend beyond July 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 January 2, 2021), standby letters of credit of $16.1 million as of July 17, 2021, and interest on long-term debt and finance lease liabilities.

Critical Accounting Policies

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 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 January 2, 2021.

27


Recently Issued Accounting Standards

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

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

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 January 2, 2021.

ITEM 4. Controls and Procedures

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 17, 2021 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of SpartanNash Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). As of the Evaluation Date, SpartanNash Company’s management, including the CEO and 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 officer, as appropriate, to allow for timely decisions regarding required disclosure. During the second quarter of 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.

 

 

28


 

PART II

OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding SpartanNash’s purchases of its own common stock during the 12-week period ended July 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 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 $5.3 million of share repurchases made under this program during the second quarter of 2021. At July 17, 2021, $29.7 million remains available under the program.

 

 

 

 

 

Average

 

 

Total Number

 

 

Price Paid

 

Fiscal Period

of Shares Purchased

 

 

per Share

 

April 25 - May 22, 2021

 

 

 

 

 

 

 

 

Employee Transactions

 

 

 

$

 

 

Repurchase Program

 

 

 

$

 

 

May 23 - June 19, 2021

 

 

 

 

 

 

 

 

Employee Transactions

 

8,480

 

 

$

 

20.48

 

Repurchase Program

 

160,000

 

 

$

 

20.34

 

June 20 - July 17, 2021

 

 

 

 

 

 

 

 

Employee Transactions

 

 

 

$

 

 

Repurchase Program

 

105,000

 

 

$

 

19.67

 

Total for quarter ended July 17, 2021

 

 

 

 

 

 

 

 

Employee Transactions

 

8,480

 

 

$

 

20.48

 

Repurchase Program

 

265,000

 

 

$

 

20.07

 

 

 

 

 

 

 

 

 

 

 

29


 

ITEM 6. Exhibits

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

 

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.

 

 

 

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.

 

 

 

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 17, 2021, has been formatted in Inline XBRL.

 

 

 

 

 

 

30


 

SIGNATURES

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.

 

 

 

SPARTANNASH COMPANY

(Registrant)

 

Date:  August 19, 2021

 

By

 

/s/ Jason Monaco

 

 

 

 

Jason Monaco

Executive Vice President and Chief Financial Officer

 

 

31