8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 26, 2006

SPARTAN STORES, INC.
(Exact name of registrant as
specified in its charter)

Michigan
(State or other jurisdiction
of incorporation) 000-31127
(Commission
File Number) 38-0593940
(IRS Employer
Identification no.)

850 76^th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan
(Address of principal executive offices)
49518-8700
(Zip Code)

Registrant's telephone number,
including area code:  (616) 878-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 2.02. Results of Operations and Financial Condition.

          On July 26, 2006, Spartan Stores, Inc. issued the press release attached to this Form 8-K as Exhibit 99.1 concerning its financial results for its 12-week fiscal first quarter ended June 17, 2006. The information contained in this Current Report on Form 8-K (including Exhibit 99.1 referenced herein) is being furnished and is not "filed" with the Securities and Exchange Commission and is not incorporated by reference into any registration statement under the Securities Act of 1933.

          The press release contains forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to Spartan Stores' current expectations and are subject to the limitations and qualifications set forth in the press release as well as in Spartan Stores' other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

Item 9.01.	Financial Statements and Exhibits.
	(d)	Exhibits: The following document is attached as an exhibit to this report on Form 8-K:
	99.1	Press Release dated July 26, 2006

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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.

Date:  July 26, 2006	SPARTAN STORES, INC.
	By	/s/ David M. Staples
		David M. Staples Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Document
99.1	Press Release dated July 26, 2006.

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EX-99.1

EXHIBIT 99.1

For Immediate Release
Investor Contact: Dave Staples Executive Vice President & CFO (616) 878-8319	Media Contact: Jeanne Norcross Vice President Corporate Affairs (616) 878-2830

Spartan Stores Reports Five-Year High In First-Quarter Net Sales

Net Sales Growth Aided By D&W Food Centers Acquisition,
New Distribution Business, Easter Holiday and Fuel Center Sales

GRAND RAPIDS, MICHIGAN-July 26, 2006-Spartan Stores, Inc., (Nasdaq: SPTN) today reported financial results for its 12-week first quarter ended June 17, 2006.

First-Quarter Results

Consolidated net sales for the 12-week first quarter reached a five-year high increasing 15.0 percent to $528.0 million from $459.3 million in last year's first quarter. The sales improvement was due primarily to the inclusion of retail sales from the recently acquired D&W Food Centers stores, new distribution business, the Easter holiday sales shift to this year's first quarter and incremental fuel center sales.

First-quarter operating earnings, including a $4.5 million pretax asset impairments and exit costs charge related to the closure of two retail stores and a central bakery operation, were $6.9 million compared with $6.0 million in the same period last year. Excluding the asset impairments and exit costs charge, year-over-year first-quarter operating earnings improved significantly.

"We are pleased that our fiscal 2007 is off to a very strong start," stated Craig C. Sturken, Spartan Stores' Chairman, President and Chief Executive Officer. "Our retail and distribution operations achieved solid sales gains despite higher fuel costs and a challenging economic environment. Absent the asset impairments and exit costs charge, we achieved the highest levels of first-quarter profitability in both our retail and distribution operations since becoming a public company. The store base rationalization (two stores) and associated charge was incurred due to the proximity of certain acquired stores to our existing store base. This minor reduction of our store network was based on an evaluation of stores that were best positioned to provide our customers with the highest quality overall shopping experience. Although the charge reduced our first-quarter earnings performance, we expect the store rationalization decision to improve our ongoing earnings trends. In addition, we are pleased to report that the integration of our retail acquisition is on schedule and progressing as planned."

First-quarter net earnings were $2.7 million, or $0.12 per diluted share, compared with $2.7 million, or $0.12 per diluted share, in the same period last year.

First-quarter gross margin increased 90 basis points to 19.6 percent compared with 18.7 percent in last year's first quarter. The increase was primarily due to a larger concentration of higher margin retail sales, market efficiencies and product mix changes resulting from the Company's retail acquisition. These gains were partially offset by an increase in lower margin distribution and fuel center sales.

First-quarter operating expenses increased to $96.6 million, or 18.3 percent of sales compared with 17.4 percent of sales in the same quarter last year. The increase in operating expenses as a percentage of sales was due primarily to the asset impairments and exit costs charge, higher operating costs associated with the acquired retail operations, including approximately $1.1 million of training and other start-up related costs, and the higher concentration of retail sales as a percentage of consolidated net sales.

First-quarter earnings before interest, taxes, depreciation and amortization (EBITDA), increased by more than 44 percent to $17.6 million compared with EBITDA of $12.2 million in the same period last year (see attached financial tables). The EBITDA increase resulted from higher sales volumes in both the retail and distribution segments and improved gross margin rates at the Company's retail operations due to market efficiency gains related to its recent retail store acquisition, which more than offset higher costs of utilities, fuel and bank card fees.

Operating Segments

Distribution Segment

First-quarter distribution net sales increased 7.5 percent to $275.9 million from $256.7 million in the same period last year. The sales increase was due to the addition of new distribution customers, an increase in sales to existing customers and Easter holiday sales.

Operating earnings for the segment increased 63.4 percent to $5.7 million compared with $3.5 million in the same period last year. Better fixed cost absorption from higher sales volumes contributed to the improvement in operating earnings and helped to offset higher fuel and utility costs.

Retail Segment

First-quarter retail net sales increased 24.5 percent to $252.2 million from $202.6 million in the same period last year due primarily to incremental sales from the acquired retail stores and higher comparable store sales due to the Easter holiday and increased fuel center sales. The sales increase was partially offset by the previously disclosed closing of two Pharm stores in the prior fiscal year first quarter and the influence of higher energy costs on consumer spending. Comparable store sales at the Company's supermarkets increased 4.7 percent during the first quarter, while Pharm comparable store sales increased 0.8 percent, resulting in a combined

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increase of 4.0 percent. Fuel center sales increased comparable store sales by 3.1 percent, while the Easter holiday sales contributed 1.5 percent to the comparable store sales increase.

Including the previously mentioned $4.5 million pretax asset impairments and exit costs charge, retail operating earnings were $1.2 million compared with $2.5 million in the same period last year. Last year's first-quarter retail operating earnings included a $0.4 million pretax charge for asset impairments.

Balance Sheet

Long-term debt at June 17, 2006 (including current maturities) increased to $135.4 million from $65.7 million at March 25, 2006 as a result of borrowings and the assumption of capital leases associated with the D&W Food Centers acquisition.

Outlook

"Fiscal 2007 is off to a promising start, and we remain optimistic about our sales and profit growth prospects for fiscal 2007," said Mr. Sturken. "We expect that our distribution sales will continue to benefit from the stores added to our base late in the fiscal 2006 fourth quarter, and we expect to further increase sales penetration with certain existing customers. In addition, our retail division will cycle the remaining competitive stores that opened last year during the upcoming second quarter and should benefit from our market rationalization efforts and new fuel center sales. Higher fuel costs and a challenging economic outlook, however, may slightly temper the expected sales run rate in our distribution and retail operations as we enter the peak Michigan tourism season. Nonetheless, we continue to expect our fiscal 2007 retail comparable store sales growth rate to be in the low to mid single digits.

"Fiscal 2007 earnings should continue to show improvement, as gross margin rates benefit from a greater mix of higher margin retail sales and as we realize operational efficiencies from the acquisition. Our first-quarter gross margin run rate improvement, however, will be partially offset by a higher level of promotional activity that we will use to take advantage of market share opportunities as we face a more challenging economic environment. Excluding the effect of the asset impairments and exit costs charge, we expect slightly higher selling, general and administrative run rates compared with the prior year due to an increase in the retail sales mix.

"We expect capital expenditures for fiscal 2007 to range from $30 million to $35 million, depreciation and amortization to range from $22 million to $25 million and interest expense of approximately $13 million to $14 million," concluded Mr. Sturken.

Conference Call

A telephone conference call to discuss the Company's first-quarter financial results is scheduled for 9:00 a.m. Eastern Time, Thursday, July 27, 2006. A live webcast of this conference call will be available on the Company's website, www.spartanstores.com. Simply click on "For Investors" and follow the links to the live webcast. The webcast will remain available for replay on the Company's website for approximately ten days.

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About Spartan Stores

Grand Rapids, Michigan-based Spartan Stores, Inc., (Nasdaq:SPTN) is the nation's tenth largest grocery distributor with warehouse facilities in Grand Rapids and Plymouth, Michigan. The Company distributes more than 40,000 private-label and national brand products to over 350 independent grocery stores in Michigan. Spartan Stores also owns and operates 68 retail supermarkets and 19 deep-discount food and drug stores in Michigan and Ohio, including Family Fare Supermarkets, Glen's Markets, D&W Fresh Markets, and The Pharm.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are identifiable by words or phrases such as "outlook," "momentum," or "opportunities," "promising," "prospects"; that an event or trend "may," "should," or "will" occur or "continue" or that Spartan Stores or its management "anticipates", "believes," "plans" or "expects" a particular result, or is "optimistic" that an event will occur. These forward-looking statements are subject to a number of factors that could cause actual results to differ materially. Our ability to successfully realize expected benefits of new relationships, realize growth opportunities, expand our customer base, effectively integrate and achieve the expected benefits of acquired stores, anticipate and successfully respond to openings of competitors' stores, achieve expected sales and earnings, implement plans and strategies, and continue to pay dividends is not certain and depends on many factors, not all of which are in our control. Additional infor mation about the factors that may adversely affect these forward-looking statements is contained in Spartan Stores' reports and filings with the Securities and Exchange Commission. Other risk factors exist and new risk factors may emerge at any time. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictions of future results. Spartan Stores undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date of this press release.

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SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share data)
(Unaudited)

		First Quarter Ended
		(12 weeks) June 17, 2006			(12 weeks) June 18, 2005
Net sales		$	528,016		$	459,320
Cost of sales		424,516			373,513
Gross margin		103,500			85,807
Operating expenses
	Selling, general and administrative	87,094			74,535
	Provision for asset impairments and exit costs	4,464			397
	Depreciation and amortization	5,086			4,877
Total operating expenses		96,644			79,809
Operating earnings		6,856			5,998
Non-operating expense (income)
	Interest expense	2,857			1,769
	Other, net	(32		)	(52		)
Total non-operating expense, net		2,825			1,717
Earnings before income taxes and discontinued operations		4,031			4,281
Income taxes		1,413			1,466
Earnings from continuing operations		2,618			2,815
Earnings (loss) from discontinued operations, net of taxes		71			(163		)
Net earnings		$	2,689		$	2,652
Basic earnings per share:
	Earnings from continuing operations	$	0.13		$	0.14
	Earnings (loss) from discontinued operations	0.00			(0.01		)
	Net earnings	$	0.13		$	0.13
Diluted earnings per share:
	Earnings from continuing operations	$	0.12		$	0.13
	Earnings (loss) from discontinued operations	0.00			(0.01		)
	Net earnings	$	0.12		$	0.12
Weighted average number of shares outstanding:
	Basic	21,154			20,636
	Diluted	21,542			21,252

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SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)

	June 17, 2006			March 25, 2006
ASSETS
Current assets
Cash and cash equivalents	$	9,918		$	7,655
Accounts receivable, net		50,833			45,280
Inventories		107,518			95,892
Other current assets		12,333			12,234
Property and equipment held for sale		5,996			6,634
Total current assets		186,598			167,695
Other assets
Goodwill		141,784			72,555
Deferred taxes on income		8,142			9,061
Other, net		15,194			14,108
Total other assets		165,120			95,724
Property and equipment, net		137,882			115,178
Total assets	$	489,600		$	378,597
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	100,360		$	90,992
Accrued payroll and benefits		26,303			29,826
Other accrued expenses		21,068			17,953
Current portion of exit costs		8,161			6,513
Current maturities of long-term debt and capital lease obligations		5,462			1,675
Total current liabilities		161,354			146,959
Long-term liabilities
Exit costs		29,558			8,804
Other long-term liabilities		20,895			13,402
Long-term debt and capital lease obligations		129,895			64,015
Total long-term liabilities		180,348			86,221
Shareholders' equity
Common stock, voting, no par value; 50,000 shares authorized;       21,322 and 21,023 shares outstanding		127,051			123,256
Preferred stock, no par value, 10,000 shares authorized; no shares       outstanding		- -			- -
Deferred stock-based compensation		(5,811	)		(2,873	)
Accumulated other comprehensive loss		(276	)		(276	)
Retained earnings		26,934			25,310
Total shareholders' equity		147,898			145,417
Total liabilities and shareholders' equity	$	489,600		$	378,597

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SPARTAN STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

	First Quarter Ended
	(12 weeks) June 17, 2006			(12 weeks) June 18, 2005
Net cash provided by operating activities	$	8,127		$	11,106
Net cash used in investing activities		(54,718	)		(3,185	)
Net cash provided by (used in) financing activities		48,241			(8,419	)
Net cash provided by (used in) discontinued operations		613			(1,015	)
Net increase (decrease) in cash and cash equivalents		2,263			(1,513	)
Cash and cash equivalents at beginning of period		7,655			14,880
Cash and cash equivalents at end of period	$	9,918		$	13,367

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SPARTAN STORES, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL DATA
(in thousands)
(Unaudited)

	First Quarter Ended
	(12 weeks) June 17, 2006		(12 weeks) June 18, 2005
Retail Segment:
Net Sales	$	252,161	$	202,603
Operating Earnings	$	1,167	$	2,516
Distribution Segment:
Net Sales	$	275,855	$	256,717
Operating Earnings	$	5,689	$	3,482
Consolidated:
Net Sales	$	528,016	$	459,320
Operating Earnings	$	6,856	$	5,998

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SPARTAN STORES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET EARNINGS TO EARNINGS BEFORE INTEREST,
TAXES, DEPRECIATION AND AMORTIZATION (A NON-GAAP FINANCIAL MEASURE)
(in thousands)
(unaudited)

	First Quarter Ended
	(12 weeks)
	June 17, 2006		June 18, 2005
Retail Segment:
Operating earnings	$	1,167	$	2,516
Plus:
Depreciation and amortization		3,070		2,873
Provision for asset impairments and exit costs		4,464		397
Michigan Single Business Tax expense		86		48
Other non-cash charges		192		153
EBITDA	$	8,979	$	5,987
Distribution Segment:
Operating earnings	$	5,689	$	3,482
Plus:
Depreciation and amortization		2,016		2,004
Michigan Single Business Tax expense		388		482
Other non-cash charges		535		239
EBITDA	$	8,628	$	6,207
Consolidated:
Operating earnings	$	6,856	$	5,998
Plus:
Depreciation and amortization		5,086		4,877
Provision for asset impairments and exit costs		4,464		397
Michigan Single Business Tax expense		474		530
Other non-cash charges		727		392
EBITDA	$	17,607	$	12,194

Notes:  Consolidated EBITDA is a non-GAAP financial measure that our credit facility defines as Net earnings from continuing operations plus depreciation and amortization, and other non-cash charges including imputed interest, deferred (stock) compensation, LIFO expense and costs associated with the closing of retail store locations, plus interest expense, the provision for income taxes and Michigan Single Business Tax to the extent deducted in the computation of Net Earnings.

EBITDA 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 EBITDA information has been included as one measure of the Company's operating performance and historical ability to service debt for the reason that the Company believes investors find the information useful because it reflects the resources available for strategic opportunities including, among others, to invest in the business, make strategic acquisitions and to service debt. EBITDA as defined by the Company may not be comparable to similarly titled measures reported by other companies.

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