10-Q

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 October 7, 2023.

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 November 7, 2023, the registrant had 34,623,737 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, in the Company's website-accessible conference calls with analysts, and investor presentations include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash” or “the Company”). These forward-looking statements may be identifiable by words or phrases indicating that the Company or management "expects," "projects," "anticipates," "plans," "believes," "intends," or "estimates," or that a particular occurrence or event "may," "could," "should," "will" or "will likely" result, occur or be pursued or "continue" in the future, that the "outlook", "trend", "guidance" or "target" 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.

Undue reliance should not be placed on the forward-looking statements contained in this Quarterly Report on Form 10-Q, SpartanNash’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other periodic reports filed with the Securities and Exchange Commission (“SEC”), which speak only as of the date made. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies may affect actual results and could cause actual results to differ materially. These risks and uncertainties include the Company's ability to compete in an extremely competitive industry; the Company's dependence on certain major customers; the Company's ability to implement its growth strategy and transformation initiatives; changes in relationships with the Company’s vendor base and supply chain disruptions; vulnerability to decreases in the supply and increases in the price of raw materials and labor, manufacturing, distribution and other costs; macroeconomic uncertainty, including rising inflation, potential economic recession, and increasing interest rates; difficulty attracting and retaining well-qualified Associates and effectively managing increased labor costs; customers to whom the Company extends credit or for whom the Company guarantees loans or lease obligations may fail to repay the Company; not achieving the Company’s strategy of growth through acquisitions and encountering difficulties successfully integrating acquired businesses that may not realize the anticipated benefits; the Company's ability to manage its private brand program for U.S. military commissaries, including the termination of the program or not achieving the desired results; disruptions to the Company's information security network, including security breaches and cyber-attacks; changes in the geopolitical conditions; instances of security threats, severe weather conditions and natural disasters; climate change and an increased focus by stakeholders on environmental sustainability and corporate responsibility; impacts to the Company’s business and reputation due to an increasing focus on environmental, social and governance matters; disruptions associated with disease outbreaks, such as the COVID-19 pandemic; impairment charges for goodwill or other long-lived assets; the Company's ability to successfully manage leadership transitions; interest rate fluctuations; the Company's ability to service its debt and to comply with debt covenants; the Company’s level of indebtedness; changes in government regulations; changes in the military commissary system, including its supply chain, or in the level of governmental funding; product recalls and other product-related safety concerns; labor relations issues; cost increases related to multi-employer pension plans and other postretirement plans; and other risks and uncertainties listed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K and in subsequent filings with the Securities and Exchange Commission.

This section and the discussions contained in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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. In addition, historical information should not be considered as an indicator of future performance.

2

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Earnings	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II.	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6.	Exhibits	32
	Signatures	33

3

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, Unaudited)

	October 7,		December 31,
	2023		2022
Assets
Current assets
Cash and cash equivalents	$	17,554	$	29,086
Accounts and notes receivable, net		427,275		404,016
Inventories, net		579,631		571,065
Prepaid expenses and other current assets		63,594		62,244
Total current assets		1,088,054		1,066,411
Property and equipment, net		616,320		610,220
Goodwill		182,160		182,160
Intangible assets, net		102,661		106,341
Operating lease assets		251,426		257,047
Other assets, net		93,155		84,382
Total assets	$	2,333,776	$	2,306,561
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	505,786	$	487,215
Accrued payroll and benefits		71,531		103,048
Other accrued expenses		53,267		62,465
Current portion of operating lease liabilities		43,372		45,453
Current portion of long-term debt and finance lease liabilities		8,410		6,789
Total current liabilities		682,366		704,970
Long-term liabilities
Deferred income taxes		78,318		66,293
Operating lease liabilities		231,809		239,062
Other long-term liabilities		28,212		33,376
Long-term debt and finance lease liabilities		535,804		496,792
Total long-term liabilities		874,143		835,523
Commitments and contingencies (Note 8)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares      authorized; 34,629 and 35,079 shares outstanding		457,830		468,061
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—		—
Accumulated other comprehensive income		5,155		2,979
Retained earnings		314,282		295,028
Total shareholders’ equity		777,267		766,068
Total liabilities and shareholders’ equity	$	2,333,776	$	2,306,561

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						40 Weeks Ended
	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Net sales	$	2,264,248		$	2,296,512		$	7,484,036		$	7,334,060
Cost of sales		1,916,709			1,945,302			6,337,449			6,178,024
Gross profit		347,539			351,210			1,146,587			1,156,036
Operating expenses
Selling, general and administrative		322,796			333,373			1,059,787			1,094,422
Acquisition and integration, net		2,130			(577	)		2,259			98
Restructuring and asset impairment, net		(458	)		(886	)		1,371			1,738
Total operating expenses		324,468			331,910			1,063,417			1,096,258
Operating earnings		23,071			19,300			83,170			59,778
Other expenses and (income)
Interest expense, net		9,280			6,051			30,218			14,764
Other, net		(786	)		(768	)		(2,510	)		(384	)
Total other expenses, net		8,494			5,283			27,708			14,380
Earnings before income taxes		14,577			14,017			55,462			45,398
Income tax expense		3,450			4,553			13,530			11,530
Net earnings	$	11,127		$	9,464		$	41,932		$	33,868
Net earnings per basic common share	$	0.33		$	0.27		$	1.22		$	0.96
Net earnings per diluted common share	$	0.32		$	0.26		$	1.20		$	0.93
Weighted average shares outstanding:
Basic		34,020			35,160			34,262			35,444
Diluted		34,523			36,145			34,967			36,398

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						40 Weeks Ended
	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Net earnings	$	11,127		$	9,464		$	41,932		$	33,868
Other comprehensive income (loss), before tax
Change in interest rate swap		3,625			—			4,770			—
Postretirement liability adjustment		(720	)		(687	)		(1,957	)		6,601
Total other comprehensive income (loss), before tax		2,905			(687	)		2,813			6,601
Income tax (expense) benefit related to items of other comprehensive income (loss)		(673	)		168			(637	)		(1,619	)
Total other comprehensive income (loss), after tax		2,232			(519	)		2,176			4,982
Comprehensive income	$	13,359		$	8,945		$	44,108		$	38,850

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			Income (Loss)			Earnings			Total
Balance at December 31, 2022		35,079		$	468,061		$	2,979		$	295,028		$	766,068
Net earnings		—			—			—			11,337			11,337
Other comprehensive loss		—			—			(1,557	)		—			(1,557	)
Dividends - $0.215 per share		—			—			—			(7,679	)		(7,679	)
Share repurchases		(435	)		(10,910	)		—			—			(10,910	)
Stock-based compensation		—			5,147			—			—			5,147
Stock warrant		—			607			—			—			607
Issuances of common stock for associate stock purchase plan		17			358			—			—			358
Issuances of restricted stock		425			—			—			—			—
Cancellations of stock-based awards		(151	)		(3,917	)		—			—			(3,917	)
Balance at April 22, 2023		34,935		$	459,346		$	1,422		$	298,686		$	759,454
Net earnings		—			—			—			19,468			19,468
Other comprehensive income		—			—			1,501			—			1,501
Dividends - $0.215 per share		—			—			—			(7,524	)		(7,524	)
Share repurchases		(330	)		(7,617	)		—			—			(7,617	)
Stock-based compensation		—			2,465			—			—			2,465
Stock warrant		—			353			—			—			353
Issuances of common stock for associate stock purchase plan and other stock-based awards		18			328			—			—			328
Issuances of restricted stock		10			—			—			—			—
Cancellations of stock-based awards		(15	)		(31	)		—			—			(31	)
Balance at July 15, 2023		34,618		$	454,844		$	2,923		$	310,630		$	768,397
Net earnings		—			—			—			11,127			11,127
Other comprehensive income		—			—			2,232			—			2,232
Dividends - $0.215 per share		—			—			—			(7,475	)		(7,475	)
Stock-based compensation		—			2,348			—			—			2,348
Stock warrant		—			319			—			—			319
Issuances of common stock for associate stock purchase plan		19			348			—			—			348
Issuances of restricted stock		11			—			—			—			—
Cancellations of stock-based awards		(19	)		(29	)		—			—			(29	)
Balance at October 7, 2023		34,629		$	457,830		$	5,155		$	314,282		$	777,267

See accompanying notes to condensed consolidated financial statements.

7

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED

(In thousands, Unaudited)

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			(Loss) Income			Earnings			Total
Balance at January 1, 2022		35,948		$	493,783		$	(1,455	)	$	290,541		$	782,869
Net earnings		—			—			—			19,289			19,289
Other comprehensive income		—			—			23			—			23
Dividends - $0.21 per share		—			—			—			(7,665	)		(7,665	)
Stock-based compensation		—			4,295			—			—			4,295
Stock warrant		—			673			—			—			673
Issuances of common stock for associate stock purchase plan		3			108			—			—			108
Issuances of restricted stock		369			—			—			—			—
Cancellations of stock-based awards		(180	)		(4,288	)		—			—			(4,288	)
Balance at April 23, 2022		36,140		$	494,571		$	(1,432	)	$	302,165		$	795,304
Net earnings		—			—			—			5,115			5,115
Other comprehensive income		—			—			5,478			—			5,478
Dividends - $0.21 per share		—			—			—			(7,561	)		(7,561	)
Share repurchases		(215	)		(6,573	)		—			—			(6,573	)
Stock-based compensation		—			1,397			—			—			1,397
Stock warrant		—			481			—			—			481
Issuance of common stock for associate stock purchase plan		4			104			—			—			104
Issuances of restricted stock		14			—			—			—			—
Cancellations of stock-based awards		(30	)		(23	)		—			—			(23	)
Balance at July 16, 2022		35,913		$	489,957		$	4,046		$	299,719		$	793,722
Net earnings		—			—			—			9,464			9,464
Other comprehensive loss		—			—			(519	)		—			(519	)
Dividends - $0.21 per share		—			—			—			(7,436	)		(7,436	)
Share repurchases		(543	)		(16,716	)		—			—			(16,716	)
Stock-based compensation		—			1,280			—			—			1,280
Stock warrant		—			505			—			—			505
Issuances of common stock for associate stock purchase plan		5			121			—			—			121
Issuances of restricted stock		4			—			—			—			—
Cancellations of stock-based awards		(20	)		(11	)		—			—			(11	)
Balance at October 8, 2022		35,359		$	475,136		$	3,527		$	301,747		$	780,410

See accompanying notes to condensed consolidated financial statements.

8

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited)

	40 Weeks Ended
	October 7, 2023			October 8, 2022
Cash flows from operating activities
Net earnings	$	41,932		$	33,868
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges		1,273			1,664
Depreciation and amortization		75,245			72,274
Non-cash rent		(2,760	)		(3,428	)
LIFO expense		22,445			42,916
Postretirement benefits income		(1,990	)		(367	)
Deferred income taxes		11,388			5,299
Stock-based compensation expense		9,960			6,972
Stock warrant		1,279			1,659
Loss (gain) on disposals of assets		304			(68	)
Other operating activities		1,308			1,501
Changes in operating assets and liabilities:
Accounts receivable		(23,071	)		(68,142	)
Inventories		(32,688	)		(140,698	)
Prepaid expenses and other assets		(3,558	)		(2,043	)
Accounts payable		37,517			54,682
Accrued payroll and benefits		(34,960	)		16,348
Current income taxes		(3,564	)		(350	)
Other accrued expenses and other liabilities		(4,380	)		(14,633	)
Net cash provided by operating activities		95,680			7,454
Cash flows from investing activities
Purchases of property and equipment		(86,212	)		(66,282	)
Net proceeds from the sale of assets		4,055			28,981
Acquisitions, net of cash acquired		(780	)		(9,408	)
Payments from customers on loans		1,097			1,103
Other investing activities		(163	)		(350	)
Net cash used in investing activities		(82,003	)		(45,956	)
Cash flows from financing activities
Proceeds from senior secured credit facility		1,044,242			1,057,633
Payments on senior secured credit facility		(1,017,484	)		(955,456	)
Repayment of other long-term debt and finance lease liabilities		(6,279	)		(5,116	)
Share repurchases		(18,527	)		(23,289	)
Net payments related to stock-based award activities		(3,977	)		(4,322	)
Dividends paid		(22,381	)		(22,458	)
Other financing activities		(803	)		(192	)
Net cash (used in) provided by financing activities		(25,209	)		46,800
Net (decrease) increase in cash and cash equivalents		(11,532	)		8,298
Cash and cash equivalents at beginning of period		29,086			10,666
Cash and cash equivalents at end of period	$	17,554		$	18,964

See accompanying notes to condensed consolidated financial statements.

9

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 December 31, 2022.

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 October 7, 2023, 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 third quarter and year-to-date periods of 2023 and 2022 include the results of operations of the Company for the 12- and 40-week periods ended October 7, 2023 and October 8, 2022, respectively.

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

As of October 7, 2023 and for the period then ended, there were no recently adopted accounting standards that had a material impact on the Company’s condensed consolidated financial statements. There were no recently issued accounting standards not yet adopted which would have a material effect on the Company’s condensed consolidated financial statements.

10

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 October 7, 2023						40 Weeks Ended October 7, 2023
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	623,273	$	256,550	$	879,823	$	2,054,415	$	832,202	$	2,886,617
Fresh (b)		488,929		243,198		732,127		1,651,191		811,825		2,463,016
Non-food (c)		465,473		120,149		585,622		1,535,880		386,993		1,922,873
Fuel		—		42,114		42,114		—		131,167		131,167
Other		24,325		237		24,562		79,562		801		80,363
Total	$	1,602,000	$	662,248	$	2,264,248	$	5,321,048	$	2,162,988	$	7,484,036
Type of customers:
Individuals	$	—	$	662,011	$	662,011	$	—	$	2,162,188	$	2,162,188
Independent retailers (d)		548,656		—		548,656		1,814,874		—		1,814,874
National accounts		504,971		—		504,971		1,741,407		—		1,741,407
Military (e)		538,790		—		538,790		1,729,221		—		1,729,221
Other		9,583		237		9,820		35,546		800		36,346
Total	$	1,602,000	$	662,248	$	2,264,248	$	5,321,048	$	2,162,988	$	7,484,036
	12 Weeks Ended October 8, 2022						40 Weeks Ended October 8, 2022
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	642,552	$	259,044	$	901,596	$	2,010,150	$	806,116	$	2,816,266
Fresh (b)		508,440		253,712		762,152		1,647,860		811,879		2,459,739
Non-food (c)		450,974		106,074		557,048		1,466,281		342,015		1,808,296
Fuel		—		47,567		47,567		—		159,514		159,514
Other		27,903		246		28,149		89,442		803		90,245
Total	$	1,629,869	$	666,643	$	2,296,512	$	5,213,733	$	2,120,327	$	7,334,060
Type of customers:
Individuals	$	—	$	666,415	$	666,415	$	—	$	2,119,553	$	2,119,553
Independent retailers (d)		554,191		—		554,191		1,787,685		—		1,787,685
National accounts		552,980		—		552,980		1,785,704		—		1,785,704
Military (e)		508,102		—		508,102		1,596,612		—		1,596,612
Other		14,596		228		14,824		43,732		774		44,506
Total	$	1,629,869	$	666,643	$	2,296,512	$	5,213,733	$	2,120,327	$	7,334,060
(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.
(d) Independent retailers include sales to manufacturers, brokers and distributors.
(e) Military represents the distribution of grocery products to U.S. military commissaries and exchanges, which primarily includes sales to manufacturers and brokers.

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 no 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 Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, 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.

11

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 due within 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 no 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 Credit Losses

Changes to the balance of the allowance for credit losses were as follows:

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at December 31, 2022	$	6,098		$	948	$	7,046
Changes in credit loss estimates		(1,314	)		439		(875	)
Write-offs charged against the allowance		(448	)		—		(448	)
Balance at October 7, 2023		4,336			1,387		5,723

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at January 1, 2022	$	4,414		$	731	$	5,145
Changes in credit loss estimates		903			—		903
Write-offs charged against the allowance		(756	)		—		(756	)
Balance at October 8, 2022		4,561			731		5,292

Note 4 – Goodwill and Other Intangible Assets

The Company has two reporting units, Wholesale and Retail. The carrying amount of goodwill recorded within the Wholesale reporting unit was $181.0 million and the value within the Retail reporting unit was $1.1 million as of both October 7, 2023 and December 31, 2022.

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and liquor licenses. The carrying amount of indefinite-lived intangible assets was $67.8 million as of both October 7, 2023 and December 31, 2022.

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.

Note 5 – Restructuring and Asset Impairment

The following table provides the activity of reserves for closed properties for the 40-week period ended October 7, 2023. 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 December 31, 2022	$	3,977		$	—		$	3,977
Provision for severance		—			21			21
Changes in estimates		(228	)		—			(228	)
Accretion expense		83			—			83
Payments		(836	)		(21	)		(857	)
Balance at October 7, 2023	$	2,996		$	—		$	2,996

12

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

	12 Weeks Ended						40 Weeks Ended
	October 7,			October 8,			October 7,			October 8,
(In thousands)	2023			2022			2023			2022
Asset impairment charges (a)	$	—		$	752		$	3,745		$	4,232
Provision for closing charges		—			857			—			857
Loss (gain) on sales of assets related to closed facilities (b)		120			(2,553	)		(2,470	)		(3,168	)
Provision for severance		1			—			21			9
Other (income) costs associated with site closures (c)		(4	)		58			596			(17	)
Lease termination adjustments (d)		—			—			—			(102	)
Changes in estimates (e)		(575	)		—			(521	)		(73	)
Total	$	(458	)	$	(886	)	$	1,371		$	1,738

(a) Asset impairment charges in the current year relate to two store closures within the Retail segment and impairment losses related to a distribution location that sustained significant storm damage within the Wholesale segment. In the prior year, asset impairment charges were incurred in the Retail segment and related to restructuring of the Retail segment's e-commerce delivery model and a store closure.

(b) Loss (gain) on sales of assets in the current year primarily relate to the sale of a store within the Retail segment. Gains on sales of assets in the prior year relates to the sales of real property of previously closed locations within the Wholesale and Retail segments.

(c) Other costs net activity in the current year primarily relate to Retail store closings. In the prior year, activity primarily relates to restructuring activity within the Wholesale segment and Retail store closings.

(d) Lease termination adjustments in the prior year relate to the gain recognized to terminate a lease agreement.

(e) Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations. The current quarter also included a $0.3 million gain for additional insurance proceeds received related to a distribution location that sustained significant storm damage within the Wholesale segment.

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 $7.4 million were measured at a fair value of $3.7 million, resulting in impairment charges of $3.7 million. In the prior year, long-lived assets with a book value of $4.3 million were measured at a fair value of $0.1 million, resulting in impairment charges of $4.2 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 and expected insurance recoveries, 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 the support of real estate brokers.

Note 6 – Fair Value Measurements

ASC 820, Fair Value Measurement, 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. For discussion of the fair value measurements related to goodwill, and long- or indefinite-lived asset impairment charges, refer to Notes 4 and 5. At October 7, 2023 and December 31, 2022, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	October 7,			December 31,
(In thousands)	2023			2022
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	8,410		$	6,789
Long-term debt and finance lease liabilities		540,147			501,419
Total book value of debt instruments		548,557			508,208
Fair value of debt instruments, excluding debt financing costs		545,025			507,668
Deficit of fair value over book value	$	(3,532	)	$	(540	)

13

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

The Company's interest rate swap agreement is considered a Level 2 instrument. The Company values the interest rate swap using standard models and observable market inputs including SOFR interest rates and discount rates, which are considered Level 2 inputs. The location and the fair value of the interest rate swap agreement in the condensed consolidated balance sheet is disclosed in Note 7.

Note 7 – Derivatives

Hedging of Interest Rate Risk

During the first quarter of 2023, the Company entered into an interest rate swap contract to mitigate its exposure to changes in variable interest rates. The Company's interest rate swap is designated as a cash flow hedge as of both the effective date, March 17, 2023, and as of October 7, 2023. The interest rate swap is reflected at its fair value in the condensed consolidated balance sheets. Refer to Note 6 for further information on the fair value of the interest rate swap.

Details of the pay-fixed, receive-floating interest rate swap contract as of October 7, 2023 are as follows:

Effective Date	Maturity Date	Notional Value (in millions)	Pay Fixed Rate	Receive Floating Rate	Floating Rate Reset Terms
March 17, 2023	November 17, 2027	$150	3.646%	One-Month CME Term SOFR	Monthly

The Company performed an initial quantitative assessment of hedge effectiveness using the change-in-variable-cash-flows method. Under this method, the Company assessed the effectiveness of the hedging relationship by comparing the present value of the cumulative change in the expected future cash flows on the variable leg of the interest rate swap with the present value of the cumulative change in the expected future interest cash flows on the variable-rate debt. The Company determined the interest rate swap to be highly effective. To assess for continued hedge effectiveness, the Company performs a retrospective and prospective qualitative assessment each quarter. The Company also monitors the credit risk of the counterparty on an ongoing basis. The change in the fair value of the interest rate swap is initially reported in "Other comprehensive income" in the condensed consolidated statements of comprehensive income and subsequently reclassified to earnings in "Interest expense, net" in the condensed consolidated statements of earnings when the hedged transactions affect earnings.

The location and the fair value of the interest rate swap in the condensed consolidated balance sheets as of October 7, 2023 is as follows:

		Derivative Fair Value
		October 7,
(In thousands)	Condensed Consolidated Balance Sheet Location	2023
Cash Flow Hedge:
Interest rate swap	Prepaid expenses and other current assets	$	2,489
Interest rate swap	Other assets, net		2,344
Interest rate swap	Accumulated other comprehensive income		3,652

The location and amount of gains recognized in the condensed consolidated statements of earnings for the interest rate swap, presented on a pre-tax basis, are as follows:

	12 Weeks Ended		40 Weeks Ended
	October 7,		October 7,
	2023		2023
(In thousands)	Interest expense, net		Interest expense, net
Total amounts of expense line items presented in the condensed consolidated statements of earnings in which the effects of cash flow hedges are recorded	$	9,280	$	30,218
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings		573		1,242

Note 8 – Commitments and Contingencies

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

14

The Company has contributed and is required to continue making contributions to the Central States Southeast and Southwest Pension Fund (the “Central States Plan” or the “Plan”), a multi-employer pension plan, based on obligations arising from certain of its collective bargaining agreements. If the Company were to cease making such contributions and triggered a withdrawal from the Plan, it is possible that the Company would be obligated to pay a withdrawal liability to the Plan if the Plan is underfunded at the time of such withdrawal.

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. On January 12, 2023, the Central States Plan received approximately $35.8 billion in Special Financial Assistance (“SFA”), inclusive of interest, which is designed to alleviate the risk of insolvency of the Plan.

Based on the most recent information available to the Company, management believes the value of assets held in trust to pay benefits covers the present value of actuarial accrued liabilities in the Central States Plan. Except with respect to the approved SFA, management is not aware of any significant change in funding levels in the Plan since December 31, 2022. Due to uncertainty regarding future factors that could trigger a withdrawal liability, as well as the absence of specific information regarding matters such as the Plan’s current financial situations, the Company is unable to determine with certainty the current amount of the Plan’s funding and/or SpartanNash’s current potential withdrawal liability exposure in the event of a future withdrawal from the Plan. Any adjustment for withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably determined.

Note 9 – Associate Retirement Plans

During the 12- and 40- week periods ended October 7, 2023, the Company recognized net periodic postretirement benefit income of $0.7 million and $2.2 million, respectively, related to the SpartanNash Retiree Medical Plan (“Retiree Medical Plan” or "Plan"). During the 12- and 40- week periods ended October 8, 2022 the Company recognized net periodic postretirement benefit income of $0.7 million and expense of $0.2 million, respectively, related to the Retiree Medical Plan.

Effective June 30, 2022, the Company has amended the Retiree Medical Plan. In connection with the amendment, the Company will make lump sum cash payments to all active and retired participants in lieu of future monthly benefits and reimbursements previously offered under the Plan. As a result of the amendment effective June 30, 2022, the Plan obligation was remeasured, resulting in a reduction to the obligation of $6.6 million and a corresponding prior service credit in AOCI, which will be amortized to net periodic postretirement benefit income over the remaining period until the final payment on July 1, 2024. During the 12- and 40- week periods ended October 7, 2023, the Company recognized $0.8 million and $2.5 million in net periodic postretirement benefit income related to the amortization of the prior service credit from AOCI. During the 12- and 40- week periods ended October 8, 2022, the Company recognized $0.8 million and $0.9 million in net periodic postretirement benefit income related to the amortization of the prior service credit from AOCI.

On July 1, 2023 and July 1, 2022, the Company made lump sum payments to retired participants totaling $1.3 million and $2.0 million, respectively. The payments constituted partial settlements of the Plan, which resulted in the recognition within net periodic postretirement expense of $0.3 million and $0.7 million on July 1, 2023 and July 1, 2022, respectively, related to the net actuarial loss within AOCI. The remaining payment, which relates to active participants, is expected to be made on or about July 1, 2024.

The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and/or highly compensated associates.

In the first quarter of the prior year, the Company realized a gain of $0.2 million related to a refund from the annuity provider associated with an ineligible participant previously included in the terminated SpartanNash Company Pension Plan. These amounts are included in “Other, net” in the condensed consolidated statements of earnings.

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 October 7, 2023 and October 8, 2022 were $2.3 million and $2.2 million, respectively. The Company's contributions during the 40-week periods ended October 7, 2023 and October 8, 2022 were $9.8 million and $9.1 million, respectively. See Note 8 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

Note 10 – Income Taxes

The effective income tax rate was 23.7% and 32.5% for the 12 weeks ended October 7, 2023 and October 8, 2022, respectively. The effective income tax rate was 24.4% and 25.4% for the 40 weeks ended October 7, 2023 and October 8, 2022, respectively.

15

The difference from the federal statutory rate in the current year and prior year quarters were primarily due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits. The difference from the federal statutory rate in the current year was primarily due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits, discrete tax benefits due to a change in contingencies and discrete tax benefits related to stock compensation. The difference in the federal statutory rate in the prior year was primarily due to state taxes, limitations on the deductibility of executive compensation and non-deductible expenses, partially offset by benefits associated with federal tax credits and discrete tax benefits related to stock compensation.

Note 11 – Stock-Based Compensation

Stock-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, performance shares, performance share units, dividend equivalent rights, and other stock-based and stock-related awards to directors, officers and other key associates.

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

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Restricted stock expense	$	1,771		$	1,280		$	8,468		$	6,972
Performance share unit expense		577			—			1,492			—
Income tax benefit		(593	)		(582	)		(3,502	)		(3,630	)
Stock-based compensation expense, net of tax	$	1,755		$	698		$	6,458		$	3,342

The following table summarizes activity in the stock incentive plans for the 40 weeks ended October 7, 2023:

				Weighted					Weighted
	Restricted			Average		Performance			Average
	Stock			Grant-Date		Share Unit			Grant-Date
	Awards			Fair Value		Awards			Fair Value
Outstanding at December 31, 2022		863,063		$	22.05		—		$	—
Granted		445,762			26.97		299,840			27.01
Vested		(432,150	)		21.16		—			—
Cancelled/Forfeited		(38,062	)		26.22		(2,803	)		27.24
Outstanding at October 7, 2023		838,613		$	24.94		297,037		$	27.01

As of October 7, 2023, total unrecognized compensation cost related to nonvested restricted stock awards granted under the Company’s stock incentive plans is $11.1 million and is expected to be recognized over a weighted average period of 1.9 years. As of October 7, 2023, total unrecognized compensation cost related to nonvested performance share unit awards granted under the Company’s stock incentive plans is $6.5 million and is expected to be recognized over a weighted average period of 2.2 years.

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 totaling 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 totaling up to 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 Warrant contains customary anti-dilution, down-round and change-in-control provisions. 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						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Warrant expense	$	319		$	505		$	1,279		$	1,659
Income tax benefit		(43	)		(46	)		(138	)		(187	)
Warrant expense, net of tax	$	276		$	459		$	1,141		$	1,472

16

The following table summarizes stock warrant activity for the 40 weeks ended October 7, 2023:

	Warrant
Outstanding and nonvested at December 31, 2022		3,479,849
Vested		(217,492	)
Outstanding and nonvested at October 7, 2023		3,262,357

As of October 7, 2023, total unrecognized cost related to nonvested warrant shares was $17.2 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 4.0 years. Warrants representing 2,174,915 shares are vested and exercisable. As of October 7, 2023, nonvested warrant shares had an intrinsic value of $17.1 million, and vested warrant shares had an intrinsic value of $11.4 million.

Note 12 – 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. The dilutive impact of both the restricted stock awards and warrants are presented below, as applicable. Weighted average restricted stock awards that were not included in the EPS calculations because they were anti-dilutive were 288,041 and 18,340 for the 12- and 40- week periods ended October 7, 2023, respectively. The performance share units are not currently dilutive. The following table sets forth the computation of basic and diluted net earnings per share:

	12 Weeks Ended						40 Weeks Ended
(In thousands, except per share amounts)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Numerator:
Net earnings	$	11,127		$	9,464		$	41,932		$	33,868
Adjustment for earnings attributable to participating securities		(81	)		(100	)		(333	)		(406	)
Net earnings used in calculating earnings per share	$	11,046		$	9,364		$	41,599		$	33,462
Denominator:
Weighted average shares outstanding, including participating securities		34,020			35,160			34,262			35,444
Adjustment for participating securities		(247	)		(370	)		(272	)		(425	)
Shares used in calculating basic earnings per share		33,773			34,790			33,990			35,019
Effect of dilutive stock warrant		432			792			614			784
Effect of dilutive restricted stock awards		72			193			91			170
Shares used in calculating diluted earnings per share		34,277			35,775			34,695			35,973
Basic earnings per share	$	0.33		$	0.27		$	1.22		$	0.96
Diluted earnings per share	$	0.32		$	0.26		$	1.20		$	0.93

Note 13 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	40 Weeks Ended
(In thousands)	October 7, 2023		October 8, 2022
Non-cash investing activities:
Capital expenditures included in accounts payable	$	6,458	$	6,341
Operating lease asset additions		34,815		16,227
Finance lease asset additions		13,492		16,204
Non-cash financing activities:
Recognition of operating lease liabilities		34,815		16,227
Recognition of finance lease liabilities		13,492		16,204
Other supplemental cash flow information:
Cash paid for interest		30,930		13,008

17

Note 14 – Segment Information

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

(In thousands)	Wholesale			Retail			Total
12 Weeks Ended October 7, 2023
Net sales to external customers	$	1,602,000		$	662,248		$	2,264,248
Inter-segment sales		274,540			434			274,974
Acquisition and integration		65			2,065			2,130
Restructuring and asset impairment, net		(293	)		(165	)		(458	)
Depreciation and amortization		12,151			10,891			23,042
Operating earnings		18,153			4,918			23,071
Capital expenditures		16,287			9,101			25,388
12 Weeks Ended October 8, 2022
Net sales to external customers	$	1,629,869		$	666,643		$	2,296,512
Inter-segment sales		280,892			274			281,166
Acquisition and integration, net		—			(577	)		(577	)
Restructuring and asset impairment, net		(2,088	)		1,202			(886	)
Depreciation and amortization		11,090			10,743			21,833
Operating earnings		14,015			5,285			19,300
Capital expenditures		9,642			10,209			19,851
40 Weeks Ended October 7, 2023
Net sales to external customers	$	5,321,048		$	2,162,988		$	7,484,036
Inter-segment sales		902,720			1,086			903,806
Acquisition and integration		189			2,070			2,259
Restructuring and asset impairment, net		688			683			1,371
Depreciation and amortization		39,165			36,080			75,245
Operating earnings		66,020			17,150			83,170
Capital expenditures		54,512			31,700			86,212
40 Weeks Ended October 8, 2022
Net sales to external customers	$	5,213,733		$	2,120,327		$	7,334,060
Inter-segment sales		904,144			675			904,819
Acquisitions and integration, net		—			98			98
Restructuring and asset impairment, net		(2,216	)		3,954			1,738
Depreciation and amortization		36,602			35,672			72,274
Operating earnings		54,834			4,944			59,778
Capital expenditures		34,867			31,415			66,282

(In thousands)	October 8, 2023		December 31, 2022
Total Assets
Wholesale	$	1,573,915	$	1,525,760
Retail		759,861		780,801
Total	$	2,333,776	$	2,306,561

18

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

This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Overview

SpartanNash, headquartered in Grand Rapids, Michigan, is a food solutions company that delivers the ingredients for a better life. Its core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate-owned retail stores, and U.S. military commissaries and exchanges; as well as operating a premier fresh produce distribution network and the Our Family® private label brand. SpartanNash serves customer locations in all 50 states and the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Iraq, Kuwait, Bahrain, Qatar, Djibouti, Korea and Japan.

The Company’s Wholesale segment provides a wide variety of nationally branded and private brand grocery products and perishable food products to independent retailers, national accounts, food service distributors, e-commerce providers, and the Company’s corporate owned retail store. The Company’s Wholesale segment also distributes grocery products to 160 military commissaries and over 400 exchanges worldwide. The Company is the exclusive supplier of private brand products to U.S. military commissaries, a partnership with DeCA which began in fiscal 2017.

As of the end of the third quarter, the Company’s Retail segment operated 144 corporate owned retail stores in the Midwest region primarily under the banners of Family Fare, Martin’s Super Markets and D&W Fresh Market. The Company also offered pharmacy services in 91 of its corporate owned retail stores (81 of the pharmacies are owned by the Company), operated three pharmacy locations not associated with corporate-owned retail locations and operated 36 fuel centers. The Company’s neighborhood market strategy distinguishes its corporate owned retail stores from supercenters and limited assortment stores.

All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will generally include the Easter holiday. 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 some geographies, corporate retail stores and independent retail customers are dependent on tourism, and therefore can be affected by seasons. The Company's revenues may also be impacted by weather patterns.

2023 Third Quarter Highlights

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

•Net sales of $2.26 billion, a decrease of 1.4%, compared to $2.30 billion in the prior year quarter.

•Retail comparable store sales increased 1.2% compared to the prior year quarter.

•Net earnings of $11.1 million, compared to $9.5 million in the prior year quarter.

•Adjusted EBITDA of $60.9 million, compared to $57.3 million in the prior year quarter.

•Cash generated from operating activities was $95.7 million during the year-to-date period of fiscal 2023 compared to $7.5 million in the year-to-date period of the prior year.

•Returned $40.9 million to shareholders during the year-to-date period of fiscal 2023 through $18.5 million in share repurchases and $22.4 million in dividends.

The Company believes that certain known or anticipated trends may cause future results to vary from historical results. The Company believes certain initiatives tied to its long-term plan including the supply chain transformation, merchandising transformation, and refreshed go-to-market strategy will favorably impact future results. The Company anticipates that additional investments in capital expenditures, and increased borrowings from the Company's senior secured credit facility, will be necessary to support these and other programs. Offsetting the Company's expectations of favorable future results are macroeconomic headwinds including economic uncertainty associated with inflation, labor costs, and interest rates. The Company continues to be exposed to inflationary impacts to other general areas including utilities, insurance and fuel costs.

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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						40 Weeks Ended				12 Weeks Ended			40 Weeks Ended
	October 7, 2023			October 8, 2022			October 7, 2023		October 8, 2022		October 7, 2023			October 7, 2023
Net sales		100.0			100.0			100.0		100.0		(1.4	)		2.0
Gross profit		15.3			15.3			15.3		15.8		(1.0	)		(0.8	)
Selling, general and administrative		14.3			14.5			14.2		14.9		(3.2	)		(3.2	)
Acquisition and integration, net		0.1			(0.0	)		0.0		0.0	**			**
Restructuring charges and asset impairment, net		(0.0	)		(0.0	)		0.0		0.0		(48.3	)		(21.1	)
Operating earnings		1.0			0.8			1.1		0.8		19.5			39.1
Other expenses		0.4			0.2			0.4		0.2		60.8			92.7
Earnings before income taxes		0.6			0.6			0.7		0.6		4.0			22.2
Income tax expense		0.2			0.2			0.2		0.2		(24.2	)		17.3
Net earnings		0.5			0.4			0.6		0.5		17.6			23.8

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							40 Weeks Ended
(In thousands)	October 7, 2023		October 8, 2022		Variance			October 7, 2023		October 8, 2022		Variance
Wholesale	$	1,602,000	$	1,629,869	$	(27,869	)	$	5,321,048	$	5,213,733	$	107,315
Retail		662,248		666,643		(4,395	)		2,162,988		2,120,327		42,661
Total net sales	$	2,264,248	$	2,296,512	$	(32,264	)	$	7,484,036	$	7,334,060	$	149,976

Net sales for the quarter ended October 7, 2023 (the “third quarter”) decreased $32.3 million, or 1.4%, to $2.26 billion from $2.30 billion in the quarter ended October 8, 2022 (the “prior year quarter”). Net sales for the year-to-date period ended October 7, 2023 (the "year-to-date period") increased $150.0 million, or 2.0%, to $7.48 billion from $7.33 billion in the year-to-date period ended October 8, 2022 (the "prior year-to-date-period"). The decrease during the current quarter reflected sales declines in both the Wholesale and Retail segments, which were unfavorably impacted by a reduction in volume and partially offset by higher pricing from inflationary trends. The year-to-date increase reflected sales growth in both the Wholesale and Retail segments, which were favorably impacted by higher pricing from inflationary trends and partially offset by lower volumes.

Wholesale net sales decreased $27.9 million, or 1.7% to $1.60 billion in the third quarter from $1.63 billion in the prior year quarter. Wholesale net sales for the year-to-date period increased $107.3 million, or 2.1%, to $5.32 billion from $5.21 billion in the prior year-to-date period. The decrease in the current quarter was due primarily to marketplace demand changes from a certain national account customer. The increase in the year-to-date period was primarily due to the inflationary impact on pricing, partially offset by a decrease led by marketplace demand changes from a certain national account customer. Overall case volumes for the segment were down in the current quarter and current year-to-date period compared to the prior year by 5.4% and 4.2%, respectively.

Retail net sales decreased $4.4 million, or 0.7%, to $662.2 million in the third quarter from $666.6 million in the prior year quarter. Net sales for the year-to-date period increased $42.7 million, or 2.0%, to $2.16 billion from $2.12 billion in the prior year-to-date period. Comparable store sales grew 1.2% and 3.6% for the current quarter and current year-to-date periods, respectively. The comparable store sales growth was due primarily to the inflationary impact on pricing, which included an offsetting 6.0% and 5.8% decline in unit volumes in the current quarter and current year-to-date periods, respectively. Additionally, lower fuel sales reduced reported net sales by 0.8% and 1.3% in the current quarter and current year-to-date periods, respectively. 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. 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.

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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. 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 Wholesale segment includes shipping and handling costs in the Selling, general and administrative section of operating expenses in the consolidated statements of earnings.

Gross profit decreased $3.7 million, or 1.0%, to $347.5 million in the third quarter from $351.2 million in the prior year quarter. As a percent of net sales, gross profit for the current quarter was 15.35% compared to 15.29% in the prior year quarter. The gross profit decline was driven by lower volumes. The gross profit rate increase in the current quarter was driven by lower last-in-first-out ("LIFO") expense and benefits realized from the merchandising transformation initiative. These benefits were mostly offset by the anticipated lower inflation-related price change benefits in the Wholesale segment compared to elevated levels in the prior year quarter and lower pharmacy margins in the Retail segment. LIFO expense decreased $8.3 million, or 36 basis points, compared to the prior year quarter. Gross profit for the year-to-date period decreased $9.4 million, or 0.8% from $1.16 billion in the prior year-to-date period to $1.15 billion in the current year. As a percent of net sales, gross profit for the year-to-date period was 15.32% compared to 15.76% in the prior year-to-date period. The gross profit decline was driven by lower volumes. In addition, the gross profit rate decrease in the year-to-date period was driven by lower inflation-related price change benefits in the Wholesale segment compared to elevated levels in the prior year, partially offset by benefits realized from the merchandising transformation initiative and a decline in LIFO expense. LIFO expense decreased $20.5 million, or 29 basis points, compared to the prior year-to-date period.

Selling, General and Administrative Expenses – Selling, general and administrative (“SG&A”) expenses consist primarily of operating costs related to retail and supply chain operations, including salaries and wages, employee benefits, facility costs, shipping and handling, equipment rental, depreciation, and out-bound freight, in addition to corporate administrative expenses.

SG&A expenses for the third quarter decreased $10.6 million, or 3.2%, to $322.8 million from $333.4 million in the prior year quarter, representing 14.3% of net sales in the third quarter compared to 14.5% in the prior year quarter. SG&A expense for the year-to-date period decreased $34.6 million, or 3.2% to $1.06 billion, from $1.09 billion in the prior year-to-date period, representing 14.2% in the current year-to-date period compared to 14.9% as a percentage of net sales in the prior year-to-date period. The decreases in selling, general and administrative expenses as a rate of sales was due primarily to lower incentive compensation expense compared to the prior year and a reduction in the supply chain expense rates as a result of efficiencies realized from the Company's supply chain transformation initiative. These decreases were partially offset by organizational realignment costs related to the previously announced go-to-market plan.

Acquisition and Integration, net – Third quarter and prior year quarter results included net charges of $2.1 million and net gains of $0.6 million, respectively. Acquisition and integration expenses for the year-to-date periods ended October 7, 2023 and October 8, 2022 included charges of $2.3 million and $0.1 million, respectively. Current year activity primarily consists of expenses associated with the Company's acquisition efforts within the Retail segment. The prior year quarter activity primarily consisted of a gain from the reversal of a litigation accrual within the Retail segment. Prior year-to-date expense is primarily related to an acquisition within the Retail segment, partially offset by the reversal of the litigation accrual in the prior year quarter.

Restructuring and Asset Impairment, net – Third quarter and prior year quarter results included net gains of $0.5 million and $0.9 million, respectively. The year-to-date period and prior year-to-date period included charges of $1.4 million and $1.7 million, respectively. The current quarter gain primarily relates to a $0.3 million gain for additional insurance proceeds related to a distribution location that sustained significant storm damage within the Wholesale segment, in addition to revised estimates for turnover and other lease ancillary costs associated with previously closed locations. The year-to-date net charges primarily relate to two store closures within the Retail segment and impairment losses related to a distribution location that sustained significant storm damage within the Wholesale segment, partially offset by the sale of a store within the Retail segment. The prior year quarter income was primarily due to gains on the sales of real property of previously closed locations within both segments, partially offset by Retail store closing charges and asset impairment charges related to the restructuring of the Retail segment's e-commerce delivery model. The prior year-to-date expense primarily consists of asset impairment charges related to the restructuring of the Retail segment's e-commerce delivery model and Retail store closing charges, partially offset by a gain on sales of assets related to the sale of real property of previously closed locations in both segments.

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Operating Earnings – The following table presents operating earnings by segment and variances in operating earnings.

	12 Weeks Ended							40 Weeks Ended
(In thousands)	October 7, 2023		October 8, 2022		Variance			October 7, 2023		October 8, 2022		Variance
Wholesale	$	18,153	$	14,015	$	4,138		$	66,020	$	54,834	$	11,186
Retail		4,918		5,285		(367	)		17,150		4,944		12,206
Total operating earnings	$	23,071	$	19,300	$	3,771		$	83,170	$	59,778	$	23,392

Operating earnings increased $3.8 million, or 19.5% to $23.1 million in the third quarter from $19.3 million in the prior year quarter. Operating earnings for the year-to-date period increased $23.4 million, or 39.1%, to $83.2 million from $59.8 million in the prior year-to-date period. The increases in operating earnings was due to the changes in net sales, gross profit and operating expenses discussed above.

Wholesale operating earnings increased $4.1 million, or 29.5%, to $18.2 million in the third quarter from $14.0 million in the prior year quarter. Operating earnings for the year-to-date period increased $11.2 million, or 20.4%, to $66.0 million from $54.8 million in the prior year-to-date period. The increases in operating earnings were due to benefits realized from the merchandising transformation initiative, lower incentive compensation as well as efficiencies realized from the Company's supply chain transformation initiative. The increases in operating earnings were partially offset by the anticipated lower inflation-related price change benefits compared to elevated levels in the prior year.

Retail operating earnings decreased $0.4 million, or 6.9%, to $4.9 million in the third quarter from $5.3 million in the prior year quarter. Operating earnings for the year-to-date period increased $12.2 million, to $17.2 million from $4.9 million in the prior year-to-date period. The decrease in operating earnings in the current quarter was due to higher acquisition and integration expenses, a decline in unit volume, and lower pharmacy margin rates. This was partially offset by lower incentive compensation and reduced asset impairment and restructuring charges. The increase in operating earnings in the year-to-date period was due to higher gross margin driven by inflation, lower incentive compensation and reduced asset impairment and restructuring charges, partially offset by a decline in unit volume.

Interest Expense – Interest expense increased $3.2 million, or 53.4%, to $9.3 million in the third quarter from $6.1 million in the prior year quarter. Interest expense for the year-to-date period increased $15.5 million, or 104.7%, to $30.2 million from $14.8 million in the prior year-to-date period. Higher interest rates on the Company's credit facility were driven by federal monetary policy tightening and accounted for $2.5 million and $12.6 million of the increase in interest expense in the quarterly and year-to-date periods, respectively.

Income Taxes – The effective income tax rates were 23.7% and 32.5% for the third quarter and prior year quarter, respectively. For the year-to-date period and prior year-to-date period, the effective tax rates were 24.4% and 25.4%, respectively. The difference from the federal statutory rate in the current year and prior year quarters were primarily due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits. The difference from the federal statutory rate in the current year was primarily due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits, discrete tax benefits due to a change in contingencies and discrete tax benefits related to stock compensation. The difference in the federal statutory rate in the prior year was primarily due to state taxes, limitations on the deductibility of executive compensation and non-deductible expenses, partially offset by benefits associated with federal tax credits and discrete tax benefits related to stock compensation.

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, as well as per diluted share (“adjusted EPS”), net long-term debt, total capital, 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.

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Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, organizational realignment, severance associated with cost reduction initiatives, a non-routine settlement related to a legal matter resulting from a previously closed operation that was resolved during the year and operating and non-operating costs associated with the postretirement plan amendment and settlement. Current year organizational realignment includes consulting and severance costs associated with the Company's change in its go-to-market strategy as part of its long-term plan, which relates to the reorganization of certain functions. Costs related to the postretirement plan amendment and settlement include non-operating expenses associated with amortization of the prior service credit related to the amendment of the retiree medical plan, which are excluded from adjusted earnings from continuing operations. Postretirement plan amendment and settlement costs also include operating expenses related to payroll taxes which are adjusted out of all non-GAAP financial measures. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other things, LIFO expense, costs related to shareholder activism, organizational realignment, operating and non-operating costs associated with the postretirement plan amendment and settlement, and severance associated with cost reduction initiatives. Costs related to shareholder activism include consulting, and other expenses incurred in relation to shareholder activism activities. Organizational realignment includes benefits for associates terminated as part of leadership transition plans, which do not meet the definition of reduction-in-force.

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.

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Following is a reconciliation of operating earnings to adjusted operating earnings for the 12 and 40 weeks ended October 7, 2023 and October 8, 2022.

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023		October 8, 2022
Operating earnings	$	23,071		$	19,300		$	83,170	$	59,778
Adjustments:
LIFO expense		6,606			14,884			22,445		42,916
Acquisition and integration, net		2,130			(577	)		2,259		98
Restructuring and asset impairment, net		(458	)		(886	)		1,371		1,738
Organizational realignment, net		2,681			588			4,710		1,859
Severance associated with cost reduction initiatives		39			54			311		795
Legal settlement		—			—			900		—
Postretirement plan amendment and settlement		—			—			94		133
Costs related to shareholder activism		—			—			—		7,335
Adjusted operating earnings	$	34,069		$	33,363		$	115,260	$	114,652
Wholesale:
Operating earnings	$	18,153		$	14,015		$	66,020	$	54,834
Adjustments:
LIFO expense		4,411			12,959			16,734		35,138
Acquisition and integration, net		65			—			189		—
Restructuring and asset impairment, net		(293	)		(2,088	)		688		(2,216	)
Organizational realignment, net		1,673			367			2,939		1,160
Severance associated with cost reduction initiatives		39			43			296		662
Legal settlement		—			—			900		—
Postretirement plan amendment and settlement		—			—			59		83
Costs related to shareholder activism		—			—			—		4,577
Adjusted operating earnings	$	24,048		$	25,296		$	87,825	$	94,238
Retail:
Operating earnings	$	4,918		$	5,285		$	17,150	$	4,944
Adjustments:
LIFO expense		2,195			1,925			5,711		7,778
Acquisition and integration, net		2,065			(577	)		2,070		98
Restructuring and asset impairment, net		(165	)		1,202			683		3,954
Organizational realignment, net		1,008			221			1,771		699
Severance associated with cost reduction initiatives		—			11			15		133
Postretirement plan amendment and settlement		—			—			35		50
Costs related to shareholder activism		—			—			—		2,758
Adjusted operating earnings	$	10,021		$	8,067		$	27,435	$	20,414

Adjusted Earnings from Continuing Operations

Adjusted earnings from continuing operations, as well as per diluted share ("adjusted EPS"), is a non-GAAP operating financial measure that the Company defines as net 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 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 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 definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

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Following is a reconciliation of net earnings to adjusted earnings from continuing operations for the 12 weeks ended October 7, 2023 and October 8, 2022.

	12 Weeks Ended
	October 7, 2023					October 8, 2022
				per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share		Earnings			share
Net earnings	$	11,127		$	0.32	$	9,464		$	0.26
Adjustments:
LIFO expense		6,606					14,884
Acquisition and integration, net		2,130					(577	)
Restructuring and asset impairment, net		(458	)				(886	)
Organizational realignment, net		2,681					588
Severance associated with cost reduction initiatives		39					54
Postretirement plan amendment and settlement		(762	)				(763	)
Total adjustments		10,236					13,300
Income tax effect on adjustments (a)		(2,600	)				(2,725	)
Total adjustments, net of taxes		7,636			0.22		10,575			0.29
Adjusted earnings from continuing operations	$	18,763		$	0.54	$	20,039		$	0.55
	40 Weeks Ended
	October 7, 2023					October 8, 2022
				per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share		Earnings			share
Net earnings	$	41,932		$	1.20	$	33,868		$	0.93
Adjustments:
LIFO expense		22,445					42,916
Acquisition and integration, net		2,259					98
Restructuring and asset impairment, net		1,371					1,738
Organizational realignment, net		4,710					1,859
Severance associated with cost reduction initiatives		311					795
Pension refund from annuity provider		—					(200	)
Postretirement plan amendment and settlement		(2,411	)				(18	)
Legal settlement		900					—
Costs related to shareholder activism		—					7,335
Total adjustments		29,585					54,523
Income tax effect on adjustments (a)		(7,525	)				(13,870	)
Total adjustments, net of taxes		22,060			0.63		40,653			1.12
Adjusted earnings from continuing operations	$	63,992		$	1.83	$	74,521		$	2.05

(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.

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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.

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.

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Following is a reconciliation of net earnings to adjusted EBITDA for the 12 and 40 weeks ended October 7, 2023 and October 8, 2022.

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Net earnings	$	11,127		$	9,464		$	41,932		$	33,868
Income tax expense		3,450			4,553			13,530			11,530
Other expenses, net		8,494			5,283			27,708			14,380
Operating earnings		23,071			19,300			83,170			59,778
Adjustments:
LIFO expense		6,606			14,884			22,445			42,916
Depreciation and amortization		23,042			21,833			75,245			72,274
Acquisition and integration, net		2,130			(577	)		2,259			98
Restructuring and asset impairment, net		(458	)		(886	)		1,371			1,738
Cloud computing amortization		1,259			925			3,685			2,694
Organizational realignment, net		2,681			588			4,710			1,859
Severance associated with cost reduction initiatives		39			54			311			795
Stock-based compensation		2,461			1,370			10,073			7,208
Stock warrant		319			505			1,279			1,659
Non-cash rent		(531	)		(764	)		(2,094	)		(2,691	)
Loss (gain) on disposal of assets		258			63			304			(68	)
Legal settlement		—			—			900			—
Postretirement plan amendment and settlement		—			—			94			133
Costs related to shareholder activism		—			—			—			7,335
Adjusted EBITDA	$	60,877		$	57,295		$	203,752		$	195,728
Wholesale:
Operating earnings	$	18,153		$	14,015		$	66,020		$	54,834
Adjustments:
LIFO expense		4,411			12,959			16,734			35,138
Depreciation and amortization		12,151			11,090			39,165			36,602
Acquisition and integration, net		65			—			189			—
Restructuring and asset impairment, net		(293	)		(2,088	)		688			(2,216	)
Cloud computing amortization		834			645			2,499			1,873
Organizational realignment, net		1,673			367			2,939			1,160
Severance associated with cost reduction initiatives		39			43			296			662
Stock-based compensation		1,621			894			6,615			4,743
Stock warrant		319			505			1,279			1,659
Non-cash rent		—			(92	)		(138	)		(288	)
Loss (gain) on disposal of assets		24			(26	)		(11	)		(184	)
Legal settlement		—			—			900			—
Postretirement plan amendment and settlement		—			—			59			83
Costs related to shareholder activism		—			—			—			4,577
Adjusted EBITDA	$	38,997		$	38,312		$	137,234		$	138,643
Retail:
Operating earnings	$	4,918		$	5,285		$	17,150		$	4,944
Adjustments:
LIFO expense		2,195			1,925			5,711			7,778
Depreciation and amortization		10,891			10,743			36,080			35,672
Acquisition and integration, net		2,065			(577	)		2,070			98
Restructuring and asset impairment, net		(165	)		1,202			683			3,954
Cloud computing amortization		425			280			1,186			821
Organizational realignment, net		1,008			221			1,771			699
Severance associated with cost reduction initiatives		—			11			15			133
Stock-based compensation		840			476			3,458			2,465
Non-cash rent		(531	)		(672	)		(1,956	)		(2,403	)
Loss on disposal of assets		234			89			315			116
Postretirement plan amendment and settlement		—			—			35			50
Costs related to shareholder activism		—			—			—			2,758
Adjusted EBITDA	$	21,880		$	18,983		$	66,518		$	57,085

27

Liquidity and Capital Resources

Cash Flow Information

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

	40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022
Cash flow activities
Net cash provided by operating activities	$	95,680		$	7,454
Net cash used in investing activities		(82,003	)		(45,956	)
Net cash (used in) provided by financing activities		(25,209	)		46,800
Net (decrease) increase in cash and cash equivalents		(11,532	)		8,298
Cash and cash equivalents at beginning of the period		29,086			10,666
Cash and cash equivalents at end of the period	$	17,554		$	18,964

Net cash provided by operating activities. Net cash provided by operating activities increased $88.2 million in the current year-to-date period compared to the prior year-to-date period, due primarily to improvements in working capital.

Net cash used in investing activities. Net cash used in investing activities increased $36.0 million in the current year compared to the prior year primarily due to net proceeds received from the sale of assets in the prior year and an increase in capital expenditures in the current year in line with the Company's long-term plan, partially offset by an acquisition within the Retail segment in the prior year.

Capital expenditures were $86.2 million in the current year and cloud computing application development spend, which is included in operating activities, was $4.1 million, compared to capital expenditures of $66.3 million and cloud computing application development spend of $3.2 million in the prior year. The Wholesale and Retail segments utilized 63.2% and 36.8% of capital expenditures, respectively, in the current year.

Net cash (used in) provided by financing activities. Net cash (used in) provided by financing activities increased $72.0 million in the current year compared to the prior year, primarily due to an increased rate of borrowing in the prior year on the senior credit facility.

Debt Management

Total debt, including finance lease liabilities, was $544.2 million and $503.6 million as of October 7, 2023 and December 31, 2022, respectively. The increase in total debt was due to additional net borrowings on the senior credit facility to fund working capital changes, purchases of property, plant and equipment and share repurchases.

Liquidity

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility, which includes Tranche A revolving loans, with a borrowing capacity of $1.09 billion, and Tranche A-1 revolving loans, with a borrowing capacity of $40 million. As of October 7, 2023, the senior secured credit facility had outstanding borrowings of $472.6 million. During the first quarter, the Company increased the borrowing capacity of Tranche A revolving loans by $115.0 million to $1.09 billion from $975.0 million through the addition of two new lenders. This expansion of borrowing capacity aligns with the Company's recent growth and provides flexibility to support the Company's strategic long-term plans, including both organic and inorganic investments.

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 $518.2 million at October 7, 2023. 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 $17.7 million were outstanding as of October 7, 2023. The credit facility matures November 17, 2027 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 1.59-to-1 at October 7, 2023 compared to 1.51-to-1 at December 31, 2022, and its investment in working capital was $405.7 million at October 7, 2023 compared to $361.4 million at December 31, 2022. The net long-term debt to total capital ratio was 0.40-to-1 at October 7, 2023 compared to 0.38-to-1 at December 31, 2022.

28

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 long-term debt to total 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 October 7, 2023 and December 31, 2022.

(In thousands)	October 7, 2023			December 31, 2022
Current portion of long-term debt and finance lease liabilities	$	8,410		$	6,789
Long-term debt and finance lease liabilities		535,804			496,792
Total debt		544,214			503,581
Cash and cash equivalents		(17,554	)		(29,086	)
Net long-term debt	$	526,660		$	474,495

Following is a reconciliation of "Net long-term debt" and "Total shareholders' equity" to Total capital as of October 7, 2023 and December 31, 2022.

(In thousands)	October 7, 2023		December 31, 2022
Net long-term debt	$	526,660	$	474,495
Total shareholders' equity		777,267		766,068
Total capital	$	1,303,927	$	1,240,563

For information on material cash requirements, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. At October 7, 2023, there have been no significant changes to the Company’s material cash requirements outside the ordinary course of business.

Cash Dividends

During the quarter ended October 7, 2023, the Company declared $7.5 million in dividends. A 2.4% increase in the quarterly dividend rate from $0.21 per share to $0.215 per share was approved by the Board of Directors and announced on March 1, 2023. 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 15% 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 October 7, 2023. These commitments consist primarily of purchase commitments, standby letters of credit of $17.7 million as of October 7, 2023, 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 December 31, 2022 should be reviewed as they are integral to understanding the Company’s financial condition and results of operations. The Company has discussed the development, selection and disclosure of these accounting policies with the Audit Committee of the Board of Directors. The accompanying financial statements are prepared using the same critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

29

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 December 31, 2022, with the exception of the interest rate swap entered into during the first quarter of 2023 described below.

As of October 7, 2023, the Company maintained an interest rate swap agreement with a maturity date of November 17, 2027 with an aggregate notional amount totaling $150 million. An interest rate swap is an agreement that effectively converts a portion of the variable interest payable on $150 million of the Company's outstanding debt to a fixed rate. The fixed interest rate for the interest rate swap is 3.646%. The variable rate leg of the interest rate swap is the one-month Secured Overnight Financing Rate (SOFR). As of October 7, 2023, the fair value of the interest rate swap was recorded in "Prepaid expenses and other current assets" and "Other assets, net" for $2.5 million and $2.3 million, respectively, and "Accumulated other comprehensive income" for $3.7 million, net of tax.

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 Exchange Act) was performed as of October 7, 2023 (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”), Chief Financial Officer (“CFO”) and Corporate Controller. As of the Evaluation Date, SpartanNash Company’s management, including the CEO, CFO and Corporate Controller, 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 third quarter of 2023 there were no changes that materially affected, or were reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

The information required by this Part II, Item 1 is incorporated by reference to the information set forth under the caption “Commitments and Contingencies” in Note 8 in the notes to condensed consolidated financial statements included in this report.

ITEM 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K (2022 10-K) for the year ended December 31, 2022 filed with Securities and Exchange Commission. You should carefully consider the risks included in our 2022 10-K, together with all the other information in this Quarterly Report on Form 10-Q, including the forward-looking statements which appear at the beginning of this report.

30

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

On February 24, 2022, the Board of Directors authorized the repurchase of common shares in connection with a $50 million share repurchase program, which expires on February 22, 2027. There were not any repurchases of common stock made under this program during the third quarter of 2023. At October 7, 2023, $25.5 million remains available under the program. Repurchases of common stock 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. The Company plans to return value to shareholders through share repurchases under this program as well as continuing regular dividends.

Fiscal Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Dollar Value of Shares Yet to be Purchased Under the Plans or Programs (in thousands)
July 16 - August 12, 2023
Employee Transactions		89	$	23.47	N/A			N/A
Repurchase Program		—	$	—		—	$		25,467
August 13 - September 9, 2023
Employee Transactions		418	$	22.14	N/A			N/A
Repurchase Program		—	$	—		—	$		25,467
September 10 - October 7, 2023
Employee Transactions		94	$	21.04	N/A			N/A
Repurchase Program		—	$	—		—	$		25,467
Total for quarter ended October 7, 2023
Employee Transactions		601	$	22.16	N/A			N/A
Repurchase Program		—	$	—		—	$		25,467

31

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 Current Report of Form 8-K filed on August 25, 2023.
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 October 7, 2023, has been formatted in Inline XBRL.

32

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 hereunto duly authorized.

	SPARTANNASH COMPANY (Registrant)
Date: November 9, 2023	By	/s/ Jason Monaco
		Jason Monaco Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: November 9, 2023	By	/s/ R. Todd Riksen
		R. Todd Riksen Vice President and Corporate Controller (Principal Accounting Officer)

33

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Tony B. Sarsam, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SpartanNash Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2023	/s/ Tony B. Sarsam
	Tony B. Sarsam President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jason Monaco, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SpartanNash Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2023	/s/ Jason Monaco
	Jason Monaco Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of SpartanNash Company (the “Company”) that the Quarterly Report of the Company on Form 10-Q for the accounting period ended October 7, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

This Certificate is given pursuant to 18 U.S.C. § 1350 and for no other purpose.

Dated: November 9, 2023	/s/ Tony B. Sarsam
	Tony B. Sarsam President and Chief Executive Officer (Principal Executive Officer)
Dated: November 9, 2023	/s/ Jason Monaco
	Jason Monaco Executive Vice President and Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement has been provided to SpartanNash Company and will be retained by SpartanNash Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Oct. 07, 2023	Nov. 07, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 07, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Trading Symbol	SPTN
Entity Registrant Name	SPARTANNASH COMPANY
Entity Central Index Key	0000877422
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		34,623,737
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity File Number	000-31127
Entity Tax Identification Number	38-0593940
Entity Address, Address Line One	850 76th Street, S.W.
Entity Address, Address Line Two	P.O. Box 8700
Entity Address, City or Town	Grand Rapids
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49518
City Area Code	616
Local Phone Number	878-2000
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	MI
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, no par value
Security Exchange Name	NASDAQ

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Oct. 07, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 17,554	$ 29,086
Accounts and notes receivable, net	427,275	404,016
Inventories, net	579,631	571,065
Prepaid expenses and other current assets	63,594	62,244
Total current assets	1,088,054	1,066,411
Property and equipment, net	616,320	610,220
Goodwill	182,160	182,160
Intangible assets, net	102,661	106,341
Operating lease assets	251,426	257,047
Other assets, net	93,155	84,382
Total assets	2,333,776	2,306,561
Current liabilities
Accounts payable	505,786	487,215
Accrued payroll and benefits	71,531	103,048
Other accrued expenses	53,267	62,465
Current portion of operating lease liabilities	43,372	45,453
Current portion of long-term debt and finance lease liabilities	8,410	6,789
Total current liabilities	682,366	704,970
Long-term liabilities
Deferred income taxes	78,318	66,293
Operating lease liabilities	231,809	239,062
Other long-term liabilities	28,212	33,376
Long-term debt and finance lease liabilities	535,804	496,792
Total long-term liabilities	874,143	835,523
Commitments and contingencies (Note 8)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 34,629 and 35,079 shares outstanding	457,830	468,061
Preferred stock, no par value, 10,000 shares authorized, no shares outstanding	0	0
Accumulated other comprehensive income	5,155	2,979
Retained earnings	314,282	295,028
Total shareholders’ equity	777,267	766,068
Total liabilities and shareholders’ equity	$ 2,333,776	$ 2,306,561

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Oct. 07, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	34,629,000	35,079,000
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Income Statement [Abstract]
Net sales	$ 2,264,248	$ 2,296,512	$ 7,484,036	$ 7,334,060
Cost of sales	1,916,709	1,945,302	6,337,449	6,178,024
Gross profit	347,539	351,210	1,146,587	1,156,036
Operating expenses
Selling, general and administrative	322,796	333,373	1,059,787	1,094,422
Acquisition and integration, net	2,130	(577)	2,259	98
Restructuring and asset impairment, net	(458)	(886)	1,371	1,738
Total operating expenses	324,468	331,910	1,063,417	1,096,258
Operating earnings	23,071	19,300	83,170	59,778
Other expenses and (income)
Interest expense , net	9,280	6,051	30,218	14,764
Other, net	(786)	(768)	(2,510)	(384)
Total other expenses, net	8,494	5,283	27,708	14,380
Earnings before income taxes	14,577	14,017	55,462	45,398
Income tax expense	3,450	4,553	13,530	11,530
Net earnings	$ 11,127	$ 9,464	$ 41,932	$ 33,868
Basic earnings per share:
Earnings from continuing operations	$ 0.33	$ 0.27	$ 1.22	$ 0.96
Net earnings	0.33	0.27	1.22	0.96
Diluted earnings per share:
Earnings from continuing operations	0.32	0.26	1.2	0.93
Net earnings	$ 0.32	$ 0.26	$ 1.2	$ 0.93
Weighted average shares outstandin Basic	34,020	35,160	34,262	35,444
Weighted average shares outstanding Diluted	34,523	36,145	34,967	36,398

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Statement of Comprehensive Income [Abstract]
Net earnings	$ 11,127	$ 9,464	$ 41,932	$ 33,868
Other comprehensive income (loss), before tax
Change in interest rate swap	3,625	0	4,770	0
Postretirement liability adjustment	(720)	(687)	(1,957)	6,601
Total other comprehensive income (loss), before tax	2,905	(687)	2,813	6,601
Income tax (expense) benefit related to items of other comprehensive (loss) income	(673)	168	(637)	(1,619)
Total other comprehensive income (loss), after tax	2,232	(519)	2,176	4,982
Comprehensive income	$ 13,359	$ 8,945	$ 44,108	$ 38,850

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock	Accumulated Other Comprehensive Income (Loss)	Retained Earnings
Balance, value at Jan. 01, 2022	$ 782,869,000	$ 493,783,000	$ (1,455,000)	$ 290,541,000
Balance, shares at Jan. 01, 2022		35,948,000
Net earnings	19,289,000			19,289,000
Other comprehensive income	23,000		23,000
Dividends	(7,665,000)			(7,665,000)
Stock-based compensation	4,295,000	$ 4,295,000
Stock warrant	673,000	673,000
Issuances of common stock for associate stock purchase plan, value	108,000	$ 108,000
Issuances of common stock for associate stock purchase plan, shares		3,000
Issuances of restricted stock, shares		369,000
Cancellations of stock-based awards, value	(4,288,000)	$ (4,288,000)
Cancellations of stock-based awards, shares		(180,000)
Balance, value at Apr. 23, 2022	795,304,000	$ 494,571,000	(1,432,000)	302,165,000
Balance, shares at Apr. 23, 2022		36,140,000
Balance, value at Jan. 01, 2022	782,869,000	$ 493,783,000	(1,455,000)	290,541,000
Balance, shares at Jan. 01, 2022		35,948,000
Net earnings	33,868,000
Other comprehensive income	4,982,000
Balance, value at Oct. 08, 2022	780,410,000	$ 475,136,000	3,527,000	301,747,000
Balance, shares at Oct. 08, 2022		35,359,000
Balance, value at Apr. 23, 2022	795,304,000	$ 494,571,000	(1,432,000)	302,165,000
Balance, shares at Apr. 23, 2022		36,140,000
Net earnings	5,115,000			5,115,000
Other comprehensive income	5,478,000		5,478,000
Dividends	(7,561,000)			(7,561,000)
Share repurchase, value	(6,573,000)	$ (6,573,000)
Share repurchase, shares		(215,000)
Stock-based compensation	1,397,000	$ 1,397,000
Stock warrant	481,000	481,000
Issuances of common stock for associate stock purchase plan, value	104,000	$ 104,000
Issuances of common stock for associate stock purchase plan, shares		4,000
Issuances of restricted stock, shares		14,000
Cancellations of stock-based awards, value	(23,000)	$ (23,000)
Cancellations of stock-based awards, shares		(30,000)
Balance, value at Jul. 16, 2022	793,722,000	$ 489,957,000	4,046,000	299,719,000
Balance, shares at Jul. 16, 2022		35,913,000
Net earnings	9,464,000			9,464,000
Other comprehensive income	(519,000)		(519,000)
Dividends	(7,436,000)			(7,436,000)
Share repurchase, value	(16,716,000)	$ (16,716,000)
Share repurchase, shares		(543,000)
Stock-based compensation	1,280,000	$ 1,280,000
Stock warrant	505,000	505,000
Issuances of common stock for associate stock purchase plan, value	121,000	$ 121,000
Issuances of common stock for associate stock purchase plan, shares		5,000
Issuances of restricted stock, shares		4,000
Cancellations of stock-based awards, value	(11,000)	$ (11,000)
Cancellations of stock-based awards, shares		20,000
Balance, value at Oct. 08, 2022	780,410,000	$ 475,136,000	3,527,000	301,747,000
Balance, shares at Oct. 08, 2022		35,359,000
Balance, value at Dec. 31, 2022	$ 766,068,000	$ 468,061,000	2,979,000	295,028,000
Balance, shares at Dec. 31, 2022	35,079,000	35,079,000
Net earnings	$ 11,337,000			11,337,000
Other comprehensive income	(1,557,000)		(1,557,000)
Dividends	(7,679,000)			(7,679,000)
Share repurchase, value	(10,910,000)	$ (10,910,000)
Share repurchase, shares		(435,000)
Stock-based compensation	5,147,000	$ 5,147,000
Stock warrant	607,000	607,000
Issuances of common stock for associate stock purchase plan, value	358,000	$ 358,000
Issuances of common stock for associate stock purchase plan, shares		17,000
Issuances of restricted stock, shares		425,000
Cancellations of stock-based awards, value	(3,917,000)	$ (3,917,000)
Cancellations of stock-based awards, shares		(151,000)
Balance, value at Apr. 22, 2023	759,454,000	$ 459,346,000	1,422,000	298,686,000
Balance, shares at Apr. 22, 2023		34,935,000
Balance, value at Dec. 31, 2022	$ 766,068,000	$ 468,061,000	2,979,000	295,028,000
Balance, shares at Dec. 31, 2022	35,079,000	35,079,000
Net earnings	$ 41,932,000
Other comprehensive income	2,176,000
Balance, value at Oct. 07, 2023	$ 777,267,000	$ 457,830,000	5,155,000	314,282,000
Balance, shares at Oct. 07, 2023	34,629,000	34,629,000
Balance, value at Apr. 22, 2023	$ 759,454,000	$ 459,346,000	1,422,000	298,686,000
Balance, shares at Apr. 22, 2023		34,935,000
Net earnings	19,468,000			19,468,000
Other comprehensive income	1,501,000		1,501,000
Dividends	(7,524,000)			(7,524,000)
Share repurchase, value	(7,617,000)	$ (7,617,000)
Share repurchase, shares		(330,000)
Stock-based compensation	2,465,000	$ 2,465,000
Stock warrant	353,000	353,000
Issuances of common stock for associate stock purchase plan and other stock-based awards	328,000	$ 328,000
Issuances of common stock for associate stock purchase plan and other stock-based awards, Shares		18,000
Issuances of restricted stock, shares		10,000
Cancellations of stock-based awards, value	(31,000)	$ (31,000)
Cancellations of stock-based awards, shares		(15,000)
Balance, value at Jul. 15, 2023	768,397,000	$ 454,844,000	2,923,000	310,630,000
Balance, shares at Jul. 15, 2023		34,618,000
Net earnings	11,127,000			11,127,000
Other comprehensive income	2,232,000		2,232,000
Dividends	(7,475,000)			(7,475,000)
Stock-based compensation	2,348,000	$ 2,348,000
Stock warrant	319,000	319,000
Issuances of common stock for associate stock purchase plan, value	348,000	$ 348,000
Issuances of common stock for associate stock purchase plan, shares		19,000
Issuances of restricted stock, shares		11,000
Cancellations of stock-based awards, value	(29,000)	$ (29,000)
Cancellations of stock-based awards, shares		(19,000)
Balance, value at Oct. 07, 2023	$ 777,267,000	$ 457,830,000	$ 5,155,000	$ 314,282,000
Balance, shares at Oct. 07, 2023	34,629,000	34,629,000

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares	3 Months Ended				4 Months Ended
	Oct. 07, 2023	Jul. 15, 2023	Oct. 08, 2022	Jul. 16, 2022	Apr. 22, 2023	Apr. 23, 2022
Statement of Stockholders' Equity [Abstract]
Dividends per share	$ 0.215	$ 0.215	$ 0.21	$ 0.21	$ 0.215	$ 0.21

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022
Cash flows from operating activities
Net earnings	$ 41,932	$ 33,868
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Non-cash restructuring, asset impairment, and other charges	1,273	1,664
Depreciation and amortization	75,245	72,274
Non-cash rent	(2,760)	(3,428)
LIFO expense	22,445	42,916
Postretirement benefits income	(1,990)	(367)
Deferred income taxes	11,388	5,299
Stock-based compensation expense	9,960	6,972
Stock warrant	1,279	1,659
Loss (gain) on disposals of assets	304	(68)
Other operating activities	1,308	1,501
Changes in operating assets and liabilities:
Accounts receivable	(23,071)	(68,142)
Inventories	(32,688)	(140,698)
Prepaid expenses and other assets	(3,558)	(2,043)
Accounts payable	37,517	54,682
Accrued payroll and benefits	(34,960)	16,348
Current income taxes	(3,564)	(350)
Other accrued expenses and other liabilities	(4,380)	(14,633)
Net cash (used in) provided by operating activities	95,680	7,454
Cash flows from investing activities
Purchases of property and equipment	(86,212)	(66,282)
Net proceeds from the sale of assets	4,055	28,981
Acquisitions, net of cash acquired	(780)	(9,408)
Payments from customers on loans	1,097	1,103
Other investing activities	(163)	(350)
Net cash used in investing activities	(82,003)	(45,956)
Cash flows from financing activities
Proceeds from senior secured credit facility	1,044,242	1,057,633
Payments on senior secured credit facility	(1,017,484)	(955,456)
Repayment of other long-term debt and finance lease liabilities	(6,279)	(5,116)
Share repurchases	(18,527)	(23,289)
Net payments related to stock-based award activities	(3,977)	(4,322)
Dividends paid	(22,381)	(22,458)
Other financing activities	(803)	(192)
Net cash (used in) provided by financing activities	(25,209)	46,800
Net (decrease) increase in cash and cash equivalents	(11,532)	8,298
Cash and cash equivalents at beginning of period	29,086	10,666
Cash and cash equivalents at end of period	$ 17,554	$ 18,964

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Summary of Significant Accounting Policies and Basis of Presentation

9 Months Ended

Oct. 07, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Basis of Presentation

Note 1 – Summary of Significant Accounting Policies and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). Intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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 October 7, 2023, 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 third quarter and year-to-date periods of 2023 and 2022 include the results of operations of the Company for the 12- and 40-week periods ended October 7, 2023 and October 8, 2022, respectively.

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Adoption of New Accounting Standards and Recently Issued Accounting Standards

9 Months Ended

Oct. 07, 2023

Accounting Changes and Error Corrections [Abstract]

Adoption of New Accounting Standards and Recently Issued Accounting Standards

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

As of October 7, 2023 and for the period then ended, there were no recently adopted accounting standards that had a material impact on the Company’s condensed consolidated financial statements. There were no recently issued accounting standards not yet adopted which would have a material effect on the Company’s condensed consolidated financial statements.

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Revenue

9 Months Ended

Oct. 07, 2023

Revenue from Contract with Customer [Abstract]

Revenue

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 October 7, 2023						40 Weeks Ended October 7, 2023
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	623,273	$	256,550	$	879,823	$	2,054,415	$	832,202	$	2,886,617
Fresh (b)		488,929		243,198		732,127		1,651,191		811,825		2,463,016
Non-food (c)		465,473		120,149		585,622		1,535,880		386,993		1,922,873
Fuel		—		42,114		42,114		—		131,167		131,167
Other		24,325		237		24,562		79,562		801		80,363
Total	$	1,602,000	$	662,248	$	2,264,248	$	5,321,048	$	2,162,988	$	7,484,036
Type of customers:
Individuals	$	—	$	662,011	$	662,011	$	—	$	2,162,188	$	2,162,188
Independent retailers (d)		548,656		—		548,656		1,814,874		—		1,814,874
National accounts		504,971		—		504,971		1,741,407		—		1,741,407
Military (e)		538,790		—		538,790		1,729,221		—		1,729,221
Other		9,583		237		9,820		35,546		800		36,346
Total	$	1,602,000	$	662,248	$	2,264,248	$	5,321,048	$	2,162,988	$	7,484,036
	12 Weeks Ended October 8, 2022						40 Weeks Ended October 8, 2022
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	642,552	$	259,044	$	901,596	$	2,010,150	$	806,116	$	2,816,266
Fresh (b)		508,440		253,712		762,152		1,647,860		811,879		2,459,739
Non-food (c)		450,974		106,074		557,048		1,466,281		342,015		1,808,296
Fuel		—		47,567		47,567		—		159,514		159,514
Other		27,903		246		28,149		89,442		803		90,245
Total	$	1,629,869	$	666,643	$	2,296,512	$	5,213,733	$	2,120,327	$	7,334,060
Type of customers:
Individuals	$	—	$	666,415	$	666,415	$	—	$	2,119,553	$	2,119,553
Independent retailers (d)		554,191		—		554,191		1,787,685		—		1,787,685
National accounts		552,980		—		552,980		1,785,704		—		1,785,704
Military (e)		508,102		—		508,102		1,596,612		—		1,596,612
Other		14,596		228		14,824		43,732		774		44,506
Total	$	1,629,869	$	666,643	$	2,296,512	$	5,213,733	$	2,120,327	$	7,334,060
(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.
(d) Independent retailers include sales to manufacturers, brokers and distributors.
(e) Military represents the distribution of grocery products to U.S. military commissaries and exchanges, which primarily includes sales to manufacturers and brokers.

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 no 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 Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, 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.

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 due within 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 no 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 Credit Losses

Changes to the balance of the allowance for credit losses were as follows:

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at December 31, 2022	$	6,098		$	948	$	7,046
Changes in credit loss estimates		(1,314	)		439		(875	)
Write-offs charged against the allowance		(448	)		—		(448	)
Balance at October 7, 2023		4,336			1,387		5,723

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at January 1, 2022	$	4,414		$	731	$	5,145
Changes in credit loss estimates		903			—		903
Write-offs charged against the allowance		(756	)		—		(756	)
Balance at October 8, 2022		4,561			731		5,292

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Goodwill and Other Intangible Assets

9 Months Ended

Oct. 07, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 4 – Goodwill and Other Intangible Assets

The Company has two reporting units, Wholesale and Retail. The carrying amount of goodwill recorded within the Wholesale reporting unit was $181.0 million and the value within the Retail reporting unit was $1.1 million as of both October 7, 2023 and December 31, 2022.

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and liquor licenses. The carrying amount of indefinite-lived intangible assets was $67.8 million as of both October 7, 2023 and December 31, 2022.

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.

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Restructuring and Asset Impairment

9 Months Ended

Oct. 07, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Asset Impairment

Note 5 – Restructuring and Asset Impairment

The following table provides the activity of reserves for closed properties for the 40-week period ended October 7, 2023. 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 December 31, 2022	$	3,977		$	—		$	3,977
Provision for severance		—			21			21
Changes in estimates		(228	)		—			(228	)
Accretion expense		83			—			83
Payments		(836	)		(21	)		(857	)
Balance at October 7, 2023	$	2,996		$	—		$	2,996

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

	12 Weeks Ended						40 Weeks Ended
	October 7,			October 8,			October 7,			October 8,
(In thousands)	2023			2022			2023			2022
Asset impairment charges (a)	$	—		$	752		$	3,745		$	4,232
Provision for closing charges		—			857			—			857
Loss (gain) on sales of assets related to closed facilities (b)		120			(2,553	)		(2,470	)		(3,168	)
Provision for severance		1			—			21			9
Other (income) costs associated with site closures (c)		(4	)		58			596			(17	)
Lease termination adjustments (d)		—			—			—			(102	)
Changes in estimates (e)		(575	)		—			(521	)		(73	)
Total	$	(458	)	$	(886	)	$	1,371		$	1,738

(a) Asset impairment charges in the current year relate to two store closures within the Retail segment and impairment losses related to a distribution location that sustained significant storm damage within the Wholesale segment. In the prior year, asset impairment charges were incurred in the Retail segment and related to restructuring of the Retail segment's e-commerce delivery model and a store closure.

(b) Loss (gain) on sales of assets in the current year primarily relate to the sale of a store within the Retail segment. Gains on sales of assets in the prior year relates to the sales of real property of previously closed locations within the Wholesale and Retail segments.

(c) Other costs net activity in the current year primarily relate to Retail store closings. In the prior year, activity primarily relates to restructuring activity within the Wholesale segment and Retail store closings.

(d) Lease termination adjustments in the prior year relate to the gain recognized to terminate a lease agreement.

(e) Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations. The current quarter also included a $0.3 million gain for additional insurance proceeds received related to a distribution location that sustained significant storm damage within the Wholesale segment.

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 $7.4 million were measured at a fair value of $3.7 million, resulting in impairment charges of $3.7 million. In the prior year, long-lived assets with a book value of $4.3 million were measured at a fair value of $0.1 million, resulting in impairment charges of $4.2 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 and expected insurance recoveries, 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 the support of real estate brokers.

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Fair Value Measurements

9 Months Ended

Oct. 07, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6 – Fair Value Measurements

ASC 820, Fair Value Measurement, 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. For discussion of the fair value measurements related to goodwill, and long- or indefinite-lived asset impairment charges, refer to Notes 4 and 5. At October 7, 2023 and December 31, 2022, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	October 7,			December 31,
(In thousands)	2023			2022
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	8,410		$	6,789
Long-term debt and finance lease liabilities		540,147			501,419
Total book value of debt instruments		548,557			508,208
Fair value of debt instruments, excluding debt financing costs		545,025			507,668
Deficit of fair value over book value	$	(3,532	)	$	(540	)

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

The Company's interest rate swap agreement is considered a Level 2 instrument. The Company values the interest rate swap using standard models and observable market inputs including SOFR interest rates and discount rates, which are considered Level 2 inputs. The location and the fair value of the interest rate swap agreement in the condensed consolidated balance sheet is disclosed in Note 7.

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Derivatives

9 Months Ended

Oct. 07, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Note 7 – Derivatives

Hedging of Interest Rate Risk

During the first quarter of 2023, the Company entered into an interest rate swap contract to mitigate its exposure to changes in variable interest rates. The Company's interest rate swap is designated as a cash flow hedge as of both the effective date, March 17, 2023, and as of October 7, 2023. The interest rate swap is reflected at its fair value in the condensed consolidated balance sheets. Refer to Note 6 for further information on the fair value of the interest rate swap.

Details of the pay-fixed, receive-floating interest rate swap contract as of October 7, 2023 are as follows:

Effective Date	Maturity Date	Notional Value (in millions)	Pay Fixed Rate	Receive Floating Rate	Floating Rate Reset Terms
March 17, 2023	November 17, 2027	$150	3.646%	One-Month CME Term SOFR	Monthly

The Company performed an initial quantitative assessment of hedge effectiveness using the change-in-variable-cash-flows method. Under this method, the Company assessed the effectiveness of the hedging relationship by comparing the present value of the cumulative change in the expected future cash flows on the variable leg of the interest rate swap with the present value of the cumulative change in the expected future interest cash flows on the variable-rate debt. The Company determined the interest rate swap to be highly effective. To assess for continued hedge effectiveness, the Company performs a retrospective and prospective qualitative assessment each quarter. The Company also monitors the credit risk of the counterparty on an ongoing basis. The change in the fair value of the interest rate swap is initially reported in "Other comprehensive income" in the condensed consolidated statements of comprehensive income and subsequently reclassified to earnings in "Interest expense, net" in the condensed consolidated statements of earnings when the hedged transactions affect earnings.

The location and the fair value of the interest rate swap in the condensed consolidated balance sheets as of October 7, 2023 is as follows:

		Derivative Fair Value
		October 7,
(In thousands)	Condensed Consolidated Balance Sheet Location	2023
Cash Flow Hedge:
Interest rate swap	Prepaid expenses and other current assets	$	2,489
Interest rate swap	Other assets, net		2,344
Interest rate swap	Accumulated other comprehensive income		3,652

The location and amount of gains recognized in the condensed consolidated statements of earnings for the interest rate swap, presented on a pre-tax basis, are as follows:

	12 Weeks Ended		40 Weeks Ended
	October 7,		October 7,
	2023		2023
(In thousands)	Interest expense, net		Interest expense, net
Total amounts of expense line items presented in the condensed consolidated statements of earnings in which the effects of cash flow hedges are recorded	$	9,280	$	30,218
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings		573		1,242

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Commitments and Contingencies

9 Months Ended

Oct. 07, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 – Commitments and Contingencies

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

The Company has contributed and is required to continue making contributions to the Central States Southeast and Southwest Pension Fund (the “Central States Plan” or the “Plan”), a multi-employer pension plan, based on obligations arising from certain of its collective bargaining agreements. If the Company were to cease making such contributions and triggered a withdrawal from the Plan, it is possible that the Company would be obligated to pay a withdrawal liability to the Plan if the Plan is underfunded at the time of such withdrawal.

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. On January 12, 2023, the Central States Plan received approximately $35.8 billion in Special Financial Assistance (“SFA”), inclusive of interest, which is designed to alleviate the risk of insolvency of the Plan.

Based on the most recent information available to the Company, management believes the value of assets held in trust to pay benefits covers the present value of actuarial accrued liabilities in the Central States Plan. Except with respect to the approved SFA, management is not aware of any significant change in funding levels in the Plan since December 31, 2022. Due to uncertainty regarding future factors that could trigger a withdrawal liability, as well as the absence of specific information regarding matters such as the Plan’s current financial situations, the Company is unable to determine with certainty the current amount of the Plan’s funding and/or SpartanNash’s current potential withdrawal liability exposure in the event of a future withdrawal from the Plan. Any adjustment for withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably determined.

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Associate Retirement Plans

9 Months Ended

Oct. 07, 2023

Retirement Benefits [Abstract]

Associate Retirement Plans

Note 9 – Associate Retirement Plans

During the 12- and 40- week periods ended October 7, 2023, the Company recognized net periodic postretirement benefit income of $0.7 million and $2.2 million, respectively, related to the SpartanNash Retiree Medical Plan (“Retiree Medical Plan” or "Plan"). During the 12- and 40- week periods ended October 8, 2022 the Company recognized net periodic postretirement benefit income of $0.7 million and expense of $0.2 million, respectively, related to the Retiree Medical Plan.

Effective June 30, 2022, the Company has amended the Retiree Medical Plan. In connection with the amendment, the Company will make lump sum cash payments to all active and retired participants in lieu of future monthly benefits and reimbursements previously offered under the Plan. As a result of the amendment effective June 30, 2022, the Plan obligation was remeasured, resulting in a reduction to the obligation of $6.6 million and a corresponding prior service credit in AOCI, which will be amortized to net periodic postretirement benefit income over the remaining period until the final payment on July 1, 2024. During the 12- and 40- week periods ended October 7, 2023, the Company recognized $0.8 million and $2.5 million in net periodic postretirement benefit income related to the amortization of the prior service credit from AOCI. During the 12- and 40- week periods ended October 8, 2022, the Company recognized $0.8 million and $0.9 million in net periodic postretirement benefit income related to the amortization of the prior service credit from AOCI.

On July 1, 2023 and July 1, 2022, the Company made lump sum payments to retired participants totaling $1.3 million and $2.0 million, respectively. The payments constituted partial settlements of the Plan, which resulted in the recognition within net periodic postretirement expense of $0.3 million and $0.7 million on July 1, 2023 and July 1, 2022, respectively, related to the net actuarial loss within AOCI. The remaining payment, which relates to active participants, is expected to be made on or about July 1, 2024.

The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and/or highly compensated associates.

In the first quarter of the prior year, the Company realized a gain of $0.2 million related to a refund from the annuity provider associated with an ineligible participant previously included in the terminated SpartanNash Company Pension Plan. These amounts are included in “Other, net” in the condensed consolidated statements of earnings.

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 October 7, 2023 and October 8, 2022 were $2.3 million and $2.2 million, respectively. The Company's contributions during the 40-week periods ended October 7, 2023 and October 8, 2022 were $9.8 million and $9.1 million, respectively. See Note 8 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

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Income Taxes

9 Months Ended

Oct. 07, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 10 – Income Taxes

The effective income tax rate was 23.7% and 32.5% for the 12 weeks ended October 7, 2023 and October 8, 2022, respectively. The effective income tax rate was 24.4% and 25.4% for the 40 weeks ended October 7, 2023 and October 8, 2022, respectively.

The difference from the federal statutory rate in the current year and prior year quarters were primarily due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits. The difference from the federal statutory rate in the current year was primarily due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits, discrete tax benefits due to a change in contingencies and discrete tax benefits related to stock compensation. The difference in the federal statutory rate in the prior year was primarily due to state taxes, limitations on the deductibility of executive compensation and non-deductible expenses, partially offset by benefits associated with federal tax credits and discrete tax benefits related to stock compensation.

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Stock-Based Compensation

9 Months Ended

Oct. 07, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 11 – Stock-Based Compensation

Stock-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, performance shares, performance share units, dividend equivalent rights, and other stock-based and stock-related awards to directors, officers and other key associates.

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

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Restricted stock expense	$	1,771		$	1,280		$	8,468		$	6,972
Performance share unit expense		577			—			1,492			—
Income tax benefit		(593	)		(582	)		(3,502	)		(3,630	)
Stock-based compensation expense, net of tax	$	1,755		$	698		$	6,458		$	3,342

The following table summarizes activity in the stock incentive plans for the 40 weeks ended October 7, 2023:

				Weighted					Weighted
	Restricted			Average		Performance			Average
	Stock			Grant-Date		Share Unit			Grant-Date
	Awards			Fair Value		Awards			Fair Value
Outstanding at December 31, 2022		863,063		$	22.05		—		$	—
Granted		445,762			26.97		299,840			27.01
Vested		(432,150	)		21.16		—			—
Cancelled/Forfeited		(38,062	)		26.22		(2,803	)		27.24
Outstanding at October 7, 2023		838,613		$	24.94		297,037		$	27.01

As of October 7, 2023, total unrecognized compensation cost related to nonvested restricted stock awards granted under the Company’s stock incentive plans is $11.1 million and is expected to be recognized over a weighted average period of 1.9 years. As of October 7, 2023, total unrecognized compensation cost related to nonvested performance share unit awards granted under the Company’s stock incentive plans is $6.5 million and is expected to be recognized over a weighted average period of 2.2 years.

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 totaling 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 totaling up to 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 Warrant contains customary anti-dilution, down-round and change-in-control provisions. 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						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Warrant expense	$	319		$	505		$	1,279		$	1,659
Income tax benefit		(43	)		(46	)		(138	)		(187	)
Warrant expense, net of tax	$	276		$	459		$	1,141		$	1,472

The following table summarizes stock warrant activity for the 40 weeks ended October 7, 2023:

	Warrant
Outstanding and nonvested at December 31, 2022		3,479,849
Vested		(217,492	)
Outstanding and nonvested at October 7, 2023		3,262,357

As of October 7, 2023, total unrecognized cost related to nonvested warrant shares was $17.2 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 4.0 years. Warrants representing 2,174,915 shares are vested and exercisable. As of October 7, 2023, nonvested warrant shares had an intrinsic value of $17.1 million, and vested warrant shares had an intrinsic value of $11.4 million.

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Earnings Per Share

9 Months Ended

Oct. 07, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 12 – 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. The dilutive impact of both the restricted stock awards and warrants are presented below, as applicable. Weighted average restricted stock awards that were not included in the EPS calculations because they were anti-dilutive were 288,041 and 18,340 for the 12- and 40- week periods ended October 7, 2023, respectively. The performance share units are not currently dilutive. The following table sets forth the computation of basic and diluted net earnings per share:

	12 Weeks Ended						40 Weeks Ended
(In thousands, except per share amounts)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Numerator:
Net earnings	$	11,127		$	9,464		$	41,932		$	33,868
Adjustment for earnings attributable to participating securities		(81	)		(100	)		(333	)		(406	)
Net earnings used in calculating earnings per share	$	11,046		$	9,364		$	41,599		$	33,462
Denominator:
Weighted average shares outstanding, including participating securities		34,020			35,160			34,262			35,444
Adjustment for participating securities		(247	)		(370	)		(272	)		(425	)
Shares used in calculating basic earnings per share		33,773			34,790			33,990			35,019
Effect of dilutive stock warrant		432			792			614			784
Effect of dilutive restricted stock awards		72			193			91			170
Shares used in calculating diluted earnings per share		34,277			35,775			34,695			35,973
Basic earnings per share	$	0.33		$	0.27		$	1.22		$	0.96
Diluted earnings per share	$	0.32		$	0.26		$	1.20		$	0.93

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Supplemental Cash Flow Information

9 Months Ended

Oct. 07, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 13 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	40 Weeks Ended
(In thousands)	October 7, 2023		October 8, 2022
Non-cash investing activities:
Capital expenditures included in accounts payable	$	6,458	$	6,341
Operating lease asset additions		34,815		16,227
Finance lease asset additions		13,492		16,204
Non-cash financing activities:
Recognition of operating lease liabilities		34,815		16,227
Recognition of finance lease liabilities		13,492		16,204
Other supplemental cash flow information:
Cash paid for interest		30,930		13,008

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Segment Information

9 Months Ended

Oct. 07, 2023

Segment Reporting [Abstract]

Segment Information

Note 14 – Segment Information

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

(In thousands)	Wholesale			Retail			Total
12 Weeks Ended October 7, 2023
Net sales to external customers	$	1,602,000		$	662,248		$	2,264,248
Inter-segment sales		274,540			434			274,974
Acquisition and integration		65			2,065			2,130
Restructuring and asset impairment, net		(293	)		(165	)		(458	)
Depreciation and amortization		12,151			10,891			23,042
Operating earnings		18,153			4,918			23,071
Capital expenditures		16,287			9,101			25,388
12 Weeks Ended October 8, 2022
Net sales to external customers	$	1,629,869		$	666,643		$	2,296,512
Inter-segment sales		280,892			274			281,166
Acquisition and integration, net		—			(577	)		(577	)
Restructuring and asset impairment, net		(2,088	)		1,202			(886	)
Depreciation and amortization		11,090			10,743			21,833
Operating earnings		14,015			5,285			19,300
Capital expenditures		9,642			10,209			19,851
40 Weeks Ended October 7, 2023
Net sales to external customers	$	5,321,048		$	2,162,988		$	7,484,036
Inter-segment sales		902,720			1,086			903,806
Acquisition and integration		189			2,070			2,259
Restructuring and asset impairment, net		688			683			1,371
Depreciation and amortization		39,165			36,080			75,245
Operating earnings		66,020			17,150			83,170
Capital expenditures		54,512			31,700			86,212
40 Weeks Ended October 8, 2022
Net sales to external customers	$	5,213,733		$	2,120,327		$	7,334,060
Inter-segment sales		904,144			675			904,819
Acquisitions and integration, net		—			98			98
Restructuring and asset impairment, net		(2,216	)		3,954			1,738
Depreciation and amortization		36,602			35,672			72,274
Operating earnings		54,834			4,944			59,778
Capital expenditures		34,867			31,415			66,282

(In thousands)	October 8, 2023		December 31, 2022
Total Assets
Wholesale	$	1,573,915	$	1,525,760
Retail		759,861		780,801
Total	$	2,333,776	$	2,306,561

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Revenue (Tables)

9 Months Ended

Oct. 07, 2023

Revenue from Contract with Customer [Abstract]

Summary of Information about Disaggregated Revenue of Reportable Segments

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 October 7, 2023						40 Weeks Ended October 7, 2023
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	623,273	$	256,550	$	879,823	$	2,054,415	$	832,202	$	2,886,617
Fresh (b)		488,929		243,198		732,127		1,651,191		811,825		2,463,016
Non-food (c)		465,473		120,149		585,622		1,535,880		386,993		1,922,873
Fuel		—		42,114		42,114		—		131,167		131,167
Other		24,325		237		24,562		79,562		801		80,363
Total	$	1,602,000	$	662,248	$	2,264,248	$	5,321,048	$	2,162,988	$	7,484,036
Type of customers:
Individuals	$	—	$	662,011	$	662,011	$	—	$	2,162,188	$	2,162,188
Independent retailers (d)		548,656		—		548,656		1,814,874		—		1,814,874
National accounts		504,971		—		504,971		1,741,407		—		1,741,407
Military (e)		538,790		—		538,790		1,729,221		—		1,729,221
Other		9,583		237		9,820		35,546		800		36,346
Total	$	1,602,000	$	662,248	$	2,264,248	$	5,321,048	$	2,162,988	$	7,484,036
	12 Weeks Ended October 8, 2022						40 Weeks Ended October 8, 2022
(In thousands)	Wholesale		Retail		Total		Wholesale		Retail		Total
Type of products:
Center store (a)	$	642,552	$	259,044	$	901,596	$	2,010,150	$	806,116	$	2,816,266
Fresh (b)		508,440		253,712		762,152		1,647,860		811,879		2,459,739
Non-food (c)		450,974		106,074		557,048		1,466,281		342,015		1,808,296
Fuel		—		47,567		47,567		—		159,514		159,514
Other		27,903		246		28,149		89,442		803		90,245
Total	$	1,629,869	$	666,643	$	2,296,512	$	5,213,733	$	2,120,327	$	7,334,060
Type of customers:
Individuals	$	—	$	666,415	$	666,415	$	—	$	2,119,553	$	2,119,553
Independent retailers (d)		554,191		—		554,191		1,787,685		—		1,787,685
National accounts		552,980		—		552,980		1,785,704		—		1,785,704
Military (e)		508,102		—		508,102		1,596,612		—		1,596,612
Other		14,596		228		14,824		43,732		774		44,506
Total	$	1,629,869	$	666,643	$	2,296,512	$	5,213,733	$	2,120,327	$	7,334,060
(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.
(d) Independent retailers include sales to manufacturers, brokers and distributors.
(e) Military represents the distribution of grocery products to U.S. military commissaries and exchanges, which primarily includes sales to manufacturers and brokers.

Summary of Changes in Allowance for Credit Losses

Changes to the balance of the allowance for credit losses were as follows:

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at December 31, 2022	$	6,098		$	948	$	7,046
Changes in credit loss estimates		(1,314	)		439		(875	)
Write-offs charged against the allowance		(448	)		—		(448	)
Balance at October 7, 2023		4,336			1,387		5,723

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at January 1, 2022	$	4,414		$	731	$	5,145
Changes in credit loss estimates		903			—		903
Write-offs charged against the allowance		(756	)		—		(756	)
Balance at October 8, 2022		4,561			731		5,292

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Restructuring and Asset Impairment (Tables)

9 Months Ended

Oct. 07, 2023

Restructuring and Related Activities [Abstract]

Schedule of Activity of Reserves for Closed Properties

The following table provides the activity of reserves for closed properties for the 40-week period ended October 7, 2023. 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 December 31, 2022	$	3,977		$	—		$	3,977
Provision for severance		—			21			21
Changes in estimates		(228	)		—			(228	)
Accretion expense		83			—			83
Payments		(836	)		(21	)		(857	)
Balance at October 7, 2023	$	2,996		$	—		$	2,996

Schedule of Restructuring and Asset Impairment, Net

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

	12 Weeks Ended						40 Weeks Ended
	October 7,			October 8,			October 7,			October 8,
(In thousands)	2023			2022			2023			2022
Asset impairment charges (a)	$	—		$	752		$	3,745		$	4,232
Provision for closing charges		—			857			—			857
Loss (gain) on sales of assets related to closed facilities (b)		120			(2,553	)		(2,470	)		(3,168	)
Provision for severance		1			—			21			9
Other (income) costs associated with site closures (c)		(4	)		58			596			(17	)
Lease termination adjustments (d)		—			—			—			(102	)
Changes in estimates (e)		(575	)		—			(521	)		(73	)
Total	$	(458	)	$	(886	)	$	1,371		$	1,738

(a) Asset impairment charges in the current year relate to two store closures within the Retail segment and impairment losses related to a distribution location that sustained significant storm damage within the Wholesale segment. In the prior year, asset impairment charges were incurred in the Retail segment and related to restructuring of the Retail segment's e-commerce delivery model and a store closure.

(b) Loss (gain) on sales of assets in the current year primarily relate to the sale of a store within the Retail segment. Gains on sales of assets in the prior year relates to the sales of real property of previously closed locations within the Wholesale and Retail segments.

(c) Other costs net activity in the current year primarily relate to Retail store closings. In the prior year, activity primarily relates to restructuring activity within the Wholesale segment and Retail store closings.

(d) Lease termination adjustments in the prior year relate to the gain recognized to terminate a lease agreement.

(e) Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations. The current quarter also included a $0.3 million gain for additional insurance proceeds received related to a distribution location that sustained significant storm damage within the Wholesale segment.

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Fair Value Measurements (Tables)

9 Months Ended

Oct. 07, 2023

Fair Value Disclosures [Abstract]

Schedule of Book Value and Estimated Fair Value of Debt Instruments, Excluding Debt Financing Costs

For discussion of the fair value measurements related to goodwill, and long- or indefinite-lived asset impairment charges, refer to Notes 4 and 5. At October 7, 2023 and December 31, 2022, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	October 7,			December 31,
(In thousands)	2023			2022
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	8,410		$	6,789
Long-term debt and finance lease liabilities		540,147			501,419
Total book value of debt instruments		548,557			508,208
Fair value of debt instruments, excluding debt financing costs		545,025			507,668
Deficit of fair value over book value	$	(3,532	)	$	(540	)

XML

Derivatives (Tables)

9 Months Ended

Oct. 07, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of pay-fixed, receive-floating interest rate swap contract

Details of the pay-fixed, receive-floating interest rate swap contract as of October 7, 2023 are as follows:

Effective Date	Maturity Date	Notional Value (in millions)	Pay Fixed Rate	Receive Floating Rate	Floating Rate Reset Terms
March 17, 2023	November 17, 2027	$150	3.646%	One-Month CME Term SOFR	Monthly

Schedule of fair value of the interest rate swap

The location and the fair value of the interest rate swap in the condensed consolidated balance sheets as of October 7, 2023 is as follows:

		Derivative Fair Value
		October 7,
(In thousands)	Condensed Consolidated Balance Sheet Location	2023
Cash Flow Hedge:
Interest rate swap	Prepaid expenses and other current assets	$	2,489
Interest rate swap	Other assets, net		2,344
Interest rate swap	Accumulated other comprehensive income		3,652

Schedule of gains recognized in the condensed consolidated statements of earnings for the interest rate swap, presented on a pre-tax basis

The location and amount of gains recognized in the condensed consolidated statements of earnings for the interest rate swap, presented on a pre-tax basis, are as follows:

	12 Weeks Ended		40 Weeks Ended
	October 7,		October 7,
	2023		2023
(In thousands)	Interest expense, net		Interest expense, net
Total amounts of expense line items presented in the condensed consolidated statements of earnings in which the effects of cash flow hedges are recorded	$	9,280	$	30,218
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings		573		1,242

XML

Stock-Based Compensation (Tables)

9 Months Ended

Oct. 07, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Allocation of Stock-Based Compensation Expense in Condensed Consolidated Statements of Operations

-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						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Restricted stock expense	$	1,771		$	1,280		$	8,468		$	6,972
Performance share unit expense		577			—			1,492			—
Income tax benefit		(593	)		(582	)		(3,502	)		(3,630	)
Stock-based compensation expense, net of tax	$	1,755		$	698		$	6,458		$	3,342

Summary of Stock Incentive Plans Activity

The following table summarizes activity in the stock incentive plans for the 40 weeks ended October 7, 2023:

				Weighted					Weighted
	Restricted			Average		Performance			Average
	Stock			Grant-Date		Share Unit			Grant-Date
	Awards			Fair Value		Awards			Fair Value
Outstanding at December 31, 2022		863,063		$	22.05		—		$	—
Granted		445,762			26.97		299,840			27.01
Vested		(432,150	)		21.16		—			—
Cancelled/Forfeited		(38,062	)		26.22		(2,803	)		27.24
Outstanding at October 7, 2023		838,613		$	24.94		297,037		$	27.01

Summary of Share-based Payment Expense Recognized as a Reduction of Net Sales in Condensed Consolidated Statements of Operations

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						40 Weeks Ended
(In thousands)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Warrant expense	$	319		$	505		$	1,279		$	1,659
Income tax benefit		(43	)		(46	)		(138	)		(187	)
Warrant expense, net of tax	$	276		$	459		$	1,141		$	1,472

Summary of Stock Warrant Activity

The following table summarizes stock warrant activity for the 40 weeks ended October 7, 2023:

	Warrant
Outstanding and nonvested at December 31, 2022		3,479,849
Vested		(217,492	)
Outstanding and nonvested at October 7, 2023		3,262,357

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Earnings Per Share (Tables)

9 Months Ended

Oct. 07, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share:

	12 Weeks Ended						40 Weeks Ended
(In thousands, except per share amounts)	October 7, 2023			October 8, 2022			October 7, 2023			October 8, 2022
Numerator:
Net earnings	$	11,127		$	9,464		$	41,932		$	33,868
Adjustment for earnings attributable to participating securities		(81	)		(100	)		(333	)		(406	)
Net earnings used in calculating earnings per share	$	11,046		$	9,364		$	41,599		$	33,462
Denominator:
Weighted average shares outstanding, including participating securities		34,020			35,160			34,262			35,444
Adjustment for participating securities		(247	)		(370	)		(272	)		(425	)
Shares used in calculating basic earnings per share		33,773			34,790			33,990			35,019
Effect of dilutive stock warrant		432			792			614			784
Effect of dilutive restricted stock awards		72			193			91			170
Shares used in calculating diluted earnings per share		34,277			35,775			34,695			35,973
Basic earnings per share	$	0.33		$	0.27		$	1.22		$	0.96
Diluted earnings per share	$	0.32		$	0.26		$	1.20		$	0.93

XML

Supplemental Cash Flow Information (Tables)

9 Months Ended

Oct. 07, 2023

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	40 Weeks Ended
(In thousands)	October 7, 2023		October 8, 2022
Non-cash investing activities:
Capital expenditures included in accounts payable	$	6,458	$	6,341
Operating lease asset additions		34,815		16,227
Finance lease asset additions		13,492		16,204
Non-cash financing activities:
Recognition of operating lease liabilities		34,815		16,227
Recognition of finance lease liabilities		13,492		16,204
Other supplemental cash flow information:
Cash paid for interest		30,930		13,008

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Segment Information (Tables)

9 Months Ended

Oct. 07, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Operating Segment

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

(In thousands)	Wholesale			Retail			Total
12 Weeks Ended October 7, 2023
Net sales to external customers	$	1,602,000		$	662,248		$	2,264,248
Inter-segment sales		274,540			434			274,974
Acquisition and integration		65			2,065			2,130
Restructuring and asset impairment, net		(293	)		(165	)		(458	)
Depreciation and amortization		12,151			10,891			23,042
Operating earnings		18,153			4,918			23,071
Capital expenditures		16,287			9,101			25,388
12 Weeks Ended October 8, 2022
Net sales to external customers	$	1,629,869		$	666,643		$	2,296,512
Inter-segment sales		280,892			274			281,166
Acquisition and integration, net		—			(577	)		(577	)
Restructuring and asset impairment, net		(2,088	)		1,202			(886	)
Depreciation and amortization		11,090			10,743			21,833
Operating earnings		14,015			5,285			19,300
Capital expenditures		9,642			10,209			19,851
40 Weeks Ended October 7, 2023
Net sales to external customers	$	5,321,048		$	2,162,988		$	7,484,036
Inter-segment sales		902,720			1,086			903,806
Acquisition and integration		189			2,070			2,259
Restructuring and asset impairment, net		688			683			1,371
Depreciation and amortization		39,165			36,080			75,245
Operating earnings		66,020			17,150			83,170
Capital expenditures		54,512			31,700			86,212
40 Weeks Ended October 8, 2022
Net sales to external customers	$	5,213,733		$	2,120,327		$	7,334,060
Inter-segment sales		904,144			675			904,819
Acquisitions and integration, net		—			98			98
Restructuring and asset impairment, net		(2,216	)		3,954			1,738
Depreciation and amortization		36,602			35,672			72,274
Operating earnings		54,834			4,944			59,778
Capital expenditures		34,867			31,415			66,282

(In thousands)	October 8, 2023		December 31, 2022
Total Assets
Wholesale	$	1,573,915	$	1,525,760
Retail		759,861		780,801
Total	$	2,333,776	$	2,306,561

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Revenue - Summary of Information about Disaggregated Revenue of Reportable Segments (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Disaggregation Of Revenue [Line Items]
Total revenue	$ 2,264,248	$ 2,296,512	$ 7,484,036	$ 7,334,060
Center store [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	879,823	901,596	2,886,617	2,816,266
Fresh [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	732,127	762,152	2,463,016	2,459,739
Non-food [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	585,622	557,048	1,922,873	1,808,296
Other Product [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	24,562	28,149	80,363	90,245
Fuel [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	42,114	47,567	131,167	159,514
Individuals Customer [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	662,011	666,415	2,162,188	2,119,553
Independent retailers [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	548,656	554,191	1,814,874	1,787,685
National accounts [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	504,971	552,980	1,741,407	1,785,704
Other Customers [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	9,820	14,824	36,346	44,506
Military [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	538,790	508,102	1,729,221	1,596,612
Wholesale [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	1,602,000	1,629,869	5,321,048	5,213,733
Wholesale [Member] | Center store [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	623,273	642,552	2,054,415	2,010,150
Wholesale [Member] | Fresh [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	488,929	508,440	1,651,191	1,647,860
Wholesale [Member] | Non-food [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	465,473	450,974	1,535,880	1,466,281
Wholesale [Member] | Other Product [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	24,325	27,903	79,562	89,442
Wholesale [Member] | Independent retailers [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	548,656	554,191	1,814,874	1,787,685
Wholesale [Member] | National accounts [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	504,971	552,980	1,741,407	1,785,704
Wholesale [Member] | Other Customers [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	9,583	14,596	35,546	43,732
Wholesale [Member] | Military [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	538,790	508,102	1,729,221	1,596,612
Wholesale [Member] | Operating Segments [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	1,602,000	1,629,869	5,321,048	5,213,733
Retail [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	662,248	666,643	2,162,988	2,120,327
Retail [Member] | Center store [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	256,550	259,044	832,202	806,116
Retail [Member] | Fresh [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	243,198	253,712	811,825	811,879
Retail [Member] | Non-food [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	120,149	106,074	386,993	342,015
Retail [Member] | Other Product [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	237	246	801	803
Retail [Member] | Fuel [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	42,114	47,567	131,167	159,514
Retail [Member] | Individuals Customer [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	662,011	666,415	2,162,188	2,119,553
Retail [Member] | Other Customers [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	237	228	800	774
Retail [Member] | Operating Segments [Member]
Disaggregation Of Revenue [Line Items]
Total revenue	$ 662,248	$ 666,643	$ 2,162,988	$ 2,120,327

XML

Revenue - Additional Information (Detail)	9 Months Ended
	Oct. 07, 2023 USD ($)
Disaggregation Of Revenue [Line Items]
Revenue recognition performance obligation	$ 0
Revenue recognition contract terms	30 days
Contract assets	$ 0
Maximum [Member]
Disaggregation Of Revenue [Line Items]
Revenue recognition contract terms	1 year

XML

Revenue - Summary of Changes in Allowance for Credit Losses (Detail) - USD ($) $ in Thousands	9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning balance	$ 7,046	$ 5,145
Changes in credit loss estimates	(875)	903
Write-offs charged against the allowance	(448)	(756)
Ending balance	5,723	5,292
Current Accounts and Notes Receivable [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning balance	6,098	4,414
Changes in credit loss estimates	(1,314)	903
Write-offs charged against the allowance	(448)	(756)
Ending balance	4,336	4,561
Long Term Notes Receivable [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning balance	948	731
Changes in credit loss estimates	439	0
Ending balance	$ 1,387	$ 731

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Acquisitions (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Business Acquisition [Line Items]
Acquisition and integration, net	$ 2,130	$ (577)	$ 2,259	$ 98

XML

Goodwill and Other Intangible Assets - Additional Information (Detail) $ in Thousands	9 Months Ended
	Oct. 07, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Goodwill [Line Items]
Goodwill	$ 182,160	$ 182,160
Number of reporting units | Segment	2
Indefinite-lived intangible assets	$ 67,800	67,800
Retail [Member]
Goodwill [Line Items]
Goodwill	1,100	1,100
Wholesale [Member]
Goodwill [Line Items]
Goodwill	$ 181,000	$ 181,000

XML

Restructuring and Asset Impairment - Schedule of Activity of Reserves for Closed Properties (Detail) $ in Thousands	9 Months Ended
	Oct. 07, 2023 USD ($)
Restructuring Cost And Reserve [Line Items]
Beginning balance	$ 3,977
Provision for severance	21
Changes in estimates	(228)
Accretion expense	83
Payments	(857)
Ending balance	2,996
Lease Ancillary Costs
Restructuring Cost And Reserve [Line Items]
Beginning balance	3,977
Changes in estimates	(228)
Accretion expense	83
Payments	(836)
Ending balance	2,996
Severance [Member]
Restructuring Cost And Reserve [Line Items]
Provision for severance	21
Payments	$ (21)

XML

Restructuring and Asset Impairment - Schedule of Restructuring and Asset Impairment, Net (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Restructuring Cost And Reserve [Line Items]
Loss (gain) on sales of assets related to closed facilities				$ 304	$ (68)
Provision for severance				21
Business Restructuring Reserves
Restructuring Cost And Reserve [Line Items]
Asset impairment charges	[1]		$ 752	3,745	4,232
Provision for closing charges			857		857
Loss (gain) on sales of assets related to closed facilities	[2]	$ 120	(2,553)	(2,470)	(3,168)
Provision for severance		1		21	9
Other (income) costs associated with site closures	[3]	(4)	58	596	(17)
Lease termination adjustments	[4]				(102)
Changes in estimates	[5]	(575)		(521)	(73)
Total		$ (458)	$ (886)	$ 1,371	$ 1,738

[1] Asset impairment charges in the current year relate to two store closures within the Retail segment and impairment losses related to a distribution location that sustained significant storm damage within the Wholesale segment. In the prior year, asset impairment charges were incurred in the Retail segment and related to restructuring of the Retail segment's e-commerce delivery model and a store closure.

[2] Loss (gain) on sales of assets in the current year primarily relate to the sale of a store within the Retail segment. Gains on sales of assets in the prior year relates to the sales of real property of previously closed locations within the Wholesale and Retail segments.

[3] Other costs net activity in the current year primarily relate to Retail store closings. In the prior year, activity primarily relates to restructuring activity within the Wholesale segment and Retail store closings.

[4] Lease termination adjustments in the prior year relate to the gain recognized to terminate a lease agreement.

[5] Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations. The current quarter also included a $0.3 million gain for additional insurance proceeds received related to a distribution location that sustained significant storm damage within the Wholesale segment.

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Restructuring and Asset Impairment - Schedule of Restructuring and Asset Impairment, Net (Parenthetical) (Details) $ in Millions	3 Months Ended
	Oct. 07, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Gain on Business Interruption Insurance Recovery	$ 0.3

XML

Restructuring and Asset Impairment - Additional Information (Detail) - Fair Value Measurements Nonrecurring - Significant unobservable inputs (Level 3) - USD ($) $ in Millions	9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022
Restructuring Cost And Reserve [Line Items]
Long-lived assets	$ 7.4	$ 4.3
Long-lived assets measured fair value on nonrecurring basis	3.7	0.1
Impairment charges	$ 3.7	$ 4.2

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Fair Value Measurements - Schedule of Book Value and Estimated Fair Value of Debt Instruments, Excluding Debt Financing Costs (Detail) - USD ($) $ in Thousands	Oct. 07, 2023	Dec. 31, 2022
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$ 8,410	$ 6,789
Long-term debt and finance lease liabilities	540,147	501,419
Total book value of debt instruments	548,557	508,208
Fair value of debt instruments, excluding debt financing costs	545,025	507,668
Deficit of fair value over book value	$ (3,532)	$ (540)

XML

Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands	Oct. 07, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Prepaid expenses and other current assets	$ 63,594	$ 62,244
Other long-term liabilities	28,212	33,376
Accumulated other comprehensive loss	$ 5,155	$ 2,979

XML

Derivatives - Schedule of pay-fixed, receive-floating interest rate swap contract (Details) $ in Millions	9 Months Ended
	Oct. 07, 2023 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Effective Date	Mar. 17, 2023
Maturity Date	Nov. 17, 2027
Notional Value	$ 150
Pay Fixed Rate	3.646%
Receive Floating Rate	One-Month CME Term SOFR
Floating Rate Reset Terms	Monthly

XML

Derivatives - Schedule of fair value of the interest rate swap (Details) - USD ($) $ in Thousands	Oct. 07, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Prepaid expenses and other current assets	$ 63,594	$ 62,244
Other assets, net	93,155	84,382
Accumulated other comprehensive income	5,155	$ 2,979
Interest rate swap [Member]
Offsetting Assets [Line Items]
Prepaid expenses and other current assets	2,489
Other assets, net	2,344
Accumulated other comprehensive income	$ 3,652

XML

Derivatives - Schedule of gains recognized in the condensed consolidated statements of earnings for the interest rate swap, presented on a pre-tax basis (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 07, 2023	Oct. 07, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Total amounts of expense line items presented in the condensed consolidated statements of earnings in which the effects of cash flow hedges are recorded	$ 9,280	$ 30,218
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings	$ 573	$ 1,242

XML

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Jan. 12, 2023	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Loss Contingencies [Line Items]
Multiemployer Plan, Pension, Significant, Plan Contribution		$ 2.3	$ 2.2	$ 9.8	$ 9.1
Financial Service [Member]
Loss Contingencies [Line Items]
Multiemployer Plan, Pension, Significant, Plan Contribution	$ 35,800.0

XML

Associate Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions			3 Months Ended		4 Months Ended	9 Months Ended
	Jul. 01, 2023	Jul. 01, 2022	Oct. 07, 2023	Oct. 08, 2022	Apr. 22, 2023	Oct. 07, 2023	Oct. 08, 2022
Defined Benefit Plan Disclosure [Line Items]
Gain realized related to refund					$ 0.2
Pension contributions during last plan year			$ 2.3	$ 2.2		$ 9.8	$ 9.1
Retiree Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit (income) expense			0.8	0.8		2.5	0.9
Increase (Decrease) in obligations						6.6
SpartanNash Retiree Medical Plan Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit (income) expense	$ 0.3	$ 0.7
Payment to retired participants	$ 1.3	$ 2.0
SpartanNash Retiree Medical Plan Plan [Member] | Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit (income) expense			$ 0.7	$ 0.7		$ 2.2	$ 0.2

XML

Income Taxes - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	23.70%	32.50%	24.40%	25.40%

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Stock-Based Compensation - Summary of Allocation of Stock-Based Compensation Expense in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Share-Based Payment Arrangement, Additional Disclosure [Abstract]
Restricted stock expense	$ 1,771	$ 1,280	$ 8,468	$ 6,972
Performance share unit expense	577		1,492
Income tax benefit	(593)	(582)	(3,502)	(3,630)
Stock-based compensation stock expense, net of tax	$ 1,755	$ 698	$ 6,458	$ 3,342

XML

Stock-Based Compensation - Summary of Stock Incentive Plans Activity (Detail)	9 Months Ended
	Oct. 07, 2023 $ / shares shares
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Beginning balance | shares	863,063
Granted | shares	445,762
Vested | shares	(432,150)
Cancelled/Forfeited | shares	(38,062)
Outstanding, Ending balance | shares	838,613
Weighted Average Grant-Date Fair Value, Beginning balance | $ / shares	$ 22.05
Weighted Average Grant-Date Fair Value, Granted | $ / shares	26.97
Weighted Average Grant-Date Fair Value, Vested | $ / shares	21.16
Weighted Average Grant-Date Fair Value, Cancelled/Forfeited | $ / shares	26.22
Weighted Average Grant-Date Fair Value, Ending balance | $ / shares	$ 24.94
Performance Share Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted | shares	299,840
Cancelled/Forfeited | shares	(2,803)
Outstanding, Ending balance | shares	297,037
Weighted Average Grant-Date Fair Value, Granted | $ / shares	$ 27.01
Weighted Average Grant-Date Fair Value, Cancelled/Forfeited | $ / shares	27.24
Weighted Average Grant-Date Fair Value, Ending balance | $ / shares	$ 27.01

XML

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Oct. 07, 2020	Oct. 07, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock warrant, outstanding and nonvested		3,262,357	3,479,849
Unrecognized cost related to non-vested warrant shares		$ 17.2
Non-vested warrant shares expensed as vesting conditions are satisfied over the remaining term		4 years
Warrant shares, vested and exercisable		2,174,915
Non-vested warrant shares, intrinsic value		$ 17.1
Vested warrant shares, intrinsic value		11.4
NV Investment Holdings [Member] | Commercial Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant to acquire number of securities, common stock shares	5,437,272
Exercise price	$ 17.7257
Warrant commercial supply agreement	$ 200.0
Right to purchase warrant, expiration date	Oct. 07, 2027
NV Investment Holdings [Member] | Commercial Agreement [Member] | Warrants One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant to purchase number of securities, common stock shares vested	1,087,455
Warrant grant date fair value per share	$ 5.51
NV Investment Holdings [Member] | Commercial Agreement [Member] | Warrants Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant grant date fair value per share	$ 5.33
Stock warrant, outstanding and nonvested	4,349,817
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 11.1
Unrecognized compensation cost, weighted average period of recognition		1 year 10 months 24 days
Performance Share Unit Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 6.5
Unrecognized compensation cost, weighted average period of recognition		2 years 2 months 12 days

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Stock-Based Compensation - Summary of Share-based Payment Expense Recognized as a Reduction of Net Sales in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022
Share-Based Payment Arrangement, Additional Disclosure [Abstract]
Warrant expense	$ 319	$ 505	$ 1,279	$ 1,659
Income tax benefit	(43)	(46)	(138)	(187)
Warrant expense, net of tax	$ 276	$ 459	$ 1,141	$ 1,472

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Stock-Based Compensation - Summary of Stock Warrant Activity (Detail)	9 Months Ended
	Oct. 07, 2023 shares
Share-Based Payment Arrangement [Abstract]
Stock warrant, outstanding and nonvested	3,479,849
Vested	(217,492)
Stock warrant, outstanding and nonvested	3,262,357

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Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				4 Months Ended		9 Months Ended
	Oct. 07, 2023	Jul. 15, 2023	Oct. 08, 2022	Jul. 16, 2022	Apr. 22, 2023	Apr. 23, 2022	Oct. 07, 2023	Oct. 08, 2022
Numerator:
Net earnings	$ 11,127	$ 19,468	$ 9,464	$ 5,115	$ 11,337	$ 19,289	$ 41,932	$ 33,868
Adjustment for earnings attributable to participating securities	(81)		(100)				(333)	(406)
Net earnings used in calculating earnings per share	$ 11,046		$ 9,364				$ 41,599	$ 33,462
Denominator:
Weighted average shares outstanding, including participating securities	34,020		35,160				34,262	35,444
Adjustment for participating securities	(247)		(370)				(272)	(425)
Weighted Average Number of Shares Outstanding, Basic	33,773		34,790				33,990	35,019
Shares used in calculating diluted earnings per share	34,277		35,775				34,695	35,973
Net earnings	$ 0.33		$ 0.27				$ 1.22	$ 0.96
Net earnings	$ 0.32		$ 0.26				$ 1.2	$ 0.93
Stock Warrant [Member]
Denominator:
Effect of dilutive restricted stock awards	432		792				614	784
Restricted Stock Awards [Member]
Denominator:
Effect of dilutive restricted stock awards	72		193				91	170

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Earnings Per Share (Additional Information) (Details) - shares	3 Months Ended	9 Months Ended
	Oct. 07, 2023	Oct. 07, 2023
Restricted Stock Awards [Member]
Weighted average restricted stock awards, anti-dilutive	288,041	18,340

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Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022
Non-cash investing activities:
Capital expenditures included in accounts payable	$ 6,458	$ 6,341
Operating lease asset additions	34,815	16,227
Finance lease asset additions	13,492	16,204
Non-cash financing activities:
Recognition of operating lease liabilities	34,815	16,227
Recognition of finance lease liabilities	13,492	16,204
Other supplemental cash flow information:
Cash paid for interest	$ 30,930	$ 13,008

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Reporting Segment Information - Schedule of Segment Reporting Information, by Operating Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 07, 2023	Oct. 08, 2022	Oct. 07, 2023	Oct. 08, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net sales	$ 2,264,248	$ 2,296,512	$ 7,484,036	$ 7,334,060
Acquisition and integration, net	2,130	(577)	2,259	98
Restructuring and asset impairment, net	(458)	(886)	1,371	1,738
Depreciation and amortization	23,042	21,833	75,245	72,274
Operating earnings	23,071	19,300	83,170	59,778
Capital expenditures	25,388	19,851	86,212	66,282
Total Assets	2,333,776		2,333,776		$ 2,306,561
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	274,974	281,166	903,806	904,819
Wholesale [Member]
Segment Reporting Information [Line Items]
Net sales	1,602,000	1,629,869	5,321,048	5,213,733
Acquisition and integration, net	65	0	189	0
Restructuring and asset impairment, net	(293)	2,088	688	(2,216)
Depreciation and amortization	12,151	11,090	39,165	36,602
Operating earnings	18,153	14,015	66,020	54,834
Capital expenditures	16,287	9,642	54,512	34,867
Total Assets	1,573,915		1,573,915		1,525,760
Wholesale [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	1,602,000	1,629,869	5,321,048	5,213,733
Wholesale [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	274,540	280,892	902,720	904,144
Retail [Member]
Segment Reporting Information [Line Items]
Net sales	662,248	666,643	2,162,988	2,120,327
Acquisition and integration, net	0	(577)	2,070	98
Restructuring and asset impairment, net	(165)	1,202	683	3,954
Depreciation and amortization	10,891	10,743	36,080	35,672
Operating earnings	4,918	(5,285)	17,150	4,944
Capital expenditures	9,101	10,209	31,700	31,415
Total Assets	759,861		759,861		$ 780,801
Retail [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	662,248	666,643	2,162,988	2,120,327
Retail [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	$ 434	$ 274	$ 1,086	$ 675