UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 12, 2025.
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 000-31127
SPARTANNASH COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Michigan
38-0593940
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan
49518
(Address of Principal Executive Offices)
(Zip Code)
(616) 878-2000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
SPTN
NASDAQ Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 12, 2025, the registrant had 33,858,092 outstanding shares of common stock, no par value.
FORWARD-LOOKING STATEMENTS
The matters discussed in this report 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 (the “Exchange Act”), including statements regarding the future plans, strategies, objectives, goals or expectations of the Company. These forward-looking statements may be identifiable by words or phrases indicating that SpartanNash and/or C&S “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 combined company is “positioned” for a particular result, or similarly stated expectations. Undue reliance should not be placed on these forward-looking statements, 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.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include risks related to the transactions described in the Agreement and Plan of Merger (the “Merger Agreement”) with C&S Wholesale Grocers, LLC (“C&S”), pursuant to which C&S will acquire SpartanNash (the “Transaction”) such as the ability to complete the transaction on the agreed terms and expected timetable; the business uncertainties, operational disruptions and contractual restrictions during the pendency of the Transaction; litigation and regulatory proceedings related to the Transaction; 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; the Company's ability to implement its growth strategy through acquisitions and successfully integrate acquired businesses; disruptions to the Company's information technology systems and security network, including security breaches and cyber-attacks; impacts to the availability and performance of the Company’s information technology systems; changes in relationships with the Company's vendor base; changes in product availability and product pricing from vendors; macroeconomic uncertainty, including rising inflation, potential economic recession, tariffs and increasing interest rates; difficulty attracting and retaining well-qualified Associates and effectively managing increased labor costs; failure to successfully retain or manage transitions with executive leaders and other key personnel; changes in geopolitical conditions; impairment charges for goodwill or other long-lived assets; impacts to the Company's business and reputation due to focus on environmental, social and governance matters; customers to whom the Company extends credit or for whom the Company guarantees loans may fail to repay the Company; disruptions associated with severe weather conditions and natural disasters, including effects from climate change; disruptions associated with disease outbreaks; 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; the Company's level of indebtedness; interest rate fluctuations; the Company's ability to service its debt and to comply with debt covenants; changes in government regulations; labor relations issues; 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; cost increases related to multi-employer pension 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 (the “SEC”). Additional risks and uncertainties not currently known to the Company or that the Company 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 report.
2
TABLE OF CONTENTS
Page
PART I.
FINANCIAL INFORMATION
4
Item 1.
Financial Statements
Condensed Consolidated Balance Sheets
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
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33
Item 4.
Controls and Procedures
PART II.
OTHER INFORMATION
35
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
36
Item 5.
Other Information
Item 6.
Exhibits
37
Signatures
38
3
PART I
ITEM 1. Financial Statements
SPARTANNASH COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, Unaudited)
July 12,
December 28,
2025
2024
Assets
Current assets
Cash and cash equivalents
$
25,504
21,570
Accounts and notes receivable, net
450,133
448,887
Inventories, net
530,148
546,312
Prepaid expenses and other current assets
82,200
75,042
Total current assets
1,087,985
1,091,811
Property and equipment, net
759,350
779,984
Goodwill
181,035
Intangible assets, net
115,570
117,821
Operating lease assets
306,434
327,211
Other assets, net
107,135
104,434
Total assets
2,557,509
2,602,296
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable
510,506
485,017
Accrued payroll and benefits
60,767
85,829
Other accrued expenses
60,142
61,993
Current portion of operating lease liabilities
47,165
49,562
Current portion of long-term debt and finance lease liabilities
14,970
12,838
Total current liabilities
693,550
695,239
Long-term liabilities
Deferred income taxes
99,214
91,010
Operating lease liabilities
281,946
305,051
Other long-term liabilities
27,004
26,537
Long-term debt and finance lease liabilities
713,971
740,969
Total long-term liabilities
1,122,135
1,163,567
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 33,858 and 33,752 shares outstanding
461,887
454,751
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding
—
Accumulated other comprehensive (loss) income
(200
)
1,337
Retained earnings
280,137
287,402
Total shareholders’ equity
741,824
743,490
Total liabilities and shareholders’ equity
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
12 Weeks Ended
28 Weeks Ended
July 12, 2025
July 13, 2024
Net sales
2,271,145
2,230,756
5,180,769
5,037,019
Cost of sales
1,888,523
1,877,753
4,316,653
4,243,672
Gross profit
382,622
353,003
864,116
793,347
Operating expenses
Selling, general and administrative
355,273
318,157
814,334
721,790
Acquisition and integration, net
9,315
2,613
13,155
2,940
Restructuring and asset impairment, net
(90
6,107
(458
11,875
Total operating expenses
364,498
326,877
827,031
736,605
Operating earnings
18,124
26,126
37,085
56,742
Other expenses and (income)
Interest expense, net
12,280
10,541
27,492
24,028
Other, net
(208
(550
(459
(1,598
Total other expenses, net
12,072
9,991
27,033
22,430
Earnings before income taxes
6,052
16,135
10,052
34,312
Income tax (benefit) expense
(138
4,646
1,782
9,852
Net earnings
6,190
11,489
8,270
24,460
Net earnings per basic common share
0.18
0.34
0.24
0.72
Net earnings per diluted common share
0.71
Weighted average shares outstanding:
Basic
33,915
33,726
33,808
33,962
Diluted
34,446
33,958
34,234
34,329
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Other comprehensive income (loss), before tax
Change in interest rate swap
420
(2,882
(2,008
1,726
Postretirement liability adjustment
(570
(1,462
Total other comprehensive income (loss), before tax
(3,452
264
Income tax (expense) benefit related to items of other comprehensive income (loss)
(99
809
471
(55
Total other comprehensive income (loss), after tax
321
(2,643
(1,537
209
Comprehensive income
6,511
8,846
6,733
24,669
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated
Other
Shares
Common
Comprehensive
Retained
Outstanding
Stock
Income (Loss)
Earnings
Total
Balance at December 28, 2024
33,752
2,080
Other comprehensive loss
(1,858
Dividends - $0.22 per share
(7,845
Stock-based compensation
5,645
Issuances of common stock for vested restricted stock units
158
Stock warrant
188
Issuances of common stock for associate stock purchase plan
31
543
Cancellations of stock-based awards
(84
(2,706
Balance at April 19, 2025
33,857
458,421
(521
281,637
739,537
Other comprehensive income
(7,690
3,125
110
Issuances of common stock for associate stock purchase plan and other stock-based awards
12
247
(11
(16
Balance at July 12, 2025
33,858
Balance at December 30, 2023
34,610
460,299
796
317,087
778,182
12,971
2,852
Dividends - $0.2175 per share
(7,705
Share repurchases
(134
(2,616
3,720
326
32
626
(159
(3,151
Balance at April 20, 2024
34,349
459,204
3,648
322,353
785,205
(7,582
(627
(12,435
1,856
15
190
19
291
(6
(30
Balance at July 13, 2024
33,750
449,076
1,005
326,260
776,341
See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges
(835
12,129
Depreciation and amortization
64,719
53,988
Non-cash rent
(4,367
(1,676
LIFO expense
8,106
3,529
Postretirement benefits expense (income)
213
(1,085
12,483
4,254
Stock-based compensation expense
8,770
5,576
298
516
Loss on disposals of assets
237
44
Other operating activities
1,003
991
Changes in operating assets and liabilities:
Accounts receivable
(1,913
(3,619
Inventories
7,308
48,517
Prepaid expenses and other assets
10,042
2,213
36,636
9,962
(25,090
(25,604
Current income taxes
(11,418
(3,604
Other accrued expenses and other liabilities
(1,899
1,507
Net cash provided by operating activities
112,563
132,098
Cash flows from investing activities
Purchases of property and equipment
(51,179
(67,074
Net proceeds from the sale of assets
137
1,901
Acquisitions, net of cash acquired
(14,898
Loans to customers
(7,707
Payments from customers on loans
2,772
983
Other investing activities
(3,468
(407
Net cash used in investing activities
(59,445
(79,495
Cash flows from financing activities
Proceeds from senior secured credit facility
787,690
715,399
Payments on senior secured credit facility
(810,947
(721,069
Repayment of other long-term debt and finance lease liabilities
(7,015
(5,879
(15,051
Net payments related to stock-based award activities
(2,722
(3,181
Dividends paid
(15,476
(15,360
Other financing activities
(714
(184
Net cash used in financing activities
(49,184
(45,325
Net increase in cash and cash equivalents
3,934
7,278
Cash and cash equivalents at beginning of period
17,964
Cash and cash equivalents at end of period
25,242
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 28, 2024.
In the opinion of management, the accompanying condensed consolidated financial statements, taken as a whole, contain all adjustments, including normal recurring items, necessary to present fairly the financial position of SpartanNash as of July 12, 2025, and the results of its operations and cash flows for the interim periods presented. The preparation of the condensed consolidated financial statements and related notes to the financial statements requires management to make estimates. Estimates are based on historical experience, where applicable, and expectations of future outcomes which management believes are reasonable under the circumstances. Interim results are not necessarily indicative of results for a full year.
The unaudited information in the condensed consolidated financial statements for the second quarter and year-to-date periods of 2025 and 2024 include the results of operations of the Company for the 12- and 28-week periods ended July 12, 2025 and July 13, 2024, respectively.
Note 2 – Adoption of New Accounting Standards and Recently Issued Accounting Standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. The Company adopted ASU 2023-07 during the year ended December 28, 2024. See Note 16 Reportable Segment Information in the accompanying notes to the condensed consolidated financial statements for further detail.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Note 3 – Merger Agreement
Transaction Overview
On June 22, 2025, the Company entered into a Merger Agreement with C&S, pursuant to which C&S will acquire SpartanNash for a purchase price of $26.90 per share of SpartanNash common stock in cash, representing total consideration of $1.77 billion, which includes assumed debt. The Transaction was unanimously approved by the Boards of Directors of both companies and is expected to close in late 2025, subject to certain customary closing conditions, including, among other things, receipt of Company shareholder approval and applicable regulatory approvals. For additional information, see the full text of the Merger Agreement, which is included as Exhibit 2.1 within Item 6. Exhibits of this Form 10-Q. If the Transaction is consummated, the Common Stock will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act. During the 12-week period ended July 12, 2025, the Company incurred legal and other third-party advisor expenses of approximately $8.3 million in connection with the pending Transaction.
Treatment of Equity Awards and Stock Warrant
Upon closing of the Transaction, pursuant to the terms of the Merger Agreement, each outstanding equity award granted prior to the date of the Merger Agreement and/or to a non-employee member of the Board of Directors will automatically vest (with performance share units vesting in full or on a pro rata basis based on the greater of the target and actual performance level, each in accordance with the Merger Agreement), and be cancelled and converted into the right to receive a cash payment equal to merger consideration and any accrued and unpaid dividends or dividend equivalents thereon. Any restricted stock units granted after the date of the Merger Agreement will vest as to one-third or one-sixth of the award, depending on the date of the closing of the Transaction, and be converted into the right to receive a cash payment equal to the merger consideration, and the remainder will be converted into a cash-based award based on the merger consideration that will otherwise continue to vest in accordance with the original terms and conditions applicable to such award.
The Company previously 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. Pursuant to the terms of the Merger Agreement, if any portion of the Warrant is then outstanding at least ten business days prior to closing of the Transaction, the Company shall, under certain circumstances, effect the exercise thereof through a Cashless Exercise (as defined in the Merger Agreement).
For further information related to the Company's stock-based employee awards and the stock warrant, refer to Note 13.
Note 4 – Acquisitions
The Company acquired all of the outstanding shares of Metcalfe Markets, Inc. ("Metcalfe's") and Fresh Encounter Inc. ("Fresh Encounter") on May 19, 2024 and November 30, 2024, respectively. On December 9, 2024, the Company acquired certain assets and assumed certain liabilities of Markham Enterprises ("Markham"). The acquisitions were funded with proceeds from the Company’s Revolving Credit Facility. The following table provides the purchase price and the fair value of identified assets and acquired liabilities assumed at the date of acquisition:
(In thousands)
Total Acquisitions
Consideration
Cash paid at closing
122,741
Less: Cash acquired
(4,804
117,937
Contingent consideration arrangement
3,000
Purchase price adjustments
8,395
Fair value of total consideration transferred
129,332
Identifiable assets acquired and liabilities assumed, net of cash acquired:
8,571
Inventory
36,606
Prepaid expenses
1,404
Intangible assets
32,750
78,788
Property and equipment
66,385
Other assets
259
(14,968
(5,036
(6,208
(8,126
(78,788
(894
(26,002
Total identifiable assets
84,741
44,591
Note: Purchase price adjustments include non-cash settlements of prior accounts receivable balances, as well as net working capital adjustments.
10
The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition dates based on estimates. These estimates are subject to revision upon the finalization of the valuations of the certain acquired assets including property and equipment, intangible assets, working capital and related deferred tax liabilities. Any adjustments will be made prior to the ends of respective measurement periods. The excess of the purchase price over the fair value of net assets acquired was recorded as goodwill in the consolidated balance sheet and allocated to the Retail segment. During the fourth quarter of fiscal 2024, the Company determined that the Retail reporting unit's carrying value exceeded its fair value. Accordingly, the goodwill associated with these acquisitions was fully impaired. The goodwill related to the Markham acquisition is deductible for tax purposes, while the goodwill related to the Metcalfe's acquisition is not deductible for tax purposes. The majority of the goodwill for the Fresh Encounter acquisition is not deductible for tax purposes.
Metcalfe's currently operates three stores in Wisconsin with approximately 500 employees. Metcalfe's was not previously a customer of the Company's Wholesale segment. The acquisition expands the Company's Retail segment further into Wisconsin.
Fresh Encounter currently operates 49 stores in Ohio, Indiana and Kentucky with approximately 2,500 employees under the retail store banners Community Markets, Remke Markets, Chief Markets and Needler's Fresh Market. Prior to the acquisition, Fresh Encounter was an independent retailer and customer of the Company’s Wholesale segment. The acquisition expanded the footprint of the Company’s Retail segment into Kentucky and grew the existing footprint in Ohio and Indiana.
Markham currently operates three fuel centers/convenience stores, in addition to providing fuel distribution services, in mid-Michigan, with approximately 40 employees. Markham was not previously a customer of the Company's Wholesale segment. The acquisition expanded the footprint of the Company's Retail segment, specifically fuel centers, further into mid-Michigan.
Consistent with other corporate-owned retail stores and fuel centers, intercompany sales between the Wholesale segment and Metcalfe's, Fresh Encounter, and Markham are eliminated.
11
Note 5 – Revenue
Disaggregation of Revenue
The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments:
12 Weeks Ended July 12, 2025
28 Weeks Ended July 12, 2025
Wholesale
Retail
Type of products:
Center store (a)
563,192
289,193
852,385
1,286,593
651,221
1,937,814
Fresh (b)
484,947
298,884
783,831
1,096,910
664,558
1,761,468
Non-food (c)
438,456
136,347
574,803
1,043,191
311,546
1,354,737
Fuel
38,222
82,250
21,695
21,904
44,017
483
44,500
1,508,290
762,855
3,470,711
1,710,058
Type of customers:
Individuals
762,646
1,709,575
Independent retailers (d)
498,198
1,106,536
National accounts
462,312
1,082,390
Military (e)
538,340
1,260,523
9,440
9,649
21,262
21,745
12 Weeks Ended July 13, 2024
28 Weeks Ended July 13, 2024
576,284
256,841
833,125
1,337,529
560,055
1,897,584
482,558
259,255
741,813
1,097,927
556,171
1,654,098
474,486
121,583
596,069
1,082,792
270,454
1,353,246
38,172
81,093
21,300
277
21,577
50,401
597
50,998
1,554,628
676,128
3,568,649
1,468,370
675,851
1,467,773
532,398
1,197,583
492,215
1,128,845
521,532
1,221,439
8,483
8,760
20,782
21,379
(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:
Current Accounts
Long-term
and Notes Receivable
Notes Receivable
2,917
481
3,398
Changes in credit loss estimates
1,004
136
1,140
Write-offs charged against the allowance
(35
3,886
617
4,503
4,611
1,212
5,823
52
(307
(255
(72
(350
(422
4,591
555
5,146
Note 6 – Goodwill and Other Intangible Assets
The Company has two reporting units; however, no goodwill exists within the Retail reporting unit. The carrying amount of goodwill recorded within the Wholesale reporting unit was $181.0 million as of both July 12, 2025 and December 28, 2024.
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 $88.5 million as of both July 12, 2025 and December 28, 2024.
The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of the first day of the fourth quarter of each year, and more frequently if circumstances indicate impairment is more likely than not to have occurred. 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.
13
Note 7 – Restructuring and Asset Impairment
The following table provides the activity of reserves for closed properties for the 28-week period ended July 12, 2025. 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 Costs
Severance
6,043
6,054
Provision for closing charges
2,605
Provision for severance
23
Lease termination adjustments
(3,497
Changes in estimates
(33
Accretion expense
126
Payments
(1,423
(34
(1,457
3,821
Restructuring and asset impairment, net in the condensed consolidated statements of earnings consisted of the following:
Asset impairment charges (a)
6,863
153
12,984
Gain on sales of assets related to closed facilities
(96
(140
(45
Provision for closing charges (b)
27
Other costs (income) associated with site closures (c)
(113
(17
941
(271
Lease termination adjustments (d)
(670
(4,007
(820
(a) Asset impairment charges in the prior year were incurred in the Retail segment on long-lived assets and an indefinite-lived trade name as a result of changes in the competitive environment.
(b) Provision for closing charges in the current year relate to the closure of four stores within the Retail segment.
(c) Other costs in the current year relates to site closures within both segments and a gain on a lease modification in the Retail segment in the second quarter.
(d) Lease termination adjustments in the current year relate to gains recognized to terminate a lease agreement, which included the write-off of the lease liability totaling $0.5 million and the write-off of ancillary lease costs included in the reserve for closed properties totaling $3.5 million. In addition, lease termination adjustments in the prior year relate to the gain recognized to terminate a lease agreement, which included a $0.2 million write-off of the lease liability and a $0.5 million write-off of lease ancillary costs included in the reserve for closed properties.
In the prior year, due to changes in the competitive environment, the Company evaluated an indefinite-lived trade name within the Retail segment for potential impairment. The indefinite-lived trade name with a book value of $23.7 million was measured at a fair value of $17.6 million, resulting in an impairment charge of $6.1 million. Indefinite-lived intangible assets are measured at fair value using Level 3 inputs under the fair value hierarchy, as further described in Note 8. Fair value of indefinite-lived assets is determined by estimating the amount and timing of net future cash flows, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance and, in the case of indefinite-lived trade name assets, estimated royalty rates.
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 8. In the current year, a long-lived asset with a book value of $0.2 million was fully impaired. In the prior year, assets with a book value of $7.4 million were measured at a fair value of $0.5 million, resulting in impairment charges of $6.9 million. The fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows, including the expected proceeds from the sale of assets 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.
14
Note 8 – 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 6 and 7. At July 12, 2025 and December 28, 2024, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:
December 28, 2024
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities
717,138
744,307
Total book value of debt instruments
732,108
757,145
Fair value of debt instruments, excluding debt financing costs
734,814
755,063
Excess (deficit) of fair value over book value
2,706
(2,082
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 9.
Note 9 – 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 was designated as a cash flow hedge as of the effective date, March 17, 2023, and continues to be designated as a cash flow hedge. The interest rate swap is reflected at its fair value in the condensed consolidated balance sheets. Refer to Note 8 for further information on the fair value of the interest rate swap.
Details of the pay-fixed, receive-floating interest rate swap contract 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 retrospective and prospective qualitative assessments 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 (loss)" 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 July 12, 2025 and December 28, 2024, respectively, are as follows:
Derivative Fair Value
Condensed Consolidated Balance Sheets Location
Cash Flow Hedge:
Interest rate swap
477
808
1,053
701
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:
Total amounts of expense line items presented in the condensed consolidated statements of earnings in which the effects of cash flow hedges are recorded
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings
238
588
560
1,377
Note 10 – Commitments and Contingencies
The Company continuously evaluates its exposure to loss contingencies, including those related to routine legal proceedings to which the Company is a party and which are incidental to its business, based upon the best available information. Although assessing and predicting the outcome and impact related to loss contingencies involves substantial uncertainties, the Company believes that its allowances for loss have been disclosed to the extent necessary, that its assessment of contingencies is reasonable and that their outcome will not result in a material adverse effect on the Company’s consolidated financial position, operating results or liquidity. Any material variations in or adjustments to the Company's loss contingency estimates will be reported when known.
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 January 12, 2023, the Central States Plan received approximately $35.8 billion in Special Financial Assistance (the "SFA") from the Pension Benefit Guaranty Corporation, inclusive of interest, which was granted to alleviate the risk of insolvency of the Plan. On March 31, 2025, in accordance with the Pension Protection Act ("PPA"), the Plan's actuary certified that the Plan was considered to be in "critical" zone status for the plan year beginning January 1, 2025. In light of the receipt of the SFA, the Central States Plan has represented that the Plan is expected to be funded well into the future. Despite the expectations of the Plan, the Company views the Plan's solvency as an ongoing risk factor.
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. Management is not aware of any significant change in funding levels in the Plan since December 28, 2024. Due to uncertainty regarding future factors that could trigger a withdrawal liability or increase the funding obligations of the Plan borne by the Company, as well as the absence of specific information regarding matters such as the Plan's current financial situation, we are unable to determine with certainty the current amount of the Plan’s funding, SpartanNash’s current potential withdrawal liability exposure in the event of a future withdrawal from the Plan and/or the Company's potential exposure to increased funding obligations in the event of one or more participating employers withdrawing from the Plan. Any adjustment for withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably determined.
16
Note 11 – Associate Retirement Plans
During the 12- and 28-week periods ended July 13, 2024 the Company recognized net periodic postretirement benefit income of $0.5 million and $1.4 million, respectively, related to the SpartanNash Retiree Medical Plan ("Retiree Medical Plan" or "Plan").
The Company amended the Retiree Medical Plan on June 30, 2022. In connection with the amendment, the Company would 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 was amortized to net periodic postretirement benefit income over the remaining period until the final payment was made on June 28, 2024. During the 12- and 28- week periods ended July 13, 2024, the Company recognized $0.7 million and $1.7 million, respectively, in net periodic postretirement benefit income related to the amortization of the prior service credit from AOCI.
On June 28, 2024, the Company made the final lump sum payment of $1.3 million to all remaining active or retired participants, which constituted a final settlement of the Plan. The payment resulted in the recognition within net periodic postretirement expense of $0.1 million on June 28, 2024, related to the net actuarial loss within AOCI.
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 highly compensated associates.
Multi-Employer Plans
In addition to the plans listed above, the Company participates in the Central States Southeast and Southwest Pension Fund, the Michigan Conference of Teamsters and Ohio Conference of Teamsters Health and Welfare plans (collectively referred to as “multi-employer plans”), and other company-sponsored defined contribution plans for most associates covered by collective bargaining agreements.
With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are payable. The Company's contributions during the 12-week periods ended July 12, 2025 and July 13, 2024 were each $3.3 million. The Company's contributions during the 28-week periods ended July 12, 2025 and July 13, 2024 were $7.6 million and $7.9 million, respectively. See Note 10 for further information regarding contingencies related to the Company’s participation in the Central States Plan.
Note 12 – Income Taxes
The effective income tax rate was -2.3% and 28.8% for the 12 weeks ended July 12, 2025 and July 13, 2024, respectively. The effective income tax rate was 17.7% and 28.7% for the 28 weeks ended July 12, 2025 and July 13, 2024, respectively. The difference from the federal statutory rate in the current year quarter and year-to-date period reflects the impact of a one-time tax benefit arising from a purchase accounting measurement period adjustment for the Fresh Encounter acquisition. In addition, the differences from the federal statutory rate for all periods presented were also due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits.
Note 13 – 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, employees, or contractors of the Company, as determined by the Compensation Committee of the Board of Directors.
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:
Restricted stock expense
1,179
1,583
3,261
Restricted stock unit expense
1,630
874
4,977
3,664
Performance share unit expense (benefit)
1,024
(197
2,210
(1,349
Income tax benefit
(850
(517
(2,301
(1,442
Stock-based compensation expense, net of tax
2,275
1,339
6,469
4,134
17
The following table summarizes activity in the stock incentive plans for the 28 weeks ended July 12, 2025:
Weighted
Restricted
Average
Performance
Grant-Date
Share
Awards
Fair Value
Units
Outstanding at December 28, 2024
325,228
27.32
563,471
20.27
678,565
23.18
Granted
637,132
19.57
490,887
19.52
Vested
(210,378
27.52
(213,464
20.32
Cancelled/Forfeited
(15,023
27.00
(130,143
19.74
(134,604
21.37
Outstanding at July 12, 2025
99,827
26.93
856,996
19.82
1,034,848
21.68
The following table summarizes the unrecognized compensation cost and weighted average recognition period for awards granted under the Company's stock incentive plans as of July 12, 2025:
Unrecognized
Compensation
Recognition
Cost
Period
(in years)
Restricted stock awards
1,190
0.6
Restricted stock units
11,304
1.9
Performance share units
11,497
2.0
23,991
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. Non-cash share-based payment expense associated with the Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the Warrant.
Warrant expense recognized as a reduction of "Net sales" in the condensed consolidated statements of earnings, and related tax benefits were as follows:
Warrant expense
(7
(13
Warrant expense, net of tax
103
177
265
461
The following table summarizes stock warrant activity for the 28 weeks ended July 12, 2025:
Warrant
Outstanding and nonvested at December 28, 2024
3,044,865
(108,746
Outstanding and nonvested at July 12, 2025
2,936,119
As of July 12, 2025, total unrecognized cost related to nonvested warrant shares was $15.6 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 2.2 years. Warrants representing 2,501,153 shares are vested and exercisable. As of July 12, 2025, nonvested warrant shares had an intrinsic value of $26.0 million, and vested warrant shares had an intrinsic value of $22.1 million.
18
Note 14 – Earnings Per Share
Outstanding nonvested restricted stock awards granted to retirement-eligible Associates 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. The dilutive impact of the restricted stock awards, restricted stock units, and warrants are presented below, as applicable. Weighted average restricted stock awards and restricted stock units that were not included in the EPS calculations because they were anti-dilutive were 18,354 and 248,685 for the 12- weeks ended July 12, 2025 and July 13, 2024, respectively and were 7,904 and 200,091 for the 28-weeks ended July 12, 2025 and July 13, 2024, respectively. The performance share units are not currently dilutive. The following table sets forth the computation of basic and diluted net earnings per share:
Numerator:
Adjustment for earnings attributable to participating securities
(31
(62
(42
(145
Net earnings used in calculating earnings per share
6,159
11,427
8,228
24,315
Denominator:
Weighted average shares outstanding, including participating securities
Adjustment for participating securities
(168
(181
(173
(201
Shares used in calculating basic earnings per share
33,747
33,545
33,635
33,761
Effect of dilutive stock warrant
388
196
296
Effect of dilutive stock-based employee compensation
143
149
71
Shares used in calculating diluted earnings per share
34,278
33,777
34,061
34,128
Basic earnings per share
Diluted earnings per share
Note 15 – Supplemental Cash Flow Information
Supplemental cash flow information is as follows:
Non-cash investing activities:
Capital expenditures included in accounts payable and other long-term liabilities
12,421
14,678
Operating lease asset additions
5,588
51,696
Finance lease asset additions
5,235
9,321
Non-cash financing activities:
Recognition of operating lease liabilities
Recognition of finance lease liabilities
Other supplemental cash flow information:
Cash paid for interest
28,444
25,132
Note 16 – Segment Information
SpartanNash sells and distributes products that are typically found in supermarkets and discount stores. The Company’s operating segments reflect the manner in which the business is managed and how the Company allocates resources and assesses performance internally. The Company’s Chief Operating Decision Maker is the Chief Executive Officer, who determines the allocation of resources and, through a regular review of financial information, assesses the performance of the operating segments. The segment adjusted EBITDA is regularly provided to the CODM to assess segment profitability as well as to identify opportunities and risks to profitability within the segments to determine resource allocations accordingly. The business is classified by management into two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each with a different customer base, management structure, and separate operating budgets, forecasts, and incentive compensation targets.
The Company reviews its reportable segments on an annual basis, or more frequently if events or circumstances indicate a change in reportable segments has occurred. Refer to Note 5 for information regarding the basis of organization and types of products, services and customers from which the Company derives revenue. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the notes to the consolidated financial statements included in the Company's Annual Report filed on Form 10-K for the fiscal year ended December 28, 2024 and Note 1 above. Identifiable assets represent total assets directly associated with the reportable segments. Eliminations in assets identified to segments include intercompany receivables, payables and investments. Capital expenditures primarily relate to store remodels, IT upgrades and implementations, investments in supply chain infrastructure, office remodels, and equipment upgrades.
The following tables set forth information about the Company by reportable segment:
Net sales (including inter-segment sales)
1,830,082
763,178
2,593,260
4,188,639
1,710,753
5,899,392
Elimination of inter-segment sales
(321,792
(323
(322,115
(717,928
(695
(718,623
Total consolidated net sales
Less (a):
1,322,775
562,276
1,885,051
3,042,063
1,266,484
4,308,547
138,889
178,510
317,399
320,227
406,436
726,663
Segment adjusted EBITDA
46,626
22,069
68,695
108,421
37,138
145,559
Reconciliation of Adjusted EBITDA
(3,472
(8,106
(27,876
(64,719
(9,315
(13,155
90
458
Cloud computing amortization
(2,018
(4,691
Organizational realignment, net
(4,330
(8,947
Severance associated with cost reduction initiatives
(172
(261
(3,525
(9,294
(110
(298
292
776
Loss on disposal of assets
(135
(237
Interest and non-operating expenses, net
(12,072
(27,033
Other segment disclosures:
5,737
3,578
7,798
5,357
41
(131
(3,564
3,106
13,769
14,107
27,876
31,860
32,859
9,995
9,591
19,586
23,749
27,430
51,179
a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Amounts are presented on a non-GAAP, or adjusted basis.
20
1,836,860
676,628
2,513,488
4,185,246
1,469,461
5,654,707
(282,232
(500
(282,732
(616,597
(1,091
(617,688
1,376,353
499,891
1,876,244
3,151,829
1,088,314
4,240,143
137,254
152,752
290,006
318,173
339,302
657,475
41,021
23,485
64,506
98,647
40,754
139,401
(1,509
(3,529
(23,342
(53,988
(2,613
(2,940
(6,107
(11,875
(1,840
(3,858
(1,369
(1,675
(141
(1,900
(5,620
(190
(516
725
1,626
(64
(44
Postretirement plan amendment and settlement
(9,991
(22,430
1,977
636
963
118
5,989
(32
11,907
12,301
11,041
23,342
28,379
25,609
14,052
12,859
26,911
36,674
30,400
67,074
a) The significant expense categories and amounts align with the segment level-information that is regularly provided to the chief operating decision maker. Amounts are presented on a non-GAAP, or adjusted basis.
1,550,539
1,576,043
1,006,970
1,026,253
21
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
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 its own 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 stores. The Company’s Wholesale segment also distributes grocery products to 160 military commissaries and over 400 exchanges worldwide. The Company is the primary supplier of private brand products to U.S. military commissaries, a partnership with the Defense Commissary Agency ("DeCA") which began in fiscal 2017.
As of the end of the second quarter, the Company’s Retail segment operated 192 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 100 of its corporate owned retail stores (89 of the pharmacies are owned by the Company), operated two pharmacy locations not associated with corporate-owned retail locations and operated 39 fuel centers. The Company’s convenience and community-focused 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. Fiscal 2025 will contain 53 weeks; therefore, the fourth quarter of fiscal 2025 will contain 13 weeks. The fourth quarter includes the Thanksgiving and Christmas holidays, and depending on the fiscal year end, may include the New Year’s holiday.
The majority of the Company’s revenues are not seasonal in nature. However, in 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.
Transaction with C&S Wholesale Grocers
On June 22, 2025, the Company entered into a Merger Agreement with C&S, pursuant to which C&S will acquire SpartanNash for a purchase price of $26.90 per share of SpartanNash common stock in cash, representing total consideration of $1.77 billion, which includes assumed debt. The Transaction was unanimously approved by the Boards of Directors of both companies and is expected to close in late 2025, subject to certain customary closing conditions, including, among other things, receipt of Company shareholder approval and applicable regulatory approvals.
If the Transaction is consummated, our Common Stock will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act.
For additional information, see the full text of the Merger Agreement, which is included as Exhibit 2.1 within Item 6. Exhibits of this Form 10-Q and the Company’s Form 8-K filed with the SEC on June 23, 2025.
2025 Second Quarter Highlights
Key financial and operational highlights for the second quarter compared to the prior year quarter, unless otherwise noted, include the following:
The Company believes that certain known or anticipated trends may cause future results to vary from historical results. The Company believes certain growth and cost-saving initiatives may favorably impact future results. The Company anticipates that additional operating and capital investments will be necessary to support these and other programs which may have an impact on depreciation and interest costs. Offsetting the Company's expectations of favorable future results are macroeconomic headwinds including changes in consumer demand and input costs such as utilities, insurance and occupancy costs. During the second quarter, a significant customer advised the Company of its intention to begin a transition to in-sourcing which is expected to have an unfavorable impact on sales volume within the Wholesale segment.
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
100.0
1.8
2.9
16.8
15.8
16.7
8.4
8.9
15.6
14.3
15.7
11.7
12.8
0.4
0.1
0.3
**
Restructuring charges and asset impairment, net
(0.0
0.2
(101.5
(103.9
0.8
1.2
0.7
1.1
(30.6
(34.6
Other expenses, net
0.5
20.8
20.5
(62.5
(70.7
Income tax expense
0.0
(103.0
(81.9
(46.1
(66.2
Note: Certain totals do not sum due to rounding.
** Not meaningful
Net Sales – The following table presents net sales by segment and variances in net sales:
Variance
(46,338
(97,938
86,727
241,688
Total net sales
40,389
143,750
Net sales for the quarter ended July 12, 2025 (the “second quarter”) increased $40.4 million, or 1.8%, to $2.27 billion from $2.23 billion in the quarter ended July 13, 2024 (the “prior year quarter”). Net sales for the year-to-date period ended July 12, 2025 (the "year-to-date period") increased $143.7 million, or 2.9%, to $5.18 billion from $5.04 billion in the year-to-date period ended July 13, 2024 (the "prior year-to-date period"). The increases reflected an higher sales volume in the Retail segment, partially offset by lower volume in the Wholesale segment.
Wholesale net sales decreased $46.3 million, or 3.0% to $1.51 billion in the second quarter from $1.55 billion in the prior year quarter. Wholesale net sales for the year-to-date period decreased $97.9 million, or 2.7%, to $3.47 billion from $3.57 billion in the prior year-to-date period. Overall case volumes for the segment were down in the current quarter and current year-to-date period compared to prior year quarter and prior year-to-date period by 2.4% and 2.8%, respectively. The decreases were due primarily to the elimination of intercompany sales to the newly acquired Fresh Encounter Inc. stores and changes in the sales composition within the National Accounts customer channel, partially offset by higher sales in the military customer channel.
Retail net sales increased $86.7 million, or 12.8%, to $762.9 million in the second quarter from $676.1 million in the prior year quarter. Net sales for the year-to-date period increased $241.7 million, or 16.5%, to $1.71 billion from $1.47 billion in the prior year-to-date period. The increases were due to incremental sales from recently acquired stores. Comparable store sales decreased by 0.5% in the current quarter, primarily due to a 3.7% decline in unit volumes, partially offset by the inflationary impact on pricing. Comparable store sales increased by 0.6% in the current year-to-date period, primarily due to the inflationary impact on pricing, partially offset by a 3.2% decline in unit volumes. Comparable store sales in both the current quarter and current year-to-date period included increases in pharmacy sales.
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. 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.
Gross Profit – Gross profit represents net sales less cost of sales, which 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 and credits that relate to the Company's buying and merchandising activities consist primarily of promotional allowances, which are 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 increased $29.6 million to $382.6 million in the second quarter from $353.0 million in the prior year quarter. As a percent of net sales, gross profit for the current quarter was 16.8% compared to 15.8% in the prior year quarter. Gross profit for the year-to-date period increased $70.8 million from $793.3 million in the prior year-to-date period to $864.1 million in the current year. As a percent of net sales, gross profit for the year-to-date period was 16.7% compared to 15.8% in the prior year-to-date period. The gross profit increase in the current quarter and current year to date period was driven primarily by the higher mix of Retail segment sales from recently acquired stores, in addition to the expansion of the Wholesale segment's gross profit rate. The increases in the gross profit rate were partially offset by an increase in last-in-first-out ("LIFO") expense of $2.0 million or 9 basis points and $4.6 million, or 9 basis points, in the current quarter and current year to date period, respectively.
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 second quarter increased $37.1 million to $355.3 million from $318.2 million in the prior year quarter, representing 15.6% of net sales in the second quarter compared to 14.3% in the prior year quarter. SG&A expense for the year-to-date period increased $92.5 million to $814.3 million, from $721.8 in the prior year-to-date period, representing 15.7% in the current year-to-date period compared to 14.3% as a percentage of net sales in the prior year-to-date period.
The increase in selling, general and administrative expenses as a percentage of sales in the current quarter and year-to-date period were due primarily to higher depreciation and amortization, incentive compensation, Retail store labor and benefits, and organizational realignment expenses, partially offset by lower corporate administrative costs.
Acquisition and Integration, net – Second quarter and prior year quarter results included net charges of $9.3 million and $2.6 million, respectively. The year-to-date period and prior year-to-date period included charges of $13.2 million and $2.9 million, respectively. Current year activity includes legal and other third-party advisor expenses of approximately $8.3 million in connection with the pending Transaction with C&S. Prior year activity relates to expenses associated with the Company's acquisition activity within both segments.
Restructuring and Asset Impairment, net – Second quarter and prior year quarter results included a net gain of $0.1 million and a net charge of $6.1 million, respectively. The year-to-date period and prior year-to-date period included a net gain of $0.5 million and a net charge of $11.9 million, respectively. The prior year quarter charges were primarily incurred within the Retail segment related to an impairment of an indefinite-lived trade name. The year-to-date gain was primarily due to the termination of a lease agreement in the Wholesale segment. This gain was mostly offset by provisions for closing charges related to the closure of four stores within the Retail segment and other costs associated with site closures within both segments. The prior year-to-date charges also include impairment losses within the Retail segment on long-lived assets due to changes in the competitive environment.
24
Operating Earnings – The following table presents operating earnings (loss) by segment and variances in operating earnings (loss).
18,038
22,067
(4,029
51,287
58,069
(6,782
86
4,059
(3,973
(14,202
(1,327
(12,875
Total operating earnings
(8,002
(19,657
Operating earnings decreased $8.0 million, or 30.6% to $18.1 million in the second quarter from $26.1 million in the prior year quarter. Operating earnings for the year-to-date period decreased $19.7 million, or 34.6%, to $37.1 million from $56.7 million in the prior year-to-date period. The changes in operating earnings was due to the changes in net sales, gross profit and operating expenses discussed above.
Wholesale operating earnings decreased $4.0 million, or 18.3%, to $18.0 million in the second quarter from $22.1 million in the prior year quarter. Operating earnings for the year-to-date period decreased $6.8 million, or 11.7%, to $51.3 million from $58.1 million in the prior year-to-date period. The decrease in operating earnings in the current quarter and current year-to-date periods was due to increased acquisition and integration expenses, incentive compensation, depreciation and amortization expense, and organizational realignment expense, partially offset by an increase in the gross margin rate and reduction in corporate administrative expenses.
Retail operating earnings decreased $4.0 million, or 97.9%, to $0.1 million in the second quarter from $4.1 million in the prior year quarter. Operating loss for the year-to-date period increased $12.9 million, to $14.2 million from $1.3 million in the prior year-to-date period. The decrease in operating earnings in the current quarter was due to increased store labor, depreciation and amortization expense, and acquisition and integration expenses, partially offset by lower restructuring and asset impairment charges, and a reduction in corporate administrative expenses. The increase in operating loss in the current year-to-date period was due to increased store labor, depreciation and amortization expense, and acquisition and integration expenses, partially offset by lower restructuring and asset impairment charges, and a reduction in corporate administrative expenses.
Interest Expense – Interest expense increased $1.7 million, or 16.5%, to $12.3 million in the second quarter from $10.5 million in the prior year quarter. Interest expense for the year-to-date period increased $3.5 million, or 14.4%, to $27.5 million from $24.0 million in the prior year-to-date period. Higher average debt balances on the Company's credit facility accounted for $2.3 million and $5.5 million of the increase in interest expense in the current quarter and current year-to-date period, respectively, which was partially offset by lower average interest rates. Average debt balances increased as a result of additional borrowings to fund the Company's recent acquisitions.
Income Taxes – The effective income tax rates were -2.3% and 28.8% for the second quarter and prior year quarter, respectively. For the year-to-date period and prior year-to-date period, the effective tax rates were 17.7% and 28.7%, respectively. The difference from the federal statutory rate in the current year quarter and year-to-date period reflects the impact of a one-time tax benefit arising from a purchase accounting measurement period adjustment for the Fresh Encounter acquisition. In addition, the differences from the federal statutory rate for all periods presented were also due to state taxes and non-deductible expenses, partially offset by benefits associated with federal tax credits.
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.
25
Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, organizational realignment, and severance associated with cost reduction initiatives. Current year organizational realignment includes consulting and severance costs associated with the Company's cost savings initiatives, which relates to the reorganization of certain functions. Prior 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 and operating and non-operating costs associated with the postretirement plan amendment and settlement. Prior year organizational realignment includes consulting and severance costs associated with the Company's change in its go-to-market strategy. 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 adjusted out of 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. 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.
26
Following is a reconciliation of operating earnings (loss) to adjusted operating earnings for the 12 and 28 weeks ended July 12, 2025 and July 13, 2024.
Adjustments:
3,472
1,509
4,330
1,369
8,947
1,675
172
72
261
141
99
Adjusted operating earnings
35,323
37,895
67,096
77,001
Wholesale:
2,423
1,153
5,670
2,708
2,702
855
5,583
1,046
155
30
244
62
29,096
26,262
67,018
63,929
Retail:
Operating earning (loss)
1,049
356
2,436
821
1,628
514
3,364
629
42
6,227
11,633
78
13,072
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.
Following is a reconciliation of net earnings to adjusted earnings from continuing operations for the 12 and 28 weeks ended July 12, 2025 and July 13, 2024.
per diluted
share
48
(513
Total adjustments
17,337
11,157
Income tax effect on adjustments (a)
(4,872
(2,767
Total adjustments, net of taxes
12,465
0.36
8,390
0.25
Adjusted earnings from continuing operations
18,655
0.54
19,879
0.59
(151
(1,458
30,318
18,702
(7,973
(4,803
22,345
0.65
13,899
0.41
*
30,615
0.89
38,359
1.12
* Includes rounding
(a) The income tax effect on adjustments is computed by applying the applicable tax rate to the adjustments.
28
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.
29
Following is a reconciliation of net earnings to adjusted EBITDA for the 12 and 28 weeks ended July 12, 2025 and July 13, 2024.
2,018
1,840
4,691
3,858
3,525
1,900
9,294
5,620
(292
(725
(776
(1,626
135
64
1,334
1,155
3,122
2,524
2,320
1,357
6,230
3,861
(38
(243
(69
(543
Loss (gain) on disposal of assets
(1
(19
Operating earnings (loss)
684
685
1,569
1,205
3,064
1,759
(254
(482
(707
(1,083
100
65
275
63
Liquidity and Capital Resources
Cash Flow Information
The following table summarizes the Company’s consolidated statements of cash flows:
Cash flow activities
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
Net cash provided by operating activities. Net cash provided by operating activities decreased $19.5 million in the current year-to-date period compared to the prior year-to-date period, due to changes in working capital and lower earnings.
Net cash used in investing activities. Net cash used in investing activities decreased $20.1 million in the current year compared to the prior year due to lower capital expenditures, and an acquisition in the Retail segment in the prior year.
Capital expenditures were $51.2 million in the current year and cloud computing application development spend, which is included in operating activities, was $5.0 million, compared to capital expenditures of $67.1 million and cloud computing application development spend of $6.3 million in the prior year. The decrease in capital expenditures in the current year compared to the prior year was driven by the timing of capital spend. The Wholesale and Retail segments utilized 46.4% and 53.6% of capital expenditures, respectively, in the current year.
Net cash used in financing activities. Net cash used in financing activities increased $3.9 million in the current year compared to the prior year, primarily due to increased payments on the senior credit facility in the current year compared to the prior year.
Debt Management
Total debt, including finance lease liabilities, was $728.9 million and $753.8 million as of July 12, 2025 and December 28, 2024, respectively.
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 $1.17 billion, and Tranche A-1 revolving loans, with a borrowing capacity of $40 million. The Company has the ability to increase the amount borrowed under the Credit Agreement by an additional $195 million, subject to certain conditions. As of July 12, 2025, the senior secured credit facility had outstanding borrowings of $604.0 million.
Additional available borrowings under the Company’s credit facility are based on stipulated advance rates on eligible assets, as defined in the Credit Agreement. The Credit Agreement requires that the Company maintain excess availability of 10% of the borrowing base, as such term is defined in the Credit Agreement. The Company had excess availability after the 10% covenant of $342.1 million at July 12, 2025. 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 $21.8 million were outstanding as of July 12, 2025. 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 anticipates that additional borrowings may be required to fund investments related to both organic and inorganic initiatives included in the long-term strategic plan.
The Company’s current ratio (current assets to current liabilities) was 1.57-to-1 at July 12, 2025 and December 28, 2024, and its investment in working capital was $394.4 million at July 12, 2025 compared to $396.6 million at December 28, 2024. The net long-term debt to total capital ratio was 0.49-to-1 at July 12, 2025 compared to 0.50-to-1 at December 28, 2024.
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 adjusted EBITDA is a non-GAAP financial measure that is calculated by dividing adjusted EBITDA, on a rolling 52-week basis, by net long-term debt, as defined previously. 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 and adjusted EBITDA are not substitutes for GAAP financial measures and may differ from similarly titled measures of other companies.
Following is a reconciliation of “Long-term debt and finance lease liabilities” to Net long-term debt as of July 12, 2025 and December 28, 2024 and "Net earnings" to Adjusted EBITDA on the rolling 52- week basis ended July 12, 2025 and December 28, 2024.
April 19, 2025
15,043
761,985
Total debt
728,941
777,028
753,807
(25,504
(19,970
(21,570
Net long-term debt
703,437
757,058
732,237
Rolling 52- Weeks Ended
(In thousands, except for ratio)
Net loss
(15,891
(10,592
2,656
7,440
47,539
45,458
34,304
42,306
9,744
7,781
114,143
109,609
13,328
6,626
Restructuring and goodwill / asset impairment, net
61,774
67,971
8,418
8,240
10,029
7,068
657
557
14,417
12,792
650
730
(1,829
(2,262
Gain on disposal of assets
(91
(162
Legal settlement
(900
264,644
260,455
Net long-term debt to adjusted EBITDA ratio
2.7
Following is a reconciliation of "Net long-term debt" and "Total shareholders' equity" to Total capital as of July 12, 2025 and December 28, 2024.
Total shareholders' equity
Total capital
1,445,261
1,475,727
Net long-term debt to total capital ratio
0.49
0.50
For information on material cash requirements, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. At July 12, 2025, 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 July 12, 2025, the Company declared $7.7 million in dividends. A 1.1% increase in the quarterly dividend rate from $0.2175 per share to $0.22 per share was approved by the Board of Directors and announced on March 11, 2025. Except as otherwise provided in the Merger Agreement, 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 July 12, 2025. These commitments consist primarily of purchase commitments, standby letters of credit of $21.8 million as of July 12, 2025, 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 28, 2024 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 28, 2024.
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 28, 2024.
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 July 12, 2025 (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 second quarter of 2025, the Company implemented new general ledger and reporting systems that replaced its previous systems. As a result of this implementation, the Company modified certain existing internal controls over financial reporting and implemented new controls and procedures related to the new systems.
There have been no other changes in our internal controls over financial reporting that occurred during the second quarter of 2025 that have materially affected, or were reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.
34
PART II
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 10 in the notes to condensed consolidated financial statements included in this report.
ITEM 1A. Risk Factors
Other than as set forth below related to the proposed Transaction with C&S, 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 (2024 10-K) for the year ended December 28, 2024 filed with Securities and Exchange Commission. You should carefully consider the risks included in our 2024 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.
Risks Related to the Pending Transaction
Failure to complete the Transaction on the agreed terms, within the expected timeframe, or at all could have a material adverse effect on our business, financial condition, cash flows and stock price.
The completion of the Transaction is subject to the satisfaction or waiver of various customary closing conditions, including among others, (i) approval of the Merger Agreement by our shareholders; (ii) receipt of necessary regulatory approvals and the expiration or termination of applicable waiting periods; and (iii) the continued accuracy of certain representations and warranties. There is no assurance that these conditions will be satisfied or waived, or that the Transaction will be completed on the agreed terms, within the anticipated timeframe, or at all.
A failure to obtain the required approval of our shareholders, the failure to secure applicable regulatory approvals, or other events, changes, or circumstances could give rise to a termination of the Merger Agreement. Under certain circumstances, we may be required to pay a termination fee, which could materially impact our financial condition. Even if regulatory approvals are obtained, such approvals may be subject to conditions, limitations or requirements that were not anticipated and which could delay completion of the Transaction.
If the Transaction is not consummated, our business, stock price, financial condition, and operating results could be adversely affected as a result of: the potential decline in the market price of our common stock, particularly because the stock price reflects an expectation of consummation of the Transaction; strained relationships with customers, suppliers, and other business partners; challenges in retaining and attracting key personnel; additional litigation or regulatory proceedings arising from the failure to close the Transaction; and incurrence of significant Transaction-related expenses, including advisory, legal, and other professional fees, with limited or no benefit if the Transaction is not completed.
Business uncertainties, operational disruptions, and contractual restrictions during the pendency of the Transaction could materially harm our business, operations, financial condition, and relationships with stakeholders.
The announcement and pendency of the Transaction subjects us to numerous risks and uncertainties that could materially adversely affect our business operations, strategic initiatives, and financial results, regardless of whether the Transaction is ultimately consummated.
During the period prior to closing, we are subject to restrictive covenants under the Merger Agreement, which limit our ability to pursue certain business opportunities, strategic transactions, financing activities, or operational changes without consent of C&S. These restrictions may prevent us from reacting promptly to changes in our business environment or from pursuing strategic initiatives or executing capital allocation strategies that would otherwise be in the best interests of our Company and shareholders.
Additionally, the Transaction may disrupt our current business operations due to:
These risks could materially and adversely impact our business operations, financial condition, cash flows, and market perception, regardless of whether the Transaction is consummated.
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 share repurchases of common stock made under this program during the second quarter of 2025. As of July 12, 2025, $10.3 million remains available under the program. Repurchases of common stock includes 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 following table provides information regarding SpartanNash's purchases of its own common stock during the 12-week period ended July 12, 2025.
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)
April 20 - May 17, 2025
Employee Transactions
123
19.44
N/A
Repurchase Program
10,350
May 18 - June 14, 2025
565
18.64
June 15 - July 12, 2025
358
21.53
Total for quarter ended July 12, 2025
19.72
Item 5. Other Information
Rule 10b5-1 Plan Elections
The directors and officers of the Company (as defined in Rule 16a-1(f) under the Exchange Act may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. During the quarter ended July 12, 2025, no Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act).
ITEM 6. Exhibits
The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:
ExhibitNumber
Document
2.1+
Agreement and Plan of Merger, dated as of June 22, 2025, by and among SpartanNash Company, New Mackinac HoldCo, Inc., Mackinac Merger Sub, Inc. and C&S Wholesale Grocers, LLC. Previously filed as an exhibit to the Company's Current Report on Form 8-K filed on June 23, 2025. Incorporated herein by reference.
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
Restated Bylaws of SpartanNash Company, as amended. Previously filed as an exhibit to the Company's Current Report of Form 8-K filed on September 13, 2024. Incorporated herein by reference.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 12, 2025, has been formatted in Inline XBRL.
+ Certain exhibits and schedules to this Exhibit 2.1 have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date: August 14, 2025
By
/s/ Jason Monaco
Jason Monaco
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ R. Todd Riksen
R. Todd Riksen
Vice President and Corporate Controller
(Principal Accounting Officer)