10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 9, 2021.

OR

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

For the transition period from                      to                     .

Commission File Number: 000-31127

SPARTANNASH COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Michigan	38-0593940
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
850 76th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan	49518
(Address of Principal Executive Offices)	(Zip Code)

(616) 878-2000

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	SPTN	NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of November 9, 2021, the registrant had 35,944,358 outstanding shares of common stock, no par value.

FORWARD-LOOKING STATEMENTS

The matters discussed in this Quarterly Report on Form 10-Q, in the Company’s press releases and in the Company’s website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash” or “the Company”). These forward-looking statements are identifiable by words or phrases indicating that SpartanNash or management “expects,” “anticipates,” “plans,” “believes,” or “estimates,” or that a particular occurrence or event “will,” “may,” “could,” “should” or “will likely” result, occur or be pursued or “continue” in the future, that the “outlook” or “trend” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that the Company is “positioned” for a particular result, or similarly stated expectations.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, SpartanNash’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021 and other periodic reports filed with the Securities and Exchange Commission (“SEC”), there are many important factors that could cause actual results to differ materially. These risks and uncertainties include disruptions associated with the COVID-19 pandemic, general business conditions, changes in overall economic conditions that impact consumer spending, the Company’s ability to integrate acquired assets, the impact of competition and other factors which are often beyond the control of the Company, and other risks listed in the “Risk Factors” discussions in Items 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021, and risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial.

This section and the discussions contained in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021 and in Part I, Item 2 “Critical Accounting Policies” of this Quarterly Report on Form 10-Q, are intended to provide meaningful cautionary statements for purposes of the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all the economic, competitive, governmental, technological and other factors that could adversely affect the Company’s expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to SpartanNash or that SpartanNash currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur, or information obtained after the date of this Quarterly Report.

2

TABLE OF CONTENTS

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

3

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, Unaudited)

	October 9,			January 2,
	2021			2021
Assets
Current assets
Cash and cash equivalents	$	24,645		$	19,903
Accounts and notes receivable, net		372,029			357,564
Inventories, net		550,240			541,785
Prepaid expenses and other current assets		60,316			72,229
Property and equipment held for sale		—			23,259
Total current assets		1,007,230			1,014,740
Property and equipment, net		559,239			577,059
Goodwill		181,035			181,035
Intangible assets, net		112,132			116,142
Operating lease assets		285,580			289,173
Other assets, net		97,464			99,242
Total assets	$	2,242,680		$	2,277,391
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	490,604		$	464,784
Accrued payroll and benefits		98,897			113,789
Other accrued expenses		59,817			60,060
Current portion of operating lease liabilities		47,047			45,786
Current portion of long-term debt and finance lease liabilities		5,680			5,135
Total current liabilities		702,045			689,554
Long-term liabilities
Deferred income taxes		53,699			45,728
Operating lease liabilities		271,969			278,859
Other long-term liabilities		50,936			46,892
Long-term debt and finance lease liabilities		398,465			481,309
Total long-term liabilities		775,069			852,788
Commitments and contingencies (Note 7)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares      authorized; 35,944 and 35,851 shares outstanding		492,306			491,819
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—			—
Accumulated other comprehensive loss		(2,132	)		(2,276	)
Retained earnings		275,392			245,506
Total shareholders’ equity		765,566			735,049
Total liabilities and shareholders’ equity	$	2,242,680		$	2,277,391

See accompanying notes to condensed consolidated financial statements.

4

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

	12 Weeks Ended						40 Weeks Ended
	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Net sales	$	2,073,253		$	2,060,816		$	6,837,612		$	7,101,373
Cost of sales		1,743,769			1,735,994			5,756,471			6,014,610
Gross profit		329,484			324,822			1,081,141			1,086,763
Operating expenses and (income)
Selling, general and administrative		306,847			289,039			999,032			981,066
Acquisition and integration		101			242			281			242
Restructuring and asset impairment, net		(195	)		6,543			2,981			20,455
Total operating expenses, net		306,753			295,824			1,002,294			1,001,763
Operating earnings		22,731			28,998			78,847			85,000
Other expenses and (income)
Interest expense		3,020			3,522			10,877			14,810
Other, net		(16	)		(40	)		(293	)		(1,144	)
Total other expenses, net		3,004			3,482			10,584			13,666
Earnings before income taxes		19,727			25,516			68,263			71,334
Income tax expense		4,551			5,564			16,757			7,513
Net earnings	$	15,176		$	19,952		$	51,506		$	63,821
Basic net earnings per share:	$	0.43		$	0.56		$	1.44		$	1.78
Diluted net earnings per share:	$	0.42		$	0.56		$	1.44		$	1.78

See accompanying notes to condensed consolidated financial statements.

5

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, Unaudited)

	12 Weeks Ended						40 Weeks Ended
	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Net earnings	$	15,176		$	19,952		$	51,506		$	63,821
Other comprehensive income, before tax
Postretirement liability adjustment		57			27			190			160
Income tax expense related to items of other comprehensive income		(14	)		(6	)		(46	)		(39	)
Total other comprehensive income, after tax		43			21			144			121
Comprehensive income	$	15,219		$	19,973		$	51,650		$	63,942

See accompanying notes to condensed consolidated financial statements.

6

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, Unaudited)

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Loss			Earnings			Total
Balance at January 2, 2021		35,851		$	491,819		$	(2,276	)	$	245,506		$	735,049
Net earnings		—			—			—			19,516			19,516
Other comprehensive income		—			—			57			—			57
Dividends - $0.20 per share		—			—			—			(7,238	)		(7,238	)
Stock-based employee compensation		—			4,185			—			—			4,185
Stock warrant		—			645			—			—			645
Issuances of common stock for stock bonus plan   and associate stock purchase plan		21			385			—			—			385
Issuances of restricted stock		523			—			—			—			—
Cancellations of stock-based awards		(129	)		(2,079	)		—			—			(2,079	)
Balance at April 24, 2021		36,266		$	494,955		$	(2,219	)	$	257,784		$	750,520
Net earnings		—			—			—			16,814			16,814
Other comprehensive income		—			—			44			—			44
Dividends - $0.20 per share		—			—			—			(7,117	)		(7,117	)
Share repurchases		(265	)		(5,325	)		—			—			(5,325	)
Stock-based employee compensation		—			872			—			—			872
Stock warrant		—			430			—			—			430
Issuances of common stock for associate stock purchase plan		6			113			—			—			113
Issuances of restricted stock		27			—			—			—			—
Cancellations of stock-based awards		(91	)		(175	)		—			—			(175	)
Balance at July 17, 2021		35,943		$	490,870		$	(2,175	)	$	267,481		$	756,176
Net earnings		—			—			—			15,176			15,176
Other comprehensive income		—			—			43			—			43
Dividends - $0.20 per share		—			—			—			(7,265	)		(7,265	)
Stock-based employee compensation		—			920			—			—			920
Stock warrant		—			403			—			—			403
Issuances of common stock for associate stock purchase plan		5			113			—			—			113
Issuances of restricted stock		10			—			—			—			—
Cancellations of stock-based awards		(14	)		—			—			—			—
Balance at October 9, 2021		35,944		$	492,306		$	(2,132	)	$	275,392		$	765,566

7

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED

(In thousands, Unaudited)

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Loss			Earnings			Total
Balance at December 28, 2019		36,351		$	490,233		$	(1,600	)	$	198,905		$	687,538
Impact of adoption of ASU 2016-13 (Note 2)		—			—			—			(1,612	)		(1,612	)
Net earnings		—			—			—			15,402			15,402
Other comprehensive income		—			—			80			—			80
Dividends - $0.1925 per share		—			—			—			(6,997	)		(6,997	)
Share repurchases		(861	)		(10,000	)		—			—			(10,000	)
Stock-based employee compensation		—			2,342			—			—			2,342
Issuances of common stock for stock bonus plan and associate stock purchase plan		21			291			—			—			291
Issuances of restricted stock		293			—			—			—			—
Cancellations of stock-based awards		(122	)		(1,352	)		—			—			(1,352	)
Balance at April 18, 2020		35,682		$	481,514		$	(1,520	)	$	205,698		$	685,692
Net earnings		—			—			—			28,467			28,467
Other comprehensive income		—			—			20			—			20
Dividends - $0.1925 per share		—			—			—			(6,898	)		(6,898	)
Stock-based employee compensation		—			1,904			—			—			1,904
Issuance of common stock for associate stock purchase plan		6			100			—			—			100
Issuances of restricted stock		159			—			—			—			—
Cancellations of stock-based awards		(5	)		(34	)		—			—			(34	)
Balance at July 11, 2020		35,842		$	483,484		$	(1,500	)	$	227,267		$	709,251
Net earnings		—			—			—			19,952			19,952
Other comprehensive income		—			—			21			—			21
Dividends - $0.1925 per share		—			—			—			(6,901	)		(6,901	)
Stock-based employee compensation		—			1,033			—			—			1,033
Issuances of common stock for associate stock purchase plan		6			95			—			—			95
Issuances of restricted stock		50			—			—			—			—
Cancellations of stock-based awards		(27	)		—			—			—			—
Balance at October 3, 2020		35,871		$	484,612		$	(1,479	)	$	240,318		$	723,451

See accompanying notes to condensed consolidated financial statements.

8

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited)

	40 Weeks Ended
	October 9, 2021			October 3, 2020
Cash flows from operating activities
Net earnings	$	51,506		$	63,821
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges		3,075			18,780
Depreciation and amortization		71,260			68,984
Non-cash rent		(2,923	)		(4,720	)
LIFO expense		10,444			3,158
Postretirement benefits expense		1,795			1,216
Deferred income taxes		7,970			(2,084	)
Stock-based compensation expense		5,977			5,279
Stock warrant		1,478			—
(Gain) loss on disposals of assets		(213	)		3,403
Other operating activities		946			1,133
Changes in operating assets and liabilities:
Accounts receivable		(14,295	)		(42,832	)
Inventories		(19,268	)		(52,578	)
Prepaid expenses and other assets		(18,183	)		(7,268	)
Accounts payable		37,939			116,075
Accrued payroll and benefits		(13,920	)		46,262
Current income taxes		19,262			1,801
Other accrued expenses and other liabilities		1,103			3,402
Net cash provided by operating activities		143,953			223,832
Cash flows from investing activities
Purchases of property and equipment		(54,957	)		(45,880	)
Net proceeds from the sale of assets		29,171			9,111
Loans to customers		(180	)		(992	)
Payments from customers on loans		1,939			2,237
Other investing activities		(24	)		(12	)
Net cash used in investing activities		(24,051	)		(35,536	)
Cash flows from financing activities
Proceeds from senior secured credit facility		1,047,051			989,897
Payments on senior secured credit facility		(1,128,522	)		(1,131,187	)
Repayment of other long-term debt and finance lease liabilities		(4,511	)		(5,043	)
Share repurchases		(5,325	)		(10,000	)
Net payments related to stock-based award activities		(2,253	)		(1,389	)
Dividends paid		(21,344	)		(27,636	)
Other financing activities		(256	)		(207	)
Net cash used in financing activities		(115,160	)		(185,565	)
Net increase in cash and cash equivalents		4,742			2,731
Cash and cash equivalents at beginning of period		19,903			24,172
Cash and cash equivalents at end of period	$	24,645		$	26,903

See accompanying notes to condensed consolidated financial statements.

9

SPARTANNASH COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). Intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended January 2, 2021.

In the opinion of management, the accompanying condensed consolidated financial statements, taken as a whole, contain all adjustments, including normal recurring items, necessary to present fairly the financial position of SpartanNash as of October 9, 2021, and the results of its operations and cash flows for the interim periods presented. The preparation of the condensed consolidated financial statements and related notes to the financial statements requires management to make estimates. Estimates are based on historical experience, where applicable, and expectations of future outcomes which management believes are reasonable under the circumstances. Interim results are not necessarily indicative of results for a full year.  

The unaudited information in the condensed consolidated financial statements for the third quarter and year-to-date periods of 2021 and 2020 include the results of operations of the Company for the 12- and 40-week periods ended October 9, 2021 and October 3, 2020, respectively.

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

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses”. The ASU changed the impairment model for most financial assets and certain other instruments. The standard requires entities to use a forward-looking “expected loss” model that replaces the previous “incurred loss” model, which generally results in earlier recognition of credit losses.

In the first quarter of 2020, the Company adopted this standard through the modified retrospective approach, with a cumulative-effect adjustment at the beginning of the fiscal year. As a result of the adoption, the Company has established revised processes and controls to estimate expected losses for trade and other receivables in accordance with the new standard. The Company’s process for estimating losses for trade and other receivables includes an evaluation of both historical collection experience and expectations for current credit risks based on several customer and environmental factors.

The adoption of the standard resulted in a transition adjustment to 2020 beginning of the year retained earnings of $2.2 million (gross of the deferred tax impact of $0.6 million). The transition adjustment relates to incremental trade and notes receivable allowances due to the earlier recognition of expected losses under the new standard of $1.9 million and $0.3 million, respectively.

10

Note 3 – Revenue

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments:

	12 Weeks Ended October 9, 2021								40 Weeks Ended October 9, 2021
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	344,624	$	235,784	$	214,505	$	794,913	$	1,135,458	$	763,006	$	701,642	$	2,600,106
Fresh (b)		333,895		233,347		121,157		688,399		1,144,025		758,591		420,621		2,323,237
Non-food (c)		328,011		98,806		95,156		521,973		1,059,067		326,543		317,024		1,702,634
Fuel		—		40,544		—		40,544		—		118,880		—		118,880
Other		24,785		256		2,383		27,424		83,373		1,138		8,244		92,755
Total	$	1,031,315	$	608,737	$	433,201	$	2,073,253	$	3,421,923	$	1,968,158	$	1,447,531	$	6,837,612
Type of customers:
Individuals	$	—	$	608,506	$	—	$	608,506	$	—	$	1,967,372	$	—	$	1,967,372
Manufacturers, brokers and distributors		12,231		—		403,952		416,183		46,644		—		1,349,307		1,395,951
Retailers		1,008,172		—		26,866		1,035,038		3,339,578		—		89,980		3,429,558
Other		10,912		231		2,383		13,526		35,701		786		8,244		44,731
Total	$	1,031,315	$	608,737	$	433,201	$	2,073,253	$	3,421,923	$	1,968,158	$	1,447,531	$	6,837,612
	12 Weeks Ended October 3, 2020								40 Weeks Ended October 3, 2020
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	333,988	$	245,652	$	226,507	$	806,147	$	1,144,335	$	837,655	$	790,266	$	2,772,256
Fresh (b)		334,173		229,368		128,895		692,436		1,184,091		774,498		463,013		2,421,602
Non-food (c)		324,565		94,959		94,588		514,112		1,079,971		316,255		358,157		1,754,383
Fuel		—		26,306		—		26,306		—		80,946		—		80,946
Other		19,478		374		1,963		21,815		63,164		1,129		7,893		72,186
Total	$	1,012,204	$	596,659	$	451,953	$	2,060,816	$	3,471,561	$	2,010,483	$	1,619,329	$	7,101,373
Type of customers:
Individuals	$	—	$	596,429	$	—	$	596,429	$	—	$	2,009,802	$	—	$	2,009,802
Manufacturers, brokers and distributors		13,477		—		422,662		436,139		64,654		—		1,510,859		1,575,513
Retailers		968,381		—		27,328		995,709		3,339,824		—		100,577		3,440,401
Other		30,346		230		1,963		32,539		67,083		681		7,893		75,657
Total	$	1,012,204	$	596,659	$	451,953	$	2,060,816	$	3,471,561	$	2,010,483	$	1,619,329	$	7,101,373
(a) Center store includes dry grocery, frozen and beverages.
(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.
(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.

Contract Assets and Liabilities

Under its contracts with customers, the Company stands ready to deliver product upon receipt of a purchase order. Accordingly, the Company has 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 ASC 606 to omit disclosures regarding remaining performance obligations.

Revenue recognized from performance obligations related to prior periods (for example, due to changes in estimated rebates and incentives impacting the transaction price) was not material in any period presented.

11

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 30 days, depending on the customer. At contract inception, the Company expects that the period of time between the transfer of goods to the customer and when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms. Accordingly, the Company has elected the practical expedient to not adjust for the effects of a significant financing component. As a result, these amounts are recorded as receivables and not contract assets. The Company had no contract assets for any period presented.

The Company does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution and would therefore be capitalized.

Allowance for Credit Losses

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

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at January 2, 2021	$	6,232		$	371	$	6,603
Changes in credit loss estimates		(1,097	)		360		(737	)
Write-offs charged against the allowance		(693	)		—		(693	)
Balance at October 9, 2021	$	4,442		$	731	$	5,173

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable			Total
Balance at December 28, 2019	$	2,739		$	233		$	2,972
Impact of adoption of new credit loss standard (ASU 2016-13)		1,911			259			2,170
Provision for expected credit losses		583			—			583
Write-offs charged against the allowance		(202	)		(121	)		(323	)
Balance at October 3, 2020	$	5,031		$	371		$	5,402

Note 4 – Goodwill and Other Intangible Assets

The Company has three reporting units; however, no goodwill exists within the Retail or Military reporting units. The carrying amount of goodwill recorded within the Food Distribution reporting unit was $181.0 million as of October 9, 2021 and January 2, 2021.

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and licenses for the sale of alcoholic beverages. The carrying amount of indefinite-lived intangible assets was $67.6 million as of October 9, 2021 and January 2, 2021.

The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, during the fourth quarter of each year, and more frequently if circumstances indicate impairment is probable. Such circumstances have not arisen in the current fiscal year. Testing goodwill and other indefinite-lived intangible assets for impairment requires management to make significant estimates about the Company’s future performance, cash flows, and other assumptions that can be affected by potential changes in economic, industry or market conditions, business operations, competition, or the Company’s stock price and market capitalization.

During the third quarter of 2020, the Company made the decision to abandon a tradename within the Food Distribution segment to better integrate with the Company’s overall transportation operations, resulting in a $7.0 million impairment of the associated indefinite-lived tradename asset.

12

Note 5 – Restructuring and Asset Impairment

The following table provides the activity of reserves for closed properties for the 40-week period ended October 9, 2021. Included in the liability are lease-related ancillary costs from the date of closure to the end of the remaining lease term, as well as related severance. Reserves for closed properties recorded in the condensed consolidated balance sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on the timing of when the obligations are expected to be paid. Reserves for severance are recorded in “Accrued payroll and benefits”.

	Reserves for Closed Properties
	Lease
	Ancillary
(In thousands)	Costs			Severance			Total
Balance at January 2, 2021	$	3,349		$	114		$	3,463
Provision for closing charges		1,410			—			1,410
Provision for severance		—			357			357
Lease termination adjustments		(220	)		—			(220	)
Changes in estimates		(44	)		—			(44	)
Accretion expense		74			—			74
Payments		(1,027	)		(433	)		(1,460	)
Balance at October 9, 2021	$	3,542		$	38		$	3,580

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

	12 Weeks Ended						40 Weeks Ended
	October 9,			October 3,			October 9,			October 3,
(In thousands)	2021			2020			2021			2020
Asset impairment charges (a)	$	207		$	6,767		$	3,783		$	16,411
Provision for closing charges		—			—			1,410			325
Gain on sales of assets related to closed facilities (b)		(358	)		—			(2,544	)		(31	)
Provision for severance (c)		233			—			357			2,205
Other costs associated with site closures (d)		196			2			507			1,649
Changes in estimates (e)		15			(226	)		(44	)		(104	)
Lease termination adjustments (f)		(488	)		—			(488	)		—
Total	$	(195	)	$	6,543		$	2,981		$	20,455

(a) Asset impairment charges in the current year were incurred primarily in the Retail segment and relate to current year store closures and previously closed locations, as well as site closures in connection with the Company’s supply chain transformation within the Food Distribution segment. Prior year charges were incurred primarily within the Food Distribution segment and related to the evaluation of the expected net proceeds from the sale of the Fresh Kitchen facility, the exit of the Fresh Cut business, and the sale of equipment related to both Fresh Cut and Fresh Kitchen, which totaled $9.1 million. Due to a decision in the prior year to abandon a tradename within the Food Distribution segment an impairment charge of $7.0 million was recognized.

(b) Gain on sales of assets in the current year primarily relate to sales of pharmacy customer lists, equipment, and real estate associated with store closings in the Retail segment, in addition to gains on sale of vacant land in the Military segment.

(c) Severance in the current year relates to the closure of distribution centers in the Food Distribution segment as well as Retail store closings. In the prior year, severance was related to the exit of the Fresh Cut business.

(d) Other costs in the current year primarily relates to Retail and Food Distribution site closures and restructuring activities. In the prior year, other costs primarily related to the Fresh Cut business and Retail store closings.

(e) Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations due to favorable dispute resolutions with landlords and fluctuations in the amount of certain ancillary costs.  

(f) Lease termination adjustments relate to the gain recognized to terminate a lease agreement in the current year, which includes a $0.3 million write-off of the lease liability and $0.2 million of lease ancillary costs included in the reserve for closed properties.  

13

Long-lived assets which are not recoverable are measured at fair value on a nonrecurring basis using Level 3 inputs under the fair value hierarchy, as further described in Note 6. In the current year, assets with a book value of $27.5 million were measured at a fair value of $23.7 million, resulting in impairment charges of $3.8 million. In the prior year, in connection primarily with the Company’s exit of the Fresh Cut operations and planned sales of certain Fresh Kitchen equipment assets, long-lived assets with a book value of $53.6 million were measured at a fair value of $44.2 million, resulting in impairment charges of $9.4 million. The fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows, including the expected proceeds from the sale of assets, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance, experience and knowledge of the geographic area in which the assets are located, and when necessary, uses real estate brokers. Assets classified as held for sale in the condensed consolidated balance sheet are valued at the expected net proceeds. The Fresh Kitchen facility, which was classified as held for sale as of January 2, 2021, was sold in the first quarter of 2021 for proceeds of $20.5 million.

Note 6 – Fair Value Measurements

ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that market participants would use in pricing.

Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term maturities of these financial instruments. See Notes 4 and 5 for discussion of the fair value measurements related to long- or indefinite-lived asset impairment charges. At October 9, 2021 and January 2, 2021 the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	October 9,		January 2,
(In thousands)	2021		2021
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	5,680	$	5,135
Long-term debt and finance lease liabilities		401,517		485,381
Total book value of debt instruments		407,197		490,516
Fair value of debt instruments, excluding debt financing costs		412,680		497,941
Excess of fair value over book value	$	5,483	$	7,425

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

Note 7 – Commitments and Contingencies

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

The Company contributes to the Central States Southeast and Southwest Pension Fund (“Central States Plan” or “the Plan”), a multi-employer pension plan, based on obligations arising from certain of its collective bargaining agreements. Based on the most recent information available to the Company, management believes that the present value of actuarial accrued liabilities in the Plan significantly exceeds the value of the assets held in trust to pay benefits. Because SpartanNash is one of a number of employers contributing to the Plan, it is difficult to accurately determine the amount of the underfunding. Management is not aware of any significant change in funding levels since January 2, 2021. Any adjustment for withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably determined.

On March 10, 2021, the United States Congress passed the American Rescue Plan Act of 2021 (the “Act”), which provides financial relief to certain failing multiemployer pension plans. In accordance with the interim guidance issued by the Pension Benefit Guaranty Corporation on July 9, 2021, the Act is designed to prevent such plans from becoming insolvent for the next 30 years. The Central States Plan, which is in a critical and declining status, is expected to apply and qualify for relief under the Act when the filing period opens during the first half of fiscal year 2022. As a result, the legislation and the available relief will alleviate the risk of insolvency of the Plan for the next 30 years, and related potential adverse impacts to the Company.

14

Note 8 – Associate Retirement Plans

During the 12- and 40- week periods ended October 9, 2021, the Company recognized net periodic postretirement benefit costs of $0.2 million and $0.5 million, respectively, related to the SpartanNash Retiree Medical Plan (“Retiree Medical Plan”). During the 12- and 40- week periods ended October 3, 2020, the Company recognized net periodic postretirement benefit costs of $0.1 million and $0.5 million, respectively, related to the Retiree Medical Plan. In the first quarter of the prior year, the Company realized a gain of $1.0 million related to a refund from the annuity provider associated with the final reconciliation of participant data of the terminated SpartanNash Company Pension Plan. Substantially all of these amounts are included in “Other, net” in the condensed consolidated statements of earnings.

The Company expects to make total contributions of approximately $0.5 million in 2021 to the Retiree Medical Plan and has made $0.3 million in the year-to-date period. The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and/or highly compensated associates.

Multi-Employer Plans

In addition to the plans listed above, the Company participates in the Central States Southeast and Southwest Pension Fund, the Michigan Conference of Teamsters and Ohio Conference of Teamsters Health and Welfare plans (collectively referred to as “multi-employer plans”), and other company-sponsored defined contribution plans for most associates covered by collective bargaining agreements.

With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are payable. The Company’s contributions during the 12-week periods ended October 9, 2021 and October 3, 2020 were $2.2 million and $2.5 million, respectively. The Company’s contributions during the 40-week periods ended October 9, 2021 and October 3, 2020 were $10.3 million and $10.6 million, respectively. See Note 7 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

Note 9 – Income Taxes

The effective income tax rate was 23.1% and 21.8% for the 12 weeks ended October 9, 2021 and October 3, 2020, respectively. The effective income tax rate was 24.5% and 10.5% for the 40 weeks ended October 9, 2021 and October 3, 2020, respectively. The differences from the federal statutory rate in the current year were primarily due to state taxes and the limitations on the deductibility of executive compensation, partially offset by federal tax credits. In the prior year, the difference from the federal statutory rate was primarily the result of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, and related tax planning in the 40-week period, as well as federal tax credits, partially offset by state taxes, limitations on the deductibility of executive compensation, and the impacts of stock-based compensation in both the 12- and 40- week periods.

On March 27, 2020, the U.S. government enacted tax legislation to provide economic stimulus and support businesses and individuals during the COVID-19 pandemic, referred to as the CARES Act. In connection with the CARES Act, the Company recorded net discrete income tax benefits of $9.3 million in 2020 associated with the additional deductibility of certain expenses combined with provisions which enable companies to carry back tax losses to years prior to the enactment of the Tax Cuts and Jobs Act (“Tax Reform”), when the federal statutory income tax rate was 35%. In the first quarter of 2021, the Company received tax refunds totaling $25.7 million related to the amended prior year returns. 

Note 10 – Share-Based Payments

Share-Based Employee Awards

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

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

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Restricted stock expense	$	920		$	1,033		$	5,977		$	5,279
Income tax benefit		(253	)		(289	)		(1,483	)		(564	)
Restricted stock expense, net of tax	$	667		$	744		$	4,494		$	4,715

15

The following table summarizes activity in the stock incentive plans for the 40 weeks ended October 9, 2021:

				Weighted
	Restricted			Average
	Stock			Grant-Date
	Awards			Fair Value
Outstanding at January 2, 2021		973,948		$	17.72
Granted		560,352			18.94
Vested		(388,403	)		19.81
Cancelled/Forfeited		(112,930	)		18.26
Outstanding at October 9, 2021		1,032,967		$	17.54

As of October 9, 2021, total unrecognized compensation cost related to non-vested restricted stock awards granted under the Company’s stock incentive plans is $8.2 million and is expected to be recognized over a weighted average period of 2.3 years.

Stock Warrant

On October 7, 2020, in connection with its entry into a commercial agreement with Amazon.com, Inc. (“Amazon”), the Company issued Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon, a warrant to acquire up to an aggregate of 5,437,272 shares of the Company’s common stock (the “Warrant”), subject to certain vesting conditions. Warrant shares equivalent to 2.5% of the Company’s outstanding and issuable shares, or 1,087,455 shares, vested upon the signing of the commercial agreement, and had a grant date fair value of $5.51 per share. Warrant shares equivalent to up to 10.0% of the Company’s outstanding and issuable shares, or 4,349,817 shares, may vest in connection with conditions defined by the terms of the Warrant, as Amazon makes payments to the Company in connection with the commercial supply agreement, in increments of $200 million, and had a grant date fair value of $5.33 per share. Upon vesting, shares may be acquired at an exercise price of $17.7257. The right to purchase shares in connection with the Warrant expires on October 7, 2027.

Share-based payment expense recognized as a reduction of “Net sales” in the condensed consolidated statements of earnings, and related tax benefits were as follows:

	12 Weeks Ended					40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020		October 9, 2021			October 3, 2020
Warrant expense	$	403		$	—	$	1,478		$	—
Income tax benefit		(28	)		—		(121	)		—
Warrant expense, net of tax	$	375		$	—	$	1,357		$	—

The following table summarizes stock warrant activity for the 40 weeks ended October 9, 2021:

	Warrant
Outstanding and nonvested at January 2, 2021		4,349,817
Vested		326,238
Outstanding and nonvested at October 9, 2021		4,023,579

As of October 9, 2021, total unrecognized cost related to non-vested warrant shares was $21.2 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 6.0 years. Additionally, 1,413,693 warrant shares are vested and exercisable. As of October 9, 2021, nonvested warrant shares had an intrinsic value of $20.5 million, and vested warrant shares had an intrinsic value of $7.2 million.

16

Note 11 – Earnings Per Share

Outstanding nonvested restricted stock awards under the 2015 Stock Incentive Plan contain nonforfeitable rights to dividends or dividend equivalents, which participate in undistributed earnings with common stock. These awards are classified as participating securities and are included in the calculation of basic earnings per share. Awards under the 2020 Stock Incentive Plan do not contain nonforfeitable rights to dividends or dividend equivalents and are therefore not classified as participating securities. There were no stock warrants outstanding during the 12- and 40- week periods ended October 3, 2020. The dilutive impact of both the restricted stock awards and warrants are presented below, as applicable. The following table sets forth the computation of basic and diluted net earnings per share:

	12 Weeks Ended						40 Weeks Ended
(In thousands, except per share amounts)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Numerator:
Net earnings	$	15,176		$	19,952		$	51,506		$	63,821
Adjustment for earnings attributable to participating securities		(264	)		(494	)		(999	)		(1,577	)
Net earnings used in calculating earnings per share	$	14,912		$	19,458		$	50,507		$	62,244
Denominator:
Weighted average shares outstanding, including participating securities		35,525			35,730			35,671			35,900
Adjustment for participating securities		(618	)		(884	)		(692	)		(887	)
Shares used in calculating basic earnings per share		34,907			34,846			34,979			35,013
Effect of dilutive restricted stock awards		94			1			54			—
Effect of dilutive stock warrant		197			—			146			—
Shares used in calculating diluted earnings per share		35,198			34,847			35,179			35,013
Basic earnings per share	$	0.43		$	0.56		$	1.44		$	1.78
Diluted earnings per share	$	0.42		$	0.56		$	1.44		$	1.78

Note 12 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	40 Weeks Ended
(In thousands)	October 9, 2021		October 3, 2020
Non-cash investing activities:
Capital expenditures included in accounts payable	$	2,268	$	2,604
Operating lease asset additions		29,448		22,805
Finance lease asset additions		2,665		3,026
Non-cash financing activities:
Dividends declared but unpaid		372		65
Recognition of operating lease liabilities		29,448		22,805
Recognition of finance lease liabilities		2,665		3,026
Other supplemental cash flow information:
Cash paid for interest		9,464		15,148

17

Note 13 – Reporting Segment Information

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

(In thousands)	Food Distribution		Retail		Military			Total
12 Weeks Ended October 9, 2021
Net sales to external customers	$	1,031,315	$	608,737	$	433,201		$	2,073,253
Inter-segment sales		250,055		154		—			250,209
Acquisition and integration		—		101		—			101
Restructuring and asset impairment		36		137		(368	)		(195	)
Depreciation and amortization		7,954		10,633		3,176			21,763
Operating earnings (loss)		9,969		16,802		(4,040	)		22,731
Capital expenditures		7,895		4,971		2,253			15,119
12 Weeks Ended October 3, 2020
Net sales to external customers	$	1,012,204	$	596,659	$	451,953		$	2,060,816
Inter-segment sales		247,968		—		—			247,968
Acquisition and integration		—		242		—			242
Restructuring and asset impairment		6,538		5		—			6,543
Depreciation and amortization		7,413		10,489		2,956			20,858
Operating earnings (loss)		9,191		22,318		(2,511	)		28,998
Capital expenditures		5,223		9,302		746			15,271
40 Weeks Ended October 9, 2021
Net sales to external customers	$	3,421,923	$	1,968,158	$	1,447,531		$	6,837,612
Inter-segment sales		830,313		572		—			830,885
Acquisition and integration		—		281		—			281
Restructuring and asset impairment		799		2,550		(368	)		2,981
Depreciation and amortization		25,348		35,559		10,353			71,260
Operating earnings (loss)		47,793		43,705		(12,651	)		78,847
Capital expenditures		22,288		22,648		10,021			54,957
40 Weeks Ended October 3, 2020
Net sales to external customers	$	3,471,561	$	2,010,483	$	1,619,329		$	7,101,373
Inter-segment sales		845,988		—		—			845,988
Acquisition and integration		—		242		—			242
Restructuring and asset impairment		19,222		1,233		—			20,455
Depreciation and amortization		24,934		34,570		9,480			68,984
Operating earnings (loss)		34,990		59,416		(9,406	)		85,000
Capital expenditures		16,619		24,492		4,769			45,880

	October 9,		January 2,
(In thousands)	2021		2021
Total Assets
Food Distribution	$	1,105,679	$	1,112,961
Retail		738,347		763,876
Military		398,654		400,554
Total	$	2,242,680	$	2,277,391

18

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

This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021.

Overview

SpartanNash, headquartered in Grand Rapids, Michigan, is a leading multi-regional grocery distributor and grocery retailer whose core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate owned retail stores, military commissaries and exchanges in the United States, as well as operating a premier fresh produce distribution network. The Company operates three reportable business segments: Food Distribution, Retail and Military. The Company serves customers in all 50 states.

The Company’s Food Distribution segment provides a wide variety of nationally branded and private brand grocery products and perishable food products to independent grocers, the Company’s corporate owned retail stores, national retailers, food service distributors, and other customers. The Food Distribution segment primarily conducts business in the Midwest and Southeast regions of the United States.

As of the end of the third quarter, the Company’s Retail segment operated 147 corporate owned retail stores in the Midwest region primarily under the banners of Family Fare, Martin’s Super Markets, D&W Fresh Market, VG’s Grocery, and Dan’s Supermarket. The Company also offered pharmacy services in 92 of its corporate owned retail stores and operated 36 fuel centers. The retail stores have a “neighborhood market” focus to distinguish them from supercenters and limited assortment stores. The Company’s Customer Growth strategy is focused on meeting changing customer needs and preferences through a data-based decision-making process, while also increasing customer satisfaction through quality, service and convenience.

The Company’s Military segment contracts with manufacturers to distribute a wide variety of grocery products primarily to military commissaries and exchanges located in the United States, the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Iraq, Kuwait, Bahrain, Qatar and Djibouti. The Company distributes grocery products to 160 military commissaries and over 400 exchanges and, together with its third-party partner, Coastal Pacific Food Distributors, represents the only delivery solution to service the Defense Commissary Agency (“DeCA”) worldwide. The Company is the exclusive worldwide supplier of private brand products to U.S. military commissaries, a partnership with DeCA which began in fiscal 2017.

All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will generally include the Easter holiday. Fiscal 2020 contained 53 weeks; therefore, the fourth quarter of fiscal 2020 contained 13 weeks. The fourth quarter includes the Thanksgiving and Christmas holidays, and depending on the fiscal year end, may include the New Year’s holiday.

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

2021 Third Quarter Highlights

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

• Net sales increased 0.6% to $2.07 billion from $2.06 billion in the prior year quarter. Food Distribution segment sales increased 1.9% compared to the prior year quarter and increased 9.8% compared to the third quarter of 2019. Retail comparable store sales increased 3.1% in the third quarter, and experienced growth of 13.5% on a two-year basis. Net sales for Military declined 4.1% compared to the prior year quarter and decreased 13.2% compared to the third quarter of 2019.

• The Company continued to deliver improvements in margin with a year-over-year increase in consolidated gross profit rates from 15.8% to 15.9% for the third quarter.

• The Company generated cash from operating activities of $70.4 million during the third quarter, leading to a $47.1 million net pay down of long-term debt.

19

The Company increased the low end of the fiscal 2021 adjusted EBITDA outlook range. Adjusted EBITDA is now expected to range from $205 to $210 million. The Company also now expects that Retail comparable sales will be negative 1.0% to 2.0% for 2021. Food Distribution sales are still expected to decline 1.0% to 3.0%, while Military Distribution sales are now expected to decline 9.0% to 13.0%.

Results of Operations

The following table sets forth items from the condensed consolidated statements of earnings as a percentage of net sales and the year-to-year percentage change in the dollar amounts:

	Percentage of Net Sales									Percentage Change
	12 Weeks Ended					40 Weeks Ended				12 Weeks Ended			40 Weeks Ended
	October 9, 2021			October 3, 2020		October 9, 2021		October 3, 2020		October 9, 2021			October 9, 2021
Net sales		100.0			100.0		100.0		100.0		0.6			(3.7	)
Gross profit		15.9			15.8		15.8		15.3		1.4			(0.5	)
Selling, general and administrative		14.8			14.0		14.6		13.8		6.2			1.8
Acquisition and integration		0.0			0.0		0.0		0.0		(58.3	)		16.1
Restructuring charges and asset impairment, net		(0.0	)		0.3		0.0		0.3		(103.0	)		(85.4	)
Operating earnings		1.1			1.4		1.2		1.2		(21.6	)		(7.2	)
Other expenses		0.1			0.2		0.2		0.2		(13.7	)		(22.6	)
Earnings before income taxes		1.0			1.2		1.0		1.0		(22.7	)		(4.3	)
Income tax expense		0.2			0.3		0.2		0.1		(18.2	)		123.0
Net earnings		0.7			1.0		0.8		0.9		(23.9	)		(19.3	)

Note: Certain totals do not sum due to rounding.

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

	12 Weeks Ended							40 Weeks Ended
(In thousands)	October 9, 2021		October 3, 2020		Variance			October 9, 2021		October 3, 2020		Variance
Food Distribution	$	1,031,315	$	1,012,204	$	19,111		$	3,421,923	$	3,471,561	$	(49,638	)
Retail		608,737		596,659		12,078			1,968,158		2,010,483		(42,325	)
Military		433,201		451,953		(18,752	)		1,447,531		1,619,329		(171,798	)
Total net sales	$	2,073,253	$	2,060,816	$	12,437		$	6,837,612	$	7,101,373	$	(263,761	)

Net sales for the quarter ended October 9, 2021 (the “third quarter”) increased $12.4 million, or 0.6%, to $2.07 billion from $2.06 billion in the quarter ended October 3, 2020 (the “prior year quarter”). Net sales for the year-to-date period ended October 9, 2021 (the “year-to-date period”) decreased $263.8 million, or 3.7%, to $6.84 billion from $7.10 billion in the year-to-date period ended October 3, 2020 (the “prior year-to-date period”). The third quarter increase was attributable to continued growth with certain existing Food Distribution customers and an increase in comparable store sales within the Retail segment, partially offset by lower sales within the Military segment. The decrease in net sales for the year-to-date period was due to favorable prior year sales, attributable to increased consumer demand related to COVID-19, as well as continuation of lower volumes within the Military segment, partially offset by continued growth with certain existing Food Distribution customers.

Food Distribution net sales increased $19.1 million, or 1.9%, to $1.03 billion in the third quarter from $1.01 billion in the prior year quarter. Net sales for the year-to-date period decreased $49.6 million, or 1.4%, to $3.42 billion in the year-to-date period from $3.47 billion in the prior year-to-date period. The third quarter increase was attributable to continued growth with certain existing Food Distribution customers, and the favorable impact of inflation. The decrease in the year-to-date period was due to favorable prior year sales attributable to increased consumer demand related to COVID-19, as well as impacts from the Company’s decision to exit its Fresh Production business, which accounted for a $21.7 million decline in segment revenues from the prior year-to-date period, partly offset by continued growth with certain existing Food Distribution customers and the favorable impact of inflation.

20

Retail net sales increased $12.1 million, or 2.0%, to $608.7 million in the third quarter from $596.7 million in the prior year quarter. Net sales for the year-to-date period decreased $42.3 million, or 2.1%, from $2.01 billion in the prior year-to-date period to $1.97 billion. The third quarter increase was primarily due to increases in comparable store sales and fuel sales in the current year, partially offset by store closures. The year-to-date decrease in net sales was primarily due to cycling favorable prior year sales attributable to increased consumer demand related to COVID-19, partially offset by an increase in fuel sales. Comparable store sales increased 3.1% for the quarter and decreased 2.7% for the year. On a two-year comparable store basis, sales increased 13.5% and 11.4% during the quarter and year-to-date periods, respectively. The Company defines a retail store as comparable when it is in operation for 14 accounting periods (a period equals four weeks), regardless of remodels, expansions, or relocated stores. Acquired stores are included in the comparable sales calculation 13 periods after the acquisition date. Sales are compared to the same store’s operations from the prior year period for purposes of calculation of comparable store sales, or to the same store’s operations from the period two years ago in the case of a two-year comparison. Fuel is excluded from the comparable sales calculation due to volatility in price. Comparable store sales is a widely used metric among retailers, which is useful to management and investors to assess performance. The Company’s definition of comparable store sales may differ from similarly titled measures at other companies.

Military net sales decreased $18.8 million, or 4.1%, to $433.2 million in the third quarter from $452.0 million in the prior year quarter. Net sales for the year-to-date period decreased $171.8 million, or 10.6%, from $1.62 billion in the prior year-to-date period to $1.45 billion. The third quarter decrease was primarily related to a reduction in export sales as a result of cycling the prior year quarter’s increased consumer demand, coupled with supply chain challenges at international shipping ports in the current year quarter, in addition to the continuation of lower volumes at domestic commissaries. The year-to-date decrease was primarily due to the continuation of lower volumes at domestic commissaries following base access and shopping restrictions implemented in the prior year, in addition to a reduction in export sales as a result of the prior year’s increased consumer demand related to the COVID-19 pandemic, coupled with supply chain challenges at ports in the current year.

Gross Profit – Gross profit represents net sales less cost of sales, which for all non-production operations includes purchase costs, in-bound freight, physical inventory adjustments, markdowns and promotional allowances and excludes warehousing costs, depreciation and other administrative expenses. For the Company’s food processing operations, cost of sales includes direct product and production costs, inbound freight, purchasing and receiving costs, utilities, depreciation, and other indirect production costs and excludes out-bound freight and other administrative expenses. The Company’s gross profit definition may not be identical to similarly titled measures reported by other companies. Vendor allowances that relate to the buying and merchandising activities consist primarily of promotional allowances, which are generally allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to vendors for the Company’s merchandising costs, such as setting up warehouse infrastructure. Vendor allowances are recognized as a reduction in cost of sales when the product is sold. Lump sum payments received for multi-year contracts are amortized over the life of the contracts based on contractual terms. The distribution segments include shipping and handling costs in the Selling, general and administrative section of operating expenses in the consolidated statements of earnings.

Gross profit increased $4.7 million, or 1.4%, to $329.5 million in the third quarter from $324.8 million in the prior year quarter. As a percent of net sales, gross profit was 15.9% compared to 15.8% in the prior year quarter. Gross profit for the year-to-date period decreased $5.6 million, or 0.5%, from $1.09 billion in the prior year-to-date period to $1.08 billion in the current year. As a percent of net sales, gross profit for the year-to-date period was 15.8% compared to 15.3% in the prior year-to-date period. The changes in the gross profit rate were driven by inflation within the Food Distribution and Military segments, partially offset by LIFO expense, as well as increases in the proportion of margin accretive Retail and Food Distribution segment sales.

Selling, General and Administrative Expenses – Selling, general and administrative (“SG&A”) expenses consist primarily of salaries and wages, employee benefits, facility costs, shipping and handling, equipment rental, depreciation (to the extent not included in cost of sales), out-bound freight and other administrative expenses.

SG&A expenses for the third quarter increased $17.8 million, or 6.2%, to $306.8 million from $289.0 million in the prior year quarter, representing 14.8% of net sales in the third quarter compared to 14.0% in the prior year quarter. SG&A expenses for the year-to-date period increased $18.0 million, or 1.8% from $981.1 million in the prior year-to-date period to $999.0 million and increased from 13.8% as a percentage of net sales in the prior year-to-date period to 14.6% in the current year-to-date period. The increases in expenses as a rate of sales were due to a higher rate of supply chain expenses primarily in the Food Distribution segment and increases in corporate administrative costs.

Acquisition and Integration – Acquisition and integration expenses for the third quarter and year-to-date periods ended October 9, 2021 were $0.1 million and $0.3 million, respectively. Acquisition and integration expenses were $0.2 million for both the third quarter and year-to-date periods ended October 3, 2020. Activities in both years are mainly associated with the integration of Martin’s Super Markets.

21

Restructuring and Asset Impairment – Third quarter and prior year quarter results included income of $0.2 million and charges of $6.5 million, respectively, of restructuring and asset impairment activity. The year-to-date period and the prior year-to-date period included charges of $3.0 million and $20.5 million, respectively. The current quarter and current year-to-date amounts consist primarily of asset impairment and retail store closing charges, partially offset by gains on the sale of pharmacy customer lists, equipment, and real estate associated with store closings, as well as the termination of a lease within Food Distribution, and the sale of real estate within the Military segment. The prior year quarter and prior year-to-date activity consists primarily of asset impairment charges and severance costs related to the restructuring of the Company’s Fresh Production business, an asset impairment charge related to the decision to abandon a tradename within the Food Distribution segment, as well as retail store closing charges.

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

	12 Weeks Ended									40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			Variance			October 9, 2021			October 3, 2020			Variance
Food Distribution	$	9,969		$	9,191		$	778		$	47,793		$	34,990		$	12,803
Retail		16,802			22,318			(5,516	)		43,705			59,416			(15,711	)
Military		(4,040	)		(2,511	)		(1,529	)		(12,651	)		(9,406	)		(3,245	)
Total operating earnings	$	22,731		$	28,998		$	(6,267	)	$	78,847		$	85,000		$	(6,153	)

Operating earnings decreased $6.3 million, or 21.6% to $22.7 million in the third quarter from $29.0 million in the prior year quarter. Operating earnings for the year-to-date period decreased $6.2 million, or 7.2%, to $78.8 million from $85.0 million in the prior year-to-date period. The decreases were primarily due to higher labor and transportation costs across the supply chain network related to the ongoing tight labor conditions, and higher corporate administrative costs, partly offset by lower asset impairment and restructuring charges and improved margin rates.

Food Distribution operating earnings increased $0.8 million, or 8.5%, to $10.0 million in the third quarter from $9.2 million in the prior year quarter. Operating earnings for the year-to-date period increased $12.8 million, or 36.6%, to $47.8 million from $35.0 million in the prior year-to-date period. During the prior year quarter, the Company made the decision to abandon a tradename within this segment, resulting in an impairment of $7.0 million of the associated indefinite-lived tradename asset. The increase in the third quarter operating earnings for Food Distribution was due to cycling this asset impairment charge, as well as increased earnings due to the growth in net sales and gross profit rate, mostly offset by increases in supply chain expenses. The growth in the gross profit rate was driven primarily by an increase in average sales price due to inflation, partially offset by an increase in LIFO expense. The increase in the year-to-date period was due to favorable margin rates and lower asset impairment and restructuring charges, partially offset by a higher rate of supply chain expenses and lower sales volume.

Retail operating earnings decreased $5.5 million, or 24.7% to $16.8 million in the third quarter from $22.3 million in the prior year quarter. Operating earnings for the year-to-date period decreased $15.7 million, or 26.4%, to $43.7 million from $59.4 million in the prior year-to-date period. The decrease in the third quarter operating earnings was due to lower gross margin rates driven by lower fuel margins, cycling favorable prior year inventory shrink, and reduced vendor promotional activity in the current quarter, partially offset by the increase in net sales. The decrease in year-to-date operating earnings was primarily attributable to reduced margin rates and a decrease in sales volume.

Military operating loss increased $1.5 million, or 60.9% to $4.0 million in the third quarter from $2.5 million in the prior year quarter. Operating loss for the year-to-date period increased $3.2 million, or 34.5%, to $12.7 million from $9.4 million in the prior year-to-date period. The third quarter increase in operating loss were due to decreases in net sales and a higher rate of supply chain expense, partially offset by improvements in gross margin rates. The year-to-date increase was primarily attributable to a decrease in net sales, a higher rate of supply chain expense, partially offset by improvements in gross margin rates.

Interest Expense – Interest expense decreased $0.5 million, or 14.3%, to $3.0 million in the third quarter from $3.5 million in the prior year quarter. Interest expense for the year-to-date period decreased $3.9 million, or 26.6% from $14.8 million in the prior year-to-date period to $10.9 million. The third quarter decrease in interest expense was due to significant decreases in the average debt balance. The year-to-date decrease in interest expense was due to rate cuts implemented by the Federal Reserve during the prior year, as well as significant decreases in the average debt balance.

Income Taxes – The effective income tax rates were 23.1% and 21.8% for the third quarter and prior year quarter, respectively. For the year-to-date period and prior year-to-date period, the effective income tax rates were 24.5% and 10.5%, respectively. The differences from the federal statutory rate in the current year were primarily due to state taxes and the limitations on the deductibility of executive compensation, partially offset by federal tax credits. In the prior year, the differences from the federal statutory rate were primarily as a result of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and related tax planning in the 40- week period, as well as federal tax credits, partially offset by state taxes, limitations on the deductibility of executive compensation, and the impacts of stock-based compensation in both the 12- and 40- week periods.

22

On March 27, 2020, the U.S. government enacted tax legislation to provide economic stimulus and support businesses and individuals during the COVID-19 pandemic, referred to as the CARES Act. In connection with the CARES Act, the Company recorded a net discrete income tax benefit of $9.3 million in 2020, associated with the additional deductibility of certain expenses combined with provisions which enable companies to carry back tax losses to years prior to the enactment of the Tax Cuts and Jobs Act, when the federal statutory income tax rate was 35%. In the first quarter of 2021, the Company received tax refunds totaling $25.7 million related to the amended prior year returns.

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with GAAP, the Company also provides information regarding adjusted operating earnings, adjusted earnings from continuing operations, and adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”). These are non-GAAP financial measures, as defined below, and are used by management to allocate resources, assess performance against its peers and evaluate overall performance. The Company believes these measures provide useful information for both management and its investors. The Company believes these non-GAAP measures are useful to investors because they provide additional understanding of the trends and special circumstances that affect its business. These measures provide useful supplemental information that helps investors to establish a basis for expected performance and the ability to evaluate actual results against that expectation. The measures, when considered in connection with GAAP results, can be used to assess the overall performance of the Company as well as assess the Company’s performance against its peers. These measures are also used as a basis for certain compensation programs sponsored by the Company. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its financial results in these adjusted formats.

Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude organizational realignment and severance associated with cost reduction initiatives. Organizational realignment includes benefits for associates terminated as part of a leadership transition plan which do not meet the definition of a reduction-in-force. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude “Fresh Cut operating losses” subsequent to the decision to exit these operations, severance associated with cost reduction initiatives, and fees paid to a third-party advisory firm associated with Project One Team, the Company’s initiative to drive growth while increasing efficiency and reducing costs. Pension termination income related to a refund from the annuity provider associated with the final reconciliation of participant data is excluded from adjusted earnings from continuing operations. Each of these items are considered “non-operational” or “non-core” in nature.

Adjusted Operating Earnings

Adjusted operating earnings is a non-GAAP operating financial measure that the Company defines as operating earnings plus or minus adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted operating earnings provide a meaningful representation of its operating performance for the Company as a whole and for its operating segments. The Company considers adjusted operating earnings as an additional way to measure operating performance on an ongoing basis. Adjusted operating earnings is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature and also excludes the contributions of activities classified as discontinued operations. Because adjusted operating earnings and adjusted operating earnings by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in an adjusted operating earnings format.

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

23

Following is a reconciliation of operating earnings to adjusted operating earnings for the 12 and 40 weeks ended October 9, 2021 and October 3, 2020.

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			October 9, 2021		October 3, 2020
Operating earnings	$	22,731		$	28,998		$	78,847	$	85,000
Adjustments:
Acquisition and integration		101			242			281		242
Restructuring and asset impairment, net		(195	)		6,543			2,981		20,455
Costs associated with Project One Team		—			—			—		493
Organizational realignment, net		—			—			589		—
Expenses associated with tax planning		—			(15	)		—		82
Severance associated with cost reduction initiatives		239			40			377		5,121
Fresh Cut operating losses		—			—			—		2,262
Adjusted operating earnings	$	22,876		$	35,808		$	83,075	$	113,655

Following is a reconciliation of operating earnings (loss) by segment for the 12 and 40 weeks ended October 9, 2021 and October 3, 2020.

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Food Distribution:
Operating earnings	$	9,969		$	9,191		$	47,793		$	34,990
Adjustments:
Restructuring and asset impairment, net		36			6,538			799			19,222
Costs associated with Project One Team		—			—			—			265
Organizational realignment, net		—			—			287			—
Expenses associated with tax planning		—			(8	)		—			44
Severance associated with cost reduction initiatives		143			—			246			3,143
Fresh Cut operating losses		—			—			—			2,262
Adjusted operating earnings	$	10,148		$	15,721		$	49,125		$	59,926
Retail:
Operating earnings	$	16,802		$	22,318		$	43,705		$	59,416
Adjustments:
Acquisition and integration		101			242			281			242
Restructuring and asset impairment, net		137			5			2,550			1,233
Costs associated with Project One Team		—			—			—			164
Organizational realignment, net		—			—			215			—
Expenses associated with tax planning		—			(5	)		—			27
Severance associated with cost reduction initiatives		69			9			98			1,441
Adjusted operating earnings	$	17,109		$	22,569		$	46,849		$	62,523
Military:
Operating loss	$	(4,040	)	$	(2,511	)	$	(12,651	)	$	(9,406	)
Adjustments:
Restructuring and asset impairment, gain		(368	)		—			(368	)		—
Costs associated with Project One Team		—			—			—			64
Organizational realignment, net		—			—			87			—
Expenses associated with tax planning		—			(2	)		—			11
Severance associated with cost reduction initiatives		27			31			33			537
Adjusted operating loss	$	(4,381	)	$	(2,482	)	$	(12,899	)	$	(8,794	)

24

Adjusted Earnings from Continuing Operations

Adjusted earnings from continuing operations 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 accounting principles generally accepted in the United States of America and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of net earnings to adjusted earnings from continuing operations for the 12 and 40 weeks ended October 9, 2021 and October 3, 2020.

	12 Weeks Ended
	October 9, 2021					October 3, 2020
				per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share		Earnings			share
Net earnings	$	15,176		$	0.42	$	19,952		$	0.56
Adjustments:
Acquisition and integration		101					242
Restructuring and asset impairment, net		(195	)				6,543
Expenses associated with tax planning		—					(15	)
Severance associated with cost reduction initiatives		239					40
Total adjustments		145					6,810
Income tax effect on adjustments (a)		(36	)				(1,830	)
Impact of CARES Act (b)		—					212
Total adjustments, net of taxes		109			0.01		5,192			0.14	*
Adjusted earnings from continuing operations	$	15,285		$	0.43	$	25,144		$	0.70

	40 Weeks Ended
	October 9, 2021						October 3, 2020
				per diluted						per diluted
(In thousands, except per share amounts)	Earnings			share			Earnings			share
Net earnings	$	51,506		$	1.44		$	63,821		$	1.78
Adjustments:
Acquisition and integration		281						242
Restructuring and asset impairment, net		2,981						20,455
Costs associated with Project One Team		—						493
Organizational realignment, net		589						—
Expenses associated with tax planning		—						82
Severance associated with cost reduction initiatives		377						5,121
Fresh Cut operating losses		—						2,262
Pension termination		—						(1,004	)
Total adjustments		4,228						27,651
Income tax effect on adjustments (a)		(1,060	)					(6,827	)
Impact of CARES Act (b)		—						(9,298	)
Total adjustments, net of taxes		3,168			0.08	*		11,526			0.32
Adjusted earnings from continuing operations	$	54,674		$	1.52		$	75,347		$	2.10
* Includes rounding

25

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

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

Adjusted EBITDA

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“adjusted EBITDA”) is a non-GAAP operating financial measure that the Company defines as net earnings plus interest, discontinued operations, depreciation and amortization, and other non-cash items including share-based payments (equity awards measured in accordance with ASC 718, Stock Compensation, which include both stock-based compensation to employees and stock warrants issued to non-employees) and the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted EBITDA provides a meaningful representation of its operating performance for the Company and for its operating segments. The Company considers adjusted EBITDA as an additional way to measure operating performance on an ongoing basis. Adjusted EBITDA is meant to reflect the ongoing operating performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered “non-operating” or “non-core” in nature, and also excludes the contributions of activities classified as discontinued operations. Because adjusted EBITDA and adjusted EBITDA by segment are performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted EBITDA format.

Adjusted EBITDA and adjusted EBITDA by segment are not measures of performance under GAAP and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definitions of adjusted EBITDA and adjusted EBITDA by segment may not be identical to similarly titled measures reported by other companies.

Following is a reconciliation of net earnings to adjusted EBITDA for the 12 and 40 weeks ended October 9, 2021 and October 3, 2020.

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Net earnings	$	15,176		$	19,952		$	51,506		$	63,821
Income tax expense		4,551			5,564			16,757			7,513
Other expenses, net		3,004			3,482			10,584			13,666
Operating earnings		22,731			28,998			78,847			85,000
Adjustments:
LIFO expense		5,887			387			10,444			3,158
Depreciation and amortization		21,763			20,858			71,260			68,611
Acquisition and integration		101			242			281			242
Restructuring and asset impairment, net		(195	)		6,543			2,981			20,455
Costs associated with Project One Team		—			—			—			493
Organizational realignment, net		—			—			589			—
Severance associated with cost reduction initiatives		239			40			377			5,121
Stock-based compensation		920			1,033			6,084			5,181
Stock warrant		403			—			1,478			—
Non-cash rent		(994	)		(1,188	)		(2,980	)		(3,981	)
Fresh Cut operating losses		—			—			—			2,262
Loss (gain) on disposal of assets		49			35			(213	)		3,462
Other non-cash charges		570			94			1,528			193
Adjusted EBITDA	$	51,474		$	57,042		$	170,676		$	190,197

26

Following is a reconciliation of operating earnings (loss) to adjusted EBITDA by segment for the 12- and 40- weeks ended October 9, 2021 and October 3, 2020.

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Food Distribution:
Operating earnings	$	9,969		$	9,191		$	47,793		$	34,990
Adjustments:
LIFO expense		3,760			295			6,180			1,684
Depreciation and amortization		7,954			7,413			25,348			24,561
Restructuring and asset impairment, net		36			6,538			799			19,222
Costs associated with Project One Team		—			—			—			265
Organizational realignment, net		—			—			287			—
Severance associated with cost reduction initiatives		143			—			246			3,143
Stock-based compensation		407			522			2,772			2,524
Stock warrant		403			—			1,478			—
Non-cash rent		208			31			1,125			125
Fresh Cut operating losses		—			—			—			2,262
Loss (gain) on disposal of assets		4			(6	)		(95	)		1,613
Other non-cash charges		364			52			881			103
Adjusted EBITDA	$	23,248		$	24,036		$	86,814		$	90,492
Retail:
Operating earnings	$	16,802		$	22,318		$	43,705		$	59,416
Adjustments:
LIFO expense		690			(15	)		1,582			586
Depreciation and amortization		10,633			10,489			35,559			34,570
Acquisition and integration		101			242			281			242
Restructuring and asset impairment, net		137			5			2,550			1,233
Costs associated with Project One Team		—			—			—			164
Organizational realignment, net		—			—			215			—
Severance associated with cost reduction initiatives		69			9			98			1,441
Stock-based compensation		371			364			2,241			1,756
Non-cash rent		(1,116	)		(1,134	)		(3,813	)		(3,818	)
Loss (gain) on disposal of assets		24			34			(101	)		1,905
Other non-cash charges		147			30			461			64
Adjusted EBITDA	$	27,858		$	32,342		$	82,778		$	97,559
Military:
Operating loss	$	(4,040	)	$	(2,511	)	$	(12,651	)	$	(9,406	)
Adjustments:
LIFO expense		1,437			107			2,682			888
Depreciation and amortization		3,176			2,956			10,353			9,480
Restructuring and asset impairment, gain		(368	)		—			(368	)		—
Costs associated with Project One Team		—			—			—			64
Organizational realignment, net		—			—			87			—
Severance associated with cost reduction initiatives		27			31			33			537
Stock-based compensation		142			147			1,071			901
Non-cash rent		(86	)		(85	)		(292	)		(288	)
Loss (gain) on disposal of assets		21			7			(17	)		(56	)
Other non-cash charges		59			12			186			26
Adjusted EBITDA	$	368		$	664		$	1,084		$	2,146

27

Liquidity and Capital Resources

Cash Flow Information

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

	40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020
Cash flow activities
Net cash provided by operating activities	$	143,953		$	223,832
Net cash used in investing activities		(24,051	)		(35,536	)
Net cash used in financing activities		(115,160	)		(185,565	)
Net increase in cash and cash equivalents		4,742			2,731
Cash and cash equivalents at beginning of the period		19,903			24,172
Cash and cash equivalents at end of the period	$	24,645		$	26,903

Net cash provided by operating activities. Net cash provided by operating activities decreased $79.9 million in the current year-to-date period compared to the prior year-to-date period. In the prior year, significant increases in sales volume related to the COVID-19 pandemic resulted in incremental earnings, as well as a net reduction in working capital, which benefited operating cash flows.

Net cash used in investing activities. Net cash used in investing activities decreased $11.5 million in the current year compared to the prior year primarily due to significant proceeds from the sale of fixed assets in the current year, partially offset by an increase in capital expenditures in the current year.

Capital expenditures were $55.0 million in the current year and cloud computing application development spend, which is included in operating activities, was $7.0 million, compared to capital expenditures of $45.9 million and cloud computing application development spend of $7.7 million in the prior year. The Company expects fiscal year 2021 capital expenditures and cloud computing application development spend to range from $80.0 million to $90.0 million. The Food Distribution, Retail and Military segments utilized 40.6%, 41.2% and 18.2% of capital expenditures, respectively, in the current year.

Net cash used in financing activities. Net cash used in financing activities decreased $70.4 million in the current year compared to the prior year, primarily due to higher net payments on the senior credit facility in the prior year.

Debt Management

Total debt, including finance lease liabilities, was $404.1 million and $486.4 million as of October 9, 2021 and January 2, 2021, respectively. The decrease in total debt was due to payments on the senior credit facility from cash provided by operating activities.

Liquidity

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility. As of October 9, 2021, the senior secured credit facility had outstanding borrowings of $358.7 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 $486.4 million at October 9, 2021. Payment of dividends and repurchases of outstanding shares are permitted, provided that certain levels of excess availability are maintained. The credit facility provides for the issuance of letters of credit, of which $16.1 million were outstanding as of October 9, 2021. The credit facility matures December 18, 2023 and is secured by substantially all of the Company’s assets.

The Company believes that cash generated from operating activities and available borrowings under the credit facility will be sufficient to meet anticipated requirements for working capital, capital expenditures, dividend payments, and debt service obligations for the foreseeable future. However, there can be no assurance that the business will continue to generate cash flow at or above current levels or that the Company will maintain its ability to borrow under the Credit Agreement.

The Company’s current ratio (current assets to current liabilities) was 1.43-to-1 at October 9, 2021 compared to 1.47-to-1 at January 2, 2021, and its investment in working capital was $305.2 million at October 9, 2021 compared to $325.2 million at January 2, 2021. The net long-term debt to total capital ratio was 0.33-to-1 at October 9, 2021 compared to 0.39-to-1 at January 2, 2021.

28

Net long-term debt is a non-GAAP financial measure that is defined as long-term debt and finance lease liabilities, plus current portion of long-term debt and finance lease liabilities, less cash and cash equivalents. The ratio of net debt to capital is a non-GAAP financial measure that is calculated by dividing net long-term debt, as defined previously, by total capital (net long-term debt plus total shareholders’ equity). The Company believes both management and its investors find the information useful because it reflects the amount of long-term debt obligations that are not covered by available cash and temporary investments. Total net long-term debt is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

Following is a reconciliation of “Long-term debt and finance lease liabilities” to Net long-term debt as of October 9, 2021 and January 2, 2021.

	October 9,			January 2,
(In thousands)	2021			2021
Current portion of long-term debt and finance lease liabilities	$	5,680		$	5,135
Long-term debt and finance lease liabilities		398,465			481,309
Total debt		404,145			486,444
Cash and cash equivalents		(24,645	)		(19,903	)
Net long-term debt	$	379,500		$	466,541

For information on contractual obligations, see the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021. At October 9, 2021, there have been no material changes to the Company’s significant contractual obligations outside the ordinary course of business.

Cash Dividends

During the quarter ended October 9, 2021, the Company declared $7.3 million in dividends. A 3.9% increase in the quarterly dividend rate from $0.1925 per share to $0.20 per share was approved by the Board of Directors and announced on March 5, 2021. Although the Company expects to continue to pay a quarterly cash dividend, adoption of a dividend policy does not commit the Board of Directors to declare future dividends. Each future dividend will be considered and declared by the Board of Directors at its discretion. Whether the Board of Directors continues to declare dividends depends on a number of factors, including the Company’s future financial condition, anticipated profitability and cash flows and compliance with the terms of its credit facilities.

Under the senior revolving credit facility, the Company is generally permitted to pay dividends in any fiscal year up to an amount such that all cash dividends, together with any cash distributions and share repurchases, do not exceed $35.0 million. Additionally, the Company is generally permitted to pay cash dividends and repurchase shares in excess of $35.0 million in any fiscal year so long as its Excess Availability, as defined in the senior revolving credit facility, is in excess of 10% of the Total Borrowing Base, as defined in the senior revolving credit facility, before and after giving effect to the repurchases and dividends.

Off-Balance Sheet Arrangements

The Company has also made certain commercial commitments that extend beyond October 9, 2021. These commitments consist primarily of purchase commitments (as disclosed in the Company’s Annual Report on Form 10-K for the year ended January 2, 2021), standby letters of credit of $16.1 million as of October 9, 2021, and interest on long-term debt and finance lease liabilities.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Based on the Company’s ongoing review, the Company makes adjustments it considers appropriate under the facts and circumstances. This discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements. The Company believes these accounting policies and others set forth in Item 7 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021 should be reviewed as they are integral to understanding the Company’s financial condition and results of operations. The Company has discussed the development, selection and disclosure of these accounting policies with the Audit Committee of the Board of Directors. The accompanying financial statements are prepared using the same critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021.

29

Recently Issued Accounting Standards

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

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in market risk of SpartanNash from the information provided in Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk,” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021.

ITEM 4. Controls and Procedures

An evaluation of the effectiveness of the design and operation of SpartanNash Company’s disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of October 9, 2021 (the “Evaluation Date”). This evaluation was performed under the supervision and with the participation of SpartanNash Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). As of the Evaluation Date, SpartanNash Company’s management, including the CEO and CFO, concluded that SpartanNash’s disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including its principal executive and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. During the third quarter of 2021 there were no changes in SpartanNash’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.

30

PART II

OTHER INFORMATION

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

During the fourth quarter of 2017, the Board authorized a publicly announced $50 million share repurchase program, expiring in 2022. There were not any common stock share repurchases made under this program during the third quarter of 2021. At October 9, 2021, $29.7 million remains available under the program. Repurchases of common stock may include: (1) shares of SpartanNash common stock delivered in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares. The value of the shares delivered or withheld is determined by the applicable stock compensation plan.

31

ITEM 6. Exhibits

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

Exhibit Number	Document
3.1	Restated Articles of Incorporation of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 15, 2017. Incorporated herein by reference.
3.2	Bylaws of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 1, 2017. Incorporated herein by reference.
10.1	Executive Separation Agreement between SpartanNash Company and Kathleen Mahoney.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 9, 2021, has been formatted in Inline XBRL.

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SPARTANNASH COMPANY (Registrant)
Date:  November 12, 2021	By	/s/ Jason Monaco
		Jason Monaco Executive Vice President and Chief Financial Officer

33

EX-10.1

Exhibit 10.1

EXECUTION COPY

SEPARATION, RETENTION AND RELEASE AGREEMENT

This Separation, Retention and Release Agreement (the "Agreement"), dated 23rd of August 2021 sets forth that SpartanNash Company (the "Company") and Kathleen M. Mahoney (the "Employee") hereby agree as follows:

1. Separation Date:

a)Employee will remain employed as Executive Vice President, Chief Legal Officer and Secretary and will relocate to Minnesota. Employee's last day of employment will be the earlier of the date on which a replacement Chief Legal Officer begins employment with the Company or December 31, 2021 (the "Separation Date"). The Company will provide Employee with no less than 30 days' notice of the Separation Date (the "Notice Period") (Employee may be relieved of all duties and responsibilities during the Notice Period in the Company's discretion) and Employee will retire from the Company effective on the day following the Separation Date. Regardless of whether Employee executes this Agreement (or revokes this Agreement), Employee will receive through the Separation Date (i) Employee's current base salary (based on Employee's annual salary of $488,000.00, in accordance with the Company's normal payroll practices, less applicable taxes, withholdings and other deductions, including any amounts owed to the Company by Employee for personal expenses as may be permitted by applicable law (as to which Employee expressly authorizes and consents), (ii) reimbursement for all business expenses incurred in accordance with Company policy prior to the Separation Date, and (iii) all health, disability, life, and accident insurance benefits as are enjoyed generally by employees of comparable rank of the Company, as well as any other vested and accrued rights as of the Separation Date under any other employee benefit plans in which Employee participated prior to the Separation Date. The Company agrees that Employee is eligible to retire and that, for all purposes as it relates to the Company, employee will be considered retired effective the day after the Separation Date and will be eligible to receive all available retirement benefits as described in the applicable Company benefit plans and award agreements.

b)Effective as of the Separation Date, Employee's vacation accrual will cease. Any accrued, yet untaken, vacation days including any days which were rolled over from a previous calendar year, will be paid to the Employee on the next regularly scheduled payday following the Separation Date. The amount will be paid less applicable taxes, withholdings and other deductions, including any amounts owed to the Company by Employee for personal expenses as may be permitted by applicable law.

c)All other Company benefits will also cease on the Separation Date, including, without limitation, Employee's medical, dental and vision benefits. Employee and Employee's dependents, if any, will be entitled to elect medical, dental, and vision benefit continuation coverage pursuant to federal law (COBRA) under the medical, dental, and vision insurance benefit plan(s) in which Employee was participating as of the Separation Date. Information pertaining to Employee's continuation of coverage pursuant to COBRA will be provided under separate cover.

1

Exhibit 10.1

EXECUTION COPY

2. Consideration:

a)Provided Employee has timely executed and not revoked this Agreement and otherwise complies with its terms, Employee shall receive the following separation benefits:

i.The Company will retain and pay for all fees associated with James Drury partners board placement services not to exceed $240,000.00, subject to Employee providing the Company appropriate documentation demonstrating the services rendered to Employee. The Company agrees that it will receive benefits from Executive's service as a Board Member and therefore agrees that this payment will not be considered imputed income to the Employee;

ii.SpartanNash shall pay all fees associated with Ayco Financial Consulting services through December 31, 2021;

iii.SpartanNash shall pay all household moving expenses incurred in connection with Employee's relocation to Minnesota, not to exceed $20,000.00;

iv.Employee shall be eligible to receive the payments set forth in Paragraph 2(b) below.

b)Provided Employee has timely executed and not revoked this Agreement and timely executed and not revoked the release attached as Exhibit 3 (which must be executed on, but not before, Employee's Separation Date), continues to be reasonably available for consultation to the Company with respect to the transition of her responsibilities and other legal matters pertaining to the Company, and otherwise complies with their terms, Employee shall receive the following additional separation benefits:

i.Employee will receive a retention bonus in the amount of $300,000, less applicable taxes, withholdings and other deductions, to be paid in the next regularly scheduled payroll date following the Separation Date. Employee agrees that such retention bonus is fair and adequate consideration for her retention services and for the transition consulting assistance as required pursuant to Paragraph 2(b) above;

ii.The Company will pay for all fees associated with Ayco Financial Consulting services from through May 31, 2022; and

iii.With respect to only Employee's potential employment as an in-house attorney or, subject to the express, written consent of the Company, not to be unreasonably withheld, service as a Board Member for a "Competitive Business," as defined in Paragraph 9(b) of the SpartanNash Employment Agreement entered into between you and the Company and attached hereto as Exhibit 1 (the "Employment Agreement"), the Company shall waive the twelve (12) month noncompetition restrictions set forth in Paragraphs 9(a)(i) and 9(a)(ii) of the of the Employment Agreement and Paragraph 3(a) of the Company Post-Employment Competition Agreement entered into between you and the Company and attached as Exhibit A to the 2021 Long- Term Incentive Plan and attached hereto as Exhibit 2 (the "Competition Agreement"). For the avoidance of doubt, the Company does not waive the aforementioned "Competitive Business" restrictions as defined in Paragraph 9(b) of the Employment Agreement with respect to any potential employment in a non-legal position with any "Competitive Business," and any such other potential employment with a Competitive Business must first be expressly approved in writing by the Company.

2

Exhibit 10.1

EXECUTION COPY

3. Bonus and Equity Plan Payments.

Provided Employee continues to comply with the obligations set forth in this Agreement, Employee will be eligible to receive the following Bonus and Equity Plan Payments:

a)Employee's 2021 Annual Incentive Plan award, if any, in accordance with the terms of the Company's 2021 Annual Incentive Plan, prorated as of the Separation Date;

b)A pro-rated portion of Employee's performance cash incentive awards, if any, in accordance with the terms of the Company's 2019 Long-Term Incentive Plan, 2020 Long-Term Incentive Plan and 2021 Long-Term Incentive Plan, prorated as of the Separation Date; and

c)Continued vesting of the restricted stock awards (and dividend equivalents associated therewith) granted to Employee in 2018, 2019, 2020 and 2021, in accordance with the terms of the Company's 2018 Long-Term Incentive Plan, 2019 Long-Term Incentive Plan, 2020 Long-Term Incentive Plan and 2021 Long-Term Incentive Plan, the Stock Incentive Plan of 2015 and the applicable restricted stock award agreements evidencing the restricted stock awards. For the avoidance of doubt, the release provided under Section 4 below shall not adversely affect the crediting or vesting of dividend equivalents on outstanding restricted stock awards pursuant to the terms of the applicable Plans and award agreements.

4. Release of Known and Unknown Claims.

a)In consideration of the payments, benefits, and other items of value provided to Employee and/or on Employee's behalf pursuant to Paragraph 2(a) and Employee's eligibility to receive the additional payments and benefits pursuant to Paragraph 2(b) of this Agreement Employee, on behalf of Employee, Employee's heirs, dependents, executors, administrators, trustees, legal representatives, and assigns (collectively referred to as "Releasors"), to the fullest extent permitted by law hereby forever releases and discharges the Company and its past and present parents, subsidiaries, divisions, affiliated entities, funds, partners, employee benefit plans, pension plans, successors, and assigns, and all of its and their collective past and present officers, trustees, agents, attorneys, employees, directors, fiduciaries, administrators, partners, ventures, and assigns, whether acting as agents for the Company or in their individual capacities (collectively with the Company and/or its affiliates, the "Company Parties" and each a "Company Party"), from any and all claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, wages, attorneys' fees, costs and/or damages capable of being waived by law, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which Employee may now have, ever has had, or may hereafter have, based upon, arising from, or relating to any fact or set of facts, whether known or unknown to Employee, at any time prior to and until the date of execution of this Agreement, including but not limited to, claims arising out of or relating in any way to Employee's employment relationship with the Company or the Company Parties or other associations with the Company or the Company Parties or any termination thereof.

3

Exhibit 10.1

EXECUTION COPY

b)Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right based upon or arising under any federal, state or local fair employment practices and equal opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964; 42 U.S.C. § 1981; the Equal Pay Act of 1963; the Americans with Disabilities Act,; the Employee Retirement Income Security Act (except for vested benefits otherwise entitled); the Age Discrimination in Employment Act, ("ADEA"); the Older Workers' Benefits Protection Act ("OWBPA"); the Elliott-Larsen Civil Rights. Act, the Michigan Persons With Disabilities Civil Rights Act, the Michigan Payment of Wages and Fringe Benefits Law, the Michigan Equal Pay Law, the Michigan Whistleblower's Protection Act, the Michigan Minimum Wage Law of 1964, the Michigan WARN Laws, the Michigan Occupational Safety and Health Act, the Bullard­ Plawecki Employee Right to Know Act, the Michigan Social Security Number Privacy Act, the Michigan Sales Representatives Commission Act, the Michigan Internet Privacy Protection; the Minnesota Human Rights Act, the Minnesota Equal Pay for Equal Work Law, the Minnesota Age Discrimination Statute, the Minnesota Termination of Sales Representatives Act, the Minnesota Nonwork Activities Law, the Minnesota Whistleblower Protection Law, the Minnesota Parental Leave Law, the Fair Labor Standards Act, Minnesota WARN Laws, the Minnesota Personnel Record Review and Access Act, the retaliation provision of Minnesota Workers' Compensation Act, and the Minnesota Constitution, all as amended, and any federal, state, local, and/or municipal statute, law, amendment, directive, order, and/or regulation enacted in response to the COVID-19 pandemic; and any other federal, state, or local statutes, common law, or regulation, including any and all amendments to the foregoing.

c)Employee hereby represents and warrants that Employee is not aware of any claims Employee has or might have against any of the Company Parties that are not included in the release of claims in Paragraphs 3(a) and (b).

d)Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by Employee of, or prevents Employee from making or asserting: (i) any claim or right Employee may have under COBRA; (ii) any claim or right Employee may have for unemployment insurance or workers' compensation benefits; (iii) any vested benefits under the written terms of an employee benefit plan applicable to Employee; (iv) any claim or right that may arise after the execution of this Agreement; (vi) existing rights to indemnification pursuant to the Company by-laws, policies, practices, contract and applicable law; or (vii) any claim or right Employee may have under this Agreement. Further, nothing in this Agreement shall prevent Employee from filing a charge with, or participating, cooperating, or testifying in any investigation, hearing or proceeding conducted by, the Equal Employment Opportunity Commission ("EEOC"), or any similar federal, state or local government agency, provided, however, Employee understands and agrees that, pursuant to this Agreement Employee is waiving any right to recover monetary damages or any other form of personal relief in connection with any such charge, action, investigation or proceeding.

e)Employee represents and warrants that Employee has not assigned or subrogated any of Employee's rights, claims, or causes of action, including any claims referenced in this Agreement or authorized any other person or entity to assert such claim or claims on Employee's behalf.

f)Employee acknowledges and agrees that upon receipt of the payments described in Paragraphs 2 and 3, the Company Parties shall not have any further and have fully satisfied all obligations to Employee under the Employment Agreement and the Company Long-Term Incentive Plan, as well as for any compensation, equity, options, shares of stock, phantom stock, wages, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay, or other compensation, benefits or payments of any kind or nature, other than as specifically provided for in this Agreement.

4

Exhibit 10.1

EXECUTION COPY

5. Full and Fair Consideration: Employee acknowledges and agrees that the continued employment, payment, benefits, and/or the other commitments by the Company set forth in this Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company to Employee, monetarily or with respect to Employee's employment; (ii) exceed any payment, benefit, or other item of value to which Employee might otherwise be entitled; and (iii) are therefore full and fair consideration for the covenants, agreements, and obligations of Employee in this Agreement.

6. Confidential Agreement: Subject to Paragraph 12 of this Agreement, the existence, terms, and conditions of this Agreement (including all exhibits) are confidential, and Employee agrees that Employee will not disclose them to any other person or entity, except that Employee may disclose them (a) to Employee's attorneys, accountants, and immediate family (provided that they agree to keep them confidential); (b) as required by law to do so; and/or (c) with respect to any action pursuant to and in accordance with Paragraph 14.

7. Confidentiality, Privileged Information and Return of Company Property:

a)Except with respect to the express noncompetition waiver set forth in Paragraph 2 above, and subject to Paragraph 12, Employee hereby acknowledges and agrees to abide by all of the remaining restrictions and obligations set forth in Paragraphs 7, 8, and 9 of the Employment Agreement and Paragraph 3 of the Competition Agreement, including the restrictions with respect to loyalty, confidentiality, intellectual property, and non-solicitation of customers and employees set forth in those agreements; accordingly, the foregoing provisions of the Employment Agreement and Competition Agreement are hereby expressly incorporated and made an integral part of this Agreement.

b)Employee acknowledges that in the course of Employee's employment with the Company, Employee has acquired and/or had access to non-public information and material including information relating to litigation involving the Company and/or the resolution or settlement thereof, internal and/or external investigations and regulatory matters, attorney-client communications, communications with outside counsel, and other Company legal matters, all of which are subject to and protected from disclosure by the attorney-client privilege, attorney work product doctrine, and/or any other applicable privileges (referred to collectively as "Privileged Information"). Employee acknowledges and agrees that such Privileged Information (including any underlying privilege therein) belongs exclusively to the Company, and that the Company has not waived any such underlying privilege.

c)Furthermore, subject to Paragraph 12 of this Agreement, Employee agrees not to communicate with, either proactively or reactively, directly or indirectly, any of the Company's current clients, vendors, consultants, investors, or current or prospective portfolio companies, portfolio company officers or portfolio company directors, regarding Employee's termination of employment without the express written consent of the Company, other than in connection with Employee's search for future employment and/or board service. For the avoidance of doubt, nothing in this Agreement shall prohibit Employee from disclosing Employee's job title, general job duties and responsibilities, and dates of employment with the Company. Notwithstanding the foregoing, Company hereby consents to Employee's communication as expressly permitted in Paragraph 12 of this Agreement and to the foregoing parties, in response to an inquiry, to the effect that Employee will be retiring or is retired from Company. To that end, the Company and Employee will mutually agree to an appropriate internal and external communication regarding such retirement.

5

Exhibit 10.1

EXECUTION COPY

d)On or before the Separation Date, or at any time upon the Company's request, Employee will return to the Company all Company Property (as defined in the attached Confidentiality Agreement) in Employee's possession, custody, or control, including without limitation, any information belonging to the Company and/or its affiliates, in any tangible or intangible form, and any keys, credit cards, equipment, computers, portable telephones, identification cards, books, notes, and any other property of the Company Parties. To the extent that Employee made use of personal computers, PDAs, cloud storage devices, personal email, thumb drives, disks, or other means of information storage in connection with performing Employee's Company responsibilities, or stored Confidential Information (as defined in the attached Confidentiality Agreement) or Company proprietary material on such personal devices, Employee agrees to cooperate with the Company to permanently delete such information and material from such devices and sources, including by arranging with the Company to conduct a review of such devices and sources with the understanding that the Company will take appropriate measures to preserve and protect Employee's personal information unrelated to the Company.

8. Material Breach: Subject to the provisions of Paragraph 12 of this Agreement, Employee understands and agrees that any breach by Employee of the provisions of Paragraphs 5 and/or 6 of this Agreement shall be considered a material breach of this Agreement. Employee further agrees that any breach by Employee of Paragraphs 6 and/or 7 hereof will result in irreparable injury to the Company Parties, and that monetary relief alone will be inadequate to redress such a breach. Employee therefore agrees that in addition to any other remedy to which the Company Parties may be entitled, the Company Parties shall have the right to seek and obtain injunctive relief in aid of arbitration and other equitable remedies from a court of competent jurisdiction to prevent and/or restrain such breach, without the necessity of posting a bond or undertaking.

9. Non-Admission/Complete Understanding: This Agreement, including the release set forth in Paragraph 3 of this Agreement, the provisions of the Employment Agreement and Competition Agreement expressly incorporated herein, and all exhibits to this Agreement, represent the complete understanding between Employee and the Company and supersedes any and all other written and oral agreements between Employee and any of the Company Parties. This Agreement may not be modified orally. No other promises or agreements shall be binding unless in writing and signed by both the Company and Employee after the Effective Date of this Agreement, and the Employment Agreement is effectively terminated by this Agreement. The making of this Agreement is not intended, and shall not be construed, as an admission that any of the Company Parties has or have violated any federal, state, or local law (statutory or decisional), ordinance, or regulation, breached any contract, or committed any wrong whatsoever against Employee.

10. Cooperation: Employee hereby agrees that after the Separation Date, as reasonably requested, Employee will use commercially reasonable efforts to cooperate with the Company Parties and their counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during Employee's employment with the Company or its affiliates in which Employee was involved or of which the Company believes Employee may have knowledge. Employee will be reasonably available to answer the Company Parties' inquiries regarding such matters or regarding business or other matters about which Employee may have knowledge or information.

11. No Obligation to Re-Hire: Employee understands and acknowledges that Employee's employment relationship with the Company will permanently end as of the Separation Date and that neither the Company nor its affiliates will be obligated to rehire Employee or to consider Employee for reemployment after the Separation Date.

6

Exhibit 10.1

EXECUTION COPY

12.Permitted Conduct: Nothing in this Agreement (including its exhibits) shall prohibit or restrict Employee from lawfully (A) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, "Governmental Authorities") regarding a possible violation of any law; (B) responding to any inquiry or legal process directed to Employee individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities; (C) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (D) making any other disclosures that are protected under the whistleblower provisions of any applicable law, including, but not limited to responding to any inquiry about this Agreement or Employee's employment by the Securities and Exchange Commission, or any other regulatory or self-regulatory organization. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee's attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require Employee to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or to notify the Company that Employee has engaged in any such conduct.

13. Applicable Law; Enforceability:

a)This Agreement (including all exhibits) shall be construed and enforced in accordance with the laws of the State of Michigan without regard to the principles of conflict of law.

b)If, at any time after the execution of this Agreement (including all exhibits), any provision of this Agreement (including all exhibits), shall be held to be illegal, void, or unenforceable by an arbitrator or court, solely such provision shall be of no force or effect. The illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement (including all exhibits).

c)This Agreement (including all exhibits) is binding upon, and shall inure to the benefit of, Employee and the Company, its and their respective heirs, executors, administrators, successors, and assigns.

14. Arbitration; Jurisdiction: Except as otherwise provided in this Agreement, any dispute arising in connection with Employee's employment, under or related to this Agreement (including all exhibits), or under any statute, regulation, or ordinance, including claims for statutory discrimination and/or retaliation under applicable federal, state and/or local fair employment practices laws, shall be subject to binding arbitration in accordance with Paragraph 14(a) of the Employment Agreement which is hereby expressly incorporated into and forms an integral and material part of this Agreement. The prevailing party in any such arbitration will be entitled to recover its reasonable attorneys' fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled, as may be permitted by law.

7

Exhibit 10.1

EXECUTION COPY

15. Miscellaneous: For purposes of this Agreement, all notices and all other communications provided to the Company Parties shall be personally delivered, sent by email, facsimile, or sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed to Yvonne Trupiano, Chief Human Resources Officer, 850 76th Street SW, PO Box 8700 Grand Rapids, MI 49518-8700. For purposes of this Agreement, all notices and all other communications provided to the Employee shall be personally delivered, sent by email, facsimile, or sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed to Kathleen Mahoney. This Agreement may be executed in one or more counter-parts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

16. Advised to Consult Counsel: The Company hereby advises Employee, and Employee acknowledges that Employee has been so advised in writing, to consult independent legal counsel of Employee's choice before signing this Agreement. Employee further acknowledges that Employee is competent to manage Employee's legal and business affairs; that Employee has carefully read this Agreement (including all exhibits) in its entirety; that Employee has had an adequate and reasonable opportunity to consult with independent counsel of Employee's own choosing and has had answered to Employee's satisfaction all questions Employee had regarding this Agreement (including all exhibits); that Employee fully understands all the terms and conditions of this Agreement (including all exhibits) and their significance; that Employee knowingly and voluntarily assents to, and intends to be bound by, all of the terms and conditions contained herein; and that Employee is signing this Agreement (including all exhibits) voluntarily and of Employee's own free will.

17. Acceptance:

Employee understands and expressly acknowledges that the general release of claims provided under Paragraph 3, is knowing and voluntary. Employee further understands and acknowledges that Employee has been advised by this writing that:

a)Employee shall have up to twenty-one (21) calendar days from the date of Employee's receipt of this Agreement to consider this Agreement's terms and conditions (including all exhibits). If the last day of the twenty-one (21)-day period falls on a Saturday, Sunday, or holiday, the last day of the period will be deemed to be the next business day thereafter. If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Agreement before the twenty-one (21)-day consideration period expires;

b)Employee and the Company agree that changes to the Company's offer contained in this Agreement, whether material or immaterial, will not restart the twenty-one (21)-day consideration period provided for in Paragraph 16(a) above;

c)Employee has a right to revoke this Agreement by notifying Yvonne Trupiano, Chief Human Resources Officer within fifteen (15) days of Employee's execution of this Agreement;

d)Employee may accept this Agreement by fully executing it and returning a signed original to Yvonne Trupiano, Chief Human Resources Officer. If Employee does not sign and return the Agreement within this time period, then the offer to enter into this Agreement shall be withdrawn and the Agreement shall be null and void;

8

Exhibit 10.1

EXECUTION COPY

e)In exchange for Employee's waivers, releases and commitments set forth herein, including Employee's waiver and release of all claims arising under the ADEA, the payments, benefits and other considerations that Employee is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and

f)This Agreement shall become effective immediately upon the expiration of the fifteen (15)-day revocation period described in Paragraph 16(c) above, provided Employee has not exercised Employee's right to revoke (the "Effective Date").

18. Taxes:

Notwithstanding any other provision of this Agreement, the Company shall, to the extent required by law, withhold applicable federal, state and local income and other taxes from any payments due to Employee hereunder. Employee shall be solely responsible for all taxes payable by Employee that result from Employee's receipt of the payments, benefits and distributions to be provided under this Agreement, and none of Company Parties nor any of their subsidiaries or affiliates makes nor have they made any representation, warranty or guarantee of any federal, state or local tax consequences to Employee of Employee's receipt of any payment, benefit or distribution hereunder, including, but not limited to, under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments made to Employee hereunder. This Agreement is intended to be exempt from Section 409A of the Code partially as a short-term deferral as that term is understood under Treasury Regulations Section 1.409A-1(b)(4) and partially as an involuntary separation pay plan as that term is understood under Treasury Regulation 1.409A-1(b)(9) and shall be interpreted and operated consistently with those intentions.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE RESPECTIVE DATES SET FORTH BELOW. EMPLOYEE CONFIRMS THAT EMPLOYEE'S DECISION TO ENTER INTO THIS AGREEMENT IS VOLUNTARY, DELIBERATE, AND INFORMED, FOLLOWING CONSULTATION WITH COUNSEL OF EMPLOYEE'S CHOICE. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS AND BY FACSIMILE, AND EACH COUNTERPART AND FACSIMILE SHALL HAVE THE SAME FORCE AND EFFECT AS AN ORIGINAL AND SHALL CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON THE PART OF EACH OF THE UNDERSIGNED.

SPARTANNASH COMPANY

___________________________By:______________________________________________

DateYvonne Trupiano, Chief Human Resources Officer

Authorized Signatory

KATHLEEN M. MAHONEY

Acknowledged, Accepted and Agreed to:

___________________________By:______________________________________________

DateKathleen Mahoney

9

Exhibit 10.1

EXECUTION COPY

EXHIBIT 1

EMPLOYMENT AGREEMENT

[TO BE INSERTED]

10

Exhibit 10.1

EXECUTION COPY

EXHIBIT 2

COMPETITION AGREEMENT

[TO BE INSERTED]

11

Exhibit 10.1

EXECUTION COPY

EXHIBIT 3

AGREEMENT AND RELEASE

In exchange for the payments, benefits and other consideration provided by SpartanNash Company (the "Company") as set forth in the Separation and Retention Agreement and Release dated the 23rd of August, 2021 (the "August 23 Agreement"), which Kathleen M. Mahoney ("Employee") acknowledges and agrees are just and sufficient consideration for the waivers, releases and commitments set forth herein, Employee hereby IRREVOCABLY AND UNCONDITIONALLY agree to WAIVE, RELEASE AND FOREVER DISCHARGE the Company and the Company Parties (as defined in Paragraph 3 of the August 23 Agreement) from any and all claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, wages, attorneys' fees, costs and/or damages capable of being waived by law, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which Employee may now have, ever has had, or may hereafter have, based upon, arising from, or relating to any fact or set of facts, whether known or unknown to Employee, at any time prior to and until the date of execution of this Exhibit B, including but not limited to, claims arising out of or relating in any way to Employee's employment relationship with the Company or the Company Parties or other associations with the Company or the Company Parties or any termination thereof. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right based upon or arising under any federal, state or local fair employment practices and equal opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964; 42 U.S.C. § 1981; the Equal Pay Act of 1963; the Americans with Disabilities Act,; the Employee Retirement Income Security Act (except for vested benefits otherwise entitled); the Age Discrimination in Employment Act, ("ADEA''); the Older Workers' Benefits Protection Act ("OWBPA"); the Elliott-Larsen Civil Rights Act, the Michigan Persons With Disabilities Civil Rights Act, the Michigan Payment of Wages and Fringe Benefits Law, the Michigan Equal Pay Law, the Michigan Whistleblower's Protection Act, the Michigan Minimum Wage Law of 1964, the Michigan WARN Laws, the Michigan Occupational Safety and Health Act, the Bullard-Plawecki Employee Right to Know Act, the Michigan Social Security Number Privacy Act, the Michigan Sales Representatives Commission Act, the Michigan Internet Privacy Protection; the Minnesota Human Rights Act, the Minnesota Equal Pay for Equal Work Law, the Minnesota Age Discrimination Statute, the Minnesota Termination of Sales Representatives Act, the Minnesota Nonwork Activities Law, the Minnesota Whistleblower Protection Law, the Minnesota Parental Leave Law, the Fair Labor Standards Act, Minnesota WARN Laws, the Minnesota Personnel Record Review and Access Act, the retaliation provision of Minnesota Workers' Compensation Act, and the Minnesota Constitution, all as amended, and any federal, state, local, and/or municipal statute, law, amendment, directive, order, and/or regulation enacted in response to the COVID-19 pandemic; and any other federal, state, or local statutes, common law, or regulation, including any and all amendments to the foregoing, provided that nothing herein constitutes a release or waiver of any claim or right that may arise after the execution of this Exhibit 3.

Employee understands and acknowledges that Employee has received all amounts due from the Company relating to Employee's employment with the Company, including but not limited to, compensation, equity, options, shares of stock, phantom stock, wages, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay, or other compensation, benefits or payments of any kind or nature, and that no other amounts are due to Employee other than as set forth in the August 23 Agreement and all exhibits thereto.

12

Exhibit 10.1

EXECUTION COPY

Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by Employee of, or prevents Employee from making or asserting: (i) any claim or right Employee may have under COBRA; (ii) any claim or right Employee may have for unemployment insurance or workers' compensation benefits; (iii) any vested benefits under the written terms of an employee benefit plan applicable to Employee; (iv) any claim or right that may arise after the execution of this Exhibit 3; (vi) existing rights to indemnification; or (v) any claim or right Employee may have under this Exhibit 3.

Further, nothing in this Exhibit 3 shall prevent Employee from filing a charge with, or participating, cooperating, or testifying in any investigation, hearing or proceeding conducted by, the Equal Employment Opportunity Commission ("EEOC"), or any similar federal, state or local government agency, provided, however, Employee understands and agrees that, pursuant to the August 23 Agreement (i) Employee is waiving any right to recover monetary damages or any other form of personal relief in connection with any such charge, action, investigation or proceeding.

By signing this Exhibit 3, Employee understands and acknowledges that Employee was advised of and afforded the opportunity to take advantage of each of the protections set forth in Paragraph 16 of the August 23 Agreement, including, but not limited to: (i) consultation with an attorney before signing this Exhibit 3; (ii) at least twenty-one (21) calendar days in which to consider Exhibit 2; and (iii) at least fifteen (15) days in which to revoke Exhibit 3 after signature. Employee further acknowledges that Employee freely, voluntarily, and knowingly entered into this Exhibit 3 after due consideration.

This Exhibit 2 incorporates by reference, as if set forth fully herein, all terms and conditions of the August 23 Agreement between the Company and Employee, including the recitation of consideration provided by the Company. By signing this Exhibit 3, Employee waives, releases and forever discharges any and all claims that may have arisen through the date of Employee's execution of this Exhibit 3. It is not Employee's intention to otherwise change, alter or amend any of the terms and conditions of the August 23 Agreement, for which Employee received adequate consideration, and which Agreement remains in full force and effect. Employee acknowledges and agrees that Employee continues to be bound by the terms and conditions of the August 23 Agreement.

This Exhibit 3 shall become effective upon the expiration of the fifteen (15)-day revocation period described above, provided Employee has not exercised Employee's right to revoke.

I UNDERSTAND AND ACKNOWLEDGE THAT I SHALL EXECUTE THIS EXHIBIT 3 ON, BUT NOT BEFORE, MY SEPARATION DATE WITH THE COMPANY.

UNDERSTOOD, AGREED TO AND ACCEPTED WITH THE

INTENTION TO BE LEGALLY BOUND:

KATHLEEN M. MAHONEY

DATE:_________________________

13

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Tony B. Sarsam, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 12, 2021	/s/ Tony B. Sarsam
	Tony B. Sarsam President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jason Monaco, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 12, 2021	/s/ Jason Monaco
	Jason Monaco Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of SpartanNash Company (the “Company”) that the Quarterly Report of the Company on Form 10-Q for the accounting period ended October 9, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

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

Dated: November 12, 2021	/s/ Tony B. Sarsam
	Tony B. Sarsam President and Chief Executive Officer (Principal Executive Officer)
Dated: November 12, 2021	/s/ Jason Monaco
	Jason Monaco Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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

XML

Document and Entity Information - shares	9 Months Ended
	Oct. 09, 2021	Nov. 09, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 09, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Trading Symbol	SPTN
Entity Registrant Name	SPARTANNASH COMPANY
Entity Central Index Key	0000877422
Current Fiscal Year End Date	--01-01
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		35,944,358
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity File Number	000-31127
Entity Tax Identification Number	38-0593940
Entity Address, Address Line One	850 76th Street, S.W.
Entity Address, Address Line Two	P.O. Box 8700
Entity Address, City or Town	Grand Rapids
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49518
City Area Code	616
Local Phone Number	878-2000
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	MI
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, no par value
Security Exchange Name	NASDAQ

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Oct. 09, 2021	Jan. 02, 2021
Current assets
Cash and cash equivalents	$ 24,645	$ 19,903
Accounts and notes receivable, net	372,029	357,564
Inventories, net	550,240	541,785
Prepaid expenses and other current assets	60,316	72,229
Property and equipment held for sale		23,259
Total current assets	1,007,230	1,014,740
Property and equipment, net	559,239	577,059
Goodwill	181,035	181,035
Intangible assets, net	112,132	116,142
Operating lease assets	285,580	289,173
Other assets, net	97,464	99,242
Total assets	2,242,680	2,277,391
Current liabilities
Accounts payable	490,604	464,784
Accrued payroll and benefits	98,897	113,789
Other accrued expenses	59,817	60,060
Current portion of operating lease liabilities	47,047	45,786
Current portion of long-term debt and finance lease liabilities	5,680	5,135
Total current liabilities	702,045	689,554
Long-term liabilities
Deferred income taxes	53,699	45,728
Operating lease liabilities	271,969	278,859
Other long-term liabilities	50,936	46,892
Long-term debt and finance lease liabilities	398,465	481,309
Total long-term liabilities	775,069	852,788
Commitments and contingencies (Note 7)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 35,944 and 35,851 shares outstanding	492,306	491,819
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding
Accumulated other comprehensive loss	(2,132)	(2,276)
Retained earnings	275,392	245,506
Total shareholders’ equity	765,566	735,049
Total liabilities and shareholders’ equity	$ 2,242,680	$ 2,277,391

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Oct. 09, 2021	Jan. 02, 2021
Statement Of Financial Position [Abstract]
Common stock, par value
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	35,944,000	35,851,000
Preferred stock, par value
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Oct. 09, 2021	Oct. 03, 2020
Income Statement [Abstract]
Net sales	$ 2,073,253	$ 2,060,816	$ 6,837,612	$ 7,101,373
Cost of sales	1,743,769	1,735,994	5,756,471	6,014,610
Gross profit	329,484	324,822	1,081,141	1,086,763
Operating expenses and (income)
Selling, general and administrative	306,847	289,039	999,032	981,066
Acquisition and integration	101	242	281	242
Restructuring and asset impairment, net	(195)	6,543	2,981	20,455
Total operating expenses, net	306,753	295,824	1,002,294	1,001,763
Operating earnings	22,731	28,998	78,847	85,000
Other expenses and (income)
Interest expense	3,020	3,522	10,877	14,810
Other, net	(16)	(40)	(293)	(1,144)
Total other expenses, net	3,004	3,482	10,584	13,666
Earnings before income taxes	19,727	25,516	68,263	71,334
Income tax expense	4,551	5,564	16,757	7,513
Net earnings	$ 15,176	$ 19,952	$ 51,506	$ 63,821
Basic net earnings per share:	$ 0.43	$ 0.56	$ 1.44	$ 1.78
Diluted net earnings per share:	$ 0.42	$ 0.56	$ 1.44	$ 1.78

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Oct. 09, 2021	Oct. 03, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net earnings	$ 15,176	$ 19,952	$ 51,506	$ 63,821
Other comprehensive income, before tax
Postretirement liability adjustment	57	27	190	160
Income tax expense related to items of other comprehensive income	(14)	(6)	(46)	(39)
Total other comprehensive income, after tax	43	21	144	121
Comprehensive income	$ 15,219	$ 19,973	$ 51,650	$ 63,942

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Impact of Adoption of New Standard [Member]	Common Stock [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings [Member]	Retained Earnings [Member] Impact of Adoption of New Standard [Member]
Balance, value at Dec. 28, 2019	$ 687,538	$ (1,612)	$ 490,233	$ (1,600)	$ 198,905	$ (1,612)
Balance, shares at Dec. 28, 2019			36,351
Accounting Standards Update [Extensible List]		ASU 2016-13 [Member]
Net earnings	15,402				15,402
Other comprehensive income	80			80
Dividends	(6,997)				(6,997)
Share repurchase, value	(10,000)		$ (10,000)
Share repurchase, shares			(861)
Stock-based employee compensation	2,342		$ 2,342
Issuances of common stock for stock bonus plan and associate stock purchase plan	291		$ 291
Issuances of common stock for stock bonus plan and associate stock purchase plan, shares			21
Issuances of restricted stock, shares			293
Cancellations of stock-based awards, value	(1,352)		$ (1,352)
Cancellations of stock-based awards, shares			(122)
Balance, value at Apr. 18, 2020	685,692		$ 481,514	(1,520)	205,698
Balance, shares at Apr. 18, 2020			35,682
Balance, value at Dec. 28, 2019	687,538	$ (1,612)	$ 490,233	(1,600)	198,905	$ (1,612)
Balance, shares at Dec. 28, 2019			36,351
Net earnings	63,821
Other comprehensive income	121
Balance, value at Oct. 03, 2020	723,451		$ 484,612	(1,479)	240,318
Balance, shares at Oct. 03, 2020			35,871
Balance, value at Apr. 18, 2020	685,692		$ 481,514	(1,520)	205,698
Balance, shares at Apr. 18, 2020			35,682
Net earnings	28,467				28,467
Other comprehensive income	20			20
Dividends	(6,898)				(6,898)
Stock-based employee compensation	1,904		$ 1,904
Issuances of common stock for stock bonus plan and associate stock purchase plan	100		$ 100
Issuances of common stock for stock bonus plan and associate stock purchase plan, shares			6
Issuances of restricted stock, shares			159
Cancellations of stock-based awards, value	(34)		$ (34)
Cancellations of stock-based awards, shares			(5)
Balance, value at Jul. 11, 2020	709,251		$ 483,484	(1,500)	227,267
Balance, shares at Jul. 11, 2020			35,842
Net earnings	19,952				19,952
Other comprehensive income	21			21
Dividends	(6,901)				(6,901)
Stock-based employee compensation	1,033		$ 1,033
Issuances of common stock for stock bonus plan and associate stock purchase plan	95		$ 95
Issuances of common stock for stock bonus plan and associate stock purchase plan, shares			6
Issuances of restricted stock, shares			50
Cancellations of stock-based awards, shares			(27)
Balance, value at Oct. 03, 2020	723,451		$ 484,612	(1,479)	240,318
Balance, shares at Oct. 03, 2020			35,871
Balance, value at Jan. 02, 2021	$ 735,049		$ 491,819	(2,276)	245,506
Balance, shares at Jan. 02, 2021	35,851		35,851
Net earnings	$ 19,516				19,516
Other comprehensive income	57			57
Dividends	(7,238)				(7,238)
Stock-based employee compensation	4,185		$ 4,185
Stock warrant	645		645
Issuances of common stock for stock bonus plan and associate stock purchase plan	385		$ 385
Issuances of common stock for stock bonus plan and associate stock purchase plan, shares			21
Issuances of restricted stock, shares			523
Cancellations of stock-based awards, value	(2,079)		$ (2,079)
Cancellations of stock-based awards, shares			(129)
Balance, value at Apr. 24, 2021	750,520		$ 494,955	(2,219)	257,784
Balance, shares at Apr. 24, 2021			36,266
Balance, value at Jan. 02, 2021	$ 735,049		$ 491,819	(2,276)	245,506
Balance, shares at Jan. 02, 2021	35,851		35,851
Net earnings	$ 51,506
Other comprehensive income	144
Balance, value at Oct. 09, 2021	$ 765,566		$ 492,306	(2,132)	275,392
Balance, shares at Oct. 09, 2021	35,944		35,944
Balance, value at Apr. 24, 2021	$ 750,520		$ 494,955	(2,219)	257,784
Balance, shares at Apr. 24, 2021			36,266
Net earnings	16,814				16,814
Other comprehensive income	44			44
Dividends	(7,117)				(7,117)
Share repurchase, value	(5,325)		$ (5,325)
Share repurchase, shares			(265)
Stock-based employee compensation	872		$ 872
Stock warrant	430		430
Issuances of common stock for stock bonus plan and associate stock purchase plan	113		$ 113
Issuances of common stock for stock bonus plan and associate stock purchase plan, shares			6
Issuances of restricted stock, shares			27
Cancellations of stock-based awards, value	(175)		$ (175)
Cancellations of stock-based awards, shares			(91)
Balance, value at Jul. 17, 2021	756,176		$ 490,870	(2,175)	267,481
Balance, shares at Jul. 17, 2021			35,943
Net earnings	15,176				15,176
Other comprehensive income	43			43
Dividends	(7,265)				(7,265)
Stock-based employee compensation	920		$ 920
Stock warrant	403		403
Issuances of common stock for stock bonus plan and associate stock purchase plan	113		$ 113
Issuances of common stock for stock bonus plan and associate stock purchase plan, shares			5
Issuances of restricted stock, shares			10
Cancellations of stock-based awards, shares			(14)
Balance, value at Oct. 09, 2021	$ 765,566		$ 492,306	$ (2,132)	$ 275,392
Balance, shares at Oct. 09, 2021	35,944		35,944

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares	3 Months Ended				4 Months Ended
	Oct. 09, 2021	Jul. 17, 2021	Oct. 03, 2020	Jul. 11, 2020	Apr. 24, 2021	Apr. 18, 2020
Statement Of Stockholders Equity [Abstract]
Dividends per share	$ 0.20	$ 0.20	$ 0.1925	$ 0.1925	$ 0.20	$ 0.1925

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020
Cash flows from operating activities
Net earnings	$ 51,506	$ 63,821
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges	3,075	18,780
Depreciation and amortization	71,260	68,984
Non-cash rent	(2,923)	(4,720)
LIFO expense	10,444	3,158
Postretirement benefits expense	1,795	1,216
Deferred income taxes	7,970	(2,084)
Stock-based compensation expense	5,977	5,279
Stock warrant	1,478
(Gain) loss on disposals of assets	(213)	3,403
Other operating activities	946	1,133
Changes in operating assets and liabilities:
Accounts receivable	(14,295)	(42,832)
Inventories	(19,268)	(52,578)
Prepaid expenses and other assets	(18,183)	(7,268)
Accounts payable	37,939	116,075
Accrued payroll and benefits	(13,920)	46,262
Current income taxes	19,262	1,801
Other accrued expenses and other liabilities	1,103	3,402
Net cash provided by operating activities	143,953	223,832
Cash flows from investing activities
Purchases of property and equipment	(54,957)	(45,880)
Net proceeds from the sale of assets	29,171	9,111
Loans to customers	(180)	(992)
Payments from customers on loans	1,939	2,237
Other investing activities	(24)	(12)
Net cash used in investing activities	(24,051)	(35,536)
Cash flows from financing activities
Proceeds from senior secured credit facility	1,047,051	989,897
Payments on senior secured credit facility	(1,128,522)	(1,131,187)
Repayment of other long-term debt and finance lease liabilities	(4,511)	(5,043)
Share repurchases	(5,325)	(10,000)
Net payments related to stock-based award activities	(2,253)	(1,389)
Dividends paid	(21,344)	(27,636)
Other financing activities	(256)	(207)
Net cash used in financing activities	(115,160)	(185,565)
Net increase in cash and cash equivalents	4,742	2,731
Cash and cash equivalents at beginning of period	19,903	24,172
Cash and cash equivalents at end of period	$ 24,645	$ 26,903

XML

Summary of Significant Accounting Policies and Basis of Presentation

9 Months Ended

Oct. 09, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). Intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended January 2, 2021.

In the opinion of management, the accompanying condensed consolidated financial statements, taken as a whole, contain all adjustments, including normal recurring items, necessary to present fairly the financial position of SpartanNash as of October 9, 2021, and the results of its operations and cash flows for the interim periods presented. The preparation of the condensed consolidated financial statements and related notes to the financial statements requires management to make estimates. Estimates are based on historical experience, where applicable, and expectations of future outcomes which management believes are reasonable under the circumstances. Interim results are not necessarily indicative of results for a full year.  

The unaudited information in the condensed consolidated financial statements for the third quarter and year-to-date periods of 2021 and 2020 include the results of operations of the Company for the 12- and 40-week periods ended October 9, 2021 and October 3, 2020, respectively.

XML

Adoption of New Accounting Standards and Recently Issued Accounting Standards

9 Months Ended

Oct. 09, 2021

Accounting Changes And Error Corrections [Abstract]

Adoption of New Accounting Standards and Recently Issued Accounting Standards

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

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses”. The ASU changed the impairment model for most financial assets and certain other instruments. The standard requires entities to use a forward-looking “expected loss” model that replaces the previous “incurred loss” model, which generally results in earlier recognition of credit losses.

In the first quarter of 2020, the Company adopted this standard through the modified retrospective approach, with a cumulative-effect adjustment at the beginning of the fiscal year. As a result of the adoption, the Company has established revised processes and controls to estimate expected losses for trade and other receivables in accordance with the new standard. The Company’s process for estimating losses for trade and other receivables includes an evaluation of both historical collection experience and expectations for current credit risks based on several customer and environmental factors.

The adoption of the standard resulted in a transition adjustment to 2020 beginning of the year retained earnings of $2.2 million (gross of the deferred tax impact of $0.6 million). The transition adjustment relates to incremental trade and notes receivable allowances due to the earlier recognition of expected losses under the new standard of $1.9 million and $0.3 million, respectively.

XML

Revenue

9 Months Ended

Oct. 09, 2021

Revenue From Contract With Customer [Abstract]

Revenue

Note 3 – Revenue

Disaggregation of Revenue

The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments:

	12 Weeks Ended October 9, 2021								40 Weeks Ended October 9, 2021
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	344,624	$	235,784	$	214,505	$	794,913	$	1,135,458	$	763,006	$	701,642	$	2,600,106
Fresh (b)		333,895		233,347		121,157		688,399		1,144,025		758,591		420,621		2,323,237
Non-food (c)		328,011		98,806		95,156		521,973		1,059,067		326,543		317,024		1,702,634
Fuel		—		40,544		—		40,544		—		118,880		—		118,880
Other		24,785		256		2,383		27,424		83,373		1,138		8,244		92,755
Total	$	1,031,315	$	608,737	$	433,201	$	2,073,253	$	3,421,923	$	1,968,158	$	1,447,531	$	6,837,612
Type of customers:
Individuals	$	—	$	608,506	$	—	$	608,506	$	—	$	1,967,372	$	—	$	1,967,372
Manufacturers, brokers and distributors		12,231		—		403,952		416,183		46,644		—		1,349,307		1,395,951
Retailers		1,008,172		—		26,866		1,035,038		3,339,578		—		89,980		3,429,558
Other		10,912		231		2,383		13,526		35,701		786		8,244		44,731
Total	$	1,031,315	$	608,737	$	433,201	$	2,073,253	$	3,421,923	$	1,968,158	$	1,447,531	$	6,837,612
	12 Weeks Ended October 3, 2020								40 Weeks Ended October 3, 2020
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	333,988	$	245,652	$	226,507	$	806,147	$	1,144,335	$	837,655	$	790,266	$	2,772,256
Fresh (b)		334,173		229,368		128,895		692,436		1,184,091		774,498		463,013		2,421,602
Non-food (c)		324,565		94,959		94,588		514,112		1,079,971		316,255		358,157		1,754,383
Fuel		—		26,306		—		26,306		—		80,946		—		80,946
Other		19,478		374		1,963		21,815		63,164		1,129		7,893		72,186
Total	$	1,012,204	$	596,659	$	451,953	$	2,060,816	$	3,471,561	$	2,010,483	$	1,619,329	$	7,101,373
Type of customers:
Individuals	$	—	$	596,429	$	—	$	596,429	$	—	$	2,009,802	$	—	$	2,009,802
Manufacturers, brokers and distributors		13,477		—		422,662		436,139		64,654		—		1,510,859		1,575,513
Retailers		968,381		—		27,328		995,709		3,339,824		—		100,577		3,440,401
Other		30,346		230		1,963		32,539		67,083		681		7,893		75,657
Total	$	1,012,204	$	596,659	$	451,953	$	2,060,816	$	3,471,561	$	2,010,483	$	1,619,329	$	7,101,373
(a) Center store includes dry grocery, frozen and beverages.
(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.
(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.

Contract Assets and Liabilities

Under its contracts with customers, the Company stands ready to deliver product upon receipt of a purchase order. Accordingly, the Company has 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 ASC 606 to omit disclosures regarding remaining performance obligations.

Revenue recognized from performance obligations related to prior periods (for example, due to changes in estimated rebates and incentives impacting the transaction price) was not material in any period presented.

For volume-based arrangements, the Company estimates the amount of the advanced funds earned by the retailers based on the expected volume of purchases by the retailer and amortizes the advances as a reduction of the transaction price and revenue earned. These advances are not considered contract assets under ASC 606 as they are not generated through the transfer of goods or services to the retailers. These advances are included in Other assets, net within the condensed consolidated balance sheets.

When the Company transfers goods or services to a customer, payment is due subject to normal terms and is not conditional on anything other than the passage of time. Typical payment terms range from due upon receipt to 30 days, depending on the customer. At contract inception, the Company expects that the period of time between the transfer of goods to the customer and when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms. Accordingly, the Company has elected the practical expedient to not adjust for the effects of a significant financing component. As a result, these amounts are recorded as receivables and not contract assets. The Company had no contract assets for any period presented.

The Company does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution and would therefore be capitalized.

Allowance for Credit Losses

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

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at January 2, 2021	$	6,232		$	371	$	6,603
Changes in credit loss estimates		(1,097	)		360		(737	)
Write-offs charged against the allowance		(693	)		—		(693	)
Balance at October 9, 2021	$	4,442		$	731	$	5,173

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable			Total
Balance at December 28, 2019	$	2,739		$	233		$	2,972
Impact of adoption of new credit loss standard (ASU 2016-13)		1,911			259			2,170
Provision for expected credit losses		583			—			583
Write-offs charged against the allowance		(202	)		(121	)		(323	)
Balance at October 3, 2020	$	5,031		$	371		$	5,402

XML

Goodwill and Other Intangible Assets

9 Months Ended

Oct. 09, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Note 4 – Goodwill and Other Intangible Assets

The Company has three reporting units; however, no goodwill exists within the Retail or Military reporting units. The carrying amount of goodwill recorded within the Food Distribution reporting unit was $181.0 million as of October 9, 2021 and January 2, 2021.

The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and licenses for the sale of alcoholic beverages. The carrying amount of indefinite-lived intangible assets was $67.6 million as of October 9, 2021 and January 2, 2021.

The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, during the fourth quarter of each year, and more frequently if circumstances indicate impairment is probable. Such circumstances have not arisen in the current fiscal year. Testing goodwill and other indefinite-lived intangible assets for impairment requires management to make significant estimates about the Company’s future performance, cash flows, and other assumptions that can be affected by potential changes in economic, industry or market conditions, business operations, competition, or the Company’s stock price and market capitalization.

During the third quarter of 2020, the Company made the decision to abandon a tradename within the Food Distribution segment to better integrate with the Company’s overall transportation operations, resulting in a $7.0 million impairment of the associated indefinite-lived tradename asset.

XML

Restructuring and Asset Impairment

9 Months Ended

Oct. 09, 2021

Restructuring And Related Activities [Abstract]

Restructuring and Asset Impairment

Note 5 – Restructuring and Asset Impairment

The following table provides the activity of reserves for closed properties for the 40-week period ended October 9, 2021. Included in the liability are lease-related ancillary costs from the date of closure to the end of the remaining lease term, as well as related severance. Reserves for closed properties recorded in the condensed consolidated balance sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on the timing of when the obligations are expected to be paid. Reserves for severance are recorded in “Accrued payroll and benefits”.

	Reserves for Closed Properties
	Lease
	Ancillary
(In thousands)	Costs			Severance			Total
Balance at January 2, 2021	$	3,349		$	114		$	3,463
Provision for closing charges		1,410			—			1,410
Provision for severance		—			357			357
Lease termination adjustments		(220	)		—			(220	)
Changes in estimates		(44	)		—			(44	)
Accretion expense		74			—			74
Payments		(1,027	)		(433	)		(1,460	)
Balance at October 9, 2021	$	3,542		$	38		$	3,580

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

	12 Weeks Ended						40 Weeks Ended
	October 9,			October 3,			October 9,			October 3,
(In thousands)	2021			2020			2021			2020
Asset impairment charges (a)	$	207		$	6,767		$	3,783		$	16,411
Provision for closing charges		—			—			1,410			325
Gain on sales of assets related to closed facilities (b)		(358	)		—			(2,544	)		(31	)
Provision for severance (c)		233			—			357			2,205
Other costs associated with site closures (d)		196			2			507			1,649
Changes in estimates (e)		15			(226	)		(44	)		(104	)
Lease termination adjustments (f)		(488	)		—			(488	)		—
Total	$	(195	)	$	6,543		$	2,981		$	20,455

(a) Asset impairment charges in the current year were incurred primarily in the Retail segment and relate to current year store closures and previously closed locations, as well as site closures in connection with the Company’s supply chain transformation within the Food Distribution segment. Prior year charges were incurred primarily within the Food Distribution segment and related to the evaluation of the expected net proceeds from the sale of the Fresh Kitchen facility, the exit of the Fresh Cut business, and the sale of equipment related to both Fresh Cut and Fresh Kitchen, which totaled $9.1 million. Due to a decision in the prior year to abandon a tradename within the Food Distribution segment an impairment charge of $7.0 million was recognized.

(b) Gain on sales of assets in the current year primarily relate to sales of pharmacy customer lists, equipment, and real estate associated with store closings in the Retail segment, in addition to gains on sale of vacant land in the Military segment.

(c) Severance in the current year relates to the closure of distribution centers in the Food Distribution segment as well as Retail store closings. In the prior year, severance was related to the exit of the Fresh Cut business.

(d) Other costs in the current year primarily relates to Retail and Food Distribution site closures and restructuring activities. In the prior year, other costs primarily related to the Fresh Cut business and Retail store closings.

(e) Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations due to favorable dispute resolutions with landlords and fluctuations in the amount of certain ancillary costs.  

(f) Lease termination adjustments relate to the gain recognized to terminate a lease agreement in the current year, which includes a $0.3 million write-off of the lease liability and $0.2 million of lease ancillary costs included in the reserve for closed properties.  

Long-lived assets which are not recoverable are measured at fair value on a nonrecurring basis using Level 3 inputs under the fair value hierarchy, as further described in Note 6. In the current year, assets with a book value of $27.5 million were measured at a fair value of $23.7 million, resulting in impairment charges of $3.8 million. In the prior year, in connection primarily with the Company’s exit of the Fresh Cut operations and planned sales of certain Fresh Kitchen equipment assets, long-lived assets with a book value of $53.6 million were measured at a fair value of $44.2 million, resulting in impairment charges of $9.4 million. The fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows, including the expected proceeds from the sale of assets, discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations, external factors expected to impact future performance, experience and knowledge of the geographic area in which the assets are located, and when necessary, uses real estate brokers. Assets classified as held for sale in the condensed consolidated balance sheet are valued at the expected net proceeds. The Fresh Kitchen facility, which was classified as held for sale as of January 2, 2021, was sold in the first quarter of 2021 for proceeds of $20.5 million.

XML

Fair Value Measurements

9 Months Ended

Oct. 09, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6 – Fair Value Measurements

ASC 820 prioritizes the inputs to valuation techniques used to measure fair value into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that market participants would use in pricing.

Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term maturities of these financial instruments. See Notes 4 and 5 for discussion of the fair value measurements related to long- or indefinite-lived asset impairment charges. At October 9, 2021 and January 2, 2021 the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	October 9,		January 2,
(In thousands)	2021		2021
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	5,680	$	5,135
Long-term debt and finance lease liabilities		401,517		485,381
Total book value of debt instruments		407,197		490,516
Fair value of debt instruments, excluding debt financing costs		412,680		497,941
Excess of fair value over book value	$	5,483	$	7,425

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

XML

Commitments and Contingencies

9 Months Ended

Oct. 09, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 – Commitments and Contingencies

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

The Company contributes to the Central States Southeast and Southwest Pension Fund (“Central States Plan” or “the Plan”), a multi-employer pension plan, based on obligations arising from certain of its collective bargaining agreements. Based on the most recent information available to the Company, management believes that the present value of actuarial accrued liabilities in the Plan significantly exceeds the value of the assets held in trust to pay benefits. Because SpartanNash is one of a number of employers contributing to the Plan, it is difficult to accurately determine the amount of the underfunding. Management is not aware of any significant change in funding levels since January 2, 2021. Any adjustment for withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably determined.

On March 10, 2021, the United States Congress passed the American Rescue Plan Act of 2021 (the “Act”), which provides financial relief to certain failing multiemployer pension plans. In accordance with the interim guidance issued by the Pension Benefit Guaranty Corporation on July 9, 2021, the Act is designed to prevent such plans from becoming insolvent for the next 30 years. The Central States Plan, which is in a critical and declining status, is expected to apply and qualify for relief under the Act when the filing period opens during the first half of fiscal year 2022. As a result, the legislation and the available relief will alleviate the risk of insolvency of the Plan for the next 30 years, and related potential adverse impacts to the Company.

XML

Associate Retirement Plans

9 Months Ended

Oct. 09, 2021

Compensation And Retirement Disclosure [Abstract]

Associate Retirement Plans

Note 8 – Associate Retirement Plans

During the 12- and 40- week periods ended October 9, 2021, the Company recognized net periodic postretirement benefit costs of $0.2 million and $0.5 million, respectively, related to the SpartanNash Retiree Medical Plan (“Retiree Medical Plan”). During the 12- and 40- week periods ended October 3, 2020, the Company recognized net periodic postretirement benefit costs of $0.1 million and $0.5 million, respectively, related to the Retiree Medical Plan. In the first quarter of the prior year, the Company realized a gain of $1.0 million related to a refund from the annuity provider associated with the final reconciliation of participant data of the terminated SpartanNash Company Pension Plan. Substantially all of these amounts are included in “Other, net” in the condensed consolidated statements of earnings.

The Company expects to make total contributions of approximately $0.5 million in 2021 to the Retiree Medical Plan and has made $0.3 million in the year-to-date period. The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and/or highly compensated associates.

Multi-Employer Plans

In addition to the plans listed above, the Company participates in the Central States Southeast and Southwest Pension Fund, the Michigan Conference of Teamsters and Ohio Conference of Teamsters Health and Welfare plans (collectively referred to as “multi-employer plans”), and other company-sponsored defined contribution plans for most associates covered by collective bargaining agreements.

With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are payable. The Company’s contributions during the 12-week periods ended October 9, 2021 and October 3, 2020 were $2.2 million and $2.5 million, respectively. The Company’s contributions during the 40-week periods ended October 9, 2021 and October 3, 2020 were $10.3 million and $10.6 million, respectively. See Note 7 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

XML

Income Taxes

9 Months Ended

Oct. 09, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 – Income Taxes

The effective income tax rate was 23.1% and 21.8% for the 12 weeks ended October 9, 2021 and October 3, 2020, respectively. The effective income tax rate was 24.5% and 10.5% for the 40 weeks ended October 9, 2021 and October 3, 2020, respectively. The differences from the federal statutory rate in the current year were primarily due to state taxes and the limitations on the deductibility of executive compensation, partially offset by federal tax credits. In the prior year, the difference from the federal statutory rate was primarily the result of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, and related tax planning in the 40-week period, as well as federal tax credits, partially offset by state taxes, limitations on the deductibility of executive compensation, and the impacts of stock-based compensation in both the 12- and 40- week periods.

On March 27, 2020, the U.S. government enacted tax legislation to provide economic stimulus and support businesses and individuals during the COVID-19 pandemic, referred to as the CARES Act. In connection with the CARES Act, the Company recorded net discrete income tax benefits of $9.3 million in 2020 associated with the additional deductibility of certain expenses combined with provisions which enable companies to carry back tax losses to years prior to the enactment of the Tax Cuts and Jobs Act (“Tax Reform”), when the federal statutory income tax rate was 35%. In the first quarter of 2021, the Company received tax refunds totaling $25.7 million related to the amended prior year returns. 

XML

Share-Based Payments

9 Months Ended

Oct. 09, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Payments

Note 10 – Share-Based Payments

Share-Based Employee Awards

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

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

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Restricted stock expense	$	920		$	1,033		$	5,977		$	5,279
Income tax benefit		(253	)		(289	)		(1,483	)		(564	)
Restricted stock expense, net of tax	$	667		$	744		$	4,494		$	4,715

The following table summarizes activity in the stock incentive plans for the 40 weeks ended October 9, 2021:

				Weighted
	Restricted			Average
	Stock			Grant-Date
	Awards			Fair Value
Outstanding at January 2, 2021		973,948		$	17.72
Granted		560,352			18.94
Vested		(388,403	)		19.81
Cancelled/Forfeited		(112,930	)		18.26
Outstanding at October 9, 2021		1,032,967		$	17.54

As of October 9, 2021, total unrecognized compensation cost related to non-vested restricted stock awards granted under the Company’s stock incentive plans is $8.2 million and is expected to be recognized over a weighted average period of 2.3 years.

Stock Warrant

On October 7, 2020, in connection with its entry into a commercial agreement with Amazon.com, Inc. (“Amazon”), the Company issued Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon, a warrant to acquire up to an aggregate of 5,437,272 shares of the Company’s common stock (the “Warrant”), subject to certain vesting conditions. Warrant shares equivalent to 2.5% of the Company’s outstanding and issuable shares, or 1,087,455 shares, vested upon the signing of the commercial agreement, and had a grant date fair value of $5.51 per share. Warrant shares equivalent to up to 10.0% of the Company’s outstanding and issuable shares, or 4,349,817 shares, may vest in connection with conditions defined by the terms of the Warrant, as Amazon makes payments to the Company in connection with the commercial supply agreement, in increments of $200 million, and had a grant date fair value of $5.33 per share. Upon vesting, shares may be acquired at an exercise price of $17.7257. The right to purchase shares in connection with the Warrant expires on October 7, 2027.

Share-based payment expense recognized as a reduction of “Net sales” in the condensed consolidated statements of earnings, and related tax benefits were as follows:

	12 Weeks Ended					40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020		October 9, 2021			October 3, 2020
Warrant expense	$	403		$	—	$	1,478		$	—
Income tax benefit		(28	)		—		(121	)		—
Warrant expense, net of tax	$	375		$	—	$	1,357		$	—

The following table summarizes stock warrant activity for the 40 weeks ended October 9, 2021:

	Warrant
Outstanding and nonvested at January 2, 2021		4,349,817
Vested		326,238
Outstanding and nonvested at October 9, 2021		4,023,579

As of October 9, 2021, total unrecognized cost related to non-vested warrant shares was $21.2 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 6.0 years. Additionally, 1,413,693 warrant shares are vested and exercisable. As of October 9, 2021, nonvested warrant shares had an intrinsic value of $20.5 million, and vested warrant shares had an intrinsic value of $7.2 million.

XML

Earnings Per Share

9 Months Ended

Oct. 09, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Note 11 – Earnings Per Share

Outstanding nonvested restricted stock awards under the 2015 Stock Incentive Plan contain nonforfeitable rights to dividends or dividend equivalents, which participate in undistributed earnings with common stock. These awards are classified as participating securities and are included in the calculation of basic earnings per share. Awards under the 2020 Stock Incentive Plan do not contain nonforfeitable rights to dividends or dividend equivalents and are therefore not classified as participating securities. There were no stock warrants outstanding during the 12- and 40- week periods ended October 3, 2020. The dilutive impact of both the restricted stock awards and warrants are presented below, as applicable. The following table sets forth the computation of basic and diluted net earnings per share:

	12 Weeks Ended						40 Weeks Ended
(In thousands, except per share amounts)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Numerator:
Net earnings	$	15,176		$	19,952		$	51,506		$	63,821
Adjustment for earnings attributable to participating securities		(264	)		(494	)		(999	)		(1,577	)
Net earnings used in calculating earnings per share	$	14,912		$	19,458		$	50,507		$	62,244
Denominator:
Weighted average shares outstanding, including participating securities		35,525			35,730			35,671			35,900
Adjustment for participating securities		(618	)		(884	)		(692	)		(887	)
Shares used in calculating basic earnings per share		34,907			34,846			34,979			35,013
Effect of dilutive restricted stock awards		94			1			54			—
Effect of dilutive stock warrant		197			—			146			—
Shares used in calculating diluted earnings per share		35,198			34,847			35,179			35,013
Basic earnings per share	$	0.43		$	0.56		$	1.44		$	1.78
Diluted earnings per share	$	0.42		$	0.56		$	1.44		$	1.78

XML

Supplemental Cash Flow Information

9 Months Ended

Oct. 09, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 12 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	40 Weeks Ended
(In thousands)	October 9, 2021		October 3, 2020
Non-cash investing activities:
Capital expenditures included in accounts payable	$	2,268	$	2,604
Operating lease asset additions		29,448		22,805
Finance lease asset additions		2,665		3,026
Non-cash financing activities:
Dividends declared but unpaid		372		65
Recognition of operating lease liabilities		29,448		22,805
Recognition of finance lease liabilities		2,665		3,026
Other supplemental cash flow information:
Cash paid for interest		9,464		15,148

XML

Reporting Segment Information

9 Months Ended

Oct. 09, 2021

Segment Reporting [Abstract]

Reporting Segment Information

Note 13 – Reporting Segment Information

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

(In thousands)	Food Distribution		Retail		Military			Total
12 Weeks Ended October 9, 2021
Net sales to external customers	$	1,031,315	$	608,737	$	433,201		$	2,073,253
Inter-segment sales		250,055		154		—			250,209
Acquisition and integration		—		101		—			101
Restructuring and asset impairment		36		137		(368	)		(195	)
Depreciation and amortization		7,954		10,633		3,176			21,763
Operating earnings (loss)		9,969		16,802		(4,040	)		22,731
Capital expenditures		7,895		4,971		2,253			15,119
12 Weeks Ended October 3, 2020
Net sales to external customers	$	1,012,204	$	596,659	$	451,953		$	2,060,816
Inter-segment sales		247,968		—		—			247,968
Acquisition and integration		—		242		—			242
Restructuring and asset impairment		6,538		5		—			6,543
Depreciation and amortization		7,413		10,489		2,956			20,858
Operating earnings (loss)		9,191		22,318		(2,511	)		28,998
Capital expenditures		5,223		9,302		746			15,271
40 Weeks Ended October 9, 2021
Net sales to external customers	$	3,421,923	$	1,968,158	$	1,447,531		$	6,837,612
Inter-segment sales		830,313		572		—			830,885
Acquisition and integration		—		281		—			281
Restructuring and asset impairment		799		2,550		(368	)		2,981
Depreciation and amortization		25,348		35,559		10,353			71,260
Operating earnings (loss)		47,793		43,705		(12,651	)		78,847
Capital expenditures		22,288		22,648		10,021			54,957
40 Weeks Ended October 3, 2020
Net sales to external customers	$	3,471,561	$	2,010,483	$	1,619,329		$	7,101,373
Inter-segment sales		845,988		—		—			845,988
Acquisition and integration		—		242		—			242
Restructuring and asset impairment		19,222		1,233		—			20,455
Depreciation and amortization		24,934		34,570		9,480			68,984
Operating earnings (loss)		34,990		59,416		(9,406	)		85,000
Capital expenditures		16,619		24,492		4,769			45,880

	October 9,		January 2,
(In thousands)	2021		2021
Total Assets
Food Distribution	$	1,105,679	$	1,112,961
Retail		738,347		763,876
Military		398,654		400,554
Total	$	2,242,680	$	2,277,391

XML

Summary of Significant Accounting Policies and Basis of Presentation (Policies)

9 Months Ended

Oct. 09, 2021

Accounting Policies [Abstract]

Adoption of New Accounting Standards and Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses”. The ASU changed the impairment model for most financial assets and certain other instruments. The standard requires entities to use a forward-looking “expected loss” model that replaces the previous “incurred loss” model, which generally results in earlier recognition of credit losses.

In the first quarter of 2020, the Company adopted this standard through the modified retrospective approach, with a cumulative-effect adjustment at the beginning of the fiscal year. As a result of the adoption, the Company has established revised processes and controls to estimate expected losses for trade and other receivables in accordance with the new standard. The Company’s process for estimating losses for trade and other receivables includes an evaluation of both historical collection experience and expectations for current credit risks based on several customer and environmental factors.

The adoption of the standard resulted in a transition adjustment to 2020 beginning of the year retained earnings of $2.2 million (gross of the deferred tax impact of $0.6 million). The transition adjustment relates to incremental trade and notes receivable allowances due to the earlier recognition of expected losses under the new standard of $1.9 million and $0.3 million, respectively.

XML

Revenue (Tables)

9 Months Ended

Oct. 09, 2021

Revenue From Contract With Customer [Abstract]

Summary of Information about Disaggregated Revenue of Reportable Segments

The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments:

	12 Weeks Ended October 9, 2021								40 Weeks Ended October 9, 2021
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	344,624	$	235,784	$	214,505	$	794,913	$	1,135,458	$	763,006	$	701,642	$	2,600,106
Fresh (b)		333,895		233,347		121,157		688,399		1,144,025		758,591		420,621		2,323,237
Non-food (c)		328,011		98,806		95,156		521,973		1,059,067		326,543		317,024		1,702,634
Fuel		—		40,544		—		40,544		—		118,880		—		118,880
Other		24,785		256		2,383		27,424		83,373		1,138		8,244		92,755
Total	$	1,031,315	$	608,737	$	433,201	$	2,073,253	$	3,421,923	$	1,968,158	$	1,447,531	$	6,837,612
Type of customers:
Individuals	$	—	$	608,506	$	—	$	608,506	$	—	$	1,967,372	$	—	$	1,967,372
Manufacturers, brokers and distributors		12,231		—		403,952		416,183		46,644		—		1,349,307		1,395,951
Retailers		1,008,172		—		26,866		1,035,038		3,339,578		—		89,980		3,429,558
Other		10,912		231		2,383		13,526		35,701		786		8,244		44,731
Total	$	1,031,315	$	608,737	$	433,201	$	2,073,253	$	3,421,923	$	1,968,158	$	1,447,531	$	6,837,612
	12 Weeks Ended October 3, 2020								40 Weeks Ended October 3, 2020
(In thousands)	Food Distribution		Retail		Military		Total		Food Distribution		Retail		Military		Total
Type of products:
Center store (a)	$	333,988	$	245,652	$	226,507	$	806,147	$	1,144,335	$	837,655	$	790,266	$	2,772,256
Fresh (b)		334,173		229,368		128,895		692,436		1,184,091		774,498		463,013		2,421,602
Non-food (c)		324,565		94,959		94,588		514,112		1,079,971		316,255		358,157		1,754,383
Fuel		—		26,306		—		26,306		—		80,946		—		80,946
Other		19,478		374		1,963		21,815		63,164		1,129		7,893		72,186
Total	$	1,012,204	$	596,659	$	451,953	$	2,060,816	$	3,471,561	$	2,010,483	$	1,619,329	$	7,101,373
Type of customers:
Individuals	$	—	$	596,429	$	—	$	596,429	$	—	$	2,009,802	$	—	$	2,009,802
Manufacturers, brokers and distributors		13,477		—		422,662		436,139		64,654		—		1,510,859		1,575,513
Retailers		968,381		—		27,328		995,709		3,339,824		—		100,577		3,440,401
Other		30,346		230		1,963		32,539		67,083		681		7,893		75,657
Total	$	1,012,204	$	596,659	$	451,953	$	2,060,816	$	3,471,561	$	2,010,483	$	1,619,329	$	7,101,373
(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.

Summary of Changes in Allowance for Credit Losses

Allowance for Credit Losses

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

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable		Total
Balance at January 2, 2021	$	6,232		$	371	$	6,603
Changes in credit loss estimates		(1,097	)		360		(737	)
Write-offs charged against the allowance		(693	)		—		(693	)
Balance at October 9, 2021	$	4,442		$	731	$	5,173

	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable			Total
Balance at December 28, 2019	$	2,739		$	233		$	2,972
Impact of adoption of new credit loss standard (ASU 2016-13)		1,911			259			2,170
Provision for expected credit losses		583			—			583
Write-offs charged against the allowance		(202	)		(121	)		(323	)
Balance at October 3, 2020	$	5,031		$	371		$	5,402

XML

Restructuring and Asset Impairment (Tables)

9 Months Ended

Oct. 09, 2021

Restructuring And Related Activities [Abstract]

Schedule of Activity of Reserves for Closed Properties

The following table provides the activity of reserves for closed properties for the 40-week period ended October 9, 2021. Included in the liability are lease-related ancillary costs from the date of closure to the end of the remaining lease term, as well as related severance. Reserves for closed properties recorded in the condensed consolidated balance sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on the timing of when the obligations are expected to be paid. Reserves for severance are recorded in “Accrued payroll and benefits”.

	Reserves for Closed Properties
	Lease
	Ancillary
(In thousands)	Costs			Severance			Total
Balance at January 2, 2021	$	3,349		$	114		$	3,463
Provision for closing charges		1,410			—			1,410
Provision for severance		—			357			357
Lease termination adjustments		(220	)		—			(220	)
Changes in estimates		(44	)		—			(44	)
Accretion expense		74			—			74
Payments		(1,027	)		(433	)		(1,460	)
Balance at October 9, 2021	$	3,542		$	38		$	3,580

Schedule of Restructuring and Asset Impairment, Net

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

	12 Weeks Ended						40 Weeks Ended
	October 9,			October 3,			October 9,			October 3,
(In thousands)	2021			2020			2021			2020
Asset impairment charges (a)	$	207		$	6,767		$	3,783		$	16,411
Provision for closing charges		—			—			1,410			325
Gain on sales of assets related to closed facilities (b)		(358	)		—			(2,544	)		(31	)
Provision for severance (c)		233			—			357			2,205
Other costs associated with site closures (d)		196			2			507			1,649
Changes in estimates (e)		15			(226	)		(44	)		(104	)
Lease termination adjustments (f)		(488	)		—			(488	)		—
Total	$	(195	)	$	6,543		$	2,981		$	20,455

(a) Asset impairment charges in the current year were incurred primarily in the Retail segment and relate to current year store closures and previously closed locations, as well as site closures in connection with the Company’s supply chain transformation within the Food Distribution segment. Prior year charges were incurred primarily within the Food Distribution segment and related to the evaluation of the expected net proceeds from the sale of the Fresh Kitchen facility, the exit of the Fresh Cut business, and the sale of equipment related to both Fresh Cut and Fresh Kitchen, which totaled $9.1 million. Due to a decision in the prior year to abandon a tradename within the Food Distribution segment an impairment charge of $7.0 million was recognized.

(b) Gain on sales of assets in the current year primarily relate to sales of pharmacy customer lists, equipment, and real estate associated with store closings in the Retail segment, in addition to gains on sale of vacant land in the Military segment.

(c) Severance in the current year relates to the closure of distribution centers in the Food Distribution segment as well as Retail store closings. In the prior year, severance was related to the exit of the Fresh Cut business.

(d) Other costs in the current year primarily relates to Retail and Food Distribution site closures and restructuring activities. In the prior year, other costs primarily related to the Fresh Cut business and Retail store closings.

(e) Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously closed locations due to favorable dispute resolutions with landlords and fluctuations in the amount of certain ancillary costs.  

(f) Lease termination adjustments relate to the gain recognized to terminate a lease agreement in the current year, which includes a $0.3 million write-off of the lease liability and $0.2 million of lease ancillary costs included in the reserve for closed properties.  

XML

Fair Value Measurements (Tables)

9 Months Ended

Oct. 09, 2021

Fair Value Disclosures [Abstract]

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

At October 9, 2021 and January 2, 2021 the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	October 9,		January 2,
(In thousands)	2021		2021
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	5,680	$	5,135
Long-term debt and finance lease liabilities		401,517		485,381
Total book value of debt instruments		407,197		490,516
Fair value of debt instruments, excluding debt financing costs		412,680		497,941
Excess of fair value over book value	$	5,483	$	7,425

XML

Share-Based Payments (Tables)

9 Months Ended

Oct. 09, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

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

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

	12 Weeks Ended						40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Restricted stock expense	$	920		$	1,033		$	5,977		$	5,279
Income tax benefit		(253	)		(289	)		(1,483	)		(564	)
Restricted stock expense, net of tax	$	667		$	744		$	4,494		$	4,715

Summary of Stock Incentive Plans Activity

The following table summarizes activity in the stock incentive plans for the 40 weeks ended October 9, 2021:

				Weighted
	Restricted			Average
	Stock			Grant-Date
	Awards			Fair Value
Outstanding at January 2, 2021		973,948		$	17.72
Granted		560,352			18.94
Vested		(388,403	)		19.81
Cancelled/Forfeited		(112,930	)		18.26
Outstanding at October 9, 2021		1,032,967		$	17.54

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

Share-based payment expense recognized as a reduction of “Net sales” in the condensed consolidated statements of earnings, and related tax benefits were as follows:

	12 Weeks Ended					40 Weeks Ended
(In thousands)	October 9, 2021			October 3, 2020		October 9, 2021			October 3, 2020
Warrant expense	$	403		$	—	$	1,478		$	—
Income tax benefit		(28	)		—		(121	)		—
Warrant expense, net of tax	$	375		$	—	$	1,357		$	—

Summary of Stock Warrant Activity

The following table summarizes stock warrant activity for the 40 weeks ended October 9, 2021:

	Warrant
Outstanding and nonvested at January 2, 2021		4,349,817
Vested		326,238
Outstanding and nonvested at October 9, 2021		4,023,579

XML

Earnings Per Share (Tables)

9 Months Ended

Oct. 09, 2021

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Earnings Per Share

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

	12 Weeks Ended						40 Weeks Ended
(In thousands, except per share amounts)	October 9, 2021			October 3, 2020			October 9, 2021			October 3, 2020
Numerator:
Net earnings	$	15,176		$	19,952		$	51,506		$	63,821
Adjustment for earnings attributable to participating securities		(264	)		(494	)		(999	)		(1,577	)
Net earnings used in calculating earnings per share	$	14,912		$	19,458		$	50,507		$	62,244
Denominator:
Weighted average shares outstanding, including participating securities		35,525			35,730			35,671			35,900
Adjustment for participating securities		(618	)		(884	)		(692	)		(887	)
Shares used in calculating basic earnings per share		34,907			34,846			34,979			35,013
Effect of dilutive restricted stock awards		94			1			54			—
Effect of dilutive stock warrant		197			—			146			—
Shares used in calculating diluted earnings per share		35,198			34,847			35,179			35,013
Basic earnings per share	$	0.43		$	0.56		$	1.44		$	1.78
Diluted earnings per share	$	0.42		$	0.56		$	1.44		$	1.78

XML

Supplemental Cash Flow Information (Tables)

9 Months Ended

Oct. 09, 2021

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	40 Weeks Ended
(In thousands)	October 9, 2021		October 3, 2020
Non-cash investing activities:
Capital expenditures included in accounts payable	$	2,268	$	2,604
Operating lease asset additions		29,448		22,805
Finance lease asset additions		2,665		3,026
Non-cash financing activities:
Dividends declared but unpaid		372		65
Recognition of operating lease liabilities		29,448		22,805
Recognition of finance lease liabilities		2,665		3,026
Other supplemental cash flow information:
Cash paid for interest		9,464		15,148

XML

Reporting Segment Information (Tables)

9 Months Ended

Oct. 09, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Operating Segment

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

(In thousands)	Food Distribution		Retail		Military			Total
12 Weeks Ended October 9, 2021
Net sales to external customers	$	1,031,315	$	608,737	$	433,201		$	2,073,253
Inter-segment sales		250,055		154		—			250,209
Acquisition and integration		—		101		—			101
Restructuring and asset impairment		36		137		(368	)		(195	)
Depreciation and amortization		7,954		10,633		3,176			21,763
Operating earnings (loss)		9,969		16,802		(4,040	)		22,731
Capital expenditures		7,895		4,971		2,253			15,119
12 Weeks Ended October 3, 2020
Net sales to external customers	$	1,012,204	$	596,659	$	451,953		$	2,060,816
Inter-segment sales		247,968		—		—			247,968
Acquisition and integration		—		242		—			242
Restructuring and asset impairment		6,538		5		—			6,543
Depreciation and amortization		7,413		10,489		2,956			20,858
Operating earnings (loss)		9,191		22,318		(2,511	)		28,998
Capital expenditures		5,223		9,302		746			15,271
40 Weeks Ended October 9, 2021
Net sales to external customers	$	3,421,923	$	1,968,158	$	1,447,531		$	6,837,612
Inter-segment sales		830,313		572		—			830,885
Acquisition and integration		—		281		—			281
Restructuring and asset impairment		799		2,550		(368	)		2,981
Depreciation and amortization		25,348		35,559		10,353			71,260
Operating earnings (loss)		47,793		43,705		(12,651	)		78,847
Capital expenditures		22,288		22,648		10,021			54,957
40 Weeks Ended October 3, 2020
Net sales to external customers	$	3,471,561	$	2,010,483	$	1,619,329		$	7,101,373
Inter-segment sales		845,988		—		—			845,988
Acquisition and integration		—		242		—			242
Restructuring and asset impairment		19,222		1,233		—			20,455
Depreciation and amortization		24,934		34,570		9,480			68,984
Operating earnings (loss)		34,990		59,416		(9,406	)		85,000
Capital expenditures		16,619		24,492		4,769			45,880

	October 9,		January 2,
(In thousands)	2021		2021
Total Assets
Food Distribution	$	1,105,679	$	1,112,961
Retail		738,347		763,876
Military		398,654		400,554
Total	$	2,242,680	$	2,277,391

XML

Adoption of New Accounting Standards and Recently Issued Accounting Standards - Additional Information (Detail) - USD ($) $ in Thousands		9 Months Ended
	Dec. 29, 2019	Oct. 03, 2020	Oct. 09, 2021	Jan. 02, 2021
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adoption date	Dec. 29, 2019
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, immaterial effect [true false]	false
Accounting Standards Update [Extensible List]	Accounting Standards Update 2016-13 [Member]
Retained earnings			$ 275,392	$ 245,506
Accounting Standards Update 2016-13 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Retained earnings	$ 2,200
Deferred income tax	600
Transition adjustment due to adoption of new credit loss standard	1,900
Transition adjustment due to adoption of new credit loss standard	$ 300	$ 2,170

XML

Revenue - Summary of Information about Disaggregated Revenue of Reportable Segments (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Oct. 09, 2021	Oct. 03, 2020
Disaggregation Of Revenue [Line Items]
Net sales	$ 2,073,253	$ 2,060,816	$ 6,837,612	$ 7,101,373
Center store [Member]
Disaggregation Of Revenue [Line Items]
Net sales	794,913	806,147	2,600,106	2,772,256
Fresh [Member]
Disaggregation Of Revenue [Line Items]
Net sales	688,399	692,436	2,323,237	2,421,602
Non-food [Member]
Disaggregation Of Revenue [Line Items]
Net sales	521,973	514,112	1,702,634	1,754,383
Other Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	27,424	21,815	92,755	72,186
Fuel [Member]
Disaggregation Of Revenue [Line Items]
Net sales	40,544	26,306	118,880	80,946
Food Distribution [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,031,315	1,012,204	3,421,923	3,471,561
Food Distribution [Member] | Center store [Member]
Disaggregation Of Revenue [Line Items]
Net sales	344,624	333,988	1,135,458	1,144,335
Food Distribution [Member] | Fresh [Member]
Disaggregation Of Revenue [Line Items]
Net sales	333,895	334,173	1,144,025	1,184,091
Food Distribution [Member] | Non-food [Member]
Disaggregation Of Revenue [Line Items]
Net sales	328,011	324,565	1,059,067	1,079,971
Food Distribution [Member] | Other Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	24,785	19,478	83,373	63,164
Retail [Member]
Disaggregation Of Revenue [Line Items]
Net sales	608,737	596,659	1,968,158	2,010,483
Retail [Member] | Center store [Member]
Disaggregation Of Revenue [Line Items]
Net sales	235,784	245,652	763,006	837,655
Retail [Member] | Fresh [Member]
Disaggregation Of Revenue [Line Items]
Net sales	233,347	229,368	758,591	774,498
Retail [Member] | Non-food [Member]
Disaggregation Of Revenue [Line Items]
Net sales	98,806	94,959	326,543	316,255
Retail [Member] | Other Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	256	374	1,138	1,129
Retail [Member] | Fuel [Member]
Disaggregation Of Revenue [Line Items]
Net sales	40,544	26,306	118,880	80,946
Military [Member]
Disaggregation Of Revenue [Line Items]
Net sales	433,201	451,953	1,447,531	1,619,329
Military [Member] | Center store [Member]
Disaggregation Of Revenue [Line Items]
Net sales	214,505	226,507	701,642	790,266
Military [Member] | Fresh [Member]
Disaggregation Of Revenue [Line Items]
Net sales	121,157	128,895	420,621	463,013
Military [Member] | Non-food [Member]
Disaggregation Of Revenue [Line Items]
Net sales	95,156	94,588	317,024	358,157
Military [Member] | Other Products [Member]
Disaggregation Of Revenue [Line Items]
Net sales	2,383	1,963	8,244	7,893
Individuals Customer [Member]
Disaggregation Of Revenue [Line Items]
Net sales	608,506	596,429	1,967,372	2,009,802
Individuals Customer [Member] | Retail [Member]
Disaggregation Of Revenue [Line Items]
Net sales	608,506	596,429	1,967,372	2,009,802
Manufacturers, brokers and distributors [Member]
Disaggregation Of Revenue [Line Items]
Net sales	416,183	436,139	1,395,951	1,575,513
Manufacturers, brokers and distributors [Member] | Food Distribution [Member]
Disaggregation Of Revenue [Line Items]
Net sales	12,231	13,477	46,644	64,654
Manufacturers, brokers and distributors [Member] | Military [Member]
Disaggregation Of Revenue [Line Items]
Net sales	403,952	422,662	1,349,307	1,510,859
Retailers [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,035,038	995,709	3,429,558	3,440,401
Retailers [Member] | Food Distribution [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,008,172	968,381	3,339,578	3,339,824
Retailers [Member] | Military [Member]
Disaggregation Of Revenue [Line Items]
Net sales	26,866	27,328	89,980	100,577
Other Customers [Member]
Disaggregation Of Revenue [Line Items]
Net sales	13,526	32,539	44,731	75,657
Other Customers [Member] | Food Distribution [Member]
Disaggregation Of Revenue [Line Items]
Net sales	10,912	30,346	35,701	67,083
Other Customers [Member] | Retail [Member]
Disaggregation Of Revenue [Line Items]
Net sales	231	230	786	681
Other Customers [Member] | Military [Member]
Disaggregation Of Revenue [Line Items]
Net sales	$ 2,383	$ 1,963	$ 8,244	$ 7,893

XML

Revenue - Additional Information (Detail)	9 Months Ended
	Oct. 09, 2021 USD ($)
Disaggregation Of Revenue [Line Items]
Revenue recognition performance obligation	$ 0
Revenue, remaining performance obligation, optional exemption, performance obligation	true
Revenue recognition contract terms	30 days
Contract assets	$ 0
Maximum [Member]
Disaggregation Of Revenue [Line Items]
Revenue recognition contract terms	1 year

XML

Revenue - Summary of Changes in Allowance for Credit Losses (Detail) - USD ($) $ in Thousands		9 Months Ended
	Dec. 29, 2019	Oct. 09, 2021	Oct. 03, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning balance	$ 2,972	$ 6,603	$ 2,972
Provision for expected and estimates credit losses		(737)	583
Write-offs charged against the allowance		(693)	(323)
Ending balance		5,173	5,402
ASU 2016-13 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Impact of adoption of new credit loss standard (ASU 2016-13)	1,900
Impact of adoption of new credit loss standard (ASU 2016-13)	300		2,170
Current Accounts and Notes Receivable [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning balance	2,739	6,232	2,739
Provision for expected and estimates credit losses		(1,097)	583
Write-offs charged against the allowance		(693)	(202)
Ending balance		4,442	5,031
Current Accounts and Notes Receivable [Member] | ASU 2016-13 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Impact of adoption of new credit loss standard (ASU 2016-13)			1,911
Long Term Notes Receivable [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning balance	$ 233	371	233
Provision for expected and estimates credit losses		360
Write-offs charged against the allowance			(121)
Ending balance		$ 731	371
Long Term Notes Receivable [Member] | ASU 2016-13 [Member]
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Impact of adoption of new credit loss standard (ASU 2016-13)			$ 259

XML

Goodwill and Other Intangible Assets - Additional Information (Detail)	3 Months Ended	9 Months Ended
	Oct. 03, 2020 USD ($)	Oct. 09, 2021 USD ($) Segment	Jan. 02, 2021 USD ($)
Goodwill [Line Items]
Number of reporting units | Segment		3
Goodwill		$ 181,035,000	$ 181,035,000
Indefinite-lived intangible assets		67,600,000	67,600,000
Retail [Member]
Goodwill [Line Items]
Goodwill		0
Military [Member]
Goodwill [Line Items]
Goodwill		0
Food Distribution [Member]
Goodwill [Line Items]
Goodwill		$ 181,000,000.0	$ 181,000,000.0
Food Distribution [Member] | Trade Names [Member]
Goodwill [Line Items]
Impairment of indefinite lived intangible assets	$ 7,000,000.0

XML

Restructuring and Asset Impairment - Schedule of Activity of Reserves for Closed Properties (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 09, 2021	Oct. 09, 2021	Oct. 03, 2020
Restructuring Cost And Reserve [Line Items]
Beginning balance		$ 3,463
Provision for severance	$ 233	357	$ 2,205
Lease termination adjustments		(220)
Changes in estimates		(44)
Accretion expense		74
Payments		(1,460)
Ending balance	3,580	3,580
Business Restructuring Reserves [Member]
Restructuring Cost And Reserve [Line Items]
Provision for closing charges		1,410
Lease and Ancillary Costs [Member]
Restructuring Cost And Reserve [Line Items]
Beginning balance		3,349
Lease termination adjustments		(220)
Changes in estimates		(44)
Accretion expense		74
Payments		(1,027)
Ending balance	3,542	3,542
Lease and Ancillary Costs [Member] | Business Restructuring Reserves [Member]
Restructuring Cost And Reserve [Line Items]
Provision for closing charges		1,410	$ 325
Severance [Member]
Restructuring Cost And Reserve [Line Items]
Beginning balance		114
Provision for severance		357
Payments		(433)
Ending balance	$ 38	$ 38

XML

Restructuring and Asset Impairment - Schedule of Restructuring and Asset Impairment, Net (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Oct. 09, 2021	Oct. 03, 2020
Restructuring Cost And Reserve [Line Items]
Asset impairment charges	$ 207	$ 6,767	$ 3,783	$ 16,411
Gain on sales of assets related to closed facilities			(213)	3,403
Provision for severance	233		357	2,205
Other costs associated with site closures	196	2	507	1,649
Changes in estimates	15	(226)	(44)	(104)
Lease termination adjustments	(488)		(488)
Restructuring and asset impairment	(195)	$ 6,543	2,981	20,455
Business Restructuring Reserves [Member]
Restructuring Cost And Reserve [Line Items]
Provision for closing charges			1,410
Business Restructuring Reserves [Member] | Lease and Ancillary Costs [Member]
Restructuring Cost And Reserve [Line Items]
Provision for closing charges			1,410	325
Facility Closing [Member]
Restructuring Cost And Reserve [Line Items]
Gain on sales of assets related to closed facilities	$ (358)		$ (2,544)	$ (31)

XML

Restructuring and Asset Impairment - Schedule of Restructuring Activity and Asset Impairment (Parenthetical) (Detail) $ in Thousands	9 Months Ended
	Oct. 09, 2021 USD ($)
Restructuring Cost And Reserve [Line Items]
Write-off of lease liability	$ 300
Lease ancillary costs	220
Lease and Ancillary Costs [Member]
Restructuring Cost And Reserve [Line Items]
Lease ancillary costs	220
Food Distribution Segment [Member] | Trade Names [Member]
Restructuring Cost And Reserve [Line Items]
Impairment of indefinite lived intangible assets	7,000
Fresh Cut Business and Fresh Kitchen [Member]
Restructuring Cost And Reserve [Line Items]
Business exit costs	$ 9,100

XML

Restructuring and Asset Impairment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		4 Months Ended	9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Apr. 24, 2021	Oct. 09, 2021	Oct. 03, 2020
Restructuring Cost And Reserve [Line Items]
Impairment charges	$ 207	$ 6,767		$ 3,783	$ 16,411
The Fresh Kitchen Facility [Member]
Restructuring Cost And Reserve [Line Items]
Proceeds from sale of assets held for sale			$ 20,500
Fair Value Measurements Nonrecurring [Member] | Significant unobservable inputs (Level 3) [Member]
Restructuring Cost And Reserve [Line Items]
Long-lived assets	27,500	53,600		27,500	53,600
Long-lived assets measured fair value on nonrecurring basis	$ 23,700	$ 44,200		23,700	44,200
Impairment charges				$ 3,800	$ 9,400

XML

Fair Value Measurements - Schedule of Book Value and Estimated Fair Value of Debt Instruments, Excluding Debt Financing Costs (Detail) - USD ($) $ in Thousands	Oct. 09, 2021	Jan. 02, 2021
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$ 5,680	$ 5,135
Long-term debt and finance lease liabilities	401,517	485,381
Total book value of debt instruments	407,197	490,516
Fair value of debt instruments, excluding debt financing costs	412,680	497,941
Excess of fair value over book value	$ 5,483	$ 7,425

XML

Commitments and Contingencies - Additional Information (Detail) - Employer	Jul. 09, 2021	Jul. 17, 2021
Commitments And Contingencies Disclosure [Abstract]
Number of employers contributing to plan		1
Multiemployer plan number of years relief from risk of insolvency	30 years

XML

Associate Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Apr. 18, 2020	Oct. 09, 2021	Oct. 03, 2020
Defined Benefit Plan Disclosure [Line Items]
Pension contributions during last plan year	$ 2.2	$ 2.5		$ 10.3	$ 10.6
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit (income) expense			$ 1.0
Retiree Medical Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected Company contribution for remainder of fiscal year	0.5			0.5
Standard pension funding carryover				0.3
SpartanNash Retiree Medical Plan Plan [Member] | Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit (income) expense	$ 0.2	$ 0.1		$ 0.5	$ 0.5

XML

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	9 Months Ended		12 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Apr. 24, 2021	Oct. 09, 2021	Oct. 03, 2020	Jan. 02, 2021	Dec. 30, 2017
Income Tax Disclosure [Abstract]
Effective income tax rate	23.10%	21.80%		24.50%	10.50%
Net discrete income tax benefits of CARES Act						$ 9.3
Federal statutory income tax rate							35.00%
Proceeds from income tax refunds related to amended prior year returns			$ 25.7

XML

Share-Based Payments - Summary of Allocation of Stock-Based Compensation Expense in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Oct. 09, 2021	Oct. 03, 2020
Employee Service Share Based Compensation Aggregate Disclosures [Abstract]
Restricted stock expense	$ 920	$ 1,033	$ 5,977	$ 5,279
Income tax benefit	(253)	(289)	(1,483)	(564)
Restricted stock expense, net of tax	$ 667	$ 744	$ 4,494	$ 4,715

XML

Share-Based Payments - Summary of Stock Incentive Plans Activity (Detail) - Restricted Stock Awards [Member]	9 Months Ended
	Oct. 09, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Awards, Outstanding, Beginning balance | shares	973,948
Restricted Stock Awards, Granted | shares	560,352
Restricted Stock Awards, Vested | shares	(388,403)
Restricted Stock Awards, Cancelled/Forfeited | shares	(112,930)
Restricted Stock Awards, Outstanding, Ending balance | shares	1,032,967
Weighted Average Grant-Date Fair Value, Beginning balance | $ / shares	$ 17.72
Weighted Average Grant-Date Fair Value, Granted | $ / shares	18.94
Weighted Average Grant-Date Fair Value, Vested | $ / shares	19.81
Weighted Average Grant-Date Fair Value, Cancelled/Forfeited | $ / shares	18.26
Weighted Average Grant-Date Fair Value, Ending balance | $ / shares	$ 17.54

XML

Share-Based Payments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Oct. 07, 2020	Oct. 09, 2021	Jan. 02, 2021	Jul. 11, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock warrant, outstanding and nonvested		4,023,579	4,349,817	0
Unrecognized cost related to non-vested warrant shares		$ 21.2
Non-vested warrant shares expensed as vesting conditions are satisfied over the remaining term		6 years
Warrant shares, vested and exercisable		1,413,693
Non-vested warrant shares, intrinsic value		$ 20.5
Vested warrant shares, intrinsic value		7.2
NV Investment Holdings [Member] | Commercial Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant to acquire number of securities, common stock shares	5,437,272
Exercise price	$ 17.7257
Warrant commercial supply agreement	$ 200.0
Right to purchase warrant, expiration date	Oct. 07, 2027
NV Investment Holdings [Member] | Commercial Agreement [Member] | Warrants One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of warrant, outstanding and issuable shares	2.50%
Warrant to purchase number of securities, common stock shares vested	1,087,455
Warrant grant date fair value per share	$ 5.51
NV Investment Holdings [Member] | Commercial Agreement [Member] | Warrants Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of warrant, outstanding and issuable shares	10.00%
Warrant grant date fair value per share	$ 5.33
Stock warrant, outstanding and nonvested	4,349,817
Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 8.2
Unrecognized compensation cost, weighted average period of recognition		2 years 3 months 18 days

XML

Share-Based Payments - Summary of Share-based Payment Expense Recognized as a Reduction of Net Sales in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Oct. 09, 2021	Oct. 09, 2021
Employee Service Share Based Compensation Aggregate Disclosures [Abstract]
Warrant expense	$ 403	$ 1,478
Income tax benefit	(28)	(121)
Warrant expense, net of tax	$ 375	$ 1,357

XML

Share-Based Payments - Summary of Stock Warrant Activity (Detail)	9 Months Ended
	Oct. 09, 2021 shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock warrant, outstanding and nonvested	4,349,817
Vested	326,238
Stock warrant, outstanding and nonvested	4,023,579

XML

Earnings Per Share - Additional Information (Detail) - shares	Oct. 09, 2021	Jan. 02, 2021	Jul. 11, 2020
Earnings Per Share [Abstract]
Stock warrant, outstanding and nonvested	4,023,579	4,349,817	0

XML

Earnings Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				4 Months Ended		9 Months Ended
	Oct. 09, 2021	Jul. 17, 2021	Oct. 03, 2020	Jul. 11, 2020	Apr. 24, 2021	Apr. 18, 2020	Oct. 09, 2021	Oct. 03, 2020
Numerator:
Net earnings	$ 15,176	$ 16,814	$ 19,952	$ 28,467	$ 19,516	$ 15,402	$ 51,506	$ 63,821
Adjustment for earnings attributable to participating securities	(264)		(494)				(999)	(1,577)
Net earnings used in calculating earnings per share	$ 14,912		$ 19,458				$ 50,507	$ 62,244
Denominator:
Weighted average shares outstanding, including participating securities	35,525		35,730				35,671	35,900
Adjustment for participating securities	(618)		(884)				(692)	(887)
Shares used in calculating basic earnings per share	34,907		34,846				34,979	35,013
Shares used in calculating diluted earnings per share	35,198		34,847				35,179	35,013
Basic net earnings per share:	$ 0.43		$ 0.56				$ 1.44	$ 1.78
Diluted net earnings per share:	$ 0.42		$ 0.56				$ 1.44	$ 1.78
Stock Warrant [Member]
Denominator:
Effect of dilutive restricted stock awards	197						146
Restricted Stock Awards [Member]
Denominator:
Effect of dilutive restricted stock awards	94		1				54

XML

Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020
Non-cash investing activities:
Capital expenditures included in accounts payable	$ 2,268	$ 2,604
Operating lease asset additions	29,448	22,805
Finance lease asset additions	2,665	3,026
Non-cash financing activities:
Dividends declared but unpaid	372	65
Recognition of operating lease liabilities	29,448	22,805
Recognition of finance lease liabilities	2,665	3,026
Other supplemental cash flow information:
Cash paid for interest	$ 9,464	$ 15,148

XML

Reporting Segment Information - Schedule of Segment Reporting Information, by Operating Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 09, 2021	Oct. 03, 2020	Oct. 09, 2021	Oct. 03, 2020	Jan. 02, 2021
Segment Reporting Information [Line Items]
Net sales	$ 2,073,253	$ 2,060,816	$ 6,837,612	$ 7,101,373
Acquisition and integration	101	242	281	242
Restructuring and asset impairment, net	(195)	6,543	2,981	20,455
Depreciation and amortization	21,763	20,858	71,260	68,984
Operating earnings (loss)	22,731	28,998	78,847	85,000
Capital expenditures	15,119	15,271	54,957	45,880
Total Assets	2,242,680		2,242,680		$ 2,277,391
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	2,073,253	2,060,816	6,837,612	7,101,373
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	250,209	247,968	830,885	845,988
Food Distribution [Member]
Segment Reporting Information [Line Items]
Net sales	1,031,315	1,012,204	3,421,923	3,471,561
Restructuring and asset impairment, net	36	6,538	799	19,222
Depreciation and amortization	7,954	7,413	25,348	24,934
Operating earnings (loss)	9,969	9,191	47,793	34,990
Capital expenditures	7,895	5,223	22,288	16,619
Total Assets	1,105,679		1,105,679		1,112,961
Food Distribution [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	1,031,315	1,012,204	3,421,923	3,471,561
Food Distribution [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	250,055	247,968	830,313	845,988
Retail [Member]
Segment Reporting Information [Line Items]
Net sales	608,737	596,659	1,968,158	2,010,483
Acquisition and integration	101	242	281	242
Restructuring and asset impairment, net	137	5	2,550	1,233
Depreciation and amortization	10,633	10,489	35,559	34,570
Operating earnings (loss)	16,802	22,318	43,705	59,416
Capital expenditures	4,971	9,302	22,648	24,492
Total Assets	738,347		738,347		763,876
Retail [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	608,737	596,659	1,968,158	2,010,483
Retail [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	154		572
Military [Member]
Segment Reporting Information [Line Items]
Net sales	433,201	451,953	1,447,531	1,619,329
Restructuring and asset impairment, net	(368)		(368)
Depreciation and amortization	3,176	2,956	10,353	9,480
Operating earnings (loss)	(4,040)	(2,511)	(12,651)	(9,406)
Capital expenditures	2,253	746	10,021	4,769
Total Assets	398,654		398,654		$ 400,554
Military [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	$ 433,201	$ 451,953	$ 1,447,531	$ 1,619,329