UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 30, 2023.
OR
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Commission File Number: 000-31127
SPARTANNASH COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction) of
Incorporation or Organization)
850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan
(Address of Principal Executive Offices)
38-0593940
(I.R.S. Employer
Identification No.)
49518-8700
(Zip Code)
Title of each class
Common Stock, no par value
Registrant’s telephone number, including area code: (616) 878-2000
Securities registered pursuant to Section 12(b) of the Securities Exchange Act:
Trading
Symbol(s)
SPTN
Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None
Name of each exchange on which registered
NASDAQ Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No X
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 X 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 X No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer,” "accelerated filer,” "smaller reporting company,” and "emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
X
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.
Yes X No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates based on the last sales price of such stock on
the Nasdaq Global Select Market on July 14, 2023 (which was the last trading day of the registrant’s second quarter in the fiscal year ended December 30,
2023) was $722,477,443.
The number of shares outstanding of the registrant’s Common Stock, no par value, as of February 26, 2024 was 34,618,147, all of one class.
DOCUMENTS INCORPORATED BY REFERENCE
Part III, Items 10, 11, 12, 13 and 14
Definitive Proxy Statement for the 2024 Annual Meeting
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Forward-Looking Statements
The matters discussed in this Annual Report on Form 10-K, in the Company’s press releases, and in the Company’s website-accessible
conference calls with analysts and investor presentations include "forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), about
the plans, strategies, objectives, goals or expectations of SpartanNash and its subsidiaries ("SpartanNash” or the "Company”). These
forward-looking statements may be identifiable by words or phrases indicating that the Company or management "expects,” "projects,”
"anticipates,” "plans,” "believes,” "intends,” or "estimates,” or that a particular occurrence or event "may,” "could,” "should,” "will”
or "will likely” result, occur or be pursued or "continue” in the future, that the "outlook”, "trend”, "guidance" or "target" is toward a
particular result or occurrence, that a development is an "opportunity,” "priority,” "strategy,” "focus,” that the Company is
"positioned” for a particular result, or similarly stated expectations. Accounting estimates, such as those described under the heading
"Critical Accounting Policies and Estimates” in Item 7 of this Annual Report on Form 10-K, are inherently forward-looking. The
Company’s asset impairment and restructuring cost provisions are estimates and actual costs may be more or less than these estimates
and differences may be material. Undue reliance should not be placed on these forward-looking statements, which speak only as of the
date of the Annual Report, other report, release, presentation, or statement. Forward-looking statements are necessarily based on
estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies
may affect actual results and could cause actual results to differ materially.
This section and the discussions contained in Item 1A "Risk Factors” of this Annual Report on Form 10-K, 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 Annual Report. In addition, historical
information should not be considered as an indicator of future performance.
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TABLE OF CONTENTS
PART I.
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 1C.
Cybersecurity
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III.
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV.
Item 15.
Exhibits and Financial Statement Schedules
Item 16.
Form 10-K Summary
Signatures
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PART I
Item 1. Business
Overview
SpartanNash Company (together with its subsidiaries, "SpartanNash” or the "Company”) is a food solutions company that delivers the
ingredients for a better life. Its core businesses include distributing grocery products to a diverse group of independent and chain
retailers, its corporate-owned retail stores, and U.S. military commissaries and exchanges; as well as operating a premier fresh produce
distribution network and the Our Family® private label brand. SpartanNash serves customer locations in all 50 states and the District
of Columbia, Europe, Cuba, Puerto Rico, Honduras, Iraq, Kuwait, Bahrain, Qatar, Djibouti, Korea and Japan. The Company owns and
operates 144 supermarkets and shares its operational insights to drive solutions for its food retail independent customers. While the
Company supports overseas commissaries and exchanges, all of the Company’s sales and assets are in the United States of America.
The Company operates two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each
with a different customer base, management structure, and basis for determining budgets, forecasts, and compensation. Where
applicable, segment financial information for the comparative prior year periods within this annual report has been recast to reflect our
current reportable segment structure.
The Company’s fiscal year end is the Saturday closest to December 31. In this report we discuss information as of and for the fiscal
years ending or ended December 28, 2024 ("2024"), December 30, 2023 ("2023” or "current year”), December 31, 2022 ("2022” or "prior
year”) and January 1, 2022 ("2021”), all of which include 52 weeks. All fiscal quarters are 12 weeks, except for the Company’s first
quarter, which is 16 weeks and usually includes the Easter holiday. The fourth quarter includes the Thanksgiving and Christmas
holidays, and depending on the fiscal year end, may include the New Year’s holiday.
The Company’s differentiated business model of Wholesale and Retail operations leverages the complementary nature of both
segments and supports the ability of the Company’s independent retail customers to compete in the grocery industry in the long-term.
The model produces operational efficiencies, greater visibility and broader business growth options throughout each of the segments.
SpartanNash has a strategic identity called Our Winning RecipeTM that activates its mission to deliver the ingredients for a better life
through a focus on core capabilities, behaviors and strategic priorities. SpartanNash has a keen focus on its core capabilities which
include: people, operational excellence and insights that drive solutions. The Company’s vision is seeing a day when its customers say,
"I can’t live without them.”
Wholesale Segment
The Company’s Wholesale segment uses a multi-channel sales approach to distribute national brand and its own private brand
products to independent retailers, national accounts, food service distributors, e-commerce providers, and the Company's corporate-
owned retail stores. The Company’s Wholesale segment also contracts with manufacturers and brokers to distribute a wide variety of
grocery products to 160 U.S. military commissaries and over 400 exchanges worldwide. Together with its third-party partner, Coastal
Pacific Food Distributors ("CPFD"), SpartanNash represents the only global delivery solution to service the Defense Commissary
Agency ("DeCA" or "the Agency"). Total net sales from the Company’s Wholesale segment, including sales of $1.2 billion to
corporate-owned retail stores that are eliminated in the consolidated financial statements, totaled $8.1 billion for 2023. As of the end of
2023, the Company is among the five largest wholesale distributors in the nation in terms of annual revenue. The Company is focused
on growth in its Wholesale segment, through expanded relationships with existing customers as well as new business opportunities.
As of December 30, 2023, the Company operated in all 50 states by leveraging a network of 19 distribution centers, in addition to a
facility on the West Coast operated by third-party partner, CPFD, as well as internal transportation fleets and third-party shipping
partners, servicing the Wholesale segment. The Company’s extensive geographic reach drives economies of scale, provides
opportunities for independent retailers to purchase products at competitive prices in order to effectively compete in the grocery
industry in the long-term. The Company's network also includes distribution centers strategically located among the largest
concentration of military bases the Company serves and near Atlantic ports used to ship grocery products to overseas commissaries
and exchanges.
The Company’s Wholesale segment provides a selection of approximately 90,700 stock-keeping units (SKUs) of national brand and
private brand grocery products and perishable food products, including dry groceries, produce, dairy products, meat, delicatessen
items, bakery goods, frozen food, and seafood, as well as floral products, general merchandise, beverages, tobacco products, health
and beauty care products and pharmaceutical products. These product offerings, along with best-in-class services, allow independent
retailers the opportunity to support the majority of their operations with a single supplier. The Company also provides a comprehensive
menu of support services designed to assist independent retailers in becoming more profitable, efficient, competitive, and informed,
ranging from real estate and site surveys to a full suite of merchandising, marketing, accounting, and information technology solutions.
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The Company also has a diverse base of national accounts customers, who partner with the Company to centralize their supply across
many product categories, and to leverage the Company’s broad geographic reach. Sales to one of the Company’s customers in the
Wholesale segment accounted for 16%, 16% and 17% of the Company's net sales for 2023, 2022 and 2021, respectively. No other
individual customer exceeded 10% of the Company's net sales in any of the years presented.
The Company is also the primary supplier of private brand products to U.S. military commissaries, a partnership with DeCA which
began in fiscal 2017. The current contract to provide DeCA with private branded products extends through December 2025. In
accordance with its contract with DeCA, the Company procures the grocery and related products from various manufacturers and upon
receiving customer orders from DeCA, either delivers the products to the U.S. military commissaries itself or engages its worldwide
strategic business partner, CPFD, to deliver the products on its behalf. The Company is among one of the four largest distributors to
the DeCA commissary system, in terms of annual sales, that distributes products via the frequent delivery system. The remaining
distributors that supply DeCA tend to be smaller regional and local providers.
DeCA operates a chain of 235 commissaries on U.S. military installations across the world that sell approximately $4.6 billion of grocery
products annually. The Company obtains distribution contracts with manufacturers through competitive bidding processes and direct
negotiations. As of December 30, 2023, the Company has approximately 250 distribution contracts representing approximately 600
manufacturers that supply products to the DeCA commissary system and various exchange systems.
The Company’s ten largest Wholesale customers (excluding corporate-owned retail stores) accounted for approximately 40% of total
Wholesale net sales for 2023. Approximately 91% of Wholesale net sales to independent retailers and national accounts for 2023 are
covered under supply agreements.
The Wholesale segment competes directly with a number of traditional and specialty grocery wholesalers and retailers that maintain or
develop self-distribution systems. In addition, the Company’s independent customers face intense competition from supercenters,
deep discounters, mass merchandisers, limited assortment stores, and e-commerce providers. The Company partners with these
customers to help them compete efficiently and effectively. The primary competitive factors in the Wholesale business include price,
service level, product quality, variety, reputation with DeCA, location of distribution centers and other value-added services.
Retail Segment
As of December 30, 2023, the Company operated 144 corporate-owned retail stores and 36 fuel centers in nine states in the Midwest,
primarily under the banners of Family Fare, Martin’s Super Markets, and D&W Fresh Market. Retail banners and store counts are
fully detailed in Item 2, "Properties.” The Company’s corporate owned retail stores range in size from approximately 14,000 to 90,000
square feet, or on average, approximately 44,000 square feet per store.
The Company’s convenience and community-focused strategy distinguishes its corporate-owned retail stores from supercenters and
limited assortment stores. This strategy is complemented by e-commerce platforms, including Fast Lane and Groceries to GO, and
third-party relationships with DoorDash, Shipt, Instacart Marketplaces, and Uber Eats, which provide online grocery shopping and
curbside pickup or delivery at 140 corporate-owned retail locations as of December 30, 2023. These channels are highly valued by
customers and continuing to enhance and grow e-commerce platforms is a key component of the Company’s strategy. The Company
continues to make investments to support its online ordering systems, the speed and convenience of curbside pickup, and the
efficiency and completeness of order fulfillment.
The Company’s corporate-owned retail stores offer nationally branded and the Company's private branded, "OwnBrands" grocery
products. These stores also offer perishable food including produce, dairy, meat, delicatessen items, including store prepared "grab
and go” meal options, fresh cut fruits and vegetables, bakery goods, frozen food, and seafood, as well as floral, general merchandise,
beverages, health and beauty care and fuel. Sixty-five of the Company’s stores contain franchised Starbucks or Caribou Coffee shops,
which enhance the customer experience and help to drive traffic. OwnBrands grocery products typically generate higher margins, while
also improving customer loyalty by offering quality products at more affordable prices.
As of December 30, 2023, the Company offered pharmacy services in 91 of its corporate-owned retail stores (81 of the pharmacies are
owned by the Company) and operated three pharmacy locations not associated with corporate-owned retail locations. The Company
believes its pharmacy service offerings are an important part of the consumer experience. Most of the Company’s pharmacies offer low-
cost generic drugs and counseling for preventative health and education for its customers. Influenza and COVID-19 vaccinations are
available in the pharmacies.
The following chart details the changes in the number of corporate-owned retail stores over the last five fiscal years:
2019
2020
2021
2022
2023
Number of stores at beginning of year
Stores acquired or constructed during year
Stores closed or sold during year
Number of stores at end of year
156
1
1
156
156
—
11
145
145
3
1
147
147
—
3
144
139
24
7
156
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The principal competitive factors in the Retail business include the location and image of the store; the price, quality, variety and value-
add of the fresh offering; and the quality, convenience and consistency of service. In addition to competing with traditional grocery
stores, the Company competes with supercenters, deep discounters, mass merchandisers, limited assortment stores, and e-commerce
providers. The Company monitors planned competitive store openings and uses established proactive strategies to respond to new
competition both before and after competitive store openings. Strategies to react to competition vary based on many factors, such as
the competitor’s format, strengths, weaknesses, pricing and sales focus.
Supply Chain Network
The Company’s Wholesale segment comprises 19 distribution centers, in addition to a facility on the West Coast operated by CPFD.
The Company warehouses product through approximately 8.9 million square feet of distribution center space. The Company operates a
diverse fleet of owned and leased transportation equipment, which includes 629 over-the-road tractors, 336 dry vans and 1,213
refrigerated trailers. In addition, the Company also operates 14 over-the-road tractors, 140 dry vans and 92 refrigerated trailers through
short-term rental contracts. The Company carefully manages the approximate 65 million miles driven by its fleet and third-party carriers
annually servicing military commissaries, exchanges, independent retailers, national accounts and corporate-owned retail stores.
The Company continued executing against its comprehensive supply chain initiatives while evolving from a state of transformation to
one of continuous improvement. The overall initiatives are focused on executing improvements to supply chain operations across the
Company’s network, which continue to result in sustained efficiencies and cost reductions. The Company is making investments in
people, process, and technology to support long-term growth and maximize operational efficiencies. The Company is investing in its
workforce through an expansion of its onboarding, training and career development programs, and is executing several initiatives aimed
at improving associate engagement, customer experience and supply chain performance.
The Company is currently optimizing its network to enable more effective and efficient operations across the supply chain. The
Company continues to enhance its inventory management and control practices, while also developing dynamic slotting capabilities to
improve order selection efficiency and maximize space utilization. Process improvements are also underway in other areas of warehouse
operations, including enhanced labor planning tools and analytical capabilities to improve productivity.
System enhancements in the areas of forecasting and replenishment are intended to support the strategic optimization of inventory,
allowing for improved service levels and warehouse capacities, while also reducing excess inventory and shrink. The Company believes
that its consolidation of transportation management information systems will also streamline operations and reduce miles traveled.
Marketing and Merchandising
During 2023, the Company continued its customer-led marketing and merchandising transformation. Launched in 2022, the
transformation is focused on better engaging retail store shoppers and wholesale customers, using insights to deliver improved
omnichannel marketing, promotions, pricing, and assortment. Vendor relationships and customer partnerships were strengthened
throughout the year through customer selling shows and expanded partnerships with key suppliers, and also included an enhanced
showcase for the Company's OwnBrands. The Company had its largest and best-selling show in 2023 that included record attendance
and sales, in addition to award ceremonies for new customers and vendors.
The Company continues to make investments in its consolidated portfolio of strong retail banner brands to deliver an improved overall
shopping experience. The Company has focused on efficiency and effectiveness to help drive sales and margin not only within its
Retail stores, but also for its Wholesale customers. This includes being a strategic partner to the Company's Wholesale customers by
leveraging knowledge gained from its corporate-owned Retail stores regarding best-in-class practices.
In late 2023, the Company launched a program related to streamlining assortment and store planograms. This new approach leverages
customer loyalty insights and analytics to choose the best assortment and arrangement on shelf for a better shopping experience.
The Company's OwnBrands have been a particularly important focus to meet the customer and shopper needs. The Company is well
positioned to meet increasing demand for premium products at a less than premium price following the launch and continued
investment in two premium and exclusive brands: Fresh & Finest, by Our Family, and, Finest Reserve, by Our Family. In partnership
with a third party, the Company began implementation of a next generation strategic pricing tool that unlocks efficiency and allows for
more effective pricing strategies, which is anticipated to drive sales growth and improve margin mix. New promotional insights have
been implemented to set effective promotional prices that drive growth for both corporate-owned retail stores and Wholesale
customers.
To harmonize the omnichannel brand experience, loyalty programs and digitization efforts were furthered with personalized customer
content, digital coupon capability expansion, and the launch of new retail banner brand e-commerce sites. The Company further
increased penetration of digitally active customers through improved digital promotions and pilot programs with independent
customers. New chain-wide enhanced media campaigns were also rolled out to leverage in-store and out-of-store assets to deliver a
unified customer message around key products and promotions.
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Seasonality
The majority of the Company’s revenues are not seasonal in nature. However, in some geographies, corporate retail stores and
independent retail customers are dependent on tourism, and therefore can be affected by seasons. The Company’s revenues may also
be impacted by weather patterns.
Suppliers
The Company purchases products from a large number of national, regional and local suppliers of national brand and OwnBrands
merchandise. No single supplier accounts for more than 5% of the Company’s purchases. The Company continues to develop strategic
relationships with key suppliers and believes this will prove valuable in the development of enhanced promotional programs and
consumer value perceptions.
Intellectual Property
The Company owns valuable intellectual property, including trademarks, trade names, and other proprietary information, some of which
are of material importance to its business.
Technology
In 2023, the Company focused on foundational IT hardware and digitization efforts across all business segments, including the
continued transition to Software as a Service ("SaaS”) technology, where production environments are hosted in the cloud.
Supply Chain. The Company continued its transformational effort to replace existing transportation systems, including standardization
of processes and rationalization of disparate systems into a single integrated application stack. Additionally, the Company developed
process automation improvements as well as data analytic solutions around workforce productivity. These automation and data
analytic initiatives, combined with the workforce investments noted previously, are expected to contribute to improved hiring, retention
and productivity.
Retail. The Company continued taking additional steps to modernize its retail applications footprint, which began in 2021 with a
comprehensive effort to upgrade and digitize its point-of-sale ("POS”) environment. The ongoing upgrade to the POS application
includes an integrated feature set which enhances the retail experience both for the Company's corporate-owned retail stores and its
independent customers.
Administrative Systems, Infrastructure and Security. The Company has implemented tools to improve both the efficiency and
effectiveness of internal reporting and administrative functions. A centralized cloud-based data analytics solution was implemented to
consolidate the Company’s analysis and reporting platforms, which supplies the Company with advanced data analytics capabilities to
provide better business insights in real-time. Additionally, the Company made several enhancements to its foundational hardware
infrastructure including upgrades to the production storage environment and network.
Human Capital
One of the Core Capabilities in Our Winning Recipe is People, and the Company has a keen focus on its People First culture. People
First means that investing in Associates is the first investment the Company makes. As the Company cultivates an environment in
which Associates can do their best work, it is building the foundation for a high performance and sustainable business. In 2023, the
Company launched the People Philosophy, which is a commitment to all of the Associates to create meaningful experiences and growth
opportunities, inspiring careers for a better life. The Company also introduced eight behavioral-based competencies that will be used
for skill-development, selection, and development.
As of December 30, 2023, the Company employed approximately 17,000 Associates, 10,000 on a full-time basis and 7,000 on a part-time
basis. Approximately 7% of our Associates are covered by a collective bargaining agreement representing multiple Wholesale
Associates across our business.
Retention. Attracting and retaining talent is imperative to achieving Our Winning Recipe. The Company’s primary initiatives in this
area include improving diversity, equity, inclusion and belonging in its workforce, ensuring a safe and secure work environment,
maintaining a competitive and compelling total rewards offer and investing in leadership and associate development.
The Company's retention initiatives have resulted in a 9% decrease in the rate of turnover and a 2% increase in the 90-day new hire
retention rate compared to the prior year.
Diversity, Equity, Inclusion and Belonging. The Company celebrates diversity and believes employing a diverse workforce where
Associates feel like they belong is key to success. SpartanNash expects all of its Associates to reinforce the People First culture to
build a diverse and inclusive workplace. As a commitment to this, all Associates are required to complete training on dignity and
respect, anti-harassment and anti-discrimination.
The Company leads with inclusion and strives to create an environment where Associates are valued and empowered to support its
business objectives, customers and the communities it serves, and to provide Associates connection within the organization.
SpartanNash has associate resource groups (ARGs) available for young professionals, multicultural Associates, veterans, women, and
additional groups continue to be evaluated.
-7-
The Company also believes that it is best served by leaders that have diverse perspectives, education, experience, skills, gender, race,
and ethnicity as demonstrated by the current executive leadership team and Board of Directors. The Company will continue to seek out
and develop such candidates through its talent acquisition and development practices.
Environment, Health and Safety (EHS). At SpartanNash, focusing on improving the EHS of its Associates, and the communities it
serves is an integral part of our People First culture. The Company is fully committed to conducting its operations safely and in an
environmentally friendly manner. Objectives for injury prevention, natural resource conservation, energy savings and pollution
prevention are achieved by identifying, assessing, and effectively addressing environmental concerns and workplace hazards, and
through the integration of EHS considerations, into all relevant business activities.
The Company's goal is to be a safety leader in every industry segment that it operates. Since 2020, the Company has reduced injury
rates significantly year-over-year to reach the top quartile for OSHA safety performance as of the year ended December 30, 2023.
During this same period, lost-time incidents were reduced by 76%, which includes a 20% improvement year-over-year in 2023. More
than 98% of Associates worked injury-free in 2023. Additionally, as a byproduct of the Company’s effort to protect its people, workers'
compensation losses were reduced by 36% since 2021.
Associate Engagement and Training. The Company believes that engagement and education are key to ensuring the Company's
Associates provide extraordinary performance. The Company conducted an associate engagement survey in 2023 to solicit feedback
on its human capital practices. The resulting survey action plans will be used as the basis to further associate engagement efforts in
2024. The Company provides company-wide training on Our Winning Recipe when new Associates join the Company and role-specific
training to ensure operational excellence. Targeted leadership development programs are in place for high potential and high performing
managers and directors. In addition, all Associates are encouraged to participate in self-paced training curated to develop Associates
in leadership and technical skill improvement.
Compensation and Benefits. The Company’s total rewards programs are designed to provide compensation and benefits packages that
will attract, retain, reward, and inspire its Associates to achieve a high level of performance. Overall compensation and benefits are
regularly reviewed to ensure that they remain competitive with respect to industry benchmarks. Wage investments are made to provide
greater incentive pay and to recognize career development. In addition, new benefits have been offered to allow Associates tailored
coverage levels. The Company's strategy is to ensure its compensation is competitive in the market, equitable across levels and
functions, aligned to skills and performance, and sustainable for the health of the Company.
The Compensation Committee of the Board of Directors has the full authority and responsibility to oversee and approve the Company's
executive compensation philosophy and the compensation and benefits policies and programs of the Company. The Committee reviews
and approves disclosures related to human capital management contained in the Compensation Discussion and Analysis section of the
Company's proxy statement, annual report, and environmental, social and governance report, as applicable.
Environmental Matters
The Company may be responsible for remediation of environmental conditions and may be subject to associated liabilities relating to its
stores, warehouses, and other buildings and the land on which they are situated (including responsibility and liability related to its
operation of its fuel centers and truck garages and the storage of petroleum products in underground storage tanks). The Company
believes that it currently conducts its operations, and in the past has conducted its operations, in substantial compliance with
applicable environmental laws. Also, the Company typically conducts an environmental review prior to acquiring or leasing buildings
or raw land. However, the Company cannot always control or predict what environmental conditions may be found to exist at its
facilities, and future changes in regulations may result in liabilities to the Company or increases in the cost of doing business.
Regulation
The Company is subject to federal, state and local laws and regulations concerning the conduct of its business, including those
pertaining to its workforce and the purchase, handling, sale and transportation of its products. Many of the Company’s products are
subject to federal Food and Drug Administration ("FDA”) and United States Department of Agriculture ("USDA”) regulation. The
Company believes that it is in compliance, in all material respects, with the FDA, USDA and other federal, state and local laws and
regulations governing its businesses.
Available Information
SpartanNash’s web address is www.spartannash.com. The inclusion of the Company’s web address in this Form 10-K does not include
or incorporate by reference the information on or accessible through the Company’s website, and the information contained on or
accessible through those websites should not be considered as part of this Form 10-K. The Company makes its Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports (and amendments to those reports) filed or
furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 available on the Company’s website as soon as reasonably
practicable after the Company electronically files or furnishes such materials with the SEC. Interested persons can view such materials
without charge by clicking on "Investor Relations” and then "SEC Filings” on the Company’s website.
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Item 1A. Risk Factors
The Company faces many risks. If any of the events or circumstances described in the following risk factors occur, the Company’s
financial condition or profitability may suffer, and the trading price of the Company’s common stock could decline. We provide these
risk factors for investors as permitted by and to obtain the rights and protections under the Private Securities Litigation Reform Act of
1995. It is not possible to predict or identify all such factors. Consequently, investors should not consider the following to be a
complete discussion of all potential risks or uncertainties applicable to our business. This discussion of risk factors should be read in
conjunction with the other information in this Annual Report on Form 10-K. All of these forward-looking statements are affected by the
risk factors discussed in this item and this discussion of risk factors should be read in conjunction with the discussion of forward-
looking statements, which appears at the beginning of this report.
Business and Operational Risks
The Company operates in an extremely competitive industry where many of the Company’s competitors are much larger and may
be able to compete more effectively.
The grocery industry is highly competitive. The Company’s Wholesale and Retail segments have many competitors, including regional
and national grocery distributors, large chain stores that have integrated wholesale and retail operations, mass merchandisers, e-
commerce providers, deep discount retailers, limited assortment stores and wholesale membership clubs. Many of the Company’s
competitors have greater resources than the Company and may be able to compete more effectively. Additionally, rising headwinds
including reduced consumer demand have further intensified the competitive environment.
Industry consolidation, alternative store formats, nontraditional competitors and e-commerce have contributed to market share losses
for traditional grocery stores. The Company’s Wholesale and Retail segments are primarily focused on traditional retail grocery trade,
which faces competition from faster growing alternative retail channels, such as dollar stores, discount supermarket chains, Internet-
based retailers and meal-delivery services. The Company expects these trends to continue. If the Company is not successful in
effectively competing with these alternative channels, or growing sales into such channels, its business or financial results may be
adversely impacted.
The Company faces competitive pressures from e-commerce activity, as consumers continue to adopt this format and do more of their
shopping online. While the Company offers e-commerce services at many of its stores, some of its stores and many of its independent
retailer customers do not. Other e-commerce providers may offer lower prices, superior online ordering or delivery service, or greater
convenience than the Company. If the Company fails to compete successfully, it could face lower sales and may decide or be compelled
to offer greater discounts to its customers, which could result in decreased profitability.
A significant portion of the Company’s sales are with major customers and the Company’s success is heavily dependent on
retaining this business and on its customers’ ability to maintain and grow their business.
The Company depends heavily on its customer base which includes certain large and growing customers, and its success is dependent
on its customers’ ability to maintain and grow their own business. During the current year, the Company has observed sales volume
declines across its Wholesale distribution businesses, including to some of its major customers. To the extent that major customers
decide to utilize alternative sources of products, whether through other distributors or self-distribution, or decide to discontinue
offering certain products, the Company’s financial condition or profitability may be materially and adversely affected. Similarly, if major
customers are not able to maintain or grow their business and honor the terms of its distribution agreements, the Company may be
materially and adversely affected through a reduction in revenue and profitability.
Sales to one of the Company’s customers accounted for 16%, 16% and 17% of the Company’s net sales in 2023, 2022 and 2021,
respectively. The Company’s ability to maintain a close, mutually beneficial relationship with major customers is an important
determinant of the Company’s continued growth and profitability.
The Company may not be able to achieve its growth strategy through successful implementation of its transformation initiatives.
The Company’s long-term strategy includes a focus on revenue growth from new customers, market share gains, and continued
expansion into value-add offerings, as well as driving incremental profitability through initiatives including supply chain
transformation, merchandising transformation, changes to its go-to-market strategy, and other margin-enhancing innovations,
including OwnBrands execution, automation, and retail execution.
The successful design and implementation of these initiatives may present significant challenges, many of which are beyond the
Company's control. In addition, the initiatives may not advance the Company's business strategy as expected. Events and
circumstances, such as financial or strategic difficulties, delays, and unexpected costs may occur that could result in the Company not
realizing all or any of the anticipated benefits or not realizing the anticipated benefits within the expected timetable. If the Company is
unable to realize the anticipated financial performance of the initiatives, its ability to fund other initiatives may be adversely affected.
Any failure to implement the initiatives in accordance with expectations could adversely affect the Company's ability to achieve its
long-term revenue and profitability targets.
-9-
In addition, the complexity of the initiatives requires a substantial amount of management and operational resources. The Company's
management team must successfully implement operational changes necessary to achieve the anticipated benefits of the initiatives.
These and related demands on its resources may divert the Company's attention from existing core businesses and could also have
adverse effects on existing business relationships with suppliers and customers. As a result, the Company's financial condition,
profitability, or cash flows may be adversely affected.
The Company may not be able to achieve its strategy of growth through acquisitions, may encounter difficulties successfully
integrating acquired businesses, and may not realize the anticipated benefits of business acquisitions.
The Company’s strategy includes growth through the acquisition of additional wholesale distribution and retail store operations. Given
the recent consolidation activity, which has resulted in a limited number of potential acquisition targets within the food industry, the
Company may not be able to identify suitable targets for acquisition or may be required to make acquisitions which do not achieve the
desired level of profitability or sales. Additionally, future acquisitions of retail grocery stores could result in the Company competing
with its independent retailer customers which could adversely affect existing business relationships with those customers. As a result,
the Company may not be able to actively identify or pursue suitable acquisition targets in the future, complete acquisitions or obtain
the necessary financing all of which may adversely affect the Company’s ability to grow profitably. Furthermore, if the Company fails to
successfully integrate business acquisitions and realize planned synergies, the business may not perform to expectations. The
integration of acquired businesses may also cause us to incur unforeseen costs which may prevent the Company from realizing the
anticipated economic, operational, and other benefits and synergies timely and efficiently, all of which may negatively impact sales and
long-term growth plans.
Disruptions to the Company’s information technology systems, including security breaches and cyber-attacks, could negatively
affect the Company’s business.
Vulnerabilities within the security of the Company’s information technology ("IT”) applications could create risk for the Company. The
Company utilizes IT systems to conduct operations and also receive, transmit, and store many types of sensitive information, including
consumers’ personal information, personal health information, information belonging to customers, vendors, business partners, and
other third parties, and the Company’s proprietary, confidential, or sensitive information. Cyber threats evolve rapidly and are
becoming more sophisticated, which may defeat the security programs and disaster recovery facilities and procedures implemented by
the Company. As a result, the Company faces risks of security breaches, theft, espionage, inadvertent release of information, and other
technology-related disruptions. Associate error, faulty password management or other problems may compromise the security
measures and result in a breach of the Company’s information systems, systems disruptions, data theft or other criminal activity. This
could result in a loss of sales or profits or cause the Company to incur significant costs to restore its systems or to reimburse third
parties for damages.
Availability and performance of the Company’s IT systems are vital to the Company’s business. Failure to successfully execute IT
projects and have IT systems available to the business would adversely impact the Company’s operations.
The Company has a complex IT infrastructure that is vital to its business operations. The effectiveness of these applications is relevant
in supporting management’s effective financial reporting and forecasting on a regular basis. Failures in the operating effectiveness of
these applications could create risk for the Company. If the Company is unable to successfully modernize legacy systems in a
coordinated manner across internal and external stakeholders, the Company could be subject to business interruption or reputational
risk with its customers, suppliers or Associates. The failure of these systems could adversely impact the Company’s business plans
and potentially impair the day-to-day business operations. In addition, the Company’s IT systems may be vulnerable to damage or
interruption from circumstances beyond its control, including, power outages, computer and telecommunication failures, viruses, errors
by Associates, and catastrophic events such as fires, earthquakes, tornados and hurricanes. Any debilitating failure of the Company’s
critical IT systems, data centers and backup systems would require significant investments in resources to restore IT services and may
cause serious impairment in the Company’s business operations including loss of business services, increased cost of moving
merchandise and failure to provide service to its customers. Failure to modernize legacy systems efficiently and effectively could result
in the loss of the Company’s competitive position and adversely impact its financial condition and results of operations.
Changes in relationships with the Company’s vendor base may adversely affect its business operations.
The Company sources the products it sells from a wide variety of vendors. The Company generally does not have long-term written
contracts with its major suppliers that would require them to continue supplying merchandise. The Company depends on its vendors
for appropriate allocation of merchandise, assortments of products, operation of vendor-focused shopping experiences within its
stores, and funding for various forms of promotional allowances. Changes in relationships with suppliers could lead to decreased
product availability, changes in the Company’s assortment, and decreased promotional funding, which could impact the Company’s
product offering and prices offered to customers, and lead to reduced consumer demand decreasing both revenue and profitability.
-10-
Changes in product availability and product pricing from vendors may adversely impact the Company’s business operations and
profitability.
The Company’s suppliers purchase agricultural products, including vegetables, oils and spices and seasonings, meat, poultry,
packaging materials and other raw materials from growers, commodity processors, other food companies and packaging manufacturers.
These products are subject to increases in price attributable to a number of factors, including changes in crop size, federal and state
agricultural programs, export demand, currency exchange rates, energy and fuel costs, water supply, weather conditions during the
growing and harvesting seasons, insects, plant diseases and fungi, and glass, metal and plastic prices. These increased prices, as well
as other related expenses that they pass through to their customers, could result in higher costs for the products these vendors supply
to the Company. Fluctuations in commodity prices can lead to retail price volatility and intensive price competition and can influence
consumer buying patterns. The cost of labor, manufacturing, energy, fuel, packaging materials and other costs related to the
production and distribution of the products the Company purchases from its vendors can from time to time increase significantly and
unexpectedly. The Company has faced and could continue to face industry-wide cost inflation. To the extent it is unable to offset
present and future cost increases, the Company's operating results could be materially and adversely affected.
Additionally, the Company faces vendor supply chain disruptions from labor availability, raw material shortages, and rising costs.
These supply chain disruptions have placed and could continue to place constraints on the Company’s vendors resulting in reduced
inbound fill rates and decreased product availability, which could negatively impact sales and profitability.
Changes in macroeconomic conditions may lead to reduced consumer demand and adversely affect the Company's performance.
Macroeconomic uncertainty, including rising inflation, potential economic recession, and increasing interest rates, among other
negative macroeconomic conditions, could lead to reduced disposable income for the Company’s consumer base, resulting in less
demand for the Company’s products and services. Reduced consumer demand could lead to lower sales and increased product shrink
which could adversely affect the Company’s profitability and growth.
It may be difficult for the Company to attract and retain well-qualified Associates and effectively manage increased labor costs.
The Company has previously experienced, and may continue to experience, a shortage of qualified labor, particularly for retail store
Associates, warehouse workers, and truck drivers. Such a shortage has caused upward pressure on wages. If the Company is unable to
attract and retain quality Associates to meet its needs without significant changes to its compensation offering, the Company could be
required to reduce staffing below optimal levels or rely more on higher-cost third-party providers, which could significantly reduce the
Company’s profitability and growth.
The Company may not successfully retain or manage transitions with executive leaders and other key personnel.
The Company’s success depends upon the continued services of executive leaders and other key Associates, as well as its ability to
effectively transition to their successors. The loss of such personnel may be disruptive to the Company, and if the Company is unable
to execute an orderly transition and successfully integrate the new executives or personnel to successfully develop and implement
strategic initiatives, the Company’s revenue, operating results and financial performance may be adversely affected. Any future
changes to the executive leadership team, including hires or departures, could cause further disruption to the business and have a
negative impact on operating performance, while these operational areas are in transition. The Company may not be able to timely find
suitable successors to key roles as transitions occur or may not successfully integrate successors into its leadership team or the
Company’s business operations. The Company’s inability to retain other key leaders or effectively transition to their successors, or
any delay in filling any such critical positions, could harm its business and profitability.
The Company's business and reputation may be adversely impacted by the increasing focus on environmental, social and
governance matters.
In recent years, there has been an increasing focus by various stakeholders on environmental, social and governance ("ESG”) matters.
Implementation of ESG initiatives may have an adverse financial impact on the Company resulting from increased costs required to
achieve desired results. Moreover, a partial or complete failure, whether real or perceived, to adequately address ESG priorities or to
achieve progress on the Company's reported ESG initiatives, could adversely affect the Company’s reputation and negatively impact
the Company’s financial and business operations. Conversely, taking a position, whether real or perceived, on ESG, public policy,
geopolitical or similar matters could also adversely impact the reputation of the Company and its financial condition stemming from
increased operational and product costs, reputational damage, and shareholder activism.
The Company may not successfully achieve its ESG-related goals, and any future investments that it makes in furtherance of achieving
such goals may not produce the expected results or meet increasing stakeholder ESG expectations. Moreover, future events could lead
the Company to prioritize other nearer-term interests over progressing toward current ESG-related goals based on business strategy,
economic, regulatory, social or other factors. If the Company is unable to meet or properly report on the progress toward achieving the
ESG-related goals, it could face adverse publicity and reactions from current or potential investors, activist groups or other
stakeholders, which could result in reputational harm or other adverse effects to the Company.
-11-
Customers to whom the Company extends credit or for whom the Company guarantees loans may fail to repay the Company.
From time to time, the Company may advance funds, extend credit and lend money to certain independent retailers and guarantee loan
obligations of certain customers. The Company seeks to obtain security interest and other credit support in connection with these
arrangements, but the collateral may not be sufficient to cover the Company’s exposure. Greater than expected losses from existing or
future credit extensions, loans, guarantee commitments or sublease arrangements could negatively and materially impact the
Company’s operating results and financial condition.
Changes in geopolitical conditions may adversely affect the Company's operations.
Changes in geopolitical conditions, including known and/or developing conflicts, such as those in eastern Europe, the Middle East,
and China, could continue to disrupt supply and logistics operations and impact global margins due to increased commodity, energy,
and input costs, which could negatively impact the Company's profitability. To the extent these conflicts adversely affect the
Company's business, it may also have the effect of heightening other risks disclosed in this document and could further materially and
adversely affect the Company's financial condition and profitability.
Threats due to the occurrence of severe weather conditions, natural disasters or other unforeseen events, all of which could become
more frequent and extreme due to climate change, could harm the Company’s business.
The Company’s business could be impacted by severe weather conditions, natural disasters, or other events, all of which could
become more frequent and extreme due to climate change. These events could affect the warehouse and transportation infrastructure
used by the Company and its vendors to supply the Company’s corporate owned retail stores, and Wholesale customers. Insurance
programs may not fully cover losses, contingency plans adopted by the Company may fail, and the damage or destruction of Company
facilities could compromise its ability to distribute products and generate sales and could increase energy costs needed to operate
impacted facilities. Additionally, risks associated with climate change also include the increased use of operational resources
associated with complying with any new climate-related legal or regulatory requirements, including mandated use of alternative energy
sources such as renewable energy or reduction of greenhouse emissions, all of which could disrupt and adversely affect the business
and profitability, financial position or cash flows. Furthermore, unseasonable weather conditions that impact growing conditions and
the availability of food could lead to increased product costs to the Company or decreased inventories, which could result in reduced
profitability and revenue.
Disease outbreaks and associated responses, may disrupt our business by increasing costs, negatively impacting our supply chain,
driving change in consumer behavior, and having an adverse impact on the Company's operations.
Disease outbreaks, such as the COVID-19 pandemic or similar communicable diseases, and responses thereto could affect our industry
and our business. Risks and uncertainties related to disease outbreaks, such as duration, concerns related to the health and safety of
our Associates and related labor impacts, costs associated with changes in demand, adverse supply chain impacts and impacts to third
parties in which the Company relies, increased labor costs, and increased or accelerated competition, or other effects, may materially
increase costs, negatively impact sales and damage the Company’s financial condition, profitability, cash flows and its liquidity
position. The significance and duration of any such impacts are not possible to predict due to the overall uncertainty associated with
any future pandemic.
The private brand program for U.S. military commissaries may be terminated or not achieve the desired results.
In December 2016, the Defense Commissary Agency ("DeCA”), which operates U.S. military commissaries worldwide, competitively
awarded to the Company the contract to support and supply products for the Agency’s private brand product program. The current
contract to provide DeCA with private branded products expires in December 2025. Private brand products had not previously been
offered in the Agency’s commissaries. The Company has invested and plans to continue to invest significant resources as it partners
with DeCA to expand this program. However, the program may not be successful, may be discontinued or DeCA may suspend,
terminate, shorten the scope or change certain terms and conditions in its agreement with SpartanNash which could have a significant
adverse impact on the Company’s profitability.
The Company expects that DeCA will face significant competition in each product category from national brands that are familiar to
consumers. If the Agency is unable to drive traffic and business at the commissaries by offering one-stop shopping for military
customers through a combination of both national and private brand offerings, then both DeCA and the Company may be unable to
achieve expected returns from this program, which could have a material adverse effect on the Company’s business and may negatively
impact DeCA's willingness to continue the program. The success of the program will depend, in part, on factors beyond the Company’s
control, including the unilateral actions of DeCA.
-12-
Impairment charges for goodwill or other long-lived assets could adversely affect the Company’s financial condition and
profitability.
The Company is required to perform an annual impairment test for goodwill and other long-lived tangible and intangible assets in the
fourth quarter of each year, or more frequently if indicators are present or changes in circumstances suggest that impairment may exist.
Testing goodwill and other 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 – for goodwill – the Company’s stock price and market capitalization. Changes in these factors, or
changes in actual performance compared with estimates of the Company’s future performance, may affect the fair value of goodwill or
other assets. This could result in the Company recording a non-cash impairment charge for goodwill or other long-lived assets in the
period the determination of impairment is made. The Company cannot accurately predict the amount or timing of potential impairments
of assets. Should the value of goodwill or other assets become impaired, the Company’s financial position and profitability may be
adversely affected.
Risks Related to the Company’s Indebtedness
The Company’s level of indebtedness could adversely affect its financial condition and its ability to raise additional capital or
obtain financing in the future, respond to business opportunities, react to changes in its business, and make required payments on
its debt.
As of December 30, 2023, the Company had outstanding indebtedness of $597.5 million (net of unamortized debt issuance costs),
primarily related to its asset-based lending facility (the "Revolving Credit Facility"). Refer to Note 6 in the accompanying notes to the
consolidated financial statements for further information. If the Company is not able to generate cash flow from operations sufficient to
service its debt, it may need to refinance its debt, dispose of assets or issue equity to obtain necessary funds. The Company may not
be able to take any of such actions on a timely basis, on satisfactory terms or at all.
Indebtedness could have significant consequences, including the following:
•reduced ability to execute the Company’s growth strategy, including merger and acquisition opportunities;
•reduced ability to invest in the Company, which may place it at a competitive disadvantage;
•increased vulnerability to adverse economic and industry conditions;
•exposure to interest rate increases;
•reduced cash flow available for other purposes; or
•limited ability to borrow additional funds for working capital, capital expenditures and other investments.
The Company’s level of indebtedness may further increase from time to time. Although the Company’s agreements governing
indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant
qualifications and exceptions and, under certain circumstances, the amount of indebtedness, including secured debt, that could be
incurred in compliance with these restrictions could be substantial. Incurring substantial additional indebtedness could further
exacerbate the risks associated with the Company’s level of indebtedness.
The Company is exposed to interest rate risk due to the variable rates on its indebtedness, which may increase debt service
obligations if interest rates rise.
The Company’s borrowings under the Revolving Credit Facility bear interest at variable rates and expose it to interest rate risk. The
Company may not be able to accurately predict changes in interest rates or mitigate their impact. If interest rates increase, debt service
obligations on the variable rate indebtedness would increase even though the amount borrowed remains the same and the Company’s
profitability would decrease. Before consideration of hedging instruments, a hypothetical 0.50% increase in rates applicable to
borrowings under the Revolving Credit Facility as of December 30, 2023 would increase interest expense related to such debt by
approximately $2.6 million per year.
Covenants in its debt agreements restrict the Company’s operational flexibility.
The agreements governing the Revolving Credit Facility contain usual and customary restrictive covenants relating to the management
and operation of the Company, including restrictions on its ability to borrow, pay dividends, or consummate certain transactions.
These covenants may prevent the Company from taking actions that it believes would be in the best interest of the business and may
make it difficult for the Company to successfully execute its business strategy and transformation initiatives or effectively compete with
companies that are not similarly restricted. The Company may also incur future debt obligations that might subject it to additional
restrictive and financial covenants that could affect financial and operational flexibility. The Company may not be granted waivers of or
amendments to these agreements if for any reason it is unable to comply with them, or the Company may not be able to refinance its
debt on acceptable terms or at all. In addition, failure to comply with the covenants in the Company’s debt agreements could result in
all of its indebtedness becoming immediately due and payable.
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Legal, Regulatory and Legislative Risks
Changes in government regulations may have a material adverse effect on financial results.
The Company operates in highly regulated environments. The products it distributes and sells through retail stores are subject to
inspection and regulatory action by the United States Food and Drug Administration. Our warehouses and distribution centers are
subject to inspection by the United States Department of Agriculture, the United States Department of Labor Occupational and Health
Administration, and various state health and workplace safety authorities, and our logistics operations are subject to regulation by the
United States Department of Transportation and the United States Federal Highway Administration. The Company is also subject to
the international regulations of the European Union’s Import Control System for export shipments that are ultimately made to non-
domestic commissaries. Moreover, as a federal contractor, the Company must develop and maintain Affirmative Action Programs under
the Rehabilitation Act, as enforced by the Office of Federal Contract and Compliance Programs, which may cause the Company to incur
significant reputational and monetary damages for alleged discrimination in employment practices. In addition, there are various other
international, U.S. federal, state and local laws, regulations and administrative practices to which the Company is subject, which require
us to comply with numerous provisions regulating areas such as environmental, health and sanitation standards, food safety,
marketing of natural or organically produced food, facilities, pharmacies, equal employment opportunity, public accessibility, employee
benefits, wages and hours worked and licensing for the sale of food, drugs, tobacco and alcoholic beverages, among others. Changes
in federal, state or local minimum wages and overtime laws, federal tax laws, or employee paid leave laws could result in the Company
incurring significant labor costs which could have material adverse effects on the Company’s financial position and profitability. The
Company employs hourly Associates who are compensated at an hourly rate lower than $15.00. If minimum wage rates increase, the
Company would have to increase the wages of Associates who fall below the new minimum and may need to increase the wages of
Associates in close proximity above the new minimum to address wage compression. In addition, changes in federal tax regulations
may result in significant increases in the Company’s current and deferred tax liabilities, and may include changes in federal tax rates and
the deductibility of certain costs. Failure to comply with existing or new laws or regulations could result in significant damages,
penalties and/or litigation costs for the Company.
A number of the Company’s Associates are covered by collective bargaining agreements, and unions may attempt to organize
additional Associates.
Approximately 7% of the Company’s Associates are covered by collective bargaining agreements ("CBAs”) which expire between
January 2025 and February 2027. The Company expects that rising healthcare, pension and other employee benefit costs, among other
issues, will continue to be important topics of negotiation with the labor unions. Upon the expiration of the Company’s CBAs, work
stoppages by the affected workers could occur if the Company is unable to negotiate an acceptable contract with the labor unions.
This could significantly disrupt the Company’s operations.
Further, if the Company is unable to control healthcare and pension costs provided for in the CBAs, the Company may experience
increased operating costs and an adverse impact on future profitability.
The Company may continue to see additional union organizing campaigns. The potential for unionization could increase as any new
related legislation or regulations are passed. The Company respects its Associates’ right to unionize or not to unionize. However, the
unionization of a significant portion of the Company’s workforce could increase the Company’s overall costs at the affected locations
and adversely affect its flexibility to run its business in the most efficient manner to remain competitive or acquire new businesses and
could adversely affect its profitability by increasing its labor costs or otherwise restricting its ability to maximize the efficiency of its
operations.
The Company’s Wholesale segment is dependent upon domestic and international military operations. A change in the military
commissary system, including its supply chain, or a change in the level of governmental funding, could negatively impact the
Company’s business.
Because the Company’s Wholesale segment sells and distributes grocery products to military commissaries and exchanges in the
United States and overseas, any material changes in the commissary system, the level of governmental funding to DeCA, military
staffing levels, locations of bases, or DeCA’s supply chain may have a corresponding impact on the sales and operating performance
of this segment. These changes could include privatization of some or all of the military commissary system, relocation or consolidation
of commissaries and exchanges, base closings, troop redeployments or consolidations in the geographic areas containing commissaries
and exchanges served by the Company, a change by DeCA to a self-distribution model, or a reduction in the number of persons having
access to the commissaries and exchanges. Mandated reductions in the government expenditures, including those imposed as a result
of a sequestration, may impact the level of funding to DeCA and could have a material impact on the Company’s operations. If DeCA
were to make material changes to its supply chain model, for example by limiting distribution authorization, then the Company’s
Wholesale segment could be affected.
-14-
Product recalls or other safety concerns regarding the Company’s products could harm the Company’s reputation as well as
increase its costs.
The Company faces risks related to the safety of the food products that it distributes or sells. It may need to recall such products for
actual or alleged contamination, adulteration, mislabeling, or other safety concerns. The Company distributes fresh fruits and
vegetables, as well as other fresh prepared foods. These products, and other food products that the Company sells, are at risk of
contamination by disease-causing organisms such as Salmonella, E. coli, and others. These pathogens are generally found in nature,
and as a result, there is a risk that they could be present in the products distributed or sold by the Company. The Company typically
has little control over proper food handling before the Company’s receipt of the product or once the product has been delivered to the
Company's retail customers. Recall costs can be material. A widespread product recall could result in significant losses due to the
administrative costs of a recall, the destruction of inventory, and lost sales. Recalls and other food safety concerns can also result in
adverse publicity, damage to the Company’s reputation, and a loss of confidence in the safety and quality of its products. Customers
may avoid purchasing certain products from the Company, or may seek alternative sources of supply for some or all of their food
needs, even if the basis for concern is outside of the Company’s control. Any loss of confidence on the part of the Company’s
customers would be difficult and costly to overcome. Any real or perceived issue regarding the safety of any food or drug items sold
by the Company, regardless of the cause, could have a substantial and adverse effect on the Company’s business.
Costs related to multi-employer pension plans could increase.
The Company contributes to the Central States Southeast and Southwest Pension Fund (the "Central States Plan” or the "Plan”), a
multi-employer pension plan, based on obligations arising from its CBAs with Teamsters locals 406 and 908. SpartanNash does not
administer or control this Plan, and the Company does not have control over the level of contributions the Company is required to
make. Benefit levels and related issues may continue to create collective bargaining challenges. The amount of any increase or decrease
in its required contributions to this Plan will depend upon the outcome of collective bargaining, the actions taken by the trustees who
manage the Plan, governmental regulations, actual return on investment of Plan assets, the continued viability and contributions of
other contributing employers, and the potential payment of withdrawal liability should the Company choose to exit a geographic area,
among other factors. Costs related to multi-employer pension plans could increase and adversely affect the Company’s financial
conditions and results of operation.
Refer to Note 9 in the accompanying notes to the consolidated financial statements for further information.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Management's Role
The Information Security function is led by the Chief Information Security Officer (CISO), under the direction of the Chief Information
Officer (CIO). The Company’s CISO, who was appointed in August 2021, has over 20 years of experience within information security
and is both a Certified Information Security Manager and a Certified Information Systems Auditor. Key responsibilities of the
Information Security function include developing cybersecurity strategies; managing cybersecurity governance; performing
cybersecurity risk assessments; ensuring compliance with security standards and regulatory requirements; managing identity and
access; monitoring cybersecurity threats; validating cybersecurity alerts; preparing for and responding to cybersecurity incidents;
business continuity and disaster recovery plans; and creating security awareness through periodic trainings of both Company
leadership and Associates. The CIO, CISO and the Company’s Chief Legal Officer, who also serves as the Chief Compliance Officer,
have oversight responsibilities of the Company’s cybersecurity program.
Board Oversight
The Company’s Board of Directors (Board) has appointed the Audit Committee to assist the Board in fulfilling its responsibilities with
respect to the oversight of cybersecurity, data security, privacy programs, and the Company’s response to security breaches. Two
Company Directors serving on the Audit Committee completed the National Association of Corporate Directors/Carnegie Mellon CERT
cyber-risk oversight program along with required examinations and earned the CERT designation. The CISO provides quarterly updates
to the Audit Committee, which include a current evaluation of the Company’s maturity within the National Institute of Standards and
Technology (NIST) framework, including assessments against key performance indicators, updates on internal phishing campaigns,
tabletop exercises conducted at various levels of the organization, and management training. The Audit Committee also reviews reports
and recommendations from third parties periodically engaged by the Company to assess the cybersecurity control environment. In
addition, the Company’s internal audit function periodically audits elements of the security program and reports its observations to the
CISO and the Audit Committee.
-15-
Risk Management and Strategy
As a component of the Company’s overall risk management process, which is aligned with a broader Enterprise Risk Management
framework, the Company has implemented a multi-layered approach to minimize cybersecurity risk and safeguard its data. The Company
conducts cybersecurity risk assessments on a regular basis and responds to identified risk exposures by employing a combination of
risk mitigation strategies, including the adoption of cybersecurity controls and maintaining a cybersecurity insurance policy that
provides coverage for security breaches. The Company engages third party consultants periodically to evaluate elements of the
cybersecurity policy, processes, procedures and controls. The CISO and other members of the Executive Leadership Team respond to
applicable recommendations arising from the third-party consultants. In addition, the Company engages a Qualified Security Assessor
as part of the compliance requirements for Payment Card Industry (PCI). The Company also engages with a third-party risk management
provider to ensure its vendors comply with internal security and privacy requirements and that key vendors are continually monitored
for security risks. The Company’s cybersecurity governance practices are based on the Company’s common control framework which
incorporates elements from the NIST Cybersecurity Framework, the Center for Internet Security’s benchmark standards, and specific
regulatory and industry requirements including Health Insurance Portability and Accountability Act and PCI. The CISO provides at
least quarterly updates on the cybersecurity program, including the results of the cybersecurity risk assessments and the related
responses, to the Company’s Security Governance Council composed of members of the Executive Leadership Team. The Company
continually monitors cybersecurity threats and has a dedicated cybersecurity team in place to identify if any of the threats may lead to
a cybersecurity incident. In the event of such an incident, the Company will take decisive measures to thoroughly analyze, contain, and
eliminate the threat. Following an incident, a comprehensive review is performed to determine whether the incident meets qualitative or
quantitative materiality thresholds, and whether the incident warrants public disclosure.
Effect of Cybersecurity Threats
As of the effective date of this filing, the Company is currently not aware of any known or potential cybersecurity threats that are
reasonably likely to materially affect the Company’s business strategy, results of operations, or financial conditions. Although the
Company believes it has implemented sufficient security measures to protect against cyber-attacks, unknown cyber incidents could
materially disrupt the Company’s operations or compromise sensitive information.
Item 2. Properties
The following table lists the locations and approximate square footage of the distribution centers used by the Company's Wholesale
segment as of December 30, 2023. The lease expiration dates for the distribution centers primarily servicing the Wholesale segment
range from February 2025 to December 2031. The majority of these leases contain renewal options beyond these dates, if exercised.
Location
Grand Rapids, Michigan
Norfolk, Virginia
Omaha, Nebraska
Bellefontaine, Ohio
Oklahoma City, Oklahoma
Lima, Ohio
Columbus, Georgia (a)
Bloomington, Indiana
San Antonio, Texas
Fargo, North Dakota
Lumberton, North Carolina
Landover, Maryland
Severn, Maryland
Pensacola, Florida
St. Cloud, Minnesota
Sioux Falls, South Dakota
Menominee, Michigan
Bluefield, Virginia
Indianapolis, Indiana
Total Square Footage
Distribution Centers
Leased
Square Footage
Owned
—
188,093
4,384
—
—
—
478,702
—
—
158,135
386,129
368,088
363,872
—
—
79,300
—
—
—
2,026,703
1,179,582
545,073
686,783
666,045
608,543
517,552
—
471,277
461,544
288,824
—
—
—
355,900
329,046
196,114
253,021
187,531
118,497
6,865,332
Total
1,179,582
733,166
691,167
666,045
608,543
517,552
478,702
471,277
461,544
446,959
386,129
368,088
363,872
355,900
329,046
275,414
253,021
187,531
118,497
8,892,035
(a)The Columbus location requires periodic lease payments to the holder of the outstanding industrial revenue bond, which is held by
the Company. Upon expiration of the lease terms, the Company will take title to the property upon redemption of the bond.
-16-
The following table lists the Company’s retail stores, including the adjacent fuel centers of the related stores, by retail banner, number
of stores, location and approximate square footage under each banner as of December 30, 2023.
Grocery Store Retail Banner
Family Fare
Martin's Super Markets
D&W Fresh Market
VG’s Grocery
Family Fresh Market
Supermercado Nuestra
Familia
Forest Hills Foods
Dillonvale IGA
Fresh City Market
Total
Location
Number
of Stores
Square
Feet
Number
of Stores
Square
Feet
Number
of Stores
Square
Feet
Retail Segment
Leased
Owned
Total
Michigan, Minnesota, Nebraska,
North Dakota, South Dakota,
Iowa, Wisconsin
Indiana, Michigan
Michigan
Michigan
Minnesota, Nebraska,
Wisconsin
Nebraska
Michigan
Ohio
Wisconsin
82
11
8
8
3,548,492
660,228
393,586
363,117
13
9
2
1
512,961
461,727
84,458
38,012
95
4,061,453
20 1,121,955
478,044
10
401,129
9
—
—
3
173,740
3
173,740
1
22,540
2
83,279
3
105,819
2
1
1
65,209
25,627
21,470
114 5,100,269
—
—
—
—
—
—
30 1,354,177
2
1
1
65,209
25,627
21,470
144 6,454,446
The Company also owns one fuel center that is not reflected in the retail square footage above, a Family Fare Quick Stop in Michigan
that is not included with a corporate owned retail store but is adjacent to the Company’s corporate headquarters. Also not reflected in
the retail square footage above are three pharmacies not associated with corporate-owned retail locations, located in Iowa, Michigan,
and Wisconsin as well as certain properties used to facilitate the stock and transfer of goods between retail stores.
The Company’s headquarters is located in Grand Rapids, Michigan. The Company maintains offices in multiple states consisting of
approximately 224,000 square feet in Company-owned buildings and 24,000 square feet in leased facilities. The Company also leases
two additional off-site storage facilities consisting of approximately 50,000 square feet. The Company owns and leases to independent
retailers eight stores totaling approximately 372,000 square feet and owns and leases to third parties one warehouse of approximately
422,000 square feet and office space totaling 109,000 square feet.
The Company believes that its properties are generally well maintained and in good operating condition, have sufficient capacity, and
are suitable and adequate to carry on its business as currently conducted.
Item 3. Legal Proceedings
From time-to-time, the Company is engaged 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. Additionally,
various lawsuits and claims, arising in the ordinary course of business, are pending or have been asserted against the Company. While
the ultimate effect of such actions, lawsuits and claims cannot be predicted with certainty, management believes that their outcome will
not result in a material adverse effect on the Company’s consolidated financial position, operating results or liquidity. Legal
proceedings, various lawsuits, claims, and other matters are more fully described in Note 9, in the notes to consolidated financial
statements, which is herein incorporated by reference.
Item 4. Mine Safety Disclosures
Not Applicable.
-17-
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
SpartanNash common stock is traded on the Nasdaq Global Select Market under the trading symbol "SPTN.”
As of February 26, 2024, there were approximately 1,200 shareholders of record of SpartanNash common stock.
On February 24, 2022, the Board of Directors authorized the repurchase of common shares in connection with a $50 million program,
which expires on February 22, 2027. As of December 30, 2023, $25.4 million remains available for share repurchases under the program.
The Company plans to return value to shareholders through share repurchases under this program as well as continuing regular
dividends.
In 2023, 2022, and 2021 the Company repurchased 765,194, 1,046,538, and 265,000 shares of common stock for approximately $18.6
million, $32.5 million and $5.3 million, respectively.
Repurchases of common stock includes shares submitted for cancellation to satisfy tax withholding obligations that occur upon the
vesting of the restricted shares. The value of the shares delivered or withheld is determined by the applicable stock compensation plan.
The following table provides information regarding SpartanNash's purchases of its own common stock during the 12-week period
ended December 30, 2023.
Fiscal Period
October 8 - November 4, 2023
Employee Transactions
Repurchase Program
November 5 - December 2, 2023
Employee Transactions
Repurchase Program
December 3 - December 30, 2023
Employee Transactions
Repurchase Program
Total for quarter ended December 30, 2023
Employee Transactions
Repurchase Program
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs
Maximum
Dollar Value of
Shares Yet to be
Purchased
Under the Plans
or Programs
(in thousands)
— $
— $
118 $
— $
— $
— $
118 $
— $
—
—
21.50
—
—
—
21.50
—
N/A
— $
N/A
— $
N/A
— $
N/A
— $
N/A
25,399
N/A
25,399
N/A
25,399
N/A
25,399
-18-
Performance Graph
Set forth below is a graph comparing the cumulative total shareholder return on SpartanNash common stock to that of the S&P
SmallCap 600 Food Distributors Index and the S&P SmallCap 600 Index, over a period beginning December 29, 2018 and ending on
December 30, 2023.
Cumulative total return is measured by the sum of (1) the cumulative amount of dividends for the measurement period, assuming
dividend reinvestment, and (2) the difference between the share price at the end and the beginning of the measurement period, divided
by the share price at the beginning of the measurement period.
The dollar values for total shareholder return plotted above are shown in the table below:
December 29, December 28,
January 2,
January 1,
2018
2019
2021
2022
December
31,
2022
December
30,
2023
SpartanNash
S&P SmallCap 600
S&P SmallCap 600 Food Distributors
$
100.00 $
100.00
100.00
88.50 $
123.12
95.27
114.57 $
137.42
106.22
175.92 $
174.27
205.33
212.19 $
146.22
188.73
167.22
169.69
156.41
The information set forth under the Heading "Performance Graph” shall not be deemed to be "soliciting material” or to be "filed” with
the Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act, except to the extent that the
registrant specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a
filing under the Securities Act or the Exchange Act.
Item 6. Reserved
-19-
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
About SpartanNash
SpartanNash, headquartered in Grand Rapids, Michigan, is a food solutions company that delivers the ingredients for a better life. As a
distributor, wholesaler and retailer with a global supply chain network, SpartanNash customers span a diverse group of national
accounts, independent and chain retailers, e-commerce retailers, U.S. military commissaries and exchanges, and its corporate-owned
retail stores, pharmacies and fuel centers. SpartanNash distributes grocery and household goods, including fresh produce and its Our
Family private label brand, to locations in all 50 states. The Company's two reportable segments, Wholesale and Retail, are two distinct
businesses, each with a different customer base, management structure, and basis for determining budgets, forecasts, and
compensation. Where applicable, segment financial information for the comparative prior year periods within this report has been recast
to reflect the Company's current reportable segment structure.
Overview of 2023
In a challenging macroeconomic environment, the Company has continued to execute on Our Winning Recipe, which continued to
support strong financial results in fiscal 2023. The plan continues to generate sustainable improvements in profitability as the Company
further optimizes its supply chain network, improves value for its customers through stronger vendor relationships, and captures
additional benefits, while providing exceptional customer service and additional offerings. The Company’s 2023 highlights include:
Wholesale
•Wholesale segment net sales increased $74.0 million compared to the prior year due primarily to the inflationary impact on pricing,
partially offset by lower unit volumes.
•Wholesale segment operating earnings of $87.7 million increased $32.6 million compared to $55.1 million in the prior year. Adjusted
EBITDA of $177.9 million increased $12.0 million compared to $165.9 million in the prior year.
Retail
•Retail comparable store sales increased 2.0% compared to the prior year due primarily to the inflationary impact on pricing, partially
offset by lower unit volumes.
•Retail segment operating earnings of $19.0 million increased $5.6 million compared to $13.4 million in the prior year. Adjusted
EBITDA of $79.5 million increased $2.5 million compared to $77.0 million in the prior year.
Other Highlights
•The supply chain and merchandising transformation initiatives drove approximately $26 million and $29 million in benefits in 2023,
respectively. Since launching the transformation work, the Company has improved its throughput(1) rate by double digits, passed
along significant benefits to its customers through the Enhanced Category Planning program, and captured $80 million in total gross
benefits since 2022. These benefits helped to offset broader industry headwinds which impacted volume and profitability throughout
the year.
•During 2023, the Company returned $48.2 million to shareholders through $29.7 million in cash dividends, or $0.86 per common share,
and $18.6 million in share repurchases. In addition, the Company generated net cash from operating activities of $89.3 million in 2023.
•The Company reported earnings from continuing operations for the fiscal year of $52.2 million, compared to $34.5 million in the prior
year. The Company reported adjusted EBITDA for the fiscal year of $257.4 million, compared to $242.9 million in the prior year.
(1)As a means of evaluating warehouse efficiency, the Company calculates the throughput rate as cases shipped divided by warehouse labor hours worked, excluding salaried hours
Results of Operations
The current year results of operations are presented in comparison to the prior year within the section below. For a discussion of the
results of fiscal 2022 operations in comparison to fiscal 2021, refer to the Management’s Discussion and Analysis of Financial
Condition and Results of Operations within the prior year Annual Report on Form 10-K.
The Company believes that certain known or anticipated trends may cause future results to vary from historical results. The Company
believes certain initiatives including both the supply chain and merchandising transformations, as well as plans to gain market share in
both the Retail and Wholesale segments will favorably impact future results. The Company anticipates that additional investments in
capital expenditures will be necessary to support these and other programs. Offsetting the Company’s expectations of favorable future
results are macroeconomic headwinds including changes in consumer demand driven by inflation, elevated interest rates, and the
reduction in government food assistance programs. The Company will also be exposed to other general commodity price changes such
as utilities, insurance and fuel costs.
-20-
The following table sets forth items from the Company’s consolidated statements of earnings as a percentage of net sales and the
percentage change from the preceding year:
Net sales
Gross profit
Selling, general and administrative
Paid time off transition adjustment
Acquisition and integration, net
Restructuring and asset impairment, net
Operating earnings
Other expenses, net
Earnings before income taxes
Income tax expense
Net earnings
Note: Certain totals do not sum due to rounding.
** Not meaningful
Percentage of Net Sales
2023
2022
2021
Percentage
Change
2023 vs 2022
100.0
15.3
14.0
—
0.0
0.1
1.1
0.4
0.7
0.2
0.5
100.0
15.5
14.8
—
0.0
0.0
0.7
0.2
0.5
0.1
0.4
100.0
15.7
14.7
(0.2)
0.0
0.0
1.3
0.2
1.1
0.3
0.8
0.9
(0.8)
(4.3)
**
**
**
55.7
69.2
49.5
44.3
51.3
Net Sales – The following table presents net sales by segment and variances in net sales between fiscal 2023 and fiscal 2022:
Percentage
of
Total
Percentage
of
Total
Percentage
(In thousands)
Wholesale
Retail
Net sales
$
$
2023
6,919,217
2,810,002
9,729,219
Net Sales
2022
Net Sales
Variance
Change
71.1 % $ 6,845,236
28.9
2,797,864
100.0 % $ 9,643,100
71.0 % $
29.0
100.0 % $
73,981
12,138
86,119
1.1 %
0.4
0.9 %
Net sales increased $86.1 million, or 0.9%, to $9.73 billion in 2023 compared to $9.64 billion in 2022. The increase was attributable to
increases in net sales in both the Wholesale and Retail segments, which were favorably impacted by higher pricing from inflationary
trends and partially offset by lower volumes.
Wholesale net sales increased $74.0 million, or 1.1%, to $6.92 billion in 2023 compared to $6.85 billion in the prior year. The increase in
net sales was due primarily to the inflationary impact on pricing, in addition to the acquisition of Great Lakes Foods in December 2022,
which contributed $73.6 million of additional net sales in 2023. The increase in net sales was partially offset by lower case volumes due,
in large part, to marketplace demand changes from a certain national account customer. Overall, case volumes for the segment were
down 4.5% in the current year.
Retail net sales increased $12.1 million, or 0.4% to $2.81 billion in 2023 compared to $2.80 billion in the prior year. Comparable store sales
increased 2.0% in the current year. The increase in net sales was primarily due to inflationary pricing, offset by a 6.4% decline in unit
volumes in the current year. Additionally, lower fuel sales reduced reported net sales by 1.3% in the current year. The Company defines
a retail store as comparable when it is in operation for 14 accounting periods (a period equals four weeks), regardless of remodels,
expansions, or relocated stores. Sales are compared to the same store’s operations from the prior year period for purposes of
calculation of comparable store sales. Fuel is excluded from the comparable sales calculation due to volatility in price. Comparable store
sales is a widely used metric among retailers, which is useful to management and investors to assess performance. The Company’s
definition of comparable store sales may differ from similarly titled measures at other companies.
Gross Profit – Gross profit represents net sales less cost of sales, which is described in further detail within Note 1, in the notes to the
consolidated financial statements. Gross profit decreased $11.9 million, or 0.8%, to $1.49 billion in the current year compared to $1.50
billion in the prior year primarily due to lower volumes. As a percent of net sales, gross profit decreased from 15.5% to 15.3% primarily
due to lower inflation-related price change benefits in the Wholesale segment compared to elevated levels in the prior year, partially
offset by benefits realized from the merchandising transformation initiative and lower LIFO expense. LIFO expense decreased $40.7
million, or 42 basis points, compared to the prior year due to a significant decrease in inflation trends by the end of 2023.
Selling, General and Administrative Expenses – Selling, general and administrative ("SG&A”) expenses consist primarily of operating
costs related to retail and supply chain operations, including salaries and wages, employee benefits, facility costs, shipping and
handling, equipment rental, depreciation, and out-bound freight, in addition to corporate administrative expenses. SG&A expenses
decreased $61.5 million, or 4.3%, to $1.37 billion in the current year from $1.43 billion in the prior year. As a percent of net sales, SG&A
expenses decreased from 14.8% to 14.0% primarily due to lower incentive compensation expense compared to the prior year, a reduction
in the supply chain expense rates as a result of efficiencies realized from the Company's supply chain transformation initiative, and
cycling costs related to shareholder activism in the prior year. These decreases were partially offset by organizational realignment costs
in the current year related to the previously announced go-to-market plan.
-21-
Acquisition and Integration, net – Acquisition and integration, net was $3.4 million in the current year compared to $0.3 million in the
prior year. Current year activity includes fees associated with due diligence activities, purchase agreement negotiation and strategic
advice within the Retail segment, as well as incremental costs of integration related to an acquired business in the Wholesale segment.
Prior year expense primarily related to acquisitions in both the Retail and Wholesale segments, partially offset by the reversal of a
litigation accrual, which was initially established at the time of the Martin's Super Markets acquisition.
Restructuring and Asset Impairment, net – In the current year, $9.2 million of net restructuring and asset impairment charges were
incurred. The charges were largely composed of $8.0 million of asset impairment charges in the Wholesale segment related to initiatives
associated with continued supply chain network optimization in response to customer demand changes. Additional asset impairment
charges of $3.7 million in the current year were related to two store closures in the Retail segment and impairment losses related to a
distribution location that sustained storm damage in the Wholesale segment. These charges were partially offset by $2.6 million of
gains on sales of assets in the current year primarily related to the sale of a store within the Retail segment. Prior year results included
$0.8 million of net restructuring and asset impairment charges, which were largely composed of $5.1 million of asset impairment charges
in the Retail segment, which primarily relate to restructuring of the segment's e-commerce delivery model, and $1.8 million of provisions
for closing charges associated with lease ancillary costs. These charges in the current year were mostly offset by $6.3 million gain on
sales of real property of previously closed locations within the Wholesale and Retail segments.
Operating Earnings – The following table presents operating earnings by segment and variances in operating earnings:
(In thousands)
Wholesale
Retail
Operating earnings
Percentage of
2023
Net Sales
2022
Percentage of
Net Sales
Variance
Change in
Percentage of
Net Sales
$
$
87,701
19,011
106,712
1.3 % $
0.7
1.1 % $
55,137
13,407
68,544
0.8 % $
0.5
0.7 % $
32,564
5,604
38,168
0.5 %
0.2
0.4 %
The Company reported operating earnings of $106.7 million in the current year compared to $68.5 million in the prior year. The increase
of $38.2 million, or 55.7%, was attributable to changes in net sales, gross profit and operating expenses discussed above.
Wholesale operating earnings increased $32.6 million, or 59.1%, to $87.7 million in the current year from $55.1 million in the prior year.
The increase was primarily attributable to efficiencies realized from the Company's supply chain transformation initiative, lower
incentive compensation, lower LIFO expense, and benefits realized from the merchandising transformation initiative. The increases in
operating earnings were partially offset by a decline in unit volume, the anticipated lower inflation related price change benefits
compared to elevated levels in the prior year, and increased restructuring and asset impairment charges.
Retail operating earnings increased $5.6 million, or 41.8%, to $19.0 million in the current year compared to $13.4 million in the prior year.
The increase in operating earnings was due to lower incentive compensation and reduced asset impairment and restructuring charges,
partially offset by a decline in unit volume, greater investments in store wages, and an increase in acquisition and integration costs.
Interest Expense – Interest expense increased $17.1 million, or 75.0%, to $39.9 million in the current year from $22.8 million in the prior
year primarily due to rising interest rates. Higher interest rates on the Company's credit facility were driven by federal monetary policy
tightening and accounted for approximately $13.3 million of the increase in interest expense in the current year. The weighted average
interest rate for all borrowings, including loan fee amortization increased 2.38% to 7.03% in 2023, compared to 4.65% in 2022. The total
debt balance increased $93.9 million to $597.5 million in 2023, compared to $503.6 million in 2022.
Income Taxes – The Company’s effective income tax rates were 25.5% and 26.4% for 2023 and 2022, respectively. The differences from
the federal statutory rate in the current year were primarily due to state taxes and non-deductible expenses, partially offset by benefits
associated with federal tax credits, discrete benefits due to a changes in tax contingencies, and discrete benefits related to stock
compensation. In the prior year, the difference from the federal statutory rate was primarily due to state taxes, and non-deductible
expenses, partially offset by tax benefits associated with federal tax credits and discrete tax benefits related to stock compensation.
-22-
Non-GAAP Financial Measures
In addition to reporting financial results in accordance with accounting principles generally accepted in the United States of America
("GAAP”), the Company also provides information regarding adjusted operating earnings, adjusted earnings from continuing
operations, as well as per diluted share ("adjusted EPS"), net long-term debt to total capital, and adjusted earnings before interest,
taxes, depreciation and amortization ("adjusted EBITDA”). These are non-GAAP financial measures, as defined below, and are used by
management to allocate resources, assess performance against its peers and evaluate overall performance. The Company believes these
measures provide useful information for both management and its investors. The Company believes these non-GAAP measures are
useful to investors because they provide additional understanding of the trends and special circumstances that affect its business.
These measures provide useful supplemental information that helps investors to establish a basis for expected performance and the
ability to evaluate actual results against that expectation. The measures, when considered in connection with GAAP results, can be
used to assess the overall performance of the Company as well as assess the Company’s performance against its peers. These
measures are also used as a basis for certain compensation programs sponsored by the Company. In addition, securities analysts, fund
managers and other shareholders and stakeholders that communicate with the Company request its financial results in these adjusted
formats.
Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other
items, LIFO expense, organizational realignment, severance associated with cost reduction initiatives, a non-routine settlement related
to a legal matter resulting from a previously closed operation that was resolved during the year and operating and non-operating costs
associated with the postretirement plan amendment and settlement. Current year organizational realignment includes consulting and
severance costs associated with the Company's change in its go-to-market strategy as part of its long-term plan, which relates to the
reorganization of certain functions. Costs related to the postretirement plan amendment and settlement include non-operating expenses
associated with recognition of plan settlement losses and amortization of the prior service credit related to the amendment of the retiree
medical plan, which are adjusted out of adjusted earnings from continuing operations. Postretirement plan amendment and settlement
costs also include operating expenses related to payroll taxes which are adjusted out of all non-GAAP financial measures. Each of the
adjusted items are considered "non-operational” or "non-core” in nature.
Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other
items, LIFO expense, costs related to shareholder activism, operating and non-operating costs associated with the postretirement plan
amendment and settlement, non-operating costs associated with the write off of certain unamortized deferred financing costs related to
the debt modification, organizational realignment, and severance associated with cost reduction initiatives. Costs related to shareholder
activism include consulting, legal and other expenses incurred in relation to shareholder activism activities. Costs related to the
postretirement plan amendment and settlement include non-operating expenses associated with recognition of plan settlement losses
and amortization of the prior service credit related to the amendment of the retiree medical plan, which are adjusted out of adjusted
earnings from continuing operations. Postretirement plan amendment and settlement costs also include operating expenses related to
payroll taxes which are adjusted out of all non-GAAP financial measures. Prior year organizational realignment includes benefits for
associates terminated as part of leadership transition plans, which do not meet the definition of a reduction-in-force. Each of the
adjusted items are considered "non-operational” or "non-core” in nature.
In 2021, adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA also exclude the transition
impact of a new paid time off plan, which is not expected to recur in the foreseeable future. Each of the adjusted 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 2023, 2022 and 2021.
(In thousands)
Operating earnings
Adjustments:
LIFO expense
Acquisition and integration, net
Restructuring and asset impairment, net
Organizational realignment, net
Severance associated with cost reduction initiatives
Legal settlement
Postretirement plan amendment and settlement
Costs related to shareholder activism
Paid time off transition adjustment
Adjusted operating earnings
Wholesale:
Operating earnings
Adjustments:
LIFO expense
Acquisition and integration, net
Restructuring and asset impairment, net
Organizational realignment, net
Severance associated with cost reduction initiatives
Legal settlement
Postretirement plan amendment and settlement
Costs related to shareholder activism
Paid time off transition adjustment
Adjusted operating earnings
Retail:
Operating earnings
Adjustments:
LIFO expense
Acquisition and integration, net
Restructuring and asset impairment, net
Organizational realignment, net
Severance associated with cost reduction initiatives
Postretirement plan amendment and settlement
Costs related to shareholder activism
Paid time off transition adjustment
Adjusted operating earnings
Adjusted Earnings from Continuing Operations
2023
2022
2021
$
106,712
$
68,544
$
112,200
16,104
3,416
9,190
5,239
318
900
94
—
—
141,973
$
56,823
343
805
1,859
831
—
133
7,335
—
136,673
$
18,652
708
2,886
589
423
—
—
—
(21,371)
114,087
87,701
$
55,137
$
45,229
12,388
216
8,548
3,269
303
900
59
—
—
113,384
$
48,282
239
(2,363)
1,160
689
—
83
4,577
—
107,804
$
15,755
—
427
374
310
—
—
—
(10,041)
52,054
19,011
$
13,407
$
66,971
3,716
3,200
642
1,970
15
35
—
—
28,589
$
8,541
104
3,168
699
142
50
2,758
—
28,869
$
2,897
708
2,459
215
113
—
—
(11,330)
62,033
$
$
$
$
$
Adjusted earnings from continuing operations, as well as per diluted share ("adjusted EPS"), is a non-GAAP operating financial
measure that the Company defines as net earnings plus or minus adjustments for items that do not reflect the ongoing operating
activities of the Company and costs associated with the closing of operational locations.
The Company believes that adjusted earnings from continuing operations provide a meaningful representation of its operating
performance for the Company. The Company considers adjusted earnings from continuing operations as an additional way to measure
operating performance on an ongoing basis. Adjusted earnings from continuing operations is meant to reflect the ongoing operating
performance of all of its distribution and retail operations; consequently, it excludes the impact of items that could be considered "non-
operating” or "non-core” in nature, and excludes the contributions of activities classified as discontinued operations. Because adjusted
earnings from continuing operations is a performance measure that management uses to allocate resources, assess performance against
its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors.
In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request
its operating financial results in adjusted earnings from continuing operations format.
Adjusted earnings from continuing operations is not a measure of performance under GAAP and should not be considered as a
substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s
definition of adjusted earnings from continuing operations may not be identical to similarly titled measures reported by other
companies.
-24-
Following is a reconciliation of net earnings to adjusted earnings from continuing operations for 2023, 2022 and 2021.
2023
2022
2021
(In thousands, except per share data)
Net earnings
Adjustments:
LIFO expense
Acquisition and integration, net
Restructuring and asset impairment, net
Organizational realignment, net
Severance associated with cost reduction
initiatives
Pension refund from annuity provider
Legal settlement
Postretirement plan amendment and settlement
Costs related to shareholder activism
Paid time off transition adjustment
Write off of deferred financing costs
Total adjustments
Income tax effect on adjustments (a)
Total adjustments, net of taxes
Adjusted earnings from continuing operations
$
per
diluted
share
per
diluted
share
Earnings
$
52,237 $
Earnings
1.50 $ 34,518 $
Earnings
0.95 $ 73,751 $
per diluted
16,104
3,416
9,190
5,239
318
—
900
(3,174)
—
—
—
31,993
(8,218)
23,775
76,012 $
56,823
343
805
1,859
18,652
708
2,886
589
831
(200)
—
(776)
7,335
—
236
67,256
(17,083)
50,173
0.68
2.18 $ 84,691 $
423
—
—
—
—
(21,371)
—
1,887
(737)
1,150
1.38
2.33 $ 74,901 $
share
2.05
0.03
2.08
(a)The income tax effect on adjustments is computed by applying the applicable tax rate to the adjustments.
Adjusted EBITDA
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("adjusted EBITDA”) is a non-GAAP operating financial
measure that the Company defines as net earnings plus interest, discontinued operations, depreciation and amortization, and other
non-cash items including share-based payments (equity awards measured in accordance with ASC 718, Stock Compensation, which
include both stock-based compensation to employees and stock warrants issued to non-employees) and the LIFO provision, as well as
adjustments for items that do not reflect the ongoing operating activities of the Company.
The Company believes that adjusted EBITDA provides a meaningful representation of its operating performance for the Company and
for its operating segments. The Company considers adjusted EBITDA as an additional way to measure operating performance on an
ongoing basis. Adjusted EBITDA is meant to reflect the ongoing operating performance of all of its distribution and retail operations;
consequently, it excludes the impact of items that could be considered "non-operating” or "non-core” in nature, and also excludes the
contributions of activities classified as discontinued operations. Because adjusted EBITDA and adjusted EBITDA by segment are
performance measures that management uses to allocate resources, assess performance against its peers and evaluate overall
performance, the Company believes it provides useful information for both management and its investors. In addition, securities
analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial
results in adjusted EBITDA format.
Adjusted EBITDA and adjusted EBITDA by segment are not measures of performance under GAAP and should not be considered as a
substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s
definitions of adjusted EBITDA and adjusted EBITDA by segment may not be identical to similarly titled measures reported by other
companies.
-25-
Following is a reconciliation of net earnings to adjusted EBITDA for 2023, 2022 and 2021.
(In thousands)
Net earnings
Income tax expense
Other expenses, net
Operating earnings
Adjustments:
LIFO expense
Depreciation and amortization
Acquisition and integration, net
Restructuring and asset impairment, net
Cloud computing amortization
Organizational realignment, net
Severance associated with cost reduction initiatives
Stock-based compensation
Stock warrant
Non-cash rent
Loss (gain) on disposal of assets
Legal settlement
Postretirement plan amendment and settlement
Costs related to shareholder activism
Paid time off transition adjustment
Adjusted EBITDA
Wholesale:
Operating earnings
Adjustments:
LIFO expense
Depreciation and amortization
Acquisition and integration, net
Restructuring and asset impairment, net
Cloud computing amortization
Organizational realignment, net
Severance associated with cost reduction initiatives
Stock-based compensation
Stock warrant
Non-cash rent
(Gain) loss on disposal of assets
Legal settlement
Postretirement plan amendment and settlement
Costs related to shareholder activism
Paid time off transition adjustment
Adjusted EBITDA
Retail:
Operating earnings
Adjustments:
LIFO expense
Depreciation and amortization
Acquisition and integration, net
Restructuring and asset impairment, net
Cloud computing amortization
Organizational realignment, net
Severance associated with cost reduction initiatives
Stock-based compensation
Non-cash rent
Loss (gain) on disposal of assets
Postretirement plan amendment and settlement
Costs related to shareholder activism
Paid time off transition adjustment
Adjusted EBITDA
-26-
2023
2022
2021
52,237 $
17,888
36,587
106,712
16,104
98,639
3,416
9,190
5,034
5,239
318
12,536
1,559
(2,599)
259
900
94
—
—
257,401 $
34,518 $
12,397
21,629
68,544
56,823
94,180
343
805
3,650
1,859
831
8,589
2,158
(3,444)
1,073
—
133
7,335
—
242,879 $
73,751
24,906
13,543
112,200
18,652
92,711
708
2,886
2,140
589
423
6,975
1,958
(4,059)
(106)
—
—
—
(21,371)
213,706
87,701 $
55,137 $
45,229
12,388
51,535
216
8,548
3,414
3,269
303
8,216
1,559
(134)
(83)
900
59
—
—
177,891 $
48,282
47,601
239
(2,363)
2,537
1,160
689
5,646
2,158
(382)
512
—
83
4,577
—
165,876 $
15,755
46,487
—
427
1,517
374
310
4,373
1,958
811
(42)
—
—
—
(10,041)
107,158
19,011 $
13,407 $
66,971
3,716
47,104
3,200
642
1,620
1,970
15
4,320
(2,465)
342
35
—
—
79,510 $
8,541
46,579
104
3,168
1,113
699
142
2,943
(3,062)
561
50
2,758
—
77,003 $
2,897
46,224
708
2,459
623
215
113
2,602
(4,870)
(64)
—
—
(11,330)
106,548
$
$
$
$
$
$
Critical Accounting Policies and Estimates
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 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. The Company believes these accounting policies, and others set forth in Note 1, in the
notes to the consolidated financial statements, 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.
An accounting estimate is considered critical if: a) it requires an accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made, and b) different estimates that reasonably could have been used, or changes
in the accounting estimates that are reasonably likely to occur periodically, could materially impact the Company’s consolidated
financial statements. The Company considers the following accounting policies to represent the more critical estimates and
assumptions used in the preparation of its consolidated financial statements:
Customer Exposure and Credit Risk
Allowance for Credit Losses. The Company evaluates the collectability of its accounts and notes receivable based on a combination of
factors. The Company estimates losses using an expected loss model, by considering both historical data and future expectations,
including collection experience, expectations for current credit risks, accounts receivable payment status, the customer’s financial
health, as well as the Company’s collateral and creditor position. The Company pools similar assets based on their credit risk
characteristics, whereby many of its trade receivables are pooled based on certain customer or aging characteristics. After assets are
pooled, an appropriate loss factor is applied based on management’s expectations. Based on the estimated loss, the Company records
an allowance to reduce the receivable to an amount the Company reasonably expects to collect. It is possible that the accuracy of the
estimation process could be materially affected by different judgments as to the collectability based on information considered and
further deterioration of accounts. If circumstances change (e.g., further evidence of material adverse creditworthiness, additional
accounts become credit risks, store closures), the Company’s estimates of the recoverability of amounts due could be reduced by a
material amount, including to zero.
Funds Advanced to Independent Retailers. From time to time, the Company may advance funds to independent retailers which are
earned by the retailers primarily through achieving specified purchase volume requirements, as outlined in their supply agreements with
the Company, or in limited instances, for remaining a SpartanNash customer for a specified time period. These advances must be repaid
if the purchase volume requirements are not met or if the retailer does not remain a customer for the specified time period. In the event
these retailers are unable to repay these advances or otherwise experience an event of default, the Company may be unable to recover
the unearned portion of the funds advanced to these independent retailers. The Company evaluates the recoverability of these
advances based on a number of factors, including anticipated and historical purchase volume, the value of any collateral, customer
financial health and other economic and industry factors, and establishes a reserve for the advances as necessary.
Guarantees of Debt Obligations of Others. The Company may guarantee debt and lease obligations of independent retailers. In the
event these retailers are unable to meet their debt service payments or otherwise experience an event of default, the Company would be
unconditionally liable for the outstanding balance of their debt, which would be due in accordance with the underlying agreements.
The Company evaluates the likelihood that funding will occur and the expected credit losses on commitments to be funded using an
expected loss model.
The Company also subleases and assigns various leases to third parties. In circumstances when the Company becomes aware of
factors that indicate deterioration in a third party’s ability to meet its financial obligations guaranteed or assigned by SpartanNash, the
Company records a specific reserve in the amount the Company reasonably believes it will be obligated to pay on the third party’s
behalf, net of any anticipated recoveries from the third party. It is possible that the accuracy of the estimation process could be
materially affected by different judgments as to the obligations based on information considered and further deterioration of accounts,
with the potential for a corresponding adverse effect on operating results and cash flows. Triggering these guarantees or obligations
under assigned leases would not, however, result in cross default of the Company’s debt, but could restrict resources available for
general business initiatives.
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill and other indefinite-lived intangible assets are tested for impairment on an annual basis (during the last quarter of the year), or
whenever events occur or circumstances change that would more likely than not indicate an impairment exists. The quantitative
impairment evaluation of these assets involves the comparison of their fair value to their carrying values.
-27-
Goodwill. The Company has two reporting units, which are the same as the Company’s reportable segments. Fair values are
determined based on the discounted cash flows and comparable market values of each reportable segment. If a reporting unit’s fair
value is less than its carrying value, an impairment charge is recognized for the amount by which the carrying value exceeds the
reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company’s goodwill
impairment analysis also includes a comparison of the estimated fair value of the enterprise as a whole to the Company’s total market
capitalization. Therefore, a significant and sustained decline in the Company’s stock price could result in goodwill impairment charges.
During times of financial market volatility, significant judgment is given to determine the underlying cause of the decline and whether
stock price declines are short-term in nature or indicative of an event or change in circumstances.
The Company estimates the fair value of the Wholesale and Retail reporting units based on the income approach using a discounted
cash flow model and also incorporates the market approach using observable comparable company information. Key assumptions used
by the Company in preparing the fair value estimate under the discounted cash flow method include:
•Weighted average cost of capital ("WACC”): The determination of the WACC incorporates current interest rates, equity risk
premiums, and other market-based expectations regarding expected investment returns. The development of the WACC requires
estimates of an equity rate of return and a debt rate of return, which are specific to the industry in which the reporting unit operates.
•Revenue growth rates: The Company develops its forecasts based on recent sales data for existing operations and other factors,
including management’s future expectations.
•Operating profits: The Company uses historical operating margins as a basis for its projections within the discounted cash flow
model. Margins within the forecast may vary due to future expectations related to both product and administrative costs.
The Company compares the results of the discounted cash flow model to observable comparable company market multiples to support
the appropriateness of the fair value estimates. The Company concludes whether the implied multiple is reasonable with respect to the
comparable company range, and whether the assumptions used in the fair value estimate are supportable.
As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of October 8, 2023, the Wholesale
and Retail reporting units had fair values that were substantially in excess of their carrying values. The Company has sufficient
available information, both current and historical, to support its assumptions, judgments and estimates used in the goodwill impairment
test; however, if actual results for the Wholesale or Retail segments are not consistent with the Company’s estimates, it could result in
the Company recording a non-cash impairment charge.
Other Indefinite-Lived Intangible Assets. The estimated fair value of these assets is computed by using a discounted cash flow
method, such as the relief-from-royalty methodology. The Company determines future cash flows generated from the use of the asset,
generally using estimated revenue growth rates and profitability rates and, in the case of the relief-from-royalty methodology, royalty
rates. Discount rates are determined based on the WACC of the reporting unit in which the asset resides, consistent with the
discussion above. There were no impairments of these assets in 2023, 2022 or 2021.
Impairment of Long-Lived Assets
Long-lived assets to be held and used are evaluated for impairment when events or circumstances indicate that the carrying amount of
an asset may not be recoverable. When the undiscounted future cash flows are not sufficient to recover an asset’s carrying amount,
the fair value is compared to the carrying value to determine the impairment loss to be recorded. Long-lived assets are evaluated at the
asset-group level, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets
and liabilities. Impairments of long-lived assets were $11.7 million, $5.1 million and $3.8 million for 2023, 2022 and 2021, respectively.
Estimates of future cash flows and expected sales prices are judgments based upon the Company’s experience and knowledge of
operations. These estimates project cash flows several years into the future and are affected by changes in the economy, the
competitive environment, real estate market conditions and inflation. If the book value of assets is determined to not be recoverable,
future cash flows for the expected useful life of the asset group are discounted using a rate based on the WACC of the reportable
segment in which the asset resides, consistent with the discussion above.
Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value, less cost to sell. Management determines
fair values using independent appraisals, quotes or expected sales prices developed by internal real estate professionals. Estimates of
expected sales prices are judgments based upon the Company’s experience, knowledge of market conditions and current offers
received. Changes in market conditions, the economic environment and other factors, including the Company’s ability to effectively
compete and react to competitor openings, can significantly impact these estimates. While the Company believes that the estimates and
assumptions underlying the valuation methodology are reasonable, different assumptions could result in a different outcome.
-28-
Insurance Reserves
SpartanNash is self-insured through self-insurance retentions or high deductible programs. Refer to Note 1, in the notes to the
consolidated financial statements for additional information related to self-insurance reserves.
Any projection of losses concerning insurance reserves is subject to a degree of variability. Among the causes of variability are
unpredictable external factors affecting future inflation rates, discount rates, litigation trends, changing regulations, legal
interpretations, benefit level changes and claim settlement patterns. Although the Company’s estimates of liabilities incurred do not
anticipate significant changes in historical trends for these variables, such changes could have a material impact on future claim costs
and currently recorded liabilities. The impact of many of these variables may be difficult to estimate.
Income Taxes
The Company reviews deferred tax assets for recoverability and evaluates whether it is more likely than not that they will be realized. In
making this evaluation, the Company considers positive and negative evidence associated with several factors, including the statutory
recovery periods for the assets, along with available sources of future taxable income, including reversals of existing taxable temporary
differences, tax planning strategies, history of taxable income or losses, and projections of future income or losses. A valuation
allowance is provided when the Company concludes, based on all available evidence, that it is more likely than not that the deferred tax
assets will not be realized during the applicable recovery period.
SpartanNash is subject to periodic audits by the Internal Revenue Service and other state and local taxing authorities. These audits
may challenge certain of the Company’s tax positions, such as the timing and amount of income credits and deductions and the
allocation of taxable income to various tax jurisdictions. The Company evaluates its tax positions and establishes liabilities in
accordance with the applicable accounting guidance on uncertainty in income taxes. These tax uncertainties are reviewed as facts and
circumstances change and are adjusted accordingly. This requires significant management judgment in estimating final outcomes.
Actual results could materially differ from these estimates and could significantly affect the Company’s effective income tax rate and
cash flows in future years.
Liquidity and Capital Resources
Cash Flow Information
The following table summarizes the Company’s consolidated statements of cash flows for 2023, 2022 and 2021:
(In thousands)
Cash flow activities
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2023
2022
2021
$
$
89,327 $
(116,517)
16,068
(11,122)
29,086
17,964 $
110,350 $
(100,948)
9,018
18,420
10,666
29,086 $
161,155
(47,978)
(122,414)
(9,237)
19,903
10,666
Net cash provided by operating activities. Net cash provided by operating activities in the current year decreased compared to the
prior year by $21.0 million, due primarily to changes in working capital.
Net cash used in investing activities. Net cash used in investing activities increased $15.6 million in 2023 compared to 2022 primarily
due to a decrease in net proceeds received from the sale of assets and an increase in capital expenditures in the current year in line with
the Company's long-term plan. The increase in cash used in investing activities was partially offset by acquisitions in both the
Wholesale and Retail segments in the prior year.
The Wholesale and Retail segments utilized 62.8% and 37.2% of capital expenditures, respectively, for the current year. Capital
expenditures for 2023 primarily related to investments in supply chain infrastructure, store remodels, IT upgrades and implementations,
and equipment upgrades. Capital expenditures were $120.3 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 $97.3 million and cloud computing
application development spend of $4.8 million in the prior year.
Net cash provided by financing activities. Net cash provided by financing activities increased $7.1 million in 2023 compared to 2022
primarily due to a decrease in share repurchases in the current year, partially offset by a lower rate of borrowing in the current year on
the Company's senior credit facility.
-29-
Debt Management
Long-term debt and finance lease liabilities, including the current portion, increased $93.9 million to $597.5 million as of December 30,
2023 from $503.6 million at December 31, 2022. The increase in total debt was driven by additional borrowings on the senior credit
facility to fund changes in working capital, purchases of property, plant and equipment, and share repurchases. The Company's
Amended and Restated Loan and Security Agreement (the "Credit Agreement") matures on November 17, 2027. In 2023, the Company
entered into amendments (the "Amendments") to the Company's Amended and Restated Loan and Security Agreement (the "Credit
Agreement"). The principal terms of the Amendments included increasing the size of the Tranche A portion of the Company's
revolving credit facility by $130 million in 2023. The Credit Agreement provides for a Tranche A revolving loan of up to $1.17 billion and
a Tranche A-1 revolving loan with $40 million of capacity. The Company has the ability to increase the amount borrowed under the
Credit Agreement by an additional $195 million, subject to certain conditions. The Company’s obligations under the Credit Agreement
are secured by substantially all of the Company’s personal and real property. The Company may repay all loans in whole or in part at
any time without penalty.
Liquidity
The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility. As of
December 30, 2023, the senior secured credit facility had outstanding borrowings of $522.5 million. Additional available borrowings
under the Company’s Credit Agreement 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 defined in the Credit
Agreement. The Company had excess availability after the 10% requirement of $483.2 million at December 30, 2023. Payment of
dividends and repurchases of outstanding shares are permitted, provided that certain levels of excess availability are maintained. The
Credit Agreement provides for the issuance of letters of credit, of which $17.7 million were outstanding as of December 30, 2023. The
Company anticipates that additional borrowings may be required to fund increased investments in expenditures related to both organic
and inorganic initiatives included in the long-term strategic plan. The Company believes that cash generated from operating activities
and available borrowings under the Credit Agreement 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 over current liabilities) was 1.63:1 at December 30, 2023 compared to 1.51:1 at December 31,
2022, and its investment in working capital was $417.6 million at December 30, 2023 compared to $361.4 million at December 31, 2022.
The net long-term debt to total capital ratio was 0.43:1 at December 30, 2023, compared to 0.38:1 at December 31, 2022. Total 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 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, a non-GAAP measure, as of
December 30, 2023 and December 31, 2022.
(In thousands)
Current portion of long-term debt and finance lease liabilities
Long-term debt and finance lease liabilities
Total debt
Cash and cash equivalents
Net long-term debt
-30-
December 31,
December 30,
2023
$
$
8,813 $
588,667
597,480
(17,964)
579,516 $
2022
6,789
496,792
503,581
(29,086)
474,495
The Company’s material cash requirements as of December 30, 2023 primarily include long-term debt, including the estimated interest
on the long-term debt, operating and finance lease liabilities, purchase obligations, and capital expenditure commitments. For additional
information related to long-term debt and lease obligations, refer to Notes 6 and 10, respectively, in the notes to the consolidated
financial statements. Purchase obligations include the amount of product the Company is contractually obligated to purchase in order
to earn advanced contract monies that are receivable under the contracts, the majority of which are due in the next 12 months.
Cash Dividends
The Company declared a quarterly cash dividend of $0.215, $0.21 and $0.20 per common share in each quarter of 2023, 2022, and 2021,
respectively. Under the Credit Agreement, the Company is generally permitted to pay dividends in any 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 in excess of $35.0 million in any year so long as its Excess Availability, as defined in the
Credit Agreement, is in excess of 10% of the Total Borrowing Base, as defined in the Credit Agreement, before and after giving effect to
the repurchases and dividends. Although the Company currently expects to continue to pay a quarterly cash dividend, adoption of a
dividend policy does not commit the Board of Directors (the "Board”) to declare future dividends. Each future dividend will be
considered and declared by the Board at its discretion. Whether the Board 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.
Recently Adopted Accounting Standards
Refer to Note 1, in the notes to the consolidated financial statements for additional information related to recently adopted accounting
standards, as well as the anticipated effect of any impending accounting standards.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The Company is exposed to industry related price changes on several commodities, such as dairy, meat and produce, that it buys and
sells in both of its segments. These products are purchased for and sold from inventory in the ordinary course of business. The
Company is also exposed to other general commodity price changes such as utilities, insurance and fuel costs.
The Company had $522.5 million of variable rate debt as of December 30, 2023. The Company may not be able to accurately predict
changes in interest rates or mitigate their impact. A hypothetical 0.50% increase in rates applicable to borrowings under the Revolving
Credit Facility as of December 30, 2023 would increase interest expense related to such debt by approximately $2.6 million per year. The
weighted average interest rate on debt outstanding during the year ended December 30, 2023 was 7.03%.
As of December 30, 2023, the Company maintained an interest rate swap agreement with a maturity date of November 17, 2027 and an
aggregate notional amount totaling $150 million. The Company utilizes the interest rate swap to mitigate its exposure to changes in
variable interest rates on a portion of the Company's outstanding Revolving Credit Facility. Per the terms of the swap, the Company
receives one-month term Secured Overnight Financing Rate (SOFR) and pays a fixed interest rate of 3.646%. The Company's interest
rate swap is designated as a cash flow hedge as defined by GAAP. Accordingly, the change in the fair value of the interest rate swap is
initially reported in "Other comprehensive income" in the consolidated statements of comprehensive income and subsequently
reclassified to earnings in "Interest expense, net" in the consolidated statements of earnings when the hedged transactions affect
earnings. As of December 30, 2023, the fair value of the interest rate swap was recorded in "Prepaid expenses and other current assets"
and "Other long-term liabilities" for $1.7 million and $1.9 million, respectively, and "Accumulated other comprehensive income" for
($0.3) million, net of tax.
At December 30, 2023 the estimated fair value of the Company’s fixed rate long-term debt was higher than book value by approximately
$1.2 million. The estimated fair value was based on market quotes for instruments with similar terms and remaining maturities.
The following table sets forth the future principal payments of the Company’s outstanding debt and related weighted average interest
rates for the outstanding instruments as of December 30, 2023:
(In thousands, except rates)
Fixed rate debt
Principal payable
Average interest rate
Variable rate debt
Principal payable
Average interest rate
December 30, 2023
Aggregate Payments by Year
Fair Value
Total
2024
2025
2026
2027
2028
Thereafter
$
80,626 $
79,383 $ 8,813 $ 8,693 $
6.60%
6.54%
10,024 $
6.67%
7,607 $ 7,530 $
6.68%
6.71%
36,716
6.26%
$
522,491 $
522,491 $ — $ — $
7.20%
7.20%
— $
7.20%
522,491 $ — $
N/A
7.20%
—
N/A
-31-
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and shareholders of
SpartanNash Company and subsidiaries
Grand Rapids, Michigan
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SpartanNash Company and subsidiaries (the "Company") as of
December 30, 2023 and December 31, 2022, the related consolidated statements of earnings, comprehensive income, shareholders'
equity, and cash flows, for the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows
for each of the fiscal years ended December 30, 2023, December 31, 2022, and January 1, 2022, in conformity with accounting principles
generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company's internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 28, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical
audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill — Wholesale Reporting Unit — Refer to Notes 1 and 4 to the financial statements
Critical Audit Matter Description
The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying
value. The Company evaluates goodwill for impairment annually during the fourth quarter, and more frequently if circumstances
indicate impairment is more likely than not to have occurred. The goodwill balance was $182 million as of December 30, 2023, $181
million of which was allocated to the Wholesale reporting unit ("Wholesale”).
The estimate of the fair value of Wholesale is based on the income approach using a discounted cash flow model and also incorporates
the market approach using observable comparable company information. The principal factors used in the discounted cash flow
analysis requiring management judgment are the determination of the weighted average cost of capital ("WACC”), revenue growth
rates, and forecasted operating profits. Under the market approach, the Company compared the results of the discounted cash flow
model to observable comparable company market multiples to support the appropriateness of the fair value estimates. The Company’s
goodwill impairment analysis also includes a comparison of the estimated fair value of the enterprise as a whole to the Company’s total
market capitalization. The Company concluded that the fair value of Wholesale was substantially in excess of its carrying value and,
therefore, no impairment was recognized.
-32-
Given the significant judgments made by management to estimate the fair value of Wholesale, performing audit procedures to evaluate
the reasonableness of management’s judgments and assumptions utilized in the impairment evaluation, particularly the determination of
revenue growth rates, forecasted operating profits, and the WACC, required a high degree of auditor judgment and an increased extent
of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to revenue growth rates, forecasted operating profits, and the selection of the WACC used by
management to estimate the fair value of Wholesale included the following, among others:
•We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the
determination of the fair value of Wholesale, such as controls related to the determination of revenue growth rates and forecasted
operating profits, and the selection of the WACC.
•We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.
•We evaluated the reasonableness of management’s determination of revenue growth rates and forecasted operating profits for
Wholesale by comparing the growth rates and forecasts to:
•Historical revenue growth rates and operating profits.
•Internal communications to management and the Board of Directors.
•Forecasted information included in Company press releases as well as in analyst and industry reports for the Company
and certain of its peer companies.
•With the assistance of our fair value specialists, we evaluated the WACC for Wholesale, which included testing the underlying
source information and the mathematical accuracy of the calculations and developing a range of independent estimates and
comparing those to the WACC selected by management.
•With the assistance of our fair value specialists, we evaluated the market approach for Wholesale, which included evaluating the
reasonableness of the selected guideline public companies and the resulting market multiples calculation, as well as
benchmarking the selected multiple for Wholesale against these guideline public companies.
/s/ DELOITTE & TOUCHE LLP
Grand Rapids, Michigan
February 28, 2024
We have served as the Company's auditor since at least 1970; however, an earlier year could not be reliably determined.
-33-
CONSOLIDATED BALANCE SHEETS
SpartanNash Company and Subsidiaries
(In thousands)
Assets
Current assets
Cash and cash equivalents
Accounts and notes receivable, net
Inventories, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
Intangible assets, net
Operating lease assets
Other assets, net
Total assets
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable
Accrued payroll and benefits
Other accrued expenses
Current portion of operating lease liabilities
Current portion of long-term debt and finance lease liabilities
Total current liabilities
Long-term liabilities
Deferred income taxes
Operating lease liabilities
Other long-term liabilities
Long-term debt and finance lease liabilities
Total long-term liabilities
Commitments and contingencies (Note 9)
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares
authorized; 34,610 and 35,079 shares outstanding
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding
Accumulated other comprehensive income
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
See notes to consolidated financial statements.
-34-
December 30, December 31,
2023
2022
$
17,964
421,859
575,226
62,440
1,077,489
$
29,086
404,016
571,065
62,244
1,066,411
649,071
182,160
101,535
242,146
103,174
610,220
182,160
106,341
257,047
84,382
$
2,355,575
$ 2,306,561
$
$
473,419
78,076
57,609
41,979
8,813
659,896
73,904
226,118
28,808
588,667
917,497
460,299
—
796
317,087
778,182
487,215
103,048
62,465
45,453
6,789
704,970
66,293
239,062
33,376
496,792
835,523
468,061
—
2,979
295,028
766,068
$
2,355,575
$ 2,306,561
CONSOLIDATED STATEMENTS OF EARNINGS
SpartanNash Company and Subsidiaries
(In thousands, except per share amounts)
Net sales
Cost of sales
Gross profit
Operating expenses
Selling, general and administrative
Paid time off transition adjustment
Acquisition and integration, net
Restructuring and asset impairment, net
Total operating expenses
Operating earnings
Other expenses and (income)
Interest expense, net
Other, net
Total other expenses, net
Earnings before income taxes
Income tax expense
Net earnings
Net earnings per basic common share
Net earnings per diluted common share
Weighted average shares outstanding:
Basic
Diluted
See notes to consolidated financial statements.
2023
2022
$ 9,729,219 $ 9,643,100 $ 8,931,039
7,527,160
8,145,625
8,243,663
1,403,879
1,497,475
1,485,556
2021
1,366,238
—
3,416
9,190
1,378,844
1,427,783
—
343
805
1,428,931
1,309,456
(21,371)
708
2,886
1,291,679
106,712
68,544
112,200
39,887
(3,300)
36,587
22,791
(1,162)
21,629
70,125
17,888
52,237 $
46,915
12,397
34,518 $
13,851
(308)
13,543
98,657
24,906
73,751
1.53 $
0.98 $
2.07
1.50 $
0.95 $
2.05
$
$
$
34,211
34,901
35,279
36,313
35,639
35,943
-35-
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
SpartanNash Company and Subsidiaries
(In thousands)
Net earnings
2023
2022
2021
$
52,237 $
34,518 $
73,751
Other comprehensive (loss) income, before tax
Change in interest rate swap
Postretirement liability adjustment
Total other comprehensive (loss) income, before tax
(412)
(2,475)
(2,887)
—
5,875
5,875
Income tax benefit (expense) related to items of other comprehensive (loss) income
704
(1,441)
—
1,087
1,087
(266)
Total other comprehensive (loss) income, after tax
Comprehensive income
See notes to consolidated financial statements.
(2,183)
50,054 $
4,434
38,952 $
821
74,572
$
-36-
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
SpartanNash Company and Subsidiaries
Shares
Common
Accumulated
Other
Comprehensiv
e
Retained
(In thousands)
Balance at January 2, 2021
Net earnings
Other comprehensive income
Dividends - $0.80 per share
Share repurchases
Stock-based compensation
Stock warrant
Issuance of common stock for stock bonus plan
and associate stock purchase plan
Issuance of restricted stock
Cancellations of stock-based awards
Balance at January 1, 2022
Net earnings
Other comprehensive income
Dividends - $0.84 per share
Share repurchases
Stock-based compensation
Stock warrant
Issuance of common stock for associate stock
purchase plan
Issuance of restricted stock
Cancellations of stock-based awards
Balance at December 31, 2022
Net earnings
Other comprehensive loss
Dividends - $0.86 per share
Share repurchases
Stock-based compensation
Stock warrant
Issuance of common stock for associate stock
purchase plan and other stock-based awards
Issuances of restricted stock
Cancellations of stock-based awards
Balance at December 30, 2023
See notes to consolidated financial statements.
Stock
(Loss) Income Earnings
Total
491,819 $
—
—
—
(5,325)
6,868
1,958
715
—
(2,252)
493,783 $
—
—
—
(32,494)
8,353
2,158
587
—
(4,326)
468,061 $
—
—
—
(18,595)
12,221
1,559
1,034
—
(3,981)
460,299 $
(2,276) $
—
821
—
—
—
—
—
—
—
(1,455) $
—
4,434
—
—
—
—
—
—
—
2,979 $
—
(2,183)
—
—
—
—
245,506 $
73,751
—
(28,716)
—
—
—
—
—
—
290,541 $
34,518
—
(30,031)
—
—
—
—
—
—
295,028 $
52,237
—
(30,178)
—
—
—
—
—
—
796 $
—
—
—
317,087 $
735,049
73,751
821
(28,716)
(5,325)
6,868
1,958
715
—
(2,252)
782,869
34,518
4,434
(30,031)
(32,494)
8,353
2,158
587
—
(4,326)
766,068
52,237
(2,183)
(30,178)
(18,595)
12,221
1,559
1,034
—
(3,981)
778,182
Outstandin
g
35,851 $
—
—
—
(265)
—
—
37
563
(238)
$
35,948
—
—
—
(1,047)
—
—
21
391
(234)
$
35,079
—
—
—
(765)
—
—
54
448
(206)
$
34,610
-37-
CONSOLIDATED STATEMENTS OF CASH FLOWS
SpartanNash Company and Subsidiaries
(In thousands)
Cash flows from operating activities
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment and other charges
Depreciation and amortization
Non-cash rent
LIFO expense
Postretirement benefits (income) expense
Deferred income taxes
Stock-based compensation expense
Stock warrant
Loss (gain) on disposals of assets
Other operating activities
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued payroll and benefits
Current income taxes
Other accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities
Purchases of property and equipment
Net proceeds from the sale of assets
Acquisitions, net of cash acquired
Loans to customers
Payments from customers on loans
Other investing activities
Net cash used in investing activities
Cash flows from financing activities
Proceeds from senior secured credit facility
Payments on senior secured credit facility
Proceeds from other long-term debt
Repayment of other long-term debt and finance lease liabilities
Share repurchases
Net payments related to stock-based award activities
Dividends paid
Financing fees paid
Net cash provided by (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
See notes to consolidated financial statements.
-38-
2023
2022
2021
$
52,237 $
34,518 $
73,751
9,089
98,639
(3,397)
16,104
(2,316)
8,229
12,268
1,559
259
1,741
(17,228)
(21,925)
(14,913)
(17,478)
(27,348)
(424)
(5,769)
89,327
(120,330)
4,333
(780)
(750)
1,298
(288)
(116,517)
553
94,180
(4,339)
56,823
(890)
1,415
8,353
2,158
1,073
2,183
(38,168)
(92,346)
4,683
28,069
16,855
4,658
(9,428)
110,350
(97,280)
36,825
(41,429)
—
1,358
(422)
(100,948)
2,973
92,711
(4,854)
18,652
1,611
17,603
6,868
1,958
(106)
1,262
(4,005)
320
(18,992)
(18,286)
(37,331)
17,475
9,545
161,155
(79,427)
29,375
—
(180)
2,317
(63)
(47,978)
1,359,560
(1,282,948)
1,000
(8,157)
(18,527)
(3,981)
(29,660)
(1,219)
16,068
1,468,649
(1,382,409)
—
(6,849)
(32,494)
(4,326)
(29,708)
(3,845)
9,018
1,374,478
(1,455,016)
—
(5,710)
(5,325)
(2,252)
(28,327)
(262)
(122,414)
(11,122)
29,086
17,964 $
18,420
10,666
29,086 $
(9,237)
19,903
10,666
$
SPARTANNASH COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Summary of Significant Accounting Policies and Basis of Presentation
Principles of Consolidation: The 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.
Fiscal Year: The Company’s fiscal year end is the Saturday nearest to December 31. The following discussion is as of and for the fiscal
years ended December 30, 2023 ("2023" or "current year”), December 31, 2022 ("2022” or "prior year”) and January 1, 2022 ("2021”), all
of which include 52 weeks. All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks.
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported
in future periods might differ from those estimates.
Revenue Recognition: The Company recognizes revenue when it satisfies a performance obligation by transferring control of the
promised goods and services to a customer, in an amount that reflects the consideration that it expects to receive in exchange for those
goods or services. This is achieved through applying the following five-step model:
•Identification of the contract, or contracts, with a customer
•Identification of the performance obligations in the contract
•Determination of the transaction price
•Allocation of the transaction price to the performance obligations in the contract
•Recognition of revenue when, or as, the Company satisfies a performance obligation
The Company generates substantially all of its revenue from contracts with customers, whether formal or implied. Sales taxes collected
from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue as the Company considers itself
a pass-through conduit for collecting and remitting sales taxes, with the exception of taxes assessed during the procurement process of
select inventories. Greater than 99% of the Company’s revenues are recognized at a point in time. Revenues from product sales are
recognized when control of the goods is transferred to the customer, which occurs at a point in time, typically upon delivery or
shipment to the customer, depending on shipping terms, or upon customer check-out in a corporate-owned retail store. Freight
revenues are also recognized upon delivery, at a point in time. Other revenues, including revenues from value-added services and
leases, are recognized as earned, over a period of time. All of the Company’s revenues are domestic, as the Company has no
performance obligations on international shipments subsequent to delivery to the domestic port.
The Company evaluates whether it is a principal (i.e., reports revenues on a gross basis) or an agent (i.e., reports revenues on a net
basis) with respect to each contract with customers.
Based upon the nature of the products the Company sells, its customers have limited rights of return, which are immaterial. Discounts
provided by the Company to customers at the time of sale are recognized as a reduction in sales as the products are sold. Certain
contracts include rebates and other forms of variable consideration, including up-front rebates, rebates in arrears, rebatable incentives,
non-cash incentives including stock warrants, and product incentives, which may have tiered structures based on purchase volumes
and which are accounted for as variable consideration. To the extent the transaction price includes variable consideration, the
Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected
value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is
included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue
under the contract will not occur.
Cost of Sales: Cost of sales represents the cost of inventory sold during the period, which includes purchase costs, in-bound freight,
physical inventory adjustments, markdowns and promotional allowances and excludes warehousing costs, depreciation and other
administrative expenses. The Company’s cost of sales and gross profit may not be identical to similarly titled measures reported by
other companies. Vendor allowances and credits that relate to the Company’s buying and merchandising activities consist primarily of
promotional allowances, which are allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to
vendors for the Company’s merchandising costs such as setting up warehouse infrastructure. Vendor allowances are recognized as a
reduction in cost of sales when the related product is sold. Lump sum payments received for multi-year contracts are amortized over the
life of the contracts based on contractual terms. The Wholesale segment includes shipping and handling costs in the selling, general
and administrative section of operating expenses within the consolidated statements of earnings.
Cash and Cash Equivalents: Cash and cash equivalents consists of cash and highly liquid investments with an original maturity of
three months or less at the date of purchase.
-39-
Accounts and Notes Receivable: Accounts and notes receivable are presented net of allowances for credit losses of $5.8 million and
$7.0 million as of December 30, 2023 and December 31, 2022, respectively. The Company estimates losses using an expected loss model,
considering both historical data and future expectations, including collection experience, expectations for current credit risks, accounts
receivable payment status, the customer’s financial health, as well as the Company’s collateral and creditor position. The Company
pools similar assets based on their credit risk characteristics, whereby many of its trade receivables are pooled based on certain
customer or aging characteristics. After assets are pooled, an appropriate loss factor is applied based on management’s expectations.
The Company also records specific reserves for credit losses in certain circumstances using a similar estimated loss model. Operating
results include net bad debt (income) expense of $(0.4) million, $3.3 million and $(0.3) million for 2023, 2022 and 2021, respectively.
Accounts and notes receivable are composed of the following:
(In thousands)
Current notes receivable
Customer accounts receivable
Other receivables
Allowance for credit losses
Net accounts and current notes receivable
Long-term notes receivable
Allowance for credit losses
Net long-term notes receivable
December 30, December 31,
2023
2022
$
$
$
$
2,613 $
379,208
44,649
(4,611)
421,859 $
7,369 $
(1,212)
6,157 $
1,622
375,550
32,942
(6,098)
404,016
8,573
(948)
7,625
Inventory Valuation: Inventories are valued at the lower of cost or net realizable value. Approximately 90.4% and 87.5% of the
Company’s inventories were valued on the last-in, first-out (LIFO) method at December 30, 2023 and December 31, 2022, respectively. If
replacement cost had been used, inventories would have been $154.7 million and $138.6 million higher at December 30, 2023 and
December 31, 2022, respectively. The replacement cost method utilizes the most current unit purchase cost to calculate the value of
inventories. During 2023, 2022 and 2021, certain inventory quantities were reduced which resulted in the liquidation of LIFO inventory
carried at lower costs prevailing in prior years, the effect of which decreased the LIFO provision by $4.0 million, $2.1 million and $2.1
million in 2023, 2022 and 2021, respectively. The Company accounts for its Wholesale segment inventory using a perpetual system and
utilizes the retail inventory method ("RIM”) to value inventory for center store products in the Retail segment. Under RIM, inventory is
stated at cost, determined by applying a cost ratio to the retail value of inventories. Fresh, pharmacy and fuel products are accounted
for at cost in the Retail segment. The Company estimates allowances for inventory shortages based on the results of recent physical
counts.
Goodwill and Other Intangible Assets: Goodwill represents the excess purchase price over the fair value of tangible net assets
acquired in business combinations after amounts have been allocated to intangible assets. Goodwill is not amortized, but is reviewed
for impairment during the last quarter of each year, or whenever events occur or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount, using a discounted cash flow model and comparable market values
of each reportable segment. Measuring the fair value of reporting units is a Level 3 measurement under the fair value hierarchy. See
Note 7, for a discussion of fair value levels.
Intangible assets primarily consist of trade names, customer relationships, pharmacy prescription lists, non-compete agreements, liquor
licenses and franchise fees. The following assets are amortized on a straight-line basis over the period of time in which their expected
benefits will be realized: customer relationships and prescription lists (period of expected benefit reflecting the pattern in which the
economic benefits are consumed), non-compete agreements and franchise fees (length of agreements). Indefinite-lived trade names and
liquor licenses are not amortized but are tested at least annually for impairment.
Property and Equipment: Property and equipment are recorded at cost. Expenditures which improve or extend the life of the respective
assets are capitalized, whereas expenditures for normal repairs and maintenance are charged to operations as incurred. Depreciation
expense on land improvements, buildings and improvements, and equipment is computed using the straight-line method as follows:
Land improvements
Buildings and improvements
Equipment
15 years
15 to 40 years
3 to 15 years
Property under finance leases and leasehold improvements are amortized on a straight-line basis over the shorter of the remaining terms
of the leases or the estimated useful lives of the assets. Internal use software is included in Property and equipment, net and totaled
$45.9 million and $47.3 million as of December 30, 2023 and December 31, 2022, respectively.
-40-
Cloud Computing Arrangements: Implementation costs for software that is accessed in hosted cloud computing arrangements is
accounted for in accordance with Accounting Standards Codification ("ASC”) 350, Intangibles-Goodwill and Other. Capitalized
development costs of hosted cloud computing arrangements include configuration, installation, licenses, other upfront costs and
internal labor costs of employees devoted to the cloud computing software implementation project. Once a project is complete,
amortization is computed using the straight-line method over the term of the associated hosting arrangement, including any options to
extend the hosting arrangement that the Company is reasonably certain to exercise, generally 3 to 8 years. These costs are classified in
the consolidated balance sheets in "Prepaid expenses and other current assets” or "Other assets, net” based on the term of the
arrangement, and the related cash flows are presented as cash outflows from operations. The net book value of these implementation
costs was $24.3 million and $21.3 million, as of December 30, 2023 and December 31, 2022, respectively.
Leases: At the commencement or modification of a contract, the Company determines whether a lease exists based on 1) the
identification of an underlying asset and 2) the right to control the use of the identified asset. When the Company is a lessee, leases are
classified as either operating or finance. Operating and finance lease assets represent the Company’s right to use an underlying asset
for the lease term, while lease obligations represent the Company’s obligation to make lease payments arising from the lease. Most of
the Company’s lease agreements include variable payments related to executory costs for property taxes, utilities, insurance,
maintenance and other occupancy costs related to the leased asset. Additionally, certain of the Company’s lease agreements include
rental payments based on a percentage of retail sales over contractual levels or, in the case of transportation equipment, provisions
requiring payment of variable rent based upon miles driven. These variable payments are not included in the measurement of the lease
liability or asset and are expensed as incurred. Leases with an initial expected term of 12 months or less are not recorded in the
consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term.
Lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments and initial
direct costs incurred, less incentives, over the lease term. In the absence of stated or implicit interest rates within lease contracts,
incremental borrowing rates are estimated based on the Company’s borrowing rate as of the lease commencement date to determine the
present value of lease payments. Incremental borrowing rates are determined by using the yield curve based on the Company’s
creditworthiness on a collateralized basis. The Company includes option periods in the assumed lease term when it is reasonably
certain that the options will be exercised. Operating lease assets and liabilities are reported discretely in the consolidated balance
sheets. Finance lease assets are included in Property and equipment, net and finance lease liabilities are included in Long-term debt and
finance lease liabilities within the Company’s consolidated balance sheets.
Impairment of Long-Lived Assets: The Company reviews and evaluates long-lived assets for impairment when events or circumstances
indicate that the carrying amount of an asset may not be recoverable. When the undiscounted expected future cash flows are not
sufficient to recover an asset’s carrying amount, the fair value is compared to the carrying value to determine the impairment loss to be
recorded. Long-lived assets to be sold or disposed of are reported at the lower of carrying amount or fair value, less the cost to sell. Fair
values are determined by independent appraisals or expected sales prices based upon market participant data developed by third party
professionals or by internal licensed real estate professionals. Estimates of future cash flows and expected sales prices are judgments
based upon the Company’s experience and knowledge of operations. These estimates project cash flows several years into the future
and are affected by changes in the Company's performance, economy, real estate market conditions and inflation. The Company
evaluates definite-lived intangible asset and operating and finance lease asset impairments in conjunction with testing of the related
asset groups as described above. Impairment reserves are applied proportionally as a reduction to the assets in the asset group,
including lease assets.
Reserves for Closed Properties: The Company records reserves for closed properties that are subject to long-term lease commitments
based upon the lease ancillary costs from the date of closure to the end of the remaining lease term. Future cash flows are based on
historical expenses, contractual lease terms and knowledge of the geographic area in which the closed site is located. These estimates
are subject to multiple factors, including inflation, ability to sublease the property and other economic conditions. The reserved
expenses are paid over the remaining lease terms, which range from 1 to 5 years. Subsequent adjustments to closed property reserves
are made when actual exit costs differ from the original estimates. These adjustments are made for changes in estimates in the period in
which the changes become known. The current portion of the future closed property obligations is included in "Other accrued
expenses,” and the long-term portion is included in "Other long-term liabilities” in the consolidated balance sheets.
Debt Issuance Costs: Debt issuance costs are amortized over the term of the related financing agreement and are included as a direct
deduction from the carrying amount of the related debt liability in "Long-term debt and finance lease liabilities” in the consolidated
balance sheets.
Insurance Reserves: SpartanNash is insured through self-insurance retentions or high deductible programs for workers’ compensation,
general liability, and automobile liability, and is also self-insured for healthcare costs. Self-insurance liabilities are recorded based on
claims filed and an estimate of claims incurred but not yet reported. Workers’ compensation, general liability and automobile liabilities
are actuarially estimated based on available historical information on an undiscounted basis. The Company has purchased stop-loss
coverage to limit its exposure to any significant exposure on a per claim basis for its self-insurance retentions and high deductible
programs. On a per claim basis, the Company’s exposure is up to $0.5 million for workers’ compensation and general liability and $2.0
million for automobile liability. For healthcare, the Company’s exposure is up to $0.6 million in annual claims for each covered
individual.
-41-
A summary of changes in the Company’s self-insurance liability is as follows:
(In thousands)
Balance at beginning of year
Expenses
Claim payments, net of employee contributions
Balance at end of year
2023
2022
2021
$
$
18,157 $
63,722
(63,700)
18,179 $
19,445 $
64,386
(65,674)
18,157 $
16,737
72,101
(69,393)
19,445
The current portion of the self-insurance liability was $10.9 million and $10.2 million as of December 30, 2023 and December 31, 2022,
respectively, and is included in "Other accrued expenses” in the consolidated balance sheets. The long-term portion was $7.3 million
and $7.9 million as of December 30, 2023 and December 31, 2022, respectively, and is included in "Other long-term liabilities” in the
consolidated balance sheets.
Income Taxes: Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability
computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable
income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.
Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred and other tax
assets and liabilities.
Earnings per share: Earnings per share ("EPS”) is computed using the two-class method. The two-class method determines EPS for
each class of common stock and participating securities according to dividends and their respective participation rights in
undistributed earnings. Outstanding nonvested restricted stock incentive awards under the Company’s 2015 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
Plan do not contain nonforfeitable rights to dividends or dividend equivalents and are therefore not classified as participating
securities. The dilutive impact of both the restricted stock awards and warrants are presented below, as applicable. Weighted average
restricted stock awards that were not included in the diluted EPS calculations because they were anti-dilutive were 19,765, 2,882, and
13,614 for 2023, 2022, and 2021 respectively. Performance share unit awards are not included within the calculation of diluted EPS as the
performance criteria has not been met as of the year ended December 30, 2023.
The following table sets forth the computation of basic and diluted EPS:
(In thousands, except per share amounts)
Numerator:
Net earnings
Adjustment for earnings attributable to participating securities
Net earnings used in calculating earnings per share
Denominator:
Weighted average shares outstanding, including participating securities
Adjustment for participating securities
Shares used in calculating basic earnings per share
Effect of dilutive stock warrant
Effect of dilutive restricted stock awards
Shares used in calculating diluted earnings per share
Basic earnings per share
Diluted earnings per share
2023
2022
2021
$
$
52,237 $
(408)
51,829 $
34,518 $
(404)
34,114 $
34,211
(267)
33,944
584
106
34,634
35,279
(413)
34,866
847
187
35,900
$
$
1.53 $
1.50 $
0.98 $
0.95 $
73,751
(1,399)
72,352
35,639
(676)
34,963
225
79
35,267
2.07
2.05
Stock-Based Employee Compensation: All share-based payments to Associates are generally recognized in the consolidated financial
statements as compensation cost based on the fair value on the date of grant. The grant date closing price per share of SpartanNash
stock is used to estimate the fair value of restricted stock awards and performance stock units. The value of the portion of awards
expected to vest is recognized as expense over the requisite service period. Performance stock units require the Company to estimate
expected achievement of performance targets over the performance period. This estimate involves judgment regarding future
expectations of various financial performance measures. If there are changes in the Company's estimates of the level of financial
performance measures expected to be achieved, the related stock-based compensation expense may be significantly increased or
reduced in the period that the estimate changes.
-42-
Stock Warrants: Stock warrants are accounted for as equity instruments and measured in accordance with ASC 718, Compensation –
Stock Compensation. For awards granted to a customer which are not in exchange for distinct goods or services, the fair value of the
awards earned based on service or performance conditions is recorded as a reduction of the transaction price, in accordance with ASC
606, Revenue from Contracts with Customers. To determine the fair value of the warrants in accordance with ASC 718, the Company
uses pricing models based in part on assumptions for which management is required to use judgment. Based on the fair value of the
awards, the Company determines the amount of warrant expense based on the customer’s achievement of vesting conditions, which is
recorded as a reduction of net sales on the consolidated statement of earnings. The dilutive impact of stock warrants is determined
using the treasury stock method.
Shareholders’ Equity: The Company’s restated articles of incorporation provide that the Board of Directors may at any time, and from
time to time, provide for the issuance of up to 10 million shares of preferred stock in one or more series, each with such designations as
determined by the Board of Directors. At December 30, 2023 and December 31, 2022, there were no shares of preferred stock
outstanding.
Advertising Costs: The Company’s advertising costs are expensed as incurred and are included in Selling, general and administrative
expenses. Advertising expenses were $33.7 million, $37.6 million and $37.7 million in 2023, 2022 and 2021, respectively.
Interest Rate Swaps: The Company utilizes an interest rate swap contract to reduce its exposure to fluctuations in variable interest rates
applicable to its credit facility. The Company values the interest rate swap using standard models and observable market inputs
including SOFR interest rates and discount rates. The Company has designated its interest rate swap as a cash flow hedge. The change
in the fair value of the interest rate swap is initially reported in "Other comprehensive (loss) income" in the consolidated statements of
comprehensive income and subsequently reclassified to earnings in "Interest expense, net" in the consolidated statements of earnings
when the hedged transactions affect earnings.
Accumulated Other Comprehensive (Loss) Income ("AOCI”): The Company reports comprehensive income, which includes net
earnings and other comprehensive (loss) income. Other comprehensive (loss) income refers to expenses, gains and losses that are not
included in net earnings, such as postretirement liability adjustments and changes in the fair value of interest rate swaps, but rather are
recorded directly to shareholders’ equity. These amounts are also presented in the consolidated statements of comprehensive income.
Adoption of New Accounting Standards: As of December 30, 2023 and for the year then ended, there were no recently adopted
accounting standards that had a material impact on the Company's consolidated financial statements. There were no recently issued
accounting standards not yet adopted which would have a material effect on the Company's consolidated financial statements.
Note 2 – Revenue
Sources of Revenue
SpartanNash is a distributor, wholesaler and retailer with a global supply chain network. SpartanNash's customers span a diverse group
of national accounts, independent and chain grocers, e-commerce retailers, U.S. military commissaries and exchanges, and the
Company’s own brick-and-mortar grocery stores, pharmacies and fuel centers. SpartanNash distributes grocery and household goods,
including fresh produce and its Our Family® portfolio of products, to locations in all 50 states.
The Company’s main sources of revenue include the following:
Customer Supply Agreements ("CSAs") – The Company enters into CSAs (also known as Retail Sales and Service Agreements) with
many of its retailer customers. These contracts obligate the Company to supply grocery and related products upon receipt of a
purchase order from its customers. The contracts often specify minimum purchases a customer is required to make, in dollars or as a
percentage of their total purchases, in order to earn certain rebates or incentives. In some cases, customers are required to repay
advanced or loaned funds if they fail to meet purchase minimums or otherwise exit the supply agreement. Many of these contracts
include various performance obligations other than providing grocery products, such as providing store resets, shelf tags, signage, or
merchandising services. The Company has determined that these obligations are not material in the overall context of the contracts, and
as such has not allocated transaction prices to these obligations. Revenue is recognized under these contracts when control of the
product passes to the customer, which may happen before or after delivery depending upon specified shipping terms.
The Company’s Wholesale customer base is diverse. Sales to one customer in the Wholesale segment represented 16%, 16%, and 17%
of the Company's net sales for 2023, 2022 and 2021, respectively. No other single customer exceeded 10% of the Company's net sales in
any of the years presented.
-43-
Contracts with Manufacturers and Brokers to supply the Defense Commissary Agency ("DeCA”) and Other Government Agencies –
DeCA operates a chain of commissaries on U.S. military installations. DeCA contracts with manufacturers to obtain grocery products
for the commissary system. Manufacturers either deliver the products to the commissaries themselves or, more commonly, contract
with distributors such as SpartanNash to provide products to the commissaries. Manufacturers must authorize the distributors as their
official representatives to DeCA, and the distributors must adhere to DeCA’s frequent delivery system procedures governing matters
such as product identification, ordering and processing, information exchange and resolution of discrepancies. The Company obtains
distribution contracts with manufacturers through competitive bidding processes and direct negotiations. As commissaries need to be
restocked, DeCA identifies the manufacturer with which an order is to be placed, determines which distributor is the manufacturer’s
official representative for a particular commissary or exchange location, and then places a product order with that distributor under
DeCA’s master contract with the applicable manufacturer. The distributor selects that product from its existing inventory, delivers it to
the commissary or port (in the case of overseas shipments) designated by DeCA, and bills the manufacturer for the product price plus a
drayage fee that is typically based on a percentage of the purchase price, but may in some cases be based on a dollar amount per case
or pound of product sold. The manufacturer then bills DeCA under the terms of its master contract. As control of the product passes to
the customer upon delivery, revenue is recognized by SpartanNash at that time.
Revenue is recognized for the full amount paid by the vendor (for product and drayage) as the Company is a principal in the transaction
and therefore recognizes revenue on a gross basis for these contracts. The definition of a principal in the transaction is centered on
controlling goods before they are transferred to the customer. Key considerations supporting that SpartanNash controls the goods for
these contracts prior to transfer to the customer include the following: (i) the Company has the ability to obtain substantially all of the
remaining benefits from the assets by selling the goods and/or by pledging the related assets as collateral for borrowings; (ii) the
Company is required to bear the risk of inventory loss prior to transfer to the customer; (iii) the Company has shared responsibilities in
the fulfillment and acceptability of the goods; and (iv) to a lesser extent, the Company has some discretion in establishing the price for
the goods sold to DeCA.
Retail Sales – The corporate-owned retail stores recognize revenue at the time the customer takes possession of the goods. While
there are no formal contracts related to these sales, they are within the scope of ASC 606. Customer returns are not material. The
Company does not recognize a sale when it sells gift cards and gift certificates or a reduction of sales when it awards fuel discounts;
rather, the impact to revenue is recognized when the customer redeems the fuel discounts, gift card or gift certificate to purchase
product.
-44-
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:
(In thousands)
Type of products:
Center store (a)
Fresh (b)
Non-food (c)
Fuel
Other
Total
Type of customers:
Individuals
Independent retailers (d)
National accounts
Military (e)
Other
Total
(In thousands)
Type of products:
Center store (a)
Fresh (b)
Non-food (c)
Fuel
Other
Total
Type of customers:
Individuals
Independent retailers (d)
National accounts
Military (e)
Other
Total
(In thousands)
Type of products:
Center store (a)
Fresh (b)
Non-food (c)
Fuel
Other
Total
Type of customers:
Individuals
Independent retailers (d)
National accounts
Military (e)
Other
Total
Wholesale
2023
Retail
Total
$
$
$
$
$
$
$
$
$
$
$
$
2,678,297
2,153,564
1,985,816
—
101,540
6,919,217
—
2,377,036
2,218,003
2,277,966
46,212
6,919,217
Wholesale
2,671,666
2,171,906
1,888,318
—
113,346
6,845,236
—
2,363,597
2,311,114
2,115,353
55,172
6,845,236
Wholesale
2,419,163
2,027,020
1,783,229
—
120,341
6,349,753
—
2,197,892
2,211,458
1,882,602
57,801
6,349,753
$
$
$
$
$
$
$
$
$
$
$
$
1,081,840
1,048,759
512,679
165,684
1,040
2,810,002
2,808,962
—
—
—
1,040
2,810,002
2022
Retail
1,073,765
1,068,240
452,557
202,256
1,046
2,797,864
2,796,858
—
—
—
1,006
2,797,864
2021
Retail
1,001,920
992,897
427,872
157,236
1,361
2,581,286
2,580,277
—
—
—
1,009
2,581,286
$
$
$
$
$
$
$
$
$
$
$
$
3,760,137
3,202,323
2,498,495
165,684
102,580
9,729,219
2,808,962
2,377,036
2,218,003
2,277,966
47,252
9,729,219
Total
3,745,431
3,240,146
2,340,875
202,256
114,392
9,643,100
2,796,858
2,363,597
2,311,114
2,115,353
56,178
9,643,100
Total
3,421,083
3,019,917
2,211,101
157,236
121,702
8,931,039
2,580,277
2,197,892
2,211,458
1,882,602
58,810
8,931,039
(a) Center store includes dry grocery, frozen and beverages.
(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.
(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.
(d) Independent retailers include sales to manufacturers, brokers and distributors.
(e) Military represents the distribution of grocery products to U.S. military commissaries and exchanges, which primarily includes sales to manufacturers
and brokers.
-45-
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 consolidated balance sheets.
When the Company transfers goods or services to a customer, payment is due subject to normal terms and is not conditional on
anything other than the passage of time. Typical payment terms range from "due upon receipt" to due within 30 days, depending on
the customer. At contract inception, the Company expects that the period of time between the transfer of goods to the customer and
when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms.
Accordingly, the Company has elected the practical expedient to not adjust for the effects of a significant financing component. As a
result, these amounts are recorded as receivables and not contract assets. The Company had no contract assets for any period
presented.
The Company does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution
and would therefore be capitalized.
Concentration of Credit Risk
In the ordinary course of business, the Company may advance funds to certain independent retailers ("customer advances”) which are
earned by the retailers primarily through achieving specified purchase volume requirements, as outlined in their supply agreements with
the Company. These customer advances must be repaid if the purchase volume requirements are not met. The collectability of customer
advances is not assured.
In the ordinary course of business, the Company also subleases and assigns certain leases to third parties. As of December 30, 2023,
the Company estimates the present value of its maximum potential obligations for subleases and assigned leases to be approximately
$2.9 million and $7.6 million, respectively.
The Company may also provide financial assistance in the form of loans to certain independent retailers for inventories, store fixtures
and equipment and store improvements. Loans are generally secured by liens on real estate, inventory and/or equipment, personal
guarantees and other types of collateral, and are generally repayable over a period of three to ten years. The Company establishes
reserves based upon assessments of the credit risk of specific customers, collateral value, historical trends and other information. The
Company believes that adequate provision has been recorded for any uncollectable amounts. In addition, the Company may guarantee
debt of independent retailers. In the event these retailers are unable to meet their debt service payments or otherwise experience an
event of default, the Company would be unconditionally liable for the outstanding balance of their debt, which would be due in
accordance with the underlying agreements.
Changes to the balance of the allowance for credit losses were as follows:
(In thousands)
Balance at January 2, 2021
Changes in credit loss estimates
Write-offs charged against the allowance
Balance at January 1, 2022
Changes in credit loss estimates
Write-offs charged against the allowance
Balance at December 31, 2022
Changes in credit loss estimates
Write-offs charged against the allowance
Balance at December 30, 2023
Current Accounts
and Notes
Receivable
Allowance for Credit Losses
Long-term
Notes
Receivable
Total
$
$
6,232
(1,101)
(717)
4,414
2,539
(855)
6,098
(929)
(558)
4,611
$
$
371
360
—
731
217
—
948
264
—
1,212
$
$
6,603
(741)
(717)
5,145
2,756
(855)
7,046
(665)
(558)
5,823
During 2023, 2022 and 2021, the Company recognized bad debt expense of $0.3 million, $1.1 million and $0.4 million, respectively, related
to direct write-offs of uncollectable amounts.
-46-
Note 3 – Property and Equipment
Property and equipment consist of the following:
(In thousands)
Land and improvements
Buildings and improvements
Equipment
Construction in progress
Total property and equipment
Less accumulated depreciation and amortization
Property and equipment, net
December 30, December 31,
2023
2022
91,031 $
646,707
799,721
59,295
1,596,754
947,683
649,071 $
91,859
612,471
724,077
53,443
1,481,850
871,630
610,220
$
$
Depreciation expense was $68.0 million, $66.7 million and $65.9 million in 2023, 2022 and 2021 respectively.
Note 4 – Goodwill and Other Intangible Assets
The Company has two reporting units, Wholesale and Retail. Changes in the carrying amount of goodwill were as follows:
(In thousands)
Balance at January 1, 2022
Acquisitions
Balance at December 31, 2022 and December 30, 2023
Wholesale
Retail
Total
$
$
181,035
—
181,035
$
$
—
1,125
1,125
$
$
181,035
1,125
182,160
The Company reviews goodwill and other intangible assets for impairment annually, during the fourth quarter of each year, and more
frequently if circumstances indicate impairment is more likely than not to have occurred. Testing goodwill and other 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 Company's 2023 annual impairment review within the Wholesale reporting unit, projected cash flows were discounted based
on a weighted average cost of capital ("WACC") of 9.6%. This WACC was developed from adjusted market-based and company
specific factors, current interest rates, equity risk premiums, and other market-based expectations regarding expected investment
returns. The development of the WACC requires estimates of an equity rate of return and a debt rate of return, which are specific to the
industry in which the Wholesale reporting unit operates. The Company concluded that the fair value of the Wholesale reporting unit
was substantially in excess of its carrying value in the annual review.
The following table reflects the components of amortized intangible assets, included in "Intangible assets, net” on the consolidated
balance sheets:
(In thousands)
Non-compete agreements
Pharmacy customer prescription lists
Customer relationships
Franchise fees
Total
December 30, 2023
December 31, 2022
Gross
Gross
Carrying
Amount
Accumulated
Amortizatio
n
Carrying
Amount
Accumulate
d
Amortizatio
n
$
$
3,545 $
3,869
57,937
1,209
66,560 $
3,190 $
2,853
26,146
661
32,850 $
3,545 $
4,168
57,937
1,165
66,815 $
2,621
2,598
22,484
598
28,301
The weighted average amortization periods for amortizable intangible assets as of December 30, 2023 are as follows:
Non-compete agreements
Pharmacy customer prescription lists
Customer relationships
Franchise fees
6.4 years
8.1 years
16.4 years
10.0 years
Amortization expense for intangible assets was $4.9 million, $5.0 million and $5.2 million for 2023, 2022 and 2021, respectively.
Estimated amortization expense for each of the five succeeding fiscal years is as follows:
(In thousands)
Amortization expense
2024
2025
2026
2027
2028
$
4,587
$
4,190
$
3,675 $
3,653 $
3,645
The Company has indefinite-lived intangible assets that are not amortized, consisting primarily of indefinite-lived trade names and
liquor licenses, totaling $67.8 million as of both December 30, 2023 and December 31, 2022.
-47-
Indefinite lived intangible assets are tested for impairment at least annually, and as needed if an indicator of potential impairment exists.
A qualitative assessment was performed to determine whether it is more likely than not that an indefinite lived intangible asset is
impaired. If the qualitative assessment supports that it is more likely than not that the fair value of the indefinite lived intangible asset
exceeds its carrying value, a quantitative impairment test is not required. If the qualitative assessment does not support the fair value of
the indefinite lived intangible asset, then a quantitative assessment is performed. Indefinite lived intangible assets are measured at fair
value using Level 3 inputs under the fair value hierarchy, as further described in Note 7. The fair value of indefinite lived intangible
assets is determined by estimating the amount and timing of net future cash flows generated from the use of the asset, generally using
estimated revenue growth rates and profitability rates and, in the case of the relief-from-royalty methodology, royalty rates. Future cash
flows are discounted based on the WACC of the reporting unit in which the asset resides, determined using current interest rates,
equity risk premiums, and other market-based expectations regarding expected investment returns, as well as estimates of industry-
specific equity and debt rates of return. The Company concluded that it is more likely than not that the fair value of the indefinite lived
intangible assets exceed their carrying value during the annual qualitative assessment.
Note 5 – Restructuring, Asset Impairment and Other Charges
The following table provides the activity of reserves for closed properties for 2023, 2022 and 2021. Reserves for closed properties
recorded in the consolidated balance sheets are included in "Other accrued expenses” in Current liabilities and "Other long-term
liabilities” in Long-term liabilities based on when the obligations are expected to be paid.
(In thousands)
Balance at January 2, 2021
Provision for closing charges
Provision for severance
Lease termination adjustments
Changes in estimates
Accretion expense
Payments
Balance at January 1, 2022
Provision for closing charges
Provision for severance
Lease termination adjustments
Changes in estimates
Accretion expense
Payments
Balance at December 31, 2022
Provision for severance
Changes in estimates
Accretion expense
Payments
Balance at December 30, 2023
Lease and
Ancillary Costs
Severance
Total
$
$
3,349 $
1,509
—
(220)
2
91
(1,607)
3,124
1,837
—
(86)
28
67
(993)
3,977
—
(258)
102
(844)
2,977 $
114 $
—
362
—
—
—
(476)
—
—
9
—
—
—
(9)
—
21
—
—
(21)
— $
3,463
1,509
362
(220)
2
91
(2,083)
3,124
1,837
9
(86)
28
67
(1,002)
3,977
21
(258)
102
(865)
2,977
Included in the liability are lease-related ancillary costs from the date of site closure to the end of the remaining lease term.
-48-
Restructuring, asset impairment and other charges included in the consolidated statements of earnings consisted of the following:
(In thousands)
Asset impairment charges (a)
Provision for closing charges
Gain on sales of assets related to closed facilities (b)
Provision for severance (c)
Other costs associated with site closures (d)
Lease termination adjustments (e)
Changes in estimates (f)
Total
$
$
2023
2022
2021
11,749 $
—
(2,614)
21
584
—
(550)
9,190 $
5,086 $
1,837
(6,324)
9
271
(102)
28
805 $
3,783
1,509
(2,607)
362
636
(799)
2
2,886
(a)In the current year, asset impairment charges of $8.0 million were incurred in the Wholesale segment related to the Company's
continued supply chain network optimization in response to customer demand changes. Additional charges in the current year were
incurred related to two store closures in the Retail segment and impairment losses related to a distribution location that sustained storm
damage in the Wholesale segment. Asset impairment charges in 2022 were incurred primarily in the Retail segment and relate to
restructuring of the Retail segment's e-commerce delivery model and a store closure. In 2021, asset impairment charges were incurred
primarily in the Retail segment and relate to store closures, as well as site closures in connection with the Company’s supply chain
transformation initiatives within the Wholesale segment.
(b)Gain on sales of assets in the current year primarily relate to the sale of a store within the Retail segment. In 2022, gain on sales of
assets primarily relates to the sales of real property of previously closed locations within both the Wholesale and Retail segments. Gain
on sales of assets in 2021 primarily relate to sales of pharmacy customer lists, equipment, and real estate associated with the store
closings in the Retail segment, in addition to gains on sale of vacant land in the Wholesale segment.
(c)Severance charges relate to closures in the Wholesale segment as well as Retail store closings.
(d)Other costs net activity in the current year primarily relates to Retail store closings. In the prior year, activity primarily relates to
restructuring activity within the Wholesale segment and Retail store closings.
(e)Lease termination adjustments represent the benefits recognized in connection with early lease buyouts for previously closed sites.
Payments made in connection with lease buyouts were applied to reserves for closed properties and lease liabilities, as applicable.
(f)Changes in estimates primarily relate to revised estimates for turnover and other lease ancillary costs associated with previously
closed locations. The current year also included a $0.3 million gain for additional insurance proceeds received related to a distribution
location that sustained significant storm damage within the Wholesale segment.
Long-lived assets which are not recoverable are measured at fair value on a nonrecurring basis using Level 3 inputs under the fair value
hierarchy, as further described in Note 7. In the current year, long-lived assets with a book value of $20.6 million were measured at a fair
value of $8.9 million, resulting in impairment charges of $11.7 million. In the prior year, long-lived assets with a book value of $5.2 million
were measured at a fair value of $0.1 million, resulting in impairment charges of $5.1 million. In 2021, long-lived assets consisting of
property and equipment 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. The fair value of long-lived assets is determined by estimating the amount and timing of net future cash flows,
discounted using a risk-adjusted rate of interest. The Company estimates future cash flows based on historical results of operations,
external factors expected to impact future performance, experience and knowledge of the geographic area in which the assets are
located, and when necessary, consultations with real estate brokers.
Note 6 – Long-Term Debt
Long-term debt consists of the following:
(In thousands)
Senior secured revolving credit facility, due November 2027
Finance lease liabilities (Note 10)
Other, 3.71% - 4.36%, due 2024 - 2033
Total debt - Principal
Unamortized debt issuance costs
Total debt
Less current portion
Total long-term debt and finance lease liabilities
-49-
December
30,
2023
December
31,
2022
$ 522,492 $ 445,880
57,515
4,813
508,208
(4,627)
503,581
6,789
$ 588,667 $ 496,792
74,639
4,743
601,874
(4,394)
597,480
8,813
In 2023, the Company entered into amendments (the "Amendments") to the Company's Amended and Restated Loan and Security
Agreement (the "Credit Agreement"). The principal terms of the Amendments included increasing the size of the Tranche A portion of
the Company's revolving credit facility by $130 million in 2023. The Credit Agreement provides for a Tranche A revolving loan of up to
$1.17 billion and a Tranche A-1 revolving loan with $40 million of capacity. The Company has the ability to increase the amount
borrowed under the Credit Agreement by an additional $195 million, subject to certain conditions. The Company’s obligations under
the Credit Agreement are secured by substantially all of the Company’s personal and real property. The Company may repay all loans
in whole or in part at any time without penalty.
Availability under the Credit Agreement is based upon advance rates on certain asset categories owned by the Company, including,
but not limited to the following: inventory, accounts receivable, real estate, prescription lists, cigarette tax stamps, and rolling stock.
The Credit Agreement imposes certain restrictions on the Company, including limitations on dividends and investments, limitations on
the Company’s ability to incur debt, make loans, acquire other companies, change the nature of the Company’s business, enter a
merger or consolidation, or sell assets. These requirements can be more restrictive depending upon the Company’s Excess Availability,
as defined under the Credit Agreement.
Borrowings under the credit facility bear interest at the Company’s option as either SOFR loans or Base Rate loans, subject to a grid
based upon Excess Availability. The interest rate terms for each of the aforementioned tranches are as follows:
Credit
Facility
Tranche
Outstanding as of
December 30, 2023
(In thousands)
SOFR Rate
Base Rate
Tranche A $
485,379 SOFR plus 1.25% to 1.50%
Greater of: (i) the Federal Funds Rate plus 0.75% to 1.00%
(ii) the SOFR Rate plus 1.25% to 1.50%
(iii) the prime rate plus 0.25% to 0.50%
Tranche A-1 $
37,113 SOFR plus 2.25% to 2.50%
Greater of: (i) the Federal Funds Rate plus 1.75% to 2.00%
(ii) the SOFR Rate plus 2.25% to 2.50%
(iii) the prime rate plus 1.25% to 1.50%
The Company also incurs an unused line of credit fee on the unused portion of the loan commitments at a rate of 0.25%.
The Credit Agreement requires that the Company maintain Excess Availability of 10% of the borrowing base, as defined in the Credit
Agreement. The Company is in compliance with all financial covenants as of December 30, 2023 and had Excess Availability after the
10% requirement of $483.2 million and $447.8 million at December 30, 2023 and December 31, 2022, respectively. The Credit Agreement
provides for the issuance of letters of credit, of which $17.7 million were outstanding as of December 30, 2023 and December 31, 2022.
The weighted average interest rate for all borrowings, including loan fee amortization, was 7.03% for 2023. Refer to Note 8 for further
information on the interest rate swap.
At December 30, 2023, aggregate annual maturities and scheduled payments of long-term debt are as follows:
(In thousands)
Total borrowings
2024
2025
2026
2027
2028
Thereafter
Total
$
8,813 $
8,693 $
10,024 $ 530,098 $
7,530 $
36,716 $ 601,874
Note 7 – Fair Value Measurements
ASC 820, Fair Value Measurement, prioritizes the inputs to valuation techniques used to measure fair value into the following
hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3: Unobservable inputs for the asset or liability, reflecting the reporting entity’s own assumptions about the assumptions that
market participants would use in pricing.
-50-
Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The
carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because
of the short-term maturities of these financial instruments. For discussion of the fair value measurements related to goodwill, and long-
lived asset impairment charges, refer to Note 4 and Note 5. At December 30, 2023 and December 31, 2022, the book value and estimated
fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:
(In thousands)
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities
Long-term debt and finance lease liabilities
Total book value of debt instruments
Fair value of debt instruments, excluding debt financing costs
Excess (deficit) of fair value over book value
December 30, December 31,
2023
2022
$
8,813 $
593,061
601,874
603,117
$
1,243 $
6,789
501,419
508,208
507,668
(540)
The estimated fair value of debt is based on market quotes for instruments with similar terms and remaining maturities (Level 2 inputs
and valuation techniques).
The Company's interest rate swap agreement is considered a Level 2 instrument. The Company values the interest rate swap using
standard models and observable market inputs including SOFR interest rates and discount rates, which are considered Level 2 inputs.
The location and the fair value of the interest rate swap agreement in the consolidated balance sheets is disclosed in Note 8.
Note 8 – Derivatives
Hedging of Interest Rate Risk
During the first quarter of 2023, the Company entered into an interest rate swap contract to mitigate its exposure to changes in variable
interest rates. The Company's interest rate swap is designated as a cash flow hedge as of both the effective date, March 17, 2023, and
as of December 30, 2023. The interest rate swap is reflected at its fair value in the consolidated balance sheets. Refer to Note 7 for
further information on the fair value of the interest rate swap.
Details of the pay-fixed, receive-floating interest rate swap contract as of December 30, 2023 are as follows:
Effective Date
March 17, 2023
Maturity Date
November 17, 2027
Notional Value
(in millions)
$150
Pay Fixed Rate
3.646%
Receive Floating Rate
One-Month CME
Term SOFR
Floating Rate Reset
Terms
Monthly
The Company performed an initial quantitative assessment of hedge effectiveness using the change-in-variable-cash-flows method.
Under this method, the Company assessed the effectiveness of the hedging relationship by comparing the present value of the
cumulative change in the expected future cash flows on the variable leg of the interest rate swap with the present value of the
cumulative change in the expected future interest cash flows on the variable-rate debt. The Company determined the interest rate swap
to be highly effective. To assess for continued hedge effectiveness, the Company performs a retrospective and prospective qualitative
assessment each quarter. The Company also monitors the credit risk of the counterparty on an ongoing basis. The change in the fair
value of the interest rate swap is initially reported in "Other comprehensive income" in the consolidated statements of comprehensive
income and subsequently reclassified to earnings in "Interest expense, net" in the consolidated statements of earnings when the
hedged transactions affect earnings.
The location and the fair value of the interest rate swap in the consolidated balance sheets as of December 30, 2023 is as follows:
(In thousands)
Cash Flow Hedge:
Interest rate swap
Interest rate swap
Interest rate swap
Consolidated Balance Sheets Location
Derivative Fair Value
December 30, 2023
Prepaid expenses and other current assets
Other long-term liabilities
Accumulated other comprehensive income
$
1,721
1,914
(316)
The location and amount of gains or losses recognized in the consolidated statements of earnings for the interest rate swap, presented
on a pre-tax basis, are as follows:
(In thousands)
Total amounts of expense line items presented in the consolidated statements of
earnings in which the effects of cash flow hedges are recorded
Gain on cash flow hedging relationships:
Gain reclassified from comprehensive income into earnings
-51-
2023
Interest expense,
net
$
39,887
1,832
Note 9 – 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 subleases property at certain locations and for 2023, 2022 and 2021, received rental income of $3.8 million, $3.9 million
and $4.4 million, respectively. In the event of customer default, the Company would be responsible for fulfilling these lease obligations.
Future payment obligations under these leases are disclosed in Note 10. Contingencies related to credit risk and collectability are
disclosed in Note 2.
Unions represent approximately 7% of SpartanNash’s Associates. These Associates are covered by collective bargaining agreements
("CBAs”). The facilities covered by CBAs, the unions representing the covered Associates and the expiration dates for each existing
CBA are provided in the following table:
Distribution Center Locations
Lima, Ohio Warehouse
Lima, Ohio Drivers
Bellefontaine, Ohio GTL Truck Lines, Inc.
Bellefontaine, Ohio General Merchandise Service Division
Norfolk, Virginia
Columbus, Georgia
Grand Rapids, Michigan
Landover, Maryland
Union Locals
IBT 908
IBT 908
IBT 908
IBT 908
IBT 822
IBT 528
IBT 406
IBT 639
Expiration Dates
January 2025
January 2025
February 2025
February 2025
April 2025
September 2025
April 2026
February 2027
The Company contributes to the Central States Southeast and Southwest Pension Fund (the "Central States Plan” or the "Plan”), a
multi-employer pension plan, in accordance with provisions in place in collective bargaining agreements covering its supply chain
operations in Bellefontaine and Lima, Ohio and Grand Rapids, Michigan. This Plan provides retirement benefits to participants based
on their service to contributing employers. The benefits to participants under the Plan are paid from assets held in trust for that
purpose. An equal number of Trustees are appointed by a combination of contributing employers the applicable union(s); however, no
representative of SpartanNash is currently serving as a trustee of the Plan. The trustees are responsible for determining the level of
benefits to be provided to participants, as well as for such matters as the investment of the assets held in trust and the overall
administration of the plan. The Central States Plan implemented a rehabilitation plan on March 25, 2008.
The Company's contributions to the Central States Plan are established by each applicable collective bargaining agreement and vary by
location. However, required contributions may increase based on the funded status of the Plan and legal requirements. On January 12,
2023, the Central States Plan received approximately $35.8 billion in Special Financial Assistance ("SFA"), inclusive of interest, which is
designed to alleviate the risk of insolvency of the Plan. On March 31, 2023, in accordance with the Pension Protection Act ("PPA"), the
plan actuary certified that the Plan was considered to be in "critical" zone status for the plan year beginning January 1, 2023. Due to the
receipt of the SFA, the Central States Plan has stated that it expects it "will be funded well into the future". Despite the expectations of
the Plan, the Company views the Plan's solvency as an ongoing risk factor.
The risk of participating in a multi-employer pension plan is different from the risk associated with single-employer plans in the
following respects:
a.Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other
participating employers.
b.If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining
participating employers.
c.If a company chooses to stop participating in a multi-employer plan, makes market exits such as closing a distribution center
without opening another one in the same locale, or otherwise has participation in the plan drop below certain levels, the company
may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
Based on the most recent information available to the Company, management believes that the value of assets held in trust to pay
benefits covers the present value of actuarial accrued liabilities in the Central States Plan. Management is not aware of any significant
change in funding levels in the Plan since December 30, 2023. Due to uncertainty regarding future factors that could trigger a
withdrawal liability, as well as the absence of specific information regarding matters such as the Plan’s current financial situations, we
are unable to determine with certainty the current amount of the Plan’s funding and/or SpartanNash’s current potential withdrawal
liability exposure in the event of a future withdrawal from the Plan. Any adjustment for withdrawal liability would be recorded when it is
probable that a liability exists and can be reasonably determined.
-52-
Note 10 – Leases
A portion of the Company’s retail stores and warehouses operate in leased facilities. The Company also leases the majority of the
tractors and trailers within its fleet and certain other assets. Most of the property leases contain multiple renewal options, which
generally range from one to ten years in length. In those locations in which it is economically feasible to continue to operate,
management expects that renewal options will be exercised as they come due. The terms of certain leases contain provisions requiring
payment of variable rent based on sales and payment of executory costs such as property taxes, utilities, insurance, maintenance and
other occupancy costs applicable to the leased premises or, in the case of transportation equipment, provisions requiring payment of
variable rent based upon miles driven. Certain properties or portions thereof are subleased to others. As most of the Company’s leases
do not reference an implicit discount rate, the Company uses an incremental borrowing rate based on the information available at
commencement date in determining the present value of lease payments.
The components of lease cost were as follows:
(In thousands)
Operating lease cost
Short-term lease cost
Finance lease cost
Amortization of assets
Interest on lease liabilities
Variable rent
Sublease income
Total net lease cost
Supplemental balance sheet information related to leases was as follows:
(In thousands)
Operating leases:
Operating lease assets
Current portion of operating lease liabilities
Noncurrent operating lease liabilities
Total operating lease liabilities
Finance leases:
Property and equipment, at cost
Accumulated amortization
Property and equipment, net
Current portion of finance lease liabilities
Noncurrent finance lease liabilities
Total finance lease liabilities
Weighted average remaining lease term (in years):
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
2023
2022
2021
$
55,807 $
8,367
57,876 $
7,576
8,244
4,454
348
(3,845)
73,375 $
6,134
3,369
236
(3,907)
71,284 $
$
58,410
8,469
4,645
3,005
162
(4,356)
70,335
December 30,
2023
December 31,
2022
$
$
$
$
$
$
$
242,146 $
257,047
41,979 $
226,118
268,097 $
92,598 $
(25,472)
67,126 $
7,739 $
66,900
74,639 $
7.6
9.0
5.9%
6.8%
45,453
239,062
284,515
73,739
(21,727)
52,012
5,791
51,724
57,515
7.5
9.6
5.4%
6.9%
Supplemental cash flow and other information related to leases was as follows:
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases
Operating cash flows used for finance leases
Financing cash flows used for finance leases
2023
2022
2021
$
58,251 $
4,450
6,897
61,103 $
3,372
6,045
62,590
3,005
4,738
Lease assets obtained in exchange for lease liabilities:
Total operating lease liabilities
Total finance lease liabilities
39,018
17,833
23,027
21,032
36,867
4,238
-53-
The Company’s total future lease commitments under operating and finance leases in effect at December 30, 2023 are as follows:
(In thousands)
2024
2025
2026
2027
2028
Thereafter
Total
Less interest
Present value of lease liabilities
Less current portion
Long-term lease liabilities
Operating
Leases
Finance
Leases
Total
$
$
56,296 $
53,105
46,824
41,147
31,593
108,062
337,027
68,930
268,097
41,979
226,118 $
12,487 $
12,186
11,467
10,683
10,086
42,671
99,580
24,941
74,639
7,739
66,900 $
68,783
65,291
58,291
51,830
41,679
150,733
436,607
93,871
342,736
49,718
293,018
Certain retail store facilities, either owned or obtained through leasing arrangements, are leased to others. A majority of the leases
provide for minimum rent obligations and contain renewal options. Certain of the leases contain escalation clauses and contingent
rentals based upon stipulated sales volumes.
Owned assets, included in property and equipment, which are leased to others are as follows:
(In thousands)
Land and improvements
Buildings
Owned assets leased to others
Less accumulated amortization and depreciation
Net owned assets leased to others
December 30, December 31,
2023
2022
$
$
7,147 $
27,227
34,374
12,369
22,005 $
7,154
26,623
33,777
11,473
22,304
Future minimum rentals to be received under leases in effect at December 30, 2023 are as follows:
(In thousands)
Owned property
Leased property
Total
2024
2025
2026
2027
2028
Thereafter
Total
$
$
4,250
3,297
7,547
$
$
3,279
2,389
5,668
$
$
3,033
1,422
4,455
$
$
2,653
857
3,510
$
$
2,417 $
198
2,615 $
14,083 $
15
14,098 $
29,715
8,178
37,893
Note 11 – Associate Retirement Plans
The Company provides salary deferral defined contribution plans to substantially all of the Company’s Associates not covered by
CBAs. Associates covered by CBAs at the Company’s Columbus, Georgia; Norfolk, Virginia; and Landover, Maryland facilities all
participate in a defined contribution plan; the remaining Associates covered under CBAs participate in a multi-employer pension plan.
Defined Contribution Plans
Expense for employer matching contributions made to defined contribution plans totaled $12.0 million, $12.0 million and $11.8 million in
2023, 2022 and 2021, respectively.
Executive Compensation Plans
The Company has a deferred compensation plan for a select group of management personnel or highly compensated Associates. The
plan is unfunded and permits participants to defer receipt of a portion of their base salary, annual bonus, or long-term incentive
compensation which would otherwise be paid to them. The deferred amounts, plus earnings, are distributed following the Associate’s
termination of employment. Earnings are based on the performance of hypothetical investments elected by the participant from a
portfolio of investment options.
-54-
Postretirement Medical Plans
SpartanNash Company and certain subsidiaries provide healthcare benefits to retired Associates under the SpartanNash Company
Retiree Medical Plan (the "Retiree Medical Plan” or "Plan"). Former Spartan Stores, Inc. Associates hired prior to January 1, 2002 who
were not covered by CBAs during their employment, who have at least 10 years of service and have attained age 55 upon retirement
qualify as "covered associates.” Effective June 30, 2022, the Company has amended the Retiree Medical Plan. In connection with the
amendment, the Company will make lump sum cash payments to all active and retired participants in lieu of future monthly benefits and
reimbursements previously offered under the Plan. As a result of the amendment effective June 30, 2022, the Plan obligation was
remeasured, resulting in a reduction to the obligation of $6.6 million and a corresponding prior service credit in AOCI, which will be
amortized to net periodic postretirement benefit income over the remaining period until the final payment on July 1, 2024.
On July 1, 2023 and July 1, 2022, the Company made lump sum payments to retired participants totaling $1.3 million and $2.0 million,
respectively. The payments constituted partial settlements of the Plan, which resulted in the recognition within net periodic
postretirement expense of $0.3 million and $0.7 million on July 1, 2023 and July 1, 2022, respectively, related to the net actuarial loss
within AOCI. The remaining payment, which relates to active participants, is expected to be made on or about July 1, 2024.
The following tables set forth the actuarial present value of benefit obligations, funded status, changes in benefit obligations and plan
assets, weighted average assumptions used in actuarial calculations and components of net periodic benefit costs for the Company’s
significant postretirement benefit plans, excluding multi-employer plans. The current accrued, and noncurrent accrued benefit costs
associated with postretirement benefits are reported in "Accrued payroll and benefits,” and "Other long-term liabilities,” respectively,
in the consolidated balance sheets.
(In thousands, except percentages)
Funded Status
Projected/Accumulated benefit obligation:
Balance at beginning of year
Service cost
Interest cost
Actuarial loss
Plan amendment
Benefits paid
Balance at end of year
Fair value of plan assets:
Balance at beginning of year
Company contributions
Benefits paid
Balance at end of year
Unfunded status
Components of net amount recognized in consolidated balance
sheets:
Current liabilities
Noncurrent liabilities
Net liability
Amounts recognized in AOCI:
Net actuarial loss
Prior service credit
Accumulated other comprehensive income
Weighted average assumptions at measurement date:
Discount rate
Ultimate health care cost trend rate
Retiree Medical Plan
December 30,
2023
December 31,
2022
$
$
$
$
$
$
$
$
$
2,412
—
85
23
—
(1,284)
1,236
—
1,284
(1,284)
—
(1,236)
$
$
$
$
$
(1,236)
—
(1,236)
$
$
217
(1,653)
(1,436)
$
$
11,031
76
185
30
(6,614)
(2,296)
2,412
—
2,296
(2,296)
—
(2,412)
(1,270)
(1,142)
(2,412)
743
(4,960)
(4,217)
5.65%
N/A
5.34%
N/A
-55-
(In thousands, except percentages)
Components of net periodic benefit (income) cost:
Service cost
Interest cost
Amortization of prior service credit
Recognized actuarial net loss
Net periodic benefit (income) expense
Settlement expense
Total net periodic benefit (income) cost
Weighted average assumptions used to determine net
periodic benefit (income) cost:
Discount rate
2023
Retiree Medical Plan
2022
2021
$
$
$
—
85
(3,307)
249
(2,973)
299
(2,674)
$
$
$
76
185
(1,653)
200
(1,192)
740
(452)
$
$
$
187
226
—
230
643
—
643
5.62%
2.90%
2.57%
Assumed healthcare cost trend rates have a significant effect on the amounts reported for the Retiree Medical Plan. Assumed current
healthcare cost trend rates used to determine net periodic benefit cost were as follows:
Post-65
2023
2022
2021
N/A
N/A
7.00%
The Company expects to make post-retirement medical benefit payments of $1.3 million in 2024. The Company is not currently expecting
to make any future post-retirement medical benefit payments after 2024.
Multi-Employer Health and Welfare Plans
In addition to the plans described above, the Company participates in the Michigan Conference of Teamsters and Ohio Conference of
Teamsters Health and Welfare plans. The Company contributes to these multi-employer health and welfare plans under the terms
contained in existing CBAs, including the requisite contribution amounts set forth within such CBAs. The health and welfare plans
provide medical, dental, pharmacy, vision, and other ancillary benefits to active Associates and retirees, as determined under the terms
of the plan. Although the plans may provide certain benefits to retired employees, the Company’s only contribution obligation is to
make contributions in amounts tied to the hours worked by its active employees. As a result, the plan does not constitute a
postretirement benefit plan of the Company. Because the plans aggregate contributions from multiple employers, the Company is
unable to determine how much of its contributions are allocated to benefits paid to its active employees and those, if any, that are
allocated to benefits paid to other employer’s active employees and/or postretirement benefits. These types of plans often have a
significant surplus of funds held in reserve in excess of claims incurred, and there is no potential withdrawal liability related to the
Company’s participation in the plans. With respect to the Company’s participation in these plans, expense is recognized as
contributions are made. The Company contributed $17.0 million, $13.4 million and $13.2 million to these plans in 2023, 2022 and 2021,
respectively.
Multi-Employer Pension Plan
The Company also contributes to the Central States Plan, a multi-employer plan defined previously, under the terms of CBAs that cover
its union-represented Associates, including the requisite contribution amounts set forth within such CBAs. The Company is party to
four CBAs that require contributions to the Central States Plan with expiration dates ranging from January 2025 to April 2026. These
CBAs cover warehouse personnel and drivers in Grand Rapids, Michigan and Bellefontaine and Lima, Ohio. With respect to the
Company’s participation in the Central States Plan (EIN 36-60442343 / Pension Plan Number 001), expense is recognized as
contributions are made to the Central States Plan. The Company contributed $13.1 million, $12.3 million and $13.5 million to the Central
States Plan in 2023, 2022 and 2021, respectively. The contributions made by the Company represent less than five percent of the Plan’s
total contributions in 2023.
Refer to Note 9, for further information regarding the Company’s participation in the Central States Plan. As of the date the
consolidated financial statements were issued, an annual report for the Central States Plan on IRS Form 5500 was not publicly available
for the plan year ended December 31, 2023.
-56-
Note 12 – Accumulated Other Comprehensive Income or Loss ("AOCI")
AOCI represents the cumulative balance of other comprehensive income (loss), net of tax, as of the end of the reporting period. For the
Company, the activity relates to postretirement benefit plans and an interest rate swap, including those described in Notes 11 and 8,
respectively.
Changes in AOCI are as follows:
(In thousands)
Postretirement benefit plans:
Balance at beginning of the year, net of tax
Other comprehensive income before reclassifications
Income tax expense
Other comprehensive income, net of tax, before reclassifications
Reclassification into net earnings (a)
Income tax benefit (expense) (b)
Amounts reclassified out of AOCI, net of tax
Other comprehensive (loss) income, net of tax
Balance at end of the year, net of tax
Interest rate swap:
Balance at beginning of the year, net of tax
Other comprehensive income before reclassifications
Income tax expense
Other comprehensive income, net of tax, before reclassifications
Reclassification into net earnings (c)
Income tax benefit (b)
Amounts reclassified out of AOCI, net of tax
Other comprehensive loss, net of tax
Balance at end of the year, net of tax
Total accumulated other comprehensive income (loss)
2023
2022
2021
$
$
$
$
$
2,979
$
203
(51)
152
(2,677)
658
(2,019)
(1,867)
1,112 $
—
$
1,419
(332)
1,087
(1,832)
429
(1,403)
(316)
(316) $
(1,455) $
6,576
(1,614)
4,962
(701)
173
(528)
4,434
2,979 $
$
—
—
—
—
—
—
—
—
— $
(2,276)
837
(203)
634
250
(63)
187
821
(1,455)
—
—
—
—
—
—
—
—
—
796 $
2,979 $
(1,455)
(a)Reclassified from AOCI into Other, net, or Selling, general and administrative expense. Amounts include amortization of net actuarial
loss, amortization of prior service credit, and settlement expense totaling $0.4 million and $0.7 million in 2023 and 2022, respectively.
There was no settlement expense in 2021.
(b)Reclassified from AOCI into Income tax expense (benefit).
(c)Reclassified from AOCI into Interest expense.
Note 13 – Income Tax
The income tax provision for continuing operations is made up of the following components:
(In thousands)
Current income tax expense:
Federal
State
Total current income tax expense
Deferred income tax expense:
Federal
State
Total deferred income tax expense
Total income tax expense
2023
2022
2021
$
$
6,698 $
2,961
9,659
6,546
1,683
8,229
17,888 $
8,585 $
2,397
10,982
46
1,369
1,415
12,397 $
5,436
1,867
7,303
14,877
2,726
17,603
24,906
-57-
A reconciliation of the statutory federal rate to the effective rate is as follows:
Federal statutory income tax rate
Stock compensation
Non-deductible expenses
Change in tax contingencies
Charitable product donations
Other, net
State taxes, net of federal income tax benefit
Tax credits
Effective income tax rate
2023
2022
2021
21.0 %
(0.9)
3.4
(1.3)
(0.2)
(0.3)
5.3
(1.5)
25.5 %
21.0 %
(2.8)
5.5
(0.1)
(0.3)
0.1
6.7
(3.7)
26.4 %
21.0 %
0.0
1.7
0.0
(0.1)
(0.3)
3.8
(0.9)
25.2 %
Deferred tax assets and liabilities resulting from temporary differences as of December 30, 2023 and December 31, 2022 are as follows:
(In thousands)
Deferred tax assets:
Employee benefits
Accrued workers' compensation
Allowance for credit losses
Restructuring
Deferred revenue
Stock warrant
Lease liabilities
Accrued insurance
State net operating loss carryforwards (a)
All other
Total deferred tax assets
Valuation allowances
Net deferred tax assets
Deferred tax liabilities:
Property and equipment
Lease assets
Inventory
Goodwill
Intangible assets
All other
Total deferred tax liabilities
Net deferred tax liability
December 30,
2023
December 31,
2022
$
$
21,074 $
2,082
1,500
601
987
31
82,970
1,045
5,507
8,538
124,335
(399)
123,936
49,038
74,472
31,618
36,936
2,200
3,576
197,840
73,904 $
27,387
2,126
1,823
655
1,266
626
82,284
985
5,608
4,433
127,193
(357)
126,836
48,251
73,986
33,290
33,606
1,195
2,801
193,129
66,293
(a)As of December 30, 2023, the Company’s state net operating loss carryforwards in various taxing jurisdictions expire in tax years
2024 through 2043 if not utilized.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(In thousands)
Balance at beginning of year
Lapsed statutes of limitations
Effectively settled
Balance at end of year
2023
2022
1,165 $
(185)
(836)
144 $
1,220
(55)
—
1,165
$
$
Unrecognized tax benefits of $0.1 million are set to expire prior to December 28, 2024. The Company recognizes interest and penalties
accrued related to unrecognized tax benefits in income tax expense. The amount of unrecognized tax benefits, including interest and
penalties, that would reduce the Company’s effective income tax rate if recognized in future periods was $0.1 million as of December 30,
2023.
SpartanNash or its subsidiaries file income tax returns with federal, state and local tax authorities within the United States. With few
exceptions, SpartanNash is no longer subject to examinations by U.S. federal tax authorities for fiscal years before the year ended
January 2, 2021, and state or local tax authorities for fiscal years before the year ended December 28, 2019.
-58-
Note 14 – Share-Based Payments
Stock-Based Employee Awards
The Company sponsors a shareholder-approved stock incentive plan (the "2020 Plan”) that provides for the granting of stock options,
stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, dividend equivalent
rights, and other stock-based and stock-related awards to directors, employees, or contractors of the Company, as determined by the
Compensation Committee of the Board of Directors. Holders of restricted stock and stock awards issued under the 2020 Plan are
entitled to participate in dividends, payable upon the vesting of the underlying awards. As of December 30, 2023, a total of 470,810
shares remained unissued under the 2020 Plan. In the event of a "Change in Control, as defined by the Plan, all outstanding unvested
shares of restricted stock vest immediately, while outstanding unvested shares of performance share units vest immediately on a pro-
rata basis.
Restricted Stock
Restricted stock awarded to Associates in 2023, 2022 and 2021 vest ratably over a three-year service period and over one year for
grants to members of the Board of Directors. Restricted stock awarded to Associates prior to 2021 vest ratably over a four-year service
period. Awards are subject to forfeiture and certain transfer restrictions prior to vesting. Compensation expense, representing the fair
value of the stock at the measurement date of the award, is recognized over the required service period.
The following table summarizes restricted stock activity for 2023, 2022 and 2021:
Outstanding and nonvested at January 2, 2021
Granted
Vested
Forfeited
Outstanding and nonvested at January 1, 2022
Granted
Vested
Forfeited
Outstanding and nonvested at December 31, 2022
Granted
Vested
Forfeited
Outstanding and nonvested at December 30, 2023
Restricted
Stock
Awards
Weighted Average
Grant-Date
Fair Value
973,948 $
562,653
(388,403)
(116,361)
1,031,837
391,334
(470,145)
(89,963)
863,063
447,910
(432,549)
(58,967)
819,457 $
17.72
18.96
19.81
18.19
17.56
28.63
17.92
20.71
22.05
26.95
21.16
25.96
24.92
The total intrinsic value of shares vested was $11.7 million, $14.3 million and $7.3 million in 2023, 2022 and 2021, respectively. As of
December 30, 2023, total unrecognized compensation cost related to nonvested restricted stock awards granted under the Company's
stock incentive plans is $9.0 million and is expected to be recognized over a weighted average period of 1.7 years.
Performance Share Units
Performance share units were awarded to certain officers and key Associates in 2023. The vesting of these awards is contingent upon
meeting certain performance metrics over a three year period, which include adjusted EPS and return on invested capital. The quantity
of shares awarded ranges from 0% to 200% of "Target,” as defined in the award agreement, based on the achievement against the
performance metrics. Stock-based compensation expense is recorded over the performance period and is reevaluated at each reporting
date based on the probability of the achievement of the performance metrics. The fair value of performance shares is based on the
Company’s stock price on the date of grant. Performance share unit awards have a three-year cliff vest, subject to achievement of the
performance metrics. Awards are subject to forfeiture and certain transfer restrictions prior to vesting.
The following table summarizes performance share unit activity for 2023:
Outstanding and nonvested at December 31, 2022
Granted
Forfeited
Outstanding and nonvested at December 30, 2023
-59-
Performance
Share Unit
Awards
Weighted Average
Grant-Date
Fair Value
— $
299,840
(9,530)
290,310 $
—
27.01
27.24
27.00
As of December 30, 2023, total unrecognized compensation cost related to nonvested performance share unit awards granted under the
Company's stock incentive plans is $5.8 million and is expected to be recognized over a weighted average period of 2.0 years.
Stock-Based Compensation Expense
Stock-based compensation expense recognized and included in "Selling, general and administrative expenses” in the consolidated
statements of earnings, and related tax benefits were as follows:
(In thousands)
Restricted stock expense
Performance share unit expense
Income tax benefit
Stock-based compensation expense, net of tax
2023
2022
2021
10,220 $
2,048
(4,199)
8,069 $
8,308 $
—
(4,094)
4,214 $
6,868
—
(1,744)
5,124
$
$
Stock-based compensation expense is recognized net of estimated forfeitures, determined based on historical experience.
The Company recognized tax deductions of $12.2 million, $14.7 million and $7.7 million related to the vesting of restricted stock and
performance share units in 2023, 2022 and 2021, respectively.
The Company sponsored a stock bonus plan covering 300,000 shares of SpartanNash common stock. Under the provisions of this plan,
certain officers and key Associates could elect to receive a portion of their annual bonus in common stock rather than cash, which was
issued at 120% of cash value. After the shares are issued, the holder is not able to sell or otherwise transfer the shares until the end of
the holding period, which is 24 months. Compensation expense is recorded based upon the market price of the stock as of the
measurement date. Under the plan, 15,778 shares were issued in 2021. The stock bonus plan expired on March 31, 2021.
The Company also sponsors an associate stock purchase plan covering 300,000 shares of SpartanNash common stock and enables
eligible Associates of the Company to purchase shares at 85% of the fair market value. The Company has determined this represents
compensation expense in accordance with ASC 718, Compensation – Stock Compensation. As of December 30, 2023, 62,540 shares
have been issued under the Plan.
Stock Warrant
On October 7, 2020, in connection with its entry into a commercial agreement with Amazon.com, Inc. ("Amazon”), the Company issued
to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon, a warrant to acquire up to an aggregate of 5,437,272 shares of
the Company’s common stock (the "Warrant”), subject to certain vesting conditions. Warrant shares totaling 1,087,455 shares vested
upon the signing of the commercial agreement and had a grant date fair value of $5.51 per share. Warrant shares totaling up to 4,349,817
shares may vest in connection with conditions defined by the terms of the Warrant, as Amazon makes payments to the Company in
connection with the commercial supply agreement, in increments of $200 million, and had a grant date fair value of $5.33 per share.
Upon vesting, shares may be acquired at an exercise price of $17.7257. The Warrant contains customary anti-dilution, down-round and
change-in-control provisions. The right to purchase shares in connection with the Warrant expires on October 7, 2027. Non-cash share-
based payment expense associated with the Warrant is recognized as vesting conditions are achieved, based on the grant date fair
value of the Warrant.
The following table summarizes the Warrant activity for 2023, 2022 and 2021:
Outstanding and nonvested at January 2, 2021
Vested
Outstanding and nonvested at January 1, 2022
Vested
Outstanding and nonvested at December 31, 2022
Vested
Outstanding and nonvested at December 30, 2023
Warrant
4,349,817
(434,984)
3,914,833
(434,984)
3,479,849
(217,492)
3,262,357
Warrant expense recognized as a reduction of "Net sales” in the consolidated statements of earnings, and related tax benefits were as
follows:
(In thousands)
Warrant expense
Tax benefits
Warrant expense, net of tax
2023
2022
2021
$
$
1,559 $
(133)
1,426 $
2,158 $
(203)
1,955 $
1,958
(152)
1,806
As of December 30, 2023, total unrecognized cost related to non-vested warrants was $17.0 million, which may be expensed as vesting
conditions are satisfied over the remaining term of the agreement, or 3.8 years. Warrants representing 2,174,915 shares are vested and
exercisable. As of December 30, 2023, non-vested warrant shares had an intrinsic value of $17.0 million, and vested warrant shares had
an intrinsic value of $11.4 million.
-60-
Note 15 – Supplemental Cash Flow Information
Supplemental cash flow information is as follows:
(In thousands)
Non-cash investing activities:
Capital expenditures included in accounts payable
Other supplemental cash flow information:
Cash paid for interest
Income tax payments (refunds)
Note 16 – Reportable Segment Information
2023
2022
2021
$
28,102 $
25,701 $
15,277
37,939
11,172
18,431
6,513
12,245
(10,110)
SpartanNash sells and distributes products that are typically found in supermarkets and discount stores. The Company’s operating
segments reflect the manner in which the business is managed and how the Company allocates resources and assesses performance
internally. The Company’s Chief Operating Decision Maker is the Chief Executive Officer, who determines the allocation of resources
and, through a regular review of financial information, assesses the performance of the operating segments. The business is classified
by management into two reportable segments: Wholesale and Retail. These reportable segments are two distinct businesses, each with
a different customer base, management structure, and basis for determining budgets, forecasts, and compensation. Where applicable,
segment financial information for the comparative prior year periods within this report has been recast to reflect the Company's current
reportable segment structure.
The Company reviews its reportable segments on an annual basis, or more frequently if events or circumstances indicate a change in
reportable segments has occurred. Refer to Note 2 for information regarding the basis of organization and types of products, services
and customers from which the Company derives revenue. The accounting policies of the segments are the same as those described in
the summary of significant accounting policies in Note 1. Identifiable assets represent total assets directly associated with the
reportable segments. Eliminations in assets identified to segments include intercompany receivables, payables and investments. Capital
expenditures primarily relate to store remodels, IT upgrades and implementations, investments in supply chain infrastructure, office
remodels, and equipment upgrades.
-61-
The following tables set forth information about the Company by reportable segment:
(In thousands)
2023
Net sales to external customers
Inter-segment sales
Acquisition and integration, net
Restructuring and asset impairment, net
Depreciation and amortization
Operating earnings
Capital expenditures
2022
Net sales to external customers
Inter-segment sales
Acquisition and integration, net
Restructuring and asset impairment, net
Depreciation and amortization
Operating earnings
Capital expenditures
2021
Net sales to external customers
Inter-segment sales
Acquisition and integration, net
Restructuring and asset impairment, net
Depreciation and amortization
Operating earnings
Capital expenditures
(In thousands)
Total assets
Wholesale
Retail
Total
Wholesale
Retail
Total
$
$
$
6,919,217 $
1,189,438
216
8,548
51,535
87,701
75,509
2,810,002 $
1,332
3,200
642
47,104
19,011
44,821
6,845,236 $
1,204,497
239
(2,363)
47,601
55,137
52,394
2,797,864 $
928
104
3,168
46,579
13,407
44,886
6,349,753 $
1,095,647
—
427
46,487
45,229
46,020
2,581,286 $
827
708
2,459
46,224
66,971
33,407
9,729,219
1,190,770
3,416
9,190
98,639
106,712
120,330
9,643,100
1,205,425
343
805
94,180
68,544
97,280
8,931,039
1,096,474
708
2,886
92,711
112,200
79,427
December 30,
December 31,
2023
2022
$
$
1,576,182 $
779,393
2,355,575 $
1,525,760
780,801
2,306,561
-62-
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure 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 December 30, 2023 (the "Evaluation
Date”). This evaluation was performed under the supervision and with the participation of SpartanNash Company’s management,
including its Chief Executive Officer ("CEO”), Chief Financial Officer ("CFO”) and Corporate Controller. As of the Evaluation Date,
SpartanNash Company’s management, including the CEO, CFO and Corporate Controller, concluded that SpartanNash’s disclosure
controls and procedures were effective 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
Exchange Act of 1934 is accumulated and communicated to management, including its principal executive, principal financial and
principal accounting officers as appropriate to allow for timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of SpartanNash Company, including its CEO, CFO and Corporate Controller, is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act of 1934. SpartanNash Company’s internal controls were designed by, or under the supervision of, the CEO, CFO, and Corporate
Controller, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of its financial reporting and the preparation and presentation of the consolidated financial statements for
external purposes in accordance with GAAP and includes those policies and procedures that (1) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of SpartanNash Company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with GAAP, and that receipts and expenditures of SpartanNash Company are being made only in accordance with authorizations of
management and directors of SpartanNash Company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of SpartanNash Company’s assets that could have a material effect on the financial
statements.
Management of SpartanNash Company conducted an evaluation of the effectiveness of its internal controls over financial reporting
based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of
controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Through this evaluation, management
did not identify any material weakness in the Company’s internal control. There are inherent limitations in the effectiveness of any
system of internal control over financial reporting. Based on the evaluation, management has concluded that SpartanNash Company’s
internal control over financial reporting was effective as of December 30, 2023.
The independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K
Annual Report has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of
December 30, 2023 as stated in their report on the following page.
Changes in Internal Controls Over Financial Reporting
During the last fiscal quarter, there was no change in SpartanNash’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, SpartanNash’s internal control over financial reporting.
-63-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and shareholders of
SpartanNash Company and subsidiaries
Grand Rapids, Michigan
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of SpartanNash Company and subsidiaries (the "Company”) as of
December 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control —
Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated financial statements as of and for the year ended December 30, 2023, of the Company and our report dated February
28, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based
on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Grand Rapids, Michigan
February 28, 2024
-64-
Item 9B. Other Information
The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the
Company's securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance
with insider trading laws, rules and regulations, and the listing standards of the Nasdaq Global Select Market.
None of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading
arrangement (as defined in Item 408(c) of Regulation S-K) during the during the fourth quarter of fiscal 2023.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is here incorporated by reference from the sections titled "Board of Directors,” "SpartanNash’s
Executive Officers,” "Ownership of SpartanNash Stock,” "Delinquent Section 16(a) Reports,” and "Corporate Governance—Code of
Conduct,” in SpartanNash’s definitive proxy statement relating to its annual meeting of shareholders to be held in 2024.
Item 11. Executive Compensation
The information required by this item is here incorporated by reference from the sections entitled "Executive Compensation,”
"Compensation of Directors,” "Board of Directors—Interlocks and Insider Relationships” and "Compensation Committee Report” in
SpartanNash’s definitive proxy statement relating to its annual meeting of shareholders to be held in 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is here incorporated by reference from the section titled "Ownership of SpartanNash Stock” in
SpartanNash’s definitive proxy statement relating to its annual meeting of shareholders to be held in 2024.
The following table provides information about SpartanNash’s equity compensation plans regarding the number of securities to be
issued under these plans, the weighted-average exercise prices of options outstanding under these plans and the number of securities
available for future issuance as of the end of fiscal 2023:
EQUITY COMPENSATION PLAN INFORMATION
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(1)
Weighted-average
exercise
price of outstanding
options,
warrants and rights
(2)
Number of securities
remaining
available for future
issuance
under equity
compensation
plans (excluding securities
reflected in column (1))
(3)
580,620 (b)
— (c)
—
580,620
Not applicable
—
470,810
—
470,810
Plan Category
Equity compensation Plans approved by
security holders (a)
Equity compensation plans not approved
by security holders
Total
(a)Consists of the Stock Incentive Plan of 2020. The numbers of shares reflected in column (3) in the table above with respect to the
Stock Incentive Plan of 2020 represent shares that remain available for future issuance under the plan other than upon the exercise of
outstanding options, warrants or rights. The plan contains customary anti-dilution provisions that are applicable in the event of a stock
split or certain other changes in SpartanNash’s capitalization.
(b)This amount reflects the outstanding restricted stock and the maximum number of shares that may be issued under outstanding
performance share units; however, the actual number of shares which may be issued will be determined based on the satisfaction of
certain conditions, and therefore may be significantly lower.
(c)The weighted average exercise price excludes performance units, as there is no exercise price associated with these awards. The only
outstanding options, warrants or rights are performance units. All equity awards were granted under our Stock Incentive Plan.
See Note 14 to the consolidated financial statements for additional information.
-65-
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is here incorporated by reference from the section titled "Transactions with Related Persons” and
"Corporate Governance—Director Independence” in SpartanNash’s definitive proxy statement relating to its annual meeting of
shareholders to be held in 2024.
Item 14. Principal Accountant Fees and Services
The information required by this item is here incorporated by reference from the section titled "Independent Auditors” in
SpartanNash’s definitive proxy statement relating to its annual meeting of shareholders to be held in 2024.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this Report:
1.Financial Statements.
A. In Item 8.
Reports of Independent Registered Public Accounting Firm of Deloitte & Touche LLP (PCAOB ID No. 34) dated
February 28, 2024
Consolidated Balance Sheets at December 30, 2023 and December 31, 2022
Consolidated Statements of Earnings for the years ended December 30, 2023, December 31, 2022 and January 1, 2022
Consolidated Statements of Comprehensive Income for the years ended December 30, 2023, December 31, 2022 and
January 1, 2022
Consolidated Statements of Shareholders’ Equity for the years ended December 30, 2023, December 31, 2022 and
January 1, 2022
Consolidated Statements of Cash Flows for the years ended December 30, 2023, December 31, 2022 and January 1,
2022
Notes to Consolidated Financial Statements
2.Financial Statement Schedules.
Schedules are omitted because the required information is either inapplicable or presented in the consolidated financial
statements or related notes.
3.Exhibits.
The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that precedes the Signatures page
of this Form 10-K and is incorporated herein by reference.
-66-
Exhibit
Number
3.1
3.2
4.1
10.1
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15*
10.16
10.17
EXHIBIT INDEX
Document
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.
Bylaws of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Current Report on
Form 8-K filed on August 25, 2023. Incorporated herein by reference.
Description of Capital Stock. Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the
year ended January 2, 2021. Incorporated herein by reference.
Amendment No. 6 to Amended and Restated Loan and Security Agreement, dated November 17, 2022, among
SpartanNash Company and certain of its subsidiaries, as borrowers, and Wells Fargo Capital Finance, LLC, as
administrative agent, and certain lenders from time to time party thereto. Previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31, 2022. Incorporated herein by reference.
Form of SPTN Long-Term Incentive Plan Document. Previously filed as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the quarter ended April 22, 2023. Incorporated herein by reference.
Form of SPTN Annual Cash Incentive Plan Document. Previously filed as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the quarter ended April 22, 2023. Incorporated herein by reference.
Form of 2021 Long-Term Incentive Plan. Previously filed as an exhibit to the Company’s Quarterly Report on Form
10-Q for the quarter ended April 24, 2021. Incorporated herein by reference.
SpartanNash Company Stock Incentive Plan of 2020. Previously filed as an exhibit to the Company’s Form S-8 filed
on May 29, 2020. Incorporated herein by reference.
SpartanNash Company Stock Incentive Plan of 2015. Previously filed as an exhibit to the Company’s Form S-8 filed
on June 4, 2015. Incorporated herein by reference.
SpartanNash Company Supplemental Executive Savings Plan. Previously filed as an exhibit to the Company’s Form
S-8 Registration Statement filed on December 21, 2001. Incorporated herein by reference.
Form of SPTN Restricted Stock Award Plan Document (Non-Employee Directors). Previously filed as an exhibit to
the Company’s Quarterly Report on Form 10-Q for the quarter ended April 23, 2022. Incorporated herein by reference.
Form of Restricted Stock Award to Executive Officers. Previously filed as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the quarter ended July 11, 2020. Incorporated herein by reference.
Form of SPTN Restricted Stock Award Plan Document (Associates). Previously filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended April 23, 2022. Incorporated herein by reference.
Form of Indemnification Agreement. Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for
the year ended January 2, 2016. Incorporated herein by reference.
Executive Employment Agreement between SpartanNash Company and Tony B. Sarsam. Previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year ended January 1, 2022. Incorporated herein by
reference.
Form of Executive Employment Agreement between SpartanNash Company and certain executive officers. Previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended January 1, 2022. Incorporated
herein by reference.
Executive Separation Agreement between SpartanNash Company and Arif Dar. Previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended October 8, 2022. Incorporated herein by reference.
Form of SPTN Restricted Stock Award Plan Document (Attorneys). Previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended April 22, 2023. Incorporated herein by reference.
Interest Rate Swap Agreement. Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended April 22, 2023. Incorporated herein by reference.
Transaction Agreement, by and between SpartanNash and Amazon.com NV Investments Holdings LLC, dated as of
October 7, 2020. Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 8, 2020.
Incorporated herein by reference.
-67-
10.18
10.19
10.20
Warrant to Purchase Common Stock of SpartanNash Company, by and between SpartanNash Company and
Amazon.com NV Investment Holdings LLC, dated as of October 7, 2020. Previously filed as an exhibit to the
Company’s Current Report on Form 8-K filed on October 8, 2020. Incorporated herein by reference.
Lender Joinder Agreement - Associated and CoBank, dated April 17, 2023. Previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended April 22, 2023. Incorporated herein by reference.
Lender Joinder and Assignment Agreement - Bank of America and TD Bank, dated April 3, 2023. Previously filed as
an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended April 22, 2023. Incorporated herein
by reference.
10.21
Lender Joinder Agreement - AgFirst Farm Credit Bank, dated October 26, 2023.
10.22*
Executive Separation Agreement between SpartanNash Company and David Sisk.
19
21
23
24
31.1
31.2
32.1
Insider Trading Policy.
Subsidiaries of SpartanNash Company.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification pursuant to 18 U.S.C. § 1350. This exhibit is furnished, not filed, in accordance with SEC Release Number
33-8212.
97
Clawback Policy.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema with embedded linkbases Document
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, has been
formatted in Inline XBRL.
* These documents are management contracts or compensation plans or arrangements required to be filed as exhibits to this Form 10-K.
Item 16. Form 10-K Summary
None.
-68-
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, SpartanNash Company (the Registrant) has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 28, 2024
By /s/ Tony B. Sarsam
SPARTANNASH COMPANY
(Registrant)
Tony B. Sarsam
President and Chief Executive Officer
(Principal Executive Officer)
-69-
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of SpartanNash Company and in the capacities and on the dates indicated.
February 28, 2024
February 28, 2024
February 28, 2024
February 28, 2024
February 28, 2024
February 28, 2024
February 28, 2024
By *
M. Shân Atkins
Director
By *
Fred Bentley, Jr.
Director
By *
Douglas A. Hacker
Chairman of the Board
By *
Kerrie D. MacPherson
Director
By *
Julien R. Mininberg
Director
By *
Jaymin B. Patel
Director
By *
Hawthorne L. Proctor
Director
February 28, 2024
By *
February 28, 2024
February 28, 2024
Pamela S. Puryear, PhD
Director
By *
William R. Voss
Director
By /s/ Tony B. Sarsam
Tony B. Sarsam
President and Chief Executive Officer
(Principal Executive Officer)
February 28, 2024
By /s/ Jason Monaco
Jason Monaco
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 28, 2024
By /s/ R. Todd Riksen
February 28, 2024
R. Todd Riksen
Vice President and Corporate Controller
(Principal Accounting Officer)
*By /s/ Jason Monaco
Jason Monaco
Attorney-in-Fact
-70-
Exhibit 10.21
[Execution]
LENDER JOINDER AGREEMENT
LENDER JOINDER AGREEMENT, dated as of October 26, 2023 (this “Joinder”), is by and
among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent (in
such capacity, “Administrative Agent”) on behalf of the lenders party to the Loan Agreement (as
hereinafter defined) from time to time (individually, each a “Lender” and collectively, “Lenders”),
AGFIRST FARM CREDIT BANK, as a new Lender (“New Lender”) and SPARTANNASH
COMPANY, a Michigan corporation, formerly known as Spartan Stores, Inc., in its capacity as Lead
Borrower (in such capacity, “Lead Borrower”). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Loan Agreement (as defined below).
W I T N E S S E T H
WHEREAS, Borrowers and Guarantors have entered into financing arrangements with
Administrative Agent and Lenders pursuant to which Lenders (or Administrative Agent on behalf of
Lenders) have made and may make loans and advances and provide other financial accommodations to
Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated as of
November 19, 2013, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as
amended by Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated January
9, 2015, Amendment No. 2 to Amended and Restated Loan and Security Agreement, dated December 20,
2016, Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated November 21,
2017, Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of December
18, 2018, Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated March 22,
2019 and Amendment No. 6 to Amended and Restated Loan and Security Agreement, dated November
17, 2022 (as amended and supplemented pursuant hereto and as may hereafter be further amended,
modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other
Financing Agreements; and
WHEREAS, pursuant to Section 2.6 of the Loan Agreement, the Lead Borrower has requested
an increase in the Tranche A Maximum Credit and the Tranche A Commitments under the Loan
Agreement by $75,000,000, and New Lender has agreed to provide such new Tranche A Commitment, in
each case, subject to the satisfaction of the conditions set forth in Section 2.6 of the Loan Agreement;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Joinder of New Lender.
(a)Upon the effectiveness of this Joinder, New Lender shall be deemed to have a Tranche A
Commitment in the aggregate amount of $75,000,000 (the “New Commitment”) and the Tranche A
Maximum Credit shall be increased by the amount of the New Commitment, in each case, in accordance
with Section 2.6 of the Loan Agreement.
(b)Upon the effectiveness of this Joinder, New Lender shall (i) be a party to the Loan
Agreement, (ii) be a “Lender” for all purposes of the Loan Agreement and the other Financing
Agreements, and (iii) to the extent of the interest of New Lender pursuant to this Joinder, have the rights
and obligations of a Lender under the Loan Agreement and the other Financing Agreements.
DOCPROPERTY "DocID" \* MERGEFORMAT 7657787.3
Exhibit 10.21
(c)New Lender represents and warrants that:
(i)it has full power and authority, and has taken all action necessary, to execute
and deliver this Joinder and to consummate the transactions contemplated hereby and to become a Lender
under the Loan Agreement,
(ii)from and after the effectiveness of this Joinder, with respect to its New
Commitment, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to
the extent of its Commitment, shall have the obligations of a Lender thereunder,
represented by its New Commitment,
(iii)it is sophisticated with respect to decisions to acquire assets of the type
(iv)it has received a copy of the Loan Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 9.6 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to
enter into this Joinder and to become a Lender on the basis of which it has made such analysis and
decision independently and without reliance on Administrative Agent or any other Lender, and
(v)it has delivered to Administrative Agent such information about such New
Lender as required by the Loan Agreement and any applicable tax forms required to be delivered by it
pursuant to the Loan Agreement.
(d)New Lender agrees that:
(i)it will, independently and without reliance on Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Agreement;
(ii)it appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Agreement and the other Financing
Agreements as are delegated to Administrative Agent by the terms thereof, together with such powers as
are reasonably incidental thereto;
(iii)confirms that it is an Eligible Transferee; and
(iv)it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Agreement and the other Financing Agreements are required to be performed by it
as a Lender.
2.Settlement. Borrowers will prepay and reborrow (pursuant to the terms of the Loan
Agreement) the outstanding Loans as of the date hereof, if any, in an amount necessary such that after
giving effect to the amended Commitments set forth on Exhibit A hereto, each Lender (including existing
Lenders and the New Lender) will hold its pro rata share of outstanding Loans.
3.Total Commitments. Following the effectiveness of the New Commitment and the conditions to
the effectiveness of this Joinder, the updated Commitments under the Loan Agreement will be as set forth
on Exhibit A to this Joinder.
4.Condition Precedent. This Joinder shall only be effective upon the satisfaction of each of the
following conditions precedent in a manner satisfactory to Administrative Agent:
DOCPROPERTY "DocID" \* MERGEFORMAT 7657787.3
2
Exhibit 10.21
(a) Administrative Agent shall have received counterparts of this Joinder, duly authorized,
executed and delivered by Lead Borrower and New Lender;
(b)Administrative Agent shall have received in immediately available funds (or Administrative
Agent shall have charged the loan account of Borrowers) the full amount of all fees required to be paid by
the Borrowers in connection with this Joinder; and
(c)Administrative Agent shall have received internal Flood Disaster Prevention Act approval.
5.Further Assurances. Borrowers, Administrative Agent and New Lender each hereby agree to
execute and deliver such other instruments, and take such other action, as any party may reasonably
request in connection with the transactions contemplated by this Joinder.
6.Binding Effect. This Joinder shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns permitted by the Loan Agreement.
7.Counterparts, etc. This Joinder, any documents executed in connection herewith and any
notices delivered under this Joinder, may be executed by means of (i) an electronic signature that complies
with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the
Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an
original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic
signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity,
legal effect, and admissibility in evidence as an original manual signature. Agent reserves the right, in its
sole discretion, to accept, deny, or condition acceptance of any electronic signature on this Joinder or on
any notice delivered to Agent under this Joinder. This Joinder and any notices delivered under this Joinder
may be executed in any number of counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument. Delivery of an executed counterpart of a
signature page of this Joinder and any notices as set forth herein will be as effective as delivery of a
manually executed counterpart of the Joinder or notice.
8.Governing Law. The validity, interpretation and enforcement of this Joinder and any dispute
arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise,
shall be governed by the internal laws of the State of Illinois but excluding any principles of conflicts of law
or other rule of law that would cause the application of the law of any jurisdiction other than the laws of
the State of Illinois.
[remainder of page intentionally left blank]
DOCPROPERTY "DocID" \* MERGEFORMAT 7657787.3
3
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed by
their respective officers, as of the first date written above.
Exhibit 10.21
LEAD BORROWER:
SPARTANNASH COMPANY, formerly known as Spartan Stores, Inc.
By: /s/ Bill Jacobs
Name: Bill Jacobs
Title: Treasurer
ADMINISTRATIVE AGENT:
WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent
By: /s/ Peter Foley____________
Name: Peter Foley ______________
Title: Duly Authorized Signatory______
NEW LENDER:
AGFIRST FARM CREDIT BANK, as New Lender
By: /s/ Brandon Waring
Name: Brandon Waring
Title: Duly Authorized Signatory
[Lender Joinder Agreement (Spartan)]
DOCPROPERTY "DocID" \* MERGEFORMAT 7657787.3
Exhibit 10.21
Exhibit A
to
Joinder Agreement
Commitments
Lender
Total
Commitment
Tranche A
Commitment
Tranche A-1
Commitment
Wells Fargo Capital Finance, LLC
$235,000,000
$222,500,000
$12,500,000
Bank of America, N.A.
Fifth Third Bank
BMO Harris Bank, N.A.
JPMorgan Chase Bank, N.A.
U.S. Bank National Association
Compeer Financial, PCA
PNC Bank, National Association
TD Bank, N.A.
Associated Bank, National
Association
$230,000,000
$135,000,000
$105,000,000
$90,000,000
$55,000,000
$50,000,000
$40,000,000
$75,000,000
$40,000,000
$217,500,000
$12,500,000
$125,000,000
$10,000,000
$100,000,000
$5,000,000
$90,000,000
$55,000,000
$50,000,000
$40,000,000
$75,000,000
$40,000,000
-
-
-
-
-
-
-
CoBank, ACB
$75,000,000
$75,000,000
AgFirst Farm Credit Bank
$75,000,000
$75,000,000
Total
$1,205,000,000
$1,165,000,000
$40,000,000
DOCPROPERTY "DocID" \* MERGEFORMAT 7657787.3
Exhibit 10.22
EXHIBIT A
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE
This Agreement sets forth the terms of your separation of employment with David Sisk (the “Executive”)
and SpartanNash Company (the “Company”). If you understand and agree with these terms, please
sign in the space provided below. If the Executive and the Company sign below, this will be a legally
binding document representing the entire agreement between the Executive and the Company regarding
the subjects it covers. We will refer to this document as this “Agreement.”
Termination Date. Executive’s last day of work with the Company will be December 30, 2023.
Consideration. The Company will pay Executive:
a.A lump sum payment of $984,000 representing 1.5 times your current annual salary plus target
annual bonus. Payment shall be made in a lump sum payment within 60 days following your
termination date:
i.Annual Salary: $410,000
ii.Target Bonus @ 60% of Annual Salary: $246,000
Total of $656,000 x 1.5 = $984,000
b.The 2023 Annual Incentive Plan Bonus is based upon the corporate achievement of the EBITDA
goal as approved by the Board of Directors. The Bonus, if approved, shall be paid at the same time
as bonuses are paid to other employees of the Company, but not later than two and a half months
after the end of the fiscal year in which the termination date occurs.
c.A $20,286 lump sum payment to reimburse the cost of Executive’s retiree medical coverage, in
lieu of COBRA plan coverage under the SpartanNash benefit plans. Payment shall be made in a
lump sum payment within 60 days following your termination date.
d.During the 18 month period following the termination date, the Company will continue the
Executive’s Ayco tax and financial planning benefit offered to the Executive during his term of
employment.
e.A consulting fee in the amount of $375,000, less applicable taxes, withholdings and other
deductions for consulting and transition services related to the Company’s military business.
Executive agrees to be available for consultation and assistance required by the Company for a 12-
month period following the termination date. The consulting fee shall be payable in two (2)
installments. The first installment representing seventy percent (70%) of the consulting fee shall be
due and payable within 60 days following your termination date, and the second and final installment
for the remaining 30 percent (30%) of the consulting fee shall be due on or before December 1st,
2024 based on successful performance of Executive’s consulting services.
f.SpartanNash shall pay the household moving expenses incurred in connection with Executive’s
movement of household goods to Florida, not to exceed $10,000.
1
Exhibit 10.22
g.The Company shall pay any other amounts earned, accrued, and owing but not yet paid and any
benefits accrued and due under any applicable benefit plans and programs of the Company
(“Accrued Obligations”), regardless of whether the Executive executes or revokes the Release.
Release of Claims. In exchange for the payment(s) described in the Consideration clause above, you
hereby waive all claims available under federal, state or local law against the Company and the
directors, officers, employees, employee benefit plans and agents of the Company arising out of your
employment with the Company or the termination of that employment, including but not limited to all
claims arising under the Americans with Disabilities Act, the Civil Rights Act of 1991, the Employee
Retirement Income Security Act, the Equal Pay Act, the Genetic Information Non-discrimination Act,
the Family and Medical Leave Act, Section 1981 of the United States Code, Title VII of the Civil
Rights Act, the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act,
the Elliott-Larsen Civil Rights Act, Michigan Persons With Disabilities Civil Rights Act, Michigan Equal
Pay Law, Michigan Whistleblower's Protection Act, Michigan Paid Medical Leave Act, Michigan
Minimum Wage Law of 1964, Michigan Payment of Wages and Fringe Benefits Law, Michigan Sales
Representatives Commission Act, if applicable, Michigan WARN Laws, the Bullard-Plawecki
Employee Right to Know Act, the Social Security Number Privacy Act, the Internet Privacy Protection
Act, and Michigan Occupational Safety and Health Act, as well as wrongful termination claims, breach
of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to
the fullest extent they may be released under applicable law), defamation or other tort claims, and claims
for attorneys’ fees and costs. You are not waiving your right to vested benefits under the written terms
of the retirement plan, claims for unemployment or workers’ compensation benefits, any claims arising
after the date on which you sign this Agreement, or claims that are not otherwise waivable under
applicable law. In addition, you are not waiving any claim relating to directors’ and officers’ liability
insurance coverage or any right of indemnification under the Company’s articles of incorporation and
bylaws.
Medicare Disclaimer. You represent that you are not a Medicare beneficiary as of the time you enter
into this Agreement. To the extent that you are a Medicare beneficiary, you agree to contact a
Company Human Resources Representative for further instruction.
Limit on Disclosures. You shall not disclose or cause to be disclosed the terms of this Agreement to
any person (other than your spouse or domestic/civil union partner, attorney and tax advisor), except
pursuant to a lawful subpoena, as set forth in the Reports to Government Entities clause below or as
otherwise permitted by law. This provision is not intended to restrict your legal right to discuss the
terms and conditions of your employment.
Reports to Government Entities. Nothing in this Agreement, including the Limit on Disclosures or
Release of Claims clause, restricts or prohibits you from initiating communications directly with,
responding to any inquiries from, providing testimony before, providing confidential information to,
reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation
directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal
Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board,
the Department of Justice, the Securities and Exchange Commission, Congress, and any agency
Inspector General (collectively, the “Regulators”), or from
2
Exhibit 10.22
making other disclosures that are protected under the whistleblower provisions of state or federal law or
regulation. However, to the maximum extent permitted by law, you are waiving your right to receive
any individual monetary relief from the Company or any others covered by the Release of Claims
resulting from such claims or conduct, regardless of whether you or another party has filed them, and in
the event you obtain such monetary relief, the Company will be entitled to an offset for the payments
made pursuant to this Agreement. This Agreement does not limit your right to receive an award from
any Regulator that provides awards for providing information relating to a potential violation of law.
You do not need the prior authorization of the Company to engage in conduct protected by this
paragraph, and you do not need to notify the Company that you have engaged in such conduct.
Please take notice that federal law provides criminal and civil immunity to federal and state claims for
trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or
government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1)
and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in
connection with a lawsuit for retaliation for reporting a suspected violation of the law.
Nonadmission of Liability. Nothing in this Agreement is an admission of any wrongdoing, liability or
unlawful activity by you or by the Company.
No Other Amounts Due. You acknowledge that the Company has paid you all wages, salaries,
bonuses, benefits and other amounts earned and accrued, less applicable deductions, and that the
Company has no obligation to pay any additional amounts other than the payment(s) described in the
Consideration clause of this Agreement.
Signature. The Company hereby advises you to consult with an attorney prior to signing this
Agreement. You acknowledge that you have had a reasonable amount of time to consider the terms of
this Agreement and you sign it with the intent to be legally bound.
Acknowledgment of Voluntariness and Time to Review. You acknowledge that:
•you read this Agreement and you understand it;
•you are signing this Agreement voluntarily in order to release your claims against the Company
in exchange for payment that is greater than you would otherwise have received;
•you are signing this Agreement after the date of your separation from the Company and you
were offered at least 21 days to consider your choice to sign this Agreement;
•the Company advises you to consult with an attorney;
•you know that you can revoke this Agreement within seven days of signing it and that the
Agreement does not become effective until that seven-day period has passed. To revoke,
contact Ileana McAlary, Chief Legal Officer.
•you agree that changes to this Agreement before its execution, whether material or immaterial,
do not restart your time to review this Agreement.
3
Exhibit 10.22
Agreed into by the following parties:
SpartanNash
_/s/ Tony Sarsam________________
Name: _Tony Sarsam_____________
Date: __01/04/2024_____________
EXECUTIVE
_/s/ David Sisk_____________________
Name: _David Sisk_ _______________
Date: _12/31/2023___________________
4
Exhibit 19
POLICIES AND PROCEDURES
Policy Name: SpartanNash Company Insider Trading Policy
Document
Owner:
Responsible
Executive:
Ileana McAlary,
EVP Chief Legal
Officer & Secretary
Effective:
August 23,
2023
Updated:
August 23, 2023
Ileana McAlary, EVP Chief
Legal Officer & Secretary
Editors:
Ileana McAlary, EVP Chief Legal Officer
& Secretary
CONFIDENTIAL: This document is the property of SpartanNash and may not be copied or disclosed to
others without authorization from the document owner or responsible executive. Additionally, this policy may
not be amended or modified without the approval of the SpartanNash Chief Legal Officer.
Executive Summary
The Board of Directors (the “Board”) of SpartanNash Company (together with its subsidiaries, the “Company”) has
adopted this policy regarding insider trading (this “Policy”). This Policy sets forth acceptable transactions in
Company securities by our associates (including executive officers), members of the Board, advisors, and
consultants (collectively, “Insiders”), and also applies to certain family members and affiliates of Insiders. All Insiders
must:
Refrain from buying, selling, or gifting securities of the Company (or any other public company) while in possession
of Material Nonpublic Information (as defined below);
Refrain from disclosing Material Nonpublic Information (as defined below) to others who might trade securities based
on such information; and
Protect confidential Company information from unintended disclosure.
A good general rule of thumb: when in doubt, do not trade.
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 1 of 11
Table of Contents
Purpose
Company Assistance
Individual Responsibility
Covered Individuals
Covered Transactions
Exceptions
Material Nonpublic Information
Prohibitions; Protection of Information
Additional Limitations and Requirements for Corporate Insiders
Preapproved Trading Plans for Corporate Insiders
Additional Restrictions for Corporate Insiders
Potential Civil and Criminal Penalties and Disciplinary Action
Reporting of Violations
Distribution of Insider Trading Policy
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 2 of 11
Exhibit 19
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3
3
3
4
4
5
6
7
9
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10
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Exhibit 19
Purpose
Preventing insider trading is necessary to comply with the federal securities laws and to preserve the integrity and
reputation of the Company and that of all persons associated with the Company. The purpose of this Policy is to
define the restrictions and procedures applicable to the purchase, gift, and/or sale of any type of securities that the
Company may from time to time issue (“SpartanNash Securities”), including, without limitation, common stock,
options to purchase common stock, debt securities, preferred stock, convertible debentures and exchange-traded
options or other derivative securities and securities of other publicly traded companies by persons having access to
Material Nonpublic Information (as defined below).
It is important that you understand the breadth of activities that constitute illegal insider trading and the
consequences, which can be serious. Both the U.S. Securities and Exchange Commission (“SEC”) and the Nasdaq
Stock Market investigate and are very effective at detecting insider trading. Cases have been successfully
prosecuted against individuals as a result of trades involving only a small number of shares. There are no exceptions
for small or “immaterial” transactions.
Company Assistance
Any person who has questions regarding this Policy or its application to any proposed trade may obtain additional
guidance from the Company’s Chief Legal Officer. Ultimately, however, the responsibility for adhering to this Policy
and avoiding unlawful transactions rests with the individual. The Chief Legal Officer, or in his/her absence the
designee in the Legal Department, shall be responsible for interpreting this Policy.
Individual Responsibility
Every Insider subject to this Policy has the individual responsibility to comply with this Policy. Individuals subject to
this Policy are responsible for ensuring that certain family members and affiliates (as described under the “Covered
Individuals” section below) also comply with the Policy. You may, from time to time, have to forgo a proposed trade
in SpartanNash Securities or securities of another publicly traded company even if you planned on making the trade
before learning of the Material Nonpublic Information (as defined below), and even though you believe you may suffer
an economic loss or give up an opportunity for profit by waiting.
Covered Individuals
This Policy applies to:
· Insiders;
· Anyone who resides with an Insider in his/her respective households;
· Any family members who do not live with the above-designated persons, but whose transactions in
SpartanNash Securities are directed by, or are subject to, their influence or control, such as parents or
children;
· Any other person or entity, including a trust, corporation, partnership or other association, that effects a
transaction in SpartanNash Securities which securities are beneficially owned by the above-designated
persons, or any such entity controlled by the above-designated persons; and
Any other persons designated by the Chief Legal Officer as covered by this Policy because they have access to
Material Nonpublic Information.
The individuals and entities described above are referred to as “Covered Individuals”.
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 3 of 11
Exhibit 19
This Policy applies to all of the following: accounts in the name of Covered Individuals; accounts over which they
exercise control; and accounts in which they have any direct or indirect financial or other beneficial interest. It is your
obligation to make Covered Individuals affiliated with you aware of, and understand and comply with, the provisions
and obligations of this Policy.
Covered Transactions
This Policy applies to all transactions in:
· any SpartanNash Securities; and
· the publicly traded securities of any entity, including customers and suppliers of the Company, where such
entity enters into discussions or transactions with the Company regarding a significant contract or order, a
combination or consolidation, merger, acquisition or similar transaction (each such entity, a “Public
Company”).
Material Nonpublic Information (as defined below) is not limited to information regarding the Company. It is possible
for an Insider to acquire Material Nonpublic Information about a Company business partner or prospective business
partner (“Business Partner”).
If an Insider obtains Material Nonpublic Information regarding a Business Partner that relates to Company business,
the Insider is prohibited from trading in the securities of the Company and the Business Partner. If an Insider obtains
Material Nonpublic Information regarding a Business Partner that does not affect the Company (e.g., a new product
launch, merger of the Business Partner and another company, etc.), then the Insider may not trade in the securities
of the Business Partner or any other companies to which the information applies.
Exceptions
The exceptions to these restrictions are extremely limited. The trading restrictions under this Policy do not apply to:
1. The exercise of stock options granted by the Company using a “net share settlement” approach such that no
shares are sold, and the exercise price and any taxes withheld are paid with shares surrendered to the
Company, as permitted by the applicable stock option or equity compensation plan, as long as the person
exercising the option is not in possession of Material Nonpublic Information at the time of the exercise. Any
subsequent sale of any shares acquired pursuant to such exercise is subject to this Policy. Please
remember that any transaction involving the sale of shares, including a broker-assisted cashless exercise of
an option, is not exempt from this Policy.
2. Periodic purchases of Company common stock in the Savings Plus Plan through payroll deductions, provided
that the initial election with respect to such deductions is not made while in the possession of Material
Nonpublic Information.
3. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right
pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding
requirements upon the vesting of any restricted stock. Please remember that any transaction involving the
market sale of previously restricted stock is not exempt from this Policy.
4. Transactions made under a trading plan that meets the requirements of Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), and the requirements of this Policy relating thereto
(“Rule 10b5-1 Trading Plan”).
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 4 of 11
Exhibit 19
If you are unsure about whether or not one of these exceptions applies to your situation, you should exercise caution
by not trading until you have an opportunity to fully consult with the Chief Legal Officer or his/her designee.
Material Nonpublic Information
Insider trading involves trading “on the basis of” Material Nonpublic Information (as defined below) or providing
Material Nonpublic Information to other persons who may trade on the basis of that information. Under current U.S.
federal securities laws, a person trades “on the basis of” Material Nonpublic Information about a security or entity if
the person making the purchase, sale, or gift was aware of the Material Nonpublic Information when the person made
the purchase, sale, or gift.
“Material Nonpublic Information” means Material Information that has not been disclosed generally to the investing
public in a manner that complies with applicable securities laws (e.g., by a widely-disseminated press release or in
a report furnished or filed with the SEC). The circulation of rumors, even if accurate and reported in the media, does
not make information “public.” One common misconception is that Material Information loses its “nonpublic” status
as soon as a press release is issued disclosing the information.
In fact, Material Information that has been broadly released to the public through appropriate channels is not
considered to be “public” until investors and the financial community have had time to fully absorb the information;
until such time, it should continue to be regarded as Material Nonpublic Information and an illegitimate basis for
trading. As a general rule, information should not be considered “public” until two full trading days have passed
following publication. For example, if the Company announces financial results on Monday after market close, the
window period will begin at market open on Thursday. If the Company announces financial results on Monday before
market open, the window period will begin at market open on Wednesday.
“Material Information” means information about a company that:
· would be considered by a reasonable investor to be important information in making a decision to buy, sell, or
hold a security;
· when publicly disclosed, would be expected to significantly alter the total mix of information in the marketplace
about such company; or
· when publicly disclosed, could reasonably be expected to have an effect on the price of such company’s
securities.
Material Information can be positive or negative and can relate to virtually any aspect of a company’s business or to
any type of security – debt or equity. Some examples of Material Information include:
· significant mergers, divestitures, acquisitions, tender offers, joint ventures, or changes in assets, whether
pending or proposed;
· changes in previously communicated guidance concerning earnings or results of operations;
· major management changes or changes in control;
· major restructuring actions, financing transactions or asset impairments and associated charges (such as
those arising from a decision to exit a line of business);
· significant developments regarding customers or suppliers (e.g., acquisition or loss of a major contract);
· changes in auditors, or auditor notification that such company may no longer rely on the audit report;
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 5 of 11
Exhibit 19
· events regarding such company’s securities (e.g., defaults; redemptions; splits; repurchase plans; changes in
dividends; changes in rights of holders; offerings of additional securities);
· significant gains or losses in major business operations;
· significant employee terminations or layoffs;
· significant litigation against such company or any significant development relating to such litigation;
· knowledge of a significant data security, privacy or cybersecurity incident;
· significant regulatory approvals or challenges;
· impending bankruptcy, significant changes in debt levels or liquidity problems; and
· any other information that might have a significant impact on the market value of such company’s securities.
Any person who has a doubt about whether he/she is aware of Material Nonpublic Information concerning
SpartanNash should contact the Chief Legal Officer at (616) 878-2200.
Prohibitions; Protection of Information
· Do not Trade While in Possession of Material Nonpublic Information
a. SpartanNash Securities. No Covered Individual shall engage in any transaction involving the purchase,
sale, gifting, or, for Insiders, pledging (as described under the “Additional Restrictions on Trading”
section below) of any SpartanNash Securities, or otherwise advise or assist any third-party trading in
SpartanNash Securities, while aware of Material Nonpublic Information regarding SpartanNash or any of
its securities.
b. Other Company’s Securities. Similarly, if a Covered Individual obtains Material Nonpublic Information with
respect to any Public Company, he or she shall not engage in any transaction involving the purchase,
gift, or sale of the Public Company’s securities. If an Insider is in possession of Material Nonpublic
Information when his or her employment or service terminates, such Insider may not trade in
SpartanNash Securities until such information has become public or is no longer Material Information.
· Do Not Disclose to Others Who Might Trade
Covered Individuals must not communicate Material Nonpublic Information to any person who does not need that
information for a legitimate business purpose, or recommend to anyone the purchase or sale of securities when
aware of Material Nonpublic Information about the company involved. This practice, known as “tipping,” also violates
the securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though
you did not actually trade and did not receive a portion of the proceeds from another person’s trading. Both the
“tipper” (the person giving the tip to someone else) and the “tippee” (the person receiving the tip) have liability under
U.S. securities laws.
Tippees inherit an insider’s duties to keep confidential corporate information and are liable for trading on material,
nonpublic information illegally provided to them by a corporate insider. In other words, if you receive an inside “tip,”
you become a de facto insider and cannot trade while in possession of the information until after it becomes public.
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 6 of 11
Exhibit 19
Similarly, tippees who pass the information along to others who trade may also be found liable, even if the tippee
passes the information but does not trade him or herself. Individuals can obtain Material Nonpublic Information by
receiving tips from others or through, among other things, conversations at social, business or other gatherings.
· Protect Material Nonpublic Information
In order to reduce the possibility that Material Nonpublic Information will be inadvertently disclosed:
· You must treat Material Nonpublic Information as confidential, exercise the utmost caution in preserving the
confidentiality of that information, and should not discuss it with any other person who does not need to
know it for legitimate business purposes.
· You should refrain from discussing information relating to the Company, any of its subsidiaries, or any Public
Company, in public places where such discussions can be overheard.
· If you become aware of a leak of Material Nonpublic Information, whether inadvertent or otherwise, you should
report the leak immediately to the Chief Legal Officer.
Holds. The Chief Legal Officer of the Company may, from time to time, notify Insiders, or some subset of Insiders,
that purchases, sales, and gifts of SpartanNash Securities should be suspended until further notice. Upon receipt of
such a notice, all who receive it should cancel any outstanding unfilled purchase and sale orders previously placed
with brokers and should refrain from purchasing, selling or gifting any SpartanNash Securities or arranging any new
transactions of SpartanNash Securities until further notice.
Such notifications generally will not state the reason for the hold. It should be cautioned that the existence of a hold
on purchases, gifts, and sales may itself be Material Information. Insiders should not communicate the existence of
a hold except to the extent absolutely necessary to prevent securities transactions by persons for whom they are
responsible.
Additional Limitations and Requirements for Corporate Insiders
The following provisions of the Policy apply to:
· all members of the Board;
· all the individuals identified as executive officers in the Company’s most recently filed annual report on Form
10-K;
· any other person designated as an executive officer by the Board;
· family members or other persons living in the same household as the above-designated persons, any family
members who do not live with the above-designated persons but whose transactions in SpartanNash
Securities are directed by, or are subject to, their influence or control, such as parents or children, as well
as any other person or entity, including a trust, corporation, partnership or other association, which
securities are beneficially owned by one of the above-designated persons or which is controlled by one of
the above-designated persons.
· any other person designated as a Corporate Insider by the Chief Legal Officer.
The individuals and entities described above are collectively referred to as “Corporate Insiders.”
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 7 of 11
Exhibit 19
Trading Windows. The risk of allegations of trading on inside information is minimized if Corporate Insiders limit
their purchases, sales, and gifts of SpartanNash Securities to periods when the general public has recently received
current financial information about the Company. Except as the Chief Legal Officer may expressly authorize in
advance and in writing, Corporate Insiders must limit their purchases, sales, and gifts of SpartanNash Securities to
the period beginning on the third trading day after the Company releases its quarterly financial results to the general
public and continuing for the period set forth below (such period, the “Trading Window”):
a. 15 trading days following the release of first quarter and third quarter results; and
b. 20 trading days following the release of second quarter and fourth-quarter and year-end results.
For the purposes of this section, a “trading day” is a day on which the Nasdaq Stock Market (or other national
securities exchange on which the Company’s common stock is traded) is open for trading.
In addition, all trades by Corporate Insiders must be pre-cleared, as described more fully below, even when the trade
is within a Trading Window.
Purchases of SpartanNash Securities made pursuant to the Savings Plus Plan or Associate Stock Purchase Plan
need not be confined to the periods above, as long as the decision to participate in either such plan is made at a
time when the Corporate Insider would be eligible to purchase or sell SpartanNash Securities during a Trading
Window described above, and at a time when the Corporate Insider was not in possession of Material Nonpublic
Information. Additionally, purchases of SpartanNash Securities made pursuant to a valid pre-existing Rule 10b5-1
Trading Plan need not be confined to the periods above, as described more thoroughly in the “Preapproved Trading
Plans for Corporate Insiders” section below.
Even when a contemplated trade falls within a Trading Window, purchases, sales, and gifts should not, in any event,
be made if and when the Corporate Insider is in fact in possession of Material Nonpublic Information. In addition, from
time to time, upon prior notice to the persons affected, the Company may impose event-specific special blackout
periods during which some or all Corporate Insiders are prohibited from trading in or gifting SpartanNash Securities.
Pre-Clearance of Trading
All purchases, sales and other transactions in SpartanNash Securities by Corporate Insiders must be pre-cleared
by the Chief Legal Officer or his/her designee. Prior to initiating any trade in SpartanNash Securities, all Corporate
Insiders must deliver to Human Resources, a completed “Request for Clearance to Engage in Transactions in
SpartanNash Securities” application form, which is attached to this Policy, at least two business days in advance
of the proposed transaction.
Clearance, if granted, will generally be valid for the duration of the Trading Window in which such clearance was
granted, unless earlier revoked by the Chief Legal Officer. Notwithstanding the foregoing, a Corporate Insider may
not make any purchases or sales of SpartanNash Securities at any time she or he is aware of any Material
Nonpublic Information relating to the Company.
We also require that all Corporate Insiders submit to Human Resources a copy of any trade order or confirmation
relating to the purchase, sale, or gift of SpartanNash Securities with a broker other than UBS. Section 16 Officers
must report any such purchase, sale or gift of SpartanNash Securities to the Chief Legal Officer in advance of any
trades or gifts taking place. This information is necessary to enable the Company to monitor trading by Corporate
Insiders and ensure that all such trades are properly reported.
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 8 of 11
Exhibit 19
Preapproved Trading Plans for Corporate Insiders
Rule 10b5-1 of the Exchange Act provides an affirmative defense against insider trading liability for a transaction
done pursuant to a written plan, or a binding contract or instruction, entered into in good faith at an earlier time when
the Corporate Insider was not aware of Material Nonpublic Information, even though the trade in question may occur
at a time when the person is aware of Material Nonpublic Information.
The Company may, in appropriate circumstances, permit trades pursuant to a trading program that complies with
Rule 10b5-1 to take place outside the Trading Windows described above, provided that the Rule 10b5-1 Trading Plan
is approved pursuant to Company policies and procedures.
Insiders who wish to establish a Rule 10b5-1 Trading Plan should refer to the Company’s Guidelines for Rule 10b5-1
Trading Plans which are attached as Exhibit A hereto.
Individual transactions that take place pursuant to an approved Rule 10b5-1 Trading Plan need not be pre-cleared in
the manner described above. However, note that trades made pursuant to Rule 10b5-1 Trading Plans outside of
UBS, the Company’s broker, must still be reported to Human Resources within one business day of any such
transaction. The Company reserves the right to bar any transactions in SpartanNash Securities or other securities,
even those pursuant to previously approved Rule 10b5-1 Trading Plans.
Directors and officers may not engage in any “hedging” transactions (such as “collar” transactions, contingent or
forward sales, or other similar or related transactions) if they are trading in SpartanNash Securities pursuant to a
Rule 10b5-1 Trading Plan. Please see the Company's Policy on Hedging and Pledging Company Stock for more
information.
Additional Restrictions for Corporate Insiders
Short Sales. Federal securities laws generally, and the Company’s policy, prohibit “short” sales by Corporate
Insiders. Corporate Insiders may not directly or indirectly sell any SpartanNash Securities if the person selling the
security does not own the security or, if he or she owns the security, the person does not deliver it against such sale
within 20 days after the sale or does not mail or otherwise make customary arrangements for delivery of the security
within five days after the sale.
Hedging and Pledging. The Company's policy on hedging and pledging SpartanNash Securities prohibits
executive officers and directors from: (a) purchasing any financial instrument or entering into any transaction that is
designed to hedge or offset any decrease in the market value of SpartanNash Securities (including, but not limited
to, prepaid variable forward contracts, equity swaps, or collars); and (b) pledging or otherwise encumbering
SpartanNash Securities as collateral for indebtedness. This prohibition includes, but is not limited to, holding such
shares in a margin account. Please see the Company’s Policy on Hedging and Pledging Company Stock for more
information.
Trading on a Short-Term Basis. The Company’s policy prohibits Corporate Insiders from trading in SpartanNash
Securities on a short-term basis; any SpartanNash Securities purchased other than through the exercise of a stock
option must be held for a minimum of six months.
Bids and Purchases During a Distribution. Regulation M under the Securities Act regulates trading by certain
persons interested in a distribution of securities. On occasion, the Company may issue SpartanNash Securities in a
general public offering or in a business combination in exchange for the securities of the company to be acquired. In
these transactions, Regulation M will prohibit certain trading by the Company and its directors and officers during the
period the Company distributes SpartanNash Securities. At least one day prior to the filing date of the Company’s
registration statement for the securities to be offered, the Company and its directors and officers must cease bidding
for or purchasing SpartanNash Securities to be distributed.
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 9 of 11
Exhibit 19
Potential Civil and Criminal Penalties and Disciplinary Action
The penalties for violation of insider trading laws are severe. An individual who trades on (or tips) Material Nonpublic
Information is subject to U.S. civil penalties of up to three times the profit gained or loss avoided, U.S. criminal
penalties of up to $5,000,000, and/or up to 20 years in jail, as well as any penalties, civil or criminal, under the
applicable insider trading laws of other jurisdictions. If the Company fails to take appropriate steps to prevent insider
trading, the Company and its Directors, officers and other supervisory personnel may be subject to civil penalties of
up to the greater of $1,000,000 or three times the profit gained or loss avoided. The Company may also be subject to
potential criminal penalties of up to $25,000,000.
Insiders who fail to comply with this Policy will be subject to appropriate disciplinary action, including ineligibility for
participation in any Company equity compensation plan or termination of employment, whether or not the failure to
comply is also a violation of law.
Reporting of Violations
Any Insider who violates the prohibitions against insider trading described in this Policy or knows of any such
violation by any other person, must report the violation immediately to the Chief Legal Officer.
Distribution of Insider Trading Policy
The Chief Legal Officer of the Company will cause a copy of the Insider Trading Policy to be distributed or made
available to all Insiders. All Insiders must confirm their receipt and understanding of the policy to the Chief Legal
Officer in writing. The Chief Legal Officer of the Company may authorize variances in the procedures set forth in this
Policy, provided that those variances are consistent with the general purpose of this Policy and applicable securities
laws. Any such variance must be confirmed in writing.
Inquiries regarding any of the provisions or procedures of this Policy should be directed to the Chief Legal Officer
(616-878-2200).
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 10 of 11
Exhibit 19
Revision Log
Version: Date: Editors:
[Date]
0.0
[Name, Title]
Description of change:
Released
SpartanNash Company Insider Trading Policy, August 23, 2023 Page 11 of 11
Exhibit 19
POLICIES AND PROCEDURES
Policy Name: SpartanNash Company Guidelines for Rule 10b5-1 Trading Plans
Document
Owner:
Responsible
Executive:
Ileana McAlary,
EVP Chief Legal
Officer & Secretary
Effective:
August 23,
2023
Updated:
August 23, 2023
Ileana McAlary, EVP Chief
Legal Officer & Secretary
Editors:
Ileana McAlary, EVP Chief Legal Officer
& Secretary
CONFIDENTIAL: This document is the property of SpartanNash and may not be copied or disclosed to
others without authorization from the document owner or responsible executive. Additionally, this policy may
not be amended or modified without the approval of the SpartanNash Chief Legal Officer.
Executive Summary
SpartanNash Company (together with its subsidiaries, the “Company”) prohibits all Insiders, including directors,
officers, associates, advisors and consultants who work with us from buying or selling securities when any such
persons are aware of Material Nonpublic Information about the Company. The only exception to this prohibition is for
transactions by Corporate Insiders conducted pursuant to a written trading plan that meets the requirements of Rule
10b5-1 of the Securities Exchange Act of 1934, as amended, and the conditions set forth in these guidelines (the
“Guidelines”). We refer to such plans as “Rule 10b5-1 Trading Plans.” Capitalized terms not defined in these
guidelines have the meaning provided in the SpartanNash Company Insider Trading Policy.
Any Corporate Insider who wishes to enter into a Rule 10b5-1 Trading Plan must obtain approval of such Rule 10b5-1
Trading Plan. Approval may be withheld in the Company’s sole discretion. To implement a plan, you must first
complete a Request for Clearance to Engage in Transactions in SpartanNash Securities and submit the completed
form and proposed plan to the Chief Legal Officer for approval.
These Guidelines are subject to all federal securities laws requirements, including any final rules that may
be adopted by the Securities and Exchange Commission relating to 10b5-1 plans.
SpartanNash Company Guidelines for Rule 10b5-1 Trading Plans, August 23, 2023 Page 1 of 5
Table of Contents
Executive Summary
Table of Contents
Affirmative Defense under Rule 10b5-1
Broker
Restrictions
Approval
SpartanNash Company Guidelines for Rule 10b5-1 Trading Plans, August 23, 2023 Page 2 of 5
Exhibit 19
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Exhibit 19
Affirmative Defense under Rule 10b5-1
Rule 10b5-1 provides a defense from insider trading liability. To be eligible to rely on this defense, a Corporate Insider
must enter into a written trading plan for transactions in SpartanNash Securities that meets certain conditions
specified in Rule 10b5-1. If a trading plan meets the requirements of Rule 10b5-1, our securities may be purchased
or sold under the Rule 10b5-1 Trading Plan without regard to certain insider trading restrictions, such as the
possession of Material Nonpublic Information.
Rule 10b5-1 requires that a person enter into a written plan in good faith and when he or she is not aware of Material
Nonpublic Information. Once a Rule 10b5-1 Trading Plan is adopted, the Corporate Insider who entered into the Rule
10b5-1 Trading Plan may not exercise any influence over the amount of securities to be traded, the price at which
they are to be traded or the date of the trade. The Rule 10b5-1 Trading Plan must either specify the amount, pricing
and timing of transactions in advance or delegate discretion on these matters to an independent third party. Once a
Rule 10b5-1 Trading Plan is in place, the Corporate Insider should not trade in SpartanNash Securities that are
subject to that plan, even during open Trading Windows, except with the prior written approval of the Company’s
Chief Legal Officer.
Broker
We have selected UBS as the brokerage firm with which any associate may establish a Rule 10b5-1 Trading Plan.
The number of shares of SpartanNash Securities to be sold, the price at which the shares may be sold or the date(s)
on which the shares may be sold under such a plan shall be determined by the person entering into the Rule 10b5-1
Trading Plan. The plan should also have a beginning and ending date. UBS can help you devise the trading
parameters that meet your specific requirements. In order to initiate the process for implementing a Rule 10b5-1
Trading Plan with UBS, you should contact the Company’s Director of Benefits or his/her delegate at 616-878-2699.
Restrictions
The following restrictions apply to all Rule 10b5-1 Trading Plans entered into by our Corporate Insiders:
· You may not enter into, modify or terminate a Rule 10b5-1 Trading Plan during a blackout period or
while you are in possession of Material Nonpublic Information. All plans must be executed during a
Trading Window. Additionally, all plans must include representations that (a) you are entering into the plan
in good faith, and not as part of a plan or scheme to shield trades that would otherwise be considered
violations of the insider trading laws, and (b) that you are not in possession of any Material Nonpublic
Information regarding the Company at the time of adoption of the plan.
· You may have only one active plan at a time and it must be the sole outstanding Rule 10b5-1 Trading Plan for
such Corporate Insider, unless an exception is approved in advance by the Chief Legal Officer after
evaluating whether any such additional plan would be permitted by Rule 10b5-1.
· A plan may not be entered into, terminated, or modified without the prior approval of the Chief Legal Officer and
only during an open Trading Window. Early terminations of, or modifications to, a Rule 10b5-1 Trading Plan
are strongly discouraged as any modification may eliminate the legal protection against claims of insider
trading provided for all prior transactions under the plan. Approval of any modification or termination will be
reserved for highly unusual or extraordinary circumstances.
In any event, entry into new plans and amendments or terminations of existing plans can only be made
when the participant does not possess Material Nonpublic Information. Amendments of existing plans must
meet all requirements of a newly adopted plan, as if adopted on the date of modification.
SpartanNash Company Guidelines for Rule 10b5-1 Trading Plans, August 23, 2023 Page 3 of 5
Exhibit 19
· Any Rule 10b5-1 Trading Plan must have a duration of at least six (6) months and no more than twenty four
(24) months.
· For Company directors and Section 16 officers, no trade under a Rule 10b5-1 Trading Plan may be triggered
earlier than the later to occur of (i) 90 days after the date the Rule 10b5-1 Trading Plan is executed or
modified, or (ii) 2 business days after the filing of the Company’s Form 10-Q (or Form 10-K for any plan
executed or modified during the fourth fiscal quarter) for the fiscal quarter in which the plan was executed or
modified, up to a maximum of 120 days after the date the plan is executed. For other Corporate Insiders,
such individuals may not commence purchases or sales under a Rule 10b5-1 Trading Plan until at least
thirty (30) calendar days following the date you entered into or modified the Rule 10b5-1 Trading Plan. For
the avoidance of doubt, a plan may not have its first transaction during the Trading Window in which it is
executed.
· If such Rule 10b5-1 Trading Plan is a single-trade plan, it must be the sole single-trade plan within any
consecutive 12-month period.
· During the term of a Rule 10b5-1 Trading Plan, you should have no communications with UBS’s 10b5-1 Group,
with the exception of trade execution notices.
· In general, when you have a Rule 10b5-1 Trading Plan in effect, you should avoid undertaking any discretionary
trades (including any discretionary option exercises followed by sales of shares of Company common
stock). Sales outside of the Rule 10b5-1 Trading Plan will be viewed in hindsight (possibly in the context of
litigation) and, in certain circumstances, could undermine the legal protection otherwise provided by the Rule
10b5-1 Trading Plan. Trades outside the Rule 10b5-1 Trading Plan could also be viewed, in certain
circumstances, as violating the prohibition against entering into any corresponding or hedging transaction
during the term of the plan. If, notwithstanding the foregoing, you wish to undertake a discretionary trade,
you may do so only if you have obtained the approval of the Chief Legal Officer.
· Suspensions in transactions under a Rule 10b5-1 Trading Plan are strongly discouraged as a suspension may
eliminate the legal protection against claims of insider trading provided for all prior transactions under the
plan. You must notify the Chief Legal Officer of any proposed suspension of your Rule 10b5-1 Trading Plan
at least two (2) business days prior to the proposed suspension date.
· You or UBS must provide prompt notice of each transaction under your Rule 10b5-1 Trading Plan so that the
Company can timely file a Form 4 report with respect to such transaction, if applicable and provided such
information regarding your trading activity is provided to the Company in the manner contemplated by these
Guidelines. Such notice shall be provided to Human Resources.
· If you are a Company director or Section 16 officer, you or UBS must, on a timely basis, make any required
filings of Form 144 with respect to transactions under your Rule 10b5-1 Trading Plan.
Additionally, the Company requires that you act in good faith with respect to the Rule 10b5-1 Trading Plan for the
entire duration of the plan.
SpartanNash Company Guidelines for Rule 10b5-1 Trading Plans, August 23, 2023 Page 4 of 5
Exhibit 19
Approval
Any Rule 10b5-1 Trading Plan must be submitted for approval to the Chief Legal Officer, at least five (5) business
days prior to entry into the plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1
Trading Plan will be required.
If a proposed plan does not conform to Rule 10b5-1 or to these Guidelines, it may be rejected.
Revision Log
Version: Date: Editors:
[Date]
0.0
[Name, Title]
Description of change:
Released
SpartanNash Company Guidelines for Rule 10b5-1 Trading Plans, August 23, 2023 Page 5 of 5
EXHIBIT 21
LIST OF SUBSIDIARIES OF SPARTANNASH COMPANY
Jurisdiction of Formation
Other Names Under Which Business is
Conducted
Name
SpartanNash Logistics, LLC
Caito Foods, LLC
Erickson’s Diversified Corporation
Family Fare, LLC
Fresh City Market LLC
Gruber’s Real Estate, LLC
GLF Transport, LLC
GTL Truck Lines, Inc.
Hinky Dinky Supermarkets
Market Development, LLC
Martin's Super Markets, LLC
Martin's Super Markets of Elkhart East LLC
Martin's Super Markets of Elkhart LLC
Martin's Super Markets of Logansport LLC
Martin's Super Markets of Niles LLC
Martin's Super Markets of Nappanee LLC
Martin's Super Markets of St Joseph LLC
Martin's Super Markets of Stevensville LLC
MDV SpartanNash LLC
MSM Holdco, LLC
Martin's MO LLC
County Development LLC
Martin's West LLC
200 Elkhart Ave LLC
Martin's Integrated Pharmacy Services LLC
Nash-Finch Company
Pique Brands, Inc.
Prevo’s Family Markets, Inc.
Seaway Food Town, Inc.
Spartan Properties Management, Inc.
SpartanNash Associates, LLC
SpartanNash Procurement, LLC
Spartan Stores Distribution, LLC
Michigan
Michigan
Wisconsin
Michigan
Wisconsin
Michigan
Wisconsin
Nebraska
Nebraska
Michigan
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Delaware
Indiana
Indiana
Indiana
Indiana
Indiana
Indiana
Delaware
Delaware
Michigan
Michigan
Ohio
Michigan
Michigan
Michigan
D&W Fresh Market
D&W Pharmacy
Family Fare Pharmacy
Family Fare Supermarkets
Forest Hills Pharmacy
Forest Hills Foods
VG’s Food Center
VG’s Pharmacy
Jefferson Square (in IN)
Market Street Plaza (in IN)
MDV
Martin’s Super Markets
Family Fare, Family Fresh Market,
Supermercado Nuestra Familia
D&W Fresh Market
D&W Pharmacy
Family Fare Pharmacy
Family Fare Supermarket
Name
Spartan Stores Fuel, LLC
Super Food Services, Inc.
U Save Foods, Inc.
Valley Farm Distributing Co.
Jurisdiction of Formation
Michigan
Delaware
Nebraska
Ohio
Other Names Under Which Business is
Conducted
D&W Quick Stop
Family Fare Quick Stop
Forest Hill Fuel
VG’s Quick Stop
VFD
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-110593, 333-110952,
333-129156, 333-145432, 333-161742, 333-161745, 333-161749, 333-186683, 333-49448, 333-65802, 333-
66430, 333-71774, 333-72010, 333-75810, 333-96615, 333-192713, 333-100794, 333-204725, 333-238779,
333-265921 on Form S-8, and Registration Statement No. 333-53672 on Form S-3 of our reports dated
February 28, 2024 relating to the consolidated financial statements of SpartanNash Company and
subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial
reporting, appearing in the Annual Report on Form 10-K of the Company for the fiscal year ended
December 30, 2023.
/s/ DELOITTE & TOUCHE LLP
Grand Rapids, Michigan
February 28, 2024
POWER OF ATTORNEY
Exhibit 24
The undersigned in his or her capacity as a director of SpartanNash Company, does hereby appoint ILEANA MCALARY and
JASON MONACO or either of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an
Annual Report of SpartanNash Company on Form 10-K for its fiscal year ended December 30, 2023, and any amendments to that report,
and to file it with the Securities and Exchange Commission or other regulatory authority. Each attorney shall have power and authority
to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully
and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of
such attorneys.
/s/ M. Shân Atkins
Signature:
Print Name: M. Shân Atkins
Title:
Date:
Director
February 28, 2024
/s/ Douglas A. Hacker
Signature:
Print Name: Douglas A. Hacker
Title:
Date:
Chairman of the Board
February 28, 2024
/s/ Julien R. Mininberg
Signature:
Print Name: Julien R. Mininberg
Director
Title:
February 28, 2024
Date:
/s/ Hawthorne L. Proctor
Signature:
Print Name: Hawthorne L. Proctor
Director
Title:
February 28, 2024
Date:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
Signature:
Print Name:
Title:
Date:
/s/ Fred Bentley, Jr.
Fred Bentley, Jr.
Director
February 28, 2024
/s/ Kerrie D. MacPherson
Kerrie D. MacPherson
Director
February 28, 2024
/s/ Jaymin B. Patel
Jaymin B. Patel
Director
February 28, 2024
/s/ Pamela S. Puryear, Ph.D.
Pamela S. Puryear, Ph.D.
Director
February 28, 2024
/s/ William R. Voss
Signature:
Print Name: William R. Voss
Title:
Date:
Director
February 28, 2024
Exhibit 31.1
I, Tony B. Sarsam, certify that:
1. I have reviewed this Annual Report on Form 10-K of SpartanNash Company;
CERTIFICATION
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 officer 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 officer 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: February 28, 2024
/s/ Tony B. Sarsam
Tony B. Sarsam
President and Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
I, Jason Monaco, certify that:
1. I have reviewed this Annual Report on Form 10-K of SpartanNash Company;
CERTIFICATION
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 officer 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 officer 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: February 28, 2024
/s/ Jason Monaco
Jason Monaco
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION
Exhibit 32.1
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 Annual Report of the Company on Form 10-K for the accounting period ended December 30, 2023 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report
fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of
the Company for such period.
This Certificate is given pursuant to 18 U.S.C. § 1350 and for no other purpose.
Dated: February 28, 2024
Dated: February 28, 2024
/s/ Tony B. Sarsam
Tony B. Sarsam
President and Chief Executive Officer
(Principal Executive Officer)
/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.
Exhibit 97
POLICIES AND PROCEDURES
Policy Name: SpartanNash Company Clawback Policy
Document
Owner:
Ileana McAlary,
EVP Chief Legal
Officer & Secretary
Effective:
August 23,
2023
Updated:
August 23, 2023
Responsible
Executive:
Ileana McAlary, EVP Chief
Legal Officer & Secretary
Editors:
Ileana McAlary, EVP Chief Legal Officer
& Secretary
CONFIDENTIAL: This document is the property of SpartanNash and may not be copied or disclosed to
others without authorization from the document owner or responsible executive. Additionally, this policy may
not be amended or modified without the approval of the SpartanNash Chief Legal Officer.
Coverage
This policy will apply to any Incentive Compensation received by any Covered Associate of SpartanNash
Company (the “Company”) on or after October 2, 2023, or which by its terms is made subject to this policy.
For purposes of this policy, a “Covered Event” means the occurrence of the following events: (1) a
restatement of all or a portion of the Company’s financial statements due to material noncompliance with any
financial reporting requirement under applicable securities laws, including any required accounting restatement to
correct an error in previously issued financial statements that is material to the previously issued financial
statements, or that would result in a material misstatement if the error were corrected in the current period or left
uncorrected in the current period (a “Material Restatement Event”), (2) Incentive Compensation was awarded to, or
received by, a Covered Associate based on financial statements and/or performance metrics determined to be
materially inaccurate (regardless of whether the Covered Associate was responsible for the inaccuracy) (an
“Inaccurate Metrics Event”) or (3) as to any specific Covered Associate, ethical misconduct, serious wrongdoing, or
violation of applicable legal or regulatory requirements by the Covered Associate in the course of the Covered
Associates’ employment (“Misconduct”) that causes substantial harm to the Company (a “Misconduct Event”). For
the avoidance of doubt, Inaccurate Metrics Events shall include, but not be limited to, any Material Restatement
Event.
SpartanNash Company Clawback Policy, August 23, 2023 Page 1 of 6
Exhibit 97
1
3
3
4
4
4
4
5
5
Table of Contents
Coverage
Exercise of Clawback Authority
Material Restatement Event
Inaccurate Metrics Event
Misconduct Event
Administration
Limitations
Other
Definitions
SpartanNash Company Clawback Policy, August 23, 2023 Page 2 of 6
Exhibit 97
Exercise of Clawback Authority
Material Restatement Event
In the event of a Material Restatement Event, the Board of Directors of the Company (the “Board”) shall, as
promptly as reasonably possible, require the forfeiture and/or recoupment of the amount of Incentive Compensation
received (as determined pursuant to the following paragraph) by a Covered Executive during the applicable Recovery
Period. Forfeiture and/or recoupment of such Incentive Compensation from a Covered Executive in the event of a
Material Restatement Event shall be required regardless of whether the Covered Executive or any other person was
at fault or responsible for accounting errors that contributed to the need for the financial restatement or engaged in
any misconduct.
Subject to the Board’s authority in the event of a Misconduct Event (as described below), if a Material
Restatement Event occurs, the amount of Incentive Compensation subject to forfeiture and/or recoupment will be
limited to (i) the Incentive Compensation received by the Covered Executive during the applicable Recovery Period
based on the erroneous data and calculated without regard to any taxes paid or withheld, minus (ii) the Incentive
Compensation that would have been received by the Covered Executive had it been calculated based on the restated
financial statements or if such financial statements or performance metrics had been accurate, as applicable. With
respect to Incentive Compensation based on stock price or TSR, where the amount of erroneously awarded
compensation is not subject to mathematical recalculation directly from the information in the financial restatement,
then the Committee shall determine the amount to be recovered based on a reasonable estimate of the effect of the
financial restatement on the stock price or TSR upon which the Incentive Compensation was received and the
Company shall document the determination of that reasonable estimate and provide it to the Nasdaq Stock Market
(“Nasdaq”). In the case of a Material Restatement Event, Incentive Compensation is considered to have been
received by a Covered Executive in the fiscal year during which the applicable financial reporting measure was
attained or purportedly attained, regardless of when the payment or grant of such Incentive Compensation occurs.
Notwithstanding the foregoing, in the event of a Material Restatement Event, the compensation required to
be recouped under this policy shall not include Incentive Compensation received by such Covered Executive (i) prior
to beginning service as a Covered Executive or (ii) if he or she did not serve as a Covered Executive at any time
during the performance period applicable to the Incentive Compensation in question. In addition, the Committee (or a
majority of independent directors serving on the Board) may determine not to seek recovery from a Covered
Executive in whole or part to the extent it determines in its sole discretion that such recovery would be impracticable
because (A) the direct expense paid to a third party to assist in enforcing recovery would exceed the recoverable
amount (after having made a reasonable attempt to recover the erroneously awarded Incentive Compensation and
providing corresponding documentation of such attempt to Nasdaq), (B) recovery would violate the home country law
that was adopted prior to November 28, 2022, as determined by an opinion of counsel licensed in the applicable
jurisdiction that is acceptable to and provided to Nasdaq, or (C) recovery would likely cause the Company’s 401(k)
plan or any other tax-qualified retirement plan to fail to meet the requirements of Section 401(a)(13) or Section 411(a)
of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
The Company shall not indemnify any Covered Executive or pay or reimburse the premium for any insurance
policy to cover any losses incurred by such Covered Executive in the event of a Material Restatement Event under
this policy.
SpartanNash Company Clawback Policy, August 23, 2023 Page 3 of 6
Exhibit 97
Inaccurate Metrics Event
In the event of an Inaccurate Metrics Event, the Board may require the forfeiture and/or recoupment of any
Incentive Compensation that is based on erroneous data and is either (1) outstanding and unpaid, whether vested or
unvested, or (2) was received by a Covered Associate during the applicable Recovery Period.
Subject to the Board’s authority in the event of a Misconduct Event (as described below), if an Inaccurate
Metrics Event occurs, the amount of Incentive Compensation subject to forfeiture and/or recoupment will be limited
to (i) the Incentive Compensation received by the Covered Associate during the applicable Recovery Period based on
the erroneous data and adjusted for any taxes paid or withheld, minus (ii) the Incentive Compensation that would
have been received by the Covered Associate had it been calculated based on the restated financial statements or if
such financial statements or performance metrics had been accurate, as applicable. The Committee (or a majority of
independent directors serving on the Board) may determine not to seek recovery from a Covered Associate in whole
or part to the extent it determines in its sole discretion that such recovery would be impracticable.
Misconduct Event
In the event of a Misconduct Event, the Board may require the forfeiture and/or recoupment of any Incentive
Compensation that is either (1) outstanding and unpaid, whether vested or unvested, or (2) was received by a
Covered Associate during the applicable Recovery Period. The Board, in its sole discretion, shall determine the
amount of Incentive Compensation to be forfeited and/or recouped, which may include the full amount of the
applicable award or awards.
Administration
The Committee will administer and interpret this policy, except that any exercise of clawback authority shall
be approved by the Board. All determinations and interpretations made by the Committee and/or the Board will be
final, binding and conclusive.
The existence and date of a Covered Event and the amount of any forfeiture and/or recoupment will be
determined by the Board in its sole discretion; provided that, notwithstanding the foregoing, this policy shall be
interpreted and administered consistent with the requirements of Section 10D of the Securities Exchange Act of
1934, as amended, any regulations and interpretations promulgated thereunder, and the rules and listing standards
of Nasdaq, as may be amended from time to time.
The Company may use any legal or equitable remedies that are available to the Company to recoup any
erroneously awarded Incentive Compensation, including but not limited to by collecting from the Covered Associate a
cash payment or shares of Company common stock or by forfeiting any amounts that the Company owes to the
Covered Associate. Any forfeiture and/or recoupment under this policy will be in addition to any other remedies that
may be available under applicable law or Company policy, including termination of employment. Nothing in this
policy will be deemed to limit or restrict the Company from providing for forfeiture and/or recoupment of compensation
(including Incentive Compensation) under circumstances not set forth in this policy.
Limitations
The authority set forth in this policy shall be limited to the extent that it would violate any applicable law or
regulation or, unless otherwise required by applicable law or regulation, (1) result in substantial adverse tax or
accounting consequences for the Company, (2) prejudice the Company’s interests in any related proceeding or
investigation, or (3) reasonably result in expenses that exceed the amount that would be forfeited and/or recouped in
exercising such authority. In each case, the Committee will determine the extent of such limit in its sole discretion.
SpartanNash Company Clawback Policy, August 23, 2023 Page 4 of 6
Exhibit 97
Other
The terms of this policy shall be binding upon and enforceable against each Covered Associate and his or
her heirs, executors, administrators and legal representatives. The Board, in its discretion, may modify or amend, in
whole or in part, any or all of the provisions of this policy, and may suspend this policy from time to time. This policy
and all rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of
the State of Michigan, excluding any choice of law rules that may direct the application of the laws of another
jurisdiction.
Definitions
For purposes of this policy:
“Committee” means the Compensation Committee of the Board.
“Covered Associate” means any current or former associate holding or who held a position at the level of
Vice President or a more senior position.
“Covered Executive” means each current or former “executive officer,” within the meaning of Rule 10D-1
under the Securities Exchange Act of 1934, as amended, who was employed by the Company or a subsidiary of the
Company.
“Incentive Compensation” means any compensation granted, earned or vested based wholly or in part
upon the attainment of any financial reporting measure determined and presented in accordance with the accounting
principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part
from such measures, whether or not presented within the financial statements of the Company or included in a filing
with the U.S. Securities and Exchange Commission, including stock price and total shareholder return (“TSR”),
including but not limited to performance-based cash, stock, options or other equity-based awards. Compensation
that is granted, vests or is earned based solely upon the occurrence of non-financial events, such as base salary,
restricted stock or options with time-based vesting, or a bonus awarded solely at the discretion of the Board or
Compensation Committee and not based on the attainment of any financial measure, is not subject to this Policy.
“Recovery Period” means (A) in the case of a Material Restatement Event, the three (3) completed fiscal
years immediately preceding the date on which the Company is required to prepare the financial restatement, as
determined in accordance with the last sentence of this definition, or any transition period (that results from a
change in the Company’s fiscal year) within or immediately following those three completed fiscal years (provided
that a transition period between the last day of the Company’s previous fiscal year and the first day of its new fiscal
year that comprises a period of nine to 12 months would be deemed a completed fiscal year), (B) in the case of an
Inaccurate Metrics Event or Misconduct Event that does not involve ongoing Misconduct, the three (3) year period
preceding the date of such Inaccurate Metrics Event, as determined by the Compensation Committee, or (C) in the
case of ongoing Misconduct, the three (3) year period preceding the earliest date of such Misconduct and continuing
until the termination of such Misconduct. For purposes of subsection (A), the date on which the Company is required
to prepare a financial restatement is the earlier to occur of (aa) the date the Board or a Board committee (or
authorized officers of the Company if Board action is not required) concludes, or reasonably should have concluded,
that the Company is required to prepare a financial restatement or (bb) the date a court, regulator, or other legally
authorized body directs the Company to prepare a financial restatement.
SpartanNash Company Clawback Policy, August 23, 2023 Page 5 of 6
Exhibit 97
Revision Log
Version: Date: Editors:
[Date]
0.0
[Name, Title]
Description of change:
Released
SpartanNash Company Clawback Policy, August 23, 2023 Page 6 of 6