SPTN SpartanNash Company

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

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 30, 2024

 

 

SpartanNash Company

(Exact name of Registrant as Specified in Its Charter)

 

 

Michigan			000-31127	38-0593940
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
850 76th Street, S.W. P.O. Box 8700
Grand Rapids, Michigan				49518-8700
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (616) 878-2000

 

 

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

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Item 2.02. Results of Operations and Financial Condition.

 

On May 30, 2024, SpartanNash Company (“SpartanNash”) issued the press release attached to this Form 8-K as Exhibit 99.1 concerning its financial results for the 16-week first quarter ended April 20, 2024. The information contained in this Current Report on Form 8-K (including Exhibit 99.1 referenced herein) is being furnished and is not “filed” with the Securities and Exchange Commission (“SEC”) and is not incorporated by reference into any registration statement under the Securities Act of 1933.

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

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits: The following document is attached as an exhibit to this report on Form 8-K:

Exhibit No.		Description
99.1		Press Release dated May 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

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

 

Date: May 30, 2024	SpartanNash Company
	By:	/s/ Jason Monaco
		Jason Monaco Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

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FOR IMMEDIATE RELEASE

SpartanNash Announces First Quarter Fiscal 2024 Results

Reaffirms Fiscal 2024 Profitability Guidance

Transformational Programs Continue to Drive Results

GRAND RAPIDS, Mich. – May 30, 2024 – Food solutions company SpartanNash (the "Company") (Nasdaq: SPTN) today reported financial results for its 16-week first quarter ended April 20, 2024.

“SpartanNash continues to prove that we can deliver despite the challenging market dynamics, and we remain on target to reach the $125 to $150 million of gross benefits set out in our strategic plan by the end of 2024 – a year earlier than initially communicated. Thanks to the operational excellence and dedication of our Associates, along with our investments in supply chain and merchandising transformations, we continued to expand our adjusted EBITDA margin in the first quarter,” said SpartanNash CEO Tony Sarsam.

First Quarter Fiscal 2024 Highlights(1)

Fiscal 2024 Outlook

The Company has reaffirmed its previous profitability guidance provided on February 15, 2024, with respect to adjusted EBITDA, adjusted EPS, and capital expenditures and IT capital, and is updating its total net sales guidance to reflect current trends and market conditions. The following table provides the Company’s updated guidance for fiscal 2024:

	Fiscal 2023					Previous Fiscal 2024 Outlook										Updated Fiscal 2024 Outlook
(In millions, except adjusted EPS(2))	Actual					Low					High					Low					High
Total net sales	$		9,729			$		9,700			$		9,900			$		9,500			$		9,700
Adjusted EBITDA(3)	$		257			$		255			$		270			$		255			$		270
Adjusted EPS(2)	$		2.18			$		1.85			$		2.10			$		1.85			$		2.10
Capital expenditures and IT capital(5)	$		127			$		135			$		145			$		135			$		145

Guidance incorporates the Company’s long-term strategic initiatives, including all transformational programs and tuck-in acquisitions.

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Conference Call & Supplemental Earnings Presentation

The Company will host a conference call to discuss its quarterly results with additional comments and details on Thursday, May 30, 2024, at 8:30 a.m. ET. There will also be a simultaneous, live webcast made available at SpartanNash's website at www.spartannash.com/webcasts under the "Investor Relations" section and will remain archived on the Company's website through Thursday, June 13, 2024.

A supplemental quarterly earnings presentation will also be available on the Company’s website at www.spartannash.com/investor-presentations.

About SpartanNash

SpartanNash (Nasdaq: SPTN) is a food solutions company that delivers the ingredients for a better life. Committed to fostering a People First culture, the SpartanNash family of Associates is 17,000 strong. SpartanNash operates two complementary business segments – food wholesale and grocery retail. Its global supply chain network serves wholesale customers that include independent and chain grocers, national retail brands, e-commerce platforms, and U.S. military commissaries and exchanges. The Company distributes products for every aisle in the grocery store, from fresh produce to household goods to its OwnBrands, which include the Our Family® portfolio of products. On the retail side, SpartanNash operates 147 brick-and-mortar grocery stores, primarily under the banners of Family Fare, Martin’s Super Markets and D&W Fresh Market, in addition to dozens of pharmacies and fuel centers. Leveraging insights and solutions across its segments, SpartanNash offers a full suite of support services for independent grocers. For more information, visit spartannash.com.

Forward-Looking Statements

The matters discussed in this press release 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 the Company. These forward-looking statements may be identifiable by words or phrases indicating that the Company or management "expects," "projects," "anticipates," "plans," "believes," "intends," or "estimates," or that a particular occurrence or event "may," "could," "should," "will" or "will likely" result, occur or be pursued or "continue" in the future, that the "outlook," "trend," "guidance" or "target" is toward a particular result or occurrence, that a development is an "opportunity," "priority," "strategy," "focus," that the Company is "positioned" for a particular result, or similarly stated expectations. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date made. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies may affect actual results and could cause actual results to differ materially. These risks and uncertainties include the Company's ability to compete in an extremely competitive industry; the Company's dependence on certain major customers; the Company's ability to implement its growth strategy and transformation initiatives; the Company's ability to implement its growth strategy through acquisitions and successfully integrate acquired businesses; disruptions to the Company's information security network, including security breaches and cyber-attacks; impacts to the availability and performance of the Company's information technology systems; changes in relationships with the Company's vendor base; changes in product availability and product pricing from vendors; macroeconomic uncertainty, including rising inflation, potential economic recession, and increasing interest rates; difficulty attracting and retaining well-qualified Associates and effectively managing increased labor costs; failure to successfully retain or manage transitions with executive leaders and other key personnel; impacts to the Company's business and reputation due to an increasing focus on environmental, social and governance matters; customers to whom the Company extends credit or for whom the Company guarantees loans may fail to repay the Company; changes in the geopolitical conditions; disruptions associated with severe weather conditions and natural disasters, including effects from climate change; disruptions associated with disease outbreaks; the Company's ability to manage its private brand program for U.S. military commissaries, including the termination of the program or not achieving the desired results; impairment charges for goodwill or other long-lived assets; the Company's level of indebtedness; interest rate fluctuations; the Company's ability to service its debt and to comply with debt covenants; changes in government regulations; labor relations issues; changes in the military commissary system, including its supply chain, or in the level of governmental funding; product recalls and other product-related safety concerns; cost increases related to multi-employer pension plans; and other risks and uncertainties listed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's most recent Annual Report on Form 10-K and in subsequent filings with the Securities and Exchange Commission. Additional risks and uncertainties not currently known to the Company or that the Company currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur or information obtained after the date of this press release.

# # #

 

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INVESTOR CONTACT:

Rose & Company

SpartanNashIR@roseandco.com

 

MEDIA CONTACT:

Adrienne Chance

SVP, Communications

press@spartannash.com

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SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

	16 Weeks Ended
	April 20,					April 22,
(In thousands, except per share amounts)	2024					2023
Net sales	$		2,806,263			$		2,907,394
Cost of sales			2,365,919					2,460,728
Gross profit			440,344					446,666
Operating expenses
Selling, general and administrative			403,633					418,196
Acquisition and integration, net			327					74
Restructuring and asset impairment, net			5,768					4,083
Total operating expenses			409,728					422,353
Operating earnings			30,616					24,313
Other expenses and (income)
Interest expense, net			13,487					11,589
Other, net			(1,048	)				(1,039	)
Total other expenses, net			12,439					10,550
Earnings before income taxes			18,177					13,763
Income tax expense			5,206					2,426
Net earnings	$		12,971			$		11,337
Net earnings per basic common share	$		0.38			$		0.33
Net earnings per diluted common share	$		0.37			$		0.32
Weighted average shares outstanding:
Basic			34,139					34,547
Diluted			34,593					35,457

 

 

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SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

	April 20,					December 30,
(In thousands)	2024					2023
Assets
Current assets
Cash and cash equivalents	$		18,968			$		17,964
Accounts and notes receivable, net			422,161					421,859
Inventories, net			555,368					575,226
Prepaid expenses and other current assets			69,608					62,440
Total current assets			1,066,105					1,077,489
Property and equipment, net			647,536					649,071
Goodwill			182,160					182,160
Intangible assets, net			100,132					101,535
Operating lease assets			245,385					242,146
Other assets, net			100,483					103,174
Total assets	$		2,341,801			$		2,355,575
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$		447,458			$		473,419
Accrued payroll and benefits			54,135					78,076
Other accrued expenses			54,548					57,609
Current portion of operating lease liabilities			42,162					41,979
Current portion of long-term debt and finance lease liabilities			9,724					8,813
Total current liabilities			608,027					659,896
Long-term liabilities
Deferred income taxes			81,315					73,904
Operating lease liabilities			232,887					226,118
Other long-term liabilities			20,503					28,808
Long-term debt and finance lease liabilities			613,864					588,667
Total long-term liabilities			948,569					917,497
Commitments and contingencies
Shareholders’ equity
Common stock, voting, no par value; 100,000 shares      authorized; 34,349 and 34,610 shares outstanding			459,204					460,299
Preferred stock, no par value, 10,000 shares      authorized; no shares outstanding			—					—
Accumulated other comprehensive income			3,648					796
Retained earnings			322,353					317,087
Total shareholders’ equity			785,205					778,182
Total liabilities and shareholders’ equity	$		2,341,801			$		2,355,575

 

 

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SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

				16 Weeks Ended
(In thousands)				April 20, 2024					April 22, 2023
Cash flow activities
Net cash provided by (used in) operating activities				$		36,463			$		(2,708	)
Net cash used in investing activities						(38,104	)				(39,276	)
Net cash provided by financing activities						2,645					29,863
Net increase (decrease) in cash and cash equivalents						1,004					(12,121	)
Cash and cash equivalents at beginning of the period						17,964					29,086
Cash and cash equivalents at end of the period				$		18,968			$		16,965

 

SPARTANNASH COMPANY AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL DATA

 

 

Table 1: Sales and Operating Earnings by Segment

(Unaudited)

 

	16 Weeks Ended
(In thousands)	April 20, 2024								April 22, 2023
Wholesale Segment:
Net sales	$		2,014,021			71.8	%		$		2,085,684			71.7	%
Operating earnings			36,002								26,325
Retail Segment:
Net sales			792,242			28.2	%				821,710			28.3	%
Operating loss			(5,386	)							(2,012	)
Total:
Net sales	$		2,806,263			100.0	%		$		2,907,394			100.0	%
Operating earnings			30,616								24,313

 

Non-GAAP Financial Measures

 

In addition to reporting financial results in accordance with GAAP, the Company also provides information regarding adjusted earnings from continuing operations, as well as per diluted share (“adjusted EPS”), net long-term debt, capital expenditures and IT 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 earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, organizational realignment, severance associated with cost reduction initiatives and non-operating costs associated with the postretirement plan amendment and settlement. Current year organizational realignment includes consulting and severance costs associated with the Company’s change in its go-to-market strategy as part of its long-term plan, which relates to the reorganization of certain functions. Costs related to the postretirement plan amendment and settlement include non-operating expenses associated with amortization of the prior service credit related to the amendment of the retiree medical plan, which are adjusted out of adjusted earnings from continuing operations. Prior year adjusted earnings from continuing operations, and adjusted EBITDA exclude, among other items, LIFO expense, operating and non-operating costs associated with the postretirement plan amendment and settlement, organizational realignment, severance associated with cost reduction initiatives and a non-routine settlement related to a legal matter resulting from a previously closed operation that was resolved during the prior year. Postretirement plan amendment and settlement costs also include operating expenses related to payroll taxes which are adjusted out of all non-GAAP financial measures.

 

Each of these items are considered “non-operational” or “non-core” in nature.

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The Company is unable to provide a full reconciliation of the GAAP to non-GAAP measures used in the Fiscal 2024 Outlook section of this press release without unreasonable effort because it is not possible to predict certain adjustment items with a reasonable degree of certainty since they are not yet known or quantifiable, and do not relate to the Company's normal operating activities. These adjustments may include, among other items, restructuring and asset impairment activity, acquisition and integration costs, severance, costs related to the postretirement plan amendment and settlement, and organizational realignment costs, and the impact of adjustments to the LIFO inventory reserve. This information is dependent upon future events, which may be outside of the Company's control and could have a significant impact on its GAAP financial results for fiscal 2024.

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Table 2: Reconciliation of Net Earnings to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

(Adjusted EBITDA)

(A Non-GAAP Financial Measure)

(Unaudited)

 

	16 Weeks Ended
(In thousands)	April 20, 2024					April 22, 2023
Net earnings	$		12,971			$		11,337
Income tax expense			5,206					2,426
Other expenses, net			12,439					10,550
Operating earnings			30,616					24,313
Adjustments:
LIFO expense			2,020					11,172
Depreciation and amortization			30,646					29,745
Acquisition and integration, net			327					74
Restructuring and asset impairment, net			5,768					4,083
Cloud computing amortization			2,018					1,350
Organizational realignment, net			306					—
Severance associated with cost reduction initiatives			69					284
Stock-based compensation			3,720					5,147
Stock warrant			326					607
Non-cash rent			(901	)				(928	)
(Gain) loss on disposal of assets			(20	)				22
Legal settlement			—					900
Adjusted EBITDA	$		74,895			$		76,769
Wholesale:
Operating earnings	$		36,002			$		26,325
Adjustments:
LIFO expense			1,555					8,733
Depreciation and amortization			16,078					15,370
Acquisition and integration, net			—					69
Restructuring and asset impairment, net			(150	)				980
Cloud computing amortization			1,369					940
Organizational realignment, net			191					—
Severance associated with cost reduction initiatives			69					264
Stock-based compensation			2,504					3,383
Stock warrant			326					607
Non-cash rent			(300	)				(75	)
(Gain) loss on disposal of assets			(18	)				10
Legal settlement			—					900
Adjusted EBITDA	$		57,626			$		57,506
Retail:
Operating loss	$		(5,386	)		$		(2,012	)
Adjustments:
LIFO expense			465					2,439
Depreciation and amortization			14,568					14,375
Acquisition and integration, net			327					5
Restructuring and asset impairment, net			5,918					3,103
Cloud computing amortization			649					410
Organizational realignment, net			115					—
Severance associated with cost reduction initiatives			—					20
Stock-based compensation			1,216					1,764
Non-cash rent			(601	)				(853	)
(Gain) loss on disposal of assets			(2	)				12
Adjusted EBITDA	$		17,269			$		19,263

 

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Table 2: Reconciliation of Net Earnings to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, continued

(Adjusted EBITDA)

(A Non-GAAP Financial Measure)

(Unaudited)

 

	52 Weeks Ended
(In thousands)	2023
Net earnings	$		52,237
Income tax expense			17,888
Other expenses, net			36,587
Operating earnings			106,712
Adjustments:
LIFO expense			16,104
Depreciation and amortization			98,639
Acquisition and integration, net			3,416
Restructuring and asset impairment, net			9,190
Cloud computing amortization			5,034
Organizational realignment, net			5,239
Severance associated with cost reduction initiatives			318
Stock-based compensation			12,536
Stock warrant			1,559
Non-cash rent			(2,599	)
Loss on disposal of assets			259
Legal settlement			900
Postretirement plan amendment and settlement			94
Adjusted EBITDA	$		257,401

 

Notes: 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.

 

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

 

 

 

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Table 3: Reconciliation of Net Earnings to

Adjusted Earnings from Continuing Operations, as well as per diluted share (“adjusted EPS”)

(A Non-GAAP Financial Measure)

(Unaudited)

 

	16 Weeks Ended
	April 20, 2024											April 22, 2023
						per diluted											per diluted
(In thousands, except per share amounts)	Earnings					share						Earnings					share
Net earnings	$		12,971			$		0.37				$		11,337			$		0.32
Adjustments:
LIFO expense			2,020											11,172
Acquisition and integration, net			327											74
Restructuring and asset impairment, net			5,768											4,083
Organizational realignment, net			306											—
Severance associated with cost reduction initiatives			69											284
Postretirement plan amendment and settlement			(945	)										(1,018	)
Legal settlement			—											900
Total adjustments			7,545											15,495
Income tax effect on adjustments (a)			(2,036	)										(3,970	)
Total adjustments, net of taxes			5,509					0.16						11,525					0.32		*
Adjusted earnings from continuing operations	$		18,480			$		0.53				$		22,862			$		0.64
* Includes rounding

 

	52 Weeks Ended
	December 30, 2023
						per diluted
(In thousands, except per share data)	Earnings					share
Net earnings	$		52,237			$		1.50
Adjustments:
LIFO expense			16,104
Acquisition and integration, net			3,416
Restructuring and asset impairment, net			9,190
Organizational realignment, net			5,239
Severance associated with cost reduction initiatives			318
Legal settlement			900
Postretirement plan amendment and settlement			(3,174	)
Total adjustments			31,993
Income tax effect on adjustments (a)			(8,218	)
Total adjustments, net of taxes			23,775					0.68
Adjusted earnings from continuing operations	$		76,012			$		2.18

 

Notes: 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.

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

 

 

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Table 4: Reconciliation of Long-Term Debt and Finance Lease Obligations to Net Long-Term Debt

(A Non-GAAP Financial Measure)

(Unaudited)

(In thousands)	April 20, 2024					December 30, 2023
Current portion of long-term debt and finance lease liabilities	$		9,724			$		8,813
Long-term debt and finance lease liabilities			613,864					588,667
Total debt			623,588					597,480
Cash and cash equivalents			(18,968	)				(17,964	)
Net long-term debt	$		604,620			$		579,516

 

Notes: Net long-term debt is a non-GAAP financial measure that is defined as long-term debt and finance lease obligations plus current maturities of long-term debt and finance lease obligations 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. Net long-term debt is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

Table 5: Reconciliation of Purchases of Property and Equipment to Capital Expenditures and IT Capital

(A Non-GAAP Financial Measure)

(Unaudited)

 

				16 Weeks Ended
(In thousands)				April 20, 2024					April 22, 2023
Purchases of property and equipment				$		40,163			$		38,864
Plus:
Cloud computing spend						3,898					942
Capital expenditures and IT capital				$		44,061			$		39,806

 

				52 Weeks Ended
(In thousands)				December 30, 2023
Purchases of property and equipment				$		120,330
Plus:
Cloud computing spend						7,040
Capital expenditures and IT capital				$		127,370

Notes: Capital expenditures and IT capital is a non-GAAP financial measure calculated by adding spending related to the development of cloud computing applications to capital expenditures, the most directly comparable GAAP measure. Cloud computing spend only includes costs incurred during the application development phase and does not include ongoing costs of hosting or maintenance associated with these applications, which are expensed as incurred. The Company believes it is a useful indicator of the Company’s investment in its facilities and systems as it transitions to more cloud-based IT systems. Capital expenditures and IT capital is not a substitute for GAAP financial measures and may differ from similarly titled measures of other companies.

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