EX-99.1 2 sptn-ex991_6.htm EX-99.1 sptn-ex991_6.htm

 

Exhibit 99.1

 

For Immediate Release

  

 

Investor Contact: Tom Van Hall

  

Media Contact: Meredith Gremel

Interim Chief Financial Officer

  

Vice President Corporate Affairs and Communications

(616) 878-8023

  

(616) 878-2830

 

 

 

SpartanNash Announces Second Quarter Fiscal Year 2017 Financial Results

Consolidated Net Sales Increased 3.7% Driven by Growth in Food Distribution Segment

 

Reported Second Quarter EPS from Continuing Operations Improved to $0.56 per Diluted Share;

Adjusted Second Quarter EPS from Continuing Operations Improved to $0.60 per Diluted Share

 

Experienced Food Distribution Executive Mark Shamber to Join Company as CFO in September

 

GRAND RAPIDS, MICHIGAN – August 16, 2017 – SpartanNash Company (the “Company”) (Nasdaq: SPTN) today reported financial results for the 12-week second quarter and 28-week period ended July 15, 2017.

 

Second Quarter Results

Consolidated net sales for the second quarter increased $67.1 million to $1.89 billion from $1.83 billion in the prior year quarter. The increase in net sales was driven by contributions from the Caito Foods Service (“Caito”) acquisition and organic growth in the food distribution segment.

Reported operating earnings improved to $38.9 million from $32.6 million in the prior year quarter. The increase was primarily due to lower asset impairment and restructuring charges compared to the prior year and continuing favorable results in the food distribution segment. Adjusted operating earnings(1) improved to $41.4 million from $39.3 million in the prior year quarter as organic sales growth and favorable margins in food distribution mitigated the impact of a challenging retail environment, with additional favorable impacts from general cost control, supply chain efficiency improvements and lower incentive compensation expense. Please see the financial tables at the end of this press release for a reconciliation of each non-GAAP financial measure to the most directly comparable measure prepared and presented in accordance with GAAP.

Reported earnings from continuing operations improved $3.5 million to $21.1 million, or $0.56 per diluted share, compared to $17.6 million, or $0.47 per diluted share, in the prior year quarter. Adjusted earnings from continuing operations(2) for the second quarter improved to $22.6 million, or $0.60 per diluted share, from $21.7 million, or $0.58 per diluted share, in the prior year quarter. Current year adjusted earnings from continuing operations exclude net after-tax charges of $0.04 per diluted share primarily related to start-up costs associated with the new Fresh Kitchen operation and merger/acquisition and integration activities mainly associated with the most recent acquisition. Prior year adjusted earnings from continuing operations exclude net after-tax charges of $0.11 per diluted share primarily related to asset impairment charges, restructuring activities associated with the Company’s warehouse rationalization plan, and ongoing merger/integration activities.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)(3) improved by 5.6 percent to $62.0 million, or 3.3 percent of net sales, compared to $58.7 million, or 3.2 percent of net sales, in the prior year quarter, marking the 3rd consecutive quarter of year-over-year improvement in Adjusted EBITDA.

1


 

We continue to be very pleased with our food distribution segment’s performance despite challenging retail market conditions, as the creative solutions we offer our customers continue to contribute to their success as well as ours,” said David Staples, President and Chief Executive Officer (“CEO”). “On a consolidated basis, we delivered both top-line and earnings growth primarily due to increases in our food distribution segment and from ongoing improvements to our supply chain. As anticipated, we began to see an easing of deflationary pressures with overall food inflation coming in flat to slightly inflationary for the quarter, marking the first quarter without deflation in over a year. While the integration of our latest acquisition and the start-up of our new Fresh Kitchen facility have been slower than anticipated, we are excited about the potential they provide for both the fresh-cut fruits/vegetables and freshly prepared meal solution offerings, which are right in line with the ever-increasing consumer demand for convenience. During the quarter, we began shipping private brand products to U.S. military commissaries and look forward to the continued roll out of this program in the second half of the year. Additionally, at the beginning of the third quarter, we entered into an agreement to obtain all of the commissary distribution business from a DeCA provider exiting the business in the Southwest. We expect these two events to reverse the current military trends to positive by the fourth quarter. It is an exciting time at SpartanNash given the growth we are experiencing with our distribution customers and the new arenas we are entering, the positive changes we are bringing to our military business, and the continued enhancements we are making in our retail operations. We remain confident in our strategy and believe our expertise as a food wholesaler and retailer gives us a unique competitive advantage and enables us to deliver best-in-class solutions to our food distribution and retail customers.”

Gross profit margin for the second quarter was 14.3 percent compared to 14.4 percent in the prior year quarter primarily due to the mix of business operations.

Reported operating expenses for the second quarter were $232.1 million, or 12.2 percent of net sales, compared to $230.1 million, or 12.6 percent of net sales, in the prior year quarter. The lower expenses as a rate to net sales was primarily attributable to lower restructuring and asset impairment costs compared to the prior year quarter, benefits associated with supply chain improvements and lower incentive compensation costs, partially offset by higher expenses due to the recent acquisition and the mix of business operations. Second quarter operating expenses would have been $231.5 million compared to $223.4 million in the prior year quarter, representing 12.2 percent of net sales in both periods, if the previously mentioned adjustments were excluded.

Food Distribution Segment

Net sales for the food distribution segment increased $121.3 million, or 14.8 percent, to $941.6 million from $820.3 million in the prior year quarter, primarily due to contributions from the recent acquisition and organic sales growth from new and existing customers.

Reported operating earnings for the food distribution segment increased to $23.2 million from $19.2 million in the prior year quarter. The increase in reporting operating earnings was due to sales growth, favorable margins, supply chain optimization efforts and lower incentive compensation costs, partially offset by start-up and integration costs related to the recent acquisition, and higher depreciation and amortization expense. Second quarter adjusted operating earnings increased to $25.8 million from $21.6 million in the prior year quarter. Second quarter adjusted operating earnings in the current and prior year exclude $2.6 million and $2.4 million, respectively, of pre-tax charges primarily related to Fresh Kitchen start-up costs and merger/acquisition and integration costs in the current year, and restructuring charges related to the Company’s warehouse optimization plan in both periods. Adjusted operating earnings by segment(4) is a non-GAAP operating financial measure.

2


 

Military Segment

Net sales for the military segment were $471.1 million compared to $505.4 million in the prior year quarter. The decrease was primarily due to lower sales at the Defense Commissary Agency (“DeCA”) operated commissaries. Reported operating earnings for the military segment were $2.5 million in both the current and prior year quarter. Reported operating earnings were comparable to the prior year, representing a significant improvement from the first quarter year-over-year trend, as the impact of lower sales was offset by favorable margins and lower incentive compensation and health care costs. These trends are expected to improve over the remainder of the fiscal year as the Company begins to service new business in the Southwest and as the private brand program continues to roll out. Adjusted operating earnings increased to $2.5 million from $2.2 million in the prior year quarter.

Retail Segment

Net sales for the retail segment were $482.0 million in the second quarter compared to $501.8 million for the prior year quarter. The decrease in net sales was primarily attributable to $11.6 million in lower sales resulting from the closures and sales of retail stores as well as a 1.8 percent decrease in comparable store sales for the quarter, excluding fuel, which despite the challenging retail environment, was in line with past quarter results.

Reported operating earnings in the retail segment increased to $13.2 million from $10.9 million in the prior year quarter. The increase in reported operating earnings was primarily attributable to lower restructuring and asset impairment costs compared to the prior year quarter. Adjusted operating earnings were $13.1 million compared to $15.5 million in the prior year quarter. The decrease in adjusted operating earnings reflects the difficult sales environment and incremental margin investment in the Company’s fresh departments. Adjusted operating earnings exclude $0.1 million of pre-tax gains in this year’s second quarter and $4.6 million of pre-tax asset impairment and merger integration charges in the prior year quarter.

In connection with its store rationalization plan and obtaining new distribution business, the Company sold two of its retail stores in the second quarter to a new food distribution customer, ending the quarter with 151 corporate owned retail stores compared to 160 stores in the prior year quarter.

Balance Sheet and Cash Flow

Cash flow provided by operating activities for the year-to-date period was $38.4 million, compared to $56.3 million provided by operating activities in the comparable period last year. The change in cash flow was mainly due to changes in working capital, particularly higher accounts receivable balances at military as certain customers were addressing system conversion issues and payments were temporarily delayed.

Long-term debt and capital lease obligations, including current maturities, were $660.3 million at July 15, 2017 compared to $431.1 million at December 31, 2016. The increase was a result of the Company funding the recent acquisition with proceeds from the Company’s Credit Agreement. Net long-term debt(5) (including current maturities and capital lease obligations and subtracting cash) was $637.5 million as of July 15, 2017 compared to $406.7 million at December 31, 2016. The Company's total net long-term debt-to-capital ratio is 0.4-to-1 and net long-term debt to Adjusted EBITDA(6) is 2.7-to-1, as of July 15, 2017.

 

3


 

Outlook

Mr. Staples continued, “Our first half results demonstrate the continuing execution of our business strategy, and we are excited about the growth opportunities developing in our food distribution and military segments. As we integrate the operations of our recent acquisition, refine and expand production in our new Fresh Kitchen facility, and onboard new military business, the positive momentum in our distribution operations will continue to drive growth as more customers will benefit from our expanded product offering and innovative solutions. Our strong track record of customer satisfaction and supply chain capabilities provide a solid foundation for continued organic growth and a healthy pipeline of prospects. In our retail segment, we are committed to providing a great shopping experience for our customers and continue to pursue other channels for providing quality products in a convenient and affordable manner while ensuring our merchandising efforts are aligned with ever-changing consumer demands. During the quarter we introduced Fast Lane, our new online ordering and curbside pick-up service, and anticipate rolling out the service to as many as 50 corporate-owned retail stores by the end of the year. Despite the difficult retail environment, we believe we are well positioned against the market backdrop and will continue to evolve our merchandising efforts and customer personalization initiatives to deliver an even better experience for our customers. As anticipated, we are beginning to see an easing of the recent deflationary pressures; however, we do not see a return to originally expected levels of inflation at this time. Given this trend and the difficult retail environment existing currently, we expect comparable store sales to be negative for the remainder of the year. As we move into the second half of the year, we remain committed to both top-line and earnings growth and delivering long-term value to our shareholders.”

Based on the first half results and outlook for the remainder of the year, the Company is refining its guidance for fiscal 2017. The Company expects adjusted earnings per share from continuing operations(7) of approximately $2.18 to $2.28, excluding merger/acquisition and integration costs and other adjusted expenses and gains, and reported earnings from continuing operations of approximately $1.83 to $1.90 per diluted share. For the third quarter of fiscal 2017, the Company anticipates earnings to be flat to slightly ahead of the prior year as continued strong performance in distribution operations will be partially offset by slower-than-anticipated contributions from the recent acquisition and a challenging marketplace at retail. On the acquisition front, the Company continues to see progress integrating operations, has begun limited production at the Fresh Kitchen facility, and remains confident about the ultimate growth potential and long-term vision for this business and its ready-to-eat categories. The performance of these operations, however, is currently not anticipated to meet original expectations for the current fiscal year but is projected to be accretive in fiscal 2018. To address the challenging retail landscape, the Company is continuing to invest in its store base, personalized marketing initiatives, customer convenience and experience, and the launch of its Our Family® brand into the Michigan region, which will provide the Company with a high quality, company-wide private brand program. For the military segment, the recently secured new business, together with increasing contributions from the DeCA private brand program, are expected to grow military’s sales and earnings in the second half of the fiscal year.

 

The Company continues to expect an easing of deflationary pressures with modest food inflation anticipated in the second half of the year. Accordingly, and depending on the variability associated with inflation by commodity and its related impact on LIFO, the Company does not expect the prior year deflation-related LIFO benefit of $0.07 per diluted share to repeat in the fourth quarter of fiscal 2017.

 

Due to changes in the timing of capital projects and several emerging long-term growth opportunities materializing more quickly than anticipated, the Company now expects capital expenditures for fiscal year 2017 to be in the range of $75.0 million to $78.0 million, depreciation and amortization to be approximately $83.0 million to $85.0 million, and total interest expense to be in the range of $23.0 million to $25.0 million.

 

4


 

Recent Developments

SpartanNash announced today that the Company has appointed Mark Shamber as Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”), effective September 11, 2017. Mr. Shamber previously served as CFO for United Natural Foods, Inc., a specialty and organic food distributor (Nasdaq: UNFI). Following his departure from UNFI at the end of 2015, he has been working as an independent consultant and serving as the Vice Chairman, Board of Directors of Day Kimball Healthcare, Inc. Earlier in his career, Mr. Shamber worked in the audit practice of Ernst & Young, and in the finance department of Reebok International.

As SpartanNash's EVP and CFO, Shamber will direct finance, mergers & acquisitions, treasury, internal audit, real estate, and risk management. He will report to David Staples, SpartanNash’s President and CEO.

Conference Call

A telephone conference call to discuss the Company’s second quarter of fiscal 2017 financial results is scheduled for 9:00 a.m. Eastern Time, Thursday, August 17, 2017. A live webcast of this conference call will be available on the Company’s website, www.spartannash.com/webcasts. Simply click on “For Investors” and follow the links to the live webcast. The webcast will remain available for replay on the Company’s website for approximately ten days.

About SpartanNash

SpartanNash (Nasdaq: SPTN) is a Fortune 400 company whose core businesses include distributing grocery products to independent grocery retailers, national accounts, its corporate owned retail stores and U.S. military commissaries. SpartanNash serves customer locations in 47 states and the District of Columbia, Europe, Cuba, Puerto Rico, Bahrain and Egypt. As of today, SpartanNash currently operates 150 supermarkets, primarily under the banners of Family Fare Supermarkets, VG’s Food and Pharmacy, D&W Fresh Market, Sun Mart, and Family Fresh Market. Through its MDV military division, SpartanNash is the leading distributor of grocery products to U.S. military commissaries.

Forward-Looking Statements

This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words "outlook," "momentum," "believe," "anticipates," "continue," "expects," "guidance," "potential," "trend," or "plan" or similar expressions. The statements in the “Outlook” section of this press release are inherently forward looking. Forward-looking statements relating to expectations about future results or events are based upon information available to SpartanNash as of today's date, and are not guarantees of the future performance of the company, and actual results may vary materially from the results and expectations discussed. Additional risks and uncertainties include, but are not limited to, the company's ability to compete in the highly competitive grocery distribution, retail grocery, and military distribution industries. Additional information concerning these and other risks is contained in SpartanNash’s most recently filed Annual Report on Form 10-K, recent Current Reports on Form 8-K and other SEC filings. All subsequent written and oral forward-looking statements concerning SpartanNash, or other matters and attributable to SpartanNash or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. SpartanNash does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

 

(1) A reconciliation of operating earnings to adjusted operating earnings, a non-GAAP financial measure, is provided below.

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(2) A reconciliation of earnings from continuing operations to adjusted earnings from continuing operations, a non-GAAP financial measure, is provided below.

(3) A reconciliation of net earnings to Adjusted EBITDA, a non-GAAP financial measure, is provided below.

(4) A reconciliation of operating earnings to adjusted operating earnings by segment, a non-GAAP financial measure, is provided below.

(5) A reconciliation of long-term debt and capital lease obligations to total net long-term debt and capital lease obligations, a non-GAAP financial measure, is provided below.

(6) The net long-term debt to Adjusted EBITDA ratio has not been adjusted for the recent acquisition’s results on a pro forma or annualized basis.

(7) A reconciliation of projected earnings per share from continuing operations to adjusted earnings per share from continuing operations, a non-GAAP financial measure, is provided below.

– More –

 

6


 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

 

12 Weeks Ended

 

 

28 Weeks Ended

 

 

 

July 15,

 

 

July 16,

 

 

July 15,

 

 

July 16,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

Net sales

$

 

1,894,709

 

 

$

 

1,827,562

 

 

$

 

4,297,213

 

 

$

 

4,106,332

 

 

Cost of sales

 

 

1,623,683

 

 

 

 

1,564,863

 

 

 

 

3,668,811

 

 

 

 

3,509,391

 

 

Gross profit

 

 

271,026

 

 

 

 

262,699

 

 

 

 

628,402

 

 

 

 

596,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

231,476

 

 

 

 

223,418

 

 

 

 

554,170

 

 

 

 

519,799

 

 

Merger/acquisition and integration

 

 

622

 

 

 

 

913

 

 

 

 

4,638

 

 

 

 

1,810

 

 

Restructuring (gains) charges and asset impairment

 

 

(14

)

 

 

 

5,748

 

 

 

 

1,008

 

 

 

 

21,052

 

 

Total operating expenses

 

 

232,084

 

 

 

 

230,079

 

 

 

 

559,816

 

 

 

 

542,661

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

 

 

38,942

 

 

 

 

32,620

 

 

 

 

68,586

 

 

 

 

54,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

5,682

 

 

 

 

4,437

 

 

 

 

12,997

 

 

 

 

10,260

 

 

Other, net

 

 

(67

)

 

 

 

(120

)

 

 

 

(172

)

 

 

 

(270

)

 

Total other expenses, net

 

 

5,615

 

 

 

 

4,317

 

 

 

 

12,825

 

 

 

 

9,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes and discontinued operations

 

 

33,327

 

 

 

 

28,303

 

 

 

 

55,761

 

 

 

 

44,290

 

 

Income taxes

 

 

12,267

 

 

 

 

10,743

 

 

 

 

19,636

 

 

 

 

16,770

 

 

Earnings from continuing operations

 

 

21,060

 

 

 

 

17,560

 

 

 

 

36,125

 

 

 

 

27,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of taxes

 

 

(31

)

 

 

 

(76

)

 

 

 

(71

)

 

 

 

(185

)

 

Net earnings

$

 

21,029

 

 

$

 

17,484

 

 

$

 

36,054

 

 

$

 

27,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

$

 

0.56

 

 

$

 

0.47

 

 

$

 

0.96

 

 

$

 

0.73

 

 

Loss from discontinued operations

 

 

 

 

 

 

 

*

 

 

 

*

 

 

 

 

Net earnings

$

 

0.56

 

 

$

 

0.47

 

 

$

 

0.96

 

 

$

 

0.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

$

 

0.56

 

 

$

 

0.47

 

 

$

 

0.96

 

 

$

 

0.73

 

 

Loss from discontinued operations

 

 

 

 

 

 

 

 

 

 

(0.01

)

*

 

 

 

 

Net earnings

$

 

0.56

 

 

$

 

0.47

 

 

$

 

0.95

 

 

$

 

0.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

37,809

 

 

 

 

37,475

 

 

 

 

37,742

 

 

 

 

37,483

 

 

Diluted

 

 

37,832

 

 

 

 

37,547

 

 

 

 

37,787

 

 

 

 

37,541

 

 

*Includes rounding

 

 

 

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SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

July 15,

 

 

July 16,

 

 

2017

 

 

2016

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

 

22,726

 

 

$

 

23,816

 

Accounts and notes receivable, net

 

 

349,279

 

 

 

 

306,418

 

Inventories, net

 

 

555,578

 

 

 

 

536,299

 

Prepaid expenses and other current assets

 

 

32,712

 

 

 

 

28,862

 

Property and equipment held for sale

 

 

173

 

 

 

 

 

Total current assets

 

 

960,468

 

 

 

 

895,395

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

621,618

 

 

 

 

575,063

 

Goodwill

 

 

366,636

 

 

 

 

322,686

 

Intangible assets, net

 

 

130,048

 

 

 

 

61,228

 

Other assets, net

 

 

119,765

 

 

 

 

69,491

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

 

2,198,535

 

 

$

 

1,923,863

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Accounts payable

$

 

394,276

 

 

$

 

339,084

 

Accrued payroll and benefits

 

 

60,363

 

 

 

 

62,687

 

Other accrued expenses

 

 

41,166

 

 

 

 

42,788

 

Current maturities of long-term debt and capital lease obligations

 

 

19,001

 

 

 

 

19,106

 

Total current liabilities

 

 

514,806

 

 

 

 

463,665

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

137,219

 

 

 

 

121,352

 

Postretirement benefits

 

 

16,689

 

 

 

 

16,061

 

Other long-term liabilities

 

 

39,496

 

 

 

 

45,519

 

Long-term debt and capital lease obligations

 

 

641,257

 

 

 

 

473,399

 

Total long-term liabilities

 

 

834,661

 

 

 

 

656,331

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

Common stock, voting, no par value; 100,000 shares

     authorized; 37,536 and 37,468 shares outstanding

 

 

522,046

 

 

 

 

518,702

 

Preferred stock, no par value, 10,000 shares

     authorized; no shares outstanding

 

 

 

 

 

 

 

Accumulated other comprehensive loss

 

 

(11,392

)

 

 

 

(11,445

)

Retained earnings

 

 

338,414

 

 

 

 

296,610

 

Total shareholders’ equity

 

 

849,068

 

 

 

 

803,867

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

$

 

2,198,535

 

 

$

 

1,923,863

 

 

 

 

8


 

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited) 

 

  

 

 

 

28 Weeks Ended

 

 

 

 

 

July 15,

 

 

July 16,

 

 

 

 

 

2017

 

 

2016

 

Cash flow activities

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

$

 

38,357

 

 

$

 

57,182

 

Net cash used in investing activities

 

 

 

 

 

(247,801

)

 

 

 

(35,528

)

Net cash provided by (used in) financing activities

 

 

 

 

 

207,796

 

 

 

 

(20,276

)

Net cash provided by (used in) discontinued operations

 

 

 

 

 

23

 

 

 

 

(281

)

Net (decrease) increase in cash and cash equivalents

 

 

 

 

 

(1,625

)

 

 

 

1,097

 

Cash and cash equivalents at beginning of fiscal year

 

 

 

 

 

24,351

 

 

 

 

22,719

 

Cash and cash equivalents at end of fiscal year

 

 

 

$

 

22,726

 

 

$

 

23,816

 

 

 

 

 

SPARTANNASH COMPANY AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL DATA

Table 1: Sales and Operating Earnings by Segment

(In thousands)

(Unaudited)

 

12 Weeks Ended

 

 

28 Weeks Ended

 

 

July 15, 2017

 

 

July 16, 2016

 

 

July 15, 2017

 

 

July 16, 2016

 

Food Distribution Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

 

941,636

 

 

49.7

%

 

$

 

820,328

 

 

44.9

%

 

$

 

2,104,586

 

 

49.0

%

 

$

 

1,811,465

 

 

44.1

%

Operating earnings

$

 

23,204

 

 

 

 

 

$

 

19,227

 

 

 

 

 

$

 

48,518

 

 

 

 

 

$

 

45,083

 

 

 

 

Military Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

471,077

 

 

24.9

%

 

 

 

505,418

 

 

27.6

%

 

 

 

1,114,390

 

 

25.9

%

 

 

 

1,179,941

 

 

28.7

%

Operating earnings

 

 

2,509

 

 

 

 

 

 

 

2,497

 

 

 

 

 

 

 

3,399

 

 

 

 

 

 

 

5,930

 

 

 

 

Retail Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

481,996

 

 

25.4

%

 

 

 

501,816

 

 

27.5

%

 

 

 

1,078,237

 

 

25.1

%

 

 

 

1,114,926

 

 

27.2

%

Operating earnings

 

 

13,229

 

 

 

 

 

 

 

10,896

 

 

 

 

 

 

 

16,669

 

 

 

 

 

 

 

3,267

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

 

1,894,709

 

 

100.0

%

 

$

 

1,827,562

 

 

100.0

%

 

$

 

4,297,213

 

 

100.0

%

 

$

 

4,106,332

 

 

100.0

%

Operating earnings

$

 

38,942

 

 

 

 

 

$

 

32,620

 

 

 

 

 

$

 

68,586

 

 

 

 

 

$

 

54,280

 

 

 

 

 

 

9


 

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

(Adjusted EBITDA)

(A Non-GAAP Financial Measure)

(In thousands)

(Unaudited)

 

12 Weeks Ended

 

 

28 Weeks Ended

 

 

July 15,

 

 

July 16,

 

 

July 15,

 

 

July 16,

 

(In thousands)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net earnings

$

 

21,029

 

 

$

 

17,484

 

 

$

 

36,054

 

 

$

 

27,335

 

Loss from discontinued operations, net of tax

 

 

31

 

 

 

 

76

 

 

 

 

71

 

 

 

 

185

 

Income taxes

 

 

12,267

 

 

 

 

10,743

 

 

 

 

19,636

 

 

 

 

16,770

 

Other expenses, net

 

 

5,615

 

 

 

 

4,317

 

 

 

 

12,825

 

 

 

 

9,990

 

Operating earnings

 

 

38,942

 

 

 

 

32,620

 

 

 

 

68,586

 

 

 

 

54,280

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

692

 

 

 

 

1,059

 

 

 

 

2,282

 

 

 

 

2,471

 

Depreciation and amortization

 

 

19,018

 

 

 

 

17,635

 

 

 

 

44,099

 

 

 

 

41,004

 

Merger/acquisition and integration

 

 

622

 

 

 

 

913

 

 

 

 

4,638

 

 

 

 

1,810

 

Restructuring (gains) charges and asset impairment

 

 

(14

)

 

 

 

5,748

 

 

 

 

1,008

 

 

 

 

21,052

 

Fresh Kitchen start-up costs

 

 

1,854

 

 

 

 

 

 

 

 

4,602

 

 

 

 

 

Stock-based compensation

 

 

1,139

 

 

 

 

1,043

 

 

 

 

7,491

 

 

 

 

6,067

 

Other non-cash (gains) charges

 

 

(300

)

 

 

 

(295

)

 

 

 

(523

)

 

 

 

76

 

Adjusted EBITDA

$

 

61,953

 

 

$

 

58,723

 

 

$

 

132,183

 

 

$

 

126,760

 

Reconciliation of operating earnings to adjusted EBITDA by segment:

 

Food Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

23,204

 

 

$

 

19,227

 

 

$

 

48,518

 

 

$

 

45,083

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

380

 

 

 

 

551

 

 

 

 

1,263

 

 

 

 

1,288

 

Depreciation and amortization

 

 

6,827

 

 

 

 

4,827

 

 

 

 

15,429

 

 

 

 

11,297

 

Merger/acquisition and integration

 

 

468

 

 

 

 

93

 

 

 

 

4,315

 

 

 

 

561

 

Restructuring charges and asset impairment

 

 

301

 

 

 

 

2,308

 

 

 

 

901

 

 

 

 

4,541

 

Fresh Kitchen start-up costs

 

 

1,854

 

 

 

 

 

 

 

 

4,602

 

 

 

 

 

Stock-based compensation

 

 

551

 

 

 

 

369

 

 

 

 

3,511

 

 

 

 

2,681

 

Other non-cash (gains) charges

 

 

(1

)

 

 

 

25

 

 

 

 

46

 

 

 

 

201

 

Adjusted EBITDA

$

 

33,584

 

 

$

 

27,400

 

 

$

 

78,585

 

 

$

 

65,652

 

Military:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

2,509

 

 

$

 

2,497

 

 

$

 

3,399

 

 

$

 

5,930

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

84

 

 

 

 

234

 

 

 

 

392

 

 

 

 

545

 

Depreciation and amortization

 

 

2,607

 

 

 

 

2,682

 

 

 

 

6,046

 

 

 

 

6,157

 

Merger/acquisition and integration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Restructuring gains

 

 

 

 

 

 

(291

)

 

 

 

 

 

 

 

(259

)

Stock-based compensation

 

 

165

 

 

 

 

226

 

 

 

 

1,127

 

 

 

 

1,007

 

Other non-cash (gains) charges

 

 

(14

)

 

 

 

(5

)

 

 

 

(16

)

 

 

 

203

 

Adjusted EBITDA

$

 

5,351

 

 

$

 

5,343

 

 

$

 

10,948

 

 

$

 

13,584

 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

13,229

 

 

$

 

10,896

 

 

$

 

16,669

 

 

$

 

3,267

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIFO expense

 

 

228

 

 

 

 

274

 

 

 

 

627

 

 

 

 

638

 

Depreciation and amortization

 

 

9,584

 

 

 

 

10,126

 

 

 

 

22,624

 

 

 

 

23,550

 

Merger/acquisition and integration

 

 

154

 

 

 

 

820

 

 

 

 

323

 

 

 

 

1,248

 

Restructuring charges and asset impairment

 

 

(315

)

 

 

 

3,731

 

 

 

 

107

 

 

 

 

16,770

 

Stock-based compensation

 

 

423

 

 

 

 

448

 

 

 

 

2,853

 

 

 

 

2,379

 

Other non-cash gains

 

 

(285

)

 

 

 

(315

)

 

 

 

(553

)

 

 

 

(328

)

Adjusted EBITDA

$

 

23,018

 

 

$

 

25,980

 

 

$

 

42,650

 

 

$

 

47,524

 

10


 

Notes: 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 deferred (stock) compensation, the LIFO provision, as well as adjustments for items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations.

The Company believes that adjusted EBITDA provides a meaningful representation of its operating performance for the Company as a whole 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 accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The Company’s definitions of adjusted EBITDA and adjusted EBITDA by segment may not be identical to similarly titled measures reported by other companies.

11


 

 

Table 3: Reconciliation of Operating Earnings to Adjusted Operating Earnings

(A Non-GAAP Financial Measure)

(In thousands)

(Unaudited)

 

  

12 Weeks Ended

 

 

28 Weeks Ended

 

 

July 15,

 

 

July 16,

 

 

July 15,

 

 

July 16,

 

(In thousands)

2017

 

 

2016

 

 

2017

 

 

2016

 

Operating earnings

$

 

38,942

 

 

$

 

32,620

 

 

$

 

68,586

 

 

$

 

54,280

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

622

 

 

 

 

913

 

 

 

 

4,638

 

 

 

 

1,810

 

Restructuring (gains) charges and asset impairment

 

 

(14

)

 

 

 

5,748

 

 

 

 

1,008

 

 

 

 

21,052

 

Fresh Kitchen start-up costs

 

 

1,854

 

 

 

 

 

 

 

 

4,602

 

 

 

 

 

Stock compensation associated with executive retirement

 

 

 

 

 

 

 

 

 

 

1,172

 

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

21

 

 

 

 

11

 

 

 

 

24

 

 

 

 

690

 

Adjusted operating earnings

$

 

41,425

 

 

$

 

39,292

 

 

$

 

80,030

 

 

$

 

77,832

 

Reconciliation of operating earnings to adjusted operating earnings by segment:

 

Food Distribution:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

23,204

 

 

$

 

19,227

 

 

$

 

48,518

 

 

$

 

45,083

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

468

 

 

 

 

93

 

 

 

 

4,315

 

 

 

 

561

 

Restructuring charges and asset impairment

 

 

301

 

 

 

 

2,308

 

 

 

 

901

 

 

 

 

4,541

 

Fresh Kitchen start-up costs

 

 

1,854

 

 

 

 

 

 

 

 

4,602

 

 

 

 

 

Stock compensation associated with executive retirement

 

 

 

 

 

 

 

 

 

 

591

 

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

21

 

 

 

 

 

 

 

 

22

 

 

 

 

206

 

Adjusted operating earnings

$

 

25,848

 

 

$

 

21,628

 

 

$

 

58,949

 

 

$

 

50,391

 

Military:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

2,509

 

 

$

 

2,497

 

 

$

 

3,399

 

 

$

 

5,930

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Restructuring gains

 

 

 

 

 

 

(291

)

 

 

 

 

 

 

 

(259

)

Stock compensation associated with executive retirement

 

 

 

 

 

 

 

 

 

 

147

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

 

 

 

 

1

 

 

 

 

1

 

 

 

 

223

 

Adjusted operating earnings

$

 

2,509

 

 

$

 

2,207

 

 

$

 

3,547

 

 

$

 

5,895

 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

$

 

13,229

 

 

$

 

10,896

 

 

$

 

16,669

 

 

$

 

3,267

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

154

 

 

 

 

820

 

 

 

 

323

 

 

 

 

1,248

 

Restructuring (gains) charges and asset impairment

 

 

(315

)

 

 

 

3,731

 

 

 

 

107

 

 

 

 

16,770

 

Stock compensation associated with executive retirement

 

 

 

 

 

 

 

 

 

 

434

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

 

 

 

 

10

 

 

 

 

1

 

 

 

 

261

 

Adjusted operating earnings

$

 

13,068

 

 

$

 

15,457

 

 

$

 

17,534

 

 

$

 

21,546

 

12


 

Notes: 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 adjusted operating earnings format.

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

 


13


 

Table 4: Reconciliation of Earnings from Continuing Operations to

Adjusted Earnings from Continuing Operations

(A Non-GAAP Financial Measure)

(In thousands, except per share data)

(Unaudited)

 

12 Weeks Ended

 

 

 

July 15, 2017

 

 

July 16, 2016

 

 

 

 

 

 

per diluted

 

 

 

 

 

per diluted

 

 

(In thousands, except per share amounts)

Earnings

 

 

share

 

 

Earnings

 

 

share

 

 

Earnings from continuing operations

$

 

21,060

 

 

$

 

0.56

 

 

$

 

17,560

 

 

$

 

0.47

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger/acquisition and integration

 

 

622

 

 

 

 

 

 

 

 

 

913

 

 

 

 

 

 

 

Restructuring (gains) charges and asset impairment

 

 

(14

)

 

 

 

 

 

 

 

 

5,748

 

 

 

 

 

 

 

Fresh Kitchen start-up costs

 

 

1,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

21

 

 

 

 

 

 

 

 

 

11

 

 

 

 

 

 

 

Total adjustments

 

 

2,483

 

 

 

 

 

 

 

 

 

6,672

 

 

 

 

 

 

 

Income tax effect on adjustments (a)

 

 

(932

)

 

 

 

 

 

 

 

 

(2,525

)

 

 

 

 

 

 

Total adjustments, net of taxes

 

 

1,551

 

 

 

 

0.04

 

 

 

 

4,147

 

 

 

 

0.11

 

 

Adjusted earnings from continuing operations

$

 

22,611

 

 

$

 

0.60

 

 

$

 

21,707

 

 

$

 

0.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28 Weeks Ended

 

 

 

July 15, 2017

 

 

July 16, 2016

 

 

 

 

 

 

per diluted

 

 

 

 

 

per diluted

 

 

(In thousands, except per share amounts)

Earnings

 

 

share

 

 

Earnings

 

 

share

 

 

Earnings from continuing operations

$

 

36,125

 

 

$

 

0.96

 

 

$

 

27,520

 

 

$

 

0.73

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger integration and acquisition expenses

 

 

4,638

 

 

 

 

 

 

 

 

 

1,810

 

 

 

 

 

 

 

Restructuring charges and asset impairment

 

 

1,008

 

 

 

 

 

 

 

 

 

21,052

 

 

 

 

 

 

 

Fresh Kitchen start-up costs

 

 

4,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance associated with cost reduction initiatives

 

 

24

 

 

 

 

 

 

 

 

 

690

 

 

 

 

 

 

 

Stock compensation associated with executive retirement

 

 

1,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total adjustments

 

 

11,444

 

 

 

 

 

 

 

 

 

23,552

 

 

 

 

 

 

 

Income tax effect on adjustments (a)

 

 

(4,295

)

 

 

 

 

 

 

 

 

(8,953

)

 

 

 

 

 

 

Total adjustments, net of taxes

 

 

7,149

 

 

 

 

0.19

 

 

 

 

14,599

 

 

 

 

0.39

 

 

Adjusted earnings from continuing operations

$

 

43,274

 

 

$

 

1.15

 

 

$

 

42,119

 

 

$

 

1.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

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

Notes: Adjusted earnings from continuing operations is a non-GAAP operating financial measure that the Company defines as earnings from continuing operations 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 also excludes the contributions of activities classified as discontinued operations. Because adjusted earnings from continuing operations is a performance measure that management uses to allocate resources, assess performance against its peers and evaluate overall performance, the Company believes it provides useful information for both management and its investors. In addition, securities analysts, fund managers and other shareholders and stakeholders that communicate with the Company request its operating financial results in adjusted earnings from continuing operations format.

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

14


 

 

Table 5: Reconciliation of Long-Term Debt and Capital Lease Obligations to Total Net Long-Term Debt and Capital

Lease Obligations

(A Non-GAAP Financial Measure)

(In thousands)

(Unaudited)

 

  

July 15,

 

 

December 31,

 

 

2017

 

 

2016

 

Current maturities of long-term debt and capital lease obligations

$

 

19,001

 

 

$

 

17,424

 

Long-term debt and capital lease obligations

 

 

641,257

 

 

 

 

413,675

 

Total debt

 

 

660,258

 

 

 

 

431,099

 

Cash and cash equivalents

 

 

(22,726

)

 

 

 

(24,351

)

Total net long-term debt

$

 

637,532

 

 

$

 

406,748

 

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

 

Table 6: Reconciliation of Projected Earnings per Diluted Share from Continuing Operations to

Projected Adjusted Earnings per Diluted Share from Continuing Operations

(A Non-GAAP Financial Measure)

(Unaudited)

 

52 Weeks Ending December 30, 2017

 

 

Low

 

 

High

 

Earnings from continuing operations

$

 

1.83

 

 

$

 

1.90

 

Adjustments, net of taxes:

 

 

 

 

 

 

 

 

 

   Merger/acquisition and integration expenses

 

 

0.12

 

 

 

 

0.13

 

   Restructuring charges and asset impairment

 

 

0.09

 

 

 

 

0.09

 

   Fresh Kitchen start-up costs

 

 

0.12

 

 

 

 

0.14

 

   Stock compensation associated with executive retirement

 

 

0.02

 

 

 

 

0.02

 

Adjusted earnings from continuing operations

$

 

2.18

 

 

$

 

2.28

 

 

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