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.

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%, 17%, and 17% of the Company's net sales for 2022, 2021 and 2020, respectively. No other single customer exceeded 10% of the Company's net sales in any of the years presented.

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.

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


	52 Weeks Ended December 31, 2022
(In thousands)	Wholesale		Retail		Total
Type of products:
Center store (a)	$	2,671,666	$	1,073,765	$	3,745,431
Fresh (b)		2,171,906		1,068,240		3,240,146
Non-food (c)		1,888,318		452,557		2,340,875
Fuel		—		202,256		202,256
Other		113,346		1,046		114,392
Total	$	6,845,236	$	2,797,864	$	9,643,100
Type of customers:
Individuals	$	—	$	2,796,858	$	2,796,858
Independent retailers (d)		2,363,597		—		2,363,597
National accounts		2,311,114		—		2,311,114
Military (e)		2,115,353		—		2,115,353
Other		55,172		1,006		56,178
Total	$	6,845,236	$	2,797,864	$	9,643,100

	52 Weeks Ended January 1, 2022
(In thousands)	Wholesale		Retail		Total
Type of products:
Center store (a)	$	2,419,163	$	1,001,920	$	3,421,083
Fresh (b)		2,027,020		992,897		3,019,917
Non-food (c)		1,783,229		427,872		2,211,101
Fuel		—		157,236		157,236
Other		120,341		1,361		121,702
Total	$	6,349,753	$	2,581,286	$	8,931,039
Type of customers:
Individuals	$	—	$	2,580,277	$	2,580,277
Independent retailers (d)		2,197,892		—		2,197,892
National accounts		2,211,458		—		2,211,458
Military (e)		1,882,602		—		1,882,602
Other		57,801		1,009		58,810
Total	$	6,349,753	$	2,581,286	$	8,931,039

	53 Weeks Ended January 2, 2021
(In thousands)	Wholesale		Retail		Total
Type of products:
Center store (a)	$	2,562,487	$	1,097,013	$	3,659,500
Fresh (b)		2,161,446		1,013,657		3,175,103
Non-food (c)		1,876,775		419,507		2,296,282
Fuel		—		106,213		106,213
Other		109,860		1,527		111,387
Total	$	6,710,568	$	2,637,917	$	9,348,485
Type of customers:
Individuals	$	—	$	2,636,993	$	2,636,993
Independent retailers (d)		2,253,940		—		2,253,940
National accounts		2,247,552		—		2,247,552
Military (e)		2,123,494		—		2,123,494
Other		85,582		924		86,506
Total	$	6,710,568	$	2,637,917	$	9,348,485

(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 that were previously classified within the former Food Distribution segment 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.

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.

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 31, 2022, the Company estimates the present value of its maximum potential obligations for subleases and assigned leases to be approximately $4.5 million and $6.9 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 five 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 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 and lease obligations, which would be due in accordance with the underlying agreements.

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


	Allowance for Credit Losses
	Current Accounts			Long-term
(In thousands)	and Notes Receivable			Notes Receivable			Total
Balance at December 28, 2019	$	2,739		$	233		$	2,972
Impact of adoption of new credit loss standard (ASU 2016-13)		1,911			259			2,170
Provision for expected credit losses		1,966			—			1,966
Write-offs charged against the allowance		(384	)		(121	)		(505	)
Balance at January 2, 2021		6,232			371			6,603
Changes in credit loss estimates		(1,101	)		360			(741	)
Write-offs charged against the allowance		(717	)		—			(717	)
Balance at January 1, 2022		4,414			731			5,145
Changes in credit loss estimates		2,539			217			2,756
Write-offs charged against the allowance		(855	)		—			(855	)
Balance at December 31, 2022	$	6,098		$	948		$	7,046

During 2022, 2021 and 2020, the Company recognized bad debt expense of $1.1 million, $0.4 million and $0.7 million, respectively, related to direct write-offs of uncollectable amounts.