SpartanNash Co (Form: 10-Q, Received: 05/22/2019 16:08:44)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 20, 2019.

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

For the transition period from to .

Commission File Number: 000-31127

SPARTANNASH COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Michigan		38-0593940
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

850 76 ^th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan		49518
(Address of Principal Executive Offices)		(Zip Code)

(616) 878-2000

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

SPTN

NASDAQ Global Select Market

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of May 20, 2019, the registrant had 36,313,827 outstanding shares of common stock, no par value.

FORWARD-LOOKING STATEMENTS

The matters discussed in this Quarterly Report on Form 10-Q, in the Company’s press releases and in the Company’s website-accessible conference calls with analysts and investor presentations include “forward-looking statements” about the plans, strategies, objectives, goals or expectations of SpartanNash Company and subsidiaries (“SpartanNash” or “the Company”). These forward-looking statements are identifiable by words or phrases indicating that SpartanNash or management “expects,” “anticipates,” “plans,” “believes,” or “estimates,” or that a particular occurrence or event “will,” “may,” “could,” “should” or “will likely” result, occur or be pursued or “continue” in the future, that the “outlook” or “trend” is toward a particular result or occurrence, that a development is an “opportunity,” “priority,” “strategy,” “focus,” that the Company is “positioned” for a particular result, or similarly stated expectations. Accounting estimates, such as those described under the heading “Critical Accounting Policies” in Part I, Item 2 of this Quarterly Report on Form 10-Q, 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 Quarterly Report, other report, release, presentation, or statement.

In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, SpartanNash’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 and other periodic reports filed with the Securities and Exchange Commission (“SEC”), there are many important factors that could cause actual results to differ materially. These risks and uncertainties include general business conditions, changes in overall economic conditions that impact consumer spending, the Company’s ability to integrate acquired assets, the impact of competition and other factors which are often beyond the control of the Company, and other risks listed in the “Risk Factors” discussion in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 and risks and uncertainties not presently known to the Company or that the Company currently deems immaterial.

This section and the discussions contained in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 and in Part I, Item 2 “Critical Accounting Policies” of the Quarterly Report on Form 10-Q, are intended to provide meaningful cautionary statements for purposes of the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all the economic, competitive, governmental, technological and other factors that could adversely affect the Company’s expected consolidated financial position, results of operations or liquidity. Additional risks and uncertainties not currently known to SpartanNash or that SpartanNash currently believes are immaterial also may impair its business, operations, liquidity, financial condition and prospects. The Company undertakes no obligation to update or revise its forward-looking statements to reflect developments that occur, or information obtained after the date of this Quarterly Report.

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	April 20,			December 29,
	2019			2018
Assets
Current assets
Cash and cash equivalents	$	21,360		$	18,585
Accounts and notes receivable, net		376,708			346,260
Inventories, net		595,741			553,799
Prepaid expenses and other current assets		59,014			73,798
Property and equipment held for sale		—			8,654
Total current assets		1,052,823			1,001,096

Property and equipment, net		623,132			579,060
Goodwill		178,648			178,648
Intangible assets, net		144,451			128,926
Operating lease assets		273,537			—
Other assets, net		86,905			84,182

Total assets	$	2,359,496		$	1,971,912

Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	391,315		$	357,802
Accrued payroll and benefits		55,922			57,180
Other accrued expenses		48,437			43,206
Current portion of operating lease liabilities		41,425			—
Current portion of long-term debt and finance lease liabilities		18,006			18,263
Total current liabilities		555,105			476,451

Long-term liabilities
Deferred income taxes		45,087			49,254
Operating lease liabilities		279,599			—
Other long-term liabilities		32,785			50,463
Long-term debt and finance lease liabilities		753,118			679,797
Total long-term liabilities		1,110,589			779,514

Commitments and contingencies (Note 7)

Shareholders’ equity
Common stock, voting, no par value; 100,000 shares authorized; 36,319 and 35,952 shares outstanding		488,155			484,064
Preferred stock, no par value, 10,000 shares authorized; no shares outstanding		—			—
Accumulated other comprehensive loss		(15,699	)		(15,759	)
Retained earnings		221,346			247,642
Total shareholders’ equity		693,802			715,947

Total liabilities and shareholders’ equity	$	2,359,496		$	1,971,912

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share amounts)

(Unaudited)

	16 Weeks Ended
	April 20, 2019			April 21, 2018
Net sales	$	2,542,375		$	2,385,073
Cost of sales		2,164,646			2,041,859
Gross profit		377,729			343,214

Operating expenses
Selling, general and administrative		360,400			309,058
Merger/acquisition and integration		782			2,206
Restructuring (gains) charges and asset impairment		(5,662	)		6,202
Total operating expenses		355,520			317,466

Operating earnings		22,209			25,748

Other expenses and (income)
Interest expense		11,881			8,778
Other, net		183			(225	)
Total other expenses, net		12,064			8,553

Earnings before income taxes and discontinued operations		10,145			17,195
Income tax expense		2,624			4,760
Earnings from continuing operations		7,521			12,435

Loss from discontinued operations, net of taxes		(52	)		(92	)
Net earnings	$	7,469		$	12,343

Basic earnings per share:
Earnings from continuing operations	$	0.21		$	0.34
Loss from discontinued operations		—			—
Net earnings	$	0.21		$	0.34

Diluted earnings per share:
Earnings from continuing operations	$	0.21		$	0.34
Loss from discontinued operations		—			—
Net earnings	$	0.21		$	0.34

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	16 Weeks Ended
	April 20, 2019			April 21, 2018
Net earnings	$	7,469		$	12,343

Other comprehensive income, before tax
Pension and postretirement liability adjustment		79			111

Income tax expense related to items of other comprehensive income		(19	)		(27	)

Total other comprehensive income, after tax		60			84
Comprehensive income	$	7,529		$	12,427

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Income (Loss)			Earnings			Total
Balance at December 29, 2018		35,952		$	484,064		$	(15,759	)	$	247,642		$	715,947
Impact of adoption of new lease standard (ASU 2016-02)					—			—			(26,863	)		(26,863	)
Net earnings		—			—			—			7,469			7,469
Other comprehensive income		—			—			60			—			60
Dividends - $0.19 per share		—			—			—			(6,902	)		(6,902	)
Stock-based employee compensation		—			5,383			—			—			5,383
Issuances of common stock on stock option exercises and for stock bonus plan and associate stock purchase plan		30			452			—			—			452
Issuances of restricted stock		444			—			—			—			—
Cancellations of stock-based awards		(107	)		(1,744	)		—			—			(1,744	)
Balance at April 20, 2019		36,319		$	488,155		$	(15,699	)	$	221,346		$	693,802

							Accumulated
							Other
	Shares			Common			Comprehensive			Retained
	Outstanding			Stock			Income (Loss)			Earnings			Total
Balance at December 30, 2017		36,466		$	497,093		$	(15,136	)	$	239,993		$	721,950
Net earnings		—			—			—			12,343			12,343
Other comprehensive income		—			—			84			—			84
Dividends - $0.18 per share		—			—			—			(6,526	)		(6,526	)
Share repurchase		(952	)		(20,000	)		—			—			(20,000	)
Stock-based employee compensation		—			5,290			—			—			5,290
Issuances of common stock for stock bonus plan and associate stock purchase plan		24			470			—			—			470
Issuances of restricted stock		472			—			—			—			—
Cancellations of stock-based awards		(87	)		(1,567	)		—			—			(1,567	)
Balance at April 21, 2018		35,923		$	481,286		$	(15,052	)	$	245,810		$	712,044

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	16 Weeks Ended
	April 20, 2019			April 21, 2018
Cash flows from operating activities
Net earnings	$	7,469		$	12,343
Loss from discontinued operations, net of tax		52			92
Earnings from continuing operations		7,521			12,435
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash restructuring, asset impairment, and other charges		893			6,104
Depreciation and amortization		27,401			25,569
Non-cash rent		(2,555	)		(421	)
LIFO expense		1,425			1,540
Postretirement benefits expense (income)		948			(303	)
Deferred taxes on income		4,396			7,322
Stock-based compensation expense		5,383			5,290
Postretirement benefit plan contributions		(130	)		(88	)
Gain on disposals of assets		(6,925	)		(49	)
Changes in operating assets and liabilities:
Accounts receivable		(27,069	)		14,703
Inventories		(10,786	)		17,950
Prepaid expenses and other assets		1,388			1,063
Accounts payable		20,077			(18,606	)
Accrued payroll and benefits		(5,191	)		(7,326	)
Other accrued expenses and other liabilities		(3,257	)		(4,802	)
Net cash provided by operating activities		13,519			60,381
Cash flows from investing activities
Purchases of property and equipment		(16,006	)		(21,041	)
Net proceeds from the sale of assets		15,872			150
Acquisitions, net of cash acquired		(86,659	)		—
Loans to customers		(1,233	)		(698	)
Payments from customers on loans		833			662
Other		(32	)		(6	)
Net cash used in investing activities		(87,225	)		(20,933	)
Cash flows from financing activities
Proceeds from senior secured revolving credit facility		435,769			259,321
Payments on senior secured revolving credit facility		(366,407	)		(266,753	)
Proceeds from other long-term debt		5,800			—
Repayment of other long-term debt and finance lease liabilities		(4,778	)		(2,331	)
Financing fees paid		(352	)		(7	)
Proceeds from resolution of acquisition contingencies		15,000			—
Share repurchase		—			(20,000	)
Net payments related to stock-based award activities		(1,744	)		(1,567	)
Proceeds from exercise of stock options		181			—
Dividends paid		(6,902	)		(6,526	)
Net cash provided by (used in) financing activities		76,567			(37,863	)
Cash flows from discontinued operations
Net cash used in operating activities		(86	)		(85	)
Net cash used in discontinued operations		(86	)		(85	)
Net increase in cash and cash equivalents		2,775			1,500
Cash and cash equivalents at beginning of period		18,585			15,667
Cash and cash equivalents at end of period	$	21,360		$	17,167

See accompanying notes to condensed consolidated financial statements.

SPARTANNASH COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SpartanNash Company and its subsidiaries (“SpartanNash” or “the Company”). Intercompany accounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2018.

In the opinion of management, the accompanying condensed consolidated financial statements, taken as a whole, contain all adjustments, including normal recurring items, necessary to present fairly the financial position of SpartanNash as of April 20, 2019, and the results of its operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The unaudited information in the condensed consolidated financial statements for the first quarter of 2019 and 2018 include the results of operations of the Company for the 16-week periods ended April 20, 2019 and April 21, 2018, respectively.

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

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases.” The FASB subsequently issued ASUs 2018-01, 2018-10, 2018-11, and 2019-01, which include clarifications and provide various practical expedients and transition options related to ASU 2016-02. ASU 2016-02 provides guidance for lease accounting and stipulates that lessees need to recognize a right-of-use asset and a lease liability for substantially all leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of future rent payments. Treatment in the consolidated statements of earnings is similar to the previous treatment of operating and capital leases.

In the first quarter of 2019, the Company adopted this standard retrospectively through a cumulative-effect adjustment recorded at the beginning of 2019. The Company has elected the practical expedient available under the guidance to not adjust comparative periods presented. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allow for a carry forward of the historical lease classification. The Company elected the hindsight practical expedient to reevaluate the lease term for existing leases. The election of the hindsight practical expedient resulted in the extension or reduction of lease terms for certain existing leases and adjustments to the useful lives of corresponding leasehold improvements. In the application of hindsight, the Company estimated the expected lease term based on management’s plans, including the performance of the leased properties and the associated market dynamics in relation to the overall operational, real estate and capital planning strategies of the Company.

The adoption of the new standard resulted in the recognition of operating lease assets and liabilities of $241.8 million and $292.3 million, respectively, as of the beginning of 2019. The adoption of the standard also resulted in a transition adjustment to beginning of the year retained earnings of $26.9 million (net of deferred tax impact of $8.5 million). The transition adjustment relates to impairment of right of use assets included in previously impaired asset groups and the impact of hindsight on the evaluation of lease term. Remaining differences between lease assets and liabilities relate to the derecognition of lease-related liabilities and assets recorded under ASC 840, which were included in beginning lease liabilities or assets under ASC 842.

N ote 3 – Revenue

Disaggregation of Revenue

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

	16 Weeks Ended April 20, 2019
(In thousands)	Food Distribution		Military		Retail		Total
Type of products:
Center store (a)	$	355,471	$	310,410	$	270,773	$	936,654
Fresh (b)		428,768		197,022		262,947		888,737
Non-food (c)		362,994		162,056		126,395		651,445
Fuel		—		—		41,249		41,249
Other		22,005		1,882		403		24,290
Total	$	1,169,238	$	671,370	$	701,767	$	2,542,375
Type of customers:
Individuals	$	—	$	—	$	701,482	$	701,482
Manufacturers, brokers and distributors		60,711		642,636		—		703,347
Retailers		1,105,326		26,852		—		1,132,178
Other		3,201		1,882		285		5,368
Total	$	1,169,238	$	671,370	$	701,767	$	2,542,375

	16 Weeks Ended April 21, 2018
(In thousands)	Food Distribution		Military		Retail		Total
Type of products:
Center store (a)	$	360,143	$	322,358	$	221,292	$	903,793
Fresh (b)		431,598		179,049		205,585		816,232
Non-food (c)		339,196		160,348		99,612		599,156
Fuel		—		—		39,463		39,463
Other		24,274		1,865		290		26,429
Total	$	1,155,211	$	663,620	$	566,242	$	2,385,073
Type of customers:
Individuals	$	—	$	—	$	565,952	$	565,952
Manufacturers, brokers and distributors		61,624		645,677		—		707,301
Retailers		1,074,831		16,078		—		1,090,909
Other		18,756		1,865		290		20,911
Total	$	1,155,211	$	663,620	$	566,242	$	2,385,073

(a) Center store includes dry grocery, frozen and beverages.
(b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral.
(c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy.

Contract Assets and Liabilities

In the ordinary course of business, the Company may advance funds to certain 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 no longer remains a customer for the specified time period. 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 on the Company’s balance sheets.

When the Company transfers goods or serv ices to a customer, payment is due - subject to normal terms - and is not conditional on anything other than the passage of time. Typical payment terms range from due upon receipt to 30 days, depending on the type of customer and relationship. 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 Comp any has elected the practical expedient under ASC 606 to not adjust for the effects of a significant financing component. As such, these amounts are recorded as receivables and not contract assets. The Company had no contract assets for any period presente d.

The Company does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution and would therefore be capitalized. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that the Company would have recognized is one year or less.

N ote 4 – Acquisitions

On December 31, 2018, the Company acquired all of the outstanding shares of Martin’s Super Markets, Inc. (“Martin’s”) for $86.7 million, net of $7.8 million of cash acquired. Acquired assets consist primarily of property and equipment of $55.0 million, intangible assets of $20.7 million, and working capital. Intangible assets are primarily composed of an indefinite lived trade name and customer lists which are amortized over seven years. The acquired assets and assumed liabilities were recorded at their estimated fair values as of the acquisition date based on preliminary estimates. These estimates are subject to revision upon the finalization of the valuations of the acquired real estate, inventory and intangible assets. Any adjustments will be made prior to December 31, 2019. No goodwill was recorded related to the acquisition. As of April 20, 2019, the Company has incurred $2.1 million of merger/acquisition and integration costs related to the acquisition, of which $0.9 million was incurred in 2019. The acquisition was funded with proceeds from the Company’s Credit Agreement.

Martin’s currently operates 21 stores in Northern Indiana and Southwest Michigan with approximately 3,500 employees. Martin’s was an independent retailer and customer of the Company’s Food Distribution segment prior to the acquisition. Subsequent to the acquisition sales from the Food Distribution segment to Martin’s stores are eliminated. The acquisition expanded the footprint of the Company’s Retail segment into adjacent geographies in northern Indiana and southwestern Michigan.

Note 5 – Restructuring Charges and Asset Impairment

The following table provides the activity of reserves for closed properties for the 16-week period ended April 20, 2019. Reserves for closed properties recorded in the condensed consolidated balance sheets are included in “Other accrued expenses” in Current liabilities and “Other long-term liabilities” in Long-term liabilities based on the timing of when the obligations are expected to be paid.

	Lease and
(In thousands)	Ancillary Costs			Severance			Total
Balance at December 29, 2018	$	16,386		$	—		$	16,386
Reclassification of lease liabilities		(8,177	)		—			(8,177	)
Provision for closing charges		366			—			366
Provision for severance		—			149			149
Changes in estimates		35			—			35
Accretion expense		141			—			141
Payments		(705	)		(35	)		(740	)
Balance at April 20, 2019	$	8,046		$	114		$	8,160

Included in the liability are lease related ancillary costs from the date of closure to the end of the remaining lease term. Prior to the adoption of ASU 2016-02 (Note 2), the liability included lease obligations recorded at the present value of future minimum lease payments, calculated using a risk-free interest rate, net of estimated sublease income. Upon the adoption of ASU 2016-02, these liabilities were reclassified as a reduction of the initial measurement of operating lease assets within the consolidated balance sheets.

Restructuring and asset impairment activity included in the condensed consolidated statements of earn ings consisted of the following:

	16 Weeks Ended
	April 20,			April 21,
(In thousands)	2019			2018
Asset impairment charges	$	100		$	1,470
Provision for closing charges		366			3,903
(Gain) loss on sales of assets related to closed facilities		(6,923	)		137
Provision for severance		149			125
Other costs associated with distribution center and store closings		611			282
Changes in estimates		35			285
	$	(5,662	)	$	6,202

In the period ended April 20, 2019, the Food Distribution segment realized a gain on the sale of a previously closed distribution center. In the periods ended April 20, 2019 and April 21, 2018, restructuring and asset impairment charges were incurred in the Retail and Food Distribution segments due to the economic and competitive environment of certain stores and in conjunction with the Company’s retail store and supply chain rationalization plans. The changes in estimates relate to revised estimates of lease and ancillary costs associated with previously closed locations, due to deterioration of the condition of certain properties.

Long-lived assets are measured at fair value on a nonrecurring basis using Level 3 inputs under the fair value hierarchy, as further described in Note 6 – Fair Value Measurements. Assets with a book value of $0.3 million were measured at a fair value of $0.2 million, resulting in an impairment charge of $0.1 million for the 16 weeks ended in 2019. Assets with a book value of $1.8 million were measured at a fair value of $0.3 million, resulting in an impairment charge of $1.5 million for the 16 weeks ended in 2018. 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, uses real estate brokers.

Note 6 – Fair Value Measurements

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

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

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

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

Financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term debt. The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximate fair value because of the short-term maturities of these financial instruments. See Note 5 for discussion of the fair value measurements related to long-lived asset impairment charges. At April 20, 2019 and December 29, 2018, the book value and estimated fair value of the Company’s debt instruments, excluding debt financing costs, were as follows:

	April 20,		December 29,
(In thousands)	2019		2018
Book value of debt instruments, excluding debt financing costs:
Current maturities of long-term debt and finance lease liabilities	$	18,006	$	18,263
Long-term debt and finance lease liabilities		759,678		686,594
Total book value of debt instruments		777,684		704,857
Fair value of debt instruments, excluding debt financing costs		778,671		705,875
Excess of fair value over book value	$	987	$	1,018

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).

Certain of the Company’s business combinations involve the potential for the receipt or payment of future contingent cons ideration upon the shortfall or achievement of various operating thresholds, respectively. The additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified EBITDA levels. Fo r business combinations including contingent consideration provisions an asset or liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at ea ch reporting period with the change in fair value recognized as income or expense within operating expenses in the condensed consolidated statements of income. The Company measures the asset and liability on a recurring basis using Level 3 inputs.

The recurring Level 3 fair value measurements of contingent consideration include the following significant unobservable inputs as of April 20, 2019:

Unobservable Input	Range
Discount rate	11.80%
Probability of payments	0% - 100%
Projected year(s) of payments	2019

The fair value of contingent consideration associated with the Caito and BRT acquisition was zero as of April 20, 2019. During the period ended April 20, 2019, the Company received $15.0 million related to the resolution of certain acquisition contingencies. As of April 20, 2019, the potential for future payment of contingent consideration is remote and there is no opportunity for additional receipt of contingent consideration, therefore no assets or liabilities are recorded in the condensed consolidated balance sheet. Upon receipt of the proceeds, the portion of the contingent consideration related to the acquisition date fair value was reported as a financing activity in the condensed consolidated statements of cash flows. Amounts received in excess of the acquisition date fair value were reported as an operating activity in the consolidated statements of cash flows.

Note 7 – Commitments and Contingencies

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

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 no longer remains a customer for the specified time period. As of April 20, 2019, the Company has an unearned advance to one independent retailer for a gross amount representing approximately two percent of the Company’s total assets. The Company’s collateral related to the advanced funds is a security interest in select business assets of the independent retailer’s stores, including select real property assets and other collateral, including a personal guarantee, from the shareholder. Despite the collateral, the Company may be unable to realize the entire unearned portion of the funds advanced to this independent retailer, and accordingly, has evaluated the net estimated realizability of the advance. In the fourth quarter of 2018, the customer defaulted on the terms of the supply agreement. As a result, the Company filed a petition to place the customer in receivership. The Company performed an analysis of the net realizability of the underlying collateral which resulted in a $32.0 million charge in 2018. In the first quarter of 2019, to realize its collateral, the Company placed a credit bid and obtained the rights to acquire five stores. The Company subsequently assigned the rights to acquire three of the stores to an independent retailer in exchange for certain consideration, upon the finalization of the retailer entering into a long-term supply arrangement with the Company. Subsequent to the end of the first quarter of 2019, the Company closed on the acquisition of two stores, and the Company has signed a long-term supply arrangement with the independent retailer for the remaining three stores.

The Company contributes to the Central States Southeast and Southwest Pension Fund (“Central Sta tes Plan” or “the Plan”), a multi-employer pension plan, based on obligations arising from its collective bargaining agreements (“CBAs”) in Bellefontaine, Ohio, Lima, Ohio, and Grand Rapids, Michigan covering its supply chain associates at those locations. This Plan provides retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. Trustees are appointed by contributing employers and unions; however, SpartanNash is not a trustee. The trustees typically 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 and the administration of the plan. The Company currently contributes t o the Central States Plan under the terms outlined in the “Primary Schedule” of Central States’ Rehabilitation Plan or those outlined in the “Default Schedule.” Both the Primary and Default schedules require varying increases in employer contributions over the previous year’s contribution. Increases are set within the CBAs and vary by location. The Plan continues to be in red zone status, and according to the Pension Protection Act (“PPA”), is considered to be in “critical and declining” zone status. Among other factors, plans in the “critical and declining” zone are generally less than 65% funded and are projected to become insolvent within the next 15 years (or 20 years depending on the ratio of active-to-inactive participants). Based on the most recent i nformation available to the Company, management believes that the present value of actuarial accrued liabilities in this multi-employer plan significantly exceeds the value of the assets held in trust to pay benefits. Because SpartanNash is one of a number of employers contributing to this plan, it is difficult to ascertain what the exact amount of the underfunding would be. Management is not aware of any significant change in funding levels since December 29 , 201 8 . To reduce this underfunding, management e xpects increases in expense as a result of required incremental multi-employer pension plan contributions in future years. Any adjustment for withdrawal liability will be recorded when it is probable that a liability exists and can be reasonably determined .

Note 8 – 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 real property leases contain multiple renewal options, which generally range from one to ten years. In those locations in which it is economically feasible to continue to operate, management expects that lease options will be exercised. The terms of certain leases contain provisions requiring payment of percentage 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 provide 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 expense were as follows:

	16 Weeks Ended
(In thousands)	April 20, 2019
Operating lease cost	$	17,060
Short-term lease cost		2,029
Finance lease cost
Amortization of assets		1,131
Interest on lease liabilities		982
Sublease income		(1,334	)
Total net lease cost	$	19,868

Supplemental balance sheet information related to leases was as follows:

(In thousands)	April 20, 2019
Operating leases:
Operating lease assets	$		273,537

Current portion of operating lease liabilities	$		41,425
Noncurrent operating lease liabilities			279,599
Total operating lease liabilities	$		321,024
Finance leases:
Property and equipment, at cost	$		62,103
Accumulated amortization			(28,271	)
Property and equipment, net	$		33,832

Current portion of finance lease liabilities	$		6,109
Noncurrent finance lease liabilities			33,838
Total finance lease liabilities	$		39,947

Weighted average remaining lease term:
Operating leases		9.2 years
Finance leases		10.0 years

Weighted average discount rate:
Operating leases			5.7	%
Finance leases			8.2	%

Supplemental cash flow and other information related to leases was as follows:

16 Weeks Ended

(In thousands)

April 20, 2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases

18,782

Operating cash flows used for finance leases

975

Financing cash flows used for finance leases

1,956

Leased assets obtained in exchange for lease liabilities:

Total operating lease liabilities

4,609

Total finance lease liabilities

—

The Company’s maturities of lease liabilities under operating and finance leases as of April 20, 2019 are as follows:

	Operating		Finance
(In thousands)	Leases		Leases		Total
2019	$	41,017		6,563	$	47,580
2020		54,486		7,420		61,906
2021		49,571		5,378		54,949
2022		43,570		4,785		48,355
2023		39,179		4,401		43,580
Thereafter		189,183		31,479		220,662
Total		417,006		60,026		477,032
Less interest		95,982		20,079		116,061
Present value of lease liabilities		321,024		39,947		360,971
Less current portion		41,425		6,109		47,534
Long-term lease liabilities	$	279,599	$	33,838	$	313,437

Note 9 – Associate Retirement Plans

During the 16 week periods April 20, 2019 and April 21, 2018, the Company recognized net periodic pension expense of $0.4 million and income of $0.1 million, respectively, related to the SpartanNash Company Pension Plan (“Pension Plan” or “Plan”) and net postretirement benefit costs of $0.1 million in both periods related to the SpartanNash Retiree Medical Plan. Substantially all of these amounts are included in Other, net in the Condensed Consolidated Statements of Earnings.

On February 28, 2018, the Company’s Board of Directors granted approval to proceed with terminating the frozen Pension Plan. The Plan was terminated on July 31, 2018. The Company will offer participants the option to receive an annuity or lump sum distribution which may be rolled over into another qualified plan. The distribution of assets to plan participants is expected to be completed in the third quarter of 2019. The Company will incur a one-time, pre-tax settlement charge estimated to be $20 to $21 million to recognize the deferred losses in AOCI upon distribution of the Plan assets and related recognition of the settlement as well as other termination expenses. The Company expects the Plan termination will reduce administrative fees and premium funding costs in future periods.

The Company did not make any contributions to the Pension Plan during the 16 week period ended April 20, 2019. The Company expects to make contributions of up to $0.5 million in 2019 to the Pension Plan depending on actual termination costs and the value of Pension Plan assets upon final distribution. The Company expects to make contributions of $0.4 million in 2019 to the Retiree Medical Plan.

The Company’s retirement programs also include defined contribution plans providing contributory benefits, as well as executive compensation plans for a select group of management personnel and/or highly compensated associates.

Multi-Employer Plans

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

With respect to the Company’s participation in the Central States Plan, expense is recognized as contributions are funded. The Company’s contributions during the 16 week periods ended April 20, 2019 and April 21, 2018 were $4.8 million and $4.5 million, respectively. See Note 7 for further information regarding contingencies related to the Company’s participation in the Central States Plan.

Note 10 – Income Taxes

The effective income tax rate was 25.9% and 27.7% for the 16 weeks ended April 20, 2019 and April 21, 2018, respectively. The difference from the federal statutory rate in both periods was primarily due to state taxes, federal tax credits and stock-based compensation.

Note 11 – Stock-Based Compensation

The Company has a shareholder-approved stock incentive plan that provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and other stock-based and stock-related awards to directors, officers and other key associates.

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

	16 Weeks Ended
(In thousands)	April 20, 2019			April 21, 2018
Restricted stock	$	5,383		$	5,290
Tax benefits		(866	)		(698	)
Stock-based compensation expense, net of tax	$	4,517		$	4,592

The following table summarizes activity in the stock-based compensation plans for the 16 weeks ended April 20 , 201 9 :

									Weighted
	Shares			Weighted		Restricted			Average
	Under			Average		Stock			Grant-Date
	Options			Exercise Price		Awards			Fair Value
Outstanding at December 29, 2018		13,052		$	13.87		822,819		$	23.07
Granted		—			—		444,337			18.44
Exercised/Vested		(13,052	)		13.87		(337,673	)		23.26
Cancelled/Forfeited		—			—		(9,926	)		20.40
Outstanding at April 20, 2019		—		$	—		919,557		$	20.79

As of April 20, 2019, total unrecognized compensation costs related to non-vested restricted stock awards granted under the Company’s stock incentive plans are $6.8 million and are expected to be recognized over a weighted average period of 2.8 years.

Note 12 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share from continuing operations:

	16 Weeks Ended
(In thousands, except per share amounts)	April 20, 2019			April 21, 2018
Numerator:
Earnings from continuing operations	$	7,521		$	12,435
Adjustment for earnings attributable to participating securities		(183	)		(246	)
Earnings from continuing operations used in calculating earnings per share	$	7,338		$	12,189
Denominator:
Weighted average shares outstanding, including participating securities		36,121			36,186
Adjustment for participating securities		(878	)		(717	)
Shares used in calculating basic earnings per share		35,243			35,469
Effect of dilutive stock options		—			11
Shares used in calculating diluted earnings per share		35,243			35,480
Basic earnings per share from continuing operations	$	0.21		$	0.34
Diluted earnings per share from continuing operations	$	0.21		$	0.34

Note 13 – Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	16 Weeks Ended
(In thousands)	April 20, 2019		April 21, 2018
Non-cash financing activities:
Recognition of finance lease liabilities	$	—	$	281
Non-cash investing activities:
Capital expenditures included in accounts payable		3,466		3,581
Finance lease asset additions		—		281
Other supplemental cash flow information:
Cash paid for interest		11,718		8,571

Note 1 4 – Reporting Segment Information

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

(In thousands)	Food Distribution			Military			Retail			Total
16 Weeks Ended April 20, 2019
Net sales to external customers	$	1,169,238		$	671,370		$	701,767		$	2,542,375
Inter-segment sales		288,408			—			—			288,408
Merger/acquisition and integration		(130	)		—			912			782
Restructuring (gains) charges and asset impairment		(6,343	)		—			681			(5,662	)
Depreciation and amortization		10,233			3,597			12,802			26,632
Operating earnings (loss)		24,592			(1,557	)		(826	)		22,209
Capital expenditures		4,249			1,142			10,615			16,006

16 Weeks Ended April 21, 2018
Net sales to external customers	$	1,155,211		$	663,620		$	566,242		$	2,385,073
Inter-segment sales		253,324			—			—			253,324
Merger/acquisition and integration		2,195			4			7			2,206
Restructuring charges and asset impairment		1,260			—			4,942			6,202
Depreciation and amortization		9,540			3,678			12,019			25,237
Operating earnings (loss)		24,521			1,513			(286	)		25,748
Capital expenditures		12,445			254			8,342			21,041

	April 20,		December 29,
(In thousands)	2019		2018
Total Assets
Food Distribution	$	1,156,089	$	1,074,125
Military		428,518		405,587
Retail		771,799		489,049
Discontinued operations		3,090		3,151
Total	$	2,359,496	$	1,971,912

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

This Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the information contained under the caption “Forward-Looking Statements,” which appears at the beginning of this report, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018.

Overview

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

The Company’s Food Distribution segment provides a wide variety of nationally branded and private brand grocery products and perishable food products to approximately 2,100 independent retail locations, the Company’s corporate owned retail stores, food service distributors and other customers. The Food Distribution segment primarily conducts business in the Midwest and Southeast regions of the United States. The Company processes fresh-cut fruits and vegetables and other value-added meal solutions and supplies these products to grocery retailers and food service distributors. Through the Fresh Kitchen facility, the Company processes, cooks and packages fresh protein-based foods and complete meal solutions for a number of different customers.

The Company’s Mi litary segment contracts with manufacturers to distribute a wide variety of grocery products primarily to military commissaries and exchanges located in the United States, the District of Columbia, Europe, Cuba, Puerto Rico, Honduras, Bahrain, Djibouti and Egypt. The Company has over 40 years of experience acting as a distributor to U.S. military commissaries and exchanges. The Company is the exclusive worldwide supplier of private brand products to U.S. military commissaries and is continuing to partner wi th DeCA in the rollout of private brand products to military commissaries which began during the second quarter of fiscal 2017.

At the end of the first quarter, the Company’s Retail segment operated 159 corporate owned retail stores in the Midwest region primarily under the banners of Family Fare, Martin’s Super Markets, VG’s Food and Pharmacy, D&W Fresh Markets, Sun Mart and Family Fresh Market. The Company also offers pharmacy services in 99 of its corporate owned retail stores and operates 37 fuel centers. The retail stores have a “neighborhood market” focus to distinguish them from supercenters and limited assortment stores.

All fiscal quarters are 12 weeks, except for the Company’s first quarter, which is 16 weeks and will generally include 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.

In certain geographic areas, the Company’s sales and operating performance may vary with seasonality. Many stores are dependent on tourism and therefore, are most affected by seasons and weather patterns, including, but not limited to, the amount and timing of snowfall during the winter months and the range of temperature during the summer months.

2019 First Quarter Highlights

During the quarter ended April 20, 2019, the Company made significant progress on its strategic objectives and better positioned itself for long-term growth and profitability. In line with its strategic objective to achieve mid-single digit sales growth, the Company realized an increase in consolidated net sales of 6.6% compared with the quarter ended April 21, 2018. The increase in net sales for the quarter was driven by the acquisition of Martin’s Super Markets, Inc. (“Martin’s”), as well as sales growth in the Food Distribution and Military Distribution segments. The Company remains focused on its other top objectives for the current year, including strengthening its management team, systems and supply chain operations, generating improvements through its Project One Team initiative, and reducing its debt, working capital and financial leverage ratios, which will all contribute to improved growth in adjusted operating earnings and adjusted EBITDA.

First quarter 2019 operational highlights include:

•

The Food Distribution segment realized sales growth of 1.2% compared to the prior year quarter. Before the impact of the elimination of intercompany sales to Martin’s, sales increased 5.2%, driven largely by sales to existing customers. The Company remains focused on partnering with independent retailers to support their operations and enhance the consumer experience.

•

Late in the first quarter, the Company initiated a voluntary product recall for fresh-cut melon products produced at the Caito facility in Indianapolis, Indiana due to potential contamination. In connection with the recall, the Company temporarily suspended production of the recalled products. The Company remains focused on product quality and safety throughout the organization and specifically within its fresh cut fruit and vegetable operations. Testing was performed within the manufacturing environment by third party food safety experts as well as the Food and Drug Administration (“FDA”) and no evidence of contamination was detected, a process which included over 1,000 tests among the various parties. The Company is working to implement additional testing of incoming product to further enhance its food safety protocols.

•

The Military segment continued to support DeCA in the expansion of its private brand program, which contributed to sales growth in the quarter. The Company also gained incremental sales with an existing customer which offset the challenges of operating in a commissary environment which continues to experience negative sales trends.

•

The Company made significant improvements in the performance of one distribution center that experienced operational issues in late 2018 and into the beginning of 2019. The Company has made key leadership changes and implemented enhancements to its processes and controls. By the end of the first quarter, the distribution center’s performance was stabilized, and customer service metrics and profitability returned to acceptable levels.

•

The Company made significant progress in its execution of strategic investments in the Retail segment in connection with the implementation of the Company’s new retail brand positioning. Subsequent to the end of the first quarter, the Company unveiled the remodel of 18 stores in Michigan. The Company expects to begin realizing the benefit of these investments in the second half of 2019. These investments support the Company’s objectives related to brand repositioning and it expects that they will help improve customer satisfaction and contribute to the achievement of sequential improvement in fiscal 2019 comparable store sales.

•

The Company closed on the acquisition of Martin’s in early 2019. Martin’s is a leading Midwest independent supermarket chain which operates 21 stores in northern Indiana and southwestern Michigan. The acquisition of Martin’s has contributed to an increase in sales and operating earnings for the Retail segment and will continue to complement the Company’s existing retail initiatives .

•

The Company continued its partnership with a third-party advisory firm on a company-wide initiative, Project One Team, designed to transform its culture and empower associates at all levels to drive substantial ongoing, sustainable improvements to business processes and results. The Company set an initial goal to realize an annual run rate of at least $15 million in savings over the next 24 months from this initiative. The Company is on its way to exceeding this objective by identifying over $20 million in annual run rate savings opportunities, which the Company will implement over the next 24 months. The effect of implementing these opportunities is not currently expected to be material to earnings in 2019.

•

During the first quarter, the Company appointed a new Chief Merchandising and Marketing Officer, Chief Information Officer and several other key additions throughout the IT and supply chain operations. Other strategic additions to the management team at various levels are in process as part of a previously announced plan to strengthen the management team, systems and supply chain operations.

•

Adjusted for the funding of the Martin’s acquisition, the Company paid down over $20 million in debt in the first quarter of fiscal 2019. The Company also reduced its inventory levels by over 2% from the first quarter of fiscal 2018, without negatively impacting customer service levels, despite continued sales growth. The Company will continue to focus on debt and working capital improvements for the remainder of fiscal 2019.

For the remainder of 2019, the Company expects Food Distribution to achieve low- to mid-single digit sales growth driven by existing customers and new business, partially offset by some attrition in the independent retail base. This expectation excludes the impact of the elimination of intercompany sales related to the acquisition of the Martin’s business, estimated to be approximately $150 to $170 million. In the Military segment, the Company expects that new business within the segment, including continued private brand growth, will largely offset the negative DeCA comparable sales trend. Within the Retail segment, the Company expects total sales will increase due to the acquisition of Martin’s and the significant current year implementation of the Company’s brand positioning, partly offset by the impact of store rationalization plans. Martin’s is expected to contribute approximately $475 million to $500 million in Retail segment net sales. From a profitability perspective, the expected net sales increases will be offset by challenges primarily within the supply chain environment, which will require the Company to navigate historically tight labor markets and a higher cost of transportation. The Company also expects less contribution from the fresh kitchen operations than initially anticipated and has engaged outside consultants to work with the SpartanNash team to generate profitability in this business. The unfavorable impact of these operations in the Food Distribution segment and in the Company’s consolidated results has been significant and, as such, the improvement opportunities are key to the Company’s objectives in the current year.

Results of Operations

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

	Percentage of Net Sales					Percentage Change
	16 Weeks Ended					16 Weeks Ended
	April 20, 2019			April 21, 2018		April 20, 2019
Net sales		100.0			100.0		6.6
Gross profit		14.9			14.4		10.1
Selling, general and administrative expenses		14.2			13.0		16.6
Merger/acquisition and integration		—			0.1		(64.6	)
Restructuring (gains) charges and asset impairment		(0.2	)		0.3		(191.3	)
Operating earnings		0.9			1.1		(13.7	)
Other income and expenses		0.5			0.4		41.0
Earnings before income taxes and discontinued operations		0.4			0.7		(41.0	)
Income tax expense		0.1			0.2		(44.9	)
Earnings from continuing operations		0.3			0.5		(39.5	)
Loss from discontinued operations, net of taxes		—			—	**
Net earnings		0.3			0.5		(39.5	)

Note: Certain totals do not sum due to rounding.

** Not meaningful

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

	16 Weeks Ended
(In thousands)	April 20, 2019		April 21, 2018		Variance
Food Distribution	$	1,169,238	$	1,155,211	$	14,027
Military		671,370		663,620		7,750
Retail		701,767		566,242		135,525
Total net sales	$	2,542,375	$	2,385,073	$	157,302

Net sales for the quarter ended April 20, 2019 (“first quarter”) increased $157.3 million, or 6.6%, to $2.54 billion from $2.39 billion in the quarter ended April 21, 2018 (“prior year quarter”). The increases were driven primarily by incremental sales from the Martin’s acquisition and organic growth from existing customers in the Food Distribution and Military segments, which more than offset lower organic sales in the Retail segment.

Food Distribution net sales, after intercompany eliminations, increased $14.0 million, or 1.2%, to $1.17 billion in the first quarter from $1.16 billion in the prior year quarter. Before the impact of the elimination of sales to Martin’s, which became a corporate owned retail store following the acquisition of Martin’s at the beginning of 2019, sales grew 5.2%.

Military net sales increased $7.8 million, or 1.2%, to $671.4 million in the first quarter from $663.6 million in the prior year quarter. The increase was primarily due to incremental volume from new business with an existing customer that commenced late in the fourth quarter of 2018 and growth in DeCA’s private brand program, partially offset by lower comparable sales at DeCA operated locations.

Retail net sales increased $135.5 million, or 23.9%, to $701.8 million in the first quarter from $566.2 million in the prior year quarter. The increase in net sales was primarily attributable to incremental sales from the Martin’s acquisition. Excluding the impact of Martin’s, sales decreased 3.0%, as a result of store closures and a decrease in fuel prices per gallon. Comparable store sales, excluding fuel, decreased 0.3% for the quarter and reflect continued strong competition within the industry. 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. 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 for all non-production operations includes purchase costs, in-bound freight, physical inventory adjustments, markdowns and promotional allowances and excludes warehousing costs, depreciation and other administrative expenses. For the Company’s food processing operations, cost of sales includes direct product and production costs, inbound freight, purchasing and receiving costs, utilities, depreciation, and other indirect production costs and excludes out-bound freight and other administrative expenses. The Company’s gross profit definition may not be identical to similarly titled measures reported by other companies. Vendor allowances that relate to the buying and merchandising activities consist primarily of promotional allowances, which are generally allowances on purchased quantities and, to a lesser extent, slotting allowances, which are billed to vendors for the Company’s merchandising costs, such as setting up warehouse infrastructure. Vendor allowances are recognized as a reduction in cost of sales when the product is sold. Lump sum payments received for multi-year contracts are amortized over the life of the contracts based on contractual terms. The distribution segments include shipping and handling costs in the Selling, general and administrative section of operating expenses in the consolidated statements of earnings.

Gross profit increased $34.5 million, or 10.1%, to $377.7 million in the first quarter from $343.2 million in the prior year quarter. As a percent of net sales, gross profit was 14.9% compared to 14.4% in the prior year quarter. As a percent of net sales, the first quarter change in gross margin was primarily due to the acquisition of Martin’s, partially offset by lower margin rates in the Food Distribution and Retail segments..

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

SG&A expenses increased to $360.4 million in the first quarter from $309.1 million in the prior year quarter, representing 14.2% of net sales in the first quarter compared to 13.0% in the prior year quarter. The increase in expenses as a rate of sales compared to the prior year quarter was primarily due to an increase in the mix of Retail segment operations with the acquisition of Martin’s, one-time costs associated with Project One Team, as well as higher supply chain costs in both Military and Food Distribution segments.

Merger/Acquisition and Integration – First quarter and prior year quarter results included $0.8 million and $2.2 million of merger/acquisition and integration expenses, respectively, mainly associated with the acquisition and integration of Martin’s in the current year quarter and the integration of Spartan Stores, Inc. and Nash-Finch Company in the prior year quarter.

Restructuring (Gains) Charges and Asset Impairment – First quarter results included gains of $5.7 million and prior year quarter results included charges of $ 6 .2 million of net restructuring and asset impairment . The current year amount consists primarily of gains on the sale of a previously closed distribution center, partially offset by store and distribution center closing charges and t h e prior year amount include s charges associated with the Company’s retail store rationalization plans as well as the impairment of certain warehouse equipment .

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

	16 Weeks Ended
(In thousands)	April 20, 2019			April 21, 2018			Variance
Food Distribution	$	24,592		$	24,521		$	71
Military		(1,557	)		1,513			(3,070	)
Retail		(826	)		(286	)		(540	)
Total operating earnings	$	22,209		$	25,748		$	(3,539	)

Operating earnings decreased $3.5 million to $22.2 million in the first quarter from $25.7 million in the prior year quarter. The decrease was primarily attributable to lower Food Distribution and Retail margin rates, higher supply chain costs and one-time expenses associated with the Project One Team initiative, partially offset by favorable restructuring gains and the incremental earnings from the Martin’s business.

Food Distribution operating earnings increased $0.1 million, or 0.3%, to $24.6 million in the first quarter from $24.5 million in the prior year quarter. The increase in reported operating earnings was primarily attributable to higher sales volumes and the gain on the sale of real property for a previously closed site, offset by lower margin rates and higher supply chain costs, one-time costs associated with Project One Team as well as severance and organizational realignment costs.

Military operating earnings decreased $3.1 million, or 202.9%, to a $1.6 million operating loss in the first quarter from $1.5 million in operating earnings in the prior year quarter. The decrease for the quarter was primarily attributable to operational issues at one distribution center and increases in other transportation and warehousing costs as well as one-time costs associated with Project One Team and organizational realignment costs. The decrease was partially offset by improvement in gross margin.

Retail operating loss increased $0.5 million to $0.8 million in the first quarter from $0.3 million in the prior year quarter. The decrease in operating earnings was primarily attributable to lower supermarket margin rates, the allocation of one-time costs associated with Project One Team, higher healthcare costs, merger/acquisition and integration expenses related to the Martin’s acquisition and higher fees paid to pharmacy benefit managers. Offsetting these items were the contribution of the acquired Martin’s stores, lower rent expense due to the adoption of the new lease accounting standard and the favorable impact of closing underperforming stores.

Interest Expense – Interest expense increased $3.1 million, or 35.3%, to $11.9 million in the first quarter from $8.8 million in the prior year quarter. The increase in interest expense was primarily due to an increase in interest rates compared to the prior year and incremental borrowings to fund the Martin’s acquisition.

Income Taxes – The effective income tax rate was 25.9% and 27.7% for the first quarter and prior year quarter, respectively. The difference from the federal statutory rate in both years is primarily due to state taxes and stock-based compensation. The tax impacts of stock-based compensation are primarily realized in the first quarter due to the timing of awards and vesting schedules.

Non-GAAP Financial Measures

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

Current year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA ex clude costs associated with the organizational realignment, which include significant changes to the Company’s management team. Also excluded are the fees paid to a third-party advisory firm associated with Project One Team, the Company’s initiative to dri ve growth while increasing efficiency and reducing costs . These items are considered “non-operational” or “non-core” in nature. Prior year adjusted operating earnings, adjusted earnings from continuing operations, and adjusted EBITDA exclude start-up costs associated with the Fresh Kitchen operation, which concluded during the first quarter of 2018 . The Fresh Kitchen represented a new line of business for the Company, and provides the Company with the ability to process, cook, and package fresh protein-based foods and complete meal solutions.

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 adjusted operating earnings format.

Adjusted operating earnings is not a measure of performance under accounting principles generally accepted in the United States of America (“GAAP”) 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.

Following is a reconcilia tion of operating earnings to adjusted operating earnings for the 1 6 weeks ended April 20 , 201 9 and April 21 , 201 8 .

	16 Weeks Ended
(In thousands)	April 20, 2019			April 21, 2018
Operating earnings	$	22,209		$	25,748
Adjustments:
Merger/acquisition and integration		782			2,206
Restructuring (gains) charges and asset impairment		(5,662	)		6,202
Fresh Kitchen start-up costs		—			1,366
Costs associated with Project One Team		4,618			—
Organizational realignment costs		858			—
Severance associated with cost reduction initiatives		362			274
Adjusted operating earnings	$	23,167		$	35,796
Reconciliation of operating earnings (loss) to adjusted operating earnings (loss) by segment:
Food Distribution:
Operating earnings	$	24,592		$	24,521
Adjustments:
Merger/acquisition and integration		(130	)		2,195
Restructuring (gains) charges and asset impairment		(6,343	)		1,260
Fresh Kitchen start-up costs		—			1,366
Costs associated with Project One Team		2,448			—
Organizational realignment costs		455			—
Severance associated with cost reduction initiatives		324			193
Adjusted operating earnings	$	21,346		$	29,535
Military:
Operating (loss) earnings	$	(1,557	)	$	1,513
Adjustments:
Merger/acquisition and integration		—			4
Costs associated with Project One Team		600			—
Organizational realignment costs		111			—
Severance associated with cost reduction initiatives		9			52
Adjusted operating (loss) earnings	$	(837	)	$	1,569
Retail:
Operating loss	$	(826	)	$	(286	)
Adjustments:
Merger/acquisition and integration		912			7
Restructuring charges and asset impairment		681			4,942
Costs associated with Project One Team		1,570			—
Organizational realignment costs		292			—
Severance associated with cost reduction initiatives		29			29
Adjusted operating earnings	$	2,658		$	4,692

Adjusted Earnings from Continuing Operations

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 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 performa nce 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 measur es reported by other companies.

Following is a reconciliation of earnings from continuing operations to adjusted earnings from continuing operations for the 16 weeks ended April 20, 2019 and April 21, 2018.

	16 Weeks Ended
	April 20, 2019					April 21, 2018
				per diluted					per diluted
(In thousands, except per share amounts)	Earnings			share		Earnings			share
Earnings from continuing operations	$	7,521		$	0.21	$	12,435		$	0.34
Adjustments:
Merger/acquisition and integration		782					2,206
Restructuring (gains) charges and asset impairment		(5,662	)				6,202
Fresh Kitchen start-up costs		—					1,366
Costs associated with Project One Team		4,618					—
Organizational realignment costs		858					—
Severance associated with cost reduction initiatives		362					274
Pension termination		353					—
Total adjustments		1,311					10,048
Income tax effect on adjustments (a)		(304	)				(2,437	)
Total adjustments, net of taxes		1,007			0.03		7,611			0.21
Adjusted earnings from continuing operations	$	8,528		$	0.24	$	20,046		$	0.55

(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.

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 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 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.

Following is a reconciliation of net earnings to adjusted EBITDA for the 16 weeks ended April 20, 2019 and April 21, 2018.

	16 Weeks Ended
(In thousands)	April 20, 2019			April 21, 2018
Net earnings	$	7,469		$	12,343
Loss from discontinued operations, net of tax		52			92
Income tax expense		2,624			4,760
Other expenses, net		12,064			8,553
Operating earnings		22,209			25,748
Adjustments:
LIFO expense		1,425			1,540
Depreciation and amortization		26,632			25,018
Merger/acquisition and integration		782			2,206
Restructuring (gains) charges and asset impairment		(5,662	)		6,202
Fresh Kitchen start-up costs		—			1,366
Stock-based compensation		5,383			5,290
Non-cash rent		(1,918	)		(77	)
Costs associated with Project One Team		4,618			—
Organizational realignment costs		858			—
Other non-cash charges (gains)		342			(122	)
Adjusted EBITDA	$	54,669		$	67,171

Following is a reconciliation of operating earnings (loss) to adjusted EBITDA by segment for the 16 weeks ended April 20, 2019 and April 21, 2018.

	16 Weeks Ended
(In thousands)	April 20, 2019			April 21, 2018
Food Distribution:
Operating earnings	$	24,592		$	24,521
Adjustments:
LIFO expense		703			766
Depreciation and amortization		10,233			9,321
Merger/acquisition and integration		(130	)		2,195
Restructuring (gains) charges and asset impairment		(6,343	)		1,260
Fresh Kitchen start-up costs		—			1,366
Stock-based compensation		2,676			2,526
Non-cash rent		57			(22	)
Costs associated with Project One Team		2,448			—
Organizational realignment costs		455			—
Other non-cash charges		319			237
Adjusted EBITDA	$	35,010		$	42,170
Military:
Operating (loss) earnings	$	(1,557	)	$	1,513
Adjustments:
LIFO expense		378			424
Depreciation and amortization		3,597			3,678
Merger/acquisition and integration		—			4
Stock-based compensation		854			805
Non-cash rent		(122	)		(1	)
Costs associated with Project One Team		600			—
Organizational realignment costs		111			—
Other non-cash gains		(20	)		(70	)
Adjusted EBITDA	$	3,841		$	6,353
Retail:
Operating loss	$	(826	)	$	(286	)
Adjustments:
LIFO expense		344			350
Depreciation and amortization		12,802			12,019
Merger/acquisition and integration		912			7
Restructuring charges and asset impairment		681			4,942
Stock-based compensation		1,853			1,959
Non-cash rent		(1,853	)		(54	)
Costs associated with Project One Team		1,570			—
Organizational realignment costs		292			—
Other non-cash charges (gains)		43			(289	)
Adjusted EBITDA	$	15,818		$	18,648

Liquidity and Capital Resources

Cash Flow Information

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

	16 Weeks Ended
(In thousands)	April 20, 2019			April 21, 2018
Cash flow activities
Net cash provided by operating activities	$	13,519		$	60,381
Net cash used in investing activities		(87,225	)		(20,933	)
Net cash provided by (used in) financing activities		76,567			(37,863	)
Net cash used in discontinued operations		(86	)		(85	)
Net increase in cash and cash equivalents		2,775			1,500
Cash and cash equivalents at beginning of the period		18,585			15,667
Cash and cash equivalents at end of the period	$	21,360		$	17,167

Net cash provided by operating activities. Net cash provided by operating activities decreased during the current year-to-date period from the prior year-to-date period by approximately $46.9 million and was primarily due to the timing of working capital requirements, particularly due to increases in accounts receivable and inventory balances driven by increases in sales volumes, which were partially offset by improvements in accounts payable compared to the prior year.

Net cash used in investing activities. Net cash used in investing activities increased $66.3 million in the current year compared to the prior year primarily due to the Martin’s acquisition made in the current year quarter, partially offset by proceeds from the sale of real property for a previously closed site and fewer capital expenditures than in the prior year.

The Food Distribution, Military and Retail segments utilized 26.5%, 7.1% and 66.4% of capital expenditures, respectively, in the current year.

Net cash provided by (used in) financing activities. Net cash provided by financing activities increased $114.4 million in the current year compared to the prior year use of cash primarily due to borrowings on the revolving credit facility to fund the Martin’s acquisition and working capital.

Net cash used in discontinued operations. Net cash used in discontinued operations contains the net cash flows of the Company’s Retail and Food Distribution discontinued operations and is primarily composed of facility maintenance expenditures.

Debt Management

Total debt, including finance lease liabilities, was $771.1 million and $698.1 million as of April 20, 2019 and December 29, 2018, respectively. The increase in total debt was driven by the current year acquisition of Martin’s, partially offset by payments.

Liquidity

The Company’s principal sources of liquidity are cash flows generated from operations and its senior secured credit facility which has maximum available credit of $1.1 billion. As of April 20, 2019, the senior secured credit facility had outstanding borrowings of $727.7 million. Additional available borrowings under the Company’s $1.1 billion credit facility are based on stipulated advance rates on eligible assets, as defined in the Credit Agreement. The Credit Agreement requires that the Company maintain excess availability of 10% of the borrowing base, as such term is defined in the Credit Agreement. The Company had excess availability after the 10% covenant of $204.7 million at April 20, 2019. Payment of dividends and repurchases of outstanding shares are permitted, provided that certain levels of excess availability are maintained. The credit facility provides for the issuance of letters of credit, of which $13.1 million were outstanding as of April 20, 2019. The revolving credit facility matures December 18, 2023 and is secured by substantially all of the Company’s assets.

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

The Company’s current ratio (current assets to current liabilities) was 1.90-to-1 at April 20, 2019 compared to 2.10-to-1 at December 29, 2018, and its investment in working capital was $497.7 million at April 20, 2019 compared to $524.6 million at December 29, 2018. Net debt to total capital ratio was 0.52-to-1 at April 20, 2019 compared to 0.49-to-1 at December 29, 2018. The current year ratios include the impact of the adoption of the new lease standard (ASU 2016-02) and therefore lack comparability to the prior year ratios.

Total net debt is a non-GAAP financial measure that is defined as long-term debt and finance lease liabilities , plus current maturities of long-term debt and finance lease liabilities , less cash and cash equivalents. The ratio of net debt to capital is a non-GAAP financial measure that is calculated by dividing net debt, as defined previously, by total capital (net debt plus total shareholders’ equity). The Company believes both manage ment 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.

Following is a reconciliation of long-term debt and finance lease liabilities to total net long-term debt and finance lease liabilities as of April 20, 2019 and December 29, 2018.

	April 20,			December 29,
(In thousands)	2019			2018
Current portion of long-term debt and finance lease liabilities	$	18,006		$	18,263
Long-term debt and finance lease liabilities		753,118			679,797
Total debt		771,124			698,060
Cash and cash equivalents		(21,360	)		(18,585	)
Total net long-term debt	$	749,764		$	679,475

For information on contractual obligations, see the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018. At April 20, 2019, there have been no material changes to the Company’s significant contractual obligations outside the ordinary course of business.

Cash Dividends

During the quarter ended April 20, 2019, the Company returned $6.9 million to shareholders from dividend payments. A 5.6% increase in the quarterly dividend rate from $0.18 per share to $0.19 per share was approved by the Board of Directors and announced on February 28, 2019. Although the Company expects to continue to pay a quarterly cash dividend, adoption of a dividend policy does not commit the Board of Directors to declare future dividends. Each future dividend will be considered and declared by the Board of Directors at its discretion. Whether the Board of Directors continues to declare dividends depends on a number of factors, including the Company’s future financial condition, anticipated profitability and cash flows and compliance with the terms of its credit facilities.

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

Off-Balance Sheet Arrangements

The Company has also made certain commercial commitments that extend beyond April 20, 2019. These commitments consist primarily of purchase commitments (as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 29, 2018), standby letters of credit of $13.1 million as of April 20, 2019, and interest on long-term debt and finance lease liabilities.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to bad debts, inventories, intangible assets, assets held for sale, long-lived assets, income taxes, self-insurance reserves, restructuring costs, retirement benefits, stock-based compensation, contingencies and litigation. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Based on the Company’s ongoing review, the Company makes adjustments it considers appropriate under the facts and circumstances. This discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements. The Company believes these accounting policies and others set forth in Item 8, Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 should be reviewed as they are integral to the understanding the Company’s financial condition and results of operations. The Company has discussed the development, selection and disclosure of these accounting policies with the Audit Committee of the Board of Directors. The accompanying financial statements are prepared using the same critical accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018.

Recently Issued Accounting Standards

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

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in market risk of SpartanNash from the information provided in Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk,” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018.

ITEM 4. Controls and Procedures

An evaluation of the effectiveness of the design and operation of SpartanNash Company’s disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of April 20, 2019 (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 Chief Accounting Officer (“CAO”). As of the Evaluation Date, SpartanNash Company’s management, including the CEO, CFO and CAO, concluded that SpartanNash’s disclosure controls and procedures were effective as of the Evaluation Date to ensure that material information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including its principal executive and principal financial officers as appropriate to allow for timely decisions regarding required disclosure. During the first 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.

PART II

OTHER INFORMATION

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

The following table provides information regarding SpartanNash’s purchases of its own common stock during the 16 week period ended April 20, 2019 . These may include: (1) shares of SpartanNash common stock delivered in satisfaction of the exercise price and/or tax withholding obligations by holders of employee stock options who exercised options, and (2) shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares. The value of the shares delivered or withheld is determined by the applicable stock compensation plan. For the first quarter of 2019, all shares purchased by SpartanNash related to shares submitted for cancellation to satisfy tax withholding obligations that occur upon the vesting of the restricted shares.

During the fourth quarter of 2017, the Board authorized a publicly announced $50 million share repurchase program, expiring in 2022. No repurchases were made under this program during the first quarter of 2019. At April 20, 2019 $45.0 million remains available under the program.

			Average
	Total Number		Price Paid
Fiscal Period	of Shares Purchased		per Share
December 30, 2018 - January 26, 2019
Employee Transactions		—	$	—
Repurchase Program		—	$	—
January 27 - February 23, 2019
Employee Transactions		—	$	—
Repurchase Program		—	$	—
February 24 - March 23, 2019
Employee Transactions		77,192	$	18.44
Repurchase Program		—	$	—
March 24 - April 20, 2019
Employee Transactions		19,624	$	16.38
Repurchase Program		—	$	—
Total for quarter ended April 20, 2019
Employee Transactions		96,816	$	18.02
Repurchase Program		—	$	—

ITEM 6. Exhibits

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

Exhibit Number		Document

3.1		Restated Articles of Incorporation of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 15, 2017. Incorporated herein by reference.

3.2		Bylaws of SpartanNash Company, as amended. Previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 1, 2017. Here incorporated by reference.

10.1		Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated March 22, 2019, 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.

10.2		Form of Restricted Stock Award to Non-Employee Directors.

10.3		Form of Restricted Stock Award to Executive Officers.

10.4		Summary of 2019 Long-Term Incentive Plan.

10.5		Summary of 2019 Annual Cash Incentive Plan.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3		Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

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

SPARTANNASH COMPANY

(Registrant)

Date: May 22, 2019

/s/ Mark E. Shamber

Mark E. Shamber

Executive Vice President and Chief Financial Officer

EXHIBIT 10.1

[Execution]

AMENDMENT NO. 5 TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated March 22, 2019 (this “Amendment No. 5”), by and among SpartanNash Company, a Michigan corporation, formerly known as Spartan Stores, Inc. (“Parent”), Spartan Stores Distribution, LLC, a Michigan limited liability company (“Stores Distribution”), Market Development, LLC, a Michigan limited liability company (“MDC”), SpartanNash Associates, LLC, a Michigan limited liability company, formerly known as Spartan Stores Associates, LLC (“Associates”), Family Fare, LLC, a Michigan limited liability company (“Family Fare”), MSFC, LLC, a Michigan limited liability company (“MSFC”), Seaway Food Town, Inc., a Michigan corporation (“Seaway”), The Pharm of Michigan, Inc., a Michigan corporation (“Pharm”), Valley Farm Distributing Co., an Ohio corporation (“Valley Farm”), Gruber’s Real Estate, LLC, a Michigan limited liability company (“Gruber RE”), Prevo’s Family Markets, Inc., a Michigan corporation (“Prevo”), Custer Pharmacy, Inc., a Michigan corporation (“Custer”), Spartan Properties Management, Inc. (formerly known as Buckeye Real Estate Management Co.), an Ohio corporation (“SPM”), Spartan Stores Fuel, LLC, a Michigan limited liability company (“Spartan Fuel”), Nash-Finch Company, a Delaware corporation, as surviving corporation of the merger with SS Delaware, Inc. (“Nash-Finch”), Pique Brands, Inc., a Delaware corporation, formerly known as Nash Brothers Trading Company (“Pique”), T.J. Morris Company, a Georgia corporation (“T.J. Morris”), Super Food Services, Inc., a Delaware corporation (“Super Food”), U Save Foods, Inc., a Nebraska corporation (“U Save”), Hinky Dinky Supermarkets, Inc., a Nebraska corporation (“Hinky Dinky”), GTL Truck Lines, Inc., a Nebraska corporation (“GTL”), Erickson’s Diversified Corporation, a Wisconsin corporation (“Erickson’s”), MDV SpartanNash, LLC, a Delaware limited liability company (“MDV”), Caito Foods, LLC, a Michigan limited liability company (“Caito”), BRT SpartanNash, LLC, a Michigan limited liability company (“BRT”), SpartanNash Procurement, LLC, a Michigan limited liability company (“SNP”, and together with Parent, Stores Distribution, MDC, Associates, Family Fare, MSFC, Seaway, Pharm, Valley Farm, Gruber RE, Prevo, Custer, SPM, Spartan Fuel, Nash-Finch, Pique, T.J. Morris, Super Food, U Save, Hinky Dinky, GTL, Erickson’s, MDV, Caito and BRT, each individually a “Borrower” and collectively, “Borrowers”), any Person that at any time becomes a party to the Loan Agreement as a guarantor (each individually a “Guarantor” and collectively, “Guarantors”), the parties to the Loan Agreement (as hereinafter defined) from time to time as lenders (each individually, a “Lender” and collectively, “Lenders”) and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, in its capacity as agent for Lenders (in such capacity, “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, Borrowers and Guarantors have entered into financing arrangements with 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, 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 and Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of December 18, 2018 (as the same now exists and is amended and supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other Financing Agreements; and

WHEREAS, Borrowers and Guarantors have requested that Administrative Agent and Lenders agree to certain amendments to the Loan Agreement and certain other Financing Agreements, and Administrative Agent and Lenders are willing to agree to such amendments, subject to the terms and conditions herein; and

WHEREAS, by this Amendment No. 5, Borrowers, Guarantors, Administrative Agent and Lenders desire and intend to evidence such amendments;

NOW THEREFORE, in consideration of the foregoing, the mutual agreements and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions .

(a) Additional Definitions . The Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, each of the following definitions:

(i) “Amendment No. 5” shall mean Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated March 22, 2019, by and among Borrowers, Guarantors, Administrative Agent and Lenders, as amended, modified, supplemented, extended, renewed, restated or replaced.

(b) Interpretation . For purposes of this Amendment No. 5, unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings assigned to such terms in the Loan Agreement.

2. Indebtedness . Section 9.9(o) of the Loan Agreement is hereby amended by deleting the lead-in sentence thereof and replacing it with the following”

“(o) Indebtedness of any Borrower or Guarantor arising after the Effective Date to any third person (but not to any other Borrower or Guarantor) not subject to the other terms hereof, provided , that , each of the following conditions is satisfied:”

3. Permitted Liens . Schedule 8.4 to the Information Certificate is hereby replaced and superseded with the updated Schedule 8.4 attached as Exhibit A to this Amendment No. 5, and such Schedule 8.4 attached as Exhibit A hereto shall be deemed to be attached to the Information Certificate.

4. Representations and Warranties . Each Borrower and Guarantor hereby represents and warrants to Administrative Agent and Lenders the following (which shall survive the execution and delivery of this Amendment No. 5 ), the truth and accuracy of which are a continuing condition of the making of Loans and providing Letter of Credit Accommodations to Borrowers:

(a) This Amendment No. 5 and each other agreement or instrument to be executed and delivered by the Borrowers and Guarantors pursuant hereto have been duly authorized, executed and delivered by all necessary action on the part of each of the Borrowers and Guarantors which is a party hereto and thereto and, if necessary, their respective stockholders, members and managers and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of each of the Borrowers and Guarantors, as the case may be, contained herein and therein, constitute the legal, valid and binding obligations of each of the Borrowers and Guarantors, respectively, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(b) The execution, delivery and performance of this Amendment No. 5 (a) are all within each Borrower’s and Guarantor’s corporate or limited liability company powers and (b) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation, by laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound.

(c) All of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such date.

(d) Each Borrower and each Guarantor, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Borrower or Guarantor grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Financing Agreements to which it is a party (after giving effect hereto) and (ii) to the extent such Borrower or Guarantor granted liens on or security interests in any of its property pursuant to any such Financing Agreement as security for or otherwise guaranteed the Obligations under or with respect to the Financing Agreements, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and

agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.

(e) No Default or Event of Default exists or has occurred and is continuing as of the date of this Amendment No. 5, or would result after giving effect thereto.

5. Condition Precedent . The amendments contained herein shall only be effective upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Administrative Agent:

(a) receipt by Administrative Agent of counterparts of this Amendment No. 5, duly authorized, executed and delivered by the parties hereto (including all Lenders required for the amendments provided for herein);

(b) receipt by Administrative Agent of a true and correct copy of any consent, waiver or approval (if any) to or of this Amendment No. 5, which any Borrower is required to obtain from any other Person; and

(c) no Default or Event of Default shall exist or have occurred and be continuing as of the date of this Amendment No. 5, or would result after giving effect thereto.

6. Effect of this Amendment . Except as expressly amended pursuant hereto, no other changes or modifications to the Financing Agreements are intended or implied, and, in all other respects, the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent that any provision of the Loan Agreement or any of the other Financing Agreements are inconsistent with the provisions of this Amendment No. 5, the provisions of this Amendment No. 5 shall control. By executing this Amendment No. 5, each Borrower and each Guarantor is deemed to execute the Loan Agreement and to be bound by the terms and conditions thereof.

7. Further Assurances . Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this Amendment No. 5.

8. Governing Law . The validity, interpretation and enforcement of this Amendment No. 5 and the other Financing Agreements (except as otherwise provided therein) 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.

9. Binding Effect . This Amendment No. 5 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

10. Headings . The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 5.

11. Counterparts . This Amendment No. 5 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 5 by telefacsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 5 . Any party delivering an executed counterpart of this Amendment No. 5 by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed and delivered by their authorized officers as of the day and year first above written.

ADMINISTRATIVE AGENT

WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent

By: /s/ Peter Foley

Title: Director

BORROWERS

SPARTANNASH COMPANY, formerly known as Spartan Stores, Inc.

By: /s/ Mark E. Shamber

Title: EVP Chief Financial Officer

[Signature Page to Amendment No. 5 (Spartan)]

SPARTAN STORES DISTRIBUTION, LLC
MARKET DEVELOPMENT, LLC
SPARTANNASH ASSOCIATES, LLC
FAMILY FARE, LLC
MSFC, LLC
SEAWAY FOOD TOWN, INC.
THE PHARM OF MICHIGAN, INC.
VALLEY FARM DISTRIBUTING CO.
GRUBER’S REAL ESTATE, LLC
PREVO’S FAMILY MARKETS, INC.
CUSTER PHARMACY, INC.
SPARTAN PROPERTIES MANAGEMENT, INC.
SPARTAN STORES FUEL, LLC

CAITO FOODS, LLC

BRT SPARTANNASH, LLC

SPARTANNASH PROCUREMENT, LLC

By: /s/ Mark E. Shamber

Title: EVP Chief Financial Officer

NASH-FINCH COMPANY

PIQUE BRANDS, INC.

T.J. MORRIS COMPANY

SUPER FOOD SERVICES, INC.

U SAVE FOODS, INC.

HINKY DINKY SUPERMARKETS, INC.

GTL TRUCK LINES, INC.

ERICKSON’S DIVERSIFIED CORPORATION

MDV SPARTANNASH, LLC

By: /s/ Mark E. Shamber

Title: EVP Chief Financial Officer

[Signature Page to Amendment No. 5 (Spartan)]

LENDERS

WELLS FARGO CAPITAL FINANCE, LLC, as a Lender

By:__________________________________

Title:________________________________

[Signature Page to Amendment No. 5 (Spartan)]

BANK OF AMERICA, N.A.,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 5 (Spartan)]

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 5 (Spartan)]

BMO HARRIS BANK N.A.,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 5 (Spartan)]

FIFTH THIRD BANK,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 5 (Spartan)]

JPMORGAN CHASE BANK, N.A.,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 5 (Spartan)]

CITIZENS BANK, N.A. ,
as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 5 (Spartan)]

MUFG UNION BANK, N.A. , as a Lender

By:

Name:

Title:

[Signature Page to Amendment No. 5 (Spartan)]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender

By:

Name:

Title:

EXHIBIT 10.2

R e st r i c t e d S to c k A w a r d - F iscal Y e ar E nd i n g D ec e m be r 28, 2019

I a m ple a s e d to info r m y ou that S p a rt a n N a s h Compa n y , a Michig a n c orpo ra t i on, ( “ S p a rt a n N a sh” or the “ Compa n y ” ) h a s g r a nt e d to y ou the numb e r o f r e strict e d sh a r e s of S p a rt a nN a sh Com m on S t o c k d e s c rib e d a bo v e und e r the Compa n y ’s S tock In c e nt i ve P lan of 20 1 5 (the “ P la n ” ). B y a c ce pt i ng th i s gr a nt, y ou a g r e e that the r e strict e d stock i s subj ec t to the te r ms a nd c ondi t ions of th i s le tt e r a nd the P lan ( w hich a r e inco r por a ted in t o th i s l e t t e r b y r e fer e n ce ). If the r e is a n y c o n fli c t b e t w ee n the te r ms of the P lan a nd th i s lette r , the te r ms o f the P lan will c ontrol.

1. R e st r i c t e d S to c k G r a n t . S p a rt a nN a sh g r a nts to y ou sh a r e s of the Compa n y ’ s Com m on S tock, no p a r v a lue, a ll o f whi c h a r e su b je c t to r e strictions i m pos e d und e r th i s letter a nd the P lan (the “ R e st r i c t e d S to c k ” ). This g r a nt of R e strict e d S tock sh a ll not c onf e r a n y r i g ht to y ou to be g r a nted R e stric t e d S tock or other a w a rds in the f uture und e r the P lan.

2. R e st r i c tion s . The R e s tri c ted S tock is subj ec t to the followi n g t r a n s f e r a nd fo r f e i t u r e c ondi t ions ( “ R e st r ic t io ns ” ), whi c h will laps e , if a t a l l , a s d e s c r i b e d in the “ L a pse o f R e strictions” s ec t i on b e low. The p e riod during whi c h R e stric t e d S tock is subj ec t to the R e strictions i m pos e d b y the P lan a nd und e r th i s le t ter is r e f e r r e d to in th i s l e t t e r a s the “ R e st r i c t e d P e r io d .”

(a) Until the Restrictions lapse as set f o rth in pa ra g r a p hs ( a), ( b ), ( c) or (d) un d er L ap s e o f Restrictions b elow, the Restr i cted S tock gen e r a l l y is not t r ansf er able b y y ou e x cept b y will or a c cordi n g to t h e l aws of des c ent and dis t ribution. All r i g hts with respect to the Restricted S tock are e x er c isable during y our l i f e t i me on l y b y y o u, y our g u ardian, or y o ur le g al r e p r e sen t at i ve.

(b) A n y sh a r e s of Restricted S tock for which the Restrictions have not lapsed will auto m at i cal l y b e fo r f e i t ed without conside r at i on upon the term i nat i on of y our s e rvice as a director of S p a rtanNash f or a n y reason, e x cept as otherwise provided in th i s letter.

(c) I f y ou enter in t o Competi t ion ( a s defined in the P lan) with S partanNas h , all shar e s of Restricted S tock st i ll subject to Restr i ct i ons will auto m at i cal l y be forf e i t ed without consider a t i on. The Com m i t tee ( a s d efined in the P lan) or o ffic e rs d esi g n a ted b y the Com m i t tee have absolute discret i o n to determ i ne wheth e r y ou ha v e ent e r e d i n to Competi t ion with S partanNash.

3. La p se of R e st r ic t io n s.

(a) E x cept as otherwise pro v ided in th i s letter, and so long as y ou cont i nue as a director of S partan N as h , the Restrictions i m posed on the Restricted S t ock s hall lapse on Mar c h 1,

2020.

( b) Notwithstanding a n y th i n g to t h e c ont r a r y in th i s lette r , upon t e rm i n a t i on of y o ur s e rvi c e a s a dir e c tor of S p a rt a n N a sh due to y o ur d ea th or disabili t y , the R e strictions a ppl i ca ble to a n y sh a r e s of R e strict e d S tock will lapse a ut o matic a l l y a nd the R e stri c ted S tock will v e st a nd no lon g e r b e subj ec t to f o r fe i t ur e . F or pur p o s e s of th i s letter y ou would be d ee med to be “ di s a bled” if, b y re a son of a c c ident, p h y sic a l i l lness or ment a l i l lness, y ou a re un a ble to ful f i l l y our norm a l r e spons i bi l i t ies a s a dir e c tor of S p a rt a n N a sh for a c ont i nuous p e riod of 180 d a y s.

( c ) Notwithstanding a n y th i n g to the c ontr a r y in th i s lette r , the R e strictions i m pos e d on the R e strict e d S tock will laps e , a nd t he R e strict e d S tock will v e st a nd no lon g e r b e subj ec t to fo r f e i t ur e , if d u ring the R e strict e d P e rio d , y ou h a ve b ee n a dir e c tor for a t le a st ten y e a rs, a nd y ou no longer c ont i nue a s a dir ec tor with S p a rt a nN a sh f o r a n y re a s on e x ce pt r e moval for C a us e .

(d) Notwithstanding a n y th i n g to the contra r y in th i s letter or the P la n , if y ou cease to be a di r ector of S partanNash for a n y re ason other than r e moval for Cause following a Chan g e in Control ( a s d e fined in the P lan), then the Restrictions i m posed o n the Restricted S tock will lapse, and t h e Restr i cted S tock will vest and no longer b e subject to f orfei t ure in a ccor d ance with t he terms of the P l an.

4. Sh a re h ol d e r Rig h t s . Du r ing the R e strict e d P e riod, y ou sh a ll h a v e a l l vot i n g , div i d e nd, l i quidation, a nd other ri g hts with r e sp e c t to the R e strict e d S tock h e ld of r e c o rd b y y ou a s if y ou h e ld un r e strict e d Com m on S tock; pro v i d e d, how eve r, that t he u nv e sted portion of a n y R e strict e d S tock a w a rd s h a ll be subj ec t to a n y r e s tri c t i ons on tr a nsf e r a bi l i t y o r risks of fo r f e i t ure i m pos e d pursu a nt to th i s letter or the P lan. A n y no n -ca sh div i d e nds or d is t ributions p a id with r e sp ec t to unv e sted R e st r ict e d S tock sh a ll b e sub j ec t to the s a me r e str i c t i ons a s those r e l a t i ng to the R e strict e d S tock g r a n ted to y ou und e r th i s letter a g r ee ment. A f t e r the R e strictions a ppl i ca ble to the R e strict e d S tock laps e , y ou sh a ll h a v e a ll sh a r e hold e r r i g hts, including the r i g ht to tr a nsf e r the sh a r e s, subj ec t to su c h c ondi t ions a s S p a rt a nN a s h m a y r e a so n a b l y sp e c i f y to e nsure c omp l ian c e with f e d e r a l and st a te s ec urities la w s.

5. Unc er ti f ica te d Sh a re s . Your sh a r e s of R e strict e d S tock a re b e ing is s u e d without a p a p e r c e rtifi ca te. The R e strict e d S tock will be r eg is te r e d in y our n a me in S p a rt a nN a s h ’s books a nd re c ords a nd r e fl e c t e d on the acc ount sta t e m e nts is s u e d to y ou b y M o rg a n S tanl e y (or ot h e r fin a n c ial in t e rm e di a r y ). The Compa n y is f o rm e d und e r the la w s of t h e S tate of Mich i g a n. T h e Compa n y will fu r nish t o y o u upon r e qu e st and wi t hout ch a r ge a full s t a t e ment of t h e d e s i g n a t i on, r e lative ri g hts, pref e r e n c e s, a nd l i m i tations of the sh a r e s o f eac h c lass a ut h ori z e d to be issued, the d e si g n a t i on, r e lative r i g h t s, pr e f e r e n ce s, a nd l i m i tations of e ac h s e ri e s so far a s the s a me h a ve b ee n pr e s c rib e d, a nd the a uth o ri t y of the S p a rt a nN a s h ’s B o a rd o f Dire c tors to d e si g n a te a nd pr e s c ribe the r e lative r i g hts, pref e r e n ce s, a n d l i m i tations of other s e r i e s. I f y ou h a v e a n y qu e st i ons, ple a s e c onta c t t he Compa n y ’s D ir ec tor of B e n e fits.

6. C er ti f ica t io ns . You r e p r e s e nt a nd w a r r a nt that y o u a re ac quiri n g t h e R e strict e d S tock for y o u r own a cc ount a nd investm e nt a n d without a n y in t e n t to r e s e ll or dis t ribute the R e strict e d S tock. You s h a ll not r e s e ll or dis t ribute the R e strict e d S tock a ft e r a n y R e strict e d P e riod e x ce pt in c omp l ian c e w i t h su c h c ondi t ions a s S p a rt a nN a sh m a y r ea so n a b l y sp e c i f y to e nsure c omp l ian c e with f e d e r a l and st a te s ec u rities la w s.

7. With h ol d i n g . B e c a use y o u a re a no n -e mp l o y e e dir ec tor, S p a rt a n N a sh will not make a n y p rovision for t h e withho l ding o f f e d e r a l, stat e , or lo c a l ta x e s in c o n n ec t i on with the g r a nt or v e st i ng of the R e strict e d S tock. S p a rt a nN a sh will provide y ou with a c o m plet e d I RS F orm 1099 r e porti n g non - e mp l o y e e c ompens a t i on a nd c e rt a i n other p a y ments ma d e t o y ou b y S p a rt a nN a sh for y o u r s e rvi c e a s a dir e c tor, including p a y ments in c onn ec t i on with the R e strict e d S tock. You a re r e spons i ble for y our t a x o b l i g a t i ons in c onn ec t ion with the g r a nt a nd v e st i ng of the R e strict e d S tock, a nd S p a rt a nN a sh r ec om m e nds th a t y ou c o n sult with y o u r t a x a dvisor.

8. Bi nd i n g E f f ec t; A m e nd me n t . This letter a nd the P lan sh a ll be bin d ing upon, a nd sh a ll inure to t he b e n e fit of, the p a rti e s h e r e to and their r e s p ec t i ve h e irs, su c ce ssors a nd p e rmit t e d a ss i g ns. This letter a g re e ment sh a ll not be mod i fi e d e x ce pt in a w r i t i n g e x ec uted b y y ou a nd S p a rt a nN a sh.

9. P r o h i b ition on Hedg i n g or P l e d gi n g . This a w a rd is subj ec t to the Compa n y ’s pol ic y p rohibiting p l e d g ing o f the Compa n y ’s sto c k a nd t r a ns a c t i ons that ar e d e s i g n e d to h e d g e o r of f s e t de c l i n e s in t he m a r k e t value of the Compa n y ’ s s t o c k.

10. M isc e l l a n e o u s .

(a) This letter and y our r i ghts her e und e r a r e subj e ct to all the terms and condi t ions of the P lan, as the same m a y be amend e d from t i me to t i me, as w ell as to such rules and re g ulations as the Com m i t tee m a y adopt f o r adm i nis t r a t i on of the P lan. The Com m i t tee shall have the r i g ht t o i m pose s u ch r estrictions on a n y sha r es acq u ired pursuant t o th i s letter, as it m a y d e em advisable, includi n g , without l i m i tation, r e strictio n s under appl ic able f ede r al securities laws, un d e r the r e quire m ents of a n y stock e x change or mar k e t upon which such shar e s are then l i sted and/or traded, and un d er a n y b l ue s k y o r state sec u rities laws appl i cable to such shar e s. I t is e x pr e ss l y understood that the Co m m i t t ee is author i z ed to a d m i nis t er, constru e , and m ake all determ i nat i ons necess a r y or appro p riate to the adm i nis t r a t i on of the P lan and th i s let t er, all of which shall b e bind i ng upon y ou.

(b) The B oard m a y t e rmina t e, amend, or mod if y the P lan in a c cord a n ce with the terms of the P l an.

(c) You agr e e to take all steps necessa r y to co m p l y with all appl i cable provisions of f e der a l and state securi t ies laws in e x er c is i n g y o u r r i g hts under th i s letter. This letter shall be subject to all appl i cable laws, rules, and re g ulations, Nasdaq Ma r ketp l ace Rules, and to such approvals b y a n y governmental a g e n cies, The Nasdaq S tock Mark e t or a n y other nat i on a l securities e x cha n g es as m a y b e r e qui r ed.

(d) To the e x tent not pr e e mp t e d b y f e d e r a l la w , th i s letter sh a ll be g ov e r n e d b y , a nd c onstru e d in a cc or da n c e with, t he la w s of t h e state of Mi c higan.

V e r y tru l y y ours,

/S/ David M. Staples

D a vid M. S tapl e s

Pr e sident & Chief E x ec u tive O f fi c er

EXHIBIT 10.3

R e st r i c t e d S to c k A w a r d - F iscal Y e ar E nd i n g D ec e m be r 28, 2019

I a m ple a s e d to info r m y ou that S p a rt a n N a s h Compa n y , a Michig a n c orpo ra t i on, ( “ S p a rt a n N a sh” or the “ Compa n y ” ) h a s g r a nt e d to y ou the numb e r o f r e strict e d sh a r e s of S p a rt a nN a sh’s Com m on S t o c k d e s c rib e d a bove und e r the Compa n y ’s S t o c k I n ce nt i ve P lan of

2015 (the “ P la n ” ). B y a cce pt i n g th i s g r a nt, y ou a gr e e that the r e strict e d stock is subj ec t to t h e te r ms a nd c ondi t ions of th i s letter a nd the P l a n ( w hich a re inco r po r a t e d in t o th i s letter b y re fer e n c e ). I f the r e is a n y c onfli c t b e t w ee n the t e rms of the P lan a nd th i s lette r , the t e rms of t h e P lan w i l l cont r ol.

1. R e st r i c t e d S to c k Gran t . S p a rt a nN a sh g r a nts to y ou sh a r e s of Compa n y Com m on S tock, no p a r v a l u e , a ll o f whi c h a re subj e c t to r e s tri c t i o ns i m pos e d und e r t his letter a nd the P lan (the “ R e st r i c t e d S to c k ”) . This g r a nt o f R e strict e d S tock sh a ll not c on f e r a n y r i g ht to y ou to b e g r a nted R e strict e d S tock or oth e r a w a rds in the fu t ure und e r t h e P lan.

2. R e st r i c tion s . The R e s tri c ted S tock is subj e c t to the followi n g t r a n s f e r a nd fo r f e i t u r e c ondi t ions ( “ R e st r ic t io ns ” ), whi c h will laps e , if a t a l l , a s d e s c r i b e d in the “ L a pse o f R e strictions” s ec t i on b e low. The p e riod during whi c h R e s tri c t e d S tock is subj ec t to the R e strictions i m pos e d b y the P lan a n d und e r th i s le t ter is r e f e r r e d to in th i s l e t t e r a s the “ R e st r i c t e d P e r io d .”

a. Until the Restrictions lapse as set f o rth in pa ra g r a p hs ( a), ( b ), ( c) or (d) un d er L ap s e o f Restrictions b elo w , the Restr i cted S tock gen e r a l l y is not t r ansf er able b y y ou e x cept b y will or a c cordi n g to t h e l aws of des c ent and dis t ribution. All r i g hts with respect to the Restricted S tock are e x er c isable during y our l i f e t i me on l y b y y o u, y our g u ardian, or y o ur le g al r e p r e sen t at i ve.

b. A n y sh a r e s of R e strict e d S tock for whi c h the R e strictions h a ve not laps e d will a uto m a t i ca l l y be fo r f e i t e d without c onsi d e r a t ion upon the t e rmin a t i on of y our e mp l o y ment with S p a rt a nN a sh for a n y r e a son other than d ea th, Dis a bi l i t y or R e t ir e ment. Upon the t e rmin a t i on of y our e mp l o y ment with S p a rt a nN a sh d u e to y our d ea th, Dis a bi l i t y or R e t ire ment, the R e strictions a ppl i ca ble to a n y sh a r e s o f R e strict e d S tock will l a pse in a cc or d a n c e with t h e a ppl i ca b l e provisions s e t fo r th in p a ragr a phs (2) or (3) un d e r L a pse of R e strictions b e low. Notwithstanding the fo r e g oi n g , the Com m i t tee ( a s d e fin e d in the P lan) r e s e r v e s the r i g ht, in i t s s ole disc re t i on, to w a i v e the R e strictions r e maini n g on a n y or a ll su c h s h a res of Restri c ted S t o c k a t t he t i me of te r m i n a t i on of e mp l o y ment.

c. I f y ou enter in t o Competi t ion ( a s defin e d in the P lan) with S partanNas h , all shar e s of Restricted S tock st i ll subject to Restr i ct i ons will auto m at i cal l y be forf e i t ed without consider a t i on. The Com m i t tee ( a s d efined in the P lan) or o ffic e rs d esi g n a t ed b y the Com m i t tee have absolute discret i o n to determ i ne wheth e r y ou ha v e ent e r e d i n to Competi t ion with S partanNash.

3. La p se of R e st r ic t io n s .

a. E x cept as otherwise pr o vided in th i s letter, and so long as y ou r e m ain cont i nuous l y emp l o y ed b y S p a rtan N as h , 25% of t he sha r es of Restricted S tock will vest and the Restrictions will lapse with r e spect to such sh a r e s of Restricted S tock on the Vest i ng D a y set f o rth above in e a ch of the n e x t four y e a rs.

b. Notwithstanding a n y th i n g to t h e c ont r a r y in th i s lette r , upon te rmin a t i on of y o ur e mp l o y ment with S p a rt a nN a sh due to y our d ea th or Dis a bi l i t y ( a s d e f i n e d in the P lan) during the R e strict e d P e riod, t h e R e strictions a ppl ic a ble to a n y s h a r e s of R e str i c ted S tock will lapse a uto m a t i ca l l y a nd the R e strict e d S tock w i l l vest a nd no lon g e r be subj ec t t o fo r f e i t u r e .

c. Notwit h standing a n y th i n g to t h e cont r a r y in th i s letter, upon t erminat i on of y o ur emp l o y m ent with S partanNash due to y our Ret i r e ment ( a s defi n ed i n the P lan) d u ri n g the Restricted P eriod, if y o u cont i nue to comp l y w i th y our no n -com p et i t i on obl i g at i ons under para g r aph 2 (c) abo v e, t h e Restrictions appl i cable to a n y sh a r e s of Restr i ct e d S tock will lapse and the shar e s will cont i nue t o vest i n accor d an c e with t he terms of the P l an and th i s lette r .

d. Notwithstanding a n y th i n g to the c ontr a r y in th i s letter or a n y a g r ee m e nt b e tw ee n y ou a nd the Compa n y , if a Ch a nge in C ontrol ( a s d e fin e d in the P l a n) o cc urs a t a n y t i me during the R e strict e d P e r i od a nd prior to y o u r te r m ination of e mp l o y m e nt, the R e strictions will b e tr ea ted in a cc or d a n c e with S ec t i on 9 of the P l a n .

4. Sh a re h ol d e r Rig h t s . Du r ing the R e strict e d P e riod, y ou will h a ve a ll vot i n g , div i d e nd, l i quidation, a nd other ri g hts with r e sp e c t to the R e strict e d S tock h e ld of r e c o rd b y y ou a s if y ou h e ld un r e stric t e d Com m on S toc k . A n y no n -ca sh div i d e nds or dis t ributions p a id with r e sp ec t to unv e sted R e st r ict e d S tock sh a ll b e sub j ec t to the s a me r e str i c t i ons a s those r e l a t i ng to the R e strict e d S tock g r a n ted to y ou und e r th i s letter a g r ee ment. A f t e r the R e strictions a ppl i ca ble to the R e strict e d S tock laps e , y ou will h a ve a ll s h a r e hold e r r i g hts, including the ri g ht to t r a nsf e r the sh a r e s, subj ec t to su c h c ondi t ions a s S p a rt a nN a s h m a y r e a so n a b l y sp e c i f y to e nsure c omp l ian c e with f e d e r a l and st a te s ec urities la w s.

5. Unc er ti f ica te d Sh a re s . Your sh a r e s of R e strict e d S tock a re b e ing is s u e d without a p a p e r c e rtifi ca te. The R e strict e d S tock will be r eg is te r e d in y our n a me in S p a rt a nN a s h ’s books a nd re c ords a nd r e fl e c t e d on the acc ount sta t e m e nts is s u e d to y ou b y M o rg a n S tanl e y (or ot h e r fin a n c ial in t e rm e di a r y ). The Compa n y is f o rm e d u nd e r the la w s of t h e S tate of Mich i g a n. T h e Compa n y will fu r nish t o y o u upon r e qu e st and wi t hout ch a r ge a full s t a t e ment of t h e d e s i g n a t i on, r e lative ri g hts, pref e r e n c e s, a nd l i m i tations of the sh a r e s o f eac h c lass a ut h ori z e d to be issued, the d e si g n a t i on, r e lative r i g h t s, pr e f e r e n ce s, a nd l i m i tations of e ac h s e ri e s so far a s the s a me h a ve b ee n pr e s c rib e d, a nd the a uth o ri t y of the S p a rt a nN a s h ’s B o a rd o f Dire c tors to d e si g n a te a nd pr e s c ribe the r e lative r i g hts, pref e r e n ce s, a nd l i m i tations of other s e r i e s. I f y ou h a v e a n y qu e st i ons, ple a s e c onta c t t he Compa n y ’s D ir ec tor of B e n e fits.

6. C er ti f ica t io ns . You r e p r e s e nt a nd w a r r a nt that y ou a re ac quiri n g the R e strict e d

Stock for y o u r own a ccount a nd investm e nt a n d without a n y int e nt to r e s e ll or distribute the

R e strict e d S tock. You w i l l not r e s e ll or dis t ribu t e the R e strict e d S tock a ft e r a n y R e str i c ted P e riod e x ce pt in c omp l ian c e w i t h su c h c ondi t ions a s S p a rt a nN a sh m a y r ea so n a b l y sp e c i f y to e nsure c omp l ian c e with f e d e r a l and st a te s ec u rities la w s.

7. With h ol d i n g . S p a rt a nN a sh is e nt i t l e d to: (1) withho l d a nd d e d u c t f rom y o u r futu r e w a g e s ( o r f rom other a moun t s that m a y b e due a nd owi n g to y ou f r om S p a rt a nN a s h ), or ma k e other a r r a n g e ments for the c ol l ec t i on o f, a ll l e g a l l y r e quir e d a moun t s n e ce s s a r y to satis f y a n y a nd a ll f e d e r a l, s t a te, lo c a l a nd fo re i g n withho l d i ng a nd e mp l o y men t - r e l a ted tax r e qui r e ments a t t ribut a ble to the a w a rd of R e strict e d S tock, or ( 2) r e qui r e y ou prompt l y to r e m i t the a mount of su c h withho l ding to S p a rt a nN a sh b e fo r e taki n g a n y ac t i on with r e s p ec t to the R e strict e d S tock. Upon y o u r w r i t ten autho r i z a t i on, withho l ding m a y be s a t i sfi e d b y withho l ding Com m on S tock to be r e l e a s e d upon v e st i ng of a nd lapse o f re str i c t i ons with r e sp ec t t o sh a r e s o f the R e strict e d S tock or b y d e l i v e r y to S p a rt a n N a sh of p r e vious l y ow n e d Com m on S tock.

8. Bi nd i n g E f f ec t; A m e nd me nt . This letter a nd the P lan sh a ll be bin d ing upon, a nd sh a ll inure to t he b e n e fit of, the p a rti e s h e r e to and their r e s p ec t i ve h e irs, su c ce ssors a nd p e rmit t e d a ss i g ns. This letter a g re e ment sh a ll not be mod i fi e d e x ce pt in a w r i t i n g e x ec ut e d b y y ou a nd S p a rt a nN a sh.

9. Cla w b a c k . This a w a rd is subj ec t to the Compa n y ’s “c la w b ac k ” pol i c y pr o vid i ng for the r e c o v e r y of inc e nt i ve c ompens a t i on that the Compa n y , or a s m a y b e r e quir e d un d e r a ppl i ca ble l a w, rule or re g ulation.

10. P r o h i b ition on Hedg i n g or P l e d gi ng . This a w a rd is subj ec t to the Compa n y ’s pol ic y p rohibiting p l e d g ing o f the Compa n y ’s sto c k a nd t r a ns a c t i ons that ar e d e s i g n e d to h e d g e o r of f s e t de c l i n e s in t he m a r k e t value of the Compa n y ’ s s t o c k.

11. M isc e l l a n e o u s .

a. Your aw a rd is subject to all the terms and condi t ions of the P lan, as the same m a y b e amen d ed from t i me to t i me, as well as to s uch rules and re g ulations as the Com m i t tee m a y adopt for adm i nis t r a t i on of the P lan. The Com m i t tee shall h ave the ri g ht to i m p o se such r e strictions on a n y sha r es acqui r ed pursuant to th i s l et t er, as it m a y deem advisabl e . T h e Com m i t tee is authori z e d to adm i nis t er, in t erp r e t , and make all dete r m i nat i ons necessa r y o r appropriate to the adm i nis t r a t i on of the P l a n and th i s letter, a l l of which shall be bind i ng upon y ou. The B o ard m a y t erminat e , amend, or mod i f y the P lan in a c cord a n ce with the terms of the P lan. To the e x tent not preemp te d b y f e d e r al law, th i s l et t er shall b e g ov e rn e d b y , and constru e d in accor d an c e with, t he la w s of t he state of Mich i g a n .

b. Morg a n S tanl e y is the th i rd p a r t y stock opt i on a dm i nis t r a tor for t h e S p a rt a nN a sh plan. I f y ou a re a n e w p a rti c ipant, a us e r I D, p a sswo r d a nd t r a ding P I N will be s e nt to y o u r home a ddr e ss via r eg u l a r mail dir ec t l y f r o m Mor g a n S tanl e y . You will be a ble to acce ss info r mation r e g a rding y o ur g ra nts, i n c lud i ng v e st i ng status, on l ine t ra di n g a nd mor e .

c. I f y ou ha v e a n y quest i ons about y o u r a ward, o r need a co p y of the P lan, please send an email re q uest t o R y an D e B o er ( r y a n.d e bo e r @sp a rt a n n a sh . c o m ).

12. A cce p tan c e ; Ag r e e me n t . By ac c e pt i ng th i s a w a r d , y ou a g r e e to be bound by a ll of the te r ms a nd c ondi t ions of the Compa n y ’ s L o n g T e rm I n ce nt i ve P lan (“ L T I P” ), includi n g t h e P ost - Empl o y ment Com p e t i t i on A g r ee ment s e t fo r t h on E x hib i t A to the L T IP. A c o p y of the L T I P , including a c o p y of the P os t - Empl o y ment Com p e t i t i on A g r ee ment, h a s b ee n made a v a i l a ble to y o u thro u g h HR S e lf - Ser vic e .

V e r y tru l y y ours,

/s/ D a vid M. S tapl e s

D a vid M. S tapl e s

Pr e sident & Chief E x ec u tive O f fi c er

EXHIBIT 10.4

2019 Long-Term Incentive Plan

This document sets forth the SpartanNash Company Long-Term Incentive Plan for awards made during the fiscal year ending December 28, 2019 and covering the three-year period ending December 31, 2022 (“2019 LTIP”).

1. Authority and Administration . This 2019 LTIP is authorized and administered by the Compensation Committee of the Board of Directors of SpartanNash Company. For Participants in positions at the Vice President level and above, the 2019 LTIP will have two equal award components: equity, in the form of SpartanNash common stock, and cash. For Participants at the director level, the 2019 LTIP will have only a stock component. The Compensation Committee retains the discretion to deliver a 2019LTIP award comprised of all stock in lieu of an award comprised of stock and cash. Awards will be subject to plan documents as follows:

Equity component . The equity component of the 2019 LTIP will be granted under and subject to the Company’s Stock Incentive Plan of 2015. The terms and conditions of vesting of all equity awards, including upon termination in the event of death, retirement, disability, or change in control, are set forth in the Stock Incentive Plan and the individual award letters.

Cash Component . The cash component of the 2019 LTIP will be administered under the Executive Cash Incentive Plan of 2015 for Participants who were “named executive officers” in the Company’s proxy statement or Annual Report on Form 10-K for fiscal 2018 or who serve as Executive Vice President or any more senior position. For all other Participants, this 2019 LTIP will be administered under the Cash Incentive Plan of 2010. This 2019 LTIP will be subject to the terms and conditions of the applicable Plan (which are incorporated into this document by reference). If there is any conflict between the terms of the applicable Plan and this 2019 LTIP, the terms of the applicable Plan will control. Capitalized terms not defined in this Plan have the meanings given to them in the applicable Plan.

2. Equity Component. The equity component of the 2019 LTIP will consist of restricted stock that vests in four equal annual installments. Specifically, 25% of the shares will vest on each anniversary of the grant date, with the final installment vesting in 2023 . The full terms and conditions of the grant are set forth in a letter that will be issued to each recipient.

3. Cash Component. This section explains the cash component of the 2019 LTIP.

a) Target Award Amount . Each Participant’s threshold, target and maximum 201 9 LTIP award opportunity will be communicated to him or her separately in writing . Each 201 9 LTIP award will be paid to the extent SpartanNash achieves at least the threshold level of performance for the applicable performance measurement, and the Participant otherwise satisfies the requirements of the LTIP and the applicable Plan .

b) Performance Period and Measurements .

Performance Measurement . The “ Performance Period ” for the 2019 LTIP will begin on December 30, 2018 and end on January 1, 2022.

ii.

Metrics . The three year performance payout under the 2019 LTIP will be determined by SpartanNash’s performance with respect to the metrics below, each of which will be weighted by the corresponding percentage:


Performance Measurement	Percentage of Long-Term Cash Incentive Award
EPS ¹		40	%
Consolidated Adjusted EBITDA ²		40	%
Plan-based ROIC ³		20	%

¹	EPS means Diluted Earnings per Share on a Consolidated Net Earnings (adjusted for items not representative of ongoing operations) basis.

Consolidated Adjusted EBITDA is a non-GAAP operating financial measure that is defined as net earnings from continuing operations plus depreciation and amortization, and other non-cash items including imputed interest, deferred (stock) compensation, the LIFO provision, as well as adjustments for unusual items that do not reflect the ongoing operating activities of SpartanNash and costs associated with the closing of operational locations, interest expense and the provision for income taxes to the extent deducted in the computation of net earnings.

Plan-based ROIC is calculated by dividing the tax affected operating profit adjusted for income and expenses consistently with the annual incentive plan for the last year of the measurement period and LIFO expense by a 5 quarter average of total invested capital (total assets plus LIFO reserve less cash and non-interest bearing current liabilities), calculated using the last 5 quarters of the measurement period.

c) Performance Goals and Payouts. 2019 LTIP award payouts will be determined based on the greater of the three year performance matrices or the cumulative annual growth target matrices presented below. The levels of three year performance for EPS, Consolidated Adjusted EBITDA, and Plan-based ROIC and annual growth targets for these metrics will be communicated to Participants separately. In addition:

The annual growth targets for each year of the three year performance period will be set at the time of grant and based on improvement over prior fiscal year results.

ii.

For 2019, the annual growth goal will only be based on Consolidated Adjusted EBITDA performance. In 2020 and 2021, the annual growth targets will be based on EPS (40%), Consolidated Adjusted EBITDA (40%) and Plan-based ROIC (20%).

iii.

If the annual growth rate for any metric in a year is not positive, no annual payout will be earned for that metric.

iv.

If absolute growth is not achieved for any metric over the three year performance period, no payout will be earned for that metric at the end of the performance period under the annual payout calculation.

The annual growth objectives will allow participants to earn a maximum payout of up to 100% in each year. There is no payout accrued or bank for performance over 100% on an annual basis.

vi.

There is a maximum accrual of 25% of target payout each year based on the annual growth targets

No 2019 LTIP award will be paid with respect to a performance measurement unless SpartanNash achieves the threshold level of performance for that performance measurement. If SpartanNash’s actual performance achieved for EPS, Consolidated Adjusted EBITDA, or Plan-based ROIC exceeds the threshold level and falls between specified levels, then the percentage of the Target Award that will be paid will be determined by interpolation .

Earnings Per Share (EPS)


Three Year EPS
	Performance	Payout
Level	% of EPS Goal	% of Target
—	<80.0%	0%
Threshold	80%	10%
—	85%	32.5%
—	90%	55%
—	95%	77.5%
Target	100%	100%
—	104%	124.5%
—	108%	149.1%
—	112%	173.6%


Maximum	≥116.3%	200%



EPS - Annual Growth Targets
	Performance	Payout
Level	% of EPS Goal	% of Target
—	<90.0%	0%
Threshold	90%	10%
—	92.5%	32.5%
—	95%	55%
—	97.5%	77.5%
Target	100%	100%
—	101.3%	124.5%
—	102.5%	149.1%
—	103.8%	173.6%
Maximum	≥105%	200%

Consolidated Adjusted EBITDA


Three Year EBITDA
	Performance	Payout
Level	% of EBITDA Goal	% of Target
—	<90.0%	0%
Threshold	90%	50%
—	92.5%	62.5%
—	95%	75%
—	97.5%	87.5%
Target	100.0%	100.0%
—	101.3%	125.0%
—	102.5%	150.0%
—	103.8%	175.0%
Maximum	≥105%	200.0%


EBITDA - Annual Growth Targets
	Performance	Payout
Level	% of EBITDA Goal	% of Target
—	<95.0%	0%
Threshold	95%	50%
—	97.5%	75.0%
Target	100%	100%


—	102.5%	150.0%
Maximum	≥105%	200%

Plan-based ROIC


Three Year ROIC
	Performance	Payout
Level	% of ROIC Goal	% of Target
—	<92.0%	0%
Threshold	92%	10%
—	94%	32.5%
—	96%	55%
—	98%	77.5%
Target	100%	100%
—	103.8%	125%
—	107.5%	150%
—	111.3%	175%
Maximum	≥115%	200%


ROIC - Annual Growth Targets
	Performance	Payout
Level	% of ROIC Goal	% of Target
—	<92.0%	0%
Threshold	92%	10%
—	94%	32.5%
—	96%	55%
—	98%	77.5%
Target	100%	100%
—	103.8%	125%
—	107.5%	150%
—	111.3%	175%
Maximum	≥115%	200%

Exclusions . The evaluation of these metrics will exclude the events or their effects set forth in Section 5.3 of the Executive Cash Incentive Plan.

No Additional Vesting Period. Each 201 9 LTIP component earned according to the matrices above, if any, will not be subject to any additional vesting period following the Performance Period.

Effect of Termination of Employment without a Change in Control . Except as set forth in Section 8 below: (a) if a Participant’s employment with SpartanNash terminates for any reason other than Retirement, Death, or Total Disability before the end of a Performance Period, any unearned portion of the 2019 LTIP award will be forfeited; and (b) if a Participant’s employment terminates for Retirement, Death or Total Disability, eligibility for payout of an 2019 LTIP award will be determined as follows:

Death or Total Disability . If more than 12 months remain in the Performance Period, the Participant’s Target Award will be paid on a pro-rata basis based on the number of full weeks of employment during the Performance Period. The Incentive Award will be paid no later than the 15th day of the third month following the date of death or total disability. If 12 months or less remain in the Performance Period, then following the completion of the Performance Period, any earned LTIP award will be paid based on actual performance results on a pro-rata basis based on the number of full weeks of employment during the Performance Period. The Incentive Award will be paid no later than the 15th day of the third month following the date of the end of the Performance Period.

ii.

Retirement . In the event of termination due to Retirement, the LTIP award, if any, will be the amount the Participant would have earned had he or she remained employed with SpartanNash until the end of the Performance Period based on actual performance results, paid on a pro-rated basis for the number of full weeks of employment during the Performance Period. The Incentive Award will be paid no later than the 15th day of the third month following the date of the end of the Performance Period.

iii.

After the Performance Period . For termination due to death, Total Disability, or Retirement occurring after the performance period but before the payout date, the earned LTIP award (if any) will be paid in full no later than the 15th day of the third month following the date of death or total disability. For any other separation of employment occurring after the performance period but before the payout date, the 2019 LTIP award will be forfeited.

Change in Control.

Before the end of the Performance Period . Upon a Change in Control of SpartanNash (as defined in the Plan) before the end of the

Performance Period, a Participant that is employed by SpartanNash on the effective date of the Change in Control will earn a 201 9 LTIP award equal to the greater of the Target Award or the projected 201 9 LTIP award (with the projected 201 9 LTIP award to be calculated by estimating the Company’s expected performance for the Performance Period based on the Company’s performance in the then-current fiscal year as of the date of the Change in Control projected out through the end of the Performance Period), to be paid on a pro-rata basis for the number of full weeks completed in the Performance Period prior to the Change in Control. The Incentive Award will be paid no later than the 15 ^th day of the third month following the Change in Control.

ii.

After Performance Period . Upon a Change in Control following the Performance Period, any earned but unpaid 2019 LTIP award will be payable in full upon the earliest to occur of the termination of employment for any reason, or the date that is the 15 ^th day of the third month following the Change in Control.

Executive Severance Agreement. The 2019 LTIP award opportunity described in this 2019 LTIP is not subject to the provisions of any Executive Severance Agreement with the Company. In the event of a Change in Control, a Participant’s right to receive any portion of the LTIP award described in this 2019 LTIP will be governed exclusively by the terms and conditions of the LTIP.

4. Clawback. All 2019 LTIP awards will be subject to the Company’s “clawback” policy providing for the recovery of incentive compensation.

5. Delegation of Authority . The Compensation Committee of the Board of Directors has delegated to the Chief Human Resources Officer and her designees the authority to administer and interpret the 2019 LTIP, provided that such administration and interpretation is not contrary to the Plan, this 2019 LTIP, or any determination of the Compensation Committee.

6. Post-Employment Agreements . As a condition of and in consideration for participation in the 2019 LTIP, an associate must agree to the post-employment covenants regarding non-competition, non-solicitation and other matters set forth on Exhibit A to this document. Any associate participating in the 2019 LTIP must provide a signed acknowledgement of agreement.

7. Other Rules of Participation .

Associates who are selected to receive a 2019 LTIP award under this plan will receive a notification of their designation as a 2019 LTIP Participant (“Participant”). Only associates who are in eligible roles on December 29,

201 8 , or who are hired or promoted into a full-time eligible role on or before October 1 , 201 9 may be considered for a 201 9 LTIP award.

If a Participant is on a non-FMLA leave during the Performance Period, then the 2019 LTIP award payout, if any, will be prorated based on the number of weeks worked during the Performance Period.

Associates who are on leave at the beginning of the Performance Period and terminate employment prior to returning to work are not eligible to receive an LTIP award.

Exhibit A

SpartanNash Company

Post-Employment Competition Agreement

Introduction

SpartanNash faces intense competition in all of its lines of business. Your employment with SpartanNash has required, and will continue to require, that you work with SpartanNash’s non-public, proprietary, confidential or trade secret information (all such information, “ Confidential Information ”), which is vitally important to SpartanNash’s success. You have also participated in and developed relationships with SpartanNash customers in the course of your employment.

It is important that SpartanNash take steps to protect its Confidential Information and business relationships, even after your employment with SpartanNash concludes for any reason. Your disclosure of Confidential Information or interference with SpartanNash’s relationships could do serious damage to the business, finances, or reputation of SpartanNash. For these reasons, SpartanNash requires that you agree to the restrictions set forth below as consideration for, and as a condition of receipt of, your 2019 Long Term Incentive Award opportunity (“ LTI Award ”).

Important Definitions

As used in this document:

“ Agreement ” means this post-employment competition agreement.

“ Business ” means the Military Segment (defined below), the Food Distribution Segment (defined below) and the Retail Segment (defined below):

•

The “ Military Segment ” means: the manufacturing, procurement, sale or distribution of Products (defined below) within the military resale system, including United States military commissaries and exchanges, the Defense Commissary Agency, AAFES, NEXCOM, CGX, MCX, and any third-party distributors, brokers, partners or manufacturers with which SpartanNash conducted business or was preparing to conduct business in the Military Segment at any time during the 24-month period preceding the termination of your employment for any reason;

•

The “ Food Distribution Segment ” means: the manufacture, sale, or distribution of Products (defined below), or provision of any value-added services, to any independent grocery store, SpartanNash-owned grocery stores, “meal kit” provider, reseller, national account, or any other retailer of Products (whether brick-and-mortar or e-commerce) with whom SpartanNash conducted business or was preparing to conduct business at any time during the 24-month period preceding the termination of your employment for any reason; and

•

The “ Retail Segment ” means: the operation of any retail grocery store or other business that obtains, or plans to obtain, twenty percent (20%) or more of its gross revenue from retail sales of Products (as defined below).

“ Covered Customer ” means any Person to whom SpartanNash provided good or services at any time during the 24-month period preceding the termination of your employment for any reason, with which or with whom you first had contact directly or indirectly as part of your job responsibilities (including oversight responsibility) with SpartanNash or about which or whom you learned Confidential Information.

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, joint venture, proprietorship, other business organization, business trust, union, association or governmental or regulatory entities, department, agency or authority.

“ Products ” means grocery and related products including, nationally branded and private label grocery products and perishable food products (including dry groceries, produce, dairy products, meat, delicatessen items, bakery goods, frozen food, seafood, floral products, beverages, tobacco products, fresh protein-based foods, prepared meals, and value-added products such as fresh-cut fruits and vegetables and prepared salads), general merchandise, health and beauty care products, pharmacy products (prescription and non-prescription drugs), fuel and other items offered by SpartanNash.

“ Restricted Area ” means (i) with respect to the Military Segment, the United States, Europe, Cuba, Puerto Rico, Bahrain, Egypt and any other country in the world where SpartanNash engages in the Military Segment or was preparing to engage in the Military Segment, in each case, at any time during the 24-month period preceding the termination of your employment for any reason; (ii) with respect to the Food Distribution Segment, any U.S. state or territory and any other country in the world where SpartanNash engages in the Food Distribution Segment or was preparing to engage in the Food Distribution Segment, in each case, at any time during the 24-month period preceding the termination of your employment for any reason; or (iii) with respect to the Retail Segment, in Iowa, Michigan, Minnesota, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin, as well as any other state in the United States where SpartanNash engages in the Retail Segment or was preparing to engage in the Retail Segment, in each case, at any time during the 24-month period preceding the termination of your employment for any reason.

“ SpartanNash ” means SpartanNash Company and any of its subsidiaries.

Your Agreements

By accepting the LTI Award, you agree that, while you are employed with SpartanNash and for twelve (12) months following the termination of your employment for any reason, you will not, directly or indirectly:

be employed or engaged by, own any interest in, manage, control, participate in, serve on the board of directors of, consult with, provide advice to, contribute

to, lend money to or otherwise finance, hold a security interest in, render services for, or provide assistance to, any Person that engages or is preparing to engage, anywhere within the Restricted Area, in any Business with respect to which you had responsibility at any time within the 24-month period preceding the termination of your employment for any reason, or with respect to which you possess any Confidential Information; provided , however , that you may make passive investments of not more than one percent (1%) of the capital stock or other ownership or equity interest, or voting power, in a public company, registered under the Securities Exchange Act of 1934, as amended;

(i) solicit or conduct business with any Covered Customer or any current, former or prospective supplier; or (ii) otherwise induce any current, former or prospective customer, supplier, contractor, or other third party to stop doing business with SpartanNash, adversely change the terms or amount of its business with SpartanNash, refuse to do business with SpartanNash; or (iii) otherwise interfere with any SpartanNash business relationships; or

hire, engage, or solicit for employment or engagement any individual who was employed or engaged by SpartanNash at any time within the 24-month period preceding the termination of your employment for any reason, or encourage or persuade any such individual to end his or her relationship with SpartanNash.

You agree that the restrictions above are necessary to ensure the protection and continuity of the business and goodwill of SpartanNash, and that the restrictions are reasonable as to geography, duration and scope.

Other Terms and Conditions

Coordination with Other Agreements . This document sets forth the entire agreement between you and SpartanNash with respect to its subject matter, and merges and supersedes all prior discussions, negotiations, representations, proposals, agreements and understandings of every kind and nature between you and SpartanNash with respect to its subject matter; except that , this Agreement does not impair, diminish, restrict or waive any other restrictive covenant, nondisclosure obligation or confidentiality obligation you have to SpartanNash under any other agreement, policy, plan or program of SpartanNash, all of which remain in effect and constitute separate, enforceable obligations. You and SpartanNash represent that, in executing this Agreement, you and SpartanNash have not relied upon any representations or statements made, other than those set forth in this document, with regard to the subject matter, basis or effect of this Agreement.

Severability; “Blue Penciling .” If any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, then any such provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent allowed by applicable law and then so enforced. If any one or more of the provisions of this Agreement shall be held to

be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. A determination in any jurisdiction that this Agreement, in whole or in part, is invalid, illegal or unenforceable will not in any way affect or impair the validity, legality or enforceability of this Agreement in any other jurisdiction.

Waiver . SpartanNash’s failure to enforce any term, provision or covenant of this Agreement will not be construed as a waiver. Waiver by SpartanNash of any breach or default by you or any other person will not operate as a waiver of any other breach or default.

Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon SpartanNash, any successor organization which shall succeed to SpartanNash by acquisition, merger, consolidation or operation of law, or by acquisition of assets of SpartanNash and any assigns of SpartanNash. You may not assign your obligations under this Agreement.

Modification; Amendment . This Agreement may not be changed orally, but may be changed only in a writing signed by you and an officer of SpartanNash holding the title of Senior Vice President or any more senior position.

Governing Law . This Agreement shall be construed under and governed by the internal laws of the State of Michigan without regard to the application of any choice-of-law rules that would result in the application of another state’s laws. In any action brought by SpartanNash under or relating to this Agreement, you consent to exclusive jurisdiction and venue in the federal and state courts in, at the election of SpartanNash, (i) the State of Michigan and (ii) any state and county in which SpartanNash contends that you have breached this Agreement. In any action brought by you under or relating to this Agreement, SpartanNash consents to the exclusive jurisdiction and venue in the federal and state courts of the State of Michigan, County of Kent.

Relief . In addition, you agree that SpartanNash would suffer irreparable harm if you were to breach, or threaten to breach, your agreements in Section 3 above and that SpartanNash would by reason of such breach, or threatened breach, be entitled to injunctive relief in an appropriate court, without the need to post any bond, and you consent to the entry of injunctive relief prohibiting you from breaching your agreements in Section 3 above. You also agree that SpartanNash may claim and recover money damages in addition to injunctive relief. Furthermore, in the event you were to breach, or threaten to breach, any of your agreements in Section 3 above, any unvested or unpaid portion of the LTI Award will be forfeited.

EXHIBIT 10.5

2019 Annual Incentive Plan

This document sets forth the SpartanNash Company Annual Incentive Plan “AIP” for the 2019 fiscal year ending December 28, 2019 (“2019 Plan Year”).

1. Authority and Administration . This AIP is authorized and administered by the Compensation Committee of the Board of Directors of SpartanNash Company. This AIP will be administered under the Executive Cash Incentive Plan of 2015 for any Participant who was a “named executive officer” in the Company’s proxy statement or Annual Report on Form 10-K for fiscal 2018, or who was serving as Executive Vice President or any more senior position as of the end of the 90th day of fiscal 2019. For all other Participants, this AIP will be administered under the Cash Incentive Plan of 2010. This AIP will be subject to the terms and conditions of the applicable Plan (which are incorporated into this document by reference). If there is any conflict between the terms of the applicable Plan and this AIP, the terms of the applicable Plan will control. Capitalized terms not defined in this letter have the meanings given to them in the applicable Plan.

2. Target Award Amount. Each Participant’s threshold, target and maximum AIP award opportunity will be communicated to him or her separately in writing. AIP award opportunities will be expressed as a percentage of your 2019 taxable earnings. For the purposes of this AIP, “your 2019 taxable earnings” means an associate’s annual 2019 taxable earnings less bonuses and discretionary payments and taxable benefits.

3. Performance Metrics . No portion of an AIP award will be earned unless SpartanNash achieves the threshold level of performance of Adjusted Consolidated Net Earnings (“CNE”) ¹ . If the threshold level of adjusted CNE is achieved, each AIP award will be paid to the extent SpartanNash achieves at least the threshold level of performance for the applicable performance measurement, the Participant’s business unit achieves financial goals (as applicable), and the Participant achieves strategic goals (if any). In addition, the Participant must otherwise satisfy the requirements of this AIP and the applicable Plan. Each Participant will be notified in writing of the Performance Metrics s/he must achieve against.

4. Payout Scale for Corporate Metrics. For corporate performance metrics, AIP awards payouts will be earned according to the payout scales below. SpartanNash must achieve the threshold level of performance for CNE for any payout of any portion of an AIP award.


Performance level	Adj. Consolidated Net Earnings % of Budget	Payout % of Target
-	<80.0%	0.0%
Threshold	80.0%	10.0%
-	85.0%	32.5%
-	90.0%	55.0%
-	95.0%	77.5%
Target	100.0%	100.0%
-	104.0%	124.5%
-	108.0%	149.1%
-	112.0%	173.6%
Maximum	>=116.3%	200.0%


Performance level	Net Sales % of Budget	Payout % of Target
-	<95.00%	0.0%
Threshold	95.00%	20.0%
-	96.25%	40.0%
-	97.50%	60.0%
-	98.75%	80.0%
Target	100.00%	100.0%
-	101.25%	125.0%
-	102.50%	150.0%
-	103.75%	175.0%
Maximum	>=105.00%	200.0%

5. Business Unit and Strategic Goals. Each Participant may have a combination of Corporate Metrics, business unit financial goals, and strategic goals. For business unit and strategic goals, the Board of Directors will establish goals for the CEO; the CEO will establish goals for SVPs and EVPs, and SVPs/EVPs will establish goals for VP level associates and below. Target payouts and scales will vary by business unit and individual.

No business unit financial goals may be paid unless SpartanNash achieves the threshold level of performance CNE.

No strategic goals may be paid unless SpartanNash achieves at least to the 70% level of performance of CNE.

Any business unit or strategic goal will be capped at 200% maximum payout

Any strategic goal payout will be no more than 100 percentage points higher than the corporate financial performance payout.

6. Clawback . All payouts under the AIP are subject to the Company’s “clawback” policy for the recovery of incentive compensation.

7. Termination . Except as provided in any Employment Agreement or Executive Severance Agreement:

If an associate terminates employment during the 2019 Plan Year due to Retirement, Total Disability or death, then any earned portion of an AIP award will be prorated based on the number of weeks the associate was employed during the 2019 Plan Year.

Upon a change in control of the Company before the end of the 2019 Plan Year, associates will earn an incentive payout equal to the greater of the target award or the projected award, with the projected award to be determined by estimating the actual performance as of the end of the 2019 Plan Year based on actual performance in the 2019 Plan Year as of the date of the change in control. The amount of incentive payout will be prorated based on the number of completed weeks in the 2019 Plan Year prior to the change in control. If a change in control occurs after the end of the 2019 Plan Year but prior to payout, any earned incentive award would be paid no later than the 15th day of the third month following the change in control.

An associate whose employment is terminated as part of an involuntary reduction in force (“RIF”), or whose position is eliminated, is eligible to receive a prorated payout based on the termination date.

Plan Eligibility .

Associates must be hired or promoted into a full-time eligible role on or before October 1 of the 2019 Plan Year to be eligible for an AIP award opportunity.

Associates must be employed in a full-time eligible role on the last day of the 2019 Plan Year and, except as provided in Section 7(c) above, on the payout date to be eligible for an AIP award payout.

AIP awards will be prorated for participants who are promoted into an AIP eligible position after the beginning of the 2019 Plan Year and have a minimum of three months of plan participation. Proration is based on the number of weeks in the 2019 Plan Year the associate worked in an AIP eligible position. Working any day in a week will count towards proration for AIP purposes.

Associates who move from one AIP eligible position to another with a greater AIP target opportunity (or vice versa), or from an AIP eligible position to an ineligible position, will receive a prorated payout (if one is earned) that multiplies the target(s) times the number of weeks the associate worked in the position eligible for that target opportunity.

Associates on a non-FMLA leave will receive a prorated portion of any earned AIP award based on actual weeks worked during the 2019 Plan Year. Associates who are on any type of leave at the beginning of the 2019 Plan Year and who terminate employment prior to returning to work will not be eligible for an award.

Consolidated Net Earnings are adjusted for (a) asset write downs. (b) litigation or claim judgments or settlements, (c) changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary non recurring items as described in ASC 225-20 Presentation-Income Statement – Extraordinary and Unusual Items and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable fiscal year(s), (f) acquisitions, divestitures or accounting changes, (g) foreign exchange gains and losses, and (h) other special charges or extraordinary items.

Exhibit 31.1

CERTIFICATION

I, David M. Staples, certify that:

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

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

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

4. The registrant’s other certifying 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: May 22, 2019

/s/ David M. Staples

David M. Staples

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Mark E. Shamber, certify that:

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

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: May 22, 2019

/s/ Mark E. Shamber

Mark E. Shamber

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 31.3

CERTIFICATION

I, Tammy R. Hurley, certify that:

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

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: May 22, 2019

/s/ Tammy R. Hurley

Tammy R. Hurley

Vice President, Finance and Chief Accounting Officer

(Principal Accounting Officer)

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, each of the undersigned hereby certifies in his capacity as an officer of SpartanNash Company (the “Company”) that the Quarterly Report of the Company on Form 10-Q for the accounting period ended April 20, 2019 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: May 22, 2019		/s/ David M. Staples
		David M. Staples President and Chief Executive Officer (Principal Executive Officer)
Dated: May 22, 2019		/s/ Mark E. Shamber
		Mark E. Shamber Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Dated: May 22, 2019		/s/ Tammy R. Hurley
		Tammy R. Hurley Vice President, Finance and Chief Accounting Officer (Principal Accounting 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.