Company Overview - SpartanNash is a food solutions company that operates in two business segments: food wholesale and grocery retail [3] - The company employs approximately 20,000 associates and serves a diverse customer base, including independent and chain grocers, national retail brands, e-commerce platforms, and U.S. military commissaries [3] - SpartanNash distributes a wide range of products, including fresh produce, household goods, and its OwnBrands, such as the Our Family® portfolio [3] - The retail segment includes nearly 200 grocery stores under various banners, along with pharmacies and fuel centers [3] Transaction Details - SpartanNash is set to announce its financial results for the second quarter ending July 12, 2025, on August 14, 2025, but will not hold a quarterly earnings conference call due to the pending acquisition by C&S Wholesale Grocers [1][2] - The acquisition transaction is expected to close in late 2025, pending shareholder and regulatory approvals [2] Additional Information - SpartanNash has filed a definitive proxy statement with the SEC regarding the acquisition, urging investors to read the document for important information [5] - The company has provided resources for shareholders to access the proxy statement and other related documents through its website and the SEC [5]

Core Points - SpartanNash and the SpartanNash Foundation raised $330,000 through the annual Heroes fundraiser to support military families, Veterans, and communities in need [1][2][3] - The fundraiser took place from May 21 to June 23, uniting store guests and Associates across SpartanNash's retail footprint [2][3] - Each of the three nonprofit partners, Folds of Honor, Operation Homefront, and Convoy of Hope, will receive a donation of $110,000 [1][4] Company Overview - SpartanNash is a food solutions company operating in two business segments: food wholesale and grocery retail [8] - The company employs approximately 20,000 Associates and operates nearly 200 grocery stores under various banners, including Family Fare, Martin's Super Markets, and D&W Fresh Market [8][9] - SpartanNash's global supply chain network serves a diverse range of customers, including independent grocers, national retail brands, and U.S. military commissaries [8]

Core Viewpoint - Monteverde & Associates PC is investigating the fairness of SpartanNash Company's sale to C&S Wholesale Grocers for $26.90 per share in cash, raising questions about the deal's equity for shareholders [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Investigation - The investigation focuses on SpartanNash Company's sale to C&S Wholesale Grocers, questioning whether the cash offer of $26.90 per share is fair for shareholders [1]. - The firm encourages shareholders with concerns to reach out for additional information at no cost [3].

Core Viewpoint - The merger between C&S Wholesale Grocers and SpartanNash aims to enhance efficiency in serving customers and communities across the U.S., while making groceries more affordable for millions of Americans [1][2]. Transaction Details - C&S will acquire SpartanNash for $26.90 per share, totaling $1.77 billion, which includes assumed net debt. This represents a 52.5% premium over SpartanNash's closing price on June 20, 2025, and a 42.0% premium to its 30-day volume-weighted average stock price as of the same date [1][8]. - The transaction is expected to close in late 2025, pending shareholder and regulatory approvals [8]. Strategic Rationale - The combined company will operate nearly 60 distribution centers across the U.S. and serve close to 10,000 independent retail locations, along with over 200 corporate-run grocery stores [6]. - The merger is anticipated to create greater efficiency and scale, leading to lower prices for grocery shoppers, as the combined capabilities will enhance the supply chain and purchasing power [6]. - The merger aims to preserve accessible and affordable nutrition and pharmacy services in local communities, addressing issues such as pharmacy deserts and food deserts affecting a significant portion of the U.S. population [6][7]. Company Profiles - C&S Wholesale Grocers is a leader in supply chain solutions and wholesale grocery supply, servicing over 7,500 independent supermarkets and chain stores with more than 100,000 products [10]. - SpartanNash operates in food wholesale and grocery retail, serving a diverse customer base, including independent grocers and military commissaries, with nearly 200 grocery stores and pharmacies [11].

Financial Data and Key Metrics Changes - The company reported a record adjusted EBITDA of nearly $77 million for Q1, a 2.6% increase compared to the prior year [6][10][21] - Consolidated net sales increased by 3.7% to over $2.9 billion compared to $2.8 billion in Q1 2024 [7][20] - Adjusted EPS was $0.35 per diluted share, down from $0.53 in Q1 last year [21] Business Line Data and Key Metrics Changes - Retail segment sales grew by 19.6% to $947.2 million, driven by recent acquisitions and a 1.6% increase in comparable store sales [23][20] - Wholesale segment net sales were nearly $2 billion, with adjusted EBITDA increasing by 7.2% to $61.8 million [9][22] - Retail reported an operating loss of $14.3 million compared to a loss of $5.4 million in the prior year [24] Market Data and Key Metrics Changes - The military channel in the wholesale segment has shown consistent growth for 13 consecutive quarters [9] - The company experienced an 80 basis point headwind in comparable store sales due to weather-related disruptions [8][51] Company Strategy and Development Direction - The company is focusing on a cost leadership program expected to deliver $50 million in annual benefits, with $20 million anticipated in the current year [11][19] - The strategic plan aims to unlock the potential of the retail business, with initiatives improving operational excellence and shopper experience [12][16] - Expansion into the Hispanic food market is a key growth platform, with plans to open additional stores in the Midwest [15][33] Management's Comments on Operating Environment and Future Outlook - Management reaffirmed guidance for fiscal 2025 despite challenging market conditions, citing strong operating performance and transformational initiatives [25][17] - The company expects food at home inflation to be around 2% for the fiscal year, up from a previous expectation of 1% [27][73] Other Important Information - The company generated $25.8 million in cash from operating activities during the quarter, down from $36.5 million in Q1 2024 [24] - Liquidity at the end of the quarter was approximately $270 million, providing capacity for strategic growth plans [25] Q&A Session Summary Question: Expansion of Hispanic store format - The company currently has four Super Mercado stores in Omaha and plans to open more in the Midwest [33][34] Question: Performance of newly acquired stores - Newly acquired stores have shown strong performance, with double-digit growth in converted stores [38][41] Question: Cost leadership program impact - The company expects to deliver $20 million in benefits from the cost leadership program this year, with most benefits realized in the second half [45][46] Question: Retail profitability pressures - The ice storm and pharmacy impacts were significant factors affecting profitability in Q1 [53][55] Question: Competitive environment differences - The company noted similar promotional activities in both wholesale and retail segments, with a strong military business [60][61] Question: Food at home inflation expectations - The increase to 2% inflation is reflective of a gradual upward trend in the marketplace [72][74] Question: Impact of food stamp changes - The impact from food stamp changes was slightly negative in Q1, but not significantly amplified [86] Question: M&A activity outlook - The company remains active in exploring acquisition opportunities to maximize shareholder value [89]

Financial Data and Key Metrics Changes - The company reported a record adjusted EBITDA of nearly $77 million for Q1 2025, a 2.6% increase compared to Q1 2024's adjusted EBITDA of $74.9 million [6][21] - Consolidated net sales increased by 3.7% to over $2.9 billion compared to $2.8 billion in Q1 2024 [7][20] - Gross profit for the quarter rose to $481 million, representing 16.5% of net sales, up from 15.7% in the prior year [20] Business Line Data and Key Metrics Changes - Retail segment sales grew by 19.6% to $947.2 million, driven by recent acquisitions and a 1.6% increase in comparable store sales [23] - Wholesale segment net sales were nearly $2 billion, with military channel sales growing for 13 consecutive quarters, although there was softness in national accounts [9][22] - Retail adjusted EBITDA decreased to $15.1 million from $17.3 million in the prior year due to higher labor and occupancy costs [23] Market Data and Key Metrics Changes - The company experienced an 80 basis point headwind in comparable store sales due to temporary store closures from an ice storm [8][50] - Food at home inflation expectations were revised to 2% for the fiscal year, up from a previous expectation of 1% [28][72] Company Strategy and Development Direction - The company is focusing on a cost leadership program expected to deliver $50 million in annual benefits, with $20 million anticipated in the current year [11][19] - The strategic plan aims to unlock the potential of the retail business, with initiatives improving execution and enhancing the shopper experience [12][30] - Expansion plans include increasing capital deployment into store remodels, convenience store sector growth, and expanding the Hispanic food market footprint [14][15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving 2025 targets despite challenging market conditions, reaffirming yearly guidance [16][25] - The company noted that inflationary pressures are stable, with a slight upward trend in food prices [72] - Management highlighted the importance of adapting to consumer trends, including a focus on health and value [80][82] Other Important Information - The company generated $25.8 million in cash from operating activities during the quarter, down from $36.5 million in Q1 2024 [24] - Liquidity at the end of the quarter was approximately $270 million, providing capacity for strategic growth plans [25] Q&A Session Summary Question: Expansion of Hispanic store format - The company currently has four Super Mercado stores in Omaha and plans to open two to three more in the Midwest this year [33][34] Question: Performance of newly acquired stores - Newly acquired Hispanic stores have shown strong performance, leading in both top and bottom line metrics [38] Question: Cost leadership program details - The cost leadership program is expected to deliver $20 million in benefits this year, with most impacts seen in the second half [45][46] Question: Retail profitability pressures in Q1 - The ice storm and pharmacy-related pressures significantly impacted profitability, with losses estimated between $1 million to $2 million due to spoilage [52][54] Question: Competitive environment differences - The company noted similar promotional activities in both wholesale and retail segments, with a strong military business performance [58][61] Question: Food at home inflation expectations - The increase to a 2% inflation expectation reflects a gradual upward trend in the marketplace [72][73] Question: Impact of food stamp changes - The impact from changes in food stamps was slightly negative in Q1, but not significantly amplified due to a low proportion of shoppers using SNAP [85] Question: M&A activity outlook - The company remains open to acquisition opportunities, actively seeking both smaller tuck-in acquisitions and larger opportunities [87]

Group 1 - Spartan Stores reported quarterly earnings of $0.35 per share, missing the Zacks Consensus Estimate of $0.46 per share, and down from $0.53 per share a year ago, representing an earnings surprise of -23.91% [1] - The company posted revenues of $2.91 billion for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 1.35% and up from $2.81 billion year-over-year [2] - Over the last four quarters, Spartan Stores has surpassed consensus EPS estimates two times and topped consensus revenue estimates two times [2] Group 2 - The stock's immediate price movement will depend on management's commentary on the earnings call and the sustainability of earnings expectations [3][4] - Spartan Stores shares have increased approximately 6.3% since the beginning of the year, outperforming the S&P 500's gain of 0.1% [3] - The current consensus EPS estimate for the coming quarter is $0.52 on revenues of $2.29 billion, and for the current fiscal year, it is $1.77 on revenues of $9.9 billion [7] Group 3 - The Zacks Industry Rank for Food - Natural Foods Products is currently in the top 24% of over 250 Zacks industries, indicating a favorable outlook for the industry [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5] - The estimate revisions trend for Spartan Stores is mixed, resulting in a Zacks Rank 3 (Hold) for the stock, suggesting it is expected to perform in line with the market in the near future [6]

First Quarter 2025 Supplemental Financial Information May 29, 2025 1 General Disclaimer Forward-Looking Statements The matters discussed in this presentation, in the Company's press releases, and in the Company's website-accessible conference calls with analysts include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), about the plans, strategies, objectives, goals or ...

[First Quarter Fiscal 2025 Performance Highlights](index=1&type=section&id=First%20Quarter%20Fiscal%202025%20Performance%20Highlights) SpartanNash achieved a 3.7% net sales increase to $2.91 billion and record Adjusted EBITDA of $76.9 million in Q1 2025, despite a decline in net earnings due to higher expenses - CEO Tony Sarsam highlighted the strong start to 2025, citing **record adjusted EBITDA**, **strong Wholesale margins**, **positive comparable store sales**, and **increased sales from recent Retail acquisitions** as key achievements for the quarter[3](index=3&type=chunk) Q1 2025 Key Financial Metrics (vs. Q1 2024, in millions, except EPS) | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $2,910 | $2,810 | +3.7% | | Net Earnings | $2.1 | $13.0 | -83.8% | | Diluted EPS | $0.06 | $0.37 | -83.8% | | Adjusted EBITDA | $76.9 | $74.9 | +2.7% | | Adjusted EPS | $0.35 | $0.53 | -34.0% | - The decrease in net earnings was attributed to planned increases in depreciation and amortization, organizational realignment expenses, and higher Retail store wages, partially offset by improved Wholesale gross margin rates and lower restructuring charges[6](index=6&type=chunk) - The company returned **$8.0 million** to shareholders through dividends during the first quarter[6](index=6&type=chunk) [Fiscal 2025 Outlook](index=1&type=section&id=Fiscal%202025%20Outlook) SpartanNash reaffirms its fiscal 2025 guidance, projecting net sales of $9.8-$10.0 billion and Adjusted EBITDA of $263-$278 million Fiscal 2025 Guidance (53 Weeks, in millions, except EPS) | Metric | Low | High | | :--- | :--- | :--- | | Total net sales | $9,800 | $10,000 | | Adjusted EBITDA | $263 | $278 | | Adjusted EPS | $1.60 | $1.85 | | Capital expenditures and IT capital | $150 | $165 | - The fiscal 2025 Adjusted EPS guidance incorporates an approximate **$0.30 negative impact** from higher non-cash expenses (primarily depreciation and amortization) and incremental interest costs related to recent acquisitions and investments[7](index=7&type=chunk) - The 53rd week in fiscal 2025 is expected to contribute approximately **$0.2 billion** in net sales, **$4.0 million** in adjusted EBITDA, and **$0.06** in adjusted EPS[7](index=7&type=chunk) [Segment Performance Analysis](index=6&type=section&id=Segment%20Performance%20Analysis) Retail net sales grew 19.6% to $947.2 million in Q1 2025, driven by acquisitions, while Wholesale net sales declined 2.6% to $1.96 billion Q1 2025 Segment Results (vs. Q1 2024, in millions) | Segment | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | :--- | | **Wholesale** | Net Sales | $1,962.4 | $2,014.0 | | | Operating Earnings | $33.2 | $36.0 | | **Retail** | Net Sales | $947.2 | $792.2 | | | Operating Loss | $(14.3) | $(5.4) | - Wholesale net sales declined primarily due to reduced case volumes with national accounts customers and the elimination of intercompany sales to newly acquired stores, though partially offset by higher military channel sales[6](index=6&type=chunk) - Retail net sales growth was driven by incremental sales from acquired stores, complemented by a **1.6% increase** in comparable store sales[6](index=6&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) Consolidated financial statements show 3.7% net sales growth but lower net earnings, with stable assets and decreased operating cash flow [Condensed Consolidated Statements of Earnings](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20EARNINGS) Net sales grew to $2.91 billion in Q1 2025, but higher expenses reduced operating earnings to $19.0 million and net earnings to $2.1 million Q1 2025 Statement of Earnings Highlights (in thousands) | Line Item | 16 Weeks Ended April 19, 2025 | 16 Weeks Ended April 20, 2024 | | :--- | :--- | :--- | | Net sales | $2,909,624 | $2,806,263 | | Gross profit | $481,494 | $440,344 | | Operating earnings | $18,961 | $30,616 | | Net earnings | $2,080 | $12,971 | | Diluted EPS | $0.06 | $0.37 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of April 19, 2025, total assets were $2.58 billion, with total liabilities at $1.84 billion and shareholders' equity at $739.5 million Balance Sheet Summary (in thousands) | Account | April 19, 2025 | December 28, 2024 | | :--- | :--- | :--- | | Total current assets | $1,098,616 | $1,091,811 | | Total assets | $2,580,576 | $2,602,296 | | Total current liabilities | $662,597 | $695,239 | | Total liabilities | $1,841,039 | $1,858,806 | | Total shareholders' equity | $739,537 | $743,490 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash from operating activities decreased to $25.8 million in Q1 2025, resulting in a $1.6 million net decrease in cash and equivalents Cash Flow Summary (in thousands) | Cash Flow Activity | 16 Weeks Ended April 19, 2025 | 16 Weeks Ended April 20, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $25,828 | $36,463 | | Net cash used in investing activities | $(36,960) | $(38,104) | | Net cash provided by financing activities | $9,532 | $2,645 | | Net (decrease) increase in cash | $(1,600) | $1,004 | [Non-GAAP Financial Measures and Reconciliations](index=6&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Reconciliations) SpartanNash uses non-GAAP measures like Adjusted EBITDA and Adjusted EPS to clarify operational performance, with Q1 2025 Adjusted EBITDA at $76.9 million - The company uses non-GAAP measures like Adjusted EBITDA and Adjusted EPS to assess performance, allocate resources, and provide investors with a better understanding of underlying business trends by excluding non-operational or non-core items[22](index=22&type=chunk)[24](index=24&type=chunk) [Reconciliation to Adjusted EBITDA](index=8&type=section&id=Table%202%3A%20Reconciliation%20of%20Net%20Earnings%20to%20Adjusted%20Earnings%20Before%20Interest%2C%20Taxes%2C%20Depreciation%20and%20Amortization%20%28Adjusted%20EBITDA%29) Adjusted EBITDA for Q1 2025 increased to $76.9 million, reconciled from net earnings by adding back key non-cash and non-recurring items Adjusted EBITDA Reconciliation Highlights (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net earnings | $2,080 | $12,971 | | Depreciation and amortization | $36,843 | $30,646 | | LIFO expense | $4,634 | $2,020 | | Acquisition and integration, net | $3,840 | $327 | | Organizational realignment, net | $4,617 | $306 | | **Adjusted EBITDA** | **$76,864** | **$74,895** | [Reconciliation to Adjusted EPS](index=9&type=section&id=Table%203%3A%20Reconciliation%20of%20Net%20Earnings%20to%20Adjusted%20Earnings%20from%20Continuing%20Operations%2C%20as%20well%20as%20per%20diluted%20share%20%28adjusted%20EPS%29) Adjusted EPS for Q1 2025 was $0.35, adjusted from net earnings for LIFO expense, acquisition costs, and organizational realignment charges Adjusted EPS Reconciliation Highlights (in thousands, except per share) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net earnings | $2,080 | $12,971 | | Total adjustments, net of taxes | $9,880 | $5,509 | | **Adjusted earnings from continuing operations** | **$11,960** | **$18,480** | | **Adjusted EPS** | **$0.35** | **$0.53** | [Other Reconciliations](index=10&type=section&id=Other%20Reconciliations) Net long-term debt increased to $757.1 million with a 2.9x debt-to-Adjusted EBITDA ratio, and capital expenditures were $34.6 million - Net long-term debt stood at **$757.1 million** as of April 19, 2025, with a net long-term debt to adjusted EBITDA ratio of **2.9** for the rolling 52-week period[36](index=36&type=chunk) - Capital expenditures and IT capital, a non-GAAP measure combining property purchases with cloud computing development spend, was **$34.6 million** for Q1 2025, compared to **$44.1 million** for Q1 2024[38](index=38&type=chunk)

Core Insights - SpartanNash reported a sales growth of 3.7% in the first quarter of fiscal 2025, with net sales reaching $2.91 billion, driven by a 19.6% increase in the Retail segment [7][2] - The company reaffirmed its fiscal 2025 guidance, projecting total net sales between $9.8 billion and $10 billion [6][2] - Adjusted EBITDA for the quarter was $76.9 million, an increase from $74.9 million in the previous year, reflecting operational improvements [7][2] Financial Performance - Net sales increased to $2.91 billion, with the Retail segment contributing $947.2 million, a 19.6% increase, while the Wholesale segment saw a decrease of 2.6% to $1.96 billion [7][2] - Net earnings were reported at $2.1 million, or $0.06 per diluted share, down from $13 million, or $0.37 per diluted share, in the prior year [7][2] - Adjusted EPS decreased to $0.35 from $0.53 year-over-year, impacted by increased depreciation and organizational realignment expenses [7][2][26] Operational Highlights - The company achieved record adjusted EBITDA, attributed to strong Wholesale margins and positive comparable store sales [2][7] - Cash generated from operating activities was $25.8 million, down from $36.5 million in the previous year [7][2] - Capital expenditures and IT capital totaled $34.6 million, a decrease from $44.1 million year-over-year [7][2] Strategic Outlook - SpartanNash's strategic initiatives are expected to continue driving growth, with confidence in achieving the 2025 guidance [2][6] - The company anticipates that the additional 53rd week in fiscal 2025 will contribute approximately $0.2 billion in net sales and $4 million in adjusted EBITDA [8][6] - The focus on operational excellence and recent retail acquisitions is expected to enhance performance in the upcoming quarters [2][6]