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

FORM 10-Q

x

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

 

 

 

For the quarterly period ended June 18,September 10, 2005.

OR

o

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

SPARTAN STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Michigan
(State or Other Jurisdiction
of Incorporation or Organization)

38-0593940
(I.R.S. Employer
Identification No.)

 

 

850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan

(Address of Principal Executive Offices)



49518
(Zip Code)

 

 

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

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   X   

 

No       

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act).

 

Yes  X   

 

No       

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act)

Yes 

No X

As of July 15,October 7, 2005 the registrant had 20,810,30320,814,593 outstanding shares of common stock,Common Stock, no par value.






FORWARD-LOOKING STATEMENTS

          The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements"forward-looking statements" about the plans, strategies, objectives, goals or expectations of Spartan Stores, Inc. (together with its subsidiaries, "Spartan Stores"). These forward-looking statements are identifiable by words or phrases indicating that Spartan Stores or management "expects," "anticipates," "projects," "plans," "believes," "estimates," "intends," is "optimistic" or "confident" that a particular occurrence "will," "may," "could," "should" or "will likely" result or that a particular event "will," "may," "could," "should" or "will likely" occur in the future, that the "outlook" or "trend" is toward a particular result or occurrence, or similarly stated expectations. Accounting estimates, such as those described under the heading "Critical Accounting Policies" in Item 2 of this Form 10-Q, are inherently forward-looking. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report.

          In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, Spartan Stores' Annual Report on Form 10-K for the year ended March 26, 2005 and other periodic reports filed with the Securities and Exchange Commission, there are many important factors that could cause actual results to differ materially. Our ability to strengthen our retail-store performance; sustain sales growth;maintain or grow sales; maintain or increase gross margin; maintain and improve customer and supplier relationships; successfully realize expected benefits of new relationships; realize growth opportunities; expand our customer base; anticipate and successfully respond to openings of competitors'; reduce operating costs; sell on favorable terms assets classified as held for sale; generate cash; continue to meet the terms of our debt covenants; and implement the other programs, plans, strategies, objectives, goals or expectationsexpectation s described in this Quarterly Report, our press releases and our public comments will be affected by changes in economic conditions generally or in the markets and geographic areas that we serve, adverse effects of the changing food and dis tributiondistribution industries and other factors including, but not limited to, those discussed below.

          Anticipated future sales are subject to competitive pressures from many sources. Our RetailGrocery Distribution and Grocery DistributionRetail businesses compete with many supercenters, warehouse discount stores, supermarkets, supercenters, pharmacies and product manufacturers. Future sales will be dependent on the number of retail stores that we own and operate, our ability to retain and add to the retail stores to whom we distribute, competitive pressures in the retail industry generally and our geographic markets specifically and our ability to successfully implement effective new marketing and merchandising programs. Competitive pressures in these and other business segments may result in unexpected reductions in sales volumes, product prices or service fees.

          Our operating and administrative expenses may be adversely affected by unexpected costs associated with, among other factors: difficulties in the operation of our business segments; future business acquisitions; adverse effects on business relationships with independent retail grocery store customers; difficulties in the retention or hiring of employees; labor shortages, stoppages or disputes; business and asset divestitures; increased transportation or fuel costs; current or future lawsuits and administrative proceedings; and losses of, or financial difficulties of, customers or suppliers. Our future costs for pension and postretirement benefit costs may be adversely affected by changes in actuarial assumptions and methods, investment return and the composition of the group of employees and retirees covered.covered, changes in our business that result in a withdrawal liability under multi-employer plans, and the actions and contributions of other employers who participate in mu lti-employer plans to which we contribute. Our operating and administrative expenses, net earnings and cash flow could also be adversely affected by changes in our sales mix. Our ongoing cost reduction initi ativesinitiatives and changes in our marketing and merchandising programs may not be as successful as we anticipate. Acts of terrorism or war have in the past and may in the future result in considerable economic and political uncertainties that could have adverse effects on consumer buying behavior, fuel costs, shipping and transportation, product imports and other factors affecting our company and the grocery industry generally. Our asset impairment and exit cost provisions are estimates and actual costs may be more or less than these estimates.

          Our future interest expense and income also may differ from current expectations, depending upon, among other factors: the amount of additional borrowings; changes in our borrowing agreements; changes in the interest rate environment; and changes in the amount of fees received or paid. The availability of our secured loan agreement depends on compliance with the terms of the loan agreement.

          This section is intended to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all economic, competitive, governmental, technological and other factors that could adversely affect our expected consolidated financial position, results of operations or liquidity. Other risk factors exist and new risk factors may emerge at any time. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictions of future results. We undertake no obligation to update or revise our forward-looking statements to reflect developments that occur or information obtained after the date of this Quarterly Report.


- -2-


PART I
FINANCIAL INFORMATION

ITEM 1.

Financial Statements

SPARTAN STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)
(Unaudited)


Assets

June 18,
2005


 

March 26,
2005


 

September 10,
2005


 

March 26,
2005


 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

13,367

 

$

14,880

 

$

13,494

 

$

14,880

 

Accounts receivable, net

 

45,785

 

 

43,445

 

 

42,468

 

 

43,445

 

Inventories, net

 

93,150

 

 

95,988

 

 

98,544

 

 

95,988

 

Prepaid expenses and other current assets

 

6,411

 

 

7,884

 

 

6,437

 

 

7,884

 

Deferred taxes on income

 

5,384

 

 

5,396

 

 

5,158

 

 

5,396

 

Property and equipment held for sale

 


5,566


 

 


3,855


 

 


5,566


 

 


3,855


 

Total current assets

 

169,663

 

 

171,448

 

 

171,667

 

 

171,448

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

72,315

 

 

72,315

 

 

72,465

 

 

72,315

 

Deferred taxes on income

 

17,489

 

 

18,680

 

 

14,092

 

 

18,680

 

Other, net

 


12,407


 

 


13,135


 

 


13,175


 

 


13,135


 

Total other assets

 

102,211

 

 

104,130

 

 

99,732

 

 

104,130

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 


105,528


 

 


108,879


 

 


106,702


 

 


108,879


 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$


377,402


 

$


384,457


 

$


378,101


 

$


384,457


 

 

 

 

 

 

 

 

 

 

 

 

 


Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

87,264

 

$

82,391

 

$

88,687

 

$

82,391

 

Accrued payroll and benefits

 

23,084

 

 

30,775

 

 

24,212

 

 

30,775

 

Insurance reserves

 

5,371

 

 

5,371

 

Other accrued expenses

 

21,547

 

 

19,805

 

 

24,990

 

 

25,176

 

Current maturities of long-term debt

 


2,817


 

 


2,848


 

 


1,624


 

 


2,848


 

Total current liabilities

 

140,083

 

 

141,190

 

 

139,513

 

 

141,190

 

 

 

 

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

15,960

 

 

16,814

 

 

13,315

 

 

16,814

 

Postretirement benefits

 

9,663

 

 

9,097

 

 

9,773

 

 

9,097

 

Long-term debt

 

83,321

 

 

91,946

 

 

79,914

 

 

91,946

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, voting, no par value; 50,000 shares
authorized; 20,801 and 20,524 shares outstanding

 


121,254

 

 


118,144

 

Common stock, voting, no par value; 50,000 shares
authorized; 20,812 and 20,524 shares outstanding

 


121,501

 

 


118,144

 

Preferred stock, no par value, 10,000
shares authorized; no shares outstanding

 


- -

 

 


- -

 

 


- -

 

 


- -

 

Deferred stock-based compensation

 

(3,516

)

 

(719

)

 

(3,405

)

 

(719

)

Accumulated other comprehensive loss

 

(203

)

 

(203

)

 

(203

)

 

(203

)

Retained earnings

 


10,840


 

 


8,188


 

Retained Earnings

 


17,693


 

 


8,188


 

Total shareholders' equity

 


128,375


 

 


125,410


 

 


135,586


 

 


125,410


 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

$


377,402


 

$


384,457


 

$


378,101


 

$


384,457


 

See accompanying notes to consolidated financial statements.



- -3-


SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)
(Unaudited)

 

12 Weeks Ended


 

12 Weeks Ended


 

24 Weeks Ended


 

 

June 18,
2005


 

June 19,
2004


 

September 10,
2005


 

September 11,
2004


 

September 10,
2005


 

September 11,
2004


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

459,320

 

$

474,325

 

$

485,541

 

$

486,701

 

$

944,861

 

$

961,026

 

Cost of goods sold

 

 


373,513


 

 


388,425


 

Cost of sales

 


391,995


 

 


391,610


 

 


765,508


 

 


780,035


 

Gross margin

 

 

85,807

 

 

85,900

 

 

93,546

 

95,091

 

179,353

 

180,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 


79,809


 

 


81,023


 

 


81,303


 

 


81,845


 

 


161,112


 

 


162,868


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating earnings

 

 

5,998

 

 

4,877

 

 

12,243

 

13,246

 

18,241

 

18,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income and expenses:

 

 

 

 

 

 

 

Other income and expenses

 

 

 

 

 

 

 

 

 

Interest expense

 

 

1,769

 

 

2,292

 

 

1,763

 

2,277

 

3,532

 

4,569

 

Interest income

 

 

(56

)

 

(47

)

Other, net

 

 


4


 

 


18


 

 


(3


)


 


58


 

 


(55


)


 


29


 

Total other income and expenses

 

 


1,717


 

 


2,263


 

 


1,760


 

 


2,335


 

 


3,477


 

 


4,598


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes and discontinued operations

 

 

4,281

 

 

2,614

 

 


10,483

 


10,911

 


14,764

 


13,525

 

Income taxes

 

 


1,466


 

 


915


 

 


3,415


 

 


3,817


 

 


4,881


 

 


4,732


 

Earnings from continuing operations

 

 

2,815

 

 

1,699

 

 

7,068

 

7,094

 

9,883

 

8,793

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of taxes

 


(215


)


 


(143


)


 

 


(378


)


 


(289


)


Net earnings

 

$


2,652


 

$


1,553


 

$


6,853


 

$


6,951


 

$


9,505


 

$


8,504


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

.14

 

$

0.08

 

$

0.34

 

$

0.35

 

$

0.48

 

$

0.43

 

Loss from discontinued operations

 

 


(.01


)


 


(0.00


)


 


(0.01


)


 


(0.01


)


 

 


(0.02


)


 


(0.01


)


Net earnings

 

$


.13


 

$


0.08


 

$


0.33


 

$


0.34


 

$


0.46


 

$


0.42


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

.13

 

$

0.08

 

$

0.33

 

$

0.35

 

$

0.47

 

$

0.42

 

Loss from discontinued operations

 

 


(.01


)


 


(0.00


)


 


(0.01


)


 


(0.01


)


 

 


(0.02


)


 


(0.01


)


Net earnings

 

$


.12


 

$


0.08


 

$


0.32


 

$


0.34


 

$


0.45


 

$


0.41


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

20,636

 

 

20,253

 

 

20,808

 

20,468

 

20,722

 

20,361

 

Diluted

 

 

21,252

 

 

20,468

 

 

21,437

 

20,694

 

21,338

 

20,572

 

See accompanying notes to consolidated financial statements.



- -4-


SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTSSTATEMENT OF SHAREHOLDERS' EQUITY

(In thousands)
(Unaudited)



Shares
Outstanding


 



Common
Stock


 


Deferred
Stock-Based
Compensation


 

Accumulated
Other
Comprehensive
Loss


 

(Accumulated
Deficit)
Retained
Earnings


 




Total


 



Shares
Outstanding


 



Common
Stock


 


Deferred
Stock-Based
Compensation


 

Accumulated
Other
Comprehensive
Loss


 

(Accumulated
Deficit)
Retained
Earnings


 




Total


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 28, 2004

20,092

 

$

116,666

 

$

(179

)

$

(182

)

$

(10,638

)

$

105,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 27, 2005

20,524

 

$

118,144

 

$

(719

)

$

(203

)

$

8,188

 

$

125,410

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings for fiscal 2005

-

 

-

 

 

-

 

 

-

 

18,826

 

18,826

 

Minimum pension liability adjustment


-


 

-


 

 

-


 

 

(21


)


 

-


 

 


(21


)


Total comprehensive income

-

 

-

 

 

-

 

 

-

 

-

 

18,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuances of common stock

209

 

748

 

 

 

 

-

 

-

 

748

 

Issuances of restricted stock

248

 

811

 

 

(811

)

 

-

 

-

 

-

 

Cancellations of restricted stock

(25

)

 

(81

)

 

81

 

 

-

 

-

 

-

 

Amortization of restricted stock

-


 

 


-


 

 


190


 

 


-


 

 


-


 

 


190


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 26, 2005

20,524

 

118,144

 

 

(719

)

 

(203

)

 

8,188

 

125,410

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income, net of tax-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings for fiscal 2006

-

 

-

 

 

-

 

 

-

 

2,652

 

2,652

 

-

 

-

 

-

 

 

-

 

9,505

 

9,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuances of common stock

27

 

218

 

 

 

 

-

 

-

 

218

 

38

 

305

 

-

 

 

-

 

-

 

305

 

Issuances of restricted stock

252

 

2,900

 

 

(2,900

)

 

-

 

-

 

-

 

252

 

3,060

 

(3,060

)

 

-

 

-

 

-

 

Cancellations of restricted stock

(2

)

 

(8

)

 

8

 

 

-

 

-

 

-

 

(2

)

 

(8

)

 

8

 

 

-

 

-

 

-

 

Amortization of restricted stock

-


 

 


-


 

 


95


 

 


-


 

 


-


 

 


95


 

-


 

 


-


 

 


366


 

 


-


 

 


-


 

 


366


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - June 18, 2005


20,801


 

$


121,254


 

$


(3,516


)


$


(203


)


$


10,840


 

$


128,375


 

Balance - September 10, 2005


20,812


 

$


121,501


 

$


(3,405


)


$


(203


)


$


17,693


 

$


135,586


 

See accompanying notes to consolidated financial statements.





- -5-


SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

12 Weeks Ended


 

24 Weeks Ended


 

June 18,
2005


 

June 19,
2004


 

September 10,
2005


 

September 11,
2004


 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

$

2,652

 

$

1,553

 

$

9,505

 

$

8,504

 

Loss from discontinued operations

 


163


 

 


146


 

 


378


 

 


289


 

Earnings from continuing operations

 

2,815

 

 

1,699

 

 

9,883

 

 

8,793

 

Adjustments to reconcile net earnings to net cash

 

 

 

 

 

 

 

 

 

 

 

 

provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

5,218

 

 

5,679

 

 

10,154

 

 

10,846

 

Postretirement benefits

 

566

 

 

549

 

 

676

 

 

1,045

 

Deferred taxes on income

 

1,196

 

 

839

 

 

4,786

 

 

4,559

 

Restricted stock amortization

 

366

 

 

76

 

Other

 

496

 

 

-

 

 

440

 

 

78

 

Change in operating assets and liabilities:

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

(2,382

)

 

(2,910

)

 

951

 

 

(3,130

)

Inventories

 

2,838

 

 

5,377

 

 

(2,556

)

 

5,085

 

Prepaid expenses and other assets

 

1,377

 

 

(1,172

)

 

(21

)

 

2,601

 

Accounts payable

 

5,090

 

 

15,017

 

 

5,072

 

 

6,656

 

Accrued payroll and benefits

 

(7,630

)

 

(3,696

)

 

(6,379

)

 

(1,575

)

Insurance reserves

 

(115

)

 

(155

)

Other accrued expenses and other liabilities

 


1,637


 

 


1,786


 

 


(997


)


 


(2,256


)


Net cash provided by operating activities

 

11,106

 

 

23,013

 

 

22,375

 

 

32,778

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(3,487

)

 

(4,517

)

 

(9,151

)

 

(8,210

)

Net proceeds from the sale of assets

 

-

 

 

67

 

 

10

 

 

89

 

Other

 


302


 

 


104


 

 


384


 

 


288


 

Net cash used in investing activities

 

(3,185

)

 

(4,346

)

 

(8,757

)

 

(7,833

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Net payments on revolver

 

(8,268

)

 

(17,871

)

 

(11,301

)

 

(20,733

)

Repayment of long-term debt

 

(369

)

 

(825

)

 

(1,446

)

 

(1,607

)

Proceeds from sale of common stock

 


218


 

 


460


 

 


305


 

 


562


 

Net cash used in financing activities

 

(8,419

)

 

(18,236

)

 

(12,442

)

 

(21,778

)

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in discontinued operations

 


(1,015


)


 


(1,033


)


 


(2,562


)


 


(2,555


)


 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(1,513

)

 

(602

)

Net (decrease) increase in cash and cash equivalents

 

(1,386

)

 

612

 

Cash and cash equivalents at beginning of period

 


14,880


 

 


12,838


 

 


14,880


 

 


12,838


 

Cash and cash equivalents at end of period

$


13,367


 

$


12,236


 

$


13,494


 

$


13,450


 

See accompanying notes to consolidated financial statements.



- -6-


SPARTAN STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1
Basis of Presentation and Significant Accounting Policies

The Consolidated Financial Statements include the accounts of Spartan Stores, Inc. and its subsidiaries ("Spartan Stores"). All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the accompanying consolidated financial statements, taken as a whole, contain all adjustments, which are of a normal recurring nature, necessary to present fairly the financial position of Spartan Stores as of June 18,September 10, 2005 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.

Stock-Based Compensation
Spartan Stores has a stock incentive plan, which is more fully described in Note 10 of the 2005 Annual Report on Form 10-K. Spartan Stores accounts for the plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No stock-based compensation cost for stock options is reflected in the Consolidated Statements of Earnings, for stock options, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net earnings and earnings per share as if Spartan Stores had applied the fair value recognition principles of Statement of Financial Accounting Standards Statement No. 123, "Accounting for Stock-Based Compensation," to stock options granted to employees:

(In thousands, except per share data)

 

12 Weeks Ended


 

 

September 10,
2005


 

September 11,
2004


 

 

 

 

 

 

 

 

Net earnings, as reported

$

6,853

 

$

6,951

 

Deduct: Total stock-based employee compensation expense
   determined under fair value based method for all awards, net of
   related tax effects



 




(89




)




 




(71




)


 

 

 

 

 

 

 

Pro forma net earnings

$


6,764


 

$


6,880


 

 

 

 

 

 

 

 

Basic earnings per share - as reported

$

0.33

 

$

0.34

 

Basic earnings per share - pro forma

 

0.33

 

 

0.34

 

 

 

 

 

 

 

 

Diluted earnings per share - as reported

$

0.32

 

$

0.34

 

Diluted earnings per share - pro forma

 

0.32

 

 

0.33

 




-7-

12 Weeks Ended


 

24 Weeks Ended


 

June 18,
2005


 

June 19,
2004


 

September 10,
2005


 

September 11,
2004


 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings, as reported

$

2,652

 

$

1,553

 

$

9,505

 

$

8,504

 

Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net of
related tax effects



 




(80




)




 




(92




)




 




(169




)




 




(163




)


 

 

 

 

 

 

 

 

 

 

 

 

Pro forma net earnings

$


2,572


 

$


1,461


 

$


9,336


 

$


8,341


 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share - as reported

$

0.13

 

$

0.08

 

$

0.46

 

$

0.42

 

Basic earnings per share - pro forma

 

0.12

 

 

0.07

 

 

0.45

 

 

0.41

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share - as reported

$

0.12

 

$

0.08

 

$

0.45

 

$

0.41

 

Diluted earnings per share - pro forma

 

0.12

 

 

0.07

 

 

0.44

 

 

0.41

 

Reclassifications
Certain reclassifications have been made to the fiscal 2005 consolidated financial statements to conform to the fiscal 2006 presentation.



- -7-


Note 2
New Accounting Standards

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123(R), "Share-Based Payment" that will require compensation costs related to share-based payment transactions to be recognized in the consolidated financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides services in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123, and supercedes APB Opinion No. 25. This Statement becomes effective for Spartan Stores at the beginning of fiscal 2007. Spartan Stores expects that the impact of adopting SFAS No. 123(R) will be consistent with the pro forma expense that has been previously disclosed, adjusted for future grants, cancellations and exercises of stock options in accordance with the Statement.

In June 2005, the Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 05-6, "Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination" ("EITF 05-6"). EITF 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of acquisition. EITF 05-6 also requires that leasehold improvements that are placed in service significantly after and not contemplated at or near the beginning of the lease term be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date the leasehold improvements are purchased. EITF 05-6 is effective for Spartan Stores' fiscal quarter beginning September 11, 2005. The impact of EITF 05-6 is not expected to have a material effect on Spartan Stores' consolidated financial statements.




- -8-


Note 3
Discontinued Operations

Spartan Stores' former convenience distribution operations, insurance operations and certain of its retail, grocery distribution and real estate operations have been recorded as discontinued operations. Results of the discontinued operations are excluded from the accompanying notes to the consolidated financial statements for all periods presented, unless otherwise noted.

Discontinued operations had no sales during the quarterssecond quarter and year-to-date periods ended June 18,September 10, 2005 and June 19,September 11, 2004. The operating losses of $.2 millionin discontinued operations for the second quarters ended September 10, 2005 and September 11, 2004 of $0.3 million and $0.2 million were partially offset by an income tax benefitbenefits of $.1$0.1 million for both periods. The operating losses in discontinued operations for the year-to-date periods ended September 10, 2005 and 2004.September 11, 2004 of $0.6 million and $0.5 million were partially offset by income tax benefits of $0.2 million for both periods.

Total assets of discontinued operations decreased from $6.1 million at March 26, 2005 to $6.0$5.9 million at June 18,September 10, 2005. Total liabilities of discontinued operations decreased from $14.4 million at March 26, 2005 to $14.0$12.2 million at September 10, 2005.

Spartan Stores anticipates that it will be subject to a partial withdrawal liability from a multi-employer pension plan related to the 2003 closures of certain of its discontinuedFood Town stores when a final determination is made after June 18, 2005.30, 2006. Recent estimates provided by the trustees of the multi-employer pension plan indicate that there will be an underfunded liability which we believe to have resulted from a change in actuarial assumptions, investment performance, other employers' withdrawals, or a combination of these factors, occurring subsequent to the closure of these stores. Spartan Stores intends to challenge such a determination prior to settling the partial withdrawal liability when assessed after June 2006. At this time the amount of the liability is not reasonably estimable, however, Spartan Stores does not expect it will exceed $2.0 million. No provision for this potential liability has been included in the accompanying consolidated financial statements due to the inability t o reasonably estimate the amount.

Note 4
Exit Costs

The following table provides the activity of exit costs for fiscal year 2005 and the first quarter of fiscal 2006.twenty-four weeks ended September 10, 2005. Exit costs recorded in the Consolidated Balance Sheets are included in Other accrued expenses in current liabilities and Other long-term liabilities based on when the obligations are expected to be paid.

(In thousands)

 

Lease and
Ancillary Costs


 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 28, 2004

$

18,338

 

 

 

 

 

Provision for lease and related ancillary costs, net of estimated
   sublease recoveries

 


1,400


(a)

 

 

 

 

Provision for pension withdrawal liability

 

1,700

(b)

 

 

 

 

Payments, net of interest accretion

 


(5,918


)


 

 

 

 

Balance at March 26, 2005

$

15,520

 

 

 

 

 

Payments, net of interest accretion

 


(653


)


 

 

 

 

Balance at June 18, 2005

$


14,867


 

 

 

 

 

(a) Recorded in discontinued operations.
(b) Represents a pension withdrawal liability from a multi-employer pension plan affiliated with the former discontinued Food Town supermarkets. The liability is being paid over seven years. Charge was recorded in discontinued operations.

 

Lease and
Ancillary Costs


 

 

 

 

 

Balance at March 27, 2005

$

15,520

 

Provision for lease and related ancillary costs, net of estimated
   sublease recoveries

 


189

 

Payments, net of interest accretion

 


(1,833


)


Balance at September 10, 2005

$


13,876


 



- -8--9-


Note 5
Associate Retirement Plans

The following table provides the components of net periodic pension and postretirement benefit costs for the first quarters of fiscal 2006second quarter and 2005:year-to-date periods ended September 10, 2005 and September 11, 2004:

(In thousands)

 

Pension Benefits


 

SERP Benefits


 

 

Postretirement Benefits


 

12 Weeks Ended


 


Pension Benefits


 

 


SERP Benefits


 

 


Postretirement Benefits


 

 

June 18,
2005


 

June 19,
2004


 

June 18,
2005


 

June 19,
2004


 

 

June 18,
2005


 

June 19,
2004


 


 


Sept. 10,
2005


 


 


Sept. 11,
2004


 


 


Sept. 10,
2005


 


 


Sept. 11,
2004


 


 


Sept. 10,
2005


 


 


Sept. 11,
2004


 

Service cost

$

753

 

$

797

 

$

4

 

$

5

 

$

53

 

$

57

 

$

753

 

$

1,047

 

$

4

 

$

5

 

$

53

 

$

57

 

Interest cost

 

577

 

651

 

8

 

8

 

 

96

 

97

 

 

577

 

651

 

8

 

9

 

96

 

97

 

Expected return on plan assets

 

(723

)

 

(859

)

 

-

 

-

 

 

-

 

-

 

 

(723

)

 

(859

)

 

-

 

-

 

-

 

-

 

Net amortization and deferral

 


(98


)


 


(137


)


 


4


 

 


3


 

 


(5


)


 


(7


)


 

(98

)

 

(137

)

 

4

 

3

 

(5

)

 

(7

)

 


-


 

 


-


 

 


-


 

 


-


 

 


-


 

 


-


 

Net periodic benefit cost

$


509


 

$


452


 

$


16


 

$


16


 

$


144


 

$


147


 

$


509


 

$


702


 

$


16


 

$


17


 

$


144


 

$


147


 


(In thousands)

24 Weeks Ended

 


Pension Benefits


 

 


SERP Benefits


 

 


Postretirement Benefits


 

 


 


Sept. 10,
2005


 


 


Sept. 11,
2004


 


 


Sept. 10,
2005


 


 


Sept. 11,
2004


 


 


Sept. 10,
2005


 


 


Sept. 11,
2004


 

Service cost

$

1,506

 

$

1,844

 

$

8

 

$

10

 

$

106

 

$

114

 

Interest cost

 

1,154

 

 

1,302

 

 

16

 

 

17

 

 

192

 

 

194

 

Expected return on plan assets

 

(1,446

)

 

(1,718

)

 

-

 

 

-

 

 

-

 

 

-

 

Net amortization and deferral

 

(196

)

 

(274

)

 

8

 

 

6

 

 

(10

)

 

(14

)

 

 


-


 

 


-


 

 


-


 

 


-


 

 


-


 

 


-


 

Net periodic benefit cost


$


1,018


 

$


1,154


 

$


32


 

$


33


 

$


288


 

$


294


 

Spartan Stores expects to contribute $3.2 million to its defined benefit plans in fiscal 2006 to meet the minimum funding requirements. No amounts haveAs of September 10, 2005 $.5 million has been contributed as of June 18, 2005.contributed. In fiscal 2005, Spartan Stores contributed $.8 million to its defined benefit plans.

Note 6
Supplemental Cash Flow Information

Non-cash financing activities include the issuance of restricted stock to employees and directors of $3.1 million for the year-to-date period ended September 10, 2005 of which $.2 million has been amortized to compensation expense. The remaining balance of $2.9 million.million is included in deferred stock-based compensation in the Statement of Shareholders' Equity and will be amortized to expense over the vesting term.



- -10-


Note 7
Operating Segment Information

The following tables set forth information about Spartan Stores by operating segment:

(In thousands)

 

Grocery
Distribution


 


Retail


 


Total


 

12 Weeks Ended June 18, 2005

 

 

 

 

 

 

 

 

 

   Net sales

$

256,717

 

$

202,603

 

$

459,320

 

   Depreciation and amortization

 

2,004

 

 

2,873

 

 

4,877

 

   Operating earnings

 

3,482

 

 

2,516

 

 

5,998

 

   Capital expenditures

 

2,101

 

 

1,386

 

 

3,487

 

12 Weeks Ended June 19, 2004

 

 

 

 

 

 

 

 

 

   Net sales

$

260,814

 

$

213,511

 

$

474,325

 

   Depreciation and amortization

 

1,944

 

 

3,278

 

 

5,222

 

   Operating earnings

 

4,739

 

 

138

 

 

4,877

 

   Capital expenditures

 

2,133

 

 

2,384

 

 

4,517

 

 

Grocery
Distribution


 


Retail


 


Total


 

12 Weeks Ended September 10, 2005

 

 

 

 

 

 

 

 

 

   Net sales

$

263,670

 

$

221,871

 

$

485,541

 

   Depreciation and amortization

 

1,910

 

 

2,682

 

 

4,592

 

   Operating earnings

 

5,694

 

 

6,549

 

 

12,243

 

   Capital expenditures

 

2,231

 

 

3,433

 

 

5,664

 

12 Weeks Ended September 11, 2004

 

 

 

 

 

 

 

 

 

   Net sales

$

254,512

 

$

232,189

 

$

486,701

 

   Depreciation and amortization

 

1,932

 

 

2,779

 

 

4,711

 

   Operating earnings

 

6,444

 

 

6,802

 

 

13,246

 

   Capital expenditures

 

1,151

 

 

2,542

 

 

3,693

 

 

 

 

 

 

 

 

 

 

 

24 Weeks Ended September 10, 2005

 

 

 

 

 

 

 

 

 

   Net sales

$

520,387

 

$

424,474

 

$

944,861

 

   Depreciation and amortization

 

3,914

 

 

5,555

 

 

9,469

 

   Operating earnings

 

9,176

 

 

9,065

 

 

18,241

 

   Capital expenditures

 

4,332

 

 

4,819

 

 

9,151

 

24 Weeks Ended September 11, 2004

 

 

 

 

 

 

 

 

 

   Net sales

$

515,326

 

$

445,700

 

$

961,026

 

   Depreciation and amortization

 

3,876

 

 

6,057

 

 

9,933

 

   Operating earnings

 

11,183

 

 

6,940

 

 

18,123

 

   Capital expenditures

 

3,284

 

 

4,926

 

 

8,210

 



June 18,
2005


 

March 26,
2005


 

September 10,
2005


 

March 26,
2005


 

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

Grocery Distribution

$

187,088

 

$

191,086

 

$

188,438

 

$

191,086

 

Retail

 

184,330

 

 

187,301

 

 

183,724

 

 

187,301

 

Discontinued operations

 


5,984


 

 


6,070


 

 


5,939


 

 


6,070


 

Total

$


377,402


 

$


384,457


 

$


378,101


 

$


384,457


 

Note 8
Subsequent Event

On September 16, 2005, Spartan Stores sold a vacant parcel of land for $2.3 million resulting in a pre-tax gain on sale of approximately $1.4 million. The gain will be recorded in other income in the third quarter of Fiscal 2006.

In December 2004, Spartan Stores began a process of exploring strategic alternatives including mergers, acquisitions, or sale of the company. In February 2005, Spartan Stores retained the services of an investment banking firm to assist with this process. On September 30, 2005, the Board of Directors decided that the best course of action, at this time, is to continue its present strategic course including improving category management, new store construction or expansions, new fuel centers and pharmacies, expanding its distribution customer base and pursuing opportunistic retail acquisitions of existing distribution customer stores and other operators that fill in the company's geographic markets. In the second quarter of fiscal 2006, expenses of approximately $.6 million were incurred for advisory fees related to the evaluation of strategic alternatives. An additional $.3 million to $.5 million for residual advisory fees is expected to be recorded in Selling, general and administrative expenses in the t hird quarter of Fiscal 2006.



-9-- -11-


ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

          Spartan Stores is a leading regional grocery distributor and grocery retailer, operating principally in Michigan and Ohio.

          We currently operate two reportable business segments: Grocery Distribution and Retail. Our Grocery Distribution segment provides a full line of grocery, general merchandise, frozen and perishable items to over 300350 independently owned grocery stores and 73 corporate owned stores. Our Retail segment operates 54 retail supermarkets in Michigan under the bannersFamily Fare Supermarkets andGlen's Markets, 19 deep-discount food and drug stores in Ohio and Michigan under the bannerThe Pharm,and 3 fuel centers under the bannersFamily Fare Quick Stop andGlen's Quick Stop. Our retail supermarkets have a "neighborhood market" focus to distinguish them from supercenters and limited assortment stores. Our deep-discount food and drug stores offer a unique combination of full-service pharmacy, general merchandise products and basic food offerings.

          Our Grocery Distribution and Retail segments' sales and operating performance vary with seasonality. Our first and fourth quarters are typically our slowest sales quarters and therefore operating results are generally lower during these two quarters. Additionally, these two quarters can be affected based on the timing of the Easter holiday, which is a strong sales week. All quarters are 12 weeks, except for our third quarter, which is 16 weeks and includes the Thanksgiving and Christmas holidays. Most of our northern Michigan stores are dependent on tourism and, therefore, most affected by seasons and weather patterns, including, but not limited to, the temperature and rainfall during the summer months and to a lesser extent snowfall during the winter months.

Results of Operations

          The following table sets forth items from our Consolidated Statements of Earnings as a percentage of net sales and the year-to-year percentage change in dollar amounts:

(Unaudited)

Percentage of Net Sales


 

Percentage Change


 

Percentage of Net Sales


 

Percentage Change


12 Weeks Ended
 



 


24 Weeks Ended
 



 


12 Weeks
Ended



 


24 Weeks
Ended


 



June 18,
2005



 


June 19,
2004



 


Fiscal 2006 /
Fiscal 2005


Sept. 10,
2005



 


Sept. 11,
2004



 


Sept. 10,
2005



 


Sept. 11,
2004



 


Sept. 10,
2005



 


Sept. 10,
2005


 


Net sales


100.0



100.0



(3.2


)

100.0

 

100.0

 

100.0

 

100.0

 

(0.2

)

(1.7

)

Gross margin

18.7

 

18.1

 

(.1

)

19.3

 

19.5

 

19.0

 

18.8

 

(1.6

)

(0.9

)

Selling, general and administrative expenses


17.4


 

17.1


 

(1.5


)


Selling, general and administrative


16.7


 

16.8


 

17.1


 

16.9


 

(0.7


)


(1.1


)


Operating earnings

1.3

 

1.0

 

23.0

 

2.6

 

2.7

 

1.9

 

1.9

 

(7.6

)

0.7

 

Other income and expenses


0.4


 

0.5


 

(24.1


)


0.4


 

0.5


 

0.4


 

0.5


 

(24.6


)


(24.4


)


Earnings before income taxes and discontinued operations

0.9

 

0.5

 

63.8

 


2.2

 


2.2

 


1.5

 


1.4

 


(3.9


)


9.2

 

Income taxes


0.3


 

0.2


 

60.2


 

0.7


 

0.8


 

0.5


 

0.5


 

(10.5


)


3.1


 

Earnings from continuing operations

0.6

 

0.3

 

65.7

 


1.5

 


1.4

 


1.0

 


0.9

 


(0.4


)


12.4

 

Loss from discontinued operations


(0.0


)


(0.0


)


11.6


 

(0.1


)


(0.0


)


(0.0


)


(0.0


)


50.3


 

30.8


 

Net earnings


0.6


 

0.3


 

70.8


 

1.4


 

1.4


 

1.0


 

0.9


 

(1.4


)


11.8


 



- -12-


         Net Sales -Net sales for the quarter ended June 18,September 10, 2005 ("firstsecond quarter") decreased $15.0$1.2 million, or 3.20.2 percent, from $474.3$486.7 million in the quarter ended June 19,September 11, 2004 ("prior year firstsecond quarter") to $459.3$485.5 million. Net sales for the year-to-date period ended September 10, 2005 ("current year-to-date") decreased $16.2 million, or 1.7 percent, from $961.0 million in the prior year-to-date period ended September 11, 2004 ("prior year-to-date") to $944.9 million.

          Net sales for the firstsecond quarter in our Grocery Distribution segment decreased $4.1increased $9.2 million, or 1.63.6 percent, from $260.8$254.5 million in the prior year first quarter to $256.7 million. The transition of two customers to new suppliers in the prior year second quarter resultedto $263.7 million. Net sales for the current year-to-date period increased $5.1 million, or 1.0 percent, from $515.3 million in athe prior year-to-date period to $520.4 million. The sales decreaseincrease in the second quarter was primarily due to the addition of approximately $5.0 milliontwo new customers and the Easter holiday shift reducedexpansion of sales by approximately $3.0 million. Partially offsetting these decreases were general sales increases to new and existing customers.



- -10-


These new supply relationships increased the company's distribution base by 27 stores.

          Net sales for the firstsecond quarter in our Retail segment decreased $10.9$10.3 million, or 5.14.4 percent, from $213.5$232.2 million in the prior year firstsecond quarter to $202.6$221.9 million. The decrease was primarily dueNet sales for the year-to-date period decreased $21.2 million, or 4.8 percent, from $445.7 million in the prior year-to-date period to competitive supercenter openings ($7.0 million), the$424.5 million. The sale of a single store joint venture in the third quarter of fiscal 2005 and the closure of onetwoThe Pharm retail store ($6.0 million)stores contributed $7.2 million and the shift in the Easter holiday from the first quarter$13.7 million to the fourthsecond quarter of fiscal 2005 ($3.0 million). Excluding the shift in the Easter holidayand year-to-date decreases, respectively. The remaining decrease is primarily due to competitive supercenter openings. Offsetting these decreases were incremental sales comparablefrom fuel centers. Comparable store sales at supermarkets declined 0.52.3 percent during the firstsecond quarter, while comparable store sales at ourThe Pharm deep-discount food and drug stores declined 5.00.4 percent. Excluding the Easter holiday shift, comparableComparable store sales at supermarkets not affected by competitive openings increased 3.3 percent. Sales from a fuel center contributed 0.6 percent toduring the increase.second quarter. Total retail comparable store sal es decreased 2.8sales declined 2.0 percent within the Easter shift resulting in a decrease in comparable sales of 1.4 percent,second quarter, while fuel center sales increasedcontributed a positive 1.2 percent to the total. For the current year-to-date period, comparable store sales 1.0at supermarkets declined 2.1 percent, while comparable store sales at ourThe Pharm deep-discount food and drug stores declined 3.6 percent. Comparable store sales at supermarkets not affected by competitive openings increased 1.1 percent during the current year-to-date period. Total retail comparable store sales declined 2.4 percent in the current year-to-date period, while fuel center sales contributed a positive 1.1 percent to the total.

         Gross Margin- Gross margin represents sales less cost of sales, which include purchase costs and vendorpromotional allowances. Vendor allowances that relate to our 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 our 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.

          Gross margin for the firstsecond quarter was relatively flat at $85.8decreased $1.6 million, or 1.6 percent, from $95.1 million in the prior year second quarter to $93.5 million. As a percent of net sales, gross margin for the firstsecond quarter decreased to 19.3 percent from 19.5 percent. Gross margin for the year-to-date period decreased $1.6 million, or 0.9 percent, from $181.0 million in the prior year-to-date period to $179.4 million. As a percent of net sales, gross margin for the year-to-date period increased to 18.719.0 percent from 18.118.8 percent. TheA greater percentage of consolidated sales being generated from the lower margin Grocery Distribution segment decreased consolidated gross margin rateby 30 basis points for the second quarter. Partially offsetting this decrease was an improvement was primarilyof 10 basis points at the Retail segment due to animprovement in inventory shrink. On a year-to-date basis, the improvement in inventory shrink at the Retail segment. Thissegment increased gross margin by 30 basis points. The increase in percentage of consolidated sales attributed to the Grocery Distribution segment partially offset the improvement was enabled by the retailin inventory stock ledger and margin management tools put in place at the beginning of fiscal 2005 coupled with a focus on improving shrink throughout the operations.shrink.

         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, utilities, equipment rental, depreciation and other administrative costs.

          SG&A expenses for the firstsecond quarter decreased $1.2$0.5 million, or 1.50.7 percent, from $81.0$81.8 million in the prior year firstsecond quarter to $79.8$81.3 million. As a percent of net sales, SG&A expenses were 16.7% for the firstcurrent quarter was 17.4 percent versus 17.1 percentcompared to 16.8% in the prior year second quarter. SG&A expenses for the year-to-date period decreased

- -13-


$1.8 million, or 1.1 percent, from $162.9 million in the prior year-to-date period to $161.1 million. As a percent of net sales, SG&A expenses were 17.1 percent year-to-date versus 16.9 percent for the prior year-to-date period. The decreasedecreases in SG&A isare primarily due to improvements in store labor efficiency at the Retail segment resulting in a decrease in store labor expense of $1.9$1.8 million and $3.7 million for the second quarter and year-to-date period, respectively, (including the effect of the divestiture of the retail store joint venture in the third quarter of fiscal 2005 of $.6 million)$1.1 million and $1.4 million, respectively). The store labor improvements were partially offset by asset impairment chargesincreased compensation and benefit costs, utilities and bank card fees, professional fees of $.4 million.$.6 million related to the evaluation of strategic alternatives and the absence of a distribution customer contract termination payment of $1.3 million received in the prior year.

         Interest Expense - Interest expense for the firstsecond quarter decreased $.5$0.5 million, or 22.822.6 percent, from $2.3 million in the prior year firstsecond quarter to $1.8 million. Interest expense for the year-to-date period decreased $1.1 million, or 22.7 percent, from $4.6 million in the prior year second quarter to $3.5 million. The decrease in interest expense is primarily due to lower total average borrowings and lower interest rates.borrowings. Total average borrowings for the first quarter decreased $29.7$28.4 million from $119.9$114.6 million in the prior year first quarter to $90.2$86.2 million as a result of debt repayments resulting primarily from cash flow from operations.

Income Taxes - The effective tax rate for the second quarter and year-to-date period ended September 10, 2005 is 32.6% and 33.1%. The slightly lower rate is due primarily to permanent tax deductions for restricted stock expense being greater than the related expense recorded in the consolidated financial statements.

Discontinued Operations

          Our former convenience distribution operations, insurance operations and certain of our retail, grocery distribution and real estate operations have been recorded as discontinued operations. Results of the discontinued operations are excluded from the accompanying notes to the consolidated financial statements for all periods presented, unless otherwise noted.

          Discontinued operations had no sales during the quarterssecond quarter and year-to-date periods ended June 18,September 10, 2005 and June 19,September 11, 2004. The operating losses of $.2 millionin discontinued operations for the second quarters ended- September 10, 2005 and September 11, 2004 of $0.3 million and $0.2 million were partially offset by an income tax benefitbenefits of $.1$0.1 million for both periods. The operating losses in discontinued operations for the year-to-date periods ended September 10, 2005 and 2004.September 11, 2004 of $0.6 million and $0.5 million were partially offset by income tax benefits of $0.2 million for both periods.

          Total assets of discontinued operations decreased from $6.1 million at March 26, 2005 to $6.0$5.9 million at June 18,September 10, 2005. Total liabilities of discontinued operations decreased from $14.4 million at March 26, 2005 to $14.0$12.2 million at September 10, 2005.

          We anticipate that we will be subject to a partial withdrawal liability from a multi-employer pension plan related to the 2003 closures of certain of our discontinuedFood Town stores when a final determination is made after June 18, 2005.30, 2006. Recent estimates provided by the trustees of the multi-employer pension plan indicate that there will be an underfunded liability which we believe to have resulted from a change in actuarial assumptions, investment performance, other employers' withdrawals, or a combination of these factors, occurring subsequent to the closure of these stores. We intend to challenge such a determination prior to settling the partial withdrawal liability when assessed after June 2006. At this time the amount of the liability is not reasonably estimable, however, we do not expect it will exceed $2.0 million. No provision for this potential liability has been included in the accompanying consolidated financial statements due to the inability to rea sonably estimate the amount.




- -11--14-


Liquidity and Capital Resources

          The following table summarizes our consolidated statements of cash flows for the first quarteryear-to-date and prior year first quarter:year-to-date periods:

(In thousands)

June 18,
2005


 

 

June 19,
2004


 

 

September 10,
2005


 

 

September 11,
2004


 

 

Net cash provided by operating activities

$

11,106

 

 

$

23,013

 

 

$

22,375

 

 

$

32,778

 

 

Net cash used in investing activities

 

(3,185

)

 

 

(4,346

)

 

 

(8,757

)

 

 

(7,833

)

 

Net cash used in financing activities

 

(8,419

)

 

 

(18,236

)

 

 

(12,442

)

 

 

(21,778

)

 

Net cash used in discontinued operations


 


(1,015


)


 

 


(1,033


)


 

 


(2,562


)


 

 


(2,555


)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(1,513

)

 

 

(602

)

 

Net (decrease) increase in cash and cash equivalents

 

(1,386

)

 

 

612

 

 

Cash and cash equivalents at beginning of year

 


14,880


 

 

 


12,838


 

 

 


14,880


 

 

 


12,838


 

 

Cash and cash equivalents at end of year

$


13,367


 

 

$


12,236


 

 

Cash and cash equivalents at end of period

$


13,494


 

 

$


13,450


 

 

          Net cash provided by operating activities during the first quarter were less thandecreased from the prior yearyear-to-date period primarily due to payment of fiscal 2005 bonuses, customer supply fees and an increase in inventory.

          As of September 10, 2005, we have available a Federal income tax net operating loss carryforward of approximately $25.8 million. As a result, no regular Federal income taxes have been paid in Fiscal 2006 nor do we expect to pay any for the significant net changeremainder of Fiscal 2006. We do anticipate paying approximately $.4 million in our investmentAlternative Minimum Tax in working capital due to the timing and composition of trade payables during the prior year first quarter.Fiscal 2006. No Federal income taxes were paid in Fiscal 2005.

          Net cash used in investing activities decreasedincreased during the first quartercurrent fiscal year primarily due to decreasedincreased capital expenditure activity. Our Grocery Distribution and Retail segments utilized 60%47% and 40%53%, respectively, of our capital expenditure dollars. Expenditures were used for new equipment, software and store remodels and refurbishments. Under the terms of our senior secured revolving credit facility, and our supplemental secured credit facility ("credit facilities"), should our available borrowings fall below certain levels, our capital expenditures would be restricted each fiscal year. We expect capital expenditures to approximate $27range from $25.0 million to $29$30.0 million for fiscal 2006, which would be within these restrictions. We are not currently limited by these restrictions.On September 16, 2005, we sold a vacant parcel of land for $2.3 million resulting in a pre-tax gain on sale of $1.4 million. The sale will be recorded in the third quarter of Fiscal 2006.

          Net cash used in financing activities includes cash paid and received from our long-term borrowings. Our current maturities of long-term debt at June 18,September 10, 2005 are $2.8$1.6 million. Our ability to borrow additional funds is governed by the terms of our credit facilities.

          Net cash used in discontinued operations contains the net cash flows of our discontinued operations and consists primarily of the payment of store exit cost reserves and the payment of severance and related benefit accruals of employees that previously worked for discontinued operations.long-term debt. We expect the cash usage of our discontinued operations will be approximately $3.0 million in fiscal 2006 for the payment of store exit costs and other liabilities.

          Our principal sources of liquidity are cash flows generated from operations and our amended $215.0 million credit facility. The credit facility matures December 2008, and is secured by substantially all of our assets. We had available borrowings of $83.5$87.6 million at June 18,September 10, 2005 and maximum availability of $93.5$97.6 million, which exceeds the minimum excess availability levels, as defined in the credit agreements.agreement. We believe that cash generated from operating activities and available borrowings under the credit facilitiesfacility are sufficient to support current operations.

          Our current ratio was 1.23:1.00 at September 10, 2005 versus 1.21:1.00 at June 18, 2005 and March 26, 2005 and our investment in working capital decreased slightlyincreased to $29.6$32.2 million at June 18,September 10, 2005 from $30.3 million at March 26, 2005.


- -15-


          Our debt to total capital ratio at June 18,September 10, 2005 was .40:.38:1.00 versus .43:1.00 at March 26, 2005. This improvement was primarily due to reducing long-term debt by $8.7$13.3 million and the first quarteryear-to-date net earnings of $2.7$9.5 million.


- -12-


          For information on contractual obligations, see our 2005 Annual Report on Form 10-K.10-K for the fiscal year ended March 26, 2005. At June 18,September 10, 2005, there have been no material changes to our significant contractual obligations outside the ordinary course of business.

New Accounting Standards

          In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123(R), "Share-Based Payment" that will require compensation costs related to share-based payment transactions to be recognized in the consolidated financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides services in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123, and supercedes APB Opinion No. 25. This Statement becomes effective for Spartan Stores at the beginning of fiscal 2007. We expect that the impact of adopting the SFAS No. 123(R) will be consistent with the pro forma expense that has been previously disclosed, adjusted for future grants, cancellations and exercises of stock options in accordance wi thwith t he Statement.

          In June 2005, the Statement.Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 05-6, "Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination" ("EITF 05-6"). EITF 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of acquisition. EITF 05-6 also requires that leasehold improvements that are placed in service significantly after and not contemplated at or near the beginning of the lease term be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date the leasehold improvements are purchased. EITF 05-6 is effective for our fiscal quarter beginning September 11, 20 05. The impact of EITF 05-6 is not expected to have a material effect on our consolidated financial statements.

Critical Accounting Policies

          This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, assets held for sale, long-lived assets, income taxes, self-insurance reserves, exit costs, retirement benefits and contingencies and litigation. We base our estimates on historical experience and on various other assumptions and factors that we believe to be reasonable under the circumstances. Based on our ongoing review, we make adjustments we consider appropriate under the facts and circumstances. We have discussed the development, selection and disclosure of these estimates with the Audit Committee. The accompanying condensed consolidated financial statements are prepared using the same critical accounting policies discussed in our 2005 Annual Report on Form 10-K.10-K for the fiscal year ended March 26, 2005.



- -16-


ITEM 3.

Quantitative and Qualitative Disclosure About Market Risk

          There werehave been no material changes in market risk of Spartan Stores from the end of its preceding fiscal year to the date of the interim consolidated balance sheet included in the period covered by this Quarterly Report on Form 10-Q.filing.

ITEM 4.

Controls and Procedures

          Spartan Stores' Chief Executive OfficerAn evaluation of the effectiveness of the design and Chief Financial Officer have evaluated the effectivenessoperation of Spartan Stores' disclosure controls and procedures (as currently defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) was performed as of the end of the period covered by this Quarterly Report on Form 10-QSeptember 10, 2005 (the "Evaluation Date"). Based onThis evaluation was performed under the evaluationsupervision and with the participation of those controlsSpartan Stores' management, including its Chief Executive Officer ("CEO") and procedures required by Rule 13a-15(b), they haveChief Financial Officer ("CFO"). As of the Evaluation Date, Spartan Stores' management, including the CEO and CFO, concluded that Spartan Stores' disclosure controls and procedures were adequateeffectively designed and effectiveoperated to cause material information relating to Spartan Stores (including its consolidated subsidiaries) required to be included in Spartan Stores' periodic filings with the Securities and Exchange Commission to be accumulated and communicated to management as of the Evaluation Date.appropriate to allow timely decisions regarding required disclosure. During the last fiscalf iscal quarter there was no change in Spartan Stores' internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Spartan Stores' internal control over financial reporting.






- -13--17-


PART II
OTHER INFORMATION


ITEM 4.

Submission of Matters to a Vote of Security Holders

          Spartan Stores held its 2005 annual meeting on August 10, 2005. At the meeting, the following matters were submitted to a vote of the shareholders:

1.

election of three directors;

2.

approval of the Annual Executive Incentive Plan of 2005;

3.

approval of the Stock Incentive Plan of 2005; and

4.

ratification of the selection of Deloitte & Touche LLP as Spartan Stores' independent auditors for fiscal 2006.

          The following three persons were duly elected at the meeting:

 

 

 

Term Expiring


 

 

Votes For


 

 

Votes Withheld


 

 

 

 

 

 

 

 

 

 

Elizabeth A. Nickels

 

 

2008

 

 

16,123,901

 

 

1,890,136

Kenneth T. Stevens

 

 

2008

 

 

16,121,022

 

 

1,893,015

James F. Wright

 

 

2008

 

 

16,121,102

 

 

1,892,935

          The following five persons continue to serve as directors of Spartan Stores: Craig C. Sturken and Gregory P. Josefowicz are currently serving terms that will expire at Spartan Stores' 2007 annual meeting of shareholders and M. Shân Atkins, Dr. Frank M. Gambino and Timothy J. O'Donovan are currently serving terms that will expire at Spartan Stores' 2006 annual meeting of shareholders.

          The shareholders voted on proposals to approve the Annual Executive Incentive Plan of 2005 and the Stock Incentive Plan of 2005 and to ratify the selection of Deloitte & Touche LLP as Spartan Stores' independent auditors for fiscal year 2006. With respect to these proposals, shares were voted as follows:


Proposal


For


Against


Abstain

Broker Non-
Votes

 

 

 

 

 

Proposal to approve the Annual Executive Incentive Plan
   of 2005.


10,559,674  


776,333  


226,555  


6,451,475

Proposal to approve the Stock Incentive Plan of 2005.

9,442,869  

2,073,804  

45,889  

6,451,475

Proposal to ratify the selection of Deloitte &
   Touche LLP as Spartan Stores' independent
   auditors for fiscal year 2006.



17,748,072  



214,981  



50,984  



0








-18-


ITEM 6.

Exhibits


 

(a)

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


Exhibit Number

 

Document

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-Effective Amendment No. 1 to Registration Statement on Form S-4, filed on June 5, 2000. Here incorporated by reference.

 

 

 

3.2

 

Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the quarter ended September 13, 2003. Here incorporated by reference.

 

 

 

10.1

 

Spartan Stores, Form 8-K/A dated May 11, 2005, and the formsInc. Annual Executive Incentive Plan of Stock Option Grant to officers, Restricted Stock Award to officers and Restricted Stock Award to outside directors2005. Previously filed as Exhibits 10.1, 10.2 and 10.3Appendix A to that report are hereSpartan Stores' 2005 Proxy Statement filed on June 24, 2005. Here incorporated by reference.

10.2

Spartan Stores, Inc. Stock Incentive Plan of 2005. Previously filed as Appendix B to Spartan Stores' 2005 Proxy Statement filed on June 24, 2005. Here incorporated by reference.

 

 

 

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.

 

 

 

32.1

 

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









-19-
- -14-


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.


 

SPARTAN STORES, INC.
(Registrant)

 

 

 

 

 

 

Date:   July 22,October 14, 2005

By

/s/ David M. Staples


David M. Staples
Executive Vice President and Chief Financial
     Officer
     (Principal(Principal Financial Officer and duly authorized
     signatory for Registrant)








- -15--20-


EXHIBIT INDEX

Exhibit Number

 

Document

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-Effective Amendment No. 1 to Registration Statement on Form S-4, filed on June 5, 2000. Here incorporated by reference.

 

 

 

3.2

 

Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as an exhibit to Spartan Stores' Quarterly Report on Form 10-Q for the quarter ended September 13, 2003. Here incorporated by reference.

 

 

 

10.1

 

Spartan Stores, Form 8-K/A dated May 11, 2005, and the formsInc. Annual Executive Incentive Plan of Stock Option Grant to officers, Restricted Stock Award to officers and Restricted Stock Award to outside directors2005. Previously filed as Exhibits 10.1, 10.2 and 10.3Appendix A to that report are hereSpartan Stores' 2005 Proxy Statement filed on June 24, 2005. Here incorporated by reference.

10.2

Spartan Stores, Inc. Stock Incentive Plan of 2005. Previously filed as Appendix B to Spartan Stores' 2005 Proxy Statement filed on June 24, 2005. Here incorporated by reference.

 

 

 

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.

 

 

 

32.1

 

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