Revenue | Note 3 – Revenue Sources of Revenue The Company’s main sources of revenue include the following: Customer Supply Agreements (CSAs) – The Company enters into CSAs (also known as Retail Sales and Service Agreements) with many of its retailer customers. These contracts obligate the Company to supply grocery and related products upon receipt of a purchase order from its customers. The contracts often specify minimum purchases a customer is required to make - in dollars or as a percentage of their total purchases - in order to earn certain rebates or incentives. In some cases, customers are required to repay certain advanced or loaned funds if they fail to meet purchase minimums or otherwise exit the supply agreement. Many of these contracts include various performance obligations other than providing grocery products, such as providing store resets, shelf tags, signage, or merchandising services. The Company has determined that these obligations are not material in the overall context of the contracts, and as such has not allocated transaction price to these obligations. Revenue is recognized under these contracts when control of the product passes to the customer, which may happen before or after delivery depending upon specified shipping terms. Contracts with Manufacturers and Brokers to supply the Defense Commissary Agency (“DeCA”) and Other Government Agencies – DeCA operates a chain of 237 commissaries on U.S. military installations. DeCA contracts with manufacturers to obtain grocery products for the commissary system. Manufacturers either deliver the products to the commissaries themselves or, more commonly, contract with distributors such as SpartanNash to provide products to the commissaries. Manufacturers must authorize the distributors as their official representatives to DeCA, and the distributors must adhere to DeCA’s frequent delivery system (“FDS”) procedures governing matters such as product identification, ordering and processing, information exchange and resolution of discrepancies. The Company obtains distribution contracts with manufacturers through competitive bidding processes and direct negotiations. As commissaries need to be restocked, DeCA identifies the manufacturer with which an order is to be placed, determines which distributor is the manufacturer’s official representative for a particular commissary or exchange location, and then places a product order with that distributor under the auspices of DeCA’s master contract with the applicable manufacturer. The distributor selects that product from its existing inventory, delivers it to the commissary or port (in the case of overseas shipments) designated by DeCA, and bills the manufacturer for the product price plus a drayage fee that is typically based on a percentage of the purchase price, but may in some cases be based on a dollar amount per case or pound of product sold. The manufacturer then bills DeCA under the terms of its master contract. As control of the product passes to the customer upon delivery, revenue is recognized by SpartanNash at this point in time. Revenue is recognized for the full amount paid by the vendor (for product and drayage) as the Company is a principal in the transaction and therefore should recognize revenue on a gross basis for these contracts. The FASB’s definition of a principal in the transaction is centered on controlling goods before they are transferred to the customer. Key considerations supporting that SpartanNash controls the goods for these contracts prior to transfer to the customer include the following: the Company has the ability to obtain substantially all of the remaining benefits from the assets by selling the goods and/or by pledging the related assets as collateral for borrowings, the Company is required to bear the risk of inventory loss prior to transfer to the customer, has shared responsibilities in the fulfillment and acceptability of the goods, and to a lesser extent, has some discretion in establishing the price for the goods sold to DeCA. Based on a thorough evaluation of all of the facts and circumstances, including a detailed assessment and interpretation of the revenue standard, the Company concluded that it is a principal in the transaction and should recognize revenue on a gross basis for these contracts. Retail Sales – The corporate owned retail stores recognize revenue at the time the customer takes possession of the goods. While there are no formal contracts related to these sales, they are within the scope of ASC 606. Customer returns are not material. The Company does not recognize a sale when it awards customer loyalty points or sells gift cards and gift certificates; rather, a sale is recognized when the customer loyalty points, gift card or gift certificate are redeemed to purchase product. There were no significant changes to revenue recognition in the Retail segment under ASC 606 related to the accounting for gift card breakage and loyalty rewards, which are immaterial to the consolidated financial statements. Disaggregation of Revenue The following table provides information about disaggregated revenue by type of products and customers for each of the Company’s reportable segments: 52 Weeks Ended December 29, 2018 (In thousands) Food Distribution Military Retail Total Type of products: Center store (a) $ 1,249,374 $ 1,052,462 $ 747,708 $ 3,049,544 Fresh (b) 1,478,142 602,023 688,661 2,768,826 Non-food (c) 1,185,390 506,177 330,342 2,021,909 Fuel — — 138,617 138,617 Other 78,544 6,181 931 85,656 Total $ 3,991,450 $ 2,166,843 $ 1,906,259 $ 8,064,552 Type of customers: Individuals $ — $ — $ 1,905,328 $ 1,905,328 Manufacturers, brokers and distributors 197,128 2,089,765 — 2,286,893 Retailers 3,733,254 70,897 — 3,804,151 Other 61,068 6,181 931 68,180 Total $ 3,991,450 $ 2,166,843 $ 1,906,259 $ 8,064,552 52 Weeks Ended December 30, 2017 (In thousands) Food Distribution Military Retail Total Type of products: Center store (a) $ 1,206,832 $ 1,054,590 $ 792,925 $ 3,054,347 Fresh (b) 1,456,632 577,084 734,564 2,768,280 Non-food (c) 1,085,282 507,394 336,630 1,929,306 Fuel — — 126,673 126,673 Other 79,163 4,954 1,076 85,193 Total $ 3,827,909 $ 2,144,022 $ 1,991,868 $ 7,963,799 Type of customers: Individuals $ — $ — $ 1,990,792 $ 1,990,792 Manufacturers, brokers and distributors 210,004 2,119,601 — 2,329,605 Retailers 3,556,591 19,467 — 3,576,058 Other 61,314 4,954 1,076 67,344 Total $ 3,827,909 $ 2,144,022 $ 1,991,868 $ 7,963,799 52 Weeks Ended December 31, 2016 (In thousands) Food Distribution Military Retail Total Type of products: Center store (a) $ 1,235,314 $ 1,105,992 $ 841,161 $ 3,182,467 Fresh (b) 1,097,793 559,449 785,566 2,442,808 Non-food (c) 907,351 525,915 344,531 1,777,797 Fuel — — 110,619 110,619 Other 40,567 5,658 1,168 47,393 Total $ 3,281,025 $ 2,197,014 $ 2,083,045 $ 7,561,084 Type of customers: Individuals $ — $ — $ 2,081,877 $ 2,081,877 Manufacturers, brokers and distributors — 2,191,356 — 2,191,356 Retailers 3,246,872 — — 3,246,872 Other 34,153 5,658 1,168 40,979 Total $ 3,281,025 $ 2,197,014 $ 2,083,045 $ 7,561,084 (a) Center store includes dry grocery, frozen and beverages. (b) Fresh includes produce, meat, dairy, deli, bakery, prepared proteins, seafood and floral. (c) Non-food includes general merchandise, health and beauty care, tobacco products and pharmacy. Contract Assets and Liabilities Under its contracts with customers, the Company stands ready to deliver product upon receipt of a purchase order. Accordingly, the Company has no performance obligations under its contracts until its customers submit a purchase order. The Company does not receive pre-payment from its customers, or enter into commitments to provide goods or services that have terms greater than one year. As the performance obligation is part of a contract that has an original expected duration of less than one year, the Company has applied the practical expedient under ASC 606 to omit disclosures regarding remaining performance obligations. Revenue recognized from performance obligations related to prior periods (for example, due to changes in estimated rebates and incentives impacting the transaction price) was not material in any period presented. In the ordinary course of business, the Company may advance funds to certain independent retailers which are earned by the retailers primarily through achieving specified purchase volume requirements, as outlined in their supply agreements with the Company, or in limited instances, for remaining a SpartanNash customer for a specified time period. These advances must be repaid if the purchase volume requirements are not met or if the retailer no longer remains a customer for the specified time period. For volume-based arrangements, the Company estimates the amount of the advanced funds earned by the retailers based on the expected volume of purchases by the retailer, and amortizes the advances as a reduction of the transaction price and revenue earned. These advances are not considered contract assets under ASC 606 as they are not generated through the transfer of goods or services to the retailers. These advances are included in Other assets, net on the Company’s balance sheets. When the Company transfers goods or services to a customer, payment is due - subject to normal terms - and is not conditional on anything other than the passage of time. Typical payment terms range from due upon receipt to 30 days, depending on the type of customer and relationship. At contract inception, the Company expects that the period of time between the transfer of goods to the customer and when the customer pays for those goods will be less than one year, which is consistent with the Company’s standard payment terms. Accordingly, the Company has elected the practical expedient under ASC 606 to not adjust for the effects of a significant financing component. As such, these amounts are recorded as receivables and not contract assets. The Company had no contract assets for any period presented. Accounts and notes receivable are comprised of the following: December 29, December 30, (In thousands) 2018 2017 Customer notes receivable $ 3,130 $ 2,555 Customer accounts receivable 314,791 312,214 Other receivables 32,516 31,169 Allowance for doubtful accounts (4,177 ) (1,881 ) Net current accounts and notes receivable $ 346,260 $ 344,057 Long-term notes receivable 16,021 18,322 Allowance for doubtful accounts (120 ) (120 ) Net long-term notes receivable $ 15,901 $ 18,202 The Company does not typically incur incremental costs of obtaining a contract that are contingent upon successful contract execution and would therefore be capitalized. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that the Company would have recognized is one year or less. |