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SpartanNash Company (NASDAQ:SPTN)
Q3 2020 Earnings Call
Nov 12, 2020, 8:00 a.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:

Operator

Good morning and welcome to the SpartanNash Company Third Quarter 2020 Earnings Call. [Operator Instructions] Please note, this event is being recorded.

I would now like to turn the conference over to Chris Mandeville, Managing Director of Investor Relations at ICR. Please go ahead.

Chris Mandeville -- Managing Director of Investor Relations

Good morning, and welcome to the SpartanNash Company's third quarter fiscal year 2020 earnings conference call. On the call today from the company are Tony Sarsam, President and Chief Executive Officer; and Mark Shamber, Executive Vice President and Chief Financial Officer.

By now, everyone should have access to the earnings release which was issued yesterday at approximately 4:30 PM Eastern Time. For a copy of the earnings release, please visit SpartanNash's website at www.spartannash.com/investors. This call is being recorded and a replay will be available on the company's website for approximately 10 days.

Before we begin, we would like to remind everyone the comments made by management during today's call will contain forward-looking statements. These forward-looking statements discuss plans, expectations, estimates, and projections that may involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Internal and external factors that may cause such differences include, among others, disruption associated with COVID-19 pandemic, competitive pressures among food, retail, and distribution companies, the uncertainties inherent in implementing strategic plans and integration operations and general economic and market conditions. Additional information about the risk factors and uncertainties associated with SpartanNash's forward-looking statements can be found in the company's earnings release, most recent annual report on Form 10-K and in the company's other filings with the SEC. Because of these risks and uncertainties, investors should not place undue reliance on any forward-looking statements. SpartanNash disclaims any intention or obligation to update or revise any forward-looking statements.

This presentation includes certain non-GAAP measures and comparable period measures to provide investors with useful information about the company's financial performance. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure and other information, as required by Regulation G, is included in the company's earnings release, which was issued yesterday.

And it is now my pleasure to turn the call over to Tony.

Tony Sarsam -- President and Chief Executive Officer

Thank you, Chris, and good morning. It is a pleasure to be speaking with many of you for the first time as President and CEO of SpartanNash. I am proud to be part of this organization, and I'm energized to address the opportunities we have ahead of us. Let me begin by thanking my predecessor, Dennis Eidson, for what he and his team have done over the past year since he stepped back into the CEO role on an interim basis. His leadership, through an extraordinary time in our country and our world, is a legacy I plan to build on. I look forward to working with him and the other members of the Board of Directors, as he resumes his role as Chairman.

As I reflect on my journey ahead, I realize what a privilege it is to lead a Fortune 500 company, a top grocery distributor, and a company that takes great pride as a leading supplier to our brave men and women in the military.

Throughout my career, I've maintained a focus on building people-first organizations and have maintained a strong commitment to transparent communications. I believe that this combination builds trust with our associates, customers, and suppliers and is imperative to our collective success.

During my first nine weeks in the job, I've had the pleasure of meeting hundreds of associates at our stores and distribution centers. In those visits, my first objective was to listen and understand what drives their success and challenges on a daily basis. I'm inspired by the level of passion we have within this organization and our unrelenting commitment to serve our customers.

I plan to share more specific objectives for the organization over the coming months. However, my immediate goal is to ensure that we are leveraging our existing competencies to yield improvements in our operating performance. Our financial results have underwhelmed in recent years, and I am confident that, together, we can achieve more.

I will work to pair the insights I have gained with the operational strategies to unlock the true potential of our organization.

Among other areas of focus, I believe that we need to act with certain level of urgency to make meaningful improvements in our supply chain. We will make investments in human capital, in our facilities, and in other resources to ensure our supply chain has the support it needs to operate with efficiency and a high level of execution.

I've had the opportunity to lead many fine organizations in similar industries, and we'll draw upon that experience as we work to make the most of the opportunities in front of us. In my three decades of leadership in the food industry, I've developed a deep understanding of every facet of the consumer-packaged goods and food distribution businesses. Over 35 years, my experiences have ranged from packaging machine operator to plant manager and great many GM and functional leadership roles.

My most recent role as CEO of both Borden Dairy and Ready Pac Foods, I succeeded in developing people-first cultures and supporting our teams to renew our commitments to innovation and customer service. In both roles, I was able to lead our teams to be best-in-class operators in the industry.

In short, I'm no stranger to challenges. And as CEO here at SpartanNash, I certainly intend to apply my supply chain and organizational development expertise to transform our company into world-class operator, and one that can deliver on sustainable growth over the long term.

Let me end by thanking you for your well wishes and support. I'm thrilled to be here and very excited about the journey ahead.

With that, I will now turn the call over to Mark, to review our third quarter performance and provide an updated guidance for the remainder of the year.

Mark Shamber -- Executive Vice President and Chief Financial Officer

Thanks, Tony, and welcome to everyone joining us today on the call. Net sales for the third quarter of fiscal 2020 increased by 3.1% or $61 million to $2.06 billion versus 2019 third quarter sales of $2 billion.

Our adjusted EPS for the third quarter came in at $0.70 per diluted share compared to adjusted EPS of $0.30 per diluted share in the prior year third quarter, an increase of 133%. GAAP EPS came in at $0.56 per diluted share in the quarter compared to a loss of $0.01 per share in the third quarter of fiscal 2019.

The increase in profitability from the prior year quarter was driven by higher sales volume, improved gross margin rates and increased leverage of our operating expenses, particularly in retail store labor and certain of our fixed costs. Increases in incentive compensation and a higher rate of supply chain expenses served to partially offset our increased profitability.

Shifting to our business segments. Net sales in Food Distribution increased by $73 million or 7.8% to $1.01 billion in the third quarter, driven by the combination of continued sales growth with existing customers and incremental volume associated with the impact of COVID-19. Inflation moderated to 1.12% in Food Distribution in Q3, a significant pullback from both the second quarter rate of 4.43% and the third quarter of fiscal 2019's inflation rate of 1.68%, as meat prices were nearly flat in the third quarter following the significant second quarter increases, while produce inflation levels nearly doubled sequentially.

Reported operating earnings for Food Distribution in the third quarter totaled $9.2 million compared to $11.7 million for the prior-year quarter. During the quarter we made the decision to abandon a tradename to better align our transportation operations and provide a more integrated solution to our customers, resulting in a $7 million impairment of the tradename.

The decrease in reported operating earnings for Food Distribution was largely due to this asset impairment charge as well as higher supply chain expenses from both a dollar and rate perspective and a higher allocation of corporate administrative expenses. These increases were partially offset by the incremental profitability from higher sales volume in the quarter.

Adjusted operating income totaled $15.7 million in the quarter versus the prior-year third quarter adjusted operating income of $15.5 million. Adjusted operating earnings exclude the asset impairment charges and other items detailed in Table-3 under the Food Distribution segment in yesterday's press release.

Retail net sales came in at $597 million for the quarter compared to $562 million in the third quarter of fiscal 2019, an increase of 6.2% or $35 million.

Our comparable store sales were 10.6% for the third quarter of fiscal 2020. Comparable store sales benefited from the shift toward food at home and also reflect our strong customer penetration. These results also reflect increases of over 175% in our e-commerce sales for the quarter and continued favourability in our private label sales, particularly compared to competitors.

We also continued to benefit from higher EBT sales, although not at the same levels as earlier in the year. Early in the fourth quarter, we had a grand opening for a new Martin's store in Elkhart, Indiana, replacing a previously closed store as part of the redevelopment of the city's River District, increasing our current store count to 156 stores.

Third quarter adjusted operating earnings in the Retail segment came in at $22.6 million compared to $7.3 million in 2019's third quarter. Retail reported GAAP operating income of $22.3 million for the quarter compared to $6.7 million in the prior year's third quarter.

Our profitability improvement was driven primarily by the sales increase during the quarter, while we also benefited from improvements in our margin rates, which include lower inventory shrink as well as favorable variances in labor rates. Partially offsetting these items was higher incentive compensation due to the improved segment performance.

Military net sales of $450 million in the third quarter decreased by $47 million or 9.5% compared to prior year quarterly revenues of $499 million. Sales continued to be negatively impacted by commissary restrictions and base closures during the quarter as many bases maintained a higher alert level that either limited or did not allow visitors, thereby reducing the number of shoppers who could access the commissaries.

Military generated an operating loss of $2.5 million on both a reported and adjusted basis in the third quarter compared to a reported loss of $2.6 million in the third quarter of fiscal '19 and an adjusted operating loss of $2.5 million for that quarter.

Improved margin rates were effectively offset by a combination of the lower sales volumes and increase in allocated corporate overhead expenses and expenses related to Hurricane Sally.

Interest expense decreased $3.9 million in the third quarter fiscal 2020 to $3.5 million due to the combination of lower interest rates and lower average debt levels resulting from our increased profitability and improvements in working capital compared to the third quarter of fiscal 2019

In the first three quarters of 2020, we generated consolidated operating cash flows of $224 million compared to an increase of $84 million over the same period in fiscal 2019. This increase was largely due to our higher profitability and improvements in working capital that I mentioned a moment ago. These improvements result in a free cash flow generation of $178 million in the year-to-date period compared to $93 million in the same period over the prior year.

During the third quarter, we declared $6.9 million in the form of cash dividends and SpartanNash didn't repurchase any shares in the third quarter.

Our total net long-term debt decreased by $145 million during the first 40 weeks of 2020, ending the third quarter at $519 million compared to $664 million at the end of fiscal year 2019. Our net long-term debt to adjusted EBITDA leverage ratio fell to 2.3 times as of the end of the third quarter from 3.7 times as of fiscal 2019 year-end, driven by the combination of our strong debt pay down as well as our 35% increase in year-to-date adjusted EBITDA to $190 million. We expect to make further progress on our leverage ratio in the fourth quarter.

As covered in yesterday afternoon's press release, we are updating now our fiscal 2020 earnings guidance. For fiscal year 2020, we now anticipate adjusted earnings per share from continuing operations of approximately $2.42 to $2.50 per diluted share compared to our prior projections of $2.40 to $2.60. Our updated guidance reflects the continued benefits of sales trends associated with COVID-19 and the related increases in consumer demand that we are experiencing, offset by estimated non-cash stock warrant expense of $6 million to $7 million or $0.13 to $0.15 per diluted share in the fourth quarter associated with the issuance of warrants to Amazon as disclosed in our Form 8-K filing in October.

For accounting purposes, this warrant expense will be reported as a reduction in sales and will negatively impact our gross margin rate in the fourth quarter of fiscal 2020.

Reported earnings per share from continuing operations are expected to range from $2.09 to $2.17 per diluted share compared to our prior projections of $2.13 to $2.41. We now expect fiscal 2020 adjusted EBITDA to range from $237 million to $242 million compared to our prior guidance of $232 million to $242 million, consistent with our projected increases in operating earnings.

Our guidance reflects capital -- IT capital expenditures in the range of $80 million to $85 million for the fiscal year. Depreciation and amortization are expected to be $88 million to $90 million. Interest expense is now expected to range from $18 million to $18.5 million. Also, our guidance reflects an adjusted effective tax rate of 23.5% to 24%, while our reported effective tax rate is now expected to be 13% to 13.5%.

Before we open up the call for Q&A, I'd like to take a moment to thank Dennis Eidson for his leadership of the company after jumping back into the CEO seat for the last year plus, and also to wish him a happy retirement as he continues as Chairman of the Board.

And finally, I'd like to publicly welcome Tony to SpartanNash; and the executive team and I look forward to working with him as he leads us into our next phase of growth.

With that, I'd like to turn the call back over to the operator and open it up for questions.

Questions and Answers:

Operator

Thank you. We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Chuck Cerankosky from Northcoast Research. Please go ahead.

Chuck Cerankosky -- Northcoast Research -- Analyst

Good morning, everyone.

Tony Sarsam -- President and Chief Executive Officer

Good morning, Chuck.

Chuck Cerankosky -- Northcoast Research -- Analyst

Tony, you mentioned the sense of urgency around improving the productivity of Spartan's supply chain. Do you see any low-hanging fruit there or can you talk about some projects you want to get to quickly to improve the operating margin within food distribution?

Tony Sarsam -- President and Chief Executive Officer

Well, a great question. And I want to -- I want to -- I'll caveat this one and many others today with the notion that I've been here six-and-half weeks. I don't have absolutely everything figured out yet. But as I look at our DC and our performance overall, it's clear that we have opportunities at a high level. We have process opportunity the way we run our DCs. We have -- you know we have some infrastructure opportunities. We have aging IT systems for example.

So, there's a number of productivity areas that we can go hunt. I don't think there's any one panacea, but there's certainly a number of areas where we can go make improvements and get a turnaround there. So, I mean the -- need that exercise right now to figure out which ones take on first and how we go about them.

Operator

The next question comes from Karen Short from Barclays. Please go ahead.

Caitlin Howard -- Barclays -- Analyst

Hi, good morning. This is Kate Howard on for Karen. First, congratulations, Tony. We look forward to working with you.

Tony Sarsam -- President and Chief Executive Officer

Thank you.

Caitlin Howard -- Barclays -- Analyst

I guess my first question is, can you talk about how much of an impact lapping the exit of fresh production had on the food distribution segment from a year-over-year standpoint?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. Yes. So, it's a helpful question, Kate. And it's a little -- you know, little misleading in a way we report the segment as to what that did to Food Distribution. So, from an external standpoint as we've had in the press release, the Food Distribution segment was up about 7.8% for the quarter. But if you were to adjust out for the Fresh Production and some of the business either from the kitchen that went away last year that we're lapping in, that we talked about at the end of the first quarter where we're exiting the Fresh Cut business, I would say that the Food Distribution, like the core Food Distribution without the Caito impact on it was probably 500 basis points higher. So, it's probably closer to a 12.7, 12.8 for the quarter. And when we talked last quarter about the 15.5, we probably weren't clear enough that that was the Food Distribution portion and it was not netted with Caito in the way we would externally reported.

So, I would say that we did see some moderation during the course of the quarter in order to end up with that 12.8 in Food Distribution. But you know, we definitely were ex the Caito production business about 500 basis points higher.

Caitlin Howard -- Barclays -- Analyst

Okay. That's really helpful. And I guess kind of along those lines, can you share what current trends to-date are in both Food Distribution and at Retail?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. I mean I think that we would see -- well, we would say that we've seen a little bit of moderation further but it's been choppy. And so, it's difficult to understand if just the way some of the different states reopening are impacting that, or if there are other factors that are at play. But I would say that from the numbers that we average for the third quarter, we're probably -- as we sit here today, maybe 100 basis points to 150 basis points offset. Certain parts of retail, certain -- you know, certain geographies that are maybe even more open than others might be off to a greater extent. But we're probably 100 basis points to 150 basis points down.

Caitlin Howard -- Barclays -- Analyst

Great. Thank you.

Operator

The next question comes from Scott Mushkin from R5 Capital. Please go ahead.

Scott Mushkin -- R5 Capital -- Analyst

Hey, guys, thanks. Thanks for taking my questions. And, Tony, welcome. I'm excited to work with you guys and work with you. So, glad -- I'm glad Dennis found a great successor. Anyway, I just wanted to clarify what you just said, Mark, actually. So, you said that the sales are down about 100 basis points and 150 basis points from where they were running.

Mark Shamber -- Executive Vice President and Chief Financial Officer

Well, from the average of the quarter. I mean --

Scott Mushkin -- R5 Capital -- Analyst

Average of the quarter.

Mark Shamber -- Executive Vice President and Chief Financial Officer

-- it's a little tricky to, you know, from where they were running per se. But for the average for the quarter, we're down a little bit.

Scott Mushkin -- R5 Capital -- Analyst

Okay. So, then -- and maybe, Tony, you don't have an answer for this yet. But I mean obviously, this military business has been a drag on the company for a really long time. Have you put any thought into what to do with it? Is there anything to do with it? Is it something that we need to stick with or how should we -- how should we think about that?

Tony Sarsam -- President and Chief Executive Officer

Yes, it's a great question. So, and it does -- you know obviously as you know, it's a long legacy business and a lot of -- there's a lot of history and pride in serving the military. But the military results are not acceptable. And so that business will change. It has to change. And we're going to look to harking back to my previous question, see how much of that is an operating efficiency. I don't think we'll find all of it there but I hope that that's an appropriate place to start. And we'll find other ways to improve it. But my broad commitment here is to grow SpartanNash top line and bottom line, and military has to play and it hasn't.

So, there will be changes there, for certain.

Scott Mushkin -- R5 Capital -- Analyst

So then this is again more of a strategic question. Maybe it's not fair because you have six-and-half weeks under your belt. But Spartan has always been acquisitive. I think you obviously signed an incredible contract with Amazon. How are you initially thinking about the growth trajectory of the company? Obviously, there's work to be done on the operational side which I think you framed. But kind of looking out a couple of years, how do you think this business grows both from a -- maybe organically and then also through M&A?

Tony Sarsam -- President and Chief Executive Officer

Well, it's -- I mean, I think, it will grow on both those ways. And I think the -- we will be, you know, as we -- as we said in our previous calls, I believe we'll be opportunistic if we have an opportunity to grow in retail. But the big thrust of our growth will be in distribution. And we'll look for ways to expand that and expand it with new customers that are growing and growing some old ones. And then look for that -- look to set up new beachhead to -- for growth. And we have, of course, great opportunities geographically to do that.

So, it will be probably more aggressive in looking at acquisitions in the distribution space at that expense and probably more opportunistic on the retail space.

Scott Mushkin -- R5 Capital -- Analyst

That's terrific. And do I have time for one more or should I just get back in the queue?

Tony Sarsam -- President and Chief Executive Officer

Yeah. I think we're OK at the moment. We're doing well on time.

Scott Mushkin -- R5 Capital -- Analyst

Okay. So, then this is more of a shorter-term question. I mean, obviously, COVID is escalating across the country. And so, it's kind of a two-part question. Number one, are you seeing in places where it's really starting to surge and they're starting to close down, are you seeing improvements in the sales trajectory? That's number one.

And number two is, I wonder if you could give us a little look into the independent grocer growth. Obviously, when COVID started up, they were big winners and compared to like maybe a Walmart or something like that as people flocked there. So it's kind of a two-part question, and then I'll yield. Thanks.

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. So, I mean, I think, on the overall trends and as you've highlighted with some of the COVID cases rising back up, I don't know that we've seen anything really measurable that we could call out through the last few weeks. The trends that we have in certain geographies have been relatively consistent. There's been maybe a week or two where they were a little outside of the norms or outside the trends from that standpoint. But I don't know, like, let's say, if we said Michigan, as an example, I don't know that if Michigan certainly has had an uptick in cases that we've seen anything significantly change. But that may be part of the government hasn't moved our protocols further. And so that could be driving it or there's aspects where the kids are still in school in many respects. And so, as more and more schools shut down and go to a hybrid model and working remote, we may see greater impact there. But it hasn't been sustained and/or clear enough to point to anything specific in that regard, Scott.

And then as it relates to the second question; look, I mean, I think the independents they continue to benefit in this environment. We look at their numbers and even in a normal year, right, there are some independents that are doing great. And there are some independents that are middling, I would say, that with the tailwinds that account to food at home and benefiting the independents, they're all benefiting, but they're not all benefiting to the same degree.

And so, just like we've have in a normal year where we could point to some books being up and some books being down, we've got books being up, but up to different degrees, I think the one thing that really hasn't been much in play until maybe the last month or so, maybe even the last two months is that there was certainly a pause on competitive openings during the peak of COVID. Folks weren't doing construction, folks weren't going out, and then setting new stores, opening new stores. People were focusing on running what they had. And now that the countries reopened to varying degrees, you are seeing that some of the competitive openings against independents in different geographies are now occurring. That might be months later than they were originally planned.

So, I think this may be the only recent change in dynamic is that competitive openings that have been paused for a significant period of time or either back on the calendar and/or occurring. But the independence of all benefited just to varying degrees based on their competition as well as their individual execution.

Scott Mushkin -- R5 Capital -- Analyst

Terrific. Thanks for the answers. Appreciate it.

Mark Shamber -- Executive Vice President and Chief Financial Officer

You're welcome.

Operator

The next question comes from Greg Badishkanian from Wolfe Research. Please go ahead.

Spencer Hanus -- Wolfe Research -- Analyst

Good morning. This is Spencer Hanus on for Greg. Congratulations, Tony, on the new role.

Tony Sarsam -- President and Chief Executive Officer

Thank you.

Spencer Hanus -- Wolfe Research -- Analyst

So, if we look at 2021, how well positioned do you think you are to just keep the sales and EBITDA gains from 2020? And then when consumers start to split their baskets again, what do you see as some of the biggest factors driving where they choose to shop?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Well, I mean, it's a little early to be predicting 2021 simply because we're not sure what the sales trends will be coming out of the holidays and going into next year. But I mean, I think that to the extent that there's a longer-term shift of food at home from food away from home -- and look, we all take the news of a possible vaccine as a positive, but you also get sort of a refresher that it's going to be six to nine months before that's widely available.

And so, I mean we've talked before that the northern geographies where we primarily operate, it's quite likely that folks are not going to be going out to dinner as much as they were before because they don't need to be indoors. And frankly, if the number of COVID cases continues to spike, occupancy levels that have been returned to 100% or maybe 50% capacity may be cut back further. And so that should help our numbers going to 2021.

I'd like to think that we retain a good portion of the EBITDA in the sales that we've generated. But honestly, not willing to kind of put anything down as to a range until we get through the year end and see what the trends are as we start off for the new year.

So, I think you can understand that. I mean, we've tried at SpartanNash to set some guidance and based on what we've seen for the expectations and we've managed to sort of stay in the range and occasionally it's been a little lighter than what we predicted. But we're all trying to predict the future. It's something we've never seen before.

And then I'm sorry, in terms of the second question was -- the second half of the question was about retaining the business?

Spencer Hanus -- Wolfe Research -- Analyst

The splitting of the [Speech Overlap] Yes. How do you think customers [Speech Overlap] yes, yes.

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. I mean I think that -- I think that from our consumer perspective, you know we've brought folks into the store that may have previously shopped with us that have been refreshed in getting to see how we've changed over the years. And we've -- we're working very hard to make sure that those customers retain -- we retain those customers.

I would tell you that what we've seen on the private label and owned brand side where you know we've made some market share gains and we've been able to keep those, I mean our own brands growth in the third quarter was pretty consistent with our comp, whereas we saw for a lot of our -- a lot of competitors, that they were maybe 200 basis points to 300 basis points lower as national brands return to the stores. And I think we're doing a good job with that, with the quality of the products that we're offering and the price points.

And I think that consumers are looking at what their bottom line purchases going out the door compared to maybe when they were shopping at a competitor and saying that we're on par at a reasonable difference. And so, we're able to retain those customers and we'll have to keep working at it. But I think we've been pretty successful today.

Spencer Hanus -- Wolfe Research -- Analyst

That's great color. And then, on your distribution center, can you talk about how much incremental volume you could put through your existing facilities before you'd need to add capacity just as you start to add new customers?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. I mean, that's really a function of the type of volume and where it comes, right. I mean, there's some distribution centers that could easily handle $0.5 billion of incremental volume based on their size and current capacity and what we've done in the past.

There are other distribution centers where an incremental $50 million might need us -- lead us to go off-site either because of the size of the distribution center or the types of orders that we received there.

So, it's not a one-answer-fits-all kind of response. But I would say that we've built out our infrastructure and we're looking at growing toward the future. And it's an area that as we add additional capacity that it relieves capacity off of other distribution centers. And so, we benefit maybe in two or three locations as we need space.

And so, I think, it'll be incremental bills that would not be that significant of an increase on our capital expenditures and, hopefully, in many instances we just be able to fit in with the normal year-to-year capex. But certainly, if we had a big spike for in one year, it's not unreasonable to think that capital allocation could go from the roughly 1% we generally have done to maybe 1.25%, 1.3%. But I think that that's more of a one-year scenario versus a need to get into a cycle like that going forward. I think that we can manage our growth within the capital plans that we have right now.

Spencer Hanus -- Wolfe Research -- Analyst

Great. Thank you.

Mark Shamber -- Executive Vice President and Chief Financial Officer

You're welcome.

Operator

The next question comes from Kelly Bania from BMO Capital Markets. Please go ahead.

Kelly Bania -- BMO Capital Markets -- Analyst

Hi. Good morning. Thanks for taking our questions. And also just want to express our congratulations and welcome to you as well, Tony, from all of us here.

Tony Sarsam -- President and Chief Executive Officer

Thank you.

Kelly Bania -- BMO Capital Markets -- Analyst

I wanted to just kind of go back to that comment. I think, Mark, that you made about the 500-basis impact from Caito. And can you just walk us through how that same dynamic may have impacted the past couple of quarters in the Food Distribution segment?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. Yes, I mean I can tell you. I mean, it's -- it may take me a second just to be able to guess the answer for the first quarter. But here's -- so just maybe as a refresher was -- it was at this time a year ago that we are now -- yes, I mean, no it was the second quarter last year, sorry, I apologize. But in the second quarter of last year, we announced that we were going to exit the Fresh Kitchen business and that we were considering disposition of Fresh Kitchen and Fresh Cut. And at that point in time we talked about the Fresh Kitchen business being maybe $50 million or so on a run rate. And we wound that down during the course of the third quarter, it may have been a little bit into the fourth quarter. And so, that took away a portion of the business.

But then as we mentioned on the first quarter earnings call, we were in the process of growing the Fresh Cut and shifting some volumes around when we lost a significant customer. And based on that customer's volume within the Fresh Cut business, we just couldn't make the Fresh Cut business profitable quickly enough to sustain that customer's loss and try to rebuild. And so, we made the difficult decision to exit Fresh Cut.

And so, as we look at where we are right now, the numbers earlier in the year are probably that we're down -- we're down probably $35 million to $40 million on a year-over-year basis in both the second quarter and third quarter in sales from those portions of Caito. There's probably a little bit that's in there on the distribution side because they do some foodservice business and the foodservice business has been softer.

In the first quarter, that number may be down $30 million to $35 million, because we did operate the Fresh Cut business for the bulk of the first quarter. We wound it down starting in like the March timeframe. So, almost around the timeframe that COVID started giving us significant sales lift, we started to see that go down.

So, when you look at it in the numbers that we were putting up in Food Distribution in the first quarter and second quarter, really didn't kind of factor into the call out and we just kind of reported the combined numbers. But as we've talked about, there were questions how do we did the earnings release last night. Not missing it in the third quarter makes it seem as if our ongoing Food Distribution business had greater weakness and maybe others in the space are reporting. And so, thought, would be helpful to clarify that particularly when we got the question this morning.

Kelly Bania -- BMO Capital Markets -- Analyst

Okay. That's helpful. And, I guess, Tony, you had mentioned just, investments in capital. I think you called out some IT that is a little dated. I guess, should we think about maybe Spartan's shifting a little bit more into an investment phase here because it feels like there's been some focus on just cost cutting over the last couple of years. And just curious how you think about that dynamic, if you can elaborate on that at all?

Tony Sarsam -- President and Chief Executive Officer

Sure. Well, I doubt having to comment on the past investments. Looking forward, just pure cost cutting, I don't think is an appropriate way to think about how we're going to make our investments. We will make -- certainly make investments that make us more productive because that productivity gives us the license to go grow our business. And that comes, I think that these things are virtuous circle, if you will. And so, I think, we will look to balance those investments, balance in between things that make us more productive and things that make us more capable of serving our customers and things that give us greater capacity as Mark mentioned a moment ago.

So, I think those things will all work in balance. And that's what I think about our investments going forward.

Kelly Bania -- BMO Capital Markets -- Analyst

Okay. And, I guess with the Amazon announcement last month, lots of questions there. I don't know how much you can say, if at all. But how should we think about modeling that in over the next couple years? And really what's the driver behind that? I mean, what's happening for Amazon that we should think about drives the growth there for you?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Well, I think the last question is probably a better question -- it's probably a better question for Amazon than for us. I'm not sure for any customers that we should sort of be discussing what's driving their growth. But look, I think we would be shocked if we didn't get a question about Amazon on this call, right? And so -- given the announcement last month.

I would say, listen, we've been doing business with Amazon since back in 2016 when Dennis was in the CEO seat and Dave was in the COO seat. And we talked a bit then about how we were doing, grocery with them, some show and some frozen, and that we're working with them and within the Amazon Fresh and Prime Now are parts of the business. And that relationship has continued over the last four and a half, almost now five years. And I think that the announcement certainly indicates that we're going to continue to work with them. And there's an opportunity for Amazon, which we hope they fully take advantage of, to purchase up to $8 billion over the course of seven years or less in order to get the warrants to be able to exercise in our stocks.

And the cadence of that, we wouldn't necessarily discuss, we wouldn't share. If Amazon ever becomes significant enough of a customer where they'd be north of 10% of sales, we'd obviously disclose that. We haven't disclosed that previously. But if you do the math, if there's $8 billion in purchases over seven years to fully vet the exercisability of all the warrants that would average out to north of $1.01 billion in sales over that seven-year period.

So, we hope they do that over that time frame. And if they'd like to get that done even sooner, that would be a welcome benefit on ours. So, we've worked with them for a number of years, continue to work with them. They've been a great customer and we look forward to continuing the partnership.

Kelly Bania -- BMO Capital Markets -- Analyst

Thank you.

Mark Shamber -- Executive Vice President and Chief Financial Officer

You're welcome.

Operator

The next question comes from Damon Polistina from Deutsche Bank. Please go ahead.

Damon Polistina -- Deutsche Bank -- Analyst

Good morning. Congratulations, Tony.

Tony Sarsam -- President and Chief Executive Officer

Thank you.

Damon Polistina -- Deutsche Bank -- Analyst

Yes. So, can you just speak to some of the proportional environment you're seeing in retail, how it's changed over the last couple months compared to the height of pandemic? Have you seen competitors become more promotional?

Mark Shamber -- Executive Vice President and Chief Financial Officer

I don't know that we've seen -- I think a couple of things there, Damon. I would say that over the last few months, we've seen -- there was a period of time where some competitors stopped running print ads and only went digital. I would say that looking at the space, promotions are down overall. I don't know that competitors have gotten, say, more promotional than maybe where they were pre-COVID, but I think that the promotion levels are slowly inching their way back to normal levels. And at what point and what date we get there remains to be seen.

There are some challenges which is why you just won't be back to normal levels, because there's some products that you can't even secure still. And if you were to secure and put it on promotion, would be gone in a flash. And in that regard, folks need to make sure they have an ample supply if they're going to try and put it on promotion. And if you can sell it all at full cost, you're -- some of the things like the cleaning supplies and disinfectants, those don't need to be in a promotional environment.

So, I don't know that there's been any significant change there, but I would say that the levels have risen from where they were during the spring but they're still below where they were spring, but they're still below where they were in the beginning of the first quarter of 2020.

Damon Polistina -- Deutsche Bank -- Analyst

And then one more for me, just on the e-commerce, it was up 175% this quarter. Can you just speak to kind of the consumer's response to your offerings? And then kind of where you see that business coming out to as far as the percentage of the mix and then the kind of profitability levels of that business?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. So, I mean, I'll answer the last question, first. I mean, we've spoken that our e-commerce business is profitable, but it's not as profitable as a consumer going into the store and shopping on their own.

So, I mean, we've made great inroads over the last couple of years to increase the profitability of that business. But a customer going into the store and shopping versus us having a personal shopper, the savings you get from not having a cashier does not equate to the time it takes the personal shopper. So, that's for sure.

As a percentage of our business, I would say that in the case of the stores that have e-commerce, it's running a little bit north of 4% of sales in the third quarter. And so, pre-COVID, that was closer to like 2%, 2.25%. So, that's -- that does kind of match up with the north of 175% that we referenced.

And we would say that those consumers, we certainly are down from the peaks where people weren't willing to go into the stores. But we've certainly seen that a great deal of the incremental volume that we've picked up has been pretty sticky and that new customers that we got during that time frame continue to utilize the Fast Lane offerings that we have and the other e-commerce offerings.

And then as we've always seen with some of the Fast Lane business that they basically fill in during the week or they go into the stores for certain offerings in addition to what they're buying for eCommerce. And so, we're getting an overall greater percentage of that consumers basket by virtue of the eComs offering that we have.

Damon Polistina -- Deutsche Bank -- Analyst

Thank you.

Operator

The next question comes from Peter Saleh from BTIG. Please go ahead.

Peter Saleh -- BTIG -- Analyst

Great. Thanks and congrats, Tony, on the position, on the role. I just want to come back to the conversation around capital investment. Tony, when you think about next year, do you think you'll be making more changes in terms that you'll need more capital investment or more operational investments next year as you kind of maybe plan for increased volume from some new customers?

Tony Sarsam -- President and Chief Executive Officer

Yes. Let me clarify your question. So, let's say, well, the investments -- as we prepare for bringing in new customers, is it more capital or process orientated, is that the essence of it?

Peter Saleh -- BTIG -- Analyst

Correct. I'm trying to understand if you're -- you'll be making a little bit more capital investments next year versus prior couple of years.

Mark Shamber -- Executive Vice President and Chief Financial Officer

I mean, I don't think that it'll be measurable. I mean, again, in any given year, we can be as little as 90 basis points of sale and maybe as high at 1.1%. So, I think we'll probably be in that range. So, I don't know that it's a big shift. And honestly, this year, more than any other year, with all the delays associated with COVID, it's quite possible that some of the capital doesn't get spent just because of the way the timing plays out.

And I'll give it -- I'll give a very perfect example is that we're looking to do some work in a distribution center right now and we're having trouble getting permitting. And the permit has been handed for a number of weeks but we haven't gotten it approved because there's only a handful of people that handle that in the office and it needs to go through two or three levels and more. And in that particular municipal office, three of the folks that would be associated with getting us approval are currently ill with COVID.

And so, that's a scenario where we're going to be delayed spending the capital simply because of world events, not that we would otherwise not spend the money. So, I mean, I can say next year being a little bit higher but it's more likely going to be because of things like that than you know by virtue of customer growth that we -- that we suddenly need to spend an extra $30 million.

Peter Saleh -- BTIG -- Analyst

All right. Thank you very much.

Operator

The next question is a follow up from Chuck Cerankosky from Northcoast Research. Please go ahead.

Chuck Cerankosky -- Northcoast Research -- Analyst

Thanks for the follow-up. In looking at the Amazon relationship, I'm sort of focusing here on the share count going forward. It's up to them when they hit certain spending thresholds with you which in turn allows them to exercise the warrant. Is that tied to any particular part of the year? Is there any predictability in that process, so that we can have a better idea on where the share count is going to be? And I understand you can be using the treasury method. So, if you could comment on that a little bit, Mark, would be helpful.

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. So, that's a very complicated question. Hey, let me -- let me try to explain it as simply as I can. So, the agreement allows for Amazon to have the ability to purchase up to 5.4 million shares, subject to certain vesting conditions. Approximately 20% or about $1.08 million of those warrants vested upon execution of the agreement. Those warrants could be exercised today or any day from now to the remaining six-plus years on the agreement.

Additional vesting is occured with some requirements which are not public and won't be public, but will certainly reflect warrants expense over time as the conditions of those vestings are met and that'll be in our numbers and be in our guidance.

As it relates specifically, Chuck [Phonetic], then to your question about the shares -- yes, I mean, without going into all the accounting, it'll be the treasury stock method, which basically takes -- says that for the proceeds, you would get from the exercise of the warrants, you would take that cash and apply that against buying back the stock on the open market.

And so, in a very simple example if all -- if the stock doubled, you would only get a solution of 1.25% versus 2.5% simple because you could buy back half the shares on the open market because they only double the price.

So, folks -- all the folks with your models are -- the information is out there publicly, kind of do the math and see what the dilution would be. But it's -- the dilution varies based on where the stock trading at that point, but it would be a fraction of what's currently exercisable simply based on where the stock is currently trading.

And if there's further questions, I can walk somewhat through it offline, but that's probably the most accounting talk anybody wants on an earnings call.

Chuck Cerankosky -- Northcoast Research -- Analyst

And then the timing of additional vesting is not tied to anything but how much Amazon purchases going forward after the initial piece?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. I'm not going to -- not going to comment on what the vesting criteria, but there are different vesting criteria as to how they achieve that. That was redacted from the document. So we're going to keep that -- keep that appropriately confidential.

Chuck Cerankosky -- Northcoast Research -- Analyst

All right. Thank you.

Operator

The next question is a follow-up from Scott Mushkin from R5 Capital. Please go ahead.

Scott Mushkin -- R5 Capital -- Analyst

Hey, guys. Thanks for taking my follow-up questions. So, I just want to get some clarification on a couple things. If you guys are fully engaged with a retailer, look, both dry and fresh, how much of the store do you think you control or over distributor -- chose the wrong word. Is it 60%, 70%? Is it 80%? What would you put that in for us?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Yes. I mean -- I guess I would say it's a function of what they're doing DSD. But I mean I would say like a good penetration for us. Some retailers north of 50% would be a strong penetration but probably a mass penetration would be closer to 70%, maybe 65%, but again, it's all a mixture of both, how much shelf space, how much center store, how they've got that broken out. But north of 70% would be unusual. 60% to 65% might be a normal math. And there are some retailers depending upon what they're carrying and where they're devoting their space, it could be lower.

Scott Mushkin -- R5 Capital -- Analyst

And your expectation with Amazon, is it they're going to be a full partner utilizing everything you guys do?

Mark Shamber -- Executive Vice President and Chief Financial Officer

I wouldn't want to comment on that because I don't know -- I don't know enough about their relationships that I should comment as to whether or not that would be a penetration with them, whether -- in any of the given areas that we serve them.

Scott Mushkin -- R5 Capital -- Analyst

But, Mark, maybe -- I think you probably answered, are you going to service them with fresh and dry grocery or just dry?

Mark Shamber -- Executive Vice President and Chief Financial Officer

No, we continue to do fresh and dry, yes. I mean, we've done, that wouldn't be some of the perishable products that we referenced in [Indecipherable].

Scott Mushkin -- R5 Capital -- Analyst

Okay. So, kind of taking a step back and looking at the relationship and Amazon's plans, I'm struggling to understand why it's not in their interest to go way beyond, if they're growing their store base and their other capabilities in consumables, why they wouldn't want to blow through these targets/ I mean, clearly, would help your equity a ton. And so, if they're growing this business, I'm just trying to understand why it wouldn't be in their best in interest to exceed these targets?

Mark Shamber -- Executive Vice President and Chief Financial Officer

Well, again, that's probably a better question for them. I would say that we would welcome that as long as it's not some crazy level of growth that would be difficult for us to support. But, I mean, that's a question for them. I mean, we're certainly here ready to support them as a customer and all of our customers in any of their efforts to grow their business. And that's -- we help our customer succeed with growth and we all succeed. And so that's a win-win on front and that's no different from the single store independent to our largest customer.

So, I mean, I would not disagree. But I mean it's the individual customers have the different reasons for making their decisions and we're there to support them as much as they want to work with us. And we always like it to be more.

Scott Mushkin -- R5 Capital -- Analyst

And you could support them nationally?

Mark Shamber -- Executive Vice President and Chief Financial Officer

I think, yes. I think we feel comfortable. I mean, we're supporting some other customers on a national basis and you know as we continue to grow -- depending on where our growth comes, we -- our footprint may expand. And I think we can still fit it within our capital expenditures that we've been asked about a couple times. But, yes, we're able to support folks nationally now. We do that. And we've been doing that for a number of years for a handful of customers.

Scott Mushkin -- R5 Capital -- Analyst

Great. Thank you for letting me follow-up.

Mark Shamber -- Executive Vice President and Chief Financial Officer

Sure.

Operator

[Operator Instructions] There are no questions in the queue. This concludes our question-and-answer session. I'd like to turn the conference back over to Tony Sarsam for any closing remarks.

Tony Sarsam -- President and Chief Executive Officer

Great. Thank you so much. And I just want to thank all of you for participating in today's call. It was great to get a chance to meet you in this fashion and looking forward to working with you in the future. Certainly, appreciate the opportunity to share a little bit of our personal background as well as give you this update on the third quarter performance. And, again, looking forward to the next time we have a chance to speak. So, with that, I wish you all a great day.

Operator

[Operator Closing Remarks]

Duration: 55 minutes

Call participants:

Chris Mandeville -- Managing Director of Investor Relations

Tony Sarsam -- President and Chief Executive Officer

Mark Shamber -- Executive Vice President and Chief Financial Officer

Chuck Cerankosky -- Northcoast Research -- Analyst

Caitlin Howard -- Barclays -- Analyst

Scott Mushkin -- R5 Capital -- Analyst

Spencer Hanus -- Wolfe Research -- Analyst

Kelly Bania -- BMO Capital Markets -- Analyst

Damon Polistina -- Deutsche Bank -- Analyst

Peter Saleh -- BTIG -- Analyst

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