We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
United Natural Foods Inc | NYSE:UNFI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.3863 | 4.11% | 9.7963 | 9.68 | 9.46 | 9.56 | 465,319 | 01:00:00 |
|
Delaware
|
|
05-0376157
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
313 Iron Horse Way, Providence, RI
|
|
02908
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common stock, par value $0.01
|
UNFI
|
New York Stock Exchange
|
Large accelerated filer
X
|
|
Accelerated filer __
|
Non-accelerated filer __
|
|
Smaller reporting company __
|
|
|
Emerging growth company __
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 27,
2019 |
|
July 28,
2018 |
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
37,861
|
|
|
$
|
23,315
|
|
Accounts receivable, net
|
|
1,049,273
|
|
|
579,702
|
|
||
Inventories
|
|
2,214,950
|
|
|
1,135,775
|
|
||
Prepaid expenses and other current assets
|
|
185,498
|
|
|
50,122
|
|
||
Current assets of discontinued operations
|
|
147,521
|
|
|
—
|
|
||
Total current assets
|
|
3,635,103
|
|
|
1,788,914
|
|
||
Property and equipment, net
|
|
1,648,156
|
|
|
571,146
|
|
||
Goodwill
|
|
471,843
|
|
|
362,495
|
|
||
Intangible assets, net
|
|
1,071,898
|
|
|
193,209
|
|
||
Other assets
|
|
107,078
|
|
|
48,708
|
|
||
Long-term assets of discontinued operations
|
|
393,143
|
|
|
—
|
|
||
Total assets
|
|
$
|
7,327,221
|
|
|
$
|
2,964,472
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
1,472,250
|
|
|
$
|
517,125
|
|
Accrued expenses and other current liabilities
|
|
227,356
|
|
|
103,526
|
|
||
Accrued compensation and benefits
|
|
152,757
|
|
|
66,132
|
|
||
Current portion of long-term debt and capital lease obligations
|
|
133,676
|
|
|
12,441
|
|
||
Current liabilities of discontinued operations
|
|
116,110
|
|
|
—
|
|
||
Total current liabilities
|
|
2,102,149
|
|
|
699,224
|
|
||
Long-term debt
|
|
2,943,992
|
|
|
308,836
|
|
||
Long-term capital lease obligations
|
|
122,936
|
|
|
31,487
|
|
||
Pension and other postretirement benefit obligations
|
|
208,816
|
|
|
—
|
|
||
Deferred income taxes
|
|
43,232
|
|
|
44,384
|
|
||
Other long-term liabilities
|
|
374,949
|
|
|
34,586
|
|
||
Long-term liabilities of discontinued operations
|
|
935
|
|
|
—
|
|
||
Total liabilities
|
|
5,797,009
|
|
|
1,118,517
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, par value $0.01 per share, authorized 5,000 shares; issued none
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share, authorized 100,000 shares; 51,719 shares issued and 51,104 shares outstanding at April 27, 2019, 51,025 shares issued and 50,411 shares outstanding at July 28, 2018
|
|
517
|
|
|
510
|
|
||
Additional paid-in capital
|
|
502,733
|
|
|
483,623
|
|
||
Treasury stock at cost
|
|
(24,231
|
)
|
|
(24,231
|
)
|
||
Accumulated other comprehensive loss
|
|
(43,385
|
)
|
|
(14,179
|
)
|
||
Retained earnings
|
|
1,096,582
|
|
|
1,400,232
|
|
||
Total United Natural Foods, Inc. stockholders’ equity
|
|
1,532,216
|
|
|
1,845,955
|
|
||
Noncontrolling interests
|
|
(2,004
|
)
|
|
—
|
|
||
Total stockholders’ equity
|
|
1,530,212
|
|
|
1,845,955
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,327,221
|
|
|
$
|
2,964,472
|
|
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||||||||||
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 27,
2019 |
|
April 28,
2018 |
||||||||
Net sales
|
|
$
|
5,962,620
|
|
|
$
|
2,648,879
|
|
|
$
|
14,979,982
|
|
|
$
|
7,634,435
|
|
Cost of sales
|
|
5,174,070
|
|
|
2,240,792
|
|
|
13,017,318
|
|
|
6,487,610
|
|
||||
Gross profit
|
|
788,550
|
|
|
408,087
|
|
|
1,962,664
|
|
|
1,146,825
|
|
||||
Operating expenses
|
|
737,681
|
|
|
325,779
|
|
|
1,852,768
|
|
|
957,964
|
|
||||
Goodwill and asset impairment (adjustment) charges
|
|
(38,250
|
)
|
|
—
|
|
|
332,621
|
|
|
11,242
|
|
||||
Restructuring, acquisition, and integration related expenses
|
|
19,438
|
|
|
151
|
|
|
134,567
|
|
|
151
|
|
||||
Operating income (loss)
|
|
69,681
|
|
|
82,157
|
|
|
(357,292
|
)
|
|
177,468
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||
Net periodic benefit income, excluding service cost
|
|
(10,941
|
)
|
|
—
|
|
|
(22,691
|
)
|
|
—
|
|
||||
Interest expense, net
|
|
54,917
|
|
|
4,347
|
|
|
121,149
|
|
|
12,060
|
|
||||
Other, net
|
|
958
|
|
|
(24
|
)
|
|
231
|
|
|
(1,305
|
)
|
||||
Total other expense, net
|
|
44,934
|
|
|
4,323
|
|
|
98,689
|
|
|
10,755
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
24,747
|
|
|
77,834
|
|
|
(455,981
|
)
|
|
166,713
|
|
||||
(Benefit) provision for income taxes
|
|
(8,027
|
)
|
|
25,943
|
|
|
(104,091
|
)
|
|
33,831
|
|
||||
Net income (loss) from continuing operations
|
|
32,774
|
|
|
51,891
|
|
|
(351,890
|
)
|
|
132,882
|
|
||||
Income from discontinued operations, net of tax
|
|
24,370
|
|
|
—
|
|
|
47,847
|
|
|
—
|
|
||||
Net income (loss) including noncontrolling interests
|
|
57,144
|
|
|
51,891
|
|
|
(304,043
|
)
|
|
132,882
|
|
||||
Less net (income) loss attributable to noncontrolling interests
|
|
(52
|
)
|
|
—
|
|
|
116
|
|
|
—
|
|
||||
Net income (loss) attributable to United Natural Foods, Inc.
|
|
$
|
57,092
|
|
|
$
|
51,891
|
|
|
$
|
(303,927
|
)
|
|
$
|
132,882
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.64
|
|
|
$
|
1.03
|
|
|
$
|
(6.93
|
)
|
|
$
|
2.63
|
|
Discontinued operations
|
|
$
|
0.48
|
|
|
$
|
—
|
|
|
$
|
0.95
|
|
|
$
|
—
|
|
Basic income (loss) per share
|
|
$
|
1.12
|
|
|
$
|
1.03
|
|
|
$
|
(5.99
|
)
|
|
$
|
2.63
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.64
|
|
|
$
|
1.02
|
|
|
$
|
(6.93
|
)
|
|
$
|
2.61
|
|
Discontinued operations
|
|
$
|
0.48
|
|
|
$
|
—
|
|
|
$
|
0.94
|
|
|
$
|
—
|
|
Diluted income (loss) per share
|
|
$
|
1.12
|
|
|
$
|
1.02
|
|
|
$
|
(5.99
|
)
|
|
$
|
2.61
|
|
Weighted average share outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
50,846
|
|
|
50,424
|
|
|
50,748
|
|
|
50,563
|
|
||||
Diluted
|
|
50,964
|
|
|
50,751
|
|
|
50,748
|
|
|
50,816
|
|
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||||||||||
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 27,
2019 |
|
April 28,
2018 |
||||||||
Net income (loss) including noncontrolling interests
|
|
$
|
57,144
|
|
|
$
|
51,891
|
|
|
$
|
(304,043
|
)
|
|
$
|
132,882
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Recognition of interest rate swap cash flow hedges
(1)
|
|
(16,196
|
)
|
|
729
|
|
|
(26,898
|
)
|
|
3,649
|
|
||||
Foreign currency translation adjustments
|
|
(1,326
|
)
|
|
(3,159
|
)
|
|
(2,308
|
)
|
|
(2,320
|
)
|
||||
Total other comprehensive (loss) income
|
|
(17,522
|
)
|
|
(2,430
|
)
|
|
(29,206
|
)
|
|
1,329
|
|
||||
Less comprehensive (income) loss attributable to noncontrolling interests
|
|
(52
|
)
|
|
—
|
|
|
116
|
|
|
—
|
|
||||
Total comprehensive income (loss) attributable to United Natural Foods, Inc.
|
|
$
|
39,570
|
|
|
$
|
49,461
|
|
|
$
|
(333,133
|
)
|
|
$
|
134,211
|
|
(1)
|
Amounts are net of tax (benefit) expense of
$(6.0) million
and
$0.3 million
for the 13-week periods ended
April 27, 2019
and
April 28, 2018
, respectively, and
$(9.9) million
and
$1.6 million
for the
39-week
periods ended
April 27, 2019
and
April 28, 2018
, respectively.
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total United Natural Foods, Inc.
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances at July 28, 2018
|
51,025
|
|
|
$
|
510
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
483,623
|
|
|
$
|
(14,179
|
)
|
|
$
|
1,400,232
|
|
|
$
|
1,845,955
|
|
|
$
|
—
|
|
|
$
|
1,845,955
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
277
|
|
|
277
|
|
|
|
|
277
|
|
||||||||||||
Restricted stock vestings and stock option exercises
|
408
|
|
|
4
|
|
|
|
|
|
|
(3,023
|
)
|
|
|
|
|
|
|
|
(3,019
|
)
|
|
|
|
(3,019
|
)
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
14,511
|
|
|
|
|
|
|
|
|
14,511
|
|
|
|
|
14,511
|
|
||||||||||||
Other/share-based compensation
|
|
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
403
|
|
|||||||||||
Recognition of interest rate swap cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
(10,702
|
)
|
|
|
|
(10,702
|
)
|
|
|
|
(10,702
|
)
|
|||||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(982
|
)
|
|
|
|
(982
|
)
|
|
|
|
(982
|
)
|
||||||||||||
Acquisition of noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,633
|
)
|
|
(1,633
|
)
|
||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(255
|
)
|
|
(255
|
)
|
|||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(361,019
|
)
|
|
(361,019
|
)
|
|
(168
|
)
|
|
(361,187
|
)
|
||||||||||
Balances at January 26, 2019
|
51,433
|
|
|
$
|
514
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
495,514
|
|
|
$
|
(25,863
|
)
|
|
$
|
1,039,490
|
|
|
$
|
1,485,424
|
|
|
$
|
(2,056
|
)
|
|
$
|
1,483,368
|
|
Restricted stock vestings and stock option exercises
|
26
|
|
|
—
|
|
|
|
|
|
|
(115
|
)
|
|
|
|
|
|
|
|
(115
|
)
|
|
|
|
(115
|
)
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
4,316
|
|
|
|
|
|
|
|
|
4,316
|
|
|
|
|
4,316
|
|
|||||||||||
Recognition of interest rate swap cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
(16,196
|
)
|
|
|
|
(16,196
|
)
|
|
|
|
(16,196
|
)
|
|||||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,326
|
)
|
|
|
|
|
(1,326
|
)
|
|
|
|
(1,326
|
)
|
|||||||||||
Proceeds from issuance of common stock, net
|
260
|
|
|
3
|
|
|
|
|
|
|
3,018
|
|
|
|
|
|
|
3,021
|
|
|
|
|
3,021
|
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,092
|
|
|
57,092
|
|
|
52
|
|
|
57,144
|
|
||||||||||
Balances at April 27, 2019
|
51,719
|
|
|
$
|
517
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
502,733
|
|
|
$
|
(43,385
|
)
|
|
$
|
1,096,582
|
|
|
$
|
1,532,216
|
|
|
$
|
(2,004
|
)
|
|
$
|
1,530,212
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total
Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balances at July 29, 2017
|
50,622
|
|
|
$
|
506
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
460,011
|
|
|
$
|
(13,963
|
)
|
|
$
|
1,235,367
|
|
|
$
|
1,681,921
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
1,314
|
|
|
|
|
|
(805
|
)
|
|
509
|
|
||||||||
Restricted stock vestings and stock option exercises, net of tax
|
350
|
|
|
4
|
|
|
|
|
|
|
(4,160
|
)
|
|
|
|
|
|
|
|
(4,156
|
)
|
||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
13,846
|
|
|
|
|
|
|
|
|
13,846
|
|
|||||||||
Repurchase of common stock
|
|
|
|
|
565
|
|
|
(22,237
|
)
|
|
|
|
|
|
|
|
(22,237
|
)
|
|||||||||||
Other/share-based compensation
|
|
|
|
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
|
107
|
|
||||||||
Recognition of interest rate swap cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
2,920
|
|
|
|
|
2,920
|
|
||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
839
|
|
|
|
|
|
839
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,991
|
|
|
80,991
|
|
||||||||
Balances at January 27, 2018
|
50,972
|
|
|
$
|
510
|
|
|
565
|
|
|
$
|
(22,237
|
)
|
|
$
|
471,118
|
|
|
$
|
(10,204
|
)
|
|
$
|
1,315,553
|
|
|
$
|
1,754,740
|
|
Restricted stock vestings and stock option exercises, net of tax
|
34
|
|
|
—
|
|
|
|
|
|
|
236
|
|
|
|
|
|
|
236
|
|
||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
7,866
|
|
|
|
|
|
|
7,866
|
|
||||||||||||
Recognition of interest rate swap cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
729
|
|
|
|
|
729
|
|
||||||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
(3,159
|
)
|
|
|
|
(3,159
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,891
|
|
|
51,891
|
|
|||||||||||
Balances at April 28, 2018
|
51,006
|
|
|
$
|
510
|
|
|
565
|
|
|
$
|
(22,237
|
)
|
|
$
|
479,220
|
|
|
$
|
(12,634
|
)
|
|
$
|
1,367,444
|
|
|
$
|
1,812,303
|
|
|
|
39-Week Period Ended
|
||||||
(In thousands)
|
|
April 27, 2019
|
|
April 28, 2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net (loss) income including noncontrolling interests
|
|
$
|
(304,043
|
)
|
|
$
|
132,882
|
|
Income from discontinued operations, net of tax
|
|
47,847
|
|
|
—
|
|
||
Net (loss) income from continuing operations
|
|
(351,890
|
)
|
|
132,882
|
|
||
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
169,780
|
|
|
65,982
|
|
||
Share-based compensation
|
|
18,827
|
|
|
21,712
|
|
||
(Gain) loss on disposition of assets
|
|
(1,147
|
)
|
|
111
|
|
||
Gain associated with disposal of investments
|
|
—
|
|
|
(699
|
)
|
||
Closed property and other restructuring charges
|
|
21,368
|
|
|
—
|
|
||
Goodwill and asset impairment charges
|
|
332,621
|
|
|
11,242
|
|
||
Net pension and other postretirement benefit income
|
|
(22,691
|
)
|
|
—
|
|
||
Deferred income taxes
|
|
(65,552
|
)
|
|
(21,866
|
)
|
||
LIFO charge
|
|
13,686
|
|
|
—
|
|
||
Change in accounting estimate
|
|
—
|
|
|
(20,909
|
)
|
||
Provision for doubtful accounts
|
|
12,486
|
|
|
8,805
|
|
||
Loss on debt extinguishment
|
|
2,562
|
|
|
—
|
|
||
Non-cash interest expense
|
|
6,375
|
|
|
594
|
|
||
Changes in operating assets and liabilities, net of acquired businesses
|
|
(130,051
|
)
|
|
(229,130
|
)
|
||
Net cash provided by (used in) operating activities of continuing operations
|
|
6,374
|
|
|
(31,276
|
)
|
||
Net cash provided by operating activities of discontinued operations
|
|
70,816
|
|
|
—
|
|
||
Net cash provided by (used in) operating activities
|
|
77,190
|
|
|
(31,276
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(136,953
|
)
|
|
(29,646
|
)
|
||
Purchase of acquired businesses, net of cash acquired
|
|
(2,282,327
|
)
|
|
(29
|
)
|
||
Proceeds from dispositions of assets
|
|
169,274
|
|
|
47
|
|
||
Proceeds from disposal of investments
|
|
—
|
|
|
756
|
|
||
Long-term investment
|
|
(110
|
)
|
|
(3,397
|
)
|
||
Other
|
|
299
|
|
|
—
|
|
||
Net cash used in investing activities of continuing operations
|
|
(2,249,817
|
)
|
|
(32,269
|
)
|
||
Net cash provided by investing activities of discontinued operations
|
|
50,065
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(2,199,752
|
)
|
|
(32,269
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Proceeds from borrowings of long-term debt
|
|
1,912,178
|
|
|
—
|
|
||
Proceeds from borrowings under revolving credit line
|
|
3,313,014
|
|
|
500,061
|
|
||
Proceeds from issuance of other loans
|
|
22,719
|
|
|
—
|
|
||
Repayments of borrowings under revolving credit line
|
|
(2,306,104
|
)
|
|
(394,671
|
)
|
||
Repayments of long-term debt and capital lease obligations
|
|
(736,949
|
)
|
|
(9,043
|
)
|
||
Repurchase of common stock
|
|
—
|
|
|
(22,237
|
)
|
||
Proceeds from the issuance of common stock and exercise of stock options
|
|
1,589
|
|
|
602
|
|
||
Payment of employee restricted stock tax withholdings
|
|
(3,253
|
)
|
|
(4,522
|
)
|
||
Payments for capitalized debt issuance costs
|
|
(62,587
|
)
|
|
—
|
|
||
Net cash provided by financing activities of continuing operations
|
|
2,140,607
|
|
|
70,190
|
|
||
Net cash used in financing activities of discontinued operations
|
|
(254
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
|
2,140,353
|
|
|
70,190
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
(226
|
)
|
|
(301
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
17,565
|
|
|
6,344
|
|
||
Cash and cash equivalents, at beginning of period
|
|
23,315
|
|
|
15,414
|
|
||
Cash and cash equivalents, at end of period
|
|
40,880
|
|
|
21,758
|
|
||
Less: cash and cash equivalents of discontinued operations
|
|
(3,019
|
)
|
|
—
|
|
||
Cash and cash equivalents of continuing operations
|
|
$
|
37,861
|
|
|
$
|
21,758
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
115,378
|
|
|
$
|
12,368
|
|
Cash paid for federal and state income taxes, net of refunds
|
|
$
|
71,643
|
|
|
$
|
45,021
|
|
•
|
the reclassification of
Accrued compensation and benefits
to present separately from
Accrued expenses and other current liabilities
;
|
•
|
the reclassification of Notes payable balances into
Long-term debt
;
|
•
|
the reclassification of the long-term portion of capital lease obligations from
Long-term debt
to present separately within
Long-term capital lease obligations
; and
|
•
|
the reclassification of residual financing obligations associated with build-to-suit properties for which the Company is not obligated to fund unless it is obligated under a future extension of a lease agreement from the
Long-term capital lease obligations
to
Other long-term liabilities
.
|
•
|
the reclassification of goodwill and asset impairment charges from a line item previously titled Restructuring and asset impairment charges to a new line item titled
Goodwill and asset impairment (adjustment) charges
; and
|
•
|
the combination of Interest expense and Interest income to present within
Interest expense, net
.
|
•
|
Supernatural
, which consists of chain accounts that are national in scope and carry primarily natural products, and at this time currently consists solely of Whole Foods Market;
|
•
|
Independents
, which include single store and chain accounts (excluding supernatural, as defined above), which carry primarily natural products and buying clubs of consumer groups joined to buy products;
|
•
|
Supermarkets
, which include accounts that also carry conventional products, and at this time currently include chain accounts, supermarket independents, and gourmet and ethnic specialty stores;
and
|
•
|
Other
, which includes foodservice, e-commerce and international customers outside of Canada, as well as sales to Amazon.com, Inc.
|
|
|
Net Sales for the 13-Week Period Ended
|
||||||||||||||
(in millions)
|
|
April 27, 2019
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supernatural
|
|
$
|
1,102
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,102
|
|
Independents
|
|
829
|
|
|
—
|
|
|
—
|
|
|
829
|
|
||||
Supermarkets
|
|
3,675
|
|
|
—
|
|
|
—
|
|
|
3,675
|
|
||||
Other
|
|
338
|
|
|
63
|
|
|
(44
|
)
|
|
357
|
|
||||
Total
|
|
$
|
5,944
|
|
|
$
|
63
|
|
|
$
|
(44
|
)
|
|
$
|
5,963
|
|
|
|
Net Sales for the 13-Week Period Ended
|
||||||||||||||
(in millions)
|
|
April 28, 2018
(1)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supernatural
|
|
$
|
992
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
992
|
|
Independents
|
|
689
|
|
|
—
|
|
|
—
|
|
|
689
|
|
||||
Supermarkets
|
|
706
|
|
|
—
|
|
|
—
|
|
|
706
|
|
||||
Other
|
|
246
|
|
|
62
|
|
|
(46
|
)
|
|
262
|
|
||||
Total
|
|
$
|
2,633
|
|
|
$
|
62
|
|
|
$
|
(46
|
)
|
|
$
|
2,649
|
|
|
|
Net Sales for the 39-Week Period Ended
|
||||||||||||||
(in millions)
|
|
April 27, 2019
(2)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supernatural
|
|
$
|
3,229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,229
|
|
Independents
|
|
2,331
|
|
|
—
|
|
|
—
|
|
|
2,331
|
|
||||
Supermarkets
|
|
8,482
|
|
|
—
|
|
|
—
|
|
|
8,482
|
|
||||
Other
|
|
889
|
|
|
169
|
|
|
(120
|
)
|
|
938
|
|
||||
Total
|
|
$
|
14,931
|
|
|
$
|
169
|
|
|
$
|
(120
|
)
|
|
$
|
14,980
|
|
|
|
Net Sales for the 39-Week Period Ended
|
||||||||||||||
(in millions)
|
|
April 28, 2018
(1)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supernatural
|
|
$
|
2,776
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,776
|
|
Independents
|
|
1,998
|
|
|
—
|
|
|
—
|
|
|
1,998
|
|
||||
Supermarkets
|
|
2,118
|
|
|
—
|
|
|
—
|
|
|
2,118
|
|
||||
Other
|
|
700
|
|
|
175
|
|
|
(133
|
)
|
|
742
|
|
||||
Total
|
|
$
|
7,592
|
|
|
$
|
175
|
|
|
$
|
(133
|
)
|
|
$
|
7,634
|
|
(1)
|
During the second quarter of fiscal 2019, the presentation of net sales by customer channel was adjusted to reflect changes in the classification of customer types as a result of a detailed review of customer channel definitions. There was no impact to the Condensed Consolidated Statements of Income as a result of revising the classification of customer types. As a result of this adjustment, net sales to our supermarkets channel and to our other channel for the
third quarter
of fiscal
2018
decreased approximately
$12 million
and
$13 million
, respectively, compared to the previously reported amounts, while net sales to the independents channel for the
third quarter
of fiscal
2018
increased approximately
$25 million
compared to the previously reported amounts. In addition, net sales to our supermarkets channel and to our other channel for the
39-week period ended April 28, 2018
decreased approximately
$32 million
and
$45 million
, respectively, compared to the previously reported amounts, while net sales to the independents channel for the
39-week period ended April 28, 2018
increased approximately
$77 million
compared to the previously reported amounts.
|
(2)
|
During the second quarter of fiscal 2019, the presentation of net sales attributable to Supervalu was incorporated into our definitions of sales by customer channel. There was no impact to the Condensed Consolidated Statements of Income as a result of revising the classification of customer types. Net sales as reported in the first quarter of fiscal 2019 by customer channel were recast, resulting in an increase in supermarket sales of
$198 million
, independents of
$25 million
, and other of
$1 million
with an offsetting decrease to the Supervalu customer channel.
|
(in thousands)
|
|
April 27, 2019
|
|
July 28, 2018
|
||||
Customer accounts receivable
|
|
$
|
1,045,690
|
|
|
$
|
595,698
|
|
Allowance for uncollectible receivables
|
|
(13,972
|
)
|
|
(15,996
|
)
|
||
Other receivables, net
|
|
17,555
|
|
|
—
|
|
||
Accounts receivable, net
|
|
$
|
1,049,273
|
|
|
$
|
579,702
|
|
|
|
|
|
|
||||
Customer notes receivable, included within Prepaid expenses and other current assets
|
|
$
|
13,118
|
|
|
$
|
—
|
|
Long-term notes receivable, included within Other assets
|
|
$
|
35,388
|
|
|
$
|
—
|
|
|
As of October 22, 2018
|
||||||
(in thousands)
|
Preliminary as of October 27, 2018
|
|
Preliminary as of April 27, 2019
|
||||
Cash and cash equivalents
|
$
|
25,102
|
|
|
$
|
25,102
|
|
Accounts receivable
|
557,680
|
|
|
543,570
|
|
||
Inventories
|
1,162,360
|
|
|
1,162,175
|
|
||
Prepaid expenses and other current assets
|
66,440
|
|
|
69,850
|
|
||
Current assets of discontinued operations
(1)
|
196,615
|
|
|
204,917
|
|
||
Property, plant and equipment
|
1,148,001
|
|
|
1,209,486
|
|
||
Goodwill
|
347,485
|
|
|
444,572
|
|
||
Intangible assets
(2)
|
1,077,541
|
|
|
923,099
|
|
||
Other assets
(2)
|
109,445
|
|
|
77,266
|
|
||
Long-term assets of discontinued operations
(1)
|
404,301
|
|
|
439,235
|
|
||
Accounts payable
|
(967,429
|
)
|
|
(973,394
|
)
|
||
Other current liabilities
|
(282,692
|
)
|
|
(327,619
|
)
|
||
Current portion of long term debt and capital lease obligations
|
(579,677
|
)
|
|
(579,566
|
)
|
||
Current liabilities of discontinued operations
(1)
|
(150,611
|
)
|
|
(150,690
|
)
|
||
Long-term debt and capital lease obligations
(3)
|
(179,262
|
)
|
|
(137,644
|
)
|
||
Pension and other postretirement benefit obligations
|
(234,324
|
)
|
|
(234,324
|
)
|
||
Deferred income taxes
|
(177,231
|
)
|
|
(74,254
|
)
|
||
Other long-term liabilities
(3)
|
(200,913
|
)
|
|
(299,598
|
)
|
||
Long-term liabilities of discontinued operations
(1)
|
(1,401
|
)
|
|
(753
|
)
|
||
Total fair value of net assets acquired
|
2,321,430
|
|
|
2,321,430
|
|
||
Plus: noncontrolling interests
|
1,633
|
|
|
1,633
|
|
||
Less: cash and cash equivalents
(4)
|
(30,596
|
)
|
|
(30,596
|
)
|
||
Less: assumed equity award liabilities
|
(18,638
|
)
|
|
(18,638
|
)
|
||
Plus: cash paid for equity awards
|
—
|
|
|
8,498
|
|
||
Total consideration paid in cash
|
2,273,829
|
|
|
2,282,327
|
|
||
Plus: unpaid assumed equity award liabilities
(5)
|
18,638
|
|
|
9,914
|
|
||
Total consideration
|
$
|
2,292,467
|
|
|
$
|
2,292,241
|
|
(1)
|
Refer to Note
19.
“Discontinued Operations”
for additional information regarding the carrying value of discontinued operations within the Condensed Consolidated Balance Sheets.
|
(2)
|
During the second quarter of fiscal 2019, the Company reclassified favorable operating lease intangible assets of
$23.7 million
from Other assets to Intangible assets within this table.
|
(3)
|
During the second quarter of fiscal 2019, the Company reclassified residual financing obligations associated with build-to-suit properties for which the Company is not obligated to fund unless it is obligated under a future extension of a lease agreement. This reclassification resulted in a reduction of Long-term debt and capital lease obligations of
$23.8 million
, with an offsetting increase in Other long-term liabilities assumed within this table. If the terms of the respective leases are extended and a cash obligation for a portion of this residual value balance exists, the Company will present these contractual obligations within Long-term capital lease obligations within the Condensed Consolidated Balance Sheets.
|
(4)
|
Includes cash and cash equivalents acquired attributable to continuing operations and discontinued operations.
|
(5)
|
Includes equity consideration for share-based awards that have not yet been paid, which reflects non-cash consideration for the
third quarter
of fiscal
2019
that will become cash consideration in subsequent periods.
|
|
|
|
As of October 22, 2018
|
||||||
(in thousands)
|
Estimated Useful Life
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||
Customer relationship assets
|
11–19 years
|
|
$
|
815,000
|
|
|
$
|
—
|
|
Favorable operating leases
|
3–25 years
|
|
33,099
|
|
|
—
|
|
||
Tradenames
|
2-9 years
|
|
66,000
|
|
|
17,000
|
|
||
Pharmacy prescription files
|
5–7 years
|
|
—
|
|
|
41,100
|
|
||
Non-compete agreement
|
2 years
|
|
9,000
|
|
|
—
|
|
||
Unfavorable operating leases
|
2 years
|
|
(11,199
|
)
|
|
—
|
|
||
Total
|
|
|
$
|
911,900
|
|
|
$
|
58,100
|
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||||||
(in thousands, except per share data)
|
April 28, 2018
(1)
|
|
April 27, 2019
(2)
|
|
April 28, 2018
(2)
|
||||||
Net sales
|
$
|
6,067,869
|
|
|
$
|
18,096,796
|
|
|
$
|
18,125,148
|
|
Net income (loss) from continuing operations
|
$
|
73,853
|
|
|
$
|
(303,364
|
)
|
|
$
|
42,855
|
|
Basic net income (loss) from continuing operations per share
|
$
|
1.46
|
|
|
$
|
(5.98
|
)
|
|
$
|
0.85
|
|
Diluted net income (loss) from continuing operations per share
|
$
|
1.46
|
|
|
$
|
(5.98
|
)
|
|
$
|
0.84
|
|
(1)
|
Includes 13 weeks of pro forma Supervalu results for the period ended April 28, 2018.
|
(2)
|
Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018.
|
(3)
|
Includes 39 weeks of pro forma Supervalu results for the period ended April 28, 2018 and an additional 19 weeks of pro forma Associated Grocers of Florida, Inc. results, which was acquired by Supervalu on December 8, 2017.
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||
(in thousands)
|
April 27, 2019
|
|
April 27, 2019
|
||||
2019 SUPERVALU INC. restructuring expenses
|
$
|
12,257
|
|
|
$
|
66,423
|
|
Acquisition and integration costs
|
6,084
|
|
|
47,500
|
|
||
Closed property charges
|
1,097
|
|
|
20,644
|
|
||
Total
|
$
|
19,438
|
|
|
$
|
134,567
|
|
(in thousands)
|
|
April 27, 2019
(39 weeks)
|
||
Reserves for closed properties at beginning of the fiscal year
|
|
$
|
—
|
|
Acquired liabilities
|
|
34,426
|
|
|
Additions, accretion and changes in estimates
|
|
17,861
|
|
|
Payments
|
|
(8,021
|
)
|
|
Reserves for closed properties at the end of the fiscal period
|
|
$
|
44,266
|
|
(in thousands)
|
2019 SUPERVALU INC.
|
|
2018 Earth Origins Market
|
|
Total
|
||||||
Balances at July 28, 2018
|
$
|
—
|
|
|
$
|
2,219
|
|
|
$
|
2,219
|
|
Restructuring program charge
(1)
|
66,423
|
|
|
—
|
|
|
66,423
|
|
|||
Acquired restructuring liability
|
6,193
|
|
|
—
|
|
|
6,193
|
|
|||
Cash payments
|
(58,005
|
)
|
|
(2,219
|
)
|
|
(60,224
|
)
|
|||
Balances at April 27, 2019
|
$
|
14,611
|
|
|
$
|
—
|
|
|
$
|
14,611
|
|
|
|
|
|
|
|
||||||
Cumulative program charges incurred from inception to date
|
$
|
66,423
|
|
|
$
|
2,219
|
|
|
$
|
68,642
|
|
(1)
|
Includes
$40.0 million
of charges related to change-in-control expense to satisfy outstanding equity awards and severance related costs.
|
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||||||||||
(in thousands, except per share data)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 27,
2019 |
|
April 28,
2018 |
||||||||
Basic weighted average shares outstanding
|
|
50,846
|
|
|
50,424
|
|
|
50,748
|
|
|
50,563
|
|
||||
Net effect of dilutive stock awards based upon the treasury stock method
|
|
118
|
|
|
327
|
|
|
—
|
|
|
253
|
|
||||
Diluted weighted average shares outstanding
|
|
50,964
|
|
|
50,751
|
|
|
50,748
|
|
|
50,816
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic per share data:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.64
|
|
|
$
|
1.03
|
|
|
$
|
(6.93
|
)
|
|
$
|
2.63
|
|
Discontinued operations
|
|
$
|
0.48
|
|
|
$
|
—
|
|
|
$
|
0.95
|
|
|
$
|
—
|
|
Basic income (loss) per share
|
|
$
|
1.12
|
|
|
$
|
1.03
|
|
|
$
|
(5.99
|
)
|
|
$
|
2.63
|
|
Diluted per share data:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
0.64
|
|
|
$
|
1.02
|
|
|
$
|
(6.93
|
)
|
|
$
|
2.61
|
|
Discontinued operations
(1)
|
|
$
|
0.48
|
|
|
$
|
—
|
|
|
$
|
0.94
|
|
|
$
|
—
|
|
Diluted income (loss) per share
|
|
$
|
1.12
|
|
|
$
|
1.02
|
|
|
$
|
(5.99
|
)
|
|
$
|
2.61
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share
|
|
5,176
|
|
|
85
|
|
|
2,723
|
|
|
96
|
|
(1)
|
The computation of diluted earnings per share from discontinued operations is calculated using diluted weighted average shares outstanding, which includes the net effect of dilutive stock awards, of approximately
275
thousand shares for the
39-week period ended April 27, 2019
.
|
(in thousands)
|
Wholesale
|
|
Other
|
|
Total
|
||||||
Goodwill as of July 28, 2018
|
$
|
352,342
|
|
(1)
|
$
|
10,153
|
|
(2)
|
$
|
362,495
|
|
Preliminary goodwill from current fiscal year business combinations
|
444,572
|
|
|
—
|
|
|
444,572
|
|
|||
Impairment charge
|
(332,602
|
)
|
|
—
|
|
|
(332,602
|
)
|
|||
Other adjustments
|
(1,952
|
)
|
|
—
|
|
|
(1,952
|
)
|
|||
Change in foreign exchange rates
|
(670
|
)
|
|
—
|
|
|
(670
|
)
|
|||
Goodwill as of April 27, 2019
|
$
|
461,690
|
|
(1)
|
$
|
10,153
|
|
(2)
|
$
|
471,843
|
|
(1)
|
Amounts are net of accumulated goodwill impairment charges of
$0.0 million
and
$332.6 million
as of July 28, 2018 and
April 27, 2019
, respectively.
|
(2)
|
Amounts are net of accumulated goodwill impairment charges of
$9.3 million
as of both July 28, 2018 and
April 27, 2019
.
|
|
April 27, 2019
|
|
July 28, 2018
|
||||||||||||||||||||
(in thousands)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
1,011,880
|
|
|
$
|
93,104
|
|
|
$
|
918,776
|
|
|
$
|
197,246
|
|
|
$
|
61,543
|
|
|
$
|
135,703
|
|
Non-compete agreements
|
11,900
|
|
|
3,229
|
|
|
8,671
|
|
|
2,900
|
|
|
1,914
|
|
|
986
|
|
||||||
Operating lease intangibles
|
33,099
|
|
|
905
|
|
|
32,194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Trademarks and tradenames
|
67,700
|
|
|
11,255
|
|
|
56,445
|
|
|
1,700
|
|
|
981
|
|
|
719
|
|
||||||
Total amortizing intangible assets
|
1,124,579
|
|
|
108,493
|
|
|
1,016,086
|
|
|
201,846
|
|
|
64,438
|
|
|
137,408
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
55,812
|
|
|
—
|
|
|
55,812
|
|
|
55,801
|
|
|
—
|
|
|
55,801
|
|
||||||
Intangible assets, net
|
$
|
1,180,391
|
|
|
$
|
108,493
|
|
|
$
|
1,071,898
|
|
|
$
|
257,647
|
|
|
$
|
64,438
|
|
|
$
|
193,209
|
|
Fiscal Year:
|
(In thousands)
|
||
Remaining fiscal 2019
|
$
|
24,170
|
|
2020
|
84,313
|
|
|
2021
|
70,739
|
|
|
2022
|
66,880
|
|
|
2023
|
67,092
|
|
|
2024 and thereafter
|
702,892
|
|
|
|
$
|
1,016,086
|
|
|
|
|
|
Fair Value at April 27, 2019
|
||||||||||
(In thousands)
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
1,826
|
|
|
$
|
—
|
|
Mutual funds
|
|
Prepaid expenses and other current assets
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
1,143
|
|
|
$
|
—
|
|
Mutual funds
|
|
Other assets
|
|
$
|
1,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
4,820
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
27,657
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value at July 28, 2018
|
||||||||||
(in thousands)
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
1,459
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
5,860
|
|
|
$
|
—
|
|
|
|
April 27, 2019
|
|
July 28, 2018
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Notes receivable, including current portion
|
|
$
|
48,506
|
|
|
$
|
47,326
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion and original issue discount, excluding debt issuance costs
|
|
$
|
3,108,881
|
|
|
$
|
2,930,352
|
|
|
$
|
320,000
|
|
|
$
|
320,000
|
|
Swap Maturity
|
|
Notional Value (in millions)
|
|
Pay Fixed Rate
|
|
Receive Floating Rate
|
|
Floating Rate Reset Terms
|
|||
June 9, 2019
(1)
|
|
50.0
|
|
|
0.8725
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 29, 2021
(1)
|
|
25.0
|
|
|
1.0650
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2019
(2)
|
|
50.0
|
|
|
0.7265
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 29, 2021
(2)
|
|
25.0
|
|
|
0.9260
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 15, 2022
(3)
|
|
63.0
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 15, 2022
(4)
|
|
42.0
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2020
(5)
|
|
100.0
|
|
|
2.8240
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2022
(5)
|
|
100.0
|
|
|
2.8915
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2023
(5)
|
|
100.0
|
|
|
2.9210
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 22, 2025
(5)
|
|
50.0
|
|
|
2.9550
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
March 31, 2023
(6)
|
|
150.0
|
|
|
2.8950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 22, 2025
(6)
|
|
50.0
|
|
|
2.9580
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 22, 2025
(6)
|
|
50.0
|
|
|
2.9590
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 29, 2021
(7)
|
|
100.0
|
|
|
2.8084
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
September 30, 2023
(7)
|
|
50.0
|
|
|
2.8315
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2024
(7)
|
|
100.0
|
|
|
2.8480
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2022
(8)
|
|
50.0
|
|
|
2.4678
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
March 28, 2024
(8)
|
|
100.0
|
|
|
2.4770
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2024
(8)
|
|
100.0
|
|
|
2.5010
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 29, 2021
(9)
|
|
50.0
|
|
|
2.5500
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2022
(9)
|
|
50.0
|
|
|
2.5255
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
March 31, 2023
(9)
|
|
50.0
|
|
|
2.5292
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
March 28, 2024
(9)
|
|
100.0
|
|
|
2.5420
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 31, 2024
(10)
|
|
50.0
|
|
|
2.5210
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 22, 2025
(10)
|
|
50.0
|
|
|
2.5558
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 15, 2022
(11)
|
|
100.0
|
|
|
2.3645
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
December 13, 2019
(12)
|
|
100.0
|
|
|
2.4925
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
May 15, 2020
(12)
|
|
100.0
|
|
|
2.4490
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2021
(13)
|
|
100.0
|
|
|
2.5200
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2022
(13)
|
|
100.0
|
|
|
2.2170
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2021
(14)
|
|
—
|
|
|
2.2290
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2022
(14)
|
|
—
|
|
|
2.1840
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
|
|
$
|
2,205.0
|
|
|
|
|
|
|
|
(1)
|
On June 7, 2016, the Company entered into
two
pay fixed and receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of June 9, 2016 and expire at varied dates between June 2019 and April 2021. These interest rate swap contracts have an aggregate notional principal amount of
$75 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
0.8725%
and
1.0650%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(2)
|
On June 24, 2016, the Company entered into
two
pay fixed and receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of June 24, 2016 and expire at varied dates between June 2019 and April 2021. These interest rate swap contracts have an aggregate notional principal amount of
$75 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
0.7265%
and
0.9260%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(3)
|
On January 23, 2015, the Company entered into a pay fixed and receive floating interest rate swap contract to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreement has an effective date of August 3, 2015 and expires in August 2022. On March 31, 2015, the Company amended the original contract to reduce the beginning notional principal amount from
$140 million
to
$84 million
. The interest rate swap contract has an amortizing notional principal amount which adjusts down on a quarterly basis and requires the Company to pay interest payments during the duration of the contract at a fixed annual rate of
1.7950%
, while receiving interest for the same respective contract period at one-month LIBOR on the same notional principal amount.
|
(4)
|
On March 31, 2015, the Company entered into a pay fixed and receive floating interest rate swap contract to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreement has an effective date of August 3, 2015 and expires in August 2022. The interest rate swap contract has an amortizing notional principal amount which adjusts down on a quarterly basis and requires the Company to pay interest payments during the duration of the contract at a fixed annual rate of
1.7950%
, while receiving interest for the same respective contract period at one-month LIBOR on the same notional principal amount.
|
(5)
|
On October 26, 2018, the Company entered into
four
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of October 26, 2018 and expire at varied dates between October 2020 and October 2025. These interest rate swap contracts have an aggregate notional principal amount of
$350 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.8240%
and
2.9550%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(6)
|
On November 16, 2018, the Company entered into
three
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of November 16, 2018 and expire at varied dates between March 2023 and October 2025. These interest rate swap contracts have an aggregate notional principal amount of
$250 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.8950%
and
2.9590%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(7)
|
On November 30, 2018, the Company entered into
three
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of November 30, 2018 and expire at varied dates between October 2021 and October 2024. These interest rate swap contracts have an aggregate notional principal amount of
$250 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.8084%
and
2.8480%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(8)
|
On January 11, 2019, the Company entered into
three
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of January 11, 2019 and expire at varied dates between October 2022 and October 2024. These interest rate swap contracts have an aggregate notional principal amount of
$250 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.4678%
and
2.5010%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(9)
|
On January 23, 2019, the Company entered into
four
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of January 23, 2019 and expire at varied dates between April 2021 and March 2024. These interest rate swap contracts have an aggregate notional principal amount of
$250 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.5255%
and
2.5500%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(10)
|
On January 24, 2019, the Company entered into
two
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of January 24, 2019 and expire at varied dates between October 2024 and October 2025. These interest rate swap contracts have an aggregate notional principal amount of
$100 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.5210%
and
2.5558%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(11)
|
On March 18, 2019, the Company entered into a pay fixed and receive floating interest rate swap contract to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreement has an effective date of March 21, 2019 and expires in April 2022. The interest rate swap contract has an aggregate notional principal amount of
$100 million
and requires the Company to pay interest payments during the duration of the contract at a fixed annual rate of
2.3645%
, while receiving interest for the same respective contract period at one-month LIBOR on the same aggregate notional principal amount.
|
(12)
|
On March 21, 2019, the Company entered into
two
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of March 21, 2019 and expire at varied dates between December 2019 and May 2020. These interest rate swap contracts have an aggregate notional principal amount of
$200 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.4490%
and
2.4925%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(13)
|
On April 2, 2019, the Company entered into
two
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of April 2, 2019 and expire at varied dates between June 2021 and June 2022. These interest rate swap contracts have an aggregate notional principal amount of
$200 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.2170%
and
2.2520%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
(14)
|
On April 2, 2019, the Company entered into
two
pay fixed receive floating interest rate swap contracts to effectively fix the underlying variability in expected interest payment cash outflows on its LIBOR based debt. The agreements have an effective date of June 10, 2019 and June 28, 2019 and expire at varied dates between June 2021 and June 2022. These interest rate swap contracts have an aggregate notional principal amount of
$100 million
and require the Company to pay interest payments during the duration of the respective contracts at fixed annual rates between
2.1840%
and
2.2290%
, while receiving interest for the same respective contract periods at one-month LIBOR on the same aggregate notional principal amounts.
|
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||||||||||
|
|
April 27, 2019
|
|
April 28, 2018
|
|
April 27, 2019
|
|
April 28, 2018
|
||||||||
(In thousands)
|
|
Interest Expense, net
|
|
Interest Expense, net
|
|
Interest Expense, net
|
|
Interest Expense, net
|
||||||||
Total amounts of expense line items presented in the consolidated statements of income in which the effects of cash flow hedges are recorded
|
|
$
|
54,917
|
|
|
$
|
4,347
|
|
|
$
|
121,149
|
|
|
$
|
12,060
|
|
Gain or (loss) on cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
||||||||
Gain or (loss) reclassified from comprehensive income into income
|
|
$
|
15
|
|
|
$
|
287
|
|
|
$
|
458
|
|
|
$
|
338
|
|
Gain or (loss) on interest rate swap contracts not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Gain or (loss) recognized as interest expense
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
(in thousands)
|
Foreign Currency
|
|
Swap Agreements
|
|
Total
|
||||||
Accumulated other comprehensive (loss) income at July 28, 2018, net of tax
|
$
|
(19,053
|
)
|
|
$
|
4,874
|
|
|
$
|
(14,179
|
)
|
Other comprehensive loss before reclassifications
|
(2,308
|
)
|
|
(26,545
|
)
|
|
(28,853
|
)
|
|||
Amortization of cash flow hedge
|
—
|
|
|
(353
|
)
|
|
(353
|
)
|
|||
Net current period Other comprehensive loss
|
(2,308
|
)
|
|
(26,898
|
)
|
|
(29,206
|
)
|
|||
Accumulated other comprehensive loss at April 27, 2019, net of tax
|
$
|
(21,361
|
)
|
|
$
|
(22,024
|
)
|
|
$
|
(43,385
|
)
|
(in thousands)
|
Foreign Currency
|
|
Swap Agreements
|
|
Total
|
||||||
Accumulated other comprehensive (loss) income at July 27, 2017, net of tax
|
$
|
(15,262
|
)
|
|
$
|
1,299
|
|
|
(13,963
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(2,320
|
)
|
|
3,918
|
|
|
1,598
|
|
|||
Amortization of cash flow hedge
|
—
|
|
|
(269
|
)
|
|
(269
|
)
|
|||
Net current period Other comprehensive (loss) income
|
(2,320
|
)
|
|
3,649
|
|
|
1,329
|
|
|||
Accumulated other comprehensive (loss) income at April 28, 2018, net of tax
|
$
|
(17,582
|
)
|
|
$
|
4,948
|
|
|
$
|
(12,634
|
)
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
|
Affected Line Item on the Condensed Consolidated Statements of Income
|
||||||||||||
(in thousands)
|
April 27,
2019 |
|
April 28,
2018 |
|
April 27,
2019 |
|
April 28,
2018 |
|
|||||||||
Swap agreements:
|
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of cash flow hedge
|
$
|
15
|
|
|
$
|
287
|
|
|
$
|
458
|
|
|
$
|
338
|
|
|
Interest expense, net
|
Income tax (benefit) expense
|
(5
|
)
|
|
96
|
|
|
105
|
|
|
69
|
|
|
(Benefit) provision for income taxes
|
||||
Total reclassifications, net of tax
|
$
|
20
|
|
|
$
|
191
|
|
|
$
|
353
|
|
|
$
|
269
|
|
|
|
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||||||||||
(in thousands)
|
|
April 27, 2019
|
|
April 28, 2018
|
|
April 27, 2019
|
|
April 28, 2018
|
||||||||
Continuing operations
|
|
$
|
(8,027
|
)
|
|
$
|
25,943
|
|
|
$
|
(104,091
|
)
|
|
$
|
33,831
|
|
Discontinued operations
|
|
7,772
|
|
|
—
|
|
|
13,759
|
|
|
—
|
|
||||
Total
|
|
$
|
(255
|
)
|
|
$
|
25,943
|
|
|
$
|
(90,332
|
)
|
|
$
|
33,831
|
|
|
39-Week Period Ended
|
||
(in thousands)
|
April 27, 2019
|
||
Unrecognized tax benefits at beginning of period
|
$
|
1,104
|
|
Unrecognized tax benefits assumed in a business combination
|
49,566
|
|
|
Decreases in unrecognized tax benefits due to statute expiration
|
(10,033
|
)
|
|
Unrecognized tax benefits at end of period
|
$
|
40,637
|
|
(in thousands)
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated (Income)/Expenses
|
|
Consolidated
|
||||||||||
13-Week Period Ended April 27, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
(1)
|
|
$
|
5,943,928
|
|
|
$
|
62,503
|
|
|
$
|
(43,811
|
)
|
|
$
|
—
|
|
|
$
|
5,962,620
|
|
Goodwill and asset impairment (adjustment) charges
|
|
(38,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,250
|
)
|
|||||
Restructuring, acquisition, and integration related expenses
|
|
—
|
|
|
19,438
|
|
|
—
|
|
|
—
|
|
|
19,438
|
|
|||||
Operating income (loss)
|
|
131,888
|
|
|
(60,024
|
)
|
|
(2,183
|
)
|
|
—
|
|
|
69,681
|
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,934
|
|
|
44,934
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,747
|
|
|||||
Depreciation and amortization
|
|
63,348
|
|
|
8,439
|
|
|
—
|
|
|
—
|
|
|
71,787
|
|
|||||
Capital expenditures
|
|
56,655
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
56,816
|
|
|||||
Total assets of continuing operations
|
|
6,403,512
|
|
|
423,663
|
|
|
(40,618
|
)
|
|
—
|
|
|
6,786,557
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
13-Week Period Ended April 28, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
2,633,024
|
|
|
$
|
62,158
|
|
|
$
|
(46,303
|
)
|
|
$
|
—
|
|
|
$
|
2,648,879
|
|
Restructuring, acquisition, and integration related expenses
|
|
—
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
151
|
|
|||||
Operating income (loss)
|
|
86,633
|
|
|
(3,984
|
)
|
|
(492
|
)
|
|
—
|
|
|
82,157
|
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,323
|
|
|
4,323
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,834
|
|
|||||
Depreciation and amortization
|
|
21,261
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
21,733
|
|
|||||
Capital expenditures
|
|
13,694
|
|
|
417
|
|
|
—
|
|
|
—
|
|
|
14,111
|
|
|||||
Total assets of continuing operations
|
|
2,935,420
|
|
|
184,301
|
|
|
(40,875
|
)
|
|
—
|
|
|
3,078,846
|
|
(1)
|
For the
third quarter of fiscal 2019
, the Company recorded
$233.4
million within Net sales in its wholesale reportable segment attributable to discontinued operations inter-company product purchases from its Retail operating segment, which it expects will continue subsequent to the sale of certain retail banners.
|
(in thousands)
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated (Income)/Expenses
|
|
Consolidated
|
||||||||||
39-Week Period Ended April 27, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
(1)
|
|
$
|
14,931,170
|
|
|
$
|
169,116
|
|
|
$
|
(120,304
|
)
|
|
$
|
—
|
|
|
$
|
14,979,982
|
|
Goodwill and asset impairment (adjustment) charges
|
|
332,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
332,621
|
|
|||||
Restructuring, acquisition, and integration related expenses
|
|
4
|
|
|
134,563
|
|
|
—
|
|
|
—
|
|
|
134,567
|
|
|||||
Operating income (loss)
|
|
(120,083
|
)
|
|
(233,961
|
)
|
|
(3,248
|
)
|
|
—
|
|
|
(357,292
|
)
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,689
|
|
|
98,689
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(455,981
|
)
|
|||||
Depreciation and amortization
|
|
149,201
|
|
|
20,579
|
|
|
—
|
|
|
—
|
|
|
169,780
|
|
|||||
Capital expenditures
|
|
136,065
|
|
|
888
|
|
|
—
|
|
|
—
|
|
|
136,953
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
39-Week Period Ended April 28, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
|
$
|
7,592,352
|
|
|
$
|
175,083
|
|
|
$
|
(133,000
|
)
|
|
$
|
—
|
|
|
$
|
7,634,435
|
|
Goodwill and asset impairment (adjustment) charges
|
|
67
|
|
|
11,175
|
|
|
—
|
|
|
—
|
|
|
11,242
|
|
|||||
Restructuring, acquisition, and integration related expenses
|
|
—
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
151
|
|
|||||
Operating income (loss)
|
|
200,530
|
|
|
(25,124
|
)
|
|
2,062
|
|
|
—
|
|
|
177,468
|
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,755
|
|
|
10,755
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,713
|
|
|||||
Depreciation and amortization
|
|
64,237
|
|
|
1,745
|
|
|
—
|
|
|
—
|
|
|
65,982
|
|
|||||
Capital expenditures
|
|
27,297
|
|
|
2,349
|
|
|
—
|
|
|
—
|
|
|
29,646
|
|
(1)
|
For the
39-week period ended April 27, 2019
, the Company recorded
$520.4 million
within Net sales in its wholesale reportable segment attributable to discontinued operations inter-company product purchases from its Retail operating segment, which it expects will continue subsequent to the sale of certain retail banners.
|
(in thousands)
|
Average Interest Rate at
January 26, 2019
|
|
Maturity Year
|
|
April 27,
2019 |
|
July 28,
2018 |
||||
Term Loan Facility
|
6.64%
|
|
2019-2025
|
|
$
|
1,888,800
|
|
|
$
|
—
|
|
ABL Credit Facility
|
4.07%
|
|
2023
|
|
1,217,100
|
|
|
—
|
|
||
Other secured loans
|
5.70%
|
|
2023
|
|
45,710
|
|
|
—
|
|
||
Former ABL Credit Facility
|
|
|
|
|
—
|
|
|
210,000
|
|
||
Former Term Loan Facility
|
|
|
|
|
—
|
|
|
110,000
|
|
||
Debt issuance costs, net
|
|
|
|
|
(57,608
|
)
|
|
(1,164
|
)
|
||
Original issue discount on debt
|
|
|
|
|
(42,729
|
)
|
|
—
|
|
||
Long-term debt, including current portion
|
|
|
|
|
$
|
3,051,273
|
|
|
$
|
318,836
|
|
Less: current portion of long-term debt obligations
|
|
|
|
|
(107,281
|
)
|
|
(10,000
|
)
|
||
Long-term debt
|
|
|
|
|
$
|
2,943,992
|
|
|
$
|
308,836
|
|
Assets securing the ABL Credit Facility (in thousands)
(1)
:
|
April 27, 2019
|
||
Certain inventory assets included in Inventories and Current assets of discontinued operations
|
$
|
2,276,895
|
|
Certain receivables included in Receivables and Current assets of discontinued operations
|
$
|
917,296
|
|
(1)
|
The ABL Credit Facility is also secured by all of the Company’s pharmacy scripts, which are included in Long-term assets of discontinued operations in the Condensed Consolidated Balance Sheets as of
April 27, 2019
.
|
Unused available credit and fees under the ABL Credit Facility (in thousands, except percentages):
|
April 27, 2019
|
||
Outstanding letters of credit
|
$
|
80,606
|
|
Letter of credit fees
|
1.625
|
%
|
|
Unused available credit
|
$
|
791,352
|
|
Unused facility fees
|
0.25
|
%
|
|
13-Week Period Ended
|
|
39-Week Period Ended
|
||||||||||||
(in thousands)
|
April 27,
2019 |
|
April 28,
2018 |
|
April 27,
2019 |
|
April 28,
2018 |
||||||||
Minimum rent
|
56,278
|
|
|
22,186
|
|
|
$
|
146,411
|
|
|
$
|
64,180
|
|
||
Contingent rent
|
6
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Rent expense
(1)
|
56,284
|
|
|
22,186
|
|
|
146,452
|
|
|
64,180
|
|
||||
Less subtenant rentals
|
(9,165
|
)
|
|
(412
|
)
|
|
(19,184
|
)
|
|
(1,237
|
)
|
||||
Total net rent expense
|
$
|
47,119
|
|
|
$
|
21,774
|
|
|
$
|
127,268
|
|
|
$
|
62,943
|
|
(1)
|
Rent expense as presented here includes
$11.6 million
in the
third quarter
of fiscal
2019
, and
$24.3 million
year-to-date in fiscal
2019
, of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as we expect to remain primarily obligated under these leases.
|
|
Lease Obligations
|
||||||
Fiscal Year
|
Operating Leases
|
|
Capital Leases
|
||||
Remaining fiscal 2019
|
$
|
52,497
|
|
|
$
|
15,049
|
|
2020
|
183,901
|
|
|
43,556
|
|
||
2021
|
160,734
|
|
|
35,259
|
|
||
2022
|
145,768
|
|
|
32,082
|
|
||
2023
|
124,538
|
|
|
28,895
|
|
||
Thereafter
|
1,021,406
|
|
|
74,433
|
|
||
Total future minimum obligations
|
$
|
1,688,844
|
|
|
229,274
|
|
|
Less interest
|
|
|
(79,944
|
)
|
|||
Present value of net future minimum obligations
|
|
|
149,330
|
|
|||
Less current capital lease obligations
|
|
|
(26,394
|
)
|
|||
Long-term capital lease obligations
|
|
|
$
|
122,936
|
|
|
Lease Receipts
|
||||||
Fiscal Year
|
Operating Leases
|
|
Direct Financing Leases
|
||||
Remaining fiscal 2019
|
$
|
11,068
|
|
|
$
|
161
|
|
2020
|
33,824
|
|
|
281
|
|
||
2021
|
27,097
|
|
|
—
|
|
||
2022
|
23,416
|
|
|
—
|
|
||
2023
|
15,887
|
|
|
—
|
|
||
Thereafter
|
32,173
|
|
|
—
|
|
||
Total minimum lease receipts
|
$
|
143,465
|
|
|
$
|
442
|
|
|
13-Week Period Ended April 27, 2019
|
|
39-Week Period Ended April 27, 2019
|
||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
114
|
|
Interest cost
|
24,004
|
|
|
478
|
|
|
49,855
|
|
|
993
|
|
||||
Expected return on plan assets
|
(35,416
|
)
|
|
(58
|
)
|
|
(73,555
|
)
|
|
(121
|
)
|
||||
Net periodic benefit (income) cost
|
$
|
(11,412
|
)
|
|
$
|
475
|
|
|
$
|
(23,700
|
)
|
|
$
|
986
|
|
Contributions to benefit plans
|
$
|
(2,386
|
)
|
|
$
|
(92
|
)
|
|
$
|
(2,574
|
)
|
|
$
|
(218
|
)
|
|
October 22,
2018 |
||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Benefit obligation as of October 22, 2018
|
$
|
2,499,954
|
|
|
$
|
52,276
|
|
Fair value of plan assets at October 22, 2018
|
2,305,020
|
|
|
11,586
|
|
||
Unfunded status at October 22, 2018
|
$
|
(194,934
|
)
|
|
$
|
(40,690
|
)
|
|
October 22,
2018 |
Benefit obligation assumptions:
|
|
Discount rate
|
4.30% - 4.42%
|
Asset Category
|
Target
|
|
October 22,
2018 |
||
Domestic equity
|
20.8
|
%
|
|
19.8
|
%
|
International equity
|
6.0
|
%
|
|
5.4
|
%
|
Private equity
|
5.0
|
%
|
|
5.0
|
%
|
Fixed income
|
64.8
|
%
|
|
64.2
|
%
|
Real estate
|
3.4
|
%
|
|
5.6
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Measured at NAV
|
|
Total
|
||||||||||
Common stock
|
$
|
299,234
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
299,234
|
|
Common collective trusts
|
—
|
|
|
739,822
|
|
|
—
|
|
|
78,230
|
|
|
818,052
|
|
|||||
Corporate bonds
|
—
|
|
|
368,145
|
|
|
—
|
|
|
—
|
|
|
368,145
|
|
|||||
Government securities
|
51,030
|
|
|
155,279
|
|
|
—
|
|
|
—
|
|
|
206,309
|
|
|||||
Mutual funds
|
887
|
|
|
309,582
|
|
|
—
|
|
|
—
|
|
|
310,469
|
|
|||||
Mortgage-backed securities
|
—
|
|
|
14,920
|
|
|
—
|
|
|
—
|
|
|
14,920
|
|
|||||
Other
|
52,952
|
|
|
2,193
|
|
|
—
|
|
|
—
|
|
|
55,145
|
|
|||||
Private equity and real estate partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
244,332
|
|
|
244,332
|
|
|||||
Total plan assets at fair value
|
$
|
404,103
|
|
|
$
|
1,589,941
|
|
|
$
|
—
|
|
|
$
|
322,562
|
|
|
$
|
2,316,606
|
|
Fiscal Year
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||
Remaining fiscal 2019
|
$
|
41,128
|
|
|
$
|
1,321
|
|
2020
|
158,500
|
|
|
4,800
|
|
||
2021
|
163,100
|
|
|
4,700
|
|
||
2022
|
169,900
|
|
|
4,600
|
|
||
2023
|
174,600
|
|
|
4,500
|
|
||
Years 2024-2027
|
849,500
|
|
|
19,400
|
|
|
|
Post-Employment Benefits
|
||
|
|
April 27,
2019 |
||
Accrued compensation and benefits
|
|
$
|
2,730
|
|
Other long-term liabilities
|
|
5,084
|
|
|
Total
|
|
$
|
7,814
|
|
a.
|
Assets contributed to the multiemployer plan by one employer are held in trust and may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c.
|
If we choose to stop participating in some multiemployer plans, or make market exits or closures or otherwise have participation in the plan drop below certain levels, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
EIN—Pension
Plan Number
|
|
Plan
Month/Day
End Date
|
|
Pension Protection Act Zone Status
|
|
FIP/RP Status
Pending/ Implemented
|
|
Contributions
|
|
Surcharges
Imposed
(1)
|
|
Amortization
Provisions
|
||
Pension Fund
|
2019
|
|
39-Week Period Ended April 27, 2019
|
|
|||||||||||
Minneapolis Food Distributing Industry Pension Plan
(2)
|
416047047-001
|
|
12/31
|
|
Green
|
|
No
|
|
$
|
5
|
|
|
No
|
|
No
|
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund
(3)
|
410905139-001
|
|
2/28
|
|
Red
|
|
Implemented
|
|
4
|
|
|
No
|
|
No
|
|
Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Fund
(3)
|
83-2598425
|
|
12/31
|
|
N/A
|
|
N/A
|
|
1
|
|
|
N/A
|
|
N/A
|
|
Central States, Southeast and Southwest Areas Pension Fund
(2)
|
366044243-001
|
|
12/31
|
|
Deep Red
|
|
Implemented
|
|
3
|
|
|
No
|
|
Yes
|
|
UFCW Unions and Participating Employer Pension Fund
(3)
|
526117495-001
|
|
12/31
|
|
Red
|
|
Implemented
|
|
3
|
|
|
No
|
|
No
|
|
Western Conference of Teamsters Pension Plan Trust
(2)
|
916145047-001
|
|
12/31
|
|
Green
|
|
No
|
|
8
|
|
|
No
|
|
No
|
|
UFCW Unions and Employers Pension Plan
(3)
|
396069053-001
|
|
10/31
|
|
Deep Red
|
|
Implemented
|
|
1
|
|
|
Yes
|
|
Yes
|
|
All Other Multiemployer Pension Plans
(4)
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
$
|
27
|
|
|
|
|
|
(1)
|
PPA surcharges are 5 percent or 10 percent of eligible contributions and may not apply to all collective bargaining agreements or total contributions to each plan.
|
(2)
|
These multiemployer pension plans are associated with continuing operations.
|
(3)
|
These multiemployer pension plans are associated with discontinued operations.
|
(4)
|
All Other Multiemployer Pension Plans include 6 plans, none of which is individually significant when considering contributions to the plan, severity of the underfunded status or other factors.
|
|
|
|
Most Significant Collective Bargaining Agreement
|
|
|
||||||
Pension Fund
|
Range of Collective Bargaining Agreement Expiration Dates
|
|
Total Collective Bargaining Agreements
|
|
Expiration Date
|
|
% of Associates under Collective Bargaining Agreement
(1)
|
|
Over 5% Contribution 2018
|
||
Minneapolis Food Distributing Industry Pension Plan
(2)
|
5/31/2022
|
|
1
|
|
|
5/31/2022
|
|
100.0
|
%
|
|
Yes
|
Minneapolis Retail Meat Cutters and Food Handlers Pension Fund
(3)
|
3/4/2023
|
|
1
|
|
|
3/4/2023
|
|
100.0
|
%
|
|
Yes
|
Minneapolis Retail Meat Cutters and Food Handlers Variable Annuity Pension Fund (‘VAP”)
(3)
|
3/4/2023
|
|
1
|
|
|
3/4/2023
|
|
100.0
|
%
|
|
N/A (contrib. began 1/1/2019)
|
Central States, Southeast and Southwest Areas Pension Fund
(2)
|
5/31/2019 - 9/14/2019
|
|
4
|
|
|
9/14/2019
|
|
42.0
|
%
|
|
No
|
UFCW Unions and Participating Employer Pension Fund
(3)
|
7/11/2020
|
|
2
|
|
|
7/11/2020
|
|
71.7
|
%
|
|
Yes
|
Western Conference of Teamsters Pension Trust
(2)
|
4/20/2019 - 4/22/2023
|
|
21
|
|
|
7/17/2021
|
|
15.8
|
%
|
|
No
|
UFCW Unions and Employers Pension Plan
(3)
|
4/9/2022
|
|
1
|
|
|
4/9/2022
|
|
100.0
|
%
|
|
Yes
|
(1)
|
Company participating employees in the most significant collective bargaining agreement as a percent of all Company employees participating in the respective fund.
|
(2)
|
These multiemployer pension plans are associated with continuing operations.
|
(3)
|
These multiemployer pension plans are associated with discontinued operations.
|
|
13-Week Period Ended April 27, 2019
|
|
39-Week Period
Ended April 27, 2019
(1)
|
||||
|
|
||||||
Net sales
|
$
|
640,121
|
|
|
$
|
1,413,756
|
|
Cost of sales
|
463,157
|
|
|
1,031,330
|
|
||
Gross profit
|
176,964
|
|
|
382,426
|
|
||
Operating expenses
|
145,191
|
|
|
321,777
|
|
||
Operating income
|
31,773
|
|
|
60,649
|
|
||
Interest expense
|
284
|
|
|
738
|
|
||
Net periodic benefit income, excluding service cost
|
(146
|
)
|
|
(304
|
)
|
||
Equity in earnings of unconsolidated subsidiaries
|
(507
|
)
|
|
(1,391
|
)
|
||
Income from discontinued operations before income taxes
|
32,142
|
|
|
61,606
|
|
||
Income tax provision
|
7,772
|
|
|
13,759
|
|
||
Income from discontinued operations, net of tax
|
$
|
24,370
|
|
|
$
|
47,847
|
|
(1)
|
These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to
April 27, 2019
.
|
(in thousands)
|
April 27, 2019
|
||
Current assets
|
|
||
Cash and cash equivalents
|
$
|
3,019
|
|
Receivables, net
|
2,182
|
|
|
Inventories
|
136,713
|
|
|
Other current assets
|
5,607
|
|
|
Total current assets of discontinued operations
|
147,521
|
|
|
Long-term assets
|
|
||
Property, plant and equipment
|
337,591
|
|
|
Intangible assets
|
53,486
|
|
|
Other assets
|
2,067
|
|
|
Total long-term assets of discontinued operations
|
393,143
|
|
|
Total assets of discontinued operations
|
$
|
540,664
|
|
|
|
||
Current liabilities
|
|
||
Accounts payable
|
$
|
55,261
|
|
Accrued compensation and benefits
|
39,497
|
|
|
Other current liabilities
|
21,352
|
|
|
Total current liabilities of discontinued operations
|
116,110
|
|
|
Long-term liabilities
|
|
||
Other long-term liabilities
|
935
|
|
|
Total long-term liabilities of discontinued operations
|
935
|
|
|
Total liabilities of discontinued operations
|
117,045
|
|
|
Net assets of discontinued operations
|
$
|
423,619
|
|
•
|
the Company's dependence on principal customers;
|
•
|
the Company's sensitivity to general economic conditions including changes in disposable income levels and consumer spending trends;
|
•
|
the Company’s ability to realize anticipated benefits of its acquisitions and dispositions, in particular, its acquisition of Supervalu;
|
•
|
the possibility that restructuring, asset impairment, and other charges and costs we may incur in connection with the sale or closure of Supervalu’s retail operations will exceed current estimates;
|
•
|
the potential for additional goodwill impairment charges as a result of purchase accounting adjustments or otherwise;
|
•
|
the Company's reliance on the continued growth in sales of its higher margin natural and organic foods and non-food products in comparison to lower margin conventional grocery products;
|
•
|
increased competition in the Company's industry as a result of increased distribution of natural, organic and specialty products by conventional grocery distributors and direct distribution of those products by large retailers and online distributors;
|
•
|
increased competition as a result of continuing consolidation of retailers in the natural product industry and the growth of supernatural chains;
|
•
|
the Company's ability to timely and successfully deploy its warehouse management system throughout its distribution centers and its transportation management system across the Company and to achieve the efficiencies and cost savings from these efforts;
|
•
|
the addition or loss of significant customers or material changes to the Company's relationships with these customers;
|
•
|
volatility in fuel costs;
|
•
|
volatility in foreign exchange rates;
|
•
|
the Company's sensitivity to inflationary and deflationary pressures;
|
•
|
the relatively low margins and economic sensitivity of the Company's business;
|
•
|
the potential for disruptions in the Company's supply chain by circumstances beyond its control;
|
•
|
the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;
|
•
|
moderated supplier promotional activity, including decreased forward buying opportunities;
|
•
|
union-organizing activities that could cause labor relations difficulties and increased costs; and
|
•
|
the ability to identify and successfully complete acquisitions of other natural, organic and specialty food and non-food products distributors.
|
•
|
Successful integration of Supervalu into UNFI;
|
•
|
Realizing cost synergies;
|
•
|
Optimizing our distribution center network;
|
•
|
Driving cross selling of products and services across our businesses; and
|
•
|
Generating cash to pay down debt.
|
•
|
our
wholesale division
, which includes:
|
◦
|
Our broadline natural, organic and specialty distribution business in the United States, including our Select Nutrition business which distributes vitamins, minerals and supplements;
|
◦
|
Our Supervalu business, which distributes grocery and other products, includes a Private Brands business with the
Essential Everyday®, Wild Harvest®
, and
Culinary Circle®
brands, and provides logistics and professional service solutions to retailers across the United States and internationally;
|
◦
|
Tony’s, which distributes a wide array of specialty protein, cheese, deli, foodservice and bakery goods, principally throughout the Western United States;
|
◦
|
Albert’s, which distributes organically grown produce and non-produce perishable items within the United States, and includes the operations of Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items principally in Northern California; and
|
◦
|
UNFI Canada, Inc. (“UNFI Canada”), which is our natural, organic and specialty distribution business in Canada.
|
•
|
our
manufacturing and branded products division
, consisting of:
|
◦
|
Our Blue Marble Brands branded product lines;
|
◦
|
Woodstock Farms Manufacturing, which specializes in importing, roasting, packaging and the distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections.
|
•
|
Supernatural
, which consists of chain accounts that are national in scope and carry primarily natural products, and at this time currently consists solely of Whole Foods Market;
|
•
|
Independents
, which include single store and chain accounts (excluding supernatural, as defined above), which carry primarily natural products and buying clubs of consumer groups joined to buy products;
|
•
|
Supermarkets
, which include accounts that also carry conventional products, and at this time currently include chain accounts, supermarket independents, and gourmet and ethnic specialty stores;
and
|
•
|
Other
, which includes foodservice, e-commerce and international customers outside of Canada, as well as sales to Amazon.com, Inc.
|
•
|
expand our marketing and customer service programs across regions;
|
•
|
expand our national purchasing opportunities;
|
•
|
offer a broader selection of products to our customers than our competitors;
|
•
|
offer operational excellence with high service levels and a higher percentage of on-time deliveries than our competitors;
|
•
|
centralize general and administrative functions to reduce expenses;
|
•
|
consolidate systems applications among physical locations and regions;
|
•
|
increase our investment in people, facilities, equipment and technology;
|
•
|
integrate administrative and accounting functions; and
|
•
|
reduce the geographic overlap between regions.
|
•
|
During the second and third quarters, we incurred higher operating and shrink costs resulting from our transition from the Lancaster distribution center to our Harrisburg distribution center. These transition costs have sequentially improved in the third quarter, but we expect to incur higher operating costs in the Harrisburg facility than were historically incurred at Lancaster, which contained warehouse automation.
|
•
|
Within the Pacific Northwest, we expect to move the volume of five distribution centers into two distribution centers. After the completion of the transition and operational consolidation into the new Centralia, Washington distribution center, we expect to achieve synergies and cost savings by eliminating inefficiencies, including incurring lower operating, shrink and off-site storage expenses. This plan includes expanding another distribution center to enhance customer product offerings, create more efficient inventory management, streamline operations and incorporate best in class technology to deliver a better customer experience. The optimization of the Pacific Northwest distribution network will also help deliver meaningful synergies contemplated in the acquisition of Supervalu in October 2018. We accelerated the Pacific Northwest consolidation timeline in comparison to prior legacy Supervalu projections to accelerate the realization of synergies from the Pacific Northwest consolidation.
|
|
|
Net Sales for the 13-Week Period Ended
|
|
Net Sales for the 39-Week Period Ended
|
||||||||||||||||||||||||
Customer Channel
|
|
April 27,
2019 |
|
% of
Net Sales
|
|
April 28, 2018
(1)
|
|
% of
Net Sales
|
|
April 27,
2019 |
|
% of
Net Sales
|
|
April 28, 2018
(1)
|
|
% of
Net Sales
|
||||||||||||
Supernatural
|
|
$
|
1,102
|
|
|
18
|
%
|
|
$
|
992
|
|
|
37
|
%
|
|
$
|
3,229
|
|
|
22
|
%
|
|
$
|
2,776
|
|
|
36
|
%
|
Independents
|
|
829
|
|
|
14
|
%
|
|
689
|
|
|
26
|
%
|
|
2,331
|
|
|
16
|
%
|
|
1,998
|
|
|
26
|
%
|
||||
Supermarkets
|
|
3,675
|
|
|
62
|
%
|
|
706
|
|
|
27
|
%
|
|
8,482
|
|
|
57
|
%
|
|
2,118
|
|
|
28
|
%
|
||||
Other
|
|
357
|
|
|
6
|
%
|
|
262
|
|
|
10
|
%
|
|
938
|
|
|
6
|
%
|
|
742
|
|
|
10
|
%
|
||||
Total net sales
|
|
$
|
5,963
|
|
|
100
|
%
|
|
$
|
2,649
|
|
|
100
|
%
|
|
$
|
14,980
|
|
|
100
|
%
|
*
|
$
|
7,634
|
|
|
100
|
%
|
(1)
|
During the second quarter of fiscal 2019, the presentation of net sales by customer channel was adjusted to reflect changes in the classification of customer types as a result of a detailed review of customer channel definitions. There was no impact to the Condensed Consolidated Statements of Income as a result of revising the classification of customer types. As a result of this adjustment, net sales to our supermarkets channel and to our other channel for the
third quarter
of fiscal
2018
decreased approximately
$12 million
and
$13 million
, respectively, compared to the previously reported amounts, while net sales to the independents channel for the
third quarter
of fiscal
2018
increased approximately
$25 million
compared to the previously reported amounts. In addition, net sales to our supermarkets channel and to our other channel for the
39-week period ended April 28, 2018
decreased approximately
$32 million
and
$45 million
, respectively, compared to the previously reported amounts, while net sales to the independents channel for the
39-week period ended April 28, 2018
increased approximately
$77 million
compared to the previously reported amounts.
|
|
|
39-Week Period Ended
|
||||||||||
(in thousands)
|
|
April 27, 2019
|
|
April 28, 2018
|
|
Change
|
||||||
Net cash provided by (used in) operating activities of continuing operations
|
|
$
|
6,374
|
|
|
$
|
(31,276
|
)
|
|
$
|
37,650
|
|
Net cash used in investing activities of continuing operations
|
|
(2,249,817
|
)
|
|
(32,269
|
)
|
|
(2,217,548
|
)
|
|||
Net cash provided by financing activities of continuing operations
|
|
2,140,607
|
|
|
70,190
|
|
|
2,070,417
|
|
|||
Net cash flows from discontinued operations
|
|
120,627
|
|
|
—
|
|
|
120,627
|
|
|||
Effect of exchange rate changes on cash
|
|
(226
|
)
|
|
(301
|
)
|
|
75
|
|
|||
Net increase in cash and cash equivalents
|
|
17,565
|
|
|
6,344
|
|
|
11,221
|
|
|||
Cash and cash equivalents, at beginning of period
|
|
23,315
|
|
|
15,414
|
|
|
7,901
|
|
|||
Cash and cash equivalents, at end of period
|
|
$
|
40,880
|
|
|
$
|
21,758
|
|
|
$
|
19,122
|
|
|
Payments Due Per Period
|
||||||||||||||||||||||
(in millions)
|
Total
|
|
Remaining Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021-2022
|
|
Fiscal 2023-2024
|
|
Thereafter
|
||||||||||||
Contractual obligations
(1)(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
(3)
|
$
|
3,152
|
|
|
$
|
6
|
|
|
$
|
121
|
|
|
$
|
56
|
|
|
$
|
1,268
|
|
|
$
|
1,701
|
|
Interest on long-term debt
(4)
|
1,025
|
|
|
57
|
|
|
177
|
|
|
346
|
|
|
302
|
|
|
143
|
|
||||||
Operating leases
(5)
|
1,567
|
|
|
43
|
|
|
156
|
|
|
263
|
|
|
202
|
|
|
903
|
|
||||||
Capital leases
(6)
|
208
|
|
|
13
|
|
|
38
|
|
|
60
|
|
|
48
|
|
|
49
|
|
||||||
Purchase obligations
(7)
|
275
|
|
|
78
|
|
|
128
|
|
|
61
|
|
|
6
|
|
|
2
|
|
||||||
Deferred compensation
|
6
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
2
|
|
||||||
Multiemployer plan withdrawal liability
|
74
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
5
|
|
|
63
|
|
||||||
Self-insurance liabilities
(8)
|
94
|
|
|
18
|
|
|
26
|
|
|
26
|
|
|
11
|
|
|
13
|
|
||||||
Total contractual obligations
|
$
|
6,401
|
|
|
$
|
216
|
|
|
$
|
649
|
|
|
$
|
817
|
|
|
$
|
1,843
|
|
|
$
|
2,876
|
|
(1)
|
Because the timing of certain future payments beyond fiscal
2019
cannot be reasonably determined, contractual obligations payments due per fiscal period presented here exclude our discretionary funding of our pension plans and required funding of our postretirement benefit obligations. Pension and postretirement benefit obligations were
$210.1 million
as of
April 27, 2019
. We expect to contribute approximately
$5.0
million to
$10.0
million to pension and
postretirement benefit plans during fiscal
2019
.
|
(2)
|
Unrecognized tax benefits, which totaled
$40.6 million
as
of
April 27, 2019
, were excluded from the contractual obligations table because an estimate of the timing of future tax settlements cannot be reasonably determined.
|
(3)
|
Long-term debt amounts exclude original issue discounts and deferred financing costs. Long-term debt payments due per fiscal period for
2019
through thereafter exclude any prepayments that may be required under the provisions of the Term Loan Facility because the amount of such future prepayment amounts, if any, are not reasonably estimable as of
April 27, 2019
.
|
(4)
|
Amounts include contractual interest payments (net of our interest rate swap payments) using the face value and interest rate as of
April 27, 2019
applicable to our variable interest debt instruments (including the Term Loan Facility and ABL Credit Facility) and other fixed rate debt instruments. As of
April 27, 2019
, the face value of our variable interest debt instruments with a variable rate equal to one-month LIBOR plus an applicable margin was
$3,068.5 million
. As of
April 27, 2019
, the face value of our variable interest debt instruments with a variable rate equal to the prime rate plus an applicable margin was
$44.6 million
.
|
(5)
|
Represents the minimum rents payable under operating leases, excluding common area maintenance, insurance or tax payments, for which we are also obligated, offset by minimum subtenant rentals of
$122 million
total,
$9 million
,
$28 million
,
$44 million
,
$23 million
, and
$19 million
, respectively.
|
(6)
|
Represents the minimum payments under capital leases, excluding common area maintenance, insurance or tax payments, for which we are also obligated, offset by minimum subtenant rentals of
$22 million
total,
$2 million
,
$6 million
,
$7 million
,
$4 million
, and
$3 million
, respectively.
|
(7)
|
Our purchase obligations include various obligations that have annual purchase commitments of $1 million or greater. As of
April 27, 2019
, future purchase obligations existed that primarily related to fixed asset, information technology and inventory purchase commitments. In addition, in the ordinary course of business, we enter into supply contracts to purchase product for resale to wholesale customers and to consumers, which are typically of a short-term nature with limited or no purchase commitments. The majority of our supply contracts are short-term in nature and relate to fixed assets, information technology and contracts to purchase product for resale. These supply contracts typically include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. The supply contracts that are cancelable have not been included above.
|
(8)
|
Our insurance reserves include the undiscounted obligations related to workers’ compensation, general and automobile liabilities at the estimated ultimate cost of reported claims and claims incurred but not yet reported and related expenses.
|
(in millions, except shares and per share amounts)
|
|
Total Number of Shares Purchased
(2)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
|
||||||
Period
(1)
:
|
|
|
|
|
|
|
|
|
||||||
January 27, 2019 to March 2, 2019
|
|
345
|
|
|
$
|
14.58
|
|
|
—
|
|
|
$
|
—
|
|
March 3, 2019 to March 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
March 31, 2019 to April 27, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175.8
|
|
||
Total
|
|
345
|
|
|
14.58
|
|
|
—
|
|
|
$
|
175.8
|
|
(1)
|
The reported periods conform to our fiscal calendar.
|
(2)
|
These amounts include the deemed surrender by participants in our compensatory stock plans of 345 shares of the Company’s common stock to cover taxes from the vesting of restricted stock awards and restricted stock units granted under such plans.
|
Exhibit No.
|
|
Description
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101*
|
|
The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 27, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
UNITED NATURAL FOODS, INC.
|
|
|
|
/s/ Michael P. Zechmeister
|
|
Michael P. Zechmeister
|
|
Chief Financial Officer
|
|
(Duly Authorized Officer and Principal Financial Officer)
|
1 Year United Natural Foods Chart |
1 Month United Natural Foods Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions