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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 |
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Delaware
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05-0376157
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(State or other jurisdiction of
|
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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|
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313 Iron Horse Way,
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Providence,
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Rhode Island
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02908
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(Address of principal executive offices)
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|
(Zip Code)
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Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
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Common stock, par value $0.01
|
UNFI
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New York Stock Exchange
|
Large accelerated filer
|
☒
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Accelerated filer
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☐
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Non-accelerated filer
|
☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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November 2,
2019 |
|
August 3,
2019 |
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
39,758
|
|
|
$
|
42,350
|
|
Accounts receivable, net
|
|
1,136,924
|
|
|
1,065,699
|
|
||
Inventories
|
|
2,324,979
|
|
|
2,089,416
|
|
||
Prepaid expenses and other current assets
|
|
192,463
|
|
|
226,727
|
|
||
Current assets of discontinued operations
|
|
155,883
|
|
|
143,729
|
|
||
Total current assets
|
|
3,850,007
|
|
|
3,567,921
|
|
||
Property and equipment, net
|
|
1,494,309
|
|
|
1,639,259
|
|
||
Operating lease assets
|
|
1,051,128
|
|
|
—
|
|
||
Goodwill
|
|
19,791
|
|
|
442,256
|
|
||
Intangible assets, net
|
|
999,586
|
|
|
1,041,058
|
|
||
Deferred income taxes
|
|
98,768
|
|
|
31,087
|
|
||
Other assets
|
|
106,038
|
|
|
107,319
|
|
||
Long-term assets of discontinued operations
|
|
343,892
|
|
|
352,065
|
|
||
Total assets
|
|
$
|
7,963,519
|
|
|
$
|
7,180,965
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
1,606,470
|
|
|
$
|
1,476,857
|
|
Accrued expenses and other current liabilities
|
|
246,563
|
|
|
249,426
|
|
||
Accrued compensation and benefits
|
|
164,605
|
|
|
148,296
|
|
||
Current portion of operating lease liabilities
|
|
127,327
|
|
|
—
|
|
||
Current portion of long-term debt and finance lease liabilities
|
|
34,458
|
|
|
112,103
|
|
||
Current liabilities of discontinued operations
|
|
100,878
|
|
|
122,265
|
|
||
Total current liabilities
|
|
2,280,301
|
|
|
2,108,947
|
|
||
Long-term debt
|
|
3,051,238
|
|
|
2,819,050
|
|
||
Long-term operating lease liabilities
|
|
949,978
|
|
|
—
|
|
||
Long-term finance lease liabilities
|
|
68,682
|
|
|
108,208
|
|
||
Pension and other postretirement benefit obligations
|
|
220,550
|
|
|
237,266
|
|
||
Deferred income taxes
|
|
1,047
|
|
|
1,042
|
|
||
Other long-term liabilities
|
|
267,080
|
|
|
393,595
|
|
||
Long-term liabilities of discontinued operations
|
|
1,403
|
|
|
1,923
|
|
||
Total liabilities
|
|
6,840,279
|
|
|
5,670,031
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, authorized 100,000 shares; 54,121 shares issued and 53,506 shares
outstanding at November 2, 2019; 53,501 shares issued and 52,886 shares outstanding at August 3, 2019 |
|
541
|
|
|
535
|
|
||
Additional paid-in capital
|
|
532,958
|
|
|
530,801
|
|
||
Treasury stock at cost
|
|
(24,231
|
)
|
|
(24,231
|
)
|
||
Accumulated other comprehensive loss
|
|
(111,691
|
)
|
|
(108,953
|
)
|
||
Retained earnings
|
|
728,979
|
|
|
1,115,519
|
|
||
Total United Natural Foods, Inc. stockholders’ equity
|
|
1,126,556
|
|
|
1,513,671
|
|
||
Noncontrolling interests
|
|
(3,316
|
)
|
|
(2,737
|
)
|
||
Total stockholders' equity
|
|
1,123,240
|
|
|
1,510,934
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,963,519
|
|
|
$
|
7,180,965
|
|
|
|
13-Week Period Ended
|
||||||
|
|
November 2,
2019 |
|
October 27,
2018 |
||||
Net sales
|
|
$
|
6,019,585
|
|
|
$
|
2,868,156
|
|
Cost of sales
|
|
5,248,543
|
|
|
2,455,825
|
|
||
Gross profit
|
|
771,042
|
|
|
412,331
|
|
||
Operating expenses
|
|
775,414
|
|
|
363,165
|
|
||
Goodwill and asset impairment charges
|
|
425,405
|
|
|
—
|
|
||
Restructuring, acquisition and integration related expenses
|
|
14,250
|
|
|
68,004
|
|
||
Operating loss
|
|
(444,027
|
)
|
|
(18,838
|
)
|
||
Other expense (income):
|
|
|
|
|
|
|
||
Net periodic benefit income, excluding service cost
|
|
(11,384
|
)
|
|
(844
|
)
|
||
Interest expense, net
|
|
49,518
|
|
|
7,525
|
|
||
Other, net
|
|
(46
|
)
|
|
97
|
|
||
Total other expense, net
|
|
38,088
|
|
|
6,778
|
|
||
Loss from continuing operations before income taxes
|
|
(482,115
|
)
|
|
(25,616
|
)
|
||
Benefit for income taxes
|
|
(73,753
|
)
|
|
(4,255
|
)
|
||
Net loss from continuing operations
|
|
(408,362
|
)
|
|
(21,361
|
)
|
||
Income from discontinued operations, net of tax
|
|
24,954
|
|
|
2,070
|
|
||
Net loss including noncontrolling interests
|
|
(383,408
|
)
|
|
(19,291
|
)
|
||
Less net income attributable to noncontrolling interests
|
|
(519
|
)
|
|
(3
|
)
|
||
Net loss attributable to United Natural Foods, Inc.
|
|
$
|
(383,927
|
)
|
|
$
|
(19,294
|
)
|
|
|
|
|
|
|
|
||
Basic (loss) earnings per share:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(7.67
|
)
|
|
$
|
(0.42
|
)
|
Discontinued operations
|
|
$
|
0.46
|
|
|
$
|
0.04
|
|
Basic loss per share
|
|
$
|
(7.21
|
)
|
|
$
|
(0.38
|
)
|
Diluted (loss) earnings per share:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(7.67
|
)
|
|
$
|
(0.42
|
)
|
Discontinued operations
|
|
$
|
0.46
|
|
|
$
|
0.04
|
|
Diluted loss per share
|
|
$
|
(7.21
|
)
|
|
$
|
(0.38
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
||
Basic
|
|
53,213
|
|
|
50,583
|
|
||
Diluted
|
|
53,213
|
|
|
50,583
|
|
|
|
13-Week Period Ended
|
||||||
|
|
November 2,
2019 |
|
October 27,
2018 |
||||
Net loss including noncontrolling interests
|
|
$
|
(383,408
|
)
|
|
$
|
(19,291
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||
Recognition of pension and other postretirement benefit obligations, net of tax(1)
|
|
572
|
|
|
—
|
|
||
Recognition of interest rate swap cash flow hedges, net of tax(2)
|
|
(3,681
|
)
|
|
196
|
|
||
Foreign currency translation adjustments
|
|
371
|
|
|
(672
|
)
|
||
Total other comprehensive loss
|
|
(2,738
|
)
|
|
(476
|
)
|
||
Less comprehensive income attributable to noncontrolling interests
|
|
(519
|
)
|
|
(3
|
)
|
||
Total comprehensive loss attributable to United Natural Foods, Inc.
|
|
$
|
(386,665
|
)
|
|
$
|
(19,770
|
)
|
(1)
|
Amounts are net of tax (benefit) expense of $0.2 million and $0.0 million for the 13-week periods ended November 2, 2019 and October 27, 2018, respectively.
|
(2)
|
Amounts are net of tax (benefit) expense of $(1.3) million and $0.3 million for the 13-week periods ended November 2, 2019 and October 27, 2018, respectively.
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained Earnings
|
|
Total United Natural Foods, Inc.
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances at August 3, 2019
|
53,501
|
|
|
$
|
535
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
530,801
|
|
|
$
|
(108,953
|
)
|
|
$
|
1,115,519
|
|
|
$
|
1,513,671
|
|
|
$
|
(2,737
|
)
|
|
$
|
1,510,934
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,613
|
)
|
|
(2,613
|
)
|
|
|
|
(2,613
|
)
|
||||||||||||
Restricted stock vestings and stock option exercises
|
424
|
|
|
4
|
|
|
|
|
|
|
(823
|
)
|
|
|
|
|
|
|
|
(819
|
)
|
|
|
|
(819
|
)
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
1,247
|
|
|
|
|
|
|
|
|
1,247
|
|
|
|
|
1,247
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(2,738
|
)
|
|
|
|
(2,738
|
)
|
|
|
|
(2,738
|
)
|
|||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,098
|
)
|
|
(1,098
|
)
|
|||||||||||||||
Proceeds from issuance of common stock, net
|
196
|
|
|
2
|
|
|
|
|
|
|
1,733
|
|
|
|
|
|
|
1,735
|
|
|
|
|
1,735
|
|
|||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(383,927
|
)
|
|
(383,927
|
)
|
|
519
|
|
|
(383,408
|
)
|
||||||||||
Balances at November 2, 2019
|
54,121
|
|
|
$
|
541
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
532,958
|
|
|
$
|
(111,691
|
)
|
|
$
|
728,979
|
|
|
$
|
1,126,556
|
|
|
$
|
(3,316
|
)
|
|
$
|
1,123,240
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained Earnings
|
|
Total
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, net of tax
|
401
|
|
|
4
|
|
|
|
|
|
|
(3,012
|
)
|
|
|
|
|
|
|
|
(3,008
|
)
|
|
|
|
(3,008
|
)
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
8,089
|
|
|
|
|
|
|
|
|
8,089
|
|
|
|
|
8,089
|
|
||||||||||||
Other/share-based compensation
|
|
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
403
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(476
|
)
|
|
|
|
(476
|
)
|
|
|
|
(476
|
)
|
|||||||||||||||
Acquisition of noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,633
|
)
|
|
(1,633
|
)
|
||||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,294
|
)
|
|
(19,294
|
)
|
|
3
|
|
|
(19,291
|
)
|
||||||||||
Balances at October 27, 2018
|
51,426
|
|
|
$
|
514
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
489,103
|
|
|
$
|
(14,655
|
)
|
|
$
|
1,381,215
|
|
|
$
|
1,831,946
|
|
|
$
|
(1,630
|
)
|
|
$
|
1,830,316
|
|
|
|
13-Week Period Ended
|
||||||
(In thousands)
|
|
November 2,
2019 |
|
October 27,
2018 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net loss including noncontrolling interests
|
|
$
|
(383,408
|
)
|
|
$
|
(19,291
|
)
|
Income from discontinued operations, net of tax
|
|
24,954
|
|
|
2,070
|
|
||
Net loss from continuing operations
|
|
(408,362
|
)
|
|
(21,361
|
)
|
||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
75,141
|
|
|
24,793
|
|
||
Share-based compensation
|
|
1,247
|
|
|
8,089
|
|
||
(Gain) loss on disposition of assets
|
|
(1,308
|
)
|
|
6
|
|
||
Closed property and other restructuring charges
|
|
4,969
|
|
|
412
|
|
||
Goodwill and asset impairment charges
|
|
425,405
|
|
|
—
|
|
||
Net pension and other postretirement benefit income
|
|
(11,370
|
)
|
|
(844
|
)
|
||
Deferred income tax (benefit) expense
|
|
(62,560
|
)
|
|
1,214
|
|
||
LIFO charge
|
|
6,546
|
|
|
—
|
|
||
Provision for doubtful accounts
|
|
13,098
|
|
|
3,037
|
|
||
Loss on debt extinguishment
|
|
73
|
|
|
1,114
|
|
||
Non-cash interest expense
|
|
3,833
|
|
|
345
|
|
||
Changes in operating assets and liabilities, net of acquired businesses
|
|
(182,257
|
)
|
|
(118,124
|
)
|
||
Net cash used in operating activities of continuing operations
|
|
(135,545
|
)
|
|
(101,319
|
)
|
||
Net cash provided by (used in) operating activities of discontinued operations
|
|
676
|
|
|
(5,701
|
)
|
||
Net cash used in operating activities
|
|
(134,869
|
)
|
|
(107,020
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(41,122
|
)
|
|
(16,381
|
)
|
||
Purchases of acquired businesses, net of cash acquired
|
|
—
|
|
|
(2,273,829
|
)
|
||
Proceeds from dispositions of assets
|
|
1,605
|
|
|
149,529
|
|
||
Payments for long-term investment
|
|
(162
|
)
|
|
(110
|
)
|
||
Payments of company owned life insurance premiums
|
|
(1,204
|
)
|
|
—
|
|
||
Net cash used in investing activities of continuing operations
|
|
(40,883
|
)
|
|
(2,140,791
|
)
|
||
Net cash provided by (used in) investing activities of discontinued operations
|
|
17,002
|
|
|
(89
|
)
|
||
Net cash used in investing activities
|
|
(23,881
|
)
|
|
(2,140,880
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Proceeds from borrowings of long-term debt
|
|
2,050
|
|
|
1,905,547
|
|
||
Proceeds from borrowings under revolving credit line
|
|
1,338,446
|
|
|
1,805,300
|
|
||
Repayments of borrowings under revolving credit line
|
|
(1,100,746
|
)
|
|
(688,000
|
)
|
||
Repayments of long-term debt and finance leases
|
|
(83,510
|
)
|
|
(110,000
|
)
|
||
Proceeds from the issuance of common stock and exercise of stock options
|
|
1,735
|
|
|
118
|
|
||
Payment of employee restricted stock tax withholdings
|
|
(819
|
)
|
|
(3,126
|
)
|
||
Payments for debt issuance costs
|
|
—
|
|
|
(60,309
|
)
|
||
Net cash provided by financing activities of continuing operations
|
|
157,156
|
|
|
2,849,530
|
|
||
Net cash used in financing activities of discontinued operations
|
|
(1,060
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
|
156,096
|
|
|
2,849,530
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
(10
|
)
|
|
(49
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(2,664
|
)
|
|
601,581
|
|
||
Cash and cash equivalents, at beginning of period
|
|
45,267
|
|
|
23,315
|
|
||
Cash and cash equivalents, including restricted cash at end of period
|
|
42,603
|
|
|
624,896
|
|
||
Less: cash and cash equivalents of discontinued operations
|
|
(2,845
|
)
|
|
(4,633
|
)
|
||
Cash and cash equivalents including restricted cash of continuing operations
|
|
$
|
39,758
|
|
|
$
|
620,263
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
49,296
|
|
|
$
|
7,325
|
|
Cash (refunds) payments for federal and state income taxes, net
|
|
$
|
(28,874
|
)
|
|
$
|
462
|
|
|
|
Balance at August 3, 2019
|
|
Adjustments due to adoption of the new lease guidance
|
|
Adjusted Balance at August 4, 2019
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
226,727
|
|
|
$
|
(14,733
|
)
|
|
$
|
211,994
|
|
Property and equipment, net
|
|
1,639,259
|
|
|
(142,541
|
)
|
|
1,496,718
|
|
|||
Operating lease assets
|
|
—
|
|
|
1,059,473
|
|
|
1,059,473
|
|
|||
Intangible assets, net
|
|
1,041,058
|
|
|
(17,671
|
)
|
|
1,023,387
|
|
|||
Deferred income taxes
|
|
$
|
31,087
|
|
|
1,052
|
|
|
$
|
32,139
|
|
|
Total increase to assets
|
|
|
|
$
|
885,580
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Liabilities and Stockholder’s Equity
|
|
|
|
|
|
|
||||||
Accrued expense and other current liabilities
|
|
$
|
249,426
|
|
|
$
|
(7,260
|
)
|
|
$
|
242,166
|
|
Current portion of operating lease liabilities
|
|
—
|
|
|
137,741
|
|
|
137,741
|
|
|||
Current portion of long-term debt and finance lease liabilities
|
|
112,103
|
|
|
(6,936
|
)
|
|
105,167
|
|
|||
Long-term operating lease liabilities
|
|
—
|
|
|
936,728
|
|
|
936,728
|
|
|||
Long-term finance lease obligations
|
|
108,208
|
|
|
(37,565
|
)
|
|
70,643
|
|
|||
Other long-term liabilities
|
|
393,595
|
|
|
(134,515
|
)
|
|
259,080
|
|
|||
Total stockholder’s equity
|
|
$
|
1,510,934
|
|
|
(2,613
|
)
|
|
$
|
1,508,321
|
|
|
Total increase to liabilities and stockholder’s equity
|
|
|
|
$
|
885,580
|
|
|
|
•
|
Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of Whole Foods Market.
|
•
|
Supermarkets, which include accounts that also carry conventional products, and include chain accounts, supermarket independents, and gourmet and ethnic specialty stores.
|
•
|
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, and the conventional military business.
|
•
|
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)
|
|
November 2, 2019
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supermarkets
|
|
$
|
3,769
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,769
|
|
Supernatural
|
|
1,111
|
|
|
—
|
|
|
—
|
|
|
1,111
|
|
||||
Independents
|
|
758
|
|
|
—
|
|
|
—
|
|
|
758
|
|
||||
Other
|
|
368
|
|
|
64
|
|
|
(51
|
)
|
|
381
|
|
||||
Total
|
|
$
|
6,006
|
|
|
$
|
64
|
|
|
$
|
(51
|
)
|
|
$
|
6,019
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Net Sales for the 13-Week Period Ended
|
||||||||||||||
(in millions)
|
|
October 27, 2018(1)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supernatural
|
|
$
|
1,027
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,027
|
|
Supermarkets
|
|
930
|
|
|
—
|
|
|
—
|
|
|
930
|
|
||||
Independents
|
|
667
|
|
|
—
|
|
|
—
|
|
|
667
|
|
||||
Other
|
|
233
|
|
|
49
|
|
|
(38
|
)
|
|
244
|
|
||||
Total
|
|
$
|
2,857
|
|
|
$
|
49
|
|
|
$
|
(38
|
)
|
|
$
|
2,868
|
|
(1)
|
During the first quarter of fiscal 2020, the presentation of net sales by customer channel was adjusted to reflect reclassification of customer types resulting from management’s determination that a customer serviced by both Supervalu and legacy UNFI should be classified as a Supermarket customer given that customer’s operations. In addition, during the second quarter of fiscal 2019, net sales attributable to Supervalu was incorporated into the Company’s definition of sales by customer channel. There was no impact to the Condensed Consolidated Statements of Operations as a result of the reclassification of customer types. As a result of these adjustments, net sales to the Company’s Supermarkets channel for the first quarter of fiscal 2019 increased approximately $223 million compared to the previously reported amounts, while net sales to the Other channel increased approximately $1 million, with an offsetting elimination of the Supervalu customer channel.
|
(in thousands)
|
|
November 2, 2019
|
|
August 3, 2019
|
||||
Customer accounts receivable
|
|
$
|
1,143,836
|
|
|
$
|
1,063,167
|
|
Allowance for uncollectible receivables
|
|
(27,812
|
)
|
|
(20,725
|
)
|
||
Other receivables, net
|
|
20,900
|
|
|
23,257
|
|
||
Accounts receivable, net
|
|
$
|
1,136,924
|
|
|
$
|
1,065,699
|
|
|
|
|
|
|
||||
Customer notes receivable, net, included within Prepaid expenses and other current assets
|
|
$
|
11,235
|
|
|
$
|
11,912
|
|
Long-term notes receivable, net, included within Other assets
|
|
$
|
25,683
|
|
|
$
|
34,408
|
|
(in thousands)
|
|
Final Acquisition Date Fair Values
|
||
Consideration:
|
|
|
||
Outstanding shares
|
|
$
|
1,258,450
|
|
Outstanding debt, excluding acquired senior notes
|
|
1,046,170
|
|
|
Equity-based awards
|
|
18,411
|
|
|
Total consideration
|
|
$
|
2,323,031
|
|
|
|
|
||
Fair value of assets acquired and liabilities assumed:
|
|
|
||
Cash and cash equivalents
|
|
$
|
25,102
|
|
Accounts receivable
|
|
552,381
|
|
|
Inventories
|
|
1,156,781
|
|
|
Prepaid expenses and other current assets
|
|
112,449
|
|
|
Current assets of discontinued operations
|
|
196,848
|
|
|
Property, plant and equipment
|
|
1,207,115
|
|
|
Goodwill
|
|
376,181
|
|
|
Intangible assets
|
|
918,103
|
|
|
Other assets
|
|
77,008
|
|
|
Long-term assets of discontinued operations
|
|
433,839
|
|
|
Accounts payable
|
|
(974,252
|
)
|
|
Current portion of long-term debt and finance lease obligations
|
|
(579,565
|
)
|
|
Other current liabilities
|
|
(331,693
|
)
|
|
Current liabilities of discontinued operations
|
|
(148,763
|
)
|
|
Long-term debt
|
|
(34,355
|
)
|
|
Long-term finance lease obligations
|
|
(103,289
|
)
|
|
Pension and other postretirement benefit obligations
|
|
(234,324
|
)
|
|
Deferred income taxes
|
|
(18,254
|
)
|
|
Other long-term liabilities
|
|
(308,516
|
)
|
|
Long-term liabilities of discontinued operations
|
|
(1,398
|
)
|
|
Noncontrolling interests
|
|
1,633
|
|
|
Total consideration
|
|
2,323,031
|
|
|
Less: Cash and cash equivalents(1)
|
|
(30,596
|
)
|
|
Total consideration, net of cash and cash equivalents acquired
|
|
$
|
2,292,435
|
|
(1)
|
Includes cash and cash equivalents acquired attributable to continuing operations and discontinued operations.
|
|
|
|
Final Acquisition Date Fair Values
|
||||||
(in thousands)
|
Estimated Useful Life
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||
Customer relationship assets
|
10–17 years
|
|
$
|
810,000
|
|
|
$
|
—
|
|
Favorable operating leases
|
1-19 years
|
|
21,629
|
|
|
—
|
|
||
Leases in place
|
1-8 years
|
|
10,474
|
|
|
—
|
|
||
Tradenames
|
2-9 years
|
|
66,000
|
|
|
17,000
|
|
||
Pharmacy prescription files
|
5-7 years
|
|
—
|
|
|
45,900
|
|
||
Non-compete agreement
|
2 years
|
|
10,000
|
|
|
—
|
|
||
Unfavorable operating leases
|
1-12 years
|
|
(21,754
|
)
|
|
—
|
|
||
Total
|
|
|
$
|
896,349
|
|
|
$
|
62,900
|
|
|
|
13-Week Period Ended
|
||||||
(in thousands, except per share data)
|
|
October 27, 2018(1)
|
|
October 28, 2017(2)
|
||||
Net sales
|
|
$
|
5,984,970
|
|
|
$
|
5,910,484
|
|
Net loss from continuing operations
|
|
$
|
(47,893
|
)
|
|
$
|
(53,367
|
)
|
Basic net loss continuing operations per share
|
|
$
|
(0.95
|
)
|
|
$
|
(1.05
|
)
|
Diluted net loss from continuing operations per share
|
|
$
|
(0.95
|
)
|
|
$
|
(1.05
|
)
|
(1)
|
Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018.
|
(2)
|
Includes 13 weeks of pro forma Supervalu results for the period ended September 17, 2017 and 13 weeks of pro forma Associated Grocers of Florida, Inc. results for the period ended August 5, 2017, which was acquired by Supervalu on December 8, 2017.
|
|
13-Week Period Ended
|
||||||
(in thousands)
|
November 2, 2019
|
|
October 27, 2018
|
||||
2019 SUPERVALU INC. restructuring expenses
|
$
|
1,837
|
|
|
$
|
36,069
|
|
Acquisition and integration costs
|
9,294
|
|
|
31,935
|
|
||
Closed property charges and costs
|
3,119
|
|
|
—
|
|
||
Total
|
$
|
14,250
|
|
|
$
|
68,004
|
|
(in thousands)
|
2019 SUPERVALU INC.
|
|
2018 Earth Origins Market
|
|
2017 Cost Saving and Efficiency Initiatives
|
|
Total
|
||||||||
Balances at August 3, 2019
|
$
|
11,857
|
|
|
$
|
383
|
|
|
701
|
|
|
$
|
12,941
|
|
|
Restructuring program charge
|
1,837
|
|
|
—
|
|
|
—
|
|
|
1,837
|
|
||||
Cash payments
|
(7,078
|
)
|
|
—
|
|
|
—
|
|
|
(7,078
|
)
|
||||
Balances at November 2, 2019
|
$
|
6,616
|
|
|
$
|
383
|
|
|
$
|
701
|
|
|
$
|
7,700
|
|
|
|
|
|
|
|
|
|
||||||||
Cumulative program charges incurred from inception to date
|
$
|
76,251
|
|
|
$
|
2,219
|
|
|
$
|
6,864
|
|
|
$
|
85,334
|
|
(in thousands)
|
Wholesale
|
|
Other
|
|
Total
|
||||||
Goodwill as of August 3, 2019
|
$
|
432,103
|
|
(1)
|
$
|
10,153
|
|
(2)
|
$
|
442,256
|
|
Goodwill adjustment for prior fiscal year business combinations
|
1,424
|
|
|
—
|
|
|
1,424
|
|
|||
Impairment charges
|
(423,712
|
)
|
|
(293
|
)
|
|
(424,005
|
)
|
|||
Change in foreign exchange rates
|
116
|
|
|
—
|
|
|
116
|
|
|||
Goodwill as of November 2, 2019
|
$
|
9,931
|
|
(1)
|
$
|
9,860
|
|
(2)
|
$
|
19,791
|
|
(1)
|
Amounts are net of accumulated goodwill impairment charges of $292.8 million and $716.5 million as of August 3, 2019 and November 2, 2019, respectively.
|
(2)
|
Amounts are net of accumulated goodwill impairment charges of $9.3 million and $9.6 million as of August 3, 2019 and November 2, 2019.
|
|
November 2, 2019
|
|
August 3, 2019
|
||||||||||||||||||||
(in thousands)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
1,008,103
|
|
|
$
|
127,906
|
|
|
$
|
880,197
|
|
|
$
|
1,007,089
|
|
|
$
|
111,940
|
|
|
$
|
895,149
|
|
Non-compete agreements
|
12,900
|
|
|
7,571
|
|
|
5,329
|
|
|
12,900
|
|
|
6,237
|
|
|
6,663
|
|
||||||
Operating lease intangibles
|
11,748
|
|
|
2,451
|
|
|
9,297
|
|
|
32,103
|
|
|
2,209
|
|
|
29,894
|
|
||||||
Trademarks and tradenames
|
67,700
|
|
|
18,750
|
|
|
48,950
|
|
|
67,700
|
|
|
14,161
|
|
|
53,539
|
|
||||||
Total amortizing intangible assets
|
1,100,451
|
|
|
156,678
|
|
|
943,773
|
|
|
1,119,792
|
|
|
134,547
|
|
|
985,245
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
55,813
|
|
|
—
|
|
|
55,813
|
|
|
55,813
|
|
|
—
|
|
|
55,813
|
|
||||||
Intangible assets, net
|
$
|
1,156,264
|
|
|
$
|
156,678
|
|
|
$
|
999,586
|
|
|
$
|
1,175,605
|
|
|
$
|
134,547
|
|
|
$
|
1,041,058
|
|
Fiscal Year:
|
(In thousands)
|
||
Remaining fiscal 2020
|
$
|
64,180
|
|
2021
|
71,510
|
|
|
2022
|
65,893
|
|
|
2023
|
65,842
|
|
|
2024
|
66,054
|
|
|
2025 and thereafter
|
610,294
|
|
|
|
$
|
943,773
|
|
|
|
|
|
Fair Value at November 2, 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
|
|
$
|
—
|
|
|
$
|
279
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
89
|
|
|
$
|
—
|
|
Mutual funds
|
|
Other assets
|
|
$
|
1,759
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
20,645
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
61,370
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value at August 3, 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
|
|
$
|
—
|
|
|
$
|
389
|
|
|
$
|
—
|
|
Mutual funds
|
|
Prepaid expenses and other current assets
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
—
|
|
Mutual funds
|
|
Other assets
|
|
1,799
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
16,360
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
60,737
|
|
|
$
|
—
|
|
|
|
November 2, 2019
|
|
August 3, 2019
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Notes receivable, including current portion
|
|
$
|
36,918
|
|
|
$
|
37,218
|
|
|
$
|
46,320
|
|
|
$
|
45,232
|
|
Long-term debt, including current portion
|
|
$
|
3,070,456
|
|
|
$
|
2,812,437
|
|
|
$
|
2,906,483
|
|
|
$
|
2,730,271
|
|
Swap Maturity
|
|
Notional Value (in millions)
|
|
Pay Fixed Rate
|
|
Receive Floating Rate
|
|
Floating Rate Reset Terms
|
|||
April 29, 2021(1)
|
|
$
|
25.0
|
|
|
1.0650
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
April 29, 2021(2)
|
|
25.0
|
|
|
0.9260
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 15, 2022(3)
|
|
58.5
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 15, 2022(4)
|
|
39.0
|
|
|
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
|
|
|
2.2520
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2022(13)
|
|
100.0
|
|
|
2.2170
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2021(14)
|
|
50.0
|
|
|
2.2290
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 30, 2022(15)
|
|
50.0
|
|
|
2.1840
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
|
|
$
|
2,197.5
|
|
|
|
|
|
|
|
(1)
|
This swap was executed on June 7, 2016 with an effective date of June 9, 2016.
|
(2)
|
This swap was executed on June 24, 2016 with an effective date of June 24, 2016.
|
(3)
|
This swap contract was executed on January 23, 2015 with an effective date of August 3, 2015. On March 31, 2015, the Company amended the original contract to reduce the beginning notional principal amount from $140 million to $84 million. The swap contract has an amortizing notional principal amount which is reduced by $1.5 million on a quarterly basis.
|
(4)
|
This swap was executed on March 31, 2015 with an effective date of August 3, 2015. The swap contract has an amortizing notional principal amount which is reduced by $1.0 million on a quarterly basis.
|
(5)
|
This swap contract was executed on October 26, 2018 with an effective date of October 26, 2018.
|
(6)
|
This swap contract was executed on November 16, 2018 with an effective date of November 16, 2018.
|
(7)
|
This swap contract was executed on November 30, 2018 with an effective date of November 30, 2018.
|
(8)
|
This swap contract was executed on January 11, 2019 with an effective date of January 11, 2019.
|
(9)
|
This swap contract was executed on January 23, 2019 with an effective date of January 23, 2019.
|
(10)
|
This swap contract was executed on January 24, 2019 with an effective date of January 24, 2019.
|
(11)
|
This swap contract was executed on March 18, 2019 with an effective date of March 21, 2019.
|
(12)
|
This swap contract was executed on March 21, 2019 with an effective date of March 21, 2019.
|
(13)
|
This swap contract was executed on April 2, 2019 with an effective date of April 2, 2019.
|
(14)
|
This swap contract was executed on April 2, 2019 with an effective date of June 10, 2019.
|
(15)
|
This swap contract was executed on April 2, 2019 with an effective date of June 28, 2019.
|
(in thousands)
|
Average Interest Rate at
November 2, 2019
|
|
Calendar Maturity Year
|
|
November 2,
2019 |
|
August 3,
2019 |
||||
Term Loan Facility
|
6.04%
|
|
2025
|
|
$
|
1,786,500
|
|
|
$
|
1,864,900
|
|
ABL Credit Facility
|
3.14%
|
|
2023
|
|
1,317,700
|
|
|
1,080,000
|
|
||
Other secured loans
|
5.20%
|
|
2023-2024
|
|
58,417
|
|
|
57,649
|
|
||
Debt issuance costs, net
|
|
|
|
|
(52,374
|
)
|
|
(54,891
|
)
|
||
Original issue discount on debt
|
|
|
|
|
(39,787
|
)
|
|
(41,175
|
)
|
||
Long-term debt, including current portion
|
|
|
|
|
3,070,456
|
|
|
2,906,483
|
|
||
Less: current portion of long-term debt
|
|
|
|
|
(19,218
|
)
|
|
(87,433
|
)
|
||
Long-term debt
|
|
|
|
|
$
|
3,051,238
|
|
|
$
|
2,819,050
|
|
Assets securing the ABL Credit Facility (in thousands)(1):
|
November 2, 2019
|
||
Certain inventory assets included in Inventories and Current assets of discontinued operations
|
$
|
2,447,555
|
|
Certain receivables included in Accounts receivables, net and Current assets of discontinued operations
|
$
|
1,077,978
|
|
(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 November 2, 2019.
|
Unused available credit and fees under the ABL Credit Facility (in thousands, except percentages):
|
November 2, 2019
|
||
Outstanding letters of credit
|
$
|
77,413
|
|
Letter of credit fees
|
1.375
|
%
|
|
Unused available credit
|
$
|
695,704
|
|
Unused facility fees
|
0.25
|
%
|
(in thousands)
|
Benefit Plans
|
|
Foreign Currency
|
|
Swap Agreements
|
|
Total
|
||||||||
Accumulated other comprehensive loss at August 3, 2019, net of tax
|
$
|
(32,458
|
)
|
|
$
|
(20,082
|
)
|
|
$
|
(56,413
|
)
|
|
$
|
(108,953
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
371
|
|
|
(1,739
|
)
|
|
(1,368
|
)
|
||||
Amortization of amounts included in net periodic benefit income
|
572
|
|
|
—
|
|
|
—
|
|
|
572
|
|
||||
Amortization of cash flow hedge
|
—
|
|
|
—
|
|
|
(1,942
|
)
|
|
(1,942
|
)
|
||||
Net current period Other comprehensive loss
|
572
|
|
|
371
|
|
|
(3,681
|
)
|
|
(2,738
|
)
|
||||
Accumulated other comprehensive loss at November 2, 2019, net of tax
|
$
|
(31,886
|
)
|
|
$
|
(19,711
|
)
|
|
$
|
(60,094
|
)
|
|
$
|
(111,691
|
)
|
(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
|
(672
|
)
|
|
(245
|
)
|
|
(917
|
)
|
|||
Amortization of cash flow hedge
|
—
|
|
|
441
|
|
|
441
|
|
|||
Net current period Other comprehensive loss
|
(672
|
)
|
|
196
|
|
|
(476
|
)
|
|||
Accumulated other comprehensive (loss) income at October 27, 2018, net of tax
|
$
|
(19,725
|
)
|
|
$
|
5,070
|
|
|
$
|
(14,655
|
)
|
|
|
13-Week Period Ended
|
|
Affected Line Item on the Condensed Consolidated Statements of Operations
|
||||||
(in thousands)
|
|
November 2,
2019 |
|
October 27,
2018 |
|
|||||
Pension and postretirement benefit plan obligations:
|
|
|
|
|
|
|
||||
Amortization of amounts included in net periodic benefit income(1)
|
|
$
|
774
|
|
|
$
|
—
|
|
|
Net periodic benefit income, excluding service cost
|
Income tax (benefit) expense
|
|
(202
|
)
|
|
—
|
|
|
Benefit for income taxes
|
||
Total reclassifications, net of tax
|
|
$
|
572
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Swap agreements:
|
|
|
|
|
|
|
||||
Reclassification of cash flow hedge
|
|
$
|
(2,370
|
)
|
|
$
|
551
|
|
|
Interest expense, net
|
Income tax (benefit) expense
|
|
(428
|
)
|
|
110
|
|
|
Benefit for income taxes
|
||
Total reclassifications, net of tax
|
|
$
|
(1,942
|
)
|
|
$
|
441
|
|
|
|
(1)
|
Amortization of amounts included in net periodic benefit income include amortization of prior service benefit and amortization of net actuarial loss as reflected in Note 12—Benefit Plans.
|
Lease Type
|
|
Balance Sheet Location
|
|
November 2, 2019
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
1,051,128
|
|
Finance lease assets
|
|
Property and equipment, net
|
|
68,429
|
|
|
Total lease assets
|
|
|
|
$
|
1,119,557
|
|
|
|
|
|
|
||
Operating liabilities
|
|
Current portion of operating lease liabilities
|
|
$
|
127,327
|
|
Finance liabilities
|
|
Current portion of long-term debt and finance lease liabilities
|
|
15,239
|
|
|
Operating liabilities
|
|
Long-term operating lease liabilities
|
|
949,978
|
|
|
Finance liabilities
|
|
Long-term finance lease liabilities
|
|
68,682
|
|
|
Total lease liabilities
|
|
|
|
$
|
1,161,226
|
|
(in thousands)
|
|
Statement of Operations Location
|
|
13-Week Period Ended
|
||
|
November 2, 2019
|
|||||
Operating lease cost
|
|
Operating expenses
|
|
$
|
67,141
|
|
Short-term lease cost
|
|
Operating expenses
|
|
10,514
|
|
|
Variable lease cost
|
|
Operating expenses
|
|
34,956
|
|
|
Sublease income
|
|
Operating expenses
|
|
(10,940
|
)
|
|
Sublease income
|
|
Net sales
|
|
(4,835
|
)
|
|
Net operating lease cost(1)
|
|
|
|
96,836
|
|
|
Amortization of leased assets
|
|
Operating expenses
|
|
4,703
|
|
|
Interest on lease liabilities
|
|
Interest expense, net
|
|
2,118
|
|
|
Finance lease cost
|
|
|
|
6,821
|
|
|
Total net lease cost
|
|
|
|
$
|
103,657
|
|
(1)
|
Rent expense as presented here includes $12.5 million 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 the Company expects to remain primarily obligated under these leases
|
Maturity of Lease Liabilities and Lease Receipts
|
Lease Liabilities
|
|
Lease Receipts
|
|
Net Lease Obligations
|
||||||||||||||||||
Fiscal Year
|
Operating Leases(1)
|
|
Finance Leases(2)
|
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
|
Finance Leases
|
||||||||||||
Remaining fiscal 2020
|
$
|
187,380
|
|
|
$
|
18,874
|
|
|
$
|
(43,449
|
)
|
|
$
|
(161
|
)
|
|
$
|
143,931
|
|
|
$
|
18,713
|
|
2021
|
209,552
|
|
|
19,252
|
|
|
(46,516
|
)
|
|
—
|
|
|
163,036
|
|
|
19,252
|
|
||||||
2022
|
198,343
|
|
|
17,760
|
|
|
(41,562
|
)
|
|
—
|
|
|
156,781
|
|
|
17,760
|
|
||||||
2023
|
171,756
|
|
|
16,653
|
|
|
(31,360
|
)
|
|
—
|
|
|
140,396
|
|
|
16,653
|
|
||||||
2024
|
145,338
|
|
|
15,702
|
|
|
(24,236
|
)
|
|
—
|
|
|
121,102
|
|
|
15,702
|
|
||||||
Thereafter
|
1,050,386
|
|
|
21,526
|
|
|
(55,542
|
)
|
|
—
|
|
|
994,844
|
|
|
21,526
|
|
||||||
Total undiscounted lease liabilities and receipts
|
$
|
1,962,755
|
|
|
$
|
109,767
|
|
|
$
|
(242,665
|
)
|
|
$
|
(161
|
)
|
|
$
|
1,720,090
|
|
|
$
|
109,606
|
|
Less interest (3)
|
(885,450
|
)
|
|
(25,846
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Present value of lease liabilities
|
1,077,305
|
|
|
83,921
|
|
|
|
|
|
|
|
|
|
||||||||||
Less current lease liabilities
|
(127,327
|
)
|
|
(15,239
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Long-term lease liabilities
|
$
|
949,978
|
|
|
$
|
68,682
|
|
|
|
|
|
|
|
|
|
(1)
|
Operating lease payments include $14.7 million related to extension options that are reasonably certain of being exercised and exclude $48.5 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
(2)
|
Finance lease payments include $0.0 million related to extension options that are reasonably certain of being exercised and exclude $0.0 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
(3)
|
Calculated using the interest rate for each lease.
|
|
|
Lease Obligations
|
|
Lease Receipts
|
|
Net Lease Obligations
|
||||||||||||||||||
Fiscal Year
|
|
Operating Leases
|
|
Capital Leases
|
|
Operating Leases
|
|
Capital Leases
|
|
Operating Leases
|
|
Capital Leases
|
||||||||||||
2020
|
|
$
|
223,612
|
|
|
$
|
41,550
|
|
|
$
|
(55,922
|
)
|
|
$
|
(319
|
)
|
|
$
|
167,690
|
|
|
$
|
41,231
|
|
2021
|
|
190,845
|
|
|
32,804
|
|
|
(41,425
|
)
|
|
—
|
|
|
149,420
|
|
|
32,804
|
|
||||||
2022
|
|
179,326
|
|
|
29,869
|
|
|
(35,998
|
)
|
|
—
|
|
|
143,328
|
|
|
29,869
|
|
||||||
2023
|
|
154,812
|
|
|
26,699
|
|
|
(25,591
|
)
|
|
—
|
|
|
129,221
|
|
|
26,699
|
|
||||||
2024
|
|
135,795
|
|
|
23,095
|
|
|
(18,183
|
)
|
|
—
|
|
|
117,612
|
|
|
23,095
|
|
||||||
Thereafter
|
|
1,063,674
|
|
|
46,999
|
|
|
(59,186
|
)
|
|
—
|
|
|
1,004,488
|
|
|
46,999
|
|
||||||
Total future minimum obligations (receipts)
|
|
$
|
1,948,064
|
|
|
$
|
201,016
|
|
|
$
|
(236,305
|
)
|
|
$
|
(319
|
)
|
|
$
|
1,711,759
|
|
|
$
|
200,697
|
|
Less interest
|
|
|
|
(68,138
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Present value of capital lease obligations
|
|
|
|
132,878
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less current capital lease obligations
|
|
|
|
(24,670
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Long-term capital lease obligations
|
|
|
|
$
|
108,208
|
|
|
|
|
|
|
|
|
|
Other Information
|
13-Week Period Ended
|
|
(in thousands)
|
November 2, 2019
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
Operating cash flows from operating leases
|
55,750
|
|
Operating cash flows from finance leases
|
1,880
|
|
Financing cash flows from finance leases
|
3,074
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
—
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
37,020
|
|
|
First Quarter Ended
|
||||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in thousands)
|
November 2, 2019
|
|
October 27, 2018
|
|
November 2, 2019
|
|
October 27, 2018
|
||||||||
Net Periodic Benefit (Income) Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
4
|
|
Interest cost
|
16,690
|
|
|
1,847
|
|
|
236
|
|
|
38
|
|
||||
Expected return on plan assets
|
(27,482
|
)
|
|
(2,724
|
)
|
|
(54
|
)
|
|
(5
|
)
|
||||
Amortization of net actuarial loss (gain)
|
3
|
|
|
—
|
|
|
(777
|
)
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
$
|
(10,789
|
)
|
|
$
|
(877
|
)
|
|
$
|
(581
|
)
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
||||||||
Contributions to benefit plans
|
$
|
(4,100
|
)
|
|
$
|
(37
|
)
|
|
$
|
(100
|
)
|
|
$
|
(9
|
)
|
|
|
13-Week Period Ended
|
||||||
(in thousands, except per share data)
|
|
November 2,
2019 |
|
October 27,
2018 |
||||
Basic weighted average shares outstanding
|
|
53,213
|
|
|
50,583
|
|
||
Net effect of dilutive stock awards based upon the treasury stock method
|
|
—
|
|
|
—
|
|
||
Diluted weighted average shares outstanding
|
|
53,213
|
|
|
50,583
|
|
||
|
|
|
|
|
||||
Basic per share data:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(7.67
|
)
|
|
$
|
(0.42
|
)
|
Discontinued operations
|
|
$
|
0.46
|
|
|
$
|
0.04
|
|
Basic loss per share
|
|
$
|
(7.21
|
)
|
|
$
|
(0.38
|
)
|
Diluted per share data:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(7.67
|
)
|
|
$
|
(0.42
|
)
|
Discontinued operations(1)
|
|
$
|
0.46
|
|
|
$
|
0.04
|
|
Diluted loss per share
|
|
$
|
(7.21
|
)
|
|
$
|
(0.38
|
)
|
|
|
|
|
|
||||
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share
|
|
8,272
|
|
|
839
|
|
(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 63 thousand shares and 598 thousand for the 13-week periods ended November 2, 2019 and October 27, 2018, respectively.
|
(in thousands)
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated (Income)/Expenses
|
|
Consolidated
|
||||||||||
13-Week Period Ended November 2, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales(1)
|
|
$
|
6,007,095
|
|
|
$
|
63,749
|
|
|
$
|
(51,259
|
)
|
|
$
|
—
|
|
|
$
|
6,019,585
|
|
Goodwill and asset impairment charges
|
|
423,703
|
|
|
1,702
|
|
|
—
|
|
|
—
|
|
|
425,405
|
|
|||||
Restructuring, acquisition and integration related expenses
|
|
7,952
|
|
|
6,298
|
|
|
—
|
|
|
—
|
|
|
14,250
|
|
|||||
Operating loss
|
|
(416,229
|
)
|
|
(29,310
|
)
|
|
1,512
|
|
|
—
|
|
|
(444,027
|
)
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,088
|
|
|
38,088
|
|
|||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(482,115
|
)
|
|||||
Depreciation and amortization
|
|
68,199
|
|
|
6,942
|
|
|
—
|
|
|
—
|
|
|
75,141
|
|
|||||
Capital expenditures
|
|
40,129
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
41,122
|
|
|||||
Total assets of continuing operations
|
|
6,996,425
|
|
|
513,174
|
|
|
(45,855
|
)
|
|
—
|
|
|
7,463,744
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
13-Week Period Ended October 27, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales(2)
|
|
$
|
2,856,966
|
|
|
$
|
48,754
|
|
|
$
|
(37,564
|
)
|
|
$
|
—
|
|
|
$
|
2,868,156
|
|
Restructuring, acquisition and integration related expenses
|
|
—
|
|
|
68,004
|
|
|
—
|
|
|
—
|
|
|
68,004
|
|
|||||
Operating loss
|
|
60,237
|
|
|
(78,329
|
)
|
|
(746
|
)
|
|
—
|
|
|
(18,838
|
)
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,778
|
|
|
6,778
|
|
|||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,616
|
)
|
|||||
Depreciation and amortization
|
|
23,517
|
|
|
1,276
|
|
|
—
|
|
|
—
|
|
|
24,793
|
|
|||||
Capital expenditures
|
|
15,737
|
|
|
644
|
|
|
—
|
|
|
—
|
|
|
16,381
|
|
|||||
Total assets of continuing operations
|
|
7,164,623
|
|
|
847,897
|
|
|
(39,013
|
)
|
|
—
|
|
|
7,973,507
|
|
(1)
|
For the first quarter of fiscal 2020, the Company recorded $244.6 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.
|
(2)
|
For the first quarter of fiscal 2019, the Company recorded $21.8 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.
|
|
13-Week Period Ended
|
||||||
(In thousands)
|
November 2, 2019
|
|
October 27, 2018(1)
|
||||
Net sales
|
$
|
610,821
|
|
|
$
|
46,598
|
|
Cost of sales
|
441,071
|
|
|
34,534
|
|
||
Gross profit
|
169,750
|
|
|
12,064
|
|
||
Operating expenses
|
136,435
|
|
|
9,494
|
|
||
Restructuring, acquisition and integration related expenses
|
1,362
|
|
|
—
|
|
||
Operating income
|
31,953
|
|
|
2,570
|
|
||
Other income, net
|
(1,091
|
)
|
|
(249
|
)
|
||
Income from discontinued operations before income taxes
|
33,044
|
|
|
2,819
|
|
||
Income tax provision
|
8,090
|
|
|
749
|
|
||
Income from discontinued operations, net of tax
|
$
|
24,954
|
|
|
$
|
2,070
|
|
(1)
|
These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to October 27, 2018.
|
(In thousands)
|
|
November 2, 2019
|
|
August 3, 2019
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,845
|
|
|
$
|
2,917
|
|
Receivables, net
|
|
4,532
|
|
|
1,471
|
|
||
Inventories
|
|
139,409
|
|
|
129,142
|
|
||
Other current assets
|
|
9,097
|
|
|
10,199
|
|
||
Total current assets of discontinued operations
|
|
155,883
|
|
|
143,729
|
|
||
Long-term assets
|
|
|
|
|
||||
Property and equipment
|
|
292,154
|
|
|
301,395
|
|
||
Intangible assets
|
|
49,687
|
|
|
48,788
|
|
||
Other assets
|
|
2,051
|
|
|
1,882
|
|
||
Total long-term assets of discontinued operations
|
|
343,892
|
|
|
352,065
|
|
||
Total assets of discontinued operations
|
|
$
|
499,775
|
|
|
$
|
495,794
|
|
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
54,781
|
|
|
$
|
61,634
|
|
Accrued compensation and benefits
|
|
34,574
|
|
|
45,887
|
|
||
Other current liabilities
|
|
11,523
|
|
|
14,744
|
|
||
Total current liabilities of discontinued operations
|
|
100,878
|
|
|
122,265
|
|
||
Long-term liabilities
|
|
|
|
|
||||
Other long-term liabilities
|
|
1,403
|
|
|
1,923
|
|
||
Total liabilities of discontinued operations
|
|
102,281
|
|
|
124,188
|
|
||
Net assets of discontinued operations
|
|
$
|
397,494
|
|
|
$
|
371,606
|
|
•
|
our dependence on principal customers;
|
•
|
the potential for additional asset impairment charges;
|
•
|
our sensitivity to general economic conditions including changes in disposable income levels and consumer spending trends;
|
•
|
our ability to realize anticipated benefits of our acquisitions and dispositions, in particular, our acquisition of SUPERVALU INC. (“Supervalu”);
|
•
|
the possibility that restructuring, asset impairment, and other charges and costs we may incur in connection with the sale or closure of our retail operations exceed our current expectations;
|
•
|
our reliance on the continued growth in sales of our higher margin natural and organic foods and non-food products in comparison to lower margin conventional grocery products;
|
•
|
increased competition in our industry as a result of increased distribution of natural, organic and specialty products, 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;
|
•
|
our ability to timely and successfully deploy our warehouse management system throughout our distribution centers and our transportation management system across the Company and to achieve efficiencies and cost savings from these efforts;
|
•
|
the addition or loss of significant customers or material changes to our relationships with these customers;
|
•
|
volatility in fuel costs;
|
•
|
volatility in foreign exchange rates;
|
•
|
our sensitivity to inflationary and deflationary pressures;
|
•
|
the relatively low margins and economic sensitivity of our business;
|
•
|
the potential for disruptions in our supply chain by circumstances beyond our 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
|
•
|
our ability to identify and successfully complete asset or business acquisitions.
|
|
13-Week Period Ended
|
|
|
||||||||
(in thousands)
|
November 2, 2019
|
|
October 27, 2018
|
|
Change
|
||||||
Net sales
|
$
|
6,019,585
|
|
|
$
|
2,868,156
|
|
|
$
|
3,151,429
|
|
Cost of sales
|
5,248,543
|
|
|
2,455,825
|
|
|
2,792,718
|
|
|||
Gross profit
|
771,042
|
|
|
412,331
|
|
|
358,711
|
|
|||
Operating expenses
|
775,414
|
|
|
363,165
|
|
|
412,249
|
|
|||
Goodwill and asset impairment charges
|
425,405
|
|
|
—
|
|
|
425,405
|
|
|||
Restructuring, acquisition and integration related expenses
|
14,250
|
|
|
68,004
|
|
|
(53,754
|
)
|
|||
Operating loss
|
(444,027
|
)
|
|
(18,838
|
)
|
|
(425,189
|
)
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Net periodic benefit income, excluding service cost
|
(11,384
|
)
|
|
(844
|
)
|
|
(10,540
|
)
|
|||
Interest expense, net
|
49,518
|
|
|
7,525
|
|
|
41,993
|
|
|||
Other, net
|
(46
|
)
|
|
97
|
|
|
(143
|
)
|
|||
Total other expense, net
|
38,088
|
|
|
6,778
|
|
|
31,310
|
|
|||
Loss from continuing operations before income taxes
|
(482,115
|
)
|
|
(25,616
|
)
|
|
(456,499
|
)
|
|||
Benefit for income taxes
|
(73,753
|
)
|
|
(4,255
|
)
|
|
(69,498
|
)
|
|||
Net loss from continuing operations
|
(408,362
|
)
|
|
(21,361
|
)
|
|
(387,001
|
)
|
|||
Income from discontinued operations, net of tax
|
24,954
|
|
|
2,070
|
|
|
22,884
|
|
|||
Net loss including noncontrolling interests
|
(383,408
|
)
|
|
(19,291
|
)
|
|
(364,117
|
)
|
|||
Less net income attributable to noncontrolling interests
|
(519
|
)
|
|
(3
|
)
|
|
(516
|
)
|
|||
Net loss attributable to United Natural Foods, Inc.
|
$
|
(383,927
|
)
|
|
$
|
(19,294
|
)
|
|
$
|
(364,633
|
)
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
$
|
121,694
|
|
|
$
|
86,194
|
|
|
$
|
35,500
|
|
|
13-Week Period Ended
|
||||||
(in thousands)
|
November 2, 2019
|
|
October 27, 2018
|
||||
Net loss from continuing operations
|
$
|
(408,362
|
)
|
|
$
|
(21,361
|
)
|
Adjustments to continuing operations net loss:
|
|
|
|
||||
Total other expense, net
|
38,088
|
|
|
6,778
|
|
||
Benefit for income taxes
|
(73,753
|
)
|
|
(4,255
|
)
|
||
Depreciation and amortization
|
75,141
|
|
|
24,793
|
|
||
Share-based compensation
|
3,672
|
|
|
8,089
|
|
||
Restructuring, acquisition and integration related expenses(1)
|
14,250
|
|
|
68,004
|
|
||
Goodwill and asset impairment charges(2)
|
425,405
|
|
|
—
|
|
||
Note receivable charges(3)
|
12,516
|
|
|
—
|
|
||
Inventory fair value adjustment(4)
|
—
|
|
|
1,819
|
|
||
Legal reserve charge(5)
|
1,850
|
|
|
—
|
|
||
Adjusted EBITDA of discontinued operations(6)
|
32,887
|
|
|
2,327
|
|
||
Adjusted EBITDA
|
$
|
121,694
|
|
|
$
|
86,194
|
|
|
|
|
|
||||
Income from discontinued operations, net of tax
|
$
|
24,954
|
|
|
$
|
2,070
|
|
Adjustments to discontinued operations net income:
|
|
|
|
||||
Less net income attributable to noncontrolling interests
|
(519
|
)
|
|
(3
|
)
|
||
Total other expense, net
|
(1,091
|
)
|
|
(249
|
)
|
||
Provision for income taxes
|
8,090
|
|
|
749
|
|
||
Other expense (income)
|
—
|
|
|
(140
|
)
|
||
Share-based compensation
|
253
|
|
|
—
|
|
||
Restructuring, store closure and other charges, net(7)
|
1,200
|
|
|
(100
|
)
|
||
Adjusted EBITDA of discontinued operations(6)
|
$
|
32,887
|
|
|
$
|
2,327
|
|
(1)
|
Primarily reflects expenses resulting from the acquisition of Supervalu, including severance costs, store closure charges, and acquisition and integration expenses. First quarter of fiscal 2020 primarily reflects closed property reserve charges and administrative and operational restructuring costs. First quarter of fiscal 2019 primarily reflects expenses resulting from the acquisition of Supervalu and acquisition and integration expenses, including employee-related costs. Refer to Note 5—Restructuring, Acquisition and Integration Related Expenses in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
|
(2)
|
Reflects a goodwill impairment charge attributable to a reorganization of our reporting units and a sustained decrease in market capitalization and enterprise value of the Company, resulting in a decline in the estimated fair value of the U.S. Wholesale reporting unit. In addition, this charge includes a goodwill finalization charge attributable to the Supervalu acquisition and an asset impairment charge.
|
(3)
|
Refer to Note 6—Goodwill and Intangible Assets in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
|
(4)
|
Reflects reserves and charges for notes receivable issued by the Supervalu business prior to its acquisition to finance the purchase of stores by its customers.
|
(5)
|
Reflects a non-cash charge related to the step-up of acquired Supervalu inventory as part of purchase accounting.
|
(6)
|
Reflects reserve for certain legal proceeding.
|
(7)
|
Adjusted EBITDA of discontinued operations excludes rent expense of $12.5 million and $0.9 million, respectively, 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. Due to these GAAP requirements to show rent expense, along with other administrative expenses of discontinued operations within continuing operations, we believe the inclusion of discontinued operations results within Adjusted EBITDA provides investors a meaningful measure of total performance.
|
(8)
|
Amounts represent store closure charges and costs, and operational wind-down and inventory charges related to discontinued operations.
|
|
|
Net Sales for the 13-Week Period Ended
|
|
Increase (Decrease)
|
|||||||||||||||||
Customer Channel
|
|
November 2,
2019 |
|
% of
Net Sales
|
|
October 27, 2018(1)
|
|
% of
Net Sales
|
|
$
|
|
% Total Net Sales
|
|||||||||
Supermarkets
|
|
$
|
3,769
|
|
|
63
|
%
|
|
$
|
930
|
|
|
32
|
%
|
|
$
|
2,839
|
|
|
31
|
%
|
Supernatural
|
|
1,111
|
|
|
18
|
%
|
|
$
|
1,027
|
|
|
36
|
%
|
|
84
|
|
|
(18
|
)%
|
||
Independents
|
|
758
|
|
|
13
|
%
|
|
667
|
|
|
23
|
%
|
|
91
|
|
|
(10
|
)%
|
|||
Other
|
|
381
|
|
|
6
|
%
|
|
244
|
|
|
9
|
%
|
|
137
|
|
|
(3
|
)%
|
|||
Total net sales
|
|
$
|
6,019
|
|
|
100
|
%
|
|
$
|
2,868
|
|
|
100
|
%
|
|
$
|
3,151
|
|
|
—
|
%
|
(1)
|
During the first quarter of fiscal 2020, the presentation of net sales by customer channel was adjusted to reflect reclassification of customer types resulting from management’s determination that a customer serviced by both Supervalu and legacy UNFI should be classified as a Supermarket customer given that customer’s operations. In addition, during the second quarter of fiscal 2019, 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 Operations as a result of the reclassification of customer types. As a result of these adjustments, net sales to our Supermarkets channel for the first quarter of fiscal 2019 increased approximately $223 million compared to the previously reported amounts, while net sales to our Other channel increased approximately $1 million with an offsetting elimination of the Supervalu customer channel.
|
|
|
13-Week Period Ended
|
|
|
||||||||
(in thousands)
|
|
November 2, 2019
|
|
October 27, 2018
|
|
Increase (Decrease)
|
||||||
Net periodic benefit income, excluding service cost
|
|
$
|
(11,384
|
)
|
|
$
|
(844
|
)
|
|
$
|
(10,540
|
)
|
Interest expense on long-term debt, net of capitalized interest
|
|
43,335
|
|
|
5,462
|
|
|
37,873
|
|
|||
Interest expense on finance and direct financing lease obligations
|
|
2,243
|
|
|
1,209
|
|
|
1,034
|
|
|||
Amortization of financing costs and discounts
|
|
3,956
|
|
|
345
|
|
|
3,611
|
|
|||
Debt refinancing costs and unamortized financing charges
|
|
73
|
|
|
655
|
|
|
(582
|
)
|
|||
Interest income
|
|
(89
|
)
|
|
(146
|
)
|
|
57
|
|
|||
Interest expense, net
|
|
49,518
|
|
|
7,525
|
|
|
41,993
|
|
|||
Other, net
|
|
(46
|
)
|
|
97
|
|
|
(143
|
)
|
|||
Total other expense, net
|
|
$
|
38,088
|
|
|
$
|
6,778
|
|
|
$
|
31,310
|
|
•
|
Unused available credit under our revolving line of credit was $695.7 million as of November 2, 2019, which decreased $223.5 million from $919.2 million as of August 3, 2019, due to increased cash utilized to fund seasonal working capital increases.
|
•
|
We paid the remaining maturities under our 364-day Term Loan Facility in the first quarter of fiscal 2020, and as a result, we have no material scheduled maturities due until fiscal 2024, although prepayments may be required upon the occurrence of specified events as discussed in Note 9—Long-Term Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q.
|
•
|
Our total debt increased $164.0 million to $3,070.5 million as of November 2, 2019 from $2,906.5 million as of August 3, 2019, primarily related to the additional borrowings under the ABL Credit Facility to fund seasonal inventory build in excess of accounts payable and increases in accounts receivable. We funded the scheduled maturities due under our Term Loan Facility Maturities with borrowings under the ABL Credit Facility and with proceeds from asset sales in the first quarter of fiscal 2020.
|
•
|
Scheduled debt maturities are expected to be $23.7 million for the remainder of fiscal 2020 and payments to reduce finance lease obligations are expected to be approximately $11.9 million for the remainder of fiscal 2020. Proceeds from the sale of properties mortgaged and encumbered under our Term Loan Facility are required to, and will be, used to make additional Term Loan Facility payments.
|
•
|
We expect to be able to fund near-term debt maturities through fiscal 2023 with internally generated funds, proceeds from the asset sales or borrowings under the ABL Credit Facility.
|
•
|
Cash and cash equivalents decreased $2.6 million to $39.8 million as of November 2, 2019 from $42.4 million as of August 3, 2019.
|
•
|
Working capital increased $110.7 million to $1,569.7 million as of November 2, 2019 from $1,459.0 million as of August 3, 2019, primarily due to seasonal inventory build in excess of accounts payable increases. In addition, the adoption of the new lease standard, resulted in a decrease in working capital from the recognition of a current portion of operating lease liabilities of $127.3 million.
|
|
13-Week Period Ended
|
||||||||||
(in thousands)
|
November 2, 2019
|
|
October 27, 2018
|
|
Change
|
||||||
Net cash used in operating activities of continuing operations
|
$
|
(135,545
|
)
|
|
$
|
(101,319
|
)
|
|
$
|
(34,226
|
)
|
Net cash used in investing activities of continuing operations
|
(40,883
|
)
|
|
(2,140,791
|
)
|
|
2,099,908
|
|
|||
Net cash provided by financing activities of continuing operations
|
157,156
|
|
|
2,849,530
|
|
|
(2,692,374
|
)
|
|||
Net cash flows from discontinued operations
|
16,618
|
|
|
(5,790
|
)
|
|
22,408
|
|
|||
Effect of exchange rate on cash
|
(10
|
)
|
|
(49
|
)
|
|
39
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(2,664
|
)
|
|
601,581
|
|
|
(604,245
|
)
|
|||
Cash and cash equivalents, at beginning of period
|
45,267
|
|
|
23,315
|
|
|
21,952
|
|
|||
Cash and cash equivalents, including restricted cash at end of period
|
$
|
42,603
|
|
|
$
|
624,896
|
|
|
$
|
(582,293
|
)
|
|
Payments Due Per Period
|
||||||||||||||||||||||
(in millions)
|
Total
|
|
Remaining Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022-2023
|
|
Fiscal 2024-2025
|
|
Thereafter
|
||||||||||||
Contractual obligations(1)(2):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt(3)
|
$
|
3,163
|
|
|
$
|
24
|
|
|
$
|
31
|
|
|
$
|
62
|
|
|
$
|
1,363
|
|
|
$
|
1,683
|
|
Interest on long-term debt(4)
|
866
|
|
|
128
|
|
|
166
|
|
|
311
|
|
|
237
|
|
|
24
|
|
||||||
Operating leases(5)
|
1,730
|
|
|
146
|
|
|
166
|
|
|
300
|
|
|
214
|
|
|
904
|
|
||||||
Finance leases(6)
|
100
|
|
|
16
|
|
|
17
|
|
|
31
|
|
|
25
|
|
|
11
|
|
||||||
Purchase obligations(7)
|
247
|
|
|
140
|
|
|
67
|
|
|
34
|
|
|
4
|
|
|
2
|
|
||||||
Self-insurance liabilities(8)
|
96
|
|
|
31
|
|
|
21
|
|
|
22
|
|
|
11
|
|
|
11
|
|
||||||
Multiemployer plan withdrawal liability
|
74
|
|
|
1
|
|
|
2
|
|
|
5
|
|
|
7
|
|
|
59
|
|
||||||
Deferred compensation
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual obligations
|
$
|
6,280
|
|
|
$
|
490
|
|
|
$
|
470
|
|
|
$
|
765
|
|
|
$
|
1,861
|
|
|
$
|
2,694
|
|
(1)
|
Because the timing of certain future payments beyond fiscal 2020 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 $222.5 million as of November 2, 2019. We expect to contribute approximately $0.0 million to $6.0 million to pension and postretirement benefit plans during fiscal 2020.
|
(2)
|
Unrecognized tax benefits, which totaled $45.3 million as of November 2, 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 2020 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 November 2, 2019.
|
(4)
|
Amounts include contractual interest payments (net of our interest rate swap payments) using the face value and interest rate as of November 2, 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 November 2, 2019, the face value of our variable interest debt instruments with a variable rate equal to one-month LIBOR plus an applicable margin was $3,039.0 million. As of November 2, 2019, the face value of our variable interest debt instruments with a variable rate equal to the prime rate plus an applicable margin was $65.2 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 $233 million total, $41 million, $44 million, $70 million, $38 million, and $40 million, respectively.
|
(6)
|
Represents the minimum payments under finance leases, excluding common area maintenance, insurance or tax payments, for which we are also obligated, offset by minimum subtenant rentals of $10 million total, $3 million, $2 million, $3 million, $2 million, and $0 million, respectively.
|
(7)
|
Our purchase obligations include various obligations that have annual purchase commitments of $1 million or greater. As of November 2, 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 retail customers, 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):
|
|
|
|
|
|
|
|
|
||||||
August 4, 2019 to September 7, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
September 8, 2019 to October 5, 2019
|
|
73,429
|
|
|
11.15
|
|
|
—
|
|
|
—
|
|
||
October 6, 2019 to November 2, 2019
|
|
71
|
|
|
7.45
|
|
|
—
|
|
|
175.8
|
|
||
Total
|
|
73,500
|
|
|
11.15
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The reported periods conform to our fiscal calendar.
|
(2)
|
These amounts include the deemed surrender by participants in our compensatory stock plans of 73,500 shares of our common stock to cover taxes from the vesting of restricted stock awards and restricted stock units granted under such plans.
|
Exhibit No.
|
Description
|
2.1
|
|
2.2
|
|
3.1
|
|
3.1
|
|
10.1**
|
|
10.2**
|
|
10.3* **
|
|
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 November 2, 2019, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
104
|
The cover page from our Quarterly Report on Form 10-Q for the first quarter of fiscal 2020, filed with the SEC on December 11, 2019, formatted in Inline XBRL (included as Exhibit 101).
|
|
UNITED NATURAL FOODS, INC.
|
|
|
|
/s/ JOHN W. HOWARD
|
|
John W. Howard
|
|
Interim Chief Financial Officer
|
|
(Principal Financial Officer)
|
1 Year United Natural Foods Chart |
1 Month United Natural Foods Chart |
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