Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 29, 2017 | Jun. 01, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | UNITED NATURAL FOODS INC | |
Entity Central Index Key | 1,020,859 | |
Current Fiscal Year End Date | --07-29 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Apr. 29, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 50,615,023 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 29, 2017 | Jul. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 16,119 | $ 18,593 |
Accounts receivable, less allowances of $10,247 and $9,638 | 547,792 | 489,708 |
Inventories | 1,042,031 | 1,021,663 |
Deferred income taxes | 35,212 | 35,228 |
Prepaid expenses and other current assets | 53,809 | 45,998 |
Total current assets | 1,694,963 | 1,611,190 |
Property & equipment, net | 603,409 | 616,605 |
Other assets: | ||
Goodwill | 369,166 | 366,168 |
Intangible assets, less accumulated amortization of $45,304 and $34,315 | 211,761 | 222,314 |
Other assets | 41,288 | 35,878 |
Total assets | 2,920,587 | 2,852,155 |
Current liabilities: | ||
Accounts payable | 547,019 | 445,430 |
Accrued expenses and other current liabilities | 151,785 | 162,438 |
Current portion of long-term debt | 12,027 | 11,854 |
Total current liabilities | 710,831 | 619,722 |
Notes payable | 304,187 | 426,519 |
Deferred income taxes | 95,255 | 95,220 |
Other long-term liabilities | 28,203 | 29,451 |
Long-term debt, excluding current portion | 152,884 | 161,739 |
Total liabilities | 1,291,360 | 1,332,651 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.01 per share, authorized 5,000 shares; issued none | 0 | 0 |
Common stock, par value $0.01 per share, authorized 100,000 shares; issued and outstanding 50,611 and 50,383 | 506 | 504 |
Additional paid-in capital | 452,630 | 436,167 |
Accumulated other comprehensive loss | (20,407) | (22,379) |
Retained earnings | 1,196,498 | 1,105,212 |
Total stockholders’ equity | 1,629,227 | 1,519,504 |
Total liabilities and stockholders’ equity | $ 2,920,587 | $ 2,852,155 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Apr. 29, 2017 | Jul. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance (in dollars) | $ 10,247 | $ 9,638 |
Intangible assets, accumulated amortization (in dollars) | $ 45,304 | $ 34,315 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 5,000 | 5,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 100,000 | 100,000 |
Common stock, issued shares | 50,611 | 50,383 |
Common stock, outstanding shares | 50,611 | 50,383 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 29, 2017 | Apr. 30, 2016 | Apr. 29, 2017 | Apr. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,369,556 | $ 2,132,104 | $ 6,933,438 | $ 6,256,465 |
Cost of sales | 2,003,195 | 1,809,671 | 5,873,116 | 5,322,577 |
Gross profit | 366,361 | 322,433 | 1,060,322 | 933,888 |
Operating expenses | 297,469 | 256,417 | 891,820 | 767,471 |
Restructuring and asset impairment expenses | 3,946 | 0 | 3,946 | 4,794 |
Total operating expenses | 301,415 | 256,417 | 895,766 | 772,265 |
Operating income | 64,946 | 66,016 | 164,556 | 161,623 |
Other expense (income): | ||||
Interest expense | 4,225 | 4,384 | 13,188 | 11,734 |
Interest income | (82) | (487) | (278) | (1,037) |
Other expense (income), net | 478 | (557) | 760 | 373 |
Total other expense, net | 4,621 | 3,340 | 13,670 | 11,070 |
Income before income taxes | 60,325 | 62,676 | 150,886 | 150,553 |
Provision for income taxes | 23,738 | 24,405 | 59,600 | 59,468 |
Net income | $ 36,587 | $ 38,271 | $ 91,286 | $ 91,085 |
Basic per share data: | ||||
Net income (usd per share) | $ 0.72 | $ 0.76 | $ 1.81 | $ 1.81 |
Weighted average basic shares of common stock outstanding | 50,601 | 50,350 | 50,554 | 50,290 |
Diluted per share data: | ||||
Net income (usd per share) | $ 0.72 | $ 0.76 | $ 1.80 | $ 1.81 |
Weighted average diluted shares of common stock outstanding | 50,801 | 50,379 | 50,718 | 50,360 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 29, 2017 | Apr. 30, 2016 | Apr. 29, 2017 | Apr. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 36,587 | $ 38,271 | $ 91,286 | $ 91,085 |
Other comprehensive income (loss): | ||||
Fair value of swap agreements, net of tax | 125 | (150) | 5,203 | (2,089) |
Foreign currency translation adjustments | (2,611) | 7,342 | (3,231) | 2,898 |
Total other comprehensive income (loss) | (2,486) | 7,192 | 1,972 | 809 |
Total comprehensive income | $ 34,101 | $ 45,463 | $ 93,258 | $ 91,894 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Apr. 29, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings |
Beginning Balance (shares) at Jul. 30, 2016 | 50,383 | 50,383 | |||
Beginning Balance at Jul. 30, 2016 | $ 1,519,504 | $ 504 | $ 436,167 | $ (22,379) | $ 1,105,212 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock option exercises and restricted stock vestings, net of tax | 228 | ||||
Stock option exercises and restricted stock vestings, net of tax | (1,128) | $ 2 | (1,130) | ||
Share-based compensation | 18,702 | 18,702 | |||
Adjustments to Additional Paid in Capital, Other | 294 | 294 | |||
Tax deficit associated with stock plans | (1,403) | (1,403) | |||
Fair value of swap agreements, net of tax | 5,203 | 5,203 | |||
Foreign currency translation adjustments | (3,231) | (3,231) | |||
Net income | $ 91,286 | 91,286 | |||
Ending Balance (shares) at Apr. 29, 2017 | 50,611 | 50,611 | |||
Ending Balance at Apr. 29, 2017 | $ 1,629,227 | $ 506 | $ 452,630 | $ (20,407) | $ 1,196,498 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 29, 2017 | Apr. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 91,286 | $ 91,085 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 63,930 | 50,967 |
Share-based compensation | 18,702 | 12,665 |
Loss on disposals of property and equipment | 825 | 399 |
Excess tax deficit from share-based payment arrangements | 1,403 | 48 |
Deferred Income Tax Expense (Benefit) | (160) | 8,657 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 711 | 480 |
Provision for doubtful accounts | 4,847 | 5,875 |
Non-cash interest expense | 79 | 119 |
Changes in assets and liabilities, net of acquired businesses: | ||
Accounts receivable | (61,820) | 1,569 |
Inventories | (19,758) | 1,218 |
Prepaid expenses and other assets | (9,135) | (2,041) |
Accounts payable | 79,023 | 31,912 |
Accrued expenses and other liabilities | (6,836) | 2,665 |
Net cash provided by operating activities | 163,097 | 205,618 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (40,004) | (29,073) |
Purchases of acquired businesses, net of cash acquired | (9,198) | (89,190) |
Proceeds from Sale of Property, Plant, and Equipment | 34 | 96 |
Payments for (Proceeds from) Other Investing Activities | (2,000) | 0 |
Net cash used in investing activities | (51,168) | (118,167) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (8,531) | (8,320) |
Proceeds from borrowings under revolving credit line | 154,412 | 375,213 |
Repayments of borrowings under revolving credit line | (276,443) | (471,667) |
Increase in checks outstanding in excess of deposits | 19,075 | 21,815 |
Proceeds from exercise of stock options | 165 | 2,011 |
Payment of employee restricted stock tax withholdings | (1,295) | (1,703) |
Excess tax deficit from share-based payment arrangements | (1,403) | (48) |
Capitalized debt issuance costs | (180) | (2,051) |
Net cash used in financing activities | (114,200) | (84,750) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (203) | (754) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,474) | 1,947 |
Cash and cash equivalents at beginning of period | 18,593 | 17,380 |
Cash and cash equivalents at end of period | 16,119 | 19,327 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 13,188 | 12,115 |
Cash paid for federal and state income taxes, net of refunds | $ 58,199 | $ 50,461 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 29, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES (a) Nature of Business United Natural Foods, Inc. and its subsidiaries (the “Company”) is a leading distributor and retailer of natural, organic and specialty products. The Company sells its products primarily throughout the United States and Canada. (b) Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods, however, may not be indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 2016 . Net sales consist primarily of sales of natural, organic and specialty products to retailers, adjusted for customer volume discounts, returns, and allowances. Net sales also include amounts charged by the Company to customers for shipping and handling and fuel surcharges. The principal components of cost of sales include the amounts paid to suppliers for product sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities, offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers' products. Cost of sales also includes amounts incurred by the Company’s manufacturing subsidiary, United Natural Trading LLC, which does business as Woodstock Farms Manufacturing, for inbound transportation costs and depreciation of manufacturing equipment offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products. Operating expenses include salaries and wages, employee benefits, warehousing and delivery, selling, occupancy, insurance, administrative, share-based compensation and amortization expense. Operating expenses also include depreciation expense related to the wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, interest income and miscellaneous income and expenses. As noted above, the Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound freight are generally recorded in cost of sales, whereas shipping and handling costs for selecting, quality assurance, and outbound transportation are recorded in operating expenses. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $129.2 million and $111.9 million for the third quarter of fiscal 2017 and 2016 , respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $385.1 million and $339.3 million for the first 39 weeks of fiscal 2017 and 2016 , respectively. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Apr. 29, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU will no longer require a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and fair value of the reporting unit. The ASU is effective for public companies with interim periods and fiscal years beginning after December 15, 2019, which for the Company will be the first quarter of the fiscal year ending July 31, 2021, with early adoption permitted. The Company expects to early adopt this ASU in connection with its annual goodwill impairment test to be performed in the fourth quarter of fiscal 2017. We do not expect the adoption of this guidance to have a significant impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which is intended to improve the accounting for share-based payment transactions as part of the FASB's simplification initiative. This ASU will change aspects of accounting for share-based payment award transactions including accounting for income taxes, the classification of excess tax benefits and the classification of employee taxes paid when shares are withheld for tax-withholding purposes on the statement of cash flows, forfeitures, and minimum statutory tax withholding requirements. The ASU is effective for public companies with interim periods and fiscal years beginning after December 15, 2016, which for the Company will be the first quarter of the fiscal year ending July 28, 2018. Early adoption is permitted provided that the entire ASU is adopted. The Company has not yet adopted this standard, but if the Company had adopted this standard in the first quarter of fiscal 2017, the result would have been a reclassification from additional paid-in capital to income tax expense. For the third quarter of fiscal 2017 and 2016 , the result would have been de minimus. For the first 39 weeks of fiscal 2017 the result would have increased current year income tax expense by $1.4 million . For the first 39 weeks of fiscal 2016 the result would have increased current year income tax expense by $0.3 million . In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842). The objective of this ASU is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. In addition, this ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The ASU is effective for public companies with interim and annual periods in fiscal years beginning after December 15, 2018, which for the Company will be the first quarter of the fiscal year ending August 1, 2020, with early adoption permitted. We are currently reviewing the provisions of the new standard and evaluating its impact on the Company's consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-1, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities , which will change the income statement impact of equity investments, and the recognition of changes in fair value of financial liabilities when the fair value option is elected. The ASU is effective for public companies with interim and annual periods in fiscal years beginning after December 15, 2017, which for the Company will be the first quarter of the fiscal year ending August 3, 2019. We do not expect the adoption of this guidance to have a significant impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes , which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new pronouncement is effective for public companies with annual periods, and interim periods within those annual periods, beginning after December 15, 2016, which for the Company will be the first quarter of the fiscal year ending July 28, 2018. The Company will adopt this new guidance in the first quarter of fiscal 2018. If the Company had adopted this standard in the third quarter of fiscal 2017 , the result would have been a reclassification from current deferred income tax assets to noncurrent deferred income tax liabilities of $35.2 million as of April 29, 2017 and July 30, 2016 . In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers, (Topic 606): Deferral of the Effective Date deferring the adoption of previously issued guidance published in May 2014, ASU No. 2014-09, Revenue from Contracts with Customers, (Topic 606) . The core principle of the new guidance is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations. The collective guidance is effective for public companies with annual periods, and interim periods within those periods, beginning after December 15, 2017, which for the Company will be the first quarter of the fiscal year ending August 3, 2019. The new standard permits either of the following implementation approaches: (i) a full retrospective application with restatement of each period presented in the financial statements with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of adopting the guidance recognized as of the date of initial application. The Company expects to adopt this new guidance in the first quarter of fiscal 2019 and is currently in the process of selecting a transition method and evaluating the impact of its adoption on the Company's consolidated financial statements and accounting policies. As part of our assessment work to-date, we have formed an implementation work team, conducted training sessions on the new ASU’s revenue recognition model and are in the planning stages of our contract review and documentation. Additionally, we have begun our review of the enhanced disclosure requirements under this new standard. |
ACQUISITIONS ACQUISITIONS (Note
ACQUISITIONS ACQUISITIONS (Notes) | 9 Months Ended |
Apr. 29, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS [Text Block] | ACQUISITIONS Wholesale Segment - Wholesale Distribution Acquisitions Nor-Cal Produce, Inc. On March 31, 2016 the Company acquired all of the outstanding equity securities of Nor-Cal Produce, Inc. ("Nor-Cal") and an affiliated entity as well as certain real estate. Nor-Cal is a distributor of conventional and organic produce and other fresh products in Northern California, with primary operations located in West Sacramento, California. Total cash consideration related to this acquisition was approximately $67.8 million . The fair value of the identifiable intangible assets acquired was determined by using an income approach. The identifiable intangible assets include customer relationships of $30.3 million , a tradename with an estimated fair value of $1.0 million , and a non-compete with an estimated fair value of $0.5 million , which are being amortized on a straight-line basis over estimated useful lives of approximately thirteen years , five years , and five years , respectively. Significant assumptions utilized in the income approach were based on company-specific and market participant information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The goodwill of $36.5 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized. During the second quarter of fiscal 2017, the Company recorded a $2.9 million adjustment to the opening balance sheet which decreased goodwill and deferred income tax liabilities. During the third quarter of fiscal 2017, the Company recorded a $0.1 million adjustment to the opening balance sheet, which decreased goodwill and liabilities, and completed the final net working capital adjustment resulting in cash received of $0.8 million by the Company, which also decreased goodwill and the total purchase price. During the third quarter of fiscal 2017, the Company finalized its purchase accounting related to the Nor-Cal acquisition. The following table summarizes the consideration paid for the acquisition and the amounts of assets acquired and liabilities assumed as of the acquisition date: (in thousands) Preliminary as of July 30, 2016 Adjustments in Current Fiscal Year Final Opening Balance Sheet as of April 29, 2017 Accounts receivable $ 8,483 $ — $ 8,483 Inventories 1,902 — 1,902 Property and equipment 10,029 — 10,029 Other assets 125 — 125 Customer relationships 30,300 — 30,300 Tradename 1,000 — 1,000 Non-compete 500 — 500 Goodwill 40,342 (3,825 ) 36,517 Total assets $ 92,681 $ (3,825 ) $ 88,856 Liabilities 24,101 (3,028 ) 21,073 Total purchase price $ 68,580 $ (797 ) $ 67,783 Haddon House Food Products, Inc. On May 13, 2016 the Company acquired all of the outstanding equity securities of Haddon House Food Products, Inc. (“Haddon”) and certain affiliated entities and real estate. Haddon is a distributor and merchandiser of natural and organic and gourmet ethnic products throughout the Eastern United States. Haddon has a diverse, multi-channel customer base including conventional supermarkets, gourmet food stores and independently owned product retailers. Total cash consideration related to this acquisition was approximately $217.5 million . The value of the identifiable intangible assets acquired was determined by using an income approach. The identifiable intangible assets include customer relationships with an estimated fair value of $62.7 million , the Haddon tradename with an estimated fair value of $0.7 million , non-compete agreements with an estimated fair value of $0.7 million , and a trademark asset related to Haddon owned branded product lines with an estimated fair value of $2.0 million . The customer relationship intangible asset is currently being amortized on a straight-line basis over an estimated useful life of approximately thirteen years , the Haddon tradename is being amortized over an estimated useful life of approximately three years , the non-compete agreements that the Company received from the owners of Haddon are being amortized over the five -year term of the agreements, and the Haddon trademark asset associated with its branded product lines is estimated to have an indefinite useful life. Significant assumptions utilized in the income approach were based on company-specific and market participant information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The goodwill of $43.6 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized. While the Company is still completing the final purchase accounting adjustments, material changes are not expected to the amounts recorded in the consolidated financial statements as of April 29, 2017. During the second quarter of fiscal 2017, the Company recorded a reduction to goodwill of approximately $1.6 million related to finalizing the net working capital adjustment. The following table summarizes the consideration paid for the acquisition and the amounts of assets acquired and liabilities assumed as of the acquisition date: (in thousands) Preliminary as of July 30, 2016 Adjustments in Current Fiscal Year Preliminary as of April 29, 2017 Accounts receivable $ 40,434 $ (300 ) $ 40,134 Other receivable 3,621 — 3,621 Inventories 46,138 302 46,440 Prepaid expenses and other current assets 1,645 99 1,744 Property and equipment 54,501 — 54,501 Other assets 280 — 280 Customer relationships 62,700 — 62,700 Tradename 700 — 700 Non-compete 700 — 700 Other intangible assets 2,000 — 2,000 Goodwill 45,851 (2,266 ) 43,585 Total assets $ 258,570 $ (2,165 ) $ 256,405 Liabilities 39,510 (600 ) 38,910 Total purchase price $ 219,060 $ (1,565 ) $ 217,495 Gourmet Guru, Inc. On August 10, 2016, the Company acquired all of the outstanding equity securities of Gourmet Guru, Inc. ("Gourmet Guru"). Gourmet Guru is a distributor and merchandiser of fresh and organic food focusing on new and emerging brands. Total cash consideration related to this acquisition was approximately $10.0 million , subject to certain customary post-closing adjustments. During the second quarter of fiscal 2017, the Company recorded a reduction to goodwill of approximately $0.1 million related to finalizing the net working capital adjustment. During the third quarter of fiscal 2017, the Company recorded a $0.5 million adjustment to the opening balance sheet, which increased goodwill and accrued expenses and decreased property and equipment. The fair value of identifiable intangible assets acquired was determined by using an income approach. The identifiable intangible asset recorded based on a provisional valuation consisted of customer lists of $1.0 million , which are being amortized on a straight-line basis over an estimated useful life of approximately two years. The goodwill of $10.1 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized. Cash paid for Nor-Cal, Haddon and Gourmet Guru was financed through borrowings under the Company’s amended and restated revolving credit facility. Acquisition costs have been expensed as incurred within "operating expenses" in the Condensed Consolidated Statements of Income. Acquisition costs were de minimus during the third quarter and the first 39 weeks of fiscal 2017 . Acquisition costs were $0.9 million and $1.9 million for the third quarter and the first 39 weeks of fiscal 2016, respectively. The results of the acquired businesses' operations have been included in the consolidated financial statements since the applicable date of acquisitions. Operations for these acquisitions have been combined with the Company's existing wholesale distribution business and therefore results are not separable from the rest of the wholesale distribution business. |
RESTRUCTURING ACTIVITIES AND AS
RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS | 9 Months Ended |
Apr. 29, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS 2017 Cost Saving and Efficiency Initiatives During the third quarter of fiscal 2017, the Company announced a restructuring program in conjunction with various cost saving and efficiency initiatives, including the planned opening of a shared services center. Subsequent to the end of the third quarter of fiscal 2017, the Company announced on June 6, 2017 an extension of this restructuring program pursuant to which it expects to incur additional restructuring charges of between $3.0 million and $4.0 million , before taxes, during the fourth quarter of fiscal 2017. These expenses are primarily related to severance and other employee separation costs driven by the recently completed integration activities on several acquired businesses. For fiscal 2017, under the extended plan, the Company expects to incur total expenses in fiscal 2017 of between $6.9 million and $7.9 million , before taxes, with $3.9 million incurred in the third quarter of fiscal 2017 and the remainder expected to be incurred in the fourth quarter of fiscal 2017. Of the $3.9 million total restructuring charges incurred in the third quarter of fiscal 2017, the Company incurred a total workforce reduction charge of $3.7 million , primarily relating to severance and other employee separation and transition costs. In addition, the Company also incurred early lease termination and facility closing costs in the third quarter of fiscal 2017 of $0.3 million , related to the closing of its Gourmet Guru facility in Bronx, New York. The following is a summary of the restructuring costs the Company recorded in the third quarter of fiscal 2017, as well as the remaining liability as of April 29, 2017 (in thousands): Restructuring Costs Recorded in the Third Quarter of Fiscal 2017 Payments and Other Adjustments Restructuring Cost Liability as of April 29, 2017 Severance and other employee separation and transition costs $ 3,688 $ (795 ) $ 2,893 Early lease termination and facility closing costs 258 (29 ) 229 Total $ 3,946 $ (824 ) $ 3,122 Restructuring Charges Recorded in Fiscal 2016 The following is a summary of the restructuring costs the Company recorded in fiscal 2016 related to the termination of its distribution arrangement with a large customer, the closing of two of its Earth Origins Market stores and the closing of a Canadian facility, as well as the remaining liability as of April 29, 2017 (in thousands): Restructuring Costs Recorded in Fiscal 2016 Payments and Other Adjustments Restructuring Cost Liability as of April 29, 2017 Severance $ 3,443 $ (3,429 ) $ 14 Early lease termination and facility closing costs 368 (368 ) — Operational transfer costs 570 (570 ) — Earth Origins: Severance 41 (37 ) 4 Store closing costs 443 (443 ) — Total $ 4,865 $ (4,847 ) $ 18 For a more detailed discussion of these costs, see the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 2016 . |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Apr. 29, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share (in thousands): 13-Week Period Ended 39-Week Period Ended April 29, April 30, April 29, April 30, Basic weighted average shares outstanding 50,601 50,350 50,554 50,290 Net effect of dilutive stock awards based upon the treasury stock method 200 29 164 70 Diluted weighted average shares outstanding 50,801 50,379 50,718 50,360 For the third quarter s of fiscal 2017 and fiscal 2016 , there were 40,023 and 146,844 anti-dilutive share-based awards outstanding, respectively. For the first 39 weeks of fiscal 2017 and 2016 , there were 38,762 and 100,048 anti-dilutive share-based awards outstanding, respectively. These anti-dilutive share-based awards were excluded from the calculation of diluted earnings per share. |
FAIR VALUE MEASUREMENTS OF FINA
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Apr. 29, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS Hedging of Interest Rate Risk The Company manages its debt portfolio with interest rate swaps from time to time to achieve an overall desired position of fixed and floating rates. Details of outstanding swap agreements as of April 29, 2017 , which are all pay fixed and receive floating, are as follows: Swap Maturity Notional Value (in millions) Pay Fixed Rate Receive Floating Rate Floating Rate Reset Terms June 9, 2019 $ 50.0 0.8725 % One-Month LIBOR Monthly June 24, 2019 $ 50.0 0.7265 % One-Month LIBOR Monthly April 29, 2021 $ 25.0 1.0650 % One-Month LIBOR Monthly April 29, 2021 $ 25.0 0.9260 % One-Month LIBOR Monthly August 3, 2022 $ 125.0 1.7950 % One-Month LIBOR Monthly Interest rate swap agreements are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap agreements are designated as cash flow hedges at April 29, 2017 and are reflected at their fair values of $2.9 million included in "Other Assets" and $0.1 million included in "Accrued Expenses and Other Current Liabilities" in the Condensed Consolidated Balance Sheet. The Company uses the “Hypothetical Derivative Method” described in Accounting Standards Codification ("ASC") 815 for quarterly prospective and retrospective assessments of hedge effectiveness, as well as for measurements of hedge ineffectiveness. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings in interest income when the hedged transactions affect earnings. Ineffectiveness resulting from the hedge is recorded as a gain or loss in the condensed consolidated statement of income as part of other income. The Company did not have any hedge ineffectiveness recognized in earnings during the third quarter and first 39 weeks of fiscal 2017. The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. Fuel Supply Agreements From time to time the Company is a party to fixed price fuel supply agreements. As of April 29, 2017 , the Company had not entered into any such agreements. During the fiscal year ended July 30, 2016 , the Company entered into several agreements to purchase a portion of its diesel fuel each month at fixed prices through December 31, 2016 . These fixed price fuel agreements qualified for the "normal purchase" exception under ASC 815; therefore, the fuel purchases under these contracts were expensed as incurred and included within operating expenses. Financial Instruments The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis as of April 29, 2017 and July 30, 2016: Fair Value at April 29, 2017 Fair Value at July 30, 2016 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Interest Rate Swap — $ 2,854 — — — — Liabilities: Interest Rate Swap — (143 ) — — $ (5,917 ) — The fair value of the Company's other financial instruments including cash and cash equivalents, accounts receivable, notes receivable, accounts payable and certain accrued expenses are derived using Level 2 inputs and approximate carrying amounts due to the short-term nature of these instruments. The fair value of notes payable approximate carrying amounts as they are variable rate instruments. The carrying amount of notes payable approximates fair value as interest rates on the credit facility approximates current market rates (Level 2 criteria). The following estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies taking into account the instruments' interest rate, terms, maturity date and collateral, if any, in comparison to the Company's incremental borrowing rate for similar financial instruments and are therefore deemed Level 2 inputs. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. April 29, 2017 July 30, 2016 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities: Long-term debt, including current portion $ 164,911 $ 171,802 $ 173,593 $ 182,790 |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Apr. 29, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS The Company has several operating divisions aggregated under the wholesale segment, which is the Company’s only reportable segment. These operating divisions have similar products and services, customer channels, distribution methods and historical margins. The wholesale segment is engaged in the national distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Company has additional operating divisions that do not meet the quantitative thresholds for reportable segments and are therefore aggregated under the caption of “Other.” “Other” includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States, a manufacturing division, which engages in the importing, roasting, packaging, and distributing of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections, the Company’s branded product lines, and the Company's brokerage business, which markets various products on behalf of food vendors directly and exclusively to the Company's customers. “Other” also includes certain corporate operating expenses that are not allocated to operating divisions, which include, among other expenses, stock based compensation, depreciation, and salaries, retainers, and other related expenses of certain officers and all directors. As the Company continues to expand its business and serve its customers through our national platform, these corporate expense amounts have increased, which is the primary driver behind the increasing operating losses within the “Other” category below. Non-operating expenses that are not allocated to the operating divisions are under the caption of “Unallocated Expenses.” The Company does not record its revenues for financial reporting purposes by product group, and it is therefore impracticable for the Company to report them accordingly. Beginning in the first quarter of fiscal 2017, a change in how the Company's chief operating decision maker assesses performance and allocates resources resulted in a change in how the Company allocates a portion of its corporate operating expenses, which were previously reported under the caption of "Other," in order to better support segment operations. The following table sets forth certain financial information for the Company's business segments. Prior year amounts have been reclassified to conform to current year presentation and include the impact of a change in the allocation of certain corporate operating expenses between the captions "Other" and "Wholesale." The amount reclassified is not considered to be material and is consistent with management's assessment of segment performance in fiscal 2017. The following table reflects business segment information for the periods indicated (in thousands): Wholesale Other Eliminations Unallocated Consolidated 13-Week Period Ended April 29, 2017: Net sales $ 2,353,723 $ 67,538 $ (51,705 ) $ — $ 2,369,556 Restructuring and asset impairment expenses 2,874 1,072 — — 3,946 Operating income (loss) 67,273 (1,117 ) (1,210 ) — 64,946 Interest expense — — — 4,225 4,225 Interest income — — — (82 ) (82 ) Other, net — — — 478 478 Income before income taxes 60,325 Depreciation and amortization 20,559 913 — — 21,472 Capital expenditures 16,412 918 — — 17,330 Goodwill 351,141 18,025 — — 369,166 Total assets 2,746,648 213,180 (39,241 ) — 2,920,587 13-Week Period Ended April 30, 2016: Net sales $ 2,111,695 $ 70,217 $ (49,808 ) $ — $ 2,132,104 Restructuring and asset impairment expenses — — — — — Operating income (loss) 62,712 3,780 (476 ) — 66,016 Interest expense — — — 4,384 4,384 Interest income — — — (487 ) (487 ) Other, net — — — (557 ) (557 ) Income before income taxes 62,676 Depreciation and amortization 17,395 725 — — 18,120 Capital expenditures 8,340 261 — — 8,601 Goodwill 301,600 17,732 — — 319,332 Total assets 2,475,054 192,282 (21,404 ) — 2,645,932 Wholesale Other Eliminations Unallocated Consolidated 39-Week Period Ended April 29, 2017: Net sales $ 6,885,912 $ 176,655 $ (129,129 ) $ — $ 6,933,438 Restructuring and asset impairment expenses 2,874 1,072 — — 3,946 Operating income (loss) 178,498 (12,803 ) (1,139 ) — 164,556 Interest expense — — — 13,188 13,188 Interest income — — — (278 ) (278 ) Other, net — — — 760 760 Income before income taxes 150,886 Depreciation and amortization 61,837 2,093 — — 63,930 Capital expenditures 38,016 1,988 — — 40,004 Goodwill 351,141 18,025 — — 369,166 Total assets 2,746,648 213,180 (39,241 ) — 2,920,587 39-Week Period Ended April 30, 2016: Net sales $ 6,200,668 $ 181,709 $ (125,912 ) $ — $ 6,256,465 Restructuring and asset impairment expenses 2,811 1,983 — — 4,794 Operating income (loss) 168,144 (5,158 ) (1,363 ) — 161,623 Interest expense — — — 11,734 11,734 Interest income — — — (1,037 ) (1,037 ) Other, net — — — 373 373 Income before income taxes 150,553 Depreciation and amortization 48,950 2,017 — — 50,967 Capital expenditures 27,637 1,436 — — 29,073 Goodwill 301,600 17,732 — — 319,332 Total assets 2,475,054 192,282 (21,404 ) — 2,645,932 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Notes) | 9 Months Ended |
Apr. 29, 2017 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of April 29, 2017 and July 30, 2016 consisted of the following (in thousands): April 29, July 30, Accrued salaries and employee benefits $ 54,776 $ 58,832 Workers' compensation and automobile liabilities 21,424 23,448 Interest rate swap liability 143 5,917 Other 75,442 74,241 Total accrued expenses and other current liabilities $ 151,785 $ 162,438 |
NOTES PAYABLE (Notes)
NOTES PAYABLE (Notes) | 9 Months Ended |
Apr. 29, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE On April 29, 2016, the Company entered into the Third Amended and Restated Loan and Security Agreement (the "Third A&R Credit Agreement") amending and restating certain terms and provisions of its revolving credit facility which increased the maximum borrowings under the amended and restated revolving credit facility and extended the maturity date to April 29, 2021. Up to $850.0 million is available to the Company's U.S. subsidiaries and up to $50.0 million is available to UNFI Canada. After giving effect to the Third A&R Credit Agreement, the amended and restated revolving credit facility provides an option to increase the U.S. or Canadian revolving commitments by up to an additional $600.0 million (but in not less than $10.0 million increments) subject to certain customary conditions and the lenders committing to provide the increase in funding. The borrowings of the U.S. portion of the amended and restated revolving credit facility, after giving effect to the Third A&R Credit Agreement, accrued interest at the base rate plus an applicable margin of 0.25% or LIBOR rate plus an applicable margin of 1.25% for the twelve month period ended April 29, 2017. After this period, the interest on the U.S. borrowings is accrued at the Company's option, at either (i) a base rate (generally defined as the highest of (x) the Bank of America Business Capital prime rate, (y) the average overnight federal funds effective rate plus one-half percent ( 0.50% ) per annum and (z) one-month LIBOR plus one percent ( 1% ) per annum) plus an applicable margin that varies depending on daily average aggregate availability, or (ii) the LIBOR rate plus an applicable margin that varies depending on daily average aggregate availability. The borrowings on the Canadian portion of the credit facility accrued interest at the Canadian prime rate plus an applicable margin of 0.25% or a bankers' acceptance equivalent rate plus an applicable margin of 1.25% for the twelve month period ended April 29, 2017. After this period, the borrowings on the Canadian portion of the credit facility accrue interest, at the Company's option, at either (i) a Canadian prime rate (generally defined as the highest of (x) 0.50% over 30-day Reuters Canadian Deposit Offering Rate ("CDOR") for bankers' acceptances, (y) the prime rate of Bank of America, N.A.'s Canada branch, and (z) a bankers' acceptance equivalent rate for a one month interest period plus 1.00%) plus an applicable margin that varies depending on daily average aggregate availability, or (ii) a bankers' acceptance equivalent rate of the rate of interest per annum equal to the annual rates applicable to Canadian Dollar bankers' acceptances on the "CDOR Page" of Reuter Monitor Money Rates Service, plus five basis points, and an applicable margin that varies depending on daily average aggregate availability. Unutilized commitments are subject to an annual fee in the amount of 0.30% if the total outstanding borrowings are less than 25% of the aggregate commitments, or a per annum fee of 0.25% if such total outstanding borrowings are 25% or more of the aggregate commitments. The Company is also required to pay a letter of credit fronting fee to each letter of credit issuer equal to 0.125% per annum of the stated amount of each such letter of credit (or such other amount as may be mutually agreed by the borrowers under the facility and the applicable letter of credit issuer), as well as a fee to all lenders equal to the applicable margin for LIBOR or bankers’ acceptance equivalent rate loans, as applicable, times the average daily stated amount of all outstanding letters of credit. As of April 29, 2017 , the Company's borrowing base, which is calculated based on eligible accounts receivable and inventory levels, net of $5.9 million of reserves, was $882.9 million . As of April 29, 2017 , the Company had $304.2 million of borrowings outstanding under the Company's amended and restated revolving credit facility and $35.8 million in letter of credit commitments which reduced the Company's available borrowing capacity under its revolving credit facility on a dollar for dollar basis. The Company's resulting remaining availability was $542.9 million as of April 29, 2017 . The amended and restated revolving credit facility, as amended by the Third A&R Credit Agreement, subjects the Company to a springing minimum fixed charge coverage ratio (as defined in the Third A&R Credit Agreement) of 1.0 to 1.0 calculated at the end of each of our fiscal quarters on a rolling four quarter basis when the adjusted aggregate availability (as defined in the Third A&R Credit Agreement) is less than the greater of (i) $60.0 million and (ii) 10% of the aggregate borrowing base. The Company was not subject to the fixed charge coverage ratio covenant under the Third A&R Credit Agreement during the third quarter and first 39 weeks of fiscal 2017 . The amended and restated revolving credit facility also allows for the lenders thereunder to syndicate the credit facility to other banks and lending institutions. The Company has pledged the majority of its and its subsidiaries' accounts receivable and inventory for its obligations under the amended and restated revolving credit facility. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Apr. 29, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | LONG-TERM DEBT On August 14, 2014, the Company and certain of its subsidiaries entered into a real estate backed term loan agreement (the "Term Loan Agreement"). The total initial borrowings under the Term Loan Agreement were $150.0 million . The Company is required to make $2.5 million principal payments quarterly, which began on November 1, 2014. Under the Term Loan Agreement, the Company at its option may request the establishment of one or more new term loan commitments in increments of at least $10.0 million , but not to exceed $50.0 million in total, subject to the approval of the lenders electing to participate in such incremental loans and the satisfaction of the conditions required by the Term Loan Agreement. The Company will be required to make quarterly principal payments on these incremental borrowings in accordance with the terms of the Term Loan Agreement. Proceeds from this Term Loan Agreement were used to pay down borrowings on the Company's amended and restated revolving credit facility. On April 29, 2016, the Company entered into a First Amendment Agreement (the “Term Loan Amendment”) to the Term Loan Agreement which amends the Term Loan Agreement. The Term Loan Amendment was entered into to reflect the changes to the amended and restated revolving credit facility reflected in the Third A&R Credit Agreement. The Term Loan Agreement will terminate on the earlier of (a) August 14, 2022 and (b) the date that is ninety days prior to the termination date of the Company’s amended and restated revolving credit agreement, as amended. Under the Term Loan Agreement, the borrowers at their option may request the establishment of one or more new term loan commitments in increments of at least $10.0 million , but not to exceed $50.0 million in total, subject to the approval of the lenders electing to participate in such incremental loans and the satisfaction of the conditions required by the Term Loan Agreement. The borrowers will be required to make quarterly principal payments on these incremental borrowings in accordance with the terms of the Term Loan Agreement. On September 1, 2016, the Company entered into a Second Amendment Agreement (the "Second Amendment") to the Term Loan Agreement which amends the Term Loan Agreement. The Second Amendment was entered into to adjust the applicable margin charged to borrowings under the Term Loan Agreement. As amended by the Second Amendment, borrowings under the Term Loan Agreement bear interest at rates that, at the Company's option, can be either: (1) a base rate generally defined as the sum of (i) the highest of (x) the administrative agent's prime rate, (y) the average overnight federal funds effective rate plus 0.50% and (z) one-month LIBOR plus one percent ( 1% ) per annum and (ii) a margin of 0.75% ; or, (2) a LIBOR rate generally defined as the sum of (i) LIBOR (as published by Reuters or other commercially available sources) for one, two, three or six months or, if approved by all affected lenders, nine months (all as selected by the Company), and (ii) a margin of 1.75% . Interest accrued on borrowings under the Term Loan Agreement is payable in arrears. Interest accrued on any LIBOR loan is payable on the last day of the interest period applicable to the loan and, with respect to any LIBOR loan of more than three (3) months, on the last day of every three (3) months of such interest period. Interest accrued on base rate loans is payable on the first day of every month. The Company is also required to pay certain customary fees to the administrative agent. The borrowers' obligations under the Term Loan Agreement are secured by certain parcels of the borrowers' real property. The Term Loan Agreement includes financial covenants that require (i) the ratio of the Company’s consolidated EBITDA (as defined in the Term Loan Agreement) minus the unfinanced portion of Capital Expenditures (as defined in the Term Loan Agreement) to the Company’s consolidated Fixed Charges (as defined in the Term Loan Agreement) to be at least 1.20 to 1.00 as of the end of any period of four fiscal quarters, (ii) the ratio of the Company’s Consolidated Funded Debt (as defined in the Term Loan Agreement) to the Company’s EBITDA for the four fiscal quarters most recently ended to be not more than 3.00 to 1.00 as of the end of any fiscal quarter and (iii) the ratio, expressed as a percentage, of the Company’s outstanding principal balance under the Loans (as defined in the Term Loan Agreement), divided by the Mortgaged Property Value (as defined in the Term Loan Agreement) to be not more than 75% at any time. As of April 29, 2017 , the Company was in compliance with the financial covenants of its Term Loan Agreement. As of April 29, 2017 , the Company had borrowings of $121.0 million under the Term Loan Agreement which is included in "Long-term debt" on the Condensed Consolidated Balance Sheet. During the fiscal year ended August 1, 2015, the Company entered into an amendment to an existing lease agreement for the office space utilized as the Company's corporate headquarters in Providence, Rhode Island. The amendment provides for additional office space to be utilized by the Company and extends the lease term for an additional 10 years. The lease qualifies for capital lease treatment pursuant to ASC 840, Leases, and the estimated fair value of the building is recorded on the balance sheet with the capital lease obligation included in long-term debt. A portion of each lease payment reduces the amount of the lease obligation, and a portion is recorded as interest expense at an effective rate of approximately 12.05% . The capital lease obligation as of April 29, 2017 was $13.3 million . The Company recorded $0.4 million of interest expense related to this lease during each of the third quarter s of fiscal 2017 and 2016 . During the first 39 weeks of fiscal 2017 and 2016 , the Company recorded $1.2 million and $1.3 million of interest expense related to this lease, respectively. During the fiscal year ended July 28, 2012, the Company entered into a lease agreement for a new distribution facility in Aurora, Colorado. At the conclusion of the fiscal year ended August 3, 2013, actual construction costs exceeded the construction allowance as defined by the lease agreement, and therefore, the Company determined it met the criteria for continuing involvement pursuant to FASB ASC 840, Leases , and applied the financing method to account for this transaction during the fourth quarter of fiscal 2013. Under the financing method, the book value of the distribution facility and related accumulated depreciation remains on the Condensed Consolidated Balance Sheet. The construction allowance is recorded as a financing obligation in "Long-term debt." A portion of each lease payment reduces the amount of the financing obligation, and a portion is recorded as interest expense at an effective rate of approximately 7.32% . The financing obligation as of April 29, 2017 was $30.7 million . The Company recorded $0.6 million of interest expense related to this lease during each of the third quarter s of fiscal 2017 and 2016 . During the first 39 weeks of fiscal 2017 and 2016 , the Company recorded $1.7 million and $1.8 million of interest expense related to this lease, respectively. |
SUBSEQUENT EVENTS (Notes)
SUBSEQUENT EVENTS (Notes) | 9 Months Ended |
Apr. 29, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. SUBSEQUENT EVENTS On May 24, 2017, subsequent to the end of the third quarter, the Company sold its stake in Kicking Horse Coffee, a Canadian roaster and marketer of organic and fair trade coffee. As a result of the sale, the Company expects to recognize a gain of $6.1 million , before taxes, in the fourth quarter of fiscal 2017. |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 29, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (b) Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for interim periods, however, may not be indicative of the results that may be expected for a full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 30, 2016 . Net sales consist primarily of sales of natural, organic and specialty products to retailers, adjusted for customer volume discounts, returns, and allowances. Net sales also include amounts charged by the Company to customers for shipping and handling and fuel surcharges. The principal components of cost of sales include the amounts paid to suppliers for product sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities, offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers' products. Cost of sales also includes amounts incurred by the Company’s manufacturing subsidiary, United Natural Trading LLC, which does business as Woodstock Farms Manufacturing, for inbound transportation costs and depreciation of manufacturing equipment offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products. Operating expenses include salaries and wages, employee benefits, warehousing and delivery, selling, occupancy, insurance, administrative, share-based compensation and amortization expense. Operating expenses also include depreciation expense related to the wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, interest income and miscellaneous income and expenses. As noted above, the Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound freight are generally recorded in cost of sales, whereas shipping and handling costs for selecting, quality assurance, and outbound transportation are recorded in operating expenses. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $129.2 million and $111.9 million for the third quarter of fiscal 2017 and 2016 , respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $385.1 million and $339.3 million for the first 39 weeks of fiscal 2017 and 2016 , respectively. |
ACQUISITIONS ACQUISITIONS (Tabl
ACQUISITIONS ACQUISITIONS (Tables) | 9 Months Ended |
Apr. 29, 2017 | |
Business Acquisition, Nor-Cal Produce [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (in thousands) Preliminary as of July 30, 2016 Adjustments in Current Fiscal Year Final Opening Balance Sheet as of April 29, 2017 Accounts receivable $ 8,483 $ — $ 8,483 Inventories 1,902 — 1,902 Property and equipment 10,029 — 10,029 Other assets 125 — 125 Customer relationships 30,300 — 30,300 Tradename 1,000 — 1,000 Non-compete 500 — 500 Goodwill 40,342 (3,825 ) 36,517 Total assets $ 92,681 $ (3,825 ) $ 88,856 Liabilities 24,101 (3,028 ) 21,073 Total purchase price $ 68,580 $ (797 ) $ 67,783 |
Haddon House Food Products, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (in thousands) Preliminary as of July 30, 2016 Adjustments in Current Fiscal Year Preliminary as of April 29, 2017 Accounts receivable $ 40,434 $ (300 ) $ 40,134 Other receivable 3,621 — 3,621 Inventories 46,138 302 46,440 Prepaid expenses and other current assets 1,645 99 1,744 Property and equipment 54,501 — 54,501 Other assets 280 — 280 Customer relationships 62,700 — 62,700 Tradename 700 — 700 Non-compete 700 — 700 Other intangible assets 2,000 — 2,000 Goodwill 45,851 (2,266 ) 43,585 Total assets $ 258,570 $ (2,165 ) $ 256,405 Liabilities 39,510 (600 ) 38,910 Total purchase price $ 219,060 $ (1,565 ) $ 217,495 |
RESTRUCTURING ACTIVITIES AND 21
RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS (Tables) | 9 Months Ended |
Apr. 29, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following is a summary of the restructuring costs the Company recorded in the third quarter of fiscal 2017, as well as the remaining liability as of April 29, 2017 (in thousands): Restructuring Costs Recorded in the Third Quarter of Fiscal 2017 Payments and Other Adjustments Restructuring Cost Liability as of April 29, 2017 Severance and other employee separation and transition costs $ 3,688 $ (795 ) $ 2,893 Early lease termination and facility closing costs 258 (29 ) 229 Total $ 3,946 $ (824 ) $ 3,122 Restructuring Charges Recorded in Fiscal 2016 The following is a summary of the restructuring costs the Company recorded in fiscal 2016 related to the termination of its distribution arrangement with a large customer, the closing of two of its Earth Origins Market stores and the closing of a Canadian facility, as well as the remaining liability as of April 29, 2017 (in thousands): Restructuring Costs Recorded in Fiscal 2016 Payments and Other Adjustments Restructuring Cost Liability as of April 29, 2017 Severance $ 3,443 $ (3,429 ) $ 14 Early lease termination and facility closing costs 368 (368 ) — Operational transfer costs 570 (570 ) — Earth Origins: Severance 41 (37 ) 4 Store closing costs 443 (443 ) — Total $ 4,865 $ (4,847 ) $ 18 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Apr. 29, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the weighted average number of shares outstanding used in the computation of the basic and diluted earnings per share | The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share (in thousands): 13-Week Period Ended 39-Week Period Ended April 29, April 30, April 29, April 30, Basic weighted average shares outstanding 50,601 50,350 50,554 50,290 Net effect of dilutive stock awards based upon the treasury stock method 200 29 164 70 Diluted weighted average shares outstanding 50,801 50,379 50,718 50,360 |
FAIR VALUE MEASUREMENTS OF FI23
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Apr. 29, 2017 | |
Fair Value Disclosures [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Details of outstanding swap agreements as of April 29, 2017 , which are all pay fixed and receive floating, are as follows: Swap Maturity Notional Value (in millions) Pay Fixed Rate Receive Floating Rate Floating Rate Reset Terms June 9, 2019 $ 50.0 0.8725 % One-Month LIBOR Monthly June 24, 2019 $ 50.0 0.7265 % One-Month LIBOR Monthly April 29, 2021 $ 25.0 1.0650 % One-Month LIBOR Monthly April 29, 2021 $ 25.0 0.9260 % One-Month LIBOR Monthly August 3, 2022 $ 125.0 1.7950 % One-Month LIBOR Monthly |
Fair Value, Assets and Liabilities Measured on Recurring Basis | Fair Value at April 29, 2017 Fair Value at July 30, 2016 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Interest Rate Swap — $ 2,854 — — — — Liabilities: Interest Rate Swap — (143 ) — — $ (5,917 ) — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | April 29, 2017 July 30, 2016 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities: Long-term debt, including current portion $ 164,911 $ 171,802 $ 173,593 $ 182,790 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Apr. 29, 2017 | |
Segment Reporting [Abstract] | |
Schedule of business segment information | The following table reflects business segment information for the periods indicated (in thousands): Wholesale Other Eliminations Unallocated Consolidated 13-Week Period Ended April 29, 2017: Net sales $ 2,353,723 $ 67,538 $ (51,705 ) $ — $ 2,369,556 Restructuring and asset impairment expenses 2,874 1,072 — — 3,946 Operating income (loss) 67,273 (1,117 ) (1,210 ) — 64,946 Interest expense — — — 4,225 4,225 Interest income — — — (82 ) (82 ) Other, net — — — 478 478 Income before income taxes 60,325 Depreciation and amortization 20,559 913 — — 21,472 Capital expenditures 16,412 918 — — 17,330 Goodwill 351,141 18,025 — — 369,166 Total assets 2,746,648 213,180 (39,241 ) — 2,920,587 13-Week Period Ended April 30, 2016: Net sales $ 2,111,695 $ 70,217 $ (49,808 ) $ — $ 2,132,104 Restructuring and asset impairment expenses — — — — — Operating income (loss) 62,712 3,780 (476 ) — 66,016 Interest expense — — — 4,384 4,384 Interest income — — — (487 ) (487 ) Other, net — — — (557 ) (557 ) Income before income taxes 62,676 Depreciation and amortization 17,395 725 — — 18,120 Capital expenditures 8,340 261 — — 8,601 Goodwill 301,600 17,732 — — 319,332 Total assets 2,475,054 192,282 (21,404 ) — 2,645,932 Wholesale Other Eliminations Unallocated Consolidated 39-Week Period Ended April 29, 2017: Net sales $ 6,885,912 $ 176,655 $ (129,129 ) $ — $ 6,933,438 Restructuring and asset impairment expenses 2,874 1,072 — — 3,946 Operating income (loss) 178,498 (12,803 ) (1,139 ) — 164,556 Interest expense — — — 13,188 13,188 Interest income — — — (278 ) (278 ) Other, net — — — 760 760 Income before income taxes 150,886 Depreciation and amortization 61,837 2,093 — — 63,930 Capital expenditures 38,016 1,988 — — 40,004 Goodwill 351,141 18,025 — — 369,166 Total assets 2,746,648 213,180 (39,241 ) — 2,920,587 39-Week Period Ended April 30, 2016: Net sales $ 6,200,668 $ 181,709 $ (125,912 ) $ — $ 6,256,465 Restructuring and asset impairment expenses 2,811 1,983 — — 4,794 Operating income (loss) 168,144 (5,158 ) (1,363 ) — 161,623 Interest expense — — — 11,734 11,734 Interest income — — — (1,037 ) (1,037 ) Other, net — — — 373 373 Income before income taxes 150,553 Depreciation and amortization 48,950 2,017 — — 50,967 Capital expenditures 27,637 1,436 — — 29,073 Goodwill 301,600 17,732 — — 319,332 Total assets 2,475,054 192,282 (21,404 ) — 2,645,932 |
ACCRUED EXPENSES AND OTHER CU25
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Apr. 29, 2017 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accrued Expenses and Other Current Liabilities [Table Text Block] | Accrued expenses and other current liabilities as of April 29, 2017 and July 30, 2016 consisted of the following (in thousands): April 29, July 30, Accrued salaries and employee benefits $ 54,776 $ 58,832 Workers' compensation and automobile liabilities 21,424 23,448 Interest rate swap liability 143 5,917 Other 75,442 74,241 Total accrued expenses and other current liabilities $ 151,785 $ 162,438 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 29, 2017 | Apr. 30, 2016 | Apr. 29, 2017 | Apr. 30, 2016 | |
Significant Accounting Policies | ||||
Total outbound shipping and handling costs | $ 129.2 | $ 111.9 | $ 385.1 | $ 339.3 |
RECENTLY ISSUED ACCOUNTING PR27
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 29, 2017 | Apr. 30, 2016 | Jul. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |||
Deferred income taxes | $ 35,212 | $ 35,228 | |
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | $ 1,400 | $ 300 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Apr. 29, 2017 | Jan. 28, 2017 | Apr. 29, 2017 | Aug. 10, 2016 | Jul. 30, 2016 | Apr. 30, 2016 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Goodwill | $ 369,166 | $ 369,166 | $ 366,168 | $ 319,332 | |||
Business Acquisition, Nor-Cal Produce [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Accounts Receivable | 8,483 | 8,483 | 8,483 | ||||
Measurement Period Adjustment, Accounts Receivable | 0 | ||||||
Inventories | 1,902 | 1,902 | 1,902 | ||||
Measurement Period Adjustment, Inventories | 0 | ||||||
Property and Equipment | 10,029 | 10,029 | 10,029 | ||||
Measurement Period Adjustment, Property and Equipment | 0 | ||||||
Other Assets | 125 | 125 | 125 | ||||
Measurement Period Adjustment, Other Assets | 0 | ||||||
Goodwill | 36,517 | 36,517 | 40,342 | ||||
Goodwill, Purchase Accounting Adjustments | 100 | $ 2,900 | (3,825) | ||||
Total assets | 88,856 | 88,856 | 92,681 | ||||
Measurement Period Adjustment, Total Assets | 3,825 | ||||||
Liabilities | 21,073 | 21,073 | 24,101 | ||||
Measurement Period Adjustment, Liabilities | 3,028 | ||||||
Total purchase price | 68,580 | ||||||
Measurement Period Adjustment, Total purchase price | (797) | ||||||
Payments to Acquire Businesses, Gross | $ 67,783 | ||||||
Business Acquisition, Nor-Cal Produce [Member] | Customer Lists | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Finite-Lived Customer Relationships, Gross | $ 30,300 | 30,300 | 30,300 | ||||
Measurement Period Adjustment, Intangibles | 0 | ||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||||
Business Acquisition, Nor-Cal Produce [Member] | Trade Names [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Measurement Period Adjustment, Intangibles | 0 | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||
Finite-Lived Trade Names, Gross | $ 1,000 | 1,000 | 1,000 | ||||
Business Acquisition, Nor-Cal Produce [Member] | Noncompete Agreements [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Measurement Period Adjustment, Intangibles | 0 | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||
Finite-Lived Noncompete Agreements, Gross | $ 500 | 500 | 500 | ||||
Gourmet Guru, Inc. [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Finite-Lived Customer Relationships, Gross | $ 1,000 | ||||||
Goodwill | 10,100 | 10,100 | |||||
Goodwill, Purchase Accounting Adjustments | 500 | ||||||
Total purchase price | $ 10,000 | ||||||
Measurement Period Adjustment, Total purchase price | 100 | ||||||
Haddon House Food Products, Inc. [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Accounts Receivable | 40,134 | 40,134 | 40,434 | ||||
Measurement Period Adjustment, Accounts Receivable | (300) | ||||||
Other Receivable | 3,621 | 3,621 | 3,621 | ||||
Measurement Period Adjustment, Other Receivable | 0 | ||||||
Inventories | 46,440 | 46,440 | 46,138 | ||||
Measurement Period Adjustment, Inventories | 302 | ||||||
Prepaid Expense and Other Current Assets | 1,744 | 1,744 | 1,645 | ||||
Measurement Period Adjustment, Prepaid Expenses and Other Current Assets | 99 | ||||||
Property and Equipment | 54,501 | 54,501 | 54,501 | ||||
Measurement Period Adjustment, Property and Equipment | 0 | ||||||
Other Assets | 280 | 280 | 280 | ||||
Measurement Period Adjustment, Other Assets | 0 | ||||||
Goodwill | 43,585 | 43,585 | 45,851 | ||||
Goodwill, Purchase Accounting Adjustments | (2,266) | ||||||
Total assets | 256,405 | 256,405 | 258,570 | ||||
Measurement Period Adjustment, Total Assets | (2,165) | ||||||
Liabilities | 38,910 | 38,910 | 39,510 | ||||
Measurement Period Adjustment, Liabilities | (600) | ||||||
Total purchase price | 217,495 | 217,495 | 219,060 | ||||
Measurement Period Adjustment, Total purchase price | (1,565) | ||||||
Haddon House Food Products, Inc. [Member] | Customer Lists | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Finite Lived Intangible Assets | $ 62,700 | 62,700 | 62,700 | ||||
Measurement Period Adjustment, Intangibles | 0 | ||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||||
Haddon House Food Products, Inc. [Member] | Trade Names [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Finite Lived Intangible Assets | $ 700 | 700 | 700 | ||||
Measurement Period Adjustment, Intangibles | 0 | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Haddon House Food Products, Inc. [Member] | Noncompete Agreements [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Finite Lived Intangible Assets | $ 700 | 700 | 700 | ||||
Measurement Period Adjustment, Intangibles | 0 | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||
Trademarks [Member] | Haddon House Food Products, Inc. [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Other Intangible Assets | $ 2,000 | 2,000 | $ 2,000 | ||||
Measurement Period Adjustment, Intangibles | $ 0 |
RESTRUCTURING ACTIVITIES AND 29
RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 29, 2017 | Apr. 29, 2017 | Apr. 30, 2016 | Apr. 29, 2017 | Apr. 30, 2016 | Jul. 29, 2017 | Jul. 30, 2016 | |
Restructuring Costs [Abstract] | |||||||
Restructuring and asset impairment expenses | $ 3,946 | $ 0 | $ 3,946 | $ 4,794 | |||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | $ 4,865 | ||||||
Payments for Restructuring | (4,847) | ||||||
Restructuring Reserve | 18 | 18 | |||||
2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | 3,946 | ||||||
Payments for Restructuring | (824) | ||||||
Restructuring Reserve | 3,122 | 3,122 | |||||
Employee Severance [Member] | Cost Saving Measures [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | 3,443 | ||||||
Payments for Restructuring | (3,429) | ||||||
Restructuring Reserve | 14 | 14 | |||||
Employee Severance [Member] | 2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | 3,688 | ||||||
Payments for Restructuring | (795) | ||||||
Restructuring Reserve | 2,893 | 2,893 | |||||
Employee Severance [Member] | Earth Origins Market [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | 41 | ||||||
Payments for Restructuring | (37) | ||||||
Restructuring Reserve | 4 | 4 | |||||
Facility Closing [Member] | Cost Saving Measures [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | 368 | ||||||
Payments for Restructuring | (368) | ||||||
Restructuring Reserve | 0 | 0 | |||||
Facility Closing [Member] | 2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | 258 | ||||||
Payments for Restructuring | (29) | ||||||
Restructuring Reserve | 229 | 229 | |||||
Facility Closing [Member] | Earth Origins Market [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | 443 | ||||||
Payments for Restructuring | (443) | ||||||
Restructuring Reserve | 0 | 0 | |||||
Operational Transfer Costs [Member] | Cost Saving Measures [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | $ 570 | ||||||
Payments for Restructuring | (570) | ||||||
Restructuring Reserve | $ 0 | $ 0 | |||||
Scenario, Forecast [Member] | Maximum | 2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | $ 4,000 | $ 7,900 | |||||
Scenario, Forecast [Member] | Minimum | 2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 29, 2017 | |||||||
Restructuring Charges | $ 3,000 | $ 6,900 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Apr. 29, 2017 | Apr. 30, 2016 | Apr. 29, 2017 | Apr. 30, 2016 | |
Reconciliation of the basic and diluted number of shares used in computing earnings per share: | ||||
Basic weighted average shares outstanding | 50,601,000 | 50,350,000 | 50,554,000 | 50,290,000 |
Net effect of dilutive stock awards based upon the treasury stock method | 200,000 | 29,000 | 164,000 | 70,000 |
Diluted weighted average shares outstanding | 50,801,000 | 50,379,000 | 50,718,000 | 50,360,000 |
Anti-dilutive share-based payment awards outstanding (in shares) | 40,023 | 146,844 | 38,762 | 100,048 |
FAIR VALUE MEASUREMENTS OF FI31
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 24, 2016 | Jun. 09, 2016 | Jan. 23, 2015 | Apr. 29, 2017 | Jul. 30, 2016 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest Rate Derivative Liabilities, at Fair Value | $ (143) | $ (5,917) | |||
Interest Rate Derivative Assets, at Fair Value | 2,854 | ||||
Long term debt, including current portion, carrying value | 164,911 | 173,593 | |||
Long term debt, including current portion, fair value | $ 171,802 | $ 182,790 | |||
Interest Rate Swap January 23, 2015 [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, Maturity Date | Aug. 3, 2022 | ||||
Derivative, Forward Interest Rate | 1.795% | ||||
Derivative, Notional Amount | $ 125,000 | ||||
Interest Rate Swap June 9, 2016 [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, Maturity Date | Jun. 9, 2019 | ||||
Derivative, Forward Interest Rate | 0.8725% | ||||
Derivative, Notional Amount | $ 50,000 | ||||
Interest Rate Swap June 9, 2016 [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, Maturity Date | Apr. 29, 2021 | ||||
Derivative, Forward Interest Rate | 1.065% | ||||
Derivative, Notional Amount | $ 25,000 | ||||
Interest Rate Swap June 24, 2016 [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, Maturity Date | Jun. 24, 2019 | ||||
Derivative, Forward Interest Rate | 0.7265% | ||||
Derivative, Notional Amount | $ 50,000 | ||||
Interest Rate Swap June 24, 2016 [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, Maturity Date | Apr. 29, 2021 | ||||
Derivative, Forward Interest Rate | 0.926% | ||||
Derivative, Notional Amount | $ 25,000 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 29, 2017 | Apr. 30, 2016 | Apr. 29, 2017 | Apr. 30, 2016 | Jul. 30, 2016 | |
Business segment information | |||||
Net sales | $ 2,369,556 | $ 2,132,104 | $ 6,933,438 | $ 6,256,465 | |
Restructuring and asset impairment expenses | 3,946 | 0 | 3,946 | 4,794 | |
Operating income (loss) | 64,946 | 66,016 | 164,556 | 161,623 | |
Interest expense | 4,225 | 4,384 | 13,188 | 11,734 | |
Interest income | (82) | (487) | (278) | (1,037) | |
Other expense (income), net | 478 | (557) | 760 | 373 | |
Income before income taxes | 60,325 | 62,676 | 150,886 | 150,553 | |
Depreciation and amortization | 21,472 | 18,120 | 63,930 | 50,967 | |
Capital expenditures | 17,330 | 8,601 | 40,004 | 29,073 | |
Goodwill | 369,166 | 319,332 | 369,166 | 319,332 | $ 366,168 |
Total assets | 2,920,587 | 2,645,932 | 2,920,587 | 2,645,932 | $ 2,852,155 |
Wholesale | |||||
Business segment information | |||||
Net sales | 2,353,723 | 2,111,695 | 6,885,912 | 6,200,668 | |
Restructuring and asset impairment expenses | 2,874 | 0 | 2,874 | 2,811 | |
Operating income (loss) | 67,273 | 62,712 | 178,498 | 168,144 | |
Interest expense | 0 | 0 | 0 | 0 | |
Interest income | 0 | 0 | 0 | 0 | |
Other expense (income), net | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 20,559 | 17,395 | 61,837 | 48,950 | |
Capital expenditures | 16,412 | 8,340 | 38,016 | 27,637 | |
Goodwill | 351,141 | 301,600 | 351,141 | 301,600 | |
Total assets | 2,746,648 | 2,475,054 | 2,746,648 | 2,475,054 | |
Other | |||||
Business segment information | |||||
Net sales | 67,538 | 70,217 | 176,655 | 181,709 | |
Restructuring and asset impairment expenses | 1,072 | 0 | 1,072 | 1,983 | |
Operating income (loss) | (1,117) | 3,780 | (12,803) | (5,158) | |
Interest expense | 0 | 0 | 0 | 0 | |
Interest income | 0 | 0 | 0 | 0 | |
Other expense (income), net | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 913 | 725 | 2,093 | 2,017 | |
Capital expenditures | 918 | 261 | 1,988 | 1,436 | |
Goodwill | 18,025 | 17,732 | 18,025 | 17,732 | |
Total assets | 213,180 | 192,282 | 213,180 | 192,282 | |
Eliminations | |||||
Business segment information | |||||
Net sales | (51,705) | (49,808) | (129,129) | (125,912) | |
Restructuring and asset impairment expenses | 0 | 0 | 0 | 0 | |
Operating income (loss) | (1,210) | (476) | (1,139) | (1,363) | |
Interest expense | 0 | 0 | 0 | 0 | |
Interest income | 0 | 0 | 0 | 0 | |
Other expense (income), net | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Capital expenditures | 0 | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | 0 | |
Total assets | (39,241) | (21,404) | (39,241) | (21,404) | |
Unallocated | |||||
Business segment information | |||||
Net sales | 0 | 0 | 0 | 0 | |
Restructuring and asset impairment expenses | 0 | 0 | 0 | 0 | |
Operating income (loss) | 0 | 0 | 0 | 0 | |
Interest expense | 4,225 | 4,384 | 13,188 | 11,734 | |
Interest income | 82 | 487 | 278 | 1,037 | |
Other expense (income), net | (478) | 557 | (760) | (373) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Capital expenditures | 0 | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | 0 | |
Total assets | $ 0 | $ 0 | $ 0 | $ 0 |
ACCRUED EXPENSES AND OTHER CU33
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Apr. 29, 2017 | Jul. 30, 2016 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Accrued salaries and employee benefits | $ 54,776 | $ 58,832 |
Workers' compensation and automobile liabilities | 21,424 | 23,448 |
Interest rate swap liability | 143 | 5,917 |
Other | 75,442 | 74,241 |
Accrued expenses and other current liabilities | $ 151,785 | $ 162,438 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) $ in Thousands | Apr. 30, 2016quarter | Apr. 29, 2017USD ($) | Jul. 30, 2016USD ($) | Apr. 29, 2016USD ($) | May 28, 2014 |
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Fee Amount | 0.125% | ||||
Notes Payable | $ 304,187 | $ 426,519 | |||
CANADA | |||||
Line of Credit Facility [Line Items] | |||||
Maximum Borrowing Base | $ 50,000 | ||||
UNITED STATES | |||||
Line of Credit Facility [Line Items] | |||||
Maximum Borrowing Base | 850,000 | ||||
Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Maximum Borrowing Base | 10,000 | ||||
Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Maximum Borrowing Base | 600,000 | ||||
Amended and restated revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | ||||
Debt Instrument, Covenant Fixed Charge Coverage Ratio Minimum, Numerator | 1 | ||||
Debt Instrument, Covenant Fixed Charge Coverage Ratio Minimum, Denominator | 1 | ||||
Line of Credit Facility, Maximum Percentage of Aggregate Availability of the Aggregate Borrowing Base | 10.00% | ||||
Amended and restated revolving credit facility | UNITED STATES | Federal Funds Effective Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | federal funds effective rate | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Amended and restated revolving credit facility | UNITED STATES | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | ||||
initial applicable margin | 1.25% | ||||
Amended and restated revolving credit facility | UNITED STATES | One-month LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | one-month LIBOR | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||
Amended and restated revolving credit facility | UNITED STATES | Reuters Canadian Deposit Offering Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | Reuters Canadian Deposit Offering Rate ("CDOR") | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Amended and restated revolving credit facility | UNITED STATES | Debt Instrument Variable Rate Bankers Acceptance Equivalent for One Month Interest Period [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | bankers' acceptance equivalent rate for a one month interest period | ||||
Amended and restated revolving credit facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility Percentage of Average Daily Balance of Amount Used | 25.00% | ||||
Line of Credit Facility, Maximum Aggregate Availability of the Aggregate Borrowing Base | $ 60,000 | ||||
Amended and restated revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Fixed Charge Coverage Ratio, Number of Quarters | quarter | 4 | ||||
Line of Credit, Amount of Reserves Affecting Current, Borrowing Capacity | 5,900 | ||||
Line of Credit Facility, Current Borrowing Capacity | 882,900 | ||||
Letters of Credit Outstanding, Amount | 35,800 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 542,900 | ||||
Amended and restated revolving credit facility | CANADA | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||
Amended and restated revolving credit facility | UNITED STATES | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||
Debt Instrument Variable Rate One Month LIBOR [Member] | Amended and restated revolving credit facility | UNITED STATES | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
Debt Instrument, Variable Rate LIBOR [Member] | Amended and restated revolving credit facility | UNITED STATES | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument Initial Applicable Margin | 1.25% |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 29, 2017 | Apr. 30, 2016 | Apr. 29, 2017 | Apr. 30, 2016 | Jul. 30, 2016 | Aug. 14, 2014 | |
Long-term debt instrument | ||||||
Repayments of Long-term Debt | $ 8,531 | $ 8,320 | ||||
Long term debt, including current portion, carrying value | $ 164,911 | 164,911 | $ 173,593 | |||
Interest expense | 4,225 | $ 4,384 | 13,188 | 11,734 | ||
Term loan | ||||||
Long-term debt instrument | ||||||
Repayments of Long-term Debt | 2,500 | |||||
Long term debt, including current portion, carrying value | 121,000 | 121,000 | ||||
Capital lease obligation | ||||||
Long-term debt instrument | ||||||
Interest Expense, Lessee, Assets under Capital Lease | $ 400 | 400 | $ 1,200 | 1,300 | ||
Lease Term | 10 years | |||||
Effective interest rate on debt | 12.05% | 12.05% | ||||
Capital Lease Obligation | $ 13,300 | $ 13,300 | ||||
Sale Leaseback Financing Obligation | ||||||
Long-term debt instrument | ||||||
Long term debt, including current portion, carrying value | $ 30,700 | $ 30,700 | ||||
Effective interest rate on debt | 7.32% | 7.32% | ||||
Interest expense | $ 600 | $ 600 | $ 1,700 | $ 1,800 | ||
Minimum | Term loan | ||||||
Long-term debt instrument | ||||||
Long term debt, including current portion, carrying value | 10,000 | 10,000 | ||||
Maximum | Term loan | ||||||
Long-term debt instrument | ||||||
Long term debt, including current portion, carrying value | $ 50,000 | $ 50,000 | ||||
Base Rate [Member] | Term loan | ||||||
Long-term debt instrument | ||||||
initial applicable margin | 0.75% | |||||
Federal Funds Effective Swap Rate [Member] | Term loan | ||||||
Long-term debt instrument | ||||||
Debt Instrument, Description of Variable Rate Basis | overnight federal funds effective rate | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
One-month LIBOR | Term loan | ||||||
Long-term debt instrument | ||||||
Debt Instrument, Description of Variable Rate Basis | one-month LIBOR | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||
LIBOR | Term loan | ||||||
Long-term debt instrument | ||||||
Debt Instrument, Description of Variable Rate Basis | one, two, three or six months or, if approved by all affected lenders, nine months | |||||
initial applicable margin | 1.75% | |||||
Term loan | ||||||
Long-term debt instrument | ||||||
Proceeds from borrowings of long-term debt | $ 150,000 | |||||
Term loan | Minimum | ||||||
Long-term debt instrument | ||||||
Proceeds from Issuance of Debt | $ 10,000 | |||||
Term loan | Maximum | ||||||
Long-term debt instrument | ||||||
Proceeds from Issuance of Debt | $ 50,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | 3 Months Ended |
Jul. 29, 2017USD ($) | |
Scenario, Forecast [Member] | |
Subsequent Event [Line Items] | |
Gain (Loss) on Investments | $ 6.1 |