Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 28, 2018 | May 30, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | UNITED NATURAL FOODS INC | |
Entity Central Index Key | 1,020,859 | |
Current Fiscal Year End Date | --07-28 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Apr. 28, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 50,458,534 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 28, 2018 | Jul. 29, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 21,758 | $ 15,414 |
Accounts receivable, less allowances of $18,185 and $13,939 | 635,190 | 525,636 |
Inventories | 1,195,860 | 1,031,690 |
Deferred income taxes | 0 | 40,635 |
Prepaid expenses and other current assets | 41,953 | 49,295 |
Total current assets | 1,894,761 | 1,662,670 |
Property & equipment, net | 574,197 | 602,090 |
Other assets: | ||
Goodwill | 362,916 | 371,259 |
Intangible assets, less accumulated amortization of $60,888 and $49,926 | 196,979 | 208,289 |
Other assets | 49,993 | 42,255 |
Total assets | 3,078,846 | 2,886,563 |
Current liabilities: | ||
Accounts payable | 543,631 | 534,616 |
Accrued expenses and other current liabilities | 176,127 | 157,243 |
Current portion of long-term debt | 12,423 | 12,128 |
Total current liabilities | 732,181 | 703,987 |
Notes payable | 329,000 | 223,612 |
Deferred income taxes | 37,348 | 98,833 |
Other long-term liabilities | 27,274 | 28,347 |
Long-term debt, excluding current portion | 140,740 | 149,863 |
Total liabilities | 1,266,543 | 1,204,642 |
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; 51,006 shares issued and 50,441 shares outstanding at April 28, 2018, 50,622 shares issued and outstanding at July 29, 2017 | 510 | 506 |
Additional paid-in capital | 479,220 | 460,011 |
Treasury Stock, Common, Value | (22,237) | 0 |
Accumulated other comprehensive loss | (12,634) | (13,963) |
Retained earnings | 1,367,444 | 1,235,367 |
Total stockholders’ equity | 1,812,303 | 1,681,921 |
Total liabilities and stockholders’ equity | $ 3,078,846 | $ 2,886,563 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Apr. 28, 2018 | Jul. 29, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance (in dollars) | $ 18,185 | $ 13,939 |
Intangible assets, accumulated amortization (in dollars) | $ 60,888 | $ 49,926 |
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 | 51,006 | 50,622 |
Common stock, outstanding shares | 50,441 | 50,622 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 28, 2018 | Apr. 29, 2017 | Apr. 28, 2018 | Apr. 29, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,648,879 | $ 2,369,556 | $ 7,634,435 | $ 6,933,438 |
Cost of sales | 2,240,792 | 2,003,195 | 6,487,610 | 5,873,116 |
Gross profit | 408,087 | 366,361 | 1,146,825 | 1,060,322 |
Operating expenses | 325,779 | 297,469 | 957,964 | 891,820 |
Restructuring and asset impairment expenses | 151 | 3,946 | 11,393 | 3,946 |
Total operating expenses | 325,930 | 301,415 | 969,357 | 895,766 |
Operating income | 82,157 | 64,946 | 177,468 | 164,556 |
Other expense (income): | ||||
Interest expense | 4,468 | 4,225 | 12,368 | 13,188 |
Interest income | (121) | (82) | (308) | (278) |
Other expense (income), net | (24) | 478 | (1,305) | 760 |
Total other expense, net | 4,323 | 4,621 | 10,755 | 13,670 |
Income before income taxes | 77,834 | 60,325 | 166,713 | 150,886 |
Provision for income taxes | 25,943 | 23,738 | 33,831 | 59,600 |
Net income | $ 51,891 | $ 36,587 | $ 132,882 | $ 91,286 |
Basic per share data: | ||||
Net income (usd per share) | $ 1.03 | $ 0.72 | $ 2.63 | $ 1.81 |
Weighted average basic shares of common stock outstanding | 50,424 | 50,601 | 50,563 | 50,554 |
Diluted per share data: | ||||
Net income (usd per share) | $ 1.02 | $ 0.72 | $ 2.61 | $ 1.80 |
Weighted average diluted shares of common stock outstanding | 50,751 | 50,801 | 50,816 | 50,718 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 28, 2018 | Apr. 29, 2017 | Apr. 28, 2018 | Apr. 29, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 51,891 | $ 36,587 | $ 132,882 | $ 91,286 |
Other comprehensive income (loss): | ||||
Fair value of swap agreements, net of tax | 729 | 125 | 3,649 | 5,203 |
Foreign currency translation adjustments | (3,159) | (2,611) | (2,320) | (3,231) |
Total other comprehensive income (loss) | (2,430) | (2,486) | 1,329 | 1,972 |
Total comprehensive income | $ 49,461 | $ 34,101 | $ 134,211 | $ 93,258 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Treasury Stock, Common, Value | $ 0 | ||||
Beginning Balance (shares) at Jul. 29, 2017 | 50,622,000 | 50,622,000 | |||
Beginning Balance at Jul. 29, 2017 | $ 1,681,921 | $ 506 | $ 460,011 | $ (13,963) | $ 1,235,367 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cumulative effect of change in accounting principle | (805) | ||||
Stock option exercises and restricted stock vestings, net of tax | 384,000 | ||||
Stock option exercises and restricted stock vestings, net of tax | (3,920) | $ 4 | (3,924) | ||
Share-based compensation | $ 21,712 | 21,712 | |||
Treasury Stock, Shares, Acquired | 564,660 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ (22,237) | ||||
Adjustments to Additional Paid in Capital, Other | 107 | ||||
Fair value of swap agreements, net of tax | 3,649 | 3,649 | |||
Foreign currency translation adjustments | (2,320) | (2,320) | |||
Net income | $ 132,882 | 132,882 | |||
Ending Balance (shares) at Apr. 28, 2018 | 50,441,000 | 51,006,000 | |||
Ending Balance at Apr. 28, 2018 | $ 1,812,303 | $ 510 | $ 479,220 | $ (12,634) | $ 1,367,444 |
Treasury Stock, Shares | 565,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Treasury Stock, Common, Value | $ (22,237) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 28, 2018 | Apr. 29, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 132,882 | $ 91,286 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 65,982 | 63,930 |
Share-based compensation | 21,712 | 18,702 |
Loss on disposals of property and equipment | 111 | 825 |
Gain associated with disposal of investments | 699 | 0 |
Excess tax deficit from share-based payment arrangements | 0 | 1,403 |
Restructuring and asset impairment | 3,370 | 711 |
Goodwill impairment | 7,872 | 0 |
Deferred income taxes | (21,866) | (160) |
Change in accounting estimate | (20,909) | 0 |
Provision for doubtful accounts | 8,805 | 4,847 |
Non-cash interest expense | 594 | 79 |
Changes in assets and liabilities, net of acquired businesses: | ||
Accounts receivable | (119,149) | (61,820) |
Inventories | (165,049) | (19,758) |
Prepaid expenses and other assets | 10,317 | (9,135) |
Accounts payable | 6,396 | 79,023 |
Accrued expenses and other liabilities | 14,465 | (6,836) |
Net cash (used in) provided by operating activities | (55,166) | 163,097 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (29,646) | (40,004) |
Purchase of businesses, net of cash acquired | (29) | (9,198) |
Proceeds from disposals of property and equipment | 47 | 34 |
Proceeds from disposal of investments | 756 | 0 |
Long-term investment | (3,397) | (2,000) |
Net cash used in investing activities | (32,269) | (51,168) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (9,043) | (8,531) |
Payments for Repurchase of Common Stock | (22,237) | 0 |
Proceeds from borrowings under revolving credit line | 500,061 | 154,412 |
Repayments of borrowings under revolving credit line | (394,671) | (276,443) |
Increase in bank overdraft | 23,890 | 19,075 |
Proceeds from exercise of stock options | 602 | 165 |
Payment of employee restricted stock tax withholdings | (4,522) | (1,295) |
Excess tax deficit from share-based payment arrangements | 0 | (1,403) |
Capitalized debt issuance costs | 0 | (180) |
Net cash provided by (used in) financing activities | 94,080 | (114,200) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (301) | (203) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,344 | (2,474) |
Cash and cash equivalents at beginning of period | 15,414 | 18,593 |
Cash and cash equivalents at end of period | 21,758 | 16,119 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 12,368 | 13,188 |
Cash paid for federal and state income taxes, net of refunds | $ 45,021 | $ 58,199 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 28, 2018 | |
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. However, the results of operations for interim periods 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 29, 2017 . 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 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, amortization expense, and depreciation expense related to the wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, including the financing obligation related to our Aurora, Colorado distribution center and the lease for office space for our corporate headquarters in Providence, Rhode Island, 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 $148.4 million and $129.2 million for the third quarter of fiscal 2018 and 2017 , respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $432.8 million and $385.1 million for the first 39 weeks of fiscal 2018 and 2017 , respectively. (c) Change in Accounting Estimate The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires the Company to make estimates and judgments that affect the amounts reported in its condensed consolidated financial statements and the accompanying notes. Actual results may differ materially from the Company's estimates. The Company has experienced growth in customer demand since the start of fiscal 2018 and for the 13 and 39-week periods ended April 28, 2018, net sales increased approximately 11.8% and 10.1% , respectively, when compared to the comparable periods in fiscal 2017. Additionally, inventories have increased approximately 15.9% since July 29, 2017 . During the first quarter of fiscal 2018, the Company opened its shared services center which established a centralized processing function for certain of its legal entities. As a result of the aforementioned growth in net sales and inventory and the changes in processing and the resulting increase in the Company’s estimate of its accrual for inventory purchases the Company initiated a review of its vendor invoicing processes and undertook a review of its estimate of its accrual for inventory purchases. The Company typically generates purchase orders to initiate the procurement process for the products it sells, and orders are subsequently fulfilled by suppliers and delivered to the Company. In certain situations, inventory purchased by the Company may be delivered to the Company prior to the supplier sending the Company an associated invoice. When the Company receives inventory from a supplier before the supplier invoice is received, the Company customarily accrues for liabilities associated with this received but not invoiced inventory as its accrual for inventory purchases. During the 13 and 39-week periods ended April 28, 2018 the Company experienced an increased volume in its accrual for inventory purchases. When the Company receives a vendor invoice subsequent to a period end, the invoice is reconciled to the accrual for inventory purchases account. Due to the large volumes of orders and SKUs, and pricing and quantity differences between the vendor invoice and the Company’s records, at times only a portion of the accrual for inventory purchases is able to be matched to the vendor invoice. Historically, the Company relieved any unresolved and partially matched amounts in its accrual for inventory purchases following when such amounts were substantially matched or aged past twelve months as it was determined that a liability was no longer considered probable at that point. In the third quarter of fiscal 2018, the Company finalized its analysis and review of its accrual for inventory purchases, including a historical data analysis of unmatched and partially matched amounts that were aged greater than twelve months and the ultimate resolution of such aged accruals. Based on its analysis, the Company determined that it could reasonably estimate the outcome of its partially matched vendor invoices upon receipt of such invoice rather than when the amount was aged greater than twelve months and a liability was no longer considered probable. As a result of this change in estimate, accounts payable was reduced by $20.9 million , resulting in an increase to net income of $13.9 million , or $0.27 per diluted share, for both the 13 and 39-weeks ended April 28, 2018 . |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Apr. 28, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. This ASU is effective for all entities for annual and interim 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 December 2017, the United States ("U.S.") government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “TCJA”). The SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cut and Jobs Act ("SAB 118"), which provides guidance on accounting for the tax effects of the TCJA. Refer to Note 8, Income Taxes, for disclosure regarding the Company’s implementation of SAB 118. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which changes the recognition and presentation requirements of hedge accounting, including eliminating the requirement to separately measure and report hedge ineffectiveness and presenting all items that affect earnings in the same income statement line item as the hedged item. The ASU also provides new alternatives for applying hedge accounting to additional hedging strategies, measuring the hedged item in fair value hedges of interest rate risk, reducing the cost and complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method and reducing the risk of a material error correction if a company applies the shortcut method inappropriately. This ASU is effective for public companies 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, however, the Company plans to early adopt this standard in the fourth quarter of fiscal 2018. In March 2016, the FASB issued ASU 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 has changed 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 Company adopted the new standard in the first quarter of fiscal 2018. Accordingly, the Company will account for excess tax benefits or tax deficiencies related to share-based payments in its provision for income taxes as opposed to additional paid-in capital. The Company recognized a de minimis amount of income tax benefit related to excess tax benefits for share-based payments for the 13-week period ended April 28, 2018 and $0.9 million of income tax expense related to tax deficiencies for share-based payments for the 39-week period ended April 28, 2018 . In addition, the Company elected to account for forfeitures as they occur and recorded a cumulative adjustment to retained earnings and additional paid-in capital as of July 30, 2017, the first day of fiscal 2018, of approximately $0.8 million and $1.3 million , respectively. 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. This ASU will require the Company to recognize most current operating lease obligations as right-of-use assets with a corresponding liability based on the present value of future operating leases, which the Company believes will result in a significant impact to its consolidated balance sheets. 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. The Company expects to adopt this standard in the first quarter of fiscal 2020 and has begun an initial assessment plan to determine the impacts of this ASU on the Company's consolidated financial statements and any necessary changes to our accounting policies, processes and controls, and, if required, our systems. 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 was the first quarter of fiscal 2018. The Company adopted this guidance on a prospective basis in the first quarter of fiscal 2018 and it resulted in a reclassification from current deferred income tax assets to noncurrent deferred income tax liabilities of $40.6 million . All future adjustments will be reported as noncurrent. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, (Topic 606) , which has been updated by multiple amending ASUs and supersedes existing revenue recognition requirements. 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. Additionally, the ASU requires new, enhanced quantitative and qualitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. 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 adoption methods: (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 application with the cumulative effect of adopting the guidance recognized as of the date of initial application (“modified retrospective method”). The Company will adopt this new guidance in the first quarter of fiscal 2019 and preliminarily expects to use the modified retrospective method. The Company substantially completed its assessment of the new standard in the third quarter of fiscal 2018. The Company’s assessment work consisted of scoping of revenue streams, reviewing contracts with customers, and documenting the accounting analysis and conclusions of the impacts of the ASU on the Company’s wholesale distribution and other segments. We are currently quantifying the impact of adoption and developing new policies, procedures, and internal controls for the adoption and recognition of revenue under the ASU. The Company currently believes it has isolated its areas of impact resulting from the adoption of the new standard, which include the sale of certain private label products to customers where the Company has no alternative use and has an enforceable right to payment for performance completed to date. Under the new standard, revenue for these sales will be recognized over time as opposed to at a point in time under the Company’s current policies. Although the quantification of impacts is ongoing, as a result of its assessment work to date, the Company does not expect a material quantitative impact to its consolidated financial statements as a result of adoption of the new standard. The Company expects to complete its evaluation of the new standard in the fourth quarter of fiscal 2018, which will include quantification of the impacts upon adoption and the impact to the Company’s footnote disclosures. |
ACQUISITIONS ACQUISITIONS (Note
ACQUISITIONS ACQUISITIONS (Notes) | 9 Months Ended |
Apr. 28, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS [Text Block] | ACQUISITIONS Wholesale Segment - Wholesale Distribution Acquisition 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 . 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. During the first quarter of fiscal 2018, the Company recorded an increase to goodwill of approximately $0.2 million with a decrease to prepaid expenses. The goodwill of $10.3 million represents the future economic benefits expected to arise that could not be individually identified and separately recognized. During the first quarter of fiscal 2018, the Company finalized its purchase accounting related to the Gourmet Guru acquisition. Operations 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. The Company has not furnished pro forma financial information relating to this acquisition as such information is not material to the Company's financial results. |
RESTRUCTURING ACTIVITIES AND AS
RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS | 9 Months Ended |
Apr. 28, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS 2018 Earth Origins Market. During the second quarter of fiscal 2018, the Company recorded restructuring and asset impairment expenses of $11.4 million related to the Company's Earth Origins Market retail business. The Company made the decision in the second quarter of fiscal 2018 to close three non-core, under-performing stores of its total twelve stores which resulted in restructuring costs of $0.2 million related to severance and closure costs. Based on the decision to close these stores, coupled with the decline in results in the first half of fiscal 2018 and the future outlook as a result of competitive pressure, the Company determined that both a test for recoverability of long-lived assets and a goodwill impairment analysis should be performed. The determination of the need for a goodwill analysis was based on the assertion that it was more likely than not that the fair value of the reporting unit was below its carrying amount. As a result of both these analyses, the Company recorded a total impairment charge of $3.3 million on long-lived assets and $7.9 million to goodwill, respectively. Both of these charges were recorded in the Company's "Other" segment in the second quarter of fiscal 2018. The Company did not record any charges during the third quarter of fiscal 2018, but expects to incur additional restructuring charges primarily related to future exit costs of approximately $1.4 million during the fourth quarter of fiscal 2018. The following is a summary of the restructuring costs the Company recorded related to Earth Origins Market in fiscal 2018, the payments and other adjustments related to these costs and the remaining liability as of April 28, 2018 (in thousands): Restructuring Costs Recorded in Fiscal 2018 Payments and Other Adjustments Restructuring Cost Liability as of April 28, 2018 Severance and closure costs $ 245 $ (17 ) $ 228 2017 Cost Saving and Efficiency Initiatives. During 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. The Company recorded total restructuring costs of $6.9 million during the fiscal year ended July 29, 2017, all of which was recorded in the second half of fiscal 2017. Of the total restructuring costs recorded, $6.6 million was primarily related to severance and other employee separation and transition costs and $0.3 million was due to an early lease termination and facility closing costs for the Company's Gourmet Guru facility in Bronx, New York. During fiscal 2018 the Company performed an analysis on the remaining restructuring cost liability and as a result, recorded a benefit of $0.2 million during the second quarter of fiscal 2018 and expense of $0.2 million during the third quarter of fiscal 2018. These items are included in "payments and other adjustments" in the table below. The following is a summary of the restructuring costs the Company recorded in fiscal 2017, the payments and other adjustments related to these costs and the remaining liability as of April 28, 2018 (in thousands): Restructuring Costs Recorded in Fiscal 2017 Payments and Other Adjustments Restructuring Cost Liability as of April 28, 2018 Severance and other employee separation and transition costs $ 6,606 $ (5,730 ) $ 876 Early lease termination and facility closing costs 258 (258 ) — Total $ 6,864 $ (5,988 ) $ 876 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Apr. 28, 2018 | |
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 28, April 29, April 28, April 29, Basic weighted average shares outstanding 50,424 50,601 50,563 50,554 Net effect of dilutive stock awards based upon the treasury stock method 327 200 253 164 Diluted weighted average shares outstanding 50,751 50,801 50,816 50,718 For the third quarter s of fiscal 2018 and fiscal 2017 , there were 84,551 and 40,023 anti-dilutive share-based awards outstanding, respectively. For the first 39 weeks of fiscal 2018 and 2017 , there were 95,690 and 38,762 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. 28, 2018 | |
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 28, 2018 , 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 $ 115.0 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 28, 2018 and are reflected at their fair value of $7.4 million included in "Other Assets" 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 2018 . The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. Financial Instruments The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis as of April 28, 2018 and July 29, 2017 : Fair Value at April 28, 2018 Fair Value at July 29, 2017 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Interest Rate Swap — $ 7,388 — — $ 2,491 — Liabilities: Interest Rate Swap — — — — (308 ) — The fair value of the Company's other financial instruments including 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 28, 2018 July 29, 2017 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities: Long-term debt, including current portion $ 153,163 $ 158,886 $ 161,991 $ 169,058 |
TREASURY STOCK (Notes)
TREASURY STOCK (Notes) | 9 Months Ended |
Apr. 28, 2018 | |
Equity, Class of Treasury Stock [Line Items] | |
Treasury Stock [Text Block] | TREASURY STOCK On October 6, 2017, the Company announced that its Board of Directors authorized a share repurchase program for up to $200.0 million of the Company’s outstanding common stock. The repurchase program is scheduled to expire upon the Company’s repurchase of shares of the Company’s common stock having an aggregate purchase price of $200.0 million . Repurchases will be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions, or otherwise. The Company may also implement all or part of the repurchase program pursuant to a plan or plans meeting the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Under this program, there were no shares of the Company's common stock purchased by the Company in the third quarter of fiscal 2018 and 564,660 shares of the Company's common stock were purchased at an aggregate cost of $22.2 million in the 39-week period ended April 28, 2018 . The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. |
INCOME TAXES (Notes)
INCOME TAXES (Notes) | 9 Months Ended |
Apr. 28, 2018 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES Effects of the Tax Cuts and Jobs Act New tax legislation, commonly referred to as the Tax Cuts and Jobs Act ("TCJA"), was enacted on December 22, 2017. ASC 740, Accounting for Income Taxes , requires companies to recognize the effect of tax law changes in the period of enactment even though the effective date for most TCJA provisions is for tax years beginning after December 31, 2017. Though certain key aspects of the new law were effective January 1, 2018 and have an immediate accounting effect, other significant provisions are not effective or may not result in accounting effects for the Company until its fiscal year beginning July 29, 2018. Given the significance of the legislation, the SEC staff issued SAB 118, which allows registrants to record provisional amounts concerning TCJA impacts during a one year “measurement period” similar to that used when accounting for business combinations. The measurement period is deemed to have ended earlier when the registrant has obtained, prepared and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared or analyzed. SAB 118 summarizes a process to be applied at each reporting period to account for and qualitatively disclose: (1) the effects of the change in tax law for which accounting is complete; (2) provisional amounts (or adjustments to provisional amounts) for the effects of the tax law where accounting is not complete, but that a reasonable estimate has been determined; and (3) a reasonable estimate cannot yet be made and therefore taxes are reflected in accordance with the law prior to the enactment of the TCJA. Provisional estimates were recorded during the second quarter of fiscal 2018 for the estimated impact of the TCJA based on information that was available to the Company. These provisional estimates are comprised of amounts (including the tax basis of assets and liabilities) that will be finalized in connection with the Company's July 2017 tax returns, a rate reduction for fiscal 2018 to a 27% blended federal tax rate, a re-measurement of deferred tax balances to the new statutory 21% rate and the one-time mandatory repatriation transition tax. The Company estimates that the re-measurement of deferred taxes resulted in a provisional $20.9 million net benefit through the end of the third quarter of fiscal 2018 and the repatriation transition tax has an immaterial impact because of foreign tax credits available to the Company. As the Company completes its analysis of the TCJA, changes may be made to provisional estimates, and such changes will be reflected in the period in which the related adjustments are made. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Apr. 28, 2018 | |
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, and salaries, retainers, and other related expenses of certain officers and all directors. Non-operating expenses that are not allocated to the operating divisions are under the caption of “Unallocated (Income)/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. The following table reflects business segment information for the periods indicated (in thousands): Wholesale Other Eliminations Unallocated (Income)/Expenses Consolidated 13-Week Period Ended April 28, 2018: Net sales $ 2,633,024 $ 62,158 $ (46,303 ) $ — $ 2,648,879 Restructuring and asset impairment expenses — 151 — — 151 Operating income (loss) 86,633 (3,984 ) (492 ) — 82,157 Interest expense — — — 4,468 4,468 Interest income — — — (121 ) (121 ) Other, net — — — (24 ) (24 ) Income before income taxes — — — — 77,834 Depreciation and amortization 21,261 472 — — 21,733 Capital expenditures 13,694 417 — — 14,111 Goodwill 352,763 10,153 — — 362,916 Total assets 2,935,420 184,301 (40,875 ) — 3,078,846 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 Wholesale Other Eliminations Unallocated (Income)/Expenses Consolidated 39-Week Period Ended April 28, 2018: Net sales $ 7,592,352 $ 175,083 $ (133,000 ) $ — $ 7,634,435 Restructuring and asset impairment expenses 67 11,326 — — 11,393 Operating income (loss) 200,530 (25,124 ) 2,062 — 177,468 Interest expense — — — 12,368 12,368 Interest income — — — (308 ) (308 ) Other, net — — — (1,305 ) (1,305 ) Income before income taxes — — — — 166,713 Depreciation and amortization 64,237 1,745 — — 65,982 Capital expenditures 27,297 2,349 — — 29,646 Goodwill 352,763 10,153 — — 362,916 Total assets 2,935,420 184,301 (40,875 ) — 3,078,846 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 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Notes) | 9 Months Ended |
Apr. 28, 2018 | |
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 28, 2018 and July 29, 2017 consisted of the following (in thousands): April 28, July 29, Accrued salaries and employee benefits $ 63,400 $ 63,937 Workers' compensation and automobile liabilities 23,642 22,774 Interest rate swap liability — 308 Other 89,085 70,224 Total accrued expenses and other current liabilities $ 176,127 $ 157,243 |
NOTES PAYABLE (Notes)
NOTES PAYABLE (Notes) | 9 Months Ended |
Apr. 28, 2018 | |
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 in the aggregate (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 28, 2018 , the Company's borrowing base, which is calculated based on eligible accounts receivable and inventory levels, net of $4.2 million of reserves, was $887.2 million . As of April 28, 2018 , the Company had $329.0 million of borrowings outstanding under the Company's amended and restated revolving credit facility and $29.7 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 $528.5 million as of April 28, 2018 . The revolving credit facility, as amended and restated, 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 of fiscal 2018 . The 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. 28, 2018 | |
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. 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 28, 2018 , the Company was in compliance with the financial covenants of its Term Loan Agreement. As of April 28, 2018 , the Company had borrowings of $111.3 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 was originally 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 28, 2018 was $12.5 million . The Company recorded $0.4 million of interest expense during each of the third quarter s of fiscal 2018 and 2017 and $1.2 million during the first 39 weeks of both fiscal 2018 and 2017 . 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 28, 2018 was $29.4 million . The Company recorded $0.5 million and $0.6 million of interest expense related to this lease during the third quarter s of fiscal 2018 and 2017 , respectively. During the first 39 weeks of fiscal 2018 and 2017 , the Company recorded $1.6 million and $1.7 million of interest expense related to this lease, respectively. |
SIGNIFICANT ACCOUNTING POLICI20
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 28, 2018 | |
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. However, the results of operations for interim periods 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 29, 2017 . 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 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, amortization expense, and depreciation expense related to the wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, including the financing obligation related to our Aurora, Colorado distribution center and the lease for office space for our corporate headquarters in Providence, Rhode Island, 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 $148.4 million and $129.2 million for the third quarter of fiscal 2018 and 2017 , respectively. Outbound shipping and handling costs, including allocated employee benefit expenses, totaled $432.8 million and $385.1 million for the first 39 weeks of fiscal 2018 and 2017 , respectively. (c) Change in Accounting Estimate The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires the Company to make estimates and judgments that affect the amounts reported in its condensed consolidated financial statements and the accompanying notes. Actual results may differ materially from the Company's estimates. The Company has experienced growth in customer demand since the start of fiscal 2018 and for the 13 and 39-week periods ended April 28, 2018, net sales increased approximately 11.8% and 10.1% , respectively, when compared to the comparable periods in fiscal 2017. Additionally, inventories have increased approximately 15.9% since July 29, 2017 . During the first quarter of fiscal 2018, the Company opened its shared services center which established a centralized processing function for certain of its legal entities. As a result of the aforementioned growth in net sales and inventory and the changes in processing and the resulting increase in the Company’s estimate of its accrual for inventory purchases the Company initiated a review of its vendor invoicing processes and undertook a review of its estimate of its accrual for inventory purchases. The Company typically generates purchase orders to initiate the procurement process for the products it sells, and orders are subsequently fulfilled by suppliers and delivered to the Company. In certain situations, inventory purchased by the Company may be delivered to the Company prior to the supplier sending the Company an associated invoice. When the Company receives inventory from a supplier before the supplier invoice is received, the Company customarily accrues for liabilities associated with this received but not invoiced inventory as its accrual for inventory purchases. During the 13 and 39-week periods ended April 28, 2018 the Company experienced an increased volume in its accrual for inventory purchases. When the Company receives a vendor invoice subsequent to a period end, the invoice is reconciled to the accrual for inventory purchases account. Due to the large volumes of orders and SKUs, and pricing and quantity differences between the vendor invoice and the Company’s records, at times only a portion of the accrual for inventory purchases is able to be matched to the vendor invoice. Historically, the Company relieved any unresolved and partially matched amounts in its accrual for inventory purchases following when such amounts were substantially matched or aged past twelve months as it was determined that a liability was no longer considered probable at that point. In the third quarter of fiscal 2018, the Company finalized its analysis and review of its accrual for inventory purchases, including a historical data analysis of unmatched and partially matched amounts that were aged greater than twelve months and the ultimate resolution of such aged accruals. Based on its analysis, the Company determined that it could reasonably estimate the outcome of its partially matched vendor invoices upon receipt of such invoice rather than when the amount was aged greater than twelve months and a liability was no longer considered probable. As a result of this change in estimate, accounts payable was reduced by $20.9 million , resulting in an increase to net income of $13.9 million , or $0.27 per diluted share, for both the 13 and 39-weeks ended April 28, 2018 . |
RESTRUCTURING ACTIVITIES AND 21
RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS (Tables) | 9 Months Ended |
Apr. 28, 2018 | |
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 fiscal 2017, the payments and other adjustments related to these costs and the remaining liability as of April 28, 2018 (in thousands): Restructuring Costs Recorded in Fiscal 2017 Payments and Other Adjustments Restructuring Cost Liability as of April 28, 2018 Severance and other employee separation and transition costs $ 6,606 $ (5,730 ) $ 876 Early lease termination and facility closing costs 258 (258 ) — Total $ 6,864 $ (5,988 ) $ 876 The following is a summary of the restructuring costs the Company recorded related to Earth Origins Market in fiscal 2018, the payments and other adjustments related to these costs and the remaining liability as of April 28, 2018 (in thousands): Restructuring Costs Recorded in Fiscal 2018 Payments and Other Adjustments Restructuring Cost Liability as of April 28, 2018 Severance and closure costs $ 245 $ (17 ) $ 228 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Apr. 28, 2018 | |
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 28, April 29, April 28, April 29, Basic weighted average shares outstanding 50,424 50,601 50,563 50,554 Net effect of dilutive stock awards based upon the treasury stock method 327 200 253 164 Diluted weighted average shares outstanding 50,751 50,801 50,816 50,718 |
FAIR VALUE MEASUREMENTS OF FI23
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Apr. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Details of outstanding swap agreements as of April 28, 2018 , 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 $ 115.0 1.7950 % One-Month LIBOR Monthly |
Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis as of April 28, 2018 and July 29, 2017 : Fair Value at April 28, 2018 Fair Value at July 29, 2017 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Interest Rate Swap — $ 7,388 — — $ 2,491 — Liabilities: Interest Rate Swap — — — — (308 ) — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | April 28, 2018 July 29, 2017 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities: Long-term debt, including current portion $ 153,163 $ 158,886 $ 161,991 $ 169,058 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Apr. 28, 2018 | |
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 (Income)/Expenses Consolidated 13-Week Period Ended April 28, 2018: Net sales $ 2,633,024 $ 62,158 $ (46,303 ) $ — $ 2,648,879 Restructuring and asset impairment expenses — 151 — — 151 Operating income (loss) 86,633 (3,984 ) (492 ) — 82,157 Interest expense — — — 4,468 4,468 Interest income — — — (121 ) (121 ) Other, net — — — (24 ) (24 ) Income before income taxes — — — — 77,834 Depreciation and amortization 21,261 472 — — 21,733 Capital expenditures 13,694 417 — — 14,111 Goodwill 352,763 10,153 — — 362,916 Total assets 2,935,420 184,301 (40,875 ) — 3,078,846 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 Wholesale Other Eliminations Unallocated (Income)/Expenses Consolidated 39-Week Period Ended April 28, 2018: Net sales $ 7,592,352 $ 175,083 $ (133,000 ) $ — $ 7,634,435 Restructuring and asset impairment expenses 67 11,326 — — 11,393 Operating income (loss) 200,530 (25,124 ) 2,062 — 177,468 Interest expense — — — 12,368 12,368 Interest income — — — (308 ) (308 ) Other, net — — — (1,305 ) (1,305 ) Income before income taxes — — — — 166,713 Depreciation and amortization 64,237 1,745 — — 65,982 Capital expenditures 27,297 2,349 — — 29,646 Goodwill 352,763 10,153 — — 362,916 Total assets 2,935,420 184,301 (40,875 ) — 3,078,846 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 |
ACCRUED EXPENSES AND OTHER CU25
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Apr. 28, 2018 | |
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 28, 2018 and July 29, 2017 consisted of the following (in thousands): April 28, July 29, Accrued salaries and employee benefits $ 63,400 $ 63,937 Workers' compensation and automobile liabilities 23,642 22,774 Interest rate swap liability — 308 Other 89,085 70,224 Total accrued expenses and other current liabilities $ 176,127 $ 157,243 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Apr. 28, 2018 | Apr. 29, 2017 | Apr. 28, 2018 | Apr. 29, 2017 | |
Significant Accounting Policies | ||||
Total outbound shipping and handling costs | $ 148.4 | $ 129.2 | $ 432.8 | $ 385.1 |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES Change in Estimate (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 28, 2018 | Apr. 28, 2018 | Apr. 29, 2017 | |
Change in Accounting Estimate [Line Items] | |||
Net Sales growth percentage | 11.80% | 10.10% | |
Inventory growth percentage | 15.90% | ||
Decrease to Accounts Payable | $ 20,900 | $ 6,396 | $ 79,023 |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | $ 13,900 | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Diluted Earnings Per Share | $ 0.27 |
RECENTLY ISSUED ACCOUNTING PR28
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Apr. 28, 2018 | Oct. 28, 2017 | Jul. 30, 2017 | Jul. 29, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Deferred income taxes | $ 0 | $ 40,600 | $ 40,635 | |
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 900 | |||
Cumulative effect of change in accounting principle | $ 509 | |||
Retained Earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative Effect on Retained Earnings, Net of Tax | $ (805) | |||
Additional Paid-in Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect of change in accounting principle | $ 1,314 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Oct. 28, 2017 | Apr. 28, 2018 | Jul. 29, 2017 | Apr. 29, 2017 | Aug. 10, 2016 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 362,916 | $ 371,259 | $ 369,166 | ||
Gourmet Guru, Inc. [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||
Finite-Lived Customer Relationships, Gross | $ 1,000 | ||||
Goodwill | $ 10,300 | ||||
Total purchase price | $ 10,000 | ||||
Measurement Period Adjustment, Total purchase price | $ 200 |
RESTRUCTURING ACTIVITIES AND 30
RESTRUCTURING ACTIVITIES AND ASSET IMPAIRMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Apr. 29, 2017 | Apr. 28, 2018 | Apr. 29, 2017 | Jul. 29, 2017 | |
Restructuring Costs Recorded in Fiscal 2016 | |||||||
Restructuring and asset impairment | $ 3,370 | $ 711 | |||||
Goodwill impairment | 7,872 | 0 | |||||
Restructuring Costs [Abstract] | |||||||
Restructuring and asset impairment expenses | $ 151 | $ 3,946 | 11,393 | $ 3,946 | |||
Earth Origins Market [Member] | |||||||
Restructuring Costs Recorded in Fiscal 2016 | |||||||
Restructuring and asset impairment | 3,300 | ||||||
Restructuring Costs [Abstract] | |||||||
Restructuring and asset impairment expenses | 11,400 | ||||||
2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 28, 2018 | |||||||
Restructuring Charges | $ 6,864 | ||||||
Payments for Restructuring | (5,988) | ||||||
Restructuring Reserve | 876 | 876 | |||||
Restructuring Reserve, Accrual Adjustment | 151 | $ (182) | |||||
Employee Severance [Member] | 2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 28, 2018 | |||||||
Restructuring Charges | 6,606 | ||||||
Payments for Restructuring | (5,730) | ||||||
Restructuring Reserve | 876 | 876 | |||||
Employee Severance [Member] | Earth Origins Market | |||||||
Restructuring Cost Liability as of April 28, 2018 | |||||||
Restructuring Charges | 245 | ||||||
Payments for Restructuring | (17) | ||||||
Restructuring Reserve | 228 | 228 | |||||
Facility Closing [Member] | 2017 Cost Saving and Efficiency Initiatives [Member] | |||||||
Restructuring Cost Liability as of April 28, 2018 | |||||||
Restructuring Charges | $ 258 | ||||||
Payments for Restructuring | (258) | ||||||
Restructuring Reserve | $ 0 | $ 0 | |||||
Maximum | |||||||
Restructuring Cost Liability as of April 28, 2018 | |||||||
Restructuring Charges | $ 1,400 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Apr. 28, 2018 | Apr. 29, 2017 | Apr. 28, 2018 | Apr. 29, 2017 | |
Reconciliation of the basic and diluted number of shares used in computing earnings per share: | ||||
Basic weighted average shares outstanding | 50,424,000 | 50,601,000 | 50,563,000 | 50,554,000 |
Net effect of dilutive stock awards based upon the treasury stock method | 327,000 | 200,000 | 253,000 | 164,000 |
Diluted weighted average shares outstanding | 50,751,000 | 50,801,000 | 50,816,000 | 50,718,000 |
Anti-dilutive share-based payment awards outstanding (in shares) | 84,551 | 40,023 | 95,690 | 38,762 |
FAIR VALUE MEASUREMENTS OF FI32
FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 24, 2016 | Jun. 09, 2016 | Jan. 23, 2015 | Apr. 28, 2018 | Jul. 29, 2017 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Interest Rate Derivative Liabilities, at Fair Value | $ 0 | $ (308) | |||
Interest Rate Derivative Assets, at Fair Value | 7,388 | 2,491 | |||
Long term debt, including current portion, carrying value | 153,163 | 161,991 | |||
Long term debt, including current portion, fair value | $ 158,886 | $ 169,058 | |||
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 | $ 115,000 | ||||
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 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 28, 2018 | Apr. 28, 2018 | Oct. 06, 2017 | |
Treasury Stock [Abstract] | |||
Stock Repurchase Program, Authorized Amount | $ 200,000 | ||
Treasury Stock, Shares, Acquired | 0 | 564,660 | |
Treasury Stock, Value, Acquired, Cost Method | $ 22,237 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | 9 Months Ended |
Apr. 28, 2018USD ($) | |
Blended Federal Tax Rate [Line Items] | |
Blended federal tax rate | 27.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Remeasurement of net deferred tax liabilities | $ 20.9 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 28, 2018 | Apr. 29, 2017 | Apr. 28, 2018 | Apr. 29, 2017 | Jul. 29, 2017 | |
Business segment information | |||||
Net sales | $ 2,648,879 | $ 2,369,556 | $ 7,634,435 | $ 6,933,438 | |
Restructuring and asset impairment expenses | 151 | 3,946 | 11,393 | 3,946 | |
Operating income (loss) | 82,157 | 64,946 | 177,468 | 164,556 | |
Interest expense | 4,468 | 4,225 | 12,368 | 13,188 | |
Interest income | (121) | (82) | (308) | (278) | |
Other expense (income), net | (24) | 478 | (1,305) | 760 | |
Income before income taxes | 77,834 | 60,325 | 166,713 | 150,886 | |
Depreciation and amortization | 21,733 | 21,472 | 65,982 | 63,930 | |
Capital expenditures | 14,111 | 17,330 | 29,646 | 40,004 | |
Goodwill | 362,916 | 369,166 | 362,916 | 369,166 | $ 371,259 |
Total assets | 3,078,846 | 2,920,587 | 3,078,846 | 2,920,587 | $ 2,886,563 |
Wholesale | |||||
Business segment information | |||||
Net sales | 2,633,024 | 2,353,723 | 7,592,352 | 6,885,912 | |
Restructuring and asset impairment expenses | 0 | 2,874 | 67 | 2,874 | |
Operating income (loss) | 86,633 | 67,273 | 200,530 | 178,498 | |
Interest expense | 0 | 0 | 0 | 0 | |
Interest income | 0 | 0 | 0 | 0 | |
Other expense (income), net | 0 | 0 | 0 | 0 | |
Income before income taxes | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 21,261 | 20,559 | 64,237 | 61,837 | |
Capital expenditures | 13,694 | 16,412 | 27,297 | 38,016 | |
Goodwill | 352,763 | 351,141 | 352,763 | 351,141 | |
Total assets | 2,935,420 | 2,746,648 | 2,935,420 | 2,746,648 | |
Other | |||||
Business segment information | |||||
Net sales | 62,158 | 67,538 | 175,083 | 176,655 | |
Restructuring and asset impairment expenses | 151 | 1,072 | 11,326 | 1,072 | |
Operating income (loss) | (3,984) | (1,117) | (25,124) | (12,803) | |
Interest expense | 0 | 0 | 0 | 0 | |
Interest income | 0 | 0 | 0 | 0 | |
Other expense (income), net | 0 | 0 | 0 | 0 | |
Income before income taxes | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 472 | 913 | 1,745 | 2,093 | |
Capital expenditures | 417 | 918 | 2,349 | 1,988 | |
Goodwill | 10,153 | 18,025 | 10,153 | 18,025 | |
Total assets | 184,301 | 213,180 | 184,301 | 213,180 | |
Eliminations | |||||
Business segment information | |||||
Net sales | (46,303) | (51,705) | (133,000) | (129,129) | |
Restructuring and asset impairment expenses | 0 | 0 | 0 | 0 | |
Operating income (loss) | (492) | (1,210) | 2,062 | (1,139) | |
Interest expense | 0 | 0 | 0 | 0 | |
Interest income | 0 | 0 | 0 | 0 | |
Other expense (income), net | 0 | 0 | 0 | 0 | |
Income before income taxes | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Capital expenditures | 0 | 0 | 0 | 0 | |
Goodwill | 0 | 0 | 0 | 0 | |
Total assets | (40,875) | (39,241) | (40,875) | (39,241) | |
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 | 4,468 | 4,225 | 12,368 | 13,188 | |
Interest income | 121 | 82 | 308 | 278 | |
Other expense (income), net | 24 | (478) | 1,305 | (760) | |
Income before income taxes | 0 | 0 | 0 | 0 | |
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 CU36
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Apr. 28, 2018 | Jul. 29, 2017 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Accrued salaries and employee benefits | $ 63,400 | $ 63,937 |
Workers' compensation and automobile liabilities | 23,642 | 22,774 |
Interest rate swap liability | 0 | 308 |
Other | 89,085 | 70,224 |
Accrued expenses and other current liabilities | $ 176,127 | $ 157,243 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) $ in Thousands | Apr. 30, 2016quarter | Apr. 28, 2018USD ($) | Jul. 29, 2017USD ($) | Apr. 29, 2016USD ($) | May 28, 2014 |
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Fee Amount | 0.125% | ||||
Notes Payable | $ 329,000 | $ 223,612 | |||
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 | 4,200 | ||||
Line of Credit Facility, Current Borrowing Capacity | 887,200 | ||||
Letters of Credit Outstanding, Amount | 29,700 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 528,500 | ||||
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. 28, 2018 | Apr. 29, 2017 | Apr. 28, 2018 | Apr. 29, 2017 | Jul. 29, 2017 | Aug. 14, 2014 | |
Long-term debt instrument | ||||||
Repayments of Long-term Debt | $ 9,043 | $ 8,531 | ||||
Long term debt, including current portion, carrying value | $ 153,163 | 153,163 | $ 161,991 | |||
Interest expense | 4,468 | $ 4,225 | 12,368 | 13,188 | ||
Term loan | ||||||
Long-term debt instrument | ||||||
Repayments of Long-term Debt | 2,500 | |||||
Long term debt, including current portion, carrying value | 111,300 | 111,300 | ||||
Capital lease obligation | ||||||
Long-term debt instrument | ||||||
Interest Expense, Lessee, Assets under Capital Lease | $ 400 | 400 | $ 1,200 | 1,200 | ||
Lease Term | 10 years | |||||
Effective interest rate on debt | 12.05% | 12.05% | ||||
Capital Lease Obligation | $ 12,500 | $ 12,500 | ||||
Sale Leaseback Financing Obligation | ||||||
Long-term debt instrument | ||||||
Long term debt, including current portion, carrying value | $ 29,400 | $ 29,400 | ||||
Effective interest rate on debt | 7.32% | 7.32% | ||||
Interest expense | $ 500 | $ 600 | $ 1,600 | $ 1,700 | ||
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 |