Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 28, 2018 | Sep. 14, 2018 | Jan. 26, 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-K | ||
Document Period End Date | Jul. 28, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 50,423,689 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,489,134,794 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 23,315 | $ 15,414 |
Accounts receivable, net of allowance of $15,996 and $13,939, respectively | 579,702 | 525,636 |
Inventories | 1,135,775 | 1,031,690 |
Deferred income taxes | 0 | 40,635 |
Prepaid expenses and other current assets | 50,122 | 49,295 |
Total current assets | 1,788,914 | 1,662,670 |
Property and equipment, net | 571,146 | 602,090 |
Goodwill | 362,495 | 371,259 |
Intangible assets, net of accumulated amortization of $64,438 and $49,926, respectively | 193,209 | 208,289 |
Other assets | 48,708 | 42,255 |
Total assets | 2,964,472 | 2,886,563 |
Current liabilities: | ||
Accounts payable | 517,125 | 534,616 |
Accrued expenses and other current liabilities | 169,658 | 157,243 |
Current portion of long-term debt | 12,441 | 12,128 |
Total current liabilities | 699,224 | 703,987 |
Notes payable | 210,000 | 223,612 |
Deferred income taxes | 44,384 | 98,833 |
Other long-term liabilities | 27,200 | 28,347 |
Long-term debt, excluding current portion | 137,709 | 149,863 |
Total liabilities | 1,118,517 | 1,204,642 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding | 0 | 0 |
Common stock, $0.01 par value, authorized 100,000 shares; 51,025 shares issued and 50,411 shares outstanding at July 28, 2018; 50,622 issued and outstanding shares at July 29, 2017 | 510 | 506 |
Additional paid-in capital | 483,623 | 460,011 |
Treasury stock at cost | 24,231 | 0 |
Accumulated other comprehensive loss | (14,179) | (13,963) |
Retained earnings | 1,400,232 | 1,235,367 |
Total stockholders' equity | 1,845,955 | 1,681,921 |
Total liabilities and stockholders' equity | $ 2,964,472 | $ 2,886,563 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 15,996 | $ 13,939 |
Intangible assets, accumulated amortization | $ 64,438 | $ 49,926 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
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 | 100,000,000 | 100,000,000 |
Common stock, issued shares | 51,025,000 | 50,622,000 |
Common stock, outstanding shares | 50,411,000 | 50,622,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Net sales | $ 10,226,683 | $ 9,274,471 | $ 8,470,286 |
Cost of sales | 8,703,916 | 7,845,550 | 7,190,935 |
Gross profit | 1,522,767 | 1,428,921 | 1,279,351 |
Operating expenses | 1,279,529 | 1,196,032 | 1,049,690 |
Restructuring and asset impairment expenses | 16,013 | 6,864 | 5,552 |
Total operating expenses | 1,295,542 | 1,202,896 | 1,055,242 |
Operating income | 227,225 | 226,025 | 224,109 |
Other expense (income): | |||
Interest expense | 16,471 | 17,114 | 16,259 |
Interest income | (446) | (360) | (1,115) |
Other, net | (1,545) | (5,152) | 743 |
Total other expense, net | 14,480 | 11,602 | 15,887 |
Income before income taxes | 212,745 | 214,423 | 208,222 |
Provision for income taxes | 47,075 | 84,268 | 82,456 |
Net income | $ 165,670 | $ 130,155 | $ 125,766 |
Basic per share data: | |||
Net income (in dollars per share) | $ 3.28 | $ 2.57 | $ 2.50 |
Weighted average basic shares of common stock | 50,530 | 50,570 | 50,313 |
Diluted per share data: | |||
Net income (in dollars per share) | $ 3.26 | $ 2.56 | $ 2.50 |
Weighted average diluted shares of common stock | 50,837 | 50,775 | 50,399 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Net Income | $ 165,670 | $ 130,155 | $ 125,766 |
Other Comprehensive Income (Loss), Pre-tax Amount | |||
Foreign currency translation adjustments | (3,791) | 3,537 | 205 |
Change in fair value of swap agreements, net of tax | 3,575 | 4,879 | (3,141) |
Total other comprehensive (loss) income | (216) | 8,416 | (2,936) |
Total comprehensive income | $ 165,454 | $ 138,571 | $ 122,830 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings |
Balances at Aug. 01, 2015 | $ 1,381,088 | $ 501 | $ 0 | $ 420,584 | $ (19,443) | $ 979,446 |
Balances (in shares) at Aug. 01, 2015 | 50,096,000 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock option exercises and restricted stock vestings, net | 294 | $ 3 | 291 | |||
Stock option exercises and restricted stock vestings, net (in shares) | 287,000 | |||||
Share-based compensation | 15,308 | 15,308 | ||||
Share-based compensation / restructuring costs | 67 | |||||
Tax deficit associated with stock plans | (83) | (83) | ||||
Fair value of swap agreement, net of tax | (3,141) | (3,141) | ||||
Foreign currency translation | 205 | 205 | ||||
Net Income | 125,766 | 125,766 | ||||
Balances at Jul. 30, 2016 | 1,519,504 | $ 504 | $ 0 | 436,167 | (22,379) | 1,105,212 |
Balances (in shares) at Jul. 30, 2016 | 50,383,000 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Stock option exercises and restricted stock vestings, net | (1,039) | $ 2 | (1,041) | |||
Stock option exercises and restricted stock vestings, net (in shares) | 239,000 | |||||
Share-based compensation | 25,675 | 25,675 | ||||
Share-based compensation / restructuring costs | 530 | 530 | ||||
Tax deficit associated with stock plans | (1,320) | (1,320) | ||||
Fair value of swap agreement, net of tax | 4,879 | 4,879 | ||||
Foreign currency translation | 3,537 | 3,537 | ||||
Net Income | 130,155 | 130,155 | ||||
Balances at Jul. 29, 2017 | $ 1,681,921 | $ 506 | $ 0 | 460,011 | (13,963) | 1,235,367 |
Balances (in shares) at Jul. 29, 2017 | 50,622,000 | 50,622,000 | 0 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Allocation of shares to ESOP | $ 509 | |||||
Cumulative Effect on Retained Earnings, Net of Tax | (805) | |||||
Stock option exercises and restricted stock vestings, net | (3,588) | $ 4 | (3,592) | |||
Stock option exercises and restricted stock vestings, net (in shares) | 403,000 | |||||
Share-based compensation | $ 25,783 | 25,783 | ||||
Treasury Stock, Shares, Acquired | 614,660 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ (24,231) | |||||
Share-based compensation / restructuring costs | 107 | 107 | ||||
Tax deficit associated with stock plans | 0 | |||||
Fair value of swap agreement, net of tax | 3,575 | 3,575 | ||||
Foreign currency translation | (3,791) | (3,791) | ||||
Net Income | 165,670 | 165,670 | ||||
Balances at Jul. 28, 2018 | $ 1,845,955 | $ 510 | $ (24,231) | 483,623 | $ (14,179) | $ 1,400,232 |
Balances (in shares) at Jul. 28, 2018 | 50,411,000 | 51,025,000 | 615,000 | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1,314 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Net Income | $ 165,670 | $ 130,155 | $ 125,766 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 87,631 | 86,051 | 71,006 |
Deferred income tax (benefit) expense | (14,819) | (1,891) | 12,480 |
Share-based compensation | 25,783 | 25,675 | 15,308 |
Excess tax deficit from share-based payment arrangements | 0 | 1,320 | 83 |
Loss on disposition of assets | 2,820 | 943 | 458 |
Restructuring and asset impairment | 3,370 | 640 | 758 |
Restructuring and asset impairment | 7,872 | 0 | |
Goodwill impairment | 7,872 | ||
Gain associated with disposal of investment | (699) | (6,106) | 0 |
Change in accounting estimate | (20,909) | 0 | 0 |
Provision for doubtful accounts | 12,006 | 5,728 | 6,426 |
Non-cash interest expense (income) | 275 | 175 | (106) |
Changes in assets and liabilities, net of acquired companies: | |||
Accounts receivable | (67,283) | (38,757) | 29,417 |
Inventories | (108,795) | (6,929) | 2,113 |
Prepaid expenses and other assets | 4,473 | (6,383) | 5,381 |
Accounts payable | 4,395 | 90,217 | 14,379 |
Accrued expenses and other liabilities | 7,682 | (62) | 13,140 |
Net cash provided by operating activities | 109,472 | 280,776 | 296,609 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (44,608) | (56,112) | (41,375) |
Purchases of acquired businesses, net of cash acquired | (39) | (9,207) | (306,724) |
Long-term investment | (3,397) | (2,000) | 0 |
Gain associated with disposal of investment | 756 | 9,192 | 0 |
Payment of company owned life insurance premiums | 0 | (2,000) | (2,925) |
Proceeds from disposition of assets | 283 | 168 | 109 |
Net cash used in investing activities | (47,005) | (59,959) | (350,915) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from borrowings under revolving credit line | 556,061 | 215,662 | 709,972 |
Repayments of borrowings under revolving credit line | (569,671) | (418,693) | (646,481) |
Repayments of long-term debt | (12,128) | (11,546) | (11,255) |
Repurchase of common stock | (24,231) | 0 | 0 |
(Decrease) increase in bank overdraft | (434) | (7,445) | 6,063 |
Proceeds from exercise of stock options | 975 | 274 | 2,011 |
Payment of employee restricted stock tax withholdings | (4,563) | (1,313) | (1,717) |
Excess tax deficit from share-based payment arrangements | 0 | (1,320) | (83) |
Capitalized debt issuance costs | 0 | (180) | (2,164) |
Net cash (used in) provided by financing activities | (53,991) | (224,561) | 56,346 |
Effect of exchange rate changes on cash and cash equivalents | (575) | 565 | (827) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 7,901 | (3,179) | 1,213 |
Cash and cash equivalents at beginning of period | 15,414 | 18,593 | 17,380 |
Cash and cash equivalents at end of period | 23,315 | 15,414 | 18,593 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 16,471 | 17,115 | 16,696 |
Cash paid for federal and state income taxes, net of refunds | $ 64,042 | $ 78,984 | $ 67,028 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Nature of Business United Natural Foods, Inc. and its subsidiaries (the "Company") is a leading distributor of natural, organic and specialty products. The Company sells its products primarily throughout the United States and Canada. Basis of Presentation The accompanying 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. Certain prior year amounts have been reclassified to conform to the current year's presentation. The fiscal year of the Company ends on the Saturday closest to July 31. Fiscal 2018 , 2017 and 2016 ended on July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. Fiscal 2018 , 2017 and 2016 contained 52 weeks. Each of the Company's interim quarters within fiscal 2018 and fiscal 2017 consisted of 13 weeks. 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 for 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, depreciation, and amortization expense. The Company disposed of its retail division in fiscal 2018. Other expense (income) includes interest on outstanding indebtedness, interest income and miscellaneous income and expenses. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates. 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 growth in net sales and inventory in fiscal 2018, 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 supplier 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 supplier 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 supplier invoice and the Company’s records, at times only a portion of the accrual for inventory purchases is able to be matched to the supplier invoice. Historically, the Company relieved any unresolved and partially matched amounts in its accrual for inventory purchases 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 supplier 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 the 39-weeks ended April 28, 2018. Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. Inventories and Cost of Sales Inventories consist primarily of finished goods and are stated at the lower of cost or market, with cost being determined using the first-in, first-out (FIFO) method. Allowances received from suppliers are recorded as reductions in cost of sales upon the sale of the related products. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Equipment under capital leases is stated at the lower of the present value of minimum lease payments at the inception of the lease or the fair value of the asset. Property and equipment includes the non-cash expenditures made by the landlord for the Aurora, Colorado distribution center in addition to office space utilized as the Company's Corporate headquarters in Providence, Rhode Island as the lease qualifies for capital lease treatment pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 840, Leases . Property and equipment also includes accumulated depreciation with respect to these items. Refer to Note 8, "Long-Term Debt", for additional information. Applicable interest charges incurred during the construction of new facilities may be capitalized as one of the elements of cost and are amortized over the assets' estimated useful lives. The Company capitalized $0.4 million of interest during the fiscal year ended July 30, 2016 related to the construction of the Company's distribution center in Gilroy, California which began operations in February 2016. The Company did no t capitalize interest during the fiscal years ended July 28, 2018 and July 29, 2017 . Property and equipment consisted of the following at July 28, 2018 and July 29, 2017 : Original Estimated Useful Lives (Years) 2018 2017 (In thousands, except years) Land $ 52,929 $ 52,989 Buildings and improvements 20-40 446,665 396,733 Leasehold improvements 5-20 106,014 138,466 Warehouse equipment 3-30 185,669 173,591 Office equipment 3-10 85,734 95,794 Computer software 3-7 155,329 147,647 Motor vehicles 3-7 4,884 4,657 Construction in progress 22,105 17,968 1,059,329 1,027,845 Less accumulated depreciation and amortization 488,183 425,755 Net property and equipment $ 571,146 $ 602,090 Depreciation expense amounted to $71.5 million , $69.8 million and $61.1 million for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. Income Taxes The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination. For those positions for which we conclude it is more likely than not it will be sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the taxing authority. The difference between the amount recognized and the total tax position is recorded as a liability. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded. Long-Lived Assets Management reviews long-lived assets, including definite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the assets' useful lives based on updated projections. If the evaluation indicates that the carrying amount of an asset may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model. Goodwill and Intangible Assets We account for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of the acquisition at their respective estimated fair values. Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. In determining the estimated fair value for intangible assets, we typically utilize the income approach, which discounts the projected future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow. Refer to Note 2, "Acquisitions" , for further detail on the valuation of goodwill and intangible assets related to specific acquisitions. Goodwill and other intangible assets with indefinite lives are not amortized. Intangible assets with definite lives are amortized on a straight-line basis over the following lives: Customer relationships 7-20 years Non-competition agreements 1-10 years Trademarks and tradenames 4-10 years Goodwill is assigned to the reporting units that are expected to benefit from the synergies of the business combination that generated the goodwill. Approximately 97.2% of the Company's goodwill is within its wholesale reporting segment as of July 28, 2018 . The Company is required to test goodwill for impairment at least annually, and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has elected to perform its annual assessment for indications of goodwill impairment as of the first day of the fourth quarter of each fiscal year. In accordance with Accounting Standards Update ("ASU") No. 2011-08, Testing Goodwill for Impairment, ("ASU 2011-08") the Company is allowed to perform a qualitative assessment for goodwill impairment unless it believes it is more likely than not that a reporting unit's fair value is less than the carrying value. The thresholds used by the Company for this determination in fiscal 2018 were for any reporting units that (1) have passed their previous quantitative test with a margin of calculated fair value versus carrying value of at least 20% , (2) have had a quantitative test within the past five years, (3) have had no significant changes to their working capital structure, (4) have current year income which is at least 85% of prior year amounts, and (5) present no other factors to be considered as outlined in ASU 2011-08. The Company's reporting units are at or one level below the operating segment level. In accordance with accounting Standards Update (“ASU”) No. 2017-04, Intangibles, Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment , (“ASU- 2017-04”), which the Company early adopted as part of its fiscal 2017 annual goodwill impairment test, the Company is no longer required to perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment is measured using the difference between the carrying amount and the fair value of the reporting unit. During the second quarter of fiscal 2018, the Company made the decision to close three under-performing stores related to its Earth Origins Market ("Earth Origins") retail business. This decision 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 a goodwill impairment analysis should be performed 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 the analysis, performed in accordance with ASU 2017-04, the Company recorded a total impairment charge of $7.9 million to goodwill. Refer to Note 5, "Restructuring Activities", for additional information. The Company performed a qualitative test on its other reporting units as of the first day of the fourth quarter of fiscal 2018 based on the criteria noted above and determined that a quantitative test was not required. Intangible assets with indefinite lives are tested for impairment at least annually as of the first day of the fourth fiscal quarter and if events occur or circumstances change that would indicate that the value of the asset may be impaired. Impairment is measured as the difference between the fair value of the asset and its carrying value. In accordance with ASU No. 2011-08, the Company is allowed to perform a qualitative assessment for indefinite lived intangible assets unless it believes it is more likely than not that an intangible asset's fair value is less than the carrying value. The thresholds used by the Company for this determination as of the first day of the fourth quarter of fiscal 2018 were for any intangible assets (or groups of assets) that (1) have passed their previous quantitative test with a margin of calculated fair value versus carrying value of at least 20% , (2) have had a quantitative test performed within the past five years, and (3) the component that the asset relates to has current year income which is at least 85% of the immediately preceding fiscal year's amounts. The Company's indefinite lived intangible assets are comprised of its branded product line asset group and a Tony's Fine Foods ("Tony's") tradename. During fiscal 2018 , the Company performed its annual qualitative assessment of its indefinite lived intangible assets and based on the criteria noted above, it was determined that a quantitative analysis was required on its Tony's tradename. Based on the results of its quantitative test performed, the Company determined that the carrying value was in excess of its fair value and no impairment existed. The changes in the carrying amount of goodwill and the amount allocated by reportable segment for the years presented are as follows (in thousands): Wholesale Other Total Goodwill as of July 30, 2016 $ 348,143 $ 18,025 $ 366,168 Goodwill from prior fiscal year business combinations 10,102 — 10,102 Contingent consideration for prior year business combinations (6,093 ) — (6,093 ) Change in foreign exchange rates 1,082 — 1,082 Goodwill as of July 29, 2017 $ 353,234 $ 18,025 $ 371,259 Impairment — (7,872 ) (7,872 ) Goodwill adjustment for prior fiscal year business combinations 220 — 220 Change in foreign exchange rates (1,112 ) — (1,112 ) Goodwill as of July 28, 2018 $ 352,342 $ 10,153 $ 362,495 The following table presents the detail of the Company's other intangible assets (in thousands): July 28, 2018 July 29, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets: Customer relationships $ 197,246 $ 61,543 $ 135,703 $ 197,852 $ 48,044 $ 149,808 Non-compete agreements 2,900 1,914 986 2,900 1,334 1,566 Trademarks and tradenames 1,700 981 719 1,700 548 1,152 Total amortizing intangible assets 201,846 64,438 137,408 202,452 49,926 152,526 Indefinite lived intangible assets: Trademarks and tradenames 55,801 — 55,801 55,763 — 55,763 Total $ 257,647 $ 64,438 $ 193,209 $ 258,215 $ 49,926 $ 208,289 Amortization expense was $15.0 million , $15.2 million and $8.9 million for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. The estimated future amortization expense for each of the next five fiscal years and thereafter on definite lived intangible assets existing as of July 28, 2018 is shown below: Fiscal Year: (In thousands) 2019 $ 15,147 2020 14,520 2021 13,622 2022 12,337 2023 12,845 2023 and thereafter 68,937 $ 137,408 Investments The Company has long term investments in unconsolidated entities which it accounts for using either the cost method or the equity method of accounting. Investments in which the Company cannot exercise significant influence over the operating and financial policies of the investee are recorded at their historical cost. Investments where the Company has the ability to exercise significant influence over the investee are accounted for using the equity method, with income or loss attributable to the Company from the investee adjusting the carrying value of the investment and recorded in the Company’s consolidated statements of income. The Company's cost and equity method investments are evaluated for other than temporary impairment in accordance with ASC 320 Investments — Debt and Equity Securities . The carrying values of both cost and equity method investments were not material as of July 28, 2018 and July 29, 2017 , either individually or in the aggregate, and are included within "Other Assets" in the Company’s consolidated balance sheets. Income attributable to the Company from investments accounted for using the equity method was not material for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 and is recorded in “Other, net,” within "Other expense (income)," in the Company's consolidated statements of income. On May 24, 2017, the Company sold its stake in Kicking Horse Coffee, a Canadian roaster and marketer of organic and fair trade coffee, which was accounted for using the cost method of accounting. As a result of the sale, the Company recognized a pre-tax gain of $6.1 million , which is included in “Other, net” in the consolidated statements of income. Revenue Recognition and Concentration of Credit Risk The Company records revenue upon delivery of products. Revenues are recorded net of applicable sales discounts and estimated sales returns. Sales incentives provided to customers are accounted for as reductions in revenue as the related revenue is recorded. The Company's sales are primarily to customers located throughout the United States and Canada. Whole Foods Market, Inc. was the Company's largest customer in each fiscal year presented. Whole Foods Market, Inc. accounted for approximately 37% , 33% and 35% of the Company's net sales for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. There were no other customers that individually generated 10% or more of the Company's net sales during those periods. Accounts Receivable and Related Allowance for Doubtful Accounts Accounts receivable primarily consist of trade receivables from customers and receivables from suppliers in connection with the purchase or promotion of the suppliers' products. The Company analyzes customer creditworthiness, accounts receivable balances, payment history, payment terms and historical bad debt levels when evaluating the adequacy of its allowance for doubtful accounts. In instances where a reserve has been recorded for a particular customer, future sales to the customer are conducted using either cash-on-delivery terms, or the account is closely monitored so that as agreed upon payments are received, orders are released; a failure to pay results in held or canceled orders. Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments including cash and cash equivalents, accounts receivable, accounts payable and certain accrued expenses approximate fair value due to the short-term nature of these instruments. The following estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Refer to Note 9, "Fair Value Measurements", for additional information regarding the fair value hierarchy. The fair value of notes payable and long-term debt are based on the instruments' interest rate, terms, maturity date and collateral, if any, in comparison to the Company's incremental borrowing rate for similar financial instruments. 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. July 28, 2018 July 29, 2017 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Assets: Cash and cash equivalents $ 23,315 $ 23,315 $ 15,414 $ 15,414 Accounts receivable 579,702 579,702 525,636 525,636 Notes receivable 1,930 1,930 2,359 2,359 Liabilities: Accounts payable 517,125 517,125 534,616 534,616 Notes payable 210,000 210,000 223,612 223,612 Long-term debt, including current portion 150,150 155,317 161,991 169,058 Share-Based Compensation The Company accounts for its share-based compensation in accordance with ASC 718, Stock Compensation . The Company has four share-based employee compensation plans, which are described more fully in Note 3, "Equity Plans". Share-based compensation consists of stock options, restricted stock units and performance units. The grant date closing price per share of the Company's stock is used to estimate the fair value of restricted stock units. Stock options are granted at exercise prices equal to the fair market value of the Company's stock at the dates of grant. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the individual grants. The Company's President, Chief Executive Officer and Chairman and its other executive officers or members of senior management have been granted performance units which vest, when and if earned, in accordance with the terms of the related performance unit award agreements. The Company recognizes share-based compensation expense based on the target number of shares of common stock and the Company’s stock price on the date of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. Earnings Per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adding the dilutive potential common shares to the weighted average number of common shares that were outstanding during the period. For purposes of the diluted earnings per share calculation, outstanding stock options, restricted stock units and performance-based awards, if applicable, are considered common stock equivalents, using the treasury stock method. A reconciliation of the weighted average number of shares outstanding used in the computation of the basic and diluted earnings per share for all periods presented follows: Fiscal year ended July 28, July 29, July 30, (In thousands, except per share data) Basic weighted average shares outstanding 50,530 50,570 50,313 Net effect of dilutive common stock equivalents based upon the treasury stock method 307 205 86 Diluted weighted average shares outstanding 50,837 50,775 50,399 Potential anti-dilutive share-based payment awards excluded from the computation above 93 44 84 Net income $ 165,670 $ 130,155 $ 125,766 Basic earnings per share $ 3.28 $ 2.57 $ 2.50 Diluted earnings per share $ 3.26 $ 2.56 $ 2.50 Treasury Stock 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. 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 . The Company repurchased 614,660 shares of its common stock at an aggregate cost of $24.2 million in the fiscal year ended July 28, 2018 . Comprehensive Income (Loss) Comprehensive income (loss) is reported in accordance with ASU No. 2013-02, and includes net income and the change in other comprehensive income (loss). Other comprehensive income (loss) is comprised of the net change in fair value of derivative instruments designated as cash flow hedges, as well as foreign currency translation related to the translation of UNFI Canada, Inc. ("UNFI Canada") from the functional currency of Canadian dollars to U.S. dollar reporting currency. For all periods presented, the Company displays comprehensive income (loss) and its components in the consolidated statements of comprehensive income. Derivative Financial Instruments The Company is exposed to market risks arising from changes in interest rates, fuel costs, and with the operation of UNFI Canada, foreign currency exchange rates. The Company uses derivatives principally in the management of interest rate and fuel price exposure. From time to time the Company may use contracts to hedge transactions in foreign currency. The Company does not utilize derivatives that contain leverage features. For derivative transactions accounted for as hedges, on the date the Company enters into the derivative transaction, the exposure is identified. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking the hedge transaction. In this documentation, the Company specifically identifies the asset, liability, firm commitment, forecasted transaction, or net investment that has been designated as the hedged item and states how the hedging instrument is expected to reduce the risks related to the hedged item. The Company measures effectiveness of its hedging relationships both at hedge inception and on an ongoing basis as needed. Shipping and Handling Fees and Costs 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 totaled $582.9 million , $517.2 million and $467.5 million for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. Reserves for Self-Insurance The Company is primarily self-insured for workers' compensation and general and automobile liability insurance. It is the Company's policy to record the self-insured portion of workers' compensation and automobile liabilities based upon actuarial methods to estimate the future cost of claims and related expenses that have been reported but not settled, and that have been incurred but not yet reported. Operating Lease Expenses The Company records lease expense via the straight-line method. For leases with step rent provisions whereby the rental payments increase over the life of the lease, and for leases where the Company receives rent-free periods, the Company recognizes expense based on a straight-line basis based on the total minimum lease payments to be made over the expected lease term. Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for employee and nonemployee shared-based payments. This ASU is effective for public business 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. The Company does not believe this guidance will have a material effect on its consolidated financial statements. In February 2018, the FASB issued 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. The Company is 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 Securities and Exchange Commission ("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 12, "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, with early adoption permitted. The Company early adopted the guidance in this ASU in the fourth quarter of fiscal 2018, with no impact to its financial position, results of operations, or cash flows. The Company’s hedging activities, which consist of its interest rate swaps designated as cash flow hedges, are described in further detail in Note 9. "Fair Value Measurements". In January 2017, the FASB issued ASU No. 2017-04, Intangibles, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU no longer requires a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment is 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 Comp |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Jul. 28, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Wholesale Segment - Wholesale Distribution Acquisitions Global Organic/Specialty Source, Inc. On March 7, 2016, the Company acquired certain assets of Global Organic/Specialty Source Inc. and related affiliates (collectively "Global Organic") through its wholly owned subsidiary Albert's Organics, Inc. ("Albert's"). Global Organic is a distributor of organic fruits, vegetables, juices, milk, eggs, nuts, and coffee located in Sarasota, Florida serving customer locations across the Southeastern United States. Total cash consideration related to this acquisition was approximately $20.6 million . The fair value of identifiable intangible assets acquired was determined by using an income approach. The identifiable intangible asset recorded consisted of customer lists of $7.4 million , which are being amortized on a straight-line basis over an estimated useful life of approximately ten years. Nor-Cal Produce, Inc. On March 31, 2016 the Company acquired all of the outstanding stock 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 lists 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 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, 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. The Company finalized its purchase accounting during the third quarter of fiscal 2017. Net sales attributed to Nor-Cal from the date of acquisition through the fiscal year ended July 29, 2017 were $51.4 million . 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) Final Opening Balance Sheet Accounts receivable $ 8,483 Inventories 1,902 Property and equipment 10,029 Other assets 125 Customer relationships 30,300 Tradename 1,000 Non-compete 500 Goodwill 36,517 Total assets $ 88,856 Liabilities 21,073 Total purchase price $ 67,783 Haddon House Food Products, Inc. On May 13, 2016 the Company acquired all 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 supermarkets, gourmet food stores and independent 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. Net sales attributed to Haddon from the date of acquisition through the fiscal year ended July 29, 2017 were $100.4 million . During the second quarter of fiscal 2017, the Company recorded a reduction to goodwill of approximately $1.6 million related to a net working capital adjustment. During the fourth quarter of fiscal 2017, the Company finalized its purchase accounting related to the Haddon 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) Final Opening Balance Sheet Accounts receivable $ 40,134 Other receivable 3,621 Inventories 46,440 Prepaid expenses and other current assets 1,744 Property and equipment 54,501 Other assets 280 Customer relationships 62,700 Tradename 700 Non-compete 700 Other intangible assets 2,000 Goodwill 43,585 Total assets $ 256,405 Liabilities 38,910 Total purchase price $ 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. 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 2 years . During the first quarter of fiscal 2018, in finalizing the purchase accounting related to the Gourmet Guru acquisition, 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. Cash paid for Global Organic, Nor-Cal, Haddon and Gourmet Guru was financed through borrowings under the Company’s Existing ABL Loan Agreement. Acquisition costs have been expensed as incurred within "operating expenses" in the consolidated statements of income. Acquisition costs related to these acquisitions were de minimis for the year ended July 29, 2017 and $2.1 million for the year ended July 30, 2016. 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. The Company has not furnished pro forma financial information relating to these acquisitions as such information is not material to the Company's financial results. Acquisition of SUPERVALU, INC. On July 25, 2018, the Company entered into an Agreement and Plan of Merger pursuant to which we have agreed to acquire all of the outstanding equity securities of SUPERVALU INC. (“SUPERVALU”) for an aggregate purchase price of approximately $2.9 billion including the assumption of outstanding debt and liabilities. The transaction has been approved by the boards of directors of both companies and is subject to antitrust approvals, SUPERVALU shareholder approval and other customary closing conditions, and is expected to close in the fourth quarter of calendar year 2018. The proposed acquisition of SUPERVALU is expected to expand the Company’s customer base and exposure across channels, add high-growth perimeter categories such as meat and produce to the Company’s natural and organic products, provide the Company a wider geographic reach and greater scale, and increase efficiencies. |
EQUITY PLANS
EQUITY PLANS | 12 Months Ended |
Jul. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY PLANS | EQUITY PLANS The Company has three equity incentive plans: the 2002 Stock Incentive Plan (the "2002 Plan"), the 2004 Equity Incentive Plan, as amended (the "2004 Plan"), and the 2012 Equity Incentive Plan, as amended and restated (the "2012 Plan") (collectively, the "Plans"). Prior to the expiration of the applicable plan, these shares may be used to issue stock options, restricted stock, restricted stock units or performance based awards to employees, officers, directors and others. The maximum term of all incentive and non-statutory stock options or share awards granted under the Plans is 4 years . There were 2,800,000 shares authorized for grant under the 2002 Plan and 1,250,000 shares authorized for grant under the 2012 Plan, which was amended in fiscal 2016 and further amended in fiscal 2018 to increase shares available for issuance by 2,000,000 and 1,800,000 shares, respectively. As of July 28, 2018 , 2,676,949 shares were available for grant under the 2012 Plan. The authorization for new grants under the 2002 Plan and 2004 Plan has expired. The Company recognized total share-based compensation expense of $25.8 million for the fiscal year ended July 28, 2018 , compared to $25.7 million and $15.3 million for the fiscal years ended July 29, 2017 and July 30, 2016 , respectively. The total income tax benefit for share-based compensation arrangements was $6.5 million , $10.0 million , and $6.1 million , for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. Share-based compensation expense related to performance-based share awards was $5.6 million and $9.0 million for the fiscal years ended July 28, 2018 and July 29, 2017 , respectively. For the fiscal year ended July 30, 2016 , the Company did no t record share-based compensation expense related to performance-based share awards, including compensation expense related to performance units with vestings tied to the Company's performance in fiscal 2016, as a result of performance measures not being attained at the end of the fiscal year and the resulting forfeiture of these awards. Vesting requirements for awards under the Plans are generally at the discretion of the Company's Board of Directors, or the Compensation Committee thereof, and for time vesting awards are typically four equal annual installments for employees and two equal installments for non-employee directors with the first installment on the date of grant and the second installment on the six month anniversary of the grant date. As of July 28, 2018 , there was $36.0 million of total unrecognized compensation cost related to outstanding share-based compensation arrangements (including stock options, restricted stock units and performance-based restricted stock units). This cost is expected to be recognized over a weighted-average period of 2.3 years. Restricted Stock Units The fair value of restricted stock units and performance share units are determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date. The following summary presents information regarding restricted stock units and performance units under the Plans as of July 28, 2018 and changes during the fiscal year then ended: Number of Shares Weighted Average Grant-Date Fair Value Outstanding at July 29, 2017 1,270,111 $ 44.56 Granted 716,952 $ 40.06 Vested (434,730 ) $ 47.24 Forfeited (207,731 ) $ 41.38 Outstanding at July 28, 2018 1,344,602 $ 41.78 The total intrinsic value of restricted stock units vested was $12.4 million , $10.5 million and $12.3 million during the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. During fiscal 2018, the Company granted 109,100 performance share units to its executives (subject to the issuance of 109,100 additional shares if the Company's performance exceeds specified targeted levels) with a weighted average grant-date fair value of $39.74 . All of the performance units are tied to the Company's performance in the fiscal year ending August 3, 2019. During fiscal 2017, the Company granted 397,242 performance share units to its executives (subject to the issuance of 221,242 additional shares if the Company's performance exceeds specified targeted levels) with a weighted average grant-date fair value of $40.82 tied to the Company's performance in fiscal years 2017, 2018 and 2019. As of the fiscal year ended July 29, 2017, 150,396 of these performance share units vested, based on the Company's earnings per diluted share, adjusted EBITDA, and adjusted ROIC with an estimated intrinsic value of approximately $5.7 million using the Company's stock price as of July 28, 2017. As of the fiscal year ended July 28, 2018, 111,860 performance units vested based on the Company's earnings per diluted share, adjusted EBITDA, and adjusted ROIC with an intrinsic value of approximately $3.6 million using the Company stock price as of July 27, 2018. As of July 28, 2018, there are 75,000 performance share units outstanding that are tied to the Company's performance in the fiscal year ending August 3, 2019. No performance share units vested during the fiscal year ended July 30, 2016 . Stock Options The fair value of stock option grants was estimated at the date of grant using the Black-Scholes option pricing model. Black-Scholes utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield and expected life. Expected volatilities utilized in the model are based on the historical volatility of the Company's stock price. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The model incorporates exercise and post-vesting forfeiture assumptions based on an analysis of historical data. The expected term is derived from historical information and other factors. The Company did no t grant stock options in fiscal 2018 or 2017 . The following summary presents the weighted average assumptions used for stock options granted in fiscal 2016 : Fiscal year ended July 30, Expected volatility 27.5 % Dividend yield — % Risk free interest rate 1.3 % Expected term (in years) 4.0 The following summary presents information regarding outstanding stock options as of July 28, 2018 and changes during the fiscal year then ended with regard to options under the Plans: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at beginning of year 328,689 $ 49.52 Exercised (37,012 ) $ 26.34 Outstanding at end of year 291,677 $ 52.46 4.4 years $ 200,391 Exercisable at end of year 262,235 $ 51.92 4.2 years $ 200,391 The weighted average grant-date fair value of options granted during the fiscal year ended July 30, 2016 was $15.59 . The aggregate intrinsic value of options exercised during the fiscal years ended July 28, 2018 , July 29, 2017 , and July 30, 2016 , was $0.7 million , $0.1 million and $2.6 million , respectively. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE | 12 Months Ended |
Jul. 28, 2018 | |
Receivables [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE | The allowance for doubtful accounts and notes receivable consists of the following: Fiscal year ended July 28, July 29, July 30, (In thousands) Balance at beginning of year $ 14,509 $ 11,230 $ 8,493 Additions charged to costs and expenses 12,006 5,728 6,426 Deductions (10,519 ) (2,449 ) (3,689 ) Balance at end of year $ 15,996 $ 14,509 $ 11,230 |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 12 Months Ended |
Jul. 28, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES Fiscal 2018 Earth Origins Market During the fiscal year ended July 28, 2018, the Company recorded restructuring and asset impairment expenses of approximately $16.1 million , including a loss on the disposition of assets of approximately $2.7 million , related to the Company's Earth Origins retail business. During the second quarter of fiscal 2018 the Company made the decision to close three non-core, under-performing stores of its total twelve stores. Based on this decision, 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 $3.4 million on long-lived assets and $7.9 million to goodwill, respectively, during the second quarter of fiscal 2018. During the fourth quarter the Company disposed of its retail business. The Company recorded restructuring costs of $2.2 million during fiscal 2018. The following is a summary of the restructuring costs the Company recorded related to Earth Origins in fiscal 2018, the payments and other adjustments related to these costs and the remaining liability as of July 28, 2018 (in thousands): Restructuring Costs Recorded in Fiscal 2018 Payments and Other Adjustments Restructuring Cost Liability as of July 28, 2018 Severance and other employee separation and transition costs $ 819 (436 ) $ 383 Early lease termination and facility closing costs 1,400 (1,400 ) — Total $ 2,219 $ (1,836 ) $ 383 Restructuring and impairment expenses recorded related to Earth Origins are reflected in the Company's "Other" segment. Fiscal 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, of which $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 its 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 $0.1 million which is reflected in "payments and other adjustments" in the table below. The following is a summary of the restructuring costs the Company recorded in fiscal 2017, as well as the remaining liability as of July 28, 2018 (in thousands): Restructuring Costs Recorded in Fiscal 2017 Payments and Other Adjustments Restructuring Cost Liability as of July 28, 2018 Severance and other employee separation and transition costs $ 6,606 $ (5,905 ) $ 701 Early lease termination and facility closing costs 258 (258 ) — Total $ 6,864 $ (6,163 ) $ 701 Fiscal 2016 Cost-Saving Measures. During the fourth quarter of fiscal 2015, the Company announced that its contract as a distributor to Albertsons Companies, Inc., which includes the Albertsons, Safeway and Eastern Supermarket chains, would terminate on September 20, 2015 rather than upon the original contract end date of July 31, 2016. During fiscal 2016, the Company implemented Company-wide cost-saving measures in response to this lost business which resulted in total restructuring costs of $4.4 million , all of which was recorded during the first half of fiscal 2016. There were no additional costs recorded related to these cost-savings initiatives in fiscal 2016. These initiatives resulted in a reduction of employees across the Company, the majority of which were terminated during the first quarter of fiscal 2016. The total work-force reduction charge of $3.4 million recorded during fiscal 2016 was primarily related to severance and fringe benefits. In addition to workforce reduction charges, the Company recorded $0.9 million during fiscal 2016 for costs due to an early lease termination and facility closure and operational transfer costs associated with these initiatives. Earth Origins Market. During the fourth quarter of fiscal 2016, the Company recorded restructuring and impairment charges of $0.8 million related to the Company's Earth Origins retail business. The Company made the decision during the fourth quarter of fiscal 2016 to close two of its stores, one store located in Florida and the other located in Maryland, which resulted in restructuring costs of $0.5 million primarily related to severance and closure costs. The stores were closed during the first quarter of fiscal 2017. In addition, the Company recorded a total impairment charge of $0.3 million during fiscal 2016 on long-lived assets. Canadian facility closure. During fiscal 2015, the Company ceased operations at its Canadian facility located in Scotstown, Quebec which was acquired in 2010. In connection with this closure, the Company recognized an impairment of $0.6 million during the first quarter of fiscal 2015 representing the remaining unamortized balance of an intangible asset. During the second quarter of fiscal 2015, the Company recognized a restructuring charge of $0.2 million in connection with this closure. Additionally, during the second quarter of fiscal 2016, the Company recognized an additional impairment charge of $0.4 million related to the long lived assets at the facility. 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 stores and the closing of a Canadian facility. The remaining liability as of the fiscal year ended July 29, 2017 was de minimis. (in thousands) Restructuring Costs Recorded in Fiscal 2016 Cost saving measures: Severance $ 3,443 Early lease termination and facility closing costs 368 Operational transfer costs 570 Earth Origins: Severance 41 Store closing costs 443 Total $ 4,865 The following is a summary of the impairment costs the Company recorded in fiscal 2016: (in thousands) Impairment Costs Canadian facility closure $ 413 Earth Origins store 274 Total $ 687 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Notes) | 12 Months Ended |
Jul. 28, 2018 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of July 28, 2018 and July 29, 2017 consisted of the following: (in thousands) July 28, July 29, Accrued salaries and employee benefits $ 66,132 $ 63,937 Workers' compensation and automobile liabilities 24,975 22,774 Interest rate swap liability — 308 Other 78,551 70,224 Total accrued expenses and other current liabilities $ 169,658 $ 157,243 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jul. 28, 2018 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTES PAYABLE On April 29, 2016, the Company entered into the Third Amended and Restated Loan and Security Agreement (the "Existing ABL Loan Agreement") amending and restating certain terms and provisions of its revolving credit facility (the "Existing ABL Facility") which increased the maximum borrowings under the Existing ABL 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 Existing ABL Loan Agreement, the Existing ABL 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 Existing ABL Facility, after giving effect to the Existing ABL Loan 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 Existing ABL 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 Existing ABL 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 Existing ABL 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 July 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 $884.5 million . As of July 28, 2018 , the Company had $210.0 million of borrowings outstanding under the Company's Existing ABL Facility and $24.3 million in letter of credit commitments which reduced the Company's available borrowing capacity under the Existing ABL Facility on a dollar for dollar basis. The Company's resulting remaining availability was $650.2 million as of July 28, 2018 . The Existing ABL Facility subjects the Company to a springing minimum fixed charge coverage ratio (as defined in the Existing ABL Loan 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 Existing ABL Loan 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 Existing ABL Loan Agreement during the fiscal year ended July 28, 2018 . The Company has pledged the majority of its and its subsidiaries' accounts receivable and inventory for its obligations under the Existing ABL Facility. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Jul. 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 (as amended by the First Amendment Agreement, dated April 29, 2016, and the Second Amendment Agreement, dated September 1, 2016, the "Existing Term Loan Agreement"). The total initial borrowings under our term loan facility were $150.0 million . The Company is required to make $2.5 million principal payments quarterly. Under the Existing 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 Existing Term Loan Agreement. Proceeds from this Existing Term Loan Agreement were used to pay down borrowings under the Existing ABL Loan Agreement. Borrowings under the Existing 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 Existing 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 Existing Term Loan Agreement are secured by certain parcels of the borrowers' real property. The Existing Term Loan Agreement includes financial covenants that require (i) the ratio of the Company’s consolidated EBITDA (as defined in the Existing Term Loan Agreement) minus the unfinanced portion of Capital Expenditures (as defined in the Existing Term Loan Agreement) to the Company’s consolidated Fixed Charges (as defined in the Existing 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 Existing 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 Existing Term Loan Agreement), divided by the Mortgaged Property Value (as defined in the Existing Term Loan Agreement) to be not more than 75% at any time. As of July 28, 2018 , the Company was in compliance with the financial covenants of its Existing Term Loan Agreement. On August 22, 2018, the Company notified its lenders that it intends to prepay its borrowings outstanding under its Existing Term Loan Agreement on October 1, 2018, which were approximately $110.0 million as of July 28, 2018. The Existing Term Loan Agreement was previously scheduled to terminate on the earlier of (a) August 14, 2022 and (b) the date that is ninety days prior to the termination date of the Existing ABL Loan Agreement. Concurrently with the prepayment of borrowings outstanding under the Existing Term Loan Agreement, the Company intends to draw on its Existing ABL Loan Agreement in an amount equal to its Existing Term Loan Agreement prepayment amount. 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 consolidated 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% . 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 fiscal 2013. Under the financing method, the book value of the distribution facility and related accumulated depreciation remains on the 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% . As of July 28, 2018 and July 29, 2017 , the Company's long-term debt consisted of the following: July 28, July 29, (In thousands) Financing obligation, due monthly, and maturing in October 2028 at an effective interest rate of 7.32% $ 29,118 $ 30,368 Capital lease, Providence, Rhode Island corporate headquarters, due monthly, and maturing in April 2025 at an effective interest rate of 12.05% 12,196 13,074 Existing Term Loan Agreement, due quarterly (1) 108,836 118,549 $ 150,150 $ 161,991 Less: current installments 12,441 12,128 Long-term debt, excluding current installments $ 137,709 $ 149,863 (1) Existing Term Loan Agreement balance is shown net of debt issuance costs of $1.2 million and $1.5 million as of July 28, 2018 and July 29, 2017 , respectively, due to the Company's adoption of ASU No. 2015-03 in the fourth quarter of fiscal 2016. Aggregate maturities of long-term debt for the next five years and thereafter are as follows at July 28, 2018 : Year (In thousands) 2019 $ 12,441 2020 12,816 2021 93,203 2022 3,552 2023 4,066 2024 and thereafter 25,236 $ 151,314 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jul. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | Fiscal Year Ended July 28, 2018 July 29, 2017 July 30, 2016 (In thousands) Interest Expense Interest Expense Interest Expense Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of cash flow hedges are recorded $ 16,471 $ 17,114 $ 16,259 Gain or (loss) on cash flow hedging relationships: Gain or (loss) reclassified from Comprehensive Income into income 827 (1,462 ) (2,082 ) FAIR VALUE MEASUREMENTS The Company utilizes ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed at fair value on at least an annual basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value: • Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. • Level 3 Inputs—One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. Hedging of Interest Rate Risk The Company manages its debt portfolio with interest rate swaps to achieve an overall desired position of fixed and floating rates. Details of outstanding swap agreements as of July 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 $ 112.5 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 July 28, 2018 . The Company performs an initial quantitative assessment of hedge effectiveness using the “Hypothetical Derivative Method” described in ASC 815 in the period in which the hedging transaction is entered into. 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. In future reporting periods the Company performs a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. The entire change in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings in interest expense when the hedged transactions affect earnings. The location and amount of gains or losses recognized in the Consolidated Statements of Income for cash flow hedging relationships for each of the periods, presented on a pretax basis, are as follows: Fiscal Year Ended July 28, 2018 July 29, 2017 July 30, 2016 (In thousands) Interest Expense Interest Expense Interest Expense Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of cash flow hedges are recorded $ 16,471 $ 17,114 $ 16,259 Gain or (loss) on cash flow hedging relationships: Gain or (loss) reclassified from Comprehensive Income into income 827 (1,462 ) (2,082 ) Financial Instruments The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis as of July 28, 2018 and July 29, 2017 : Fair Value at July 28, 2018 Fair Value at July 29, 2017 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Prepaid Expenses and Other Current Assets: Interest Rate Swap — $ 1,459 — — — — Other Assets: Interest Rate Swap — 5,860 — $ 2,491 — Accrued Expenses and Other Current 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 Existing ABL 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. July 28, 2018 July 29, 2017 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities Long term debt, including current portion $ 150,150 $ 155,317 $ 161,991 $ 169,058 Fuel Supply Agreements From time to time the Company is a party to fixed price fuel supply agreements. During the fiscal year ended July 28, 2018 , the Company did not enter in any such agreements. During the fiscal year ended July 29, 2017 , the Company entered into several agreements which required it to purchase a portion of its diesel fuel each month at fixed prices through December 2016 . These fixed price fuel agreements qualify for the "normal purchase" exception under ASC 815; therefore, the fuel purchases under these contracts are expensed as incurred and included within operating expenses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jul. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company leases various facilities and equipment under operating lease agreements with varying terms. Most of the leases contain renewal options and purchase options at several specific dates throughout the terms of the leases. Rent and other lease expense for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 totaled approximately $80.0 million , $74.9 million and $65.4 million , respectively. Future minimum annual fixed payments required under non-cancelable operating leases having an original term of more than one year as of July 28, 2018 are as follows: Fiscal Year (In thousands) 2019 $ 64,688 2020 52,841 2021 36,521 2022 27,375 2023 19,429 2024 and thereafter 30,886 $ 231,740 As of July 28, 2018 , outstanding commitments for the purchase of inventory were approximately $15.9 million . The Company had outstanding letters of credit of approximately $24.3 million at July 28, 2018 . The Company did no t have any outstanding commitments for the purchase of diesel fuel as of July 28, 2018 . As of July 28, 2018, the Company had a withdrawal liability related to one of its multi-employer plans of approximately $3.4 million . The Company may from time to time be involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the Company's consolidated financial position or results of operations. Legal expenses incurred in connection with claims and legal actions are expensed as incurred. |
RETIREMENT PLANS
RETIREMENT PLANS | 12 Months Ended |
Jul. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS Defined Contribution Retirement Plan The Company has a defined contribution retirement plan under Section 401(k) of the Internal Revenue Code, the United Natural Foods, Inc. Retirement Plan (the "Retirement Plan"). In order to become a participant in the Retirement Plan, employees must meet certain eligibility requirements as described in the Retirement Plan document. In addition to amounts contributed to the Retirement Plan by employees, the Company makes contributions to the Retirement Plan on behalf of the employees. The Company's contributions to its Retirement Plan were approximately $11.6 million , $10.1 million , and $7.3 million for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. Multi-employer plans The Company contributes to two multi-employer plans for certain of its associates that are represented by unions, none of which are individually significant to the Company's consolidated financial statements. The Company made contributions of approximately $0.5 million during the fiscal year ended July 28, 2018 . As of the fiscal year ended July 29, 2017, the Company had withdrawn from a third plan, the present value of which is reflected in the consolidated balance sheet. As of July 28, 2018, the withdrawal liability was approximately $3.4 million . Withdrawal payments made during fiscal 2018 were de minimis. Deferred Compensation and Supplemental Retirement Plans The Company's non-employee directors and certain of its employees are eligible to participate in the United Natural Foods Deferred Compensation Plan and the United Natural Foods Deferred Stock Plan (collectively the " Deferral Plans "). The Deferral Plans are nonqualified deferred compensation plans which are administered by the Compensation Committee of the Company's Board of Directors. The Deferral Plans were established to provide participants with the opportunity to defer the receipt of all or a portion of their compensation to a non-qualified retirement plan in amounts greater than the amount permitted to be deferred under the Company's 401(k) Plan. The Company believes that this is an appropriate benefit because (i) it operates to place employees and non-employee directors in the same position as other employees who are not affected by Internal Revenue Code limits placed on plans such as the Company's 401(k) Plan; (ii) does not substantially increase the Company's financial obligations to its employees and directors (there are no employer matching contributions, only a crediting of deemed earnings); and (iii) provides additional incentives to the Company's employees and directors, since amounts set aside by the employees and directors are subject to the claims of the Company's creditors until paid. Under the Deferral Plans, only the payment of the compensation earned by the participant is deferred and there is no deferral of the expense in the Company's consolidated financial statements related to the participants' earnings; the Company records the related compensation expense in the year in which the compensation is earned by the participants. Under the Deferred Stock Plan, which was frozen to new deferrals effective January 1, 2007, each eligible participant could elect to defer between 0% and 100% of restricted stock awards granted during the election calendar year. Effective January 1, 2007, each participant may elect to defer up to 100% of their restricted share unit awards, performance shares and performance units under the Deferred Compensation Plan. Under the Deferred Compensation Plan, each participant may also elect to defer a minimum of $1,000 and a maximum of 90% of base salary and 100% of director fees, employee bonuses and commissions, as applicable, earned by the participants for the calendar year. Participants' cash-derived deferrals accrue earnings and appreciation based on the performance of mutual funds selected by the participant. The value of equity-based awards deferred under the Deferral Plans are based upon the performance of the Company's common stock. The Millbrook Deferred Compensation Plan and the Millbrook Supplemental Retirement Plan were assumed by the Company as part of an acquisition during fiscal 2008. Deferred compensation relates to a compensation arrangement implemented in 1984 by a predecessor of the acquired company in the form of a non-qualified defined benefit plan and a supplemental retirement plan which permitted former officers and certain management employees, at the time, to defer portions of their compensation to earn specified maximum benefits upon retirement. The future obligations, which are fixed in accordance with the plans, have been recorded at a discount rate of 5.7% . These plans do not allow new participants, and there are no active employees subject to these plans. At July 28, 2018 , total future obligations including interest, assuming commencement of payments at an individual's retirement age, as defined under the deferred compensation arrangement, were as follows: Fiscal Year (In thousands) 2019 $ 1,147 2020 940 2021 785 2022 766 2023 721 2024 and thereafter 2,349 $ 6,708 In an effort to provide for the benefits associated with the Deferral Plans and the Millbrook Deferred Compensation Plan, the Company owns whole-life insurance contracts on the plan participants. The cash surrender value of these policies included in "Other Assets" in the consolidated balance sheets was $22.9 million and $21.5 million at July 28, 2018 and July 29, 2017 , respectively. The changes in the cash surrender value of these policies are recorded as a gain or loss in "Other, net" within "Other expense (income)," in the Company's consolidated statements of income. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the fiscal year ended July 28, 2018 , income (loss) before income taxes consists of $205.3 million from U.S. operations and $7.4 million from foreign operations. For the fiscal year ended July 29, 2017 , income before income taxes consists of $211.5 million from U.S. operations and $2.9 million from foreign operations. For the fiscal year ended July 30, 2016 , income before income taxes consists of $208.8 million from U.S. operations and ($0.6) million from foreign operations. Total federal and state income tax (benefit) expense consists of the following: Current Deferred Total (In thousands) Fiscal year ended July 28, 2018 U.S. Federal $ 46,210 $ (16,648 ) $ 29,562 State & Local 13,310 1,878 15,188 Foreign 2,374 (49 ) 2,325 $ 61,894 $ (14,819 ) $ 47,075 Fiscal year ended July 29, 2017 U.S. Federal $ 70,669 $ (1,874 ) $ 68,795 State & Local 14,653 (82 ) 14,571 Foreign 837 65 902 $ 86,159 $ (1,891 ) $ 84,268 Fiscal year ended July 30, 2016 U.S. Federal $ 57,157 $ 11,383 $ 68,540 State & Local 12,718 1,310 14,028 Foreign 101 (213 ) (112 ) $ 69,976 $ 12,480 $ 82,456 Total income tax expense (benefit) was different than the amounts computed by applying the statutory federal income tax rate to income before income taxes because of the following: Fiscal year ended July 28, July 29, July 30, (In thousands) Computed "expected" tax expense $ 57,359 $ 75,048 $ 72,878 State and local income tax, net of Federal income tax benefit 10,501 9,694 9,412 Non-deductible expenses 955 1,951 1,549 Tax effect of share-based compensation 149 29 86 General business credits (552 ) (915 ) (135 ) Impacts related to the TCJA (21,719 ) — — Other, net 382 (1,539 ) (1,334 ) Total income tax expense $ 47,075 $ 84,268 $ 82,456 The income tax expense (benefit) for the years ended July 28, 2018 , July 29, 2017 and July 30, 2016 was allocated as follows: July 28, July 29, July 30, (In thousands) Income tax expense $ 47,075 $ 84,268 $ 82,456 Stockholders' equity, difference between compensation expense for tax purposes and amounts recognized for financial statement purposes — 1,320 83 Other comprehensive income 1,561 3,222 (2,050 ) $ 48,636 $ 88,810 $ 80,489 The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and deferred tax liabilities at July 28, 2018 and July 29, 2017 are presented below: July 28, July 29, (In thousands) Deferred tax assets: Inventories, principally due to additional costs inventoried for tax purposes $ 7,265 $ 9,416 Compensation and benefits related 25,740 35,482 Accounts receivable, principally due to allowances for uncollectible accounts 4,269 5,639 Accrued expenses 119 4,466 Net operating loss carryforwards 482 940 Foreign tax credits 445 — Other deferred tax assets 117 — Total gross deferred tax assets 38,437 55,943 Less valuation allowance (445 ) — Net deferred tax assets $ 37,992 $ 55,943 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation $ 39,978 $ 59,414 Intangible assets 36,544 53,633 Interest rate swap agreements 2,000 876 Accrued expenses 3,854 — Other — 218 Total deferred tax liabilities 82,376 114,141 Net deferred tax liabilities $ (44,384 ) $ (58,198 ) Current deferred income tax assets $ — $ 40,635 Non-current deferred income tax liabilities (44,384 ) (98,833 ) $ (44,384 ) $ (58,198 ) New tax legislation, the 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. 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 have been recorded for the estimated impact of the TCJA based on information that is currently available to the Company. These provisional estimates are comprised of the one-time mandatory repatriation transition tax. The repatriation transition tax is expected to have 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. In assessing the need to establish a valuation reserve for the recoverability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers relevant evidence, both positive and negative, to determine the need for a valuation allowance. Information evaluated includes the Company's financial position and results of operations for the current and preceding years, the availability of deferred tax liabilities and tax carrybacks, as well as an evaluation of currently available information about future years. At July 28, 2018 , the Company had net operating loss carryforwards of approximately $2.3 million for federal income tax purposes. The federal carryforwards are subject to an annual limitation of approximately $0.3 million under Internal Revenue Code Section 382. The carryforwards expire at various times between fiscal years 2019 and 2027 . As of July 28, 2018 , the Company has sufficient taxable income in the federal carryback period and anticipates sufficient future taxable income over the periods in which the net operating losses can be utilized. The Company also has the availability of future reversals of taxable temporary differences that are expected to generate taxable income in the future. Therefore, the ultimate realization of net operating losses federal and state tax purposes appears more likely than not at July 28, 2018 and correspondingly no valuation allowance has been established. The retained earnings of the Company's non-U.S. subsidiary that are subject to deemed repatriation and taxation under the TCJA are $13.3 million at July 28, 2018 . The Company utilized U.S. foreign tax credits to offset the deemed repatriation tax of $2.1 million . Further, we have established a deferred tax asset for the excess U.S. foreign tax credits of $0.4 million . Such credits are offset by a valuation allowance. The Company considers these unremitted earnings to be indefinitely reinvested; therefore, we have not provided a deferred tax liability for any residual tax that may be due upon repatriation of these earnings. The Company and its subsidiaries file income tax returns in the United States federal jurisdiction and in various state jurisdictions. UNFI Canada files income tax returns in Canada and certain of its provinces. U.S. federal income tax examination years prior to fiscal 2015 have either statutorily or administratively been closed with the Internal Revenue Service, and with limited exception, the fiscal tax years that remain subject to examination by state jurisdictions range from the Company's fiscal 2014 to fiscal 2017. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. The unrecognized tax benefit in the consolidated statements of income was de minimis for the fiscal years ended July 28, 2018 , July 29, 2017 , and July 30, 2016 . |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Jul. 28, 2018 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS The Company has several business units within the wholesale segment, which is the Company's only reportable segment. These business units have similar products and services, customer channels, distribution methods and historical margins. The wholesale segment is engaged in the distribution of natural, organic and specialty foods, produce and related products in the United States and Canada. The Company has additional operating segments that do not meet the quantitative thresholds for reportable segments and are therefore aggregated under the caption of "Other." "Other" includes a retail business, which was disposed in fiscal 2018, which engaged 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 business, which engages in 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 suppliers directly and exclusively to the Company's customers. "Other" also includes certain corporate operating expenses that are not allocated to business units, 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 business units 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. The Company has long-lived assets of $25.0 million held in Canada as of July 28, 2018. The following table reflects business segment information for the periods indicated (in thousands): Wholesale Other Eliminations Unallocated (Income)/ Expenses Consolidated (In thousands) Fiscal year ended July 28, 2018 Net sales $ 10,169,840 $ 228,465 $ (171,622 ) $ — $ 10,226,683 Restructuring and asset impairment expenses 67 15,946 — — 16,013 Operating income (loss) 260,363 (36,563 ) 3,425 — 227,225 Interest expense — — — 16,471 16,471 Interest income — — — (446 ) (446 ) Other, net — — — (1,545 ) (1,545 ) Income before income taxes 212,745 Depreciation and amortization 85,388 2,243 — — 87,631 Capital expenditures 43,402 1,206 — — 44,608 Goodwill 352,342 10,153 — — 362,495 Total assets 2,811,948 189,312 (36,788 ) — 2,964,472 Fiscal year ended July 29, 2017 Net sales 9,210,815 232,192 (168,536 ) — 9,274,471 Restructuring and asset impairment expenses 2,922 3,942 — — 6,864 Operating income (loss) 247,419 (21,857 ) 463 — 226,025 Interest expense — — — 17,114 17,114 Interest income — — — (360 ) (360 ) Other, net — — — (5,152 ) (5,152 ) Income before income taxes 214,423 Depreciation and amortization 83,063 2,988 — — 86,051 Capital expenditures 53,328 2,784 — — 56,112 Goodwill 353,234 18,025 — — 371,259 Total assets 2,724,069 203,154 (40,660 ) — 2,886,563 Fiscal year ended July 30, 2016 Net sales 8,395,821 238,691 (164,226 ) — 8,470,286 Restructuring and asset impairment expenses 2,811 2,741 — — 5,552 Operating income (loss) 228,476 (3,488 ) (879 ) — 224,109 Interest expense — — — 16,259 16,259 Interest income — — — (1,115 ) (1,115 ) Other, net — — — 743 743 Income before income taxes 208,222 Depreciation and amortization 68,278 2,728 — — 71,006 Capital expenditures 39,464 1,911 — — 41,375 Goodwill 348,143 18,025 — — 366,168 Total assets 2,672,620 201,603 (22,068 ) — 2,852,155 |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Jul. 28, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | QUARTERLY FINANCIAL DATA (UNAUDITED) The following table sets forth certain key interim financial information for the fiscal years ended July 28, 2018 and July 29, 2017 : First Quarter Second Quarter Third Quarter Fourth Quarter Full Year (In thousands except per share data) 2018 Net sales $ 2,457,545 $ 2,528,011 $ 2,648,879 $ 2,592,248 $ 10,226,683 Gross profit 367,216 371,522 408,087 375,942 1,522,767 Income before income taxes 52,394 36,485 77,834 46,032 212,745 Net income 30,505 50,486 51,891 32,788 165,670 Per common share income Basic: $ 0.60 $ 1.00 $ 1.03 $ 0.65 $ 3.28 Diluted: $ 0.60 $ 0.99 $ 1.02 $ 0.64 $ 3.26 * Weighted average basic Shares outstanding 50,817 50,449 50,424 50,431 50,530 Weighted average diluted Shares outstanding 50,957 50,741 50,751 50,901 50,837 Market Price High $ 44.94 $ 52.69 $ 49.81 $ 47.73 $ 52.69 Low $ 32.52 $ 38.04 $ 40.88 $ 32.03 $ 32.03 * Includes rounding First Quarter Second Quarter Third Quarter Fourth Quarter Full Year (In thousands except per share data) 2017 Net sales $ 2,278,364 $ 2,285,518 $ 2,369,556 $ 2,341,033 $ 9,274,471 Gross profit 349,016 344,945 366,361 368,599 1,428,921 Income before income taxes 48,533 42,028 60,325 63,537 214,423 Net income 29,217 25,482 36,587 38,869 130,155 Per common share income Basic: $ 0.58 $ 0.50 $ 0.72 $ 0.77 $ 2.57 Diluted: $ 0.58 $ 0.50 $ 0.72 $ 0.76 $ 2.56 Weighted average basic Shares outstanding 50,475 50,587 50,601 50,617 50,570 Weighted average diluted Shares outstanding 50,599 50,755 50,801 50,947 50,775 Market Price High $ 50.06 $ 49.39 $ 45.99 $ 42.38 $ 50.06 Low $ 38.55 $ 40.81 $ 39.47 $ 34.60 $ 34.60 |
SUBSEQUENT EVENTS (Notes)
SUBSEQUENT EVENTS (Notes) | 3 Months Ended |
Oct. 27, 2018 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS ABL Loan Agreement On August 30, 2018 (the "Signing Date”), the Company, entered into a Loan Agreement (the “New ABL Loan Agreement”), by and among the Company and United Natural Foods West, Inc. (together with the Company, the “U.S. Borrowers”), and UNFI Canada, Inc. (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “Lenders”), Bank of America, N.A. as administrative agent for the Lenders (the “ABL Administrative Agent”), Bank of America, N.A. (acting through its Canada branch), as Canadian agent for the Lenders (the “Canadian Agent”), and the other parties thereto. As of the Signing Date and as a result of the Company’s entry into the New ABL Loan Agreement, all of the commitments under the Amended Commitment Letter with respect to the Existing ABL Loan Agreement have been terminated and permanently reduced to zero. The commitment with respect to the New Term Loan Facility under the Amended Commitment Letter remained unchanged. The New ABL Loan Agreement provides for the New ABL Credit Facility (the loans thereunder, the “Loans”), of which up to (i) $1,950.0 million is available to the U.S. Borrowers and (ii) $50.0 million is available to the Canadian Borrower. The New ABL Loan Agreement also provides for (i) a $125.0 million sublimit of availability for letters of credit of which there is a further $5.0 million sublimit for the Canadian Borrower and (ii) a $100.0 million sublimit for short-term borrowings on a swingline basis of which there is a further $3.5 million sublimit for the Canadian Borrower. Under the New ABL Loan Agreement, the Borrowers may, at their option, increase the aggregate amount of the New ABL Credit Facility in an amount of up to $600.0 million (but in not less than $10.0 million increments) without the consent of any Lenders not participating in such increase, subject to certain customary conditions and applicable Lenders committing to provide the increase in funding. There can be no assurance that additional funding would be available. The obligations of the Lenders to provide Loans under the New ABL Loan Agreement on the Closing Date are subject to a number of customary conditions, including, without limitation, the consummation of the Merger (which must occur by January 25, 2019, subject to extension in certain circumstances pursuant to the terms of Merger Agreement) and execution and delivery by the borrowers and the guarantors of definitive documentation consistent with the New ABL Loan Agreement and the documentation standards specified therein. Existing Term Loan Agreement Prepayment On August 22, 2018, the Company notified its lenders that it intends to prepay its borrowings outstanding under its real estate backed term loan agreement, dated August 14, 2014 (as amended by the First Amendment Agreement, dated April 29, 2016, and the Second Amendment Agreement, dated September 1, 2016, the "Existing Term Loan Agreement") on October 1, 2018, which were approximately $110.0 million as of July 28, 2018. The Existing Term Loan Agreement was previously scheduled to terminate on the earlier of (a) August 14, 2022 and (b) the date that is ninety days prior to the termination date of the Existing ABL Loan Agreement. Concurrently with the prepayment of borrowings outstanding under the Existing Term Loan Agreement, the Company intends to draw on its Existing ABL Loan Agreement in an amount equal to its Existing Term Loan Agreement prepayment amount. |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. |
Inventories and Cost of Sales | Inventories and Cost of Sales Inventories consist primarily of finished goods and are stated at the lower of cost or market, with cost being determined using the first-in, first-out (FIFO) method. Allowances received from suppliers are recorded as reductions in cost of sales upon the sale of the related products. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Equipment under capital leases is stated at the lower of the present value of minimum lease payments at the inception of the lease or the fair value of the asset. Property and equipment includes the non-cash expenditures made by the landlord for the Aurora, Colorado distribution center in addition to office space utilized as the Company's Corporate headquarters in Providence, Rhode Island as the lease qualifies for capital lease treatment pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 840, Leases . Property and equipment also includes accumulated depreciation with respect to these items. Refer to Note 8, "Long-Term Debt", for additional information. Applicable interest charges incurred during the construction of new facilities may be capitalized as one of the elements of cost and are amortized over the assets' estimated useful lives. |
Income Taxes | Income Taxes |
Long-Lived Assets | Long-Lived Assets Management reviews long-lived assets, including definite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the assets' useful lives based on updated projections. If the evaluation indicates that the carrying amount of an asset may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We account for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of the acquisition at their respective estimated fair values. Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. In determining the estimated fair value for intangible assets, we typically utilize the income approach, which discounts the projected future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow. Refer to Note 2, "Acquisitions" , for further detail on the valuation of goodwill and intangible assets related to specific acquisitions. Goodwill and other intangible assets with indefinite lives are not amortized. Intangible assets with definite lives are amortized on a straight-line basis over the following lives: Customer relationships 7-20 years Non-competition agreements 1-10 years Trademarks and tradenames 4-10 years Goodwill is assigned to the reporting units that are expected to benefit from the synergies of the business combination that generated the goodwill. Approximately 97.2% of the Company's goodwill is within its wholesale reporting segment as of July 28, 2018 . The Company is required to test goodwill for impairment at least annually, and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has elected to perform its annual assessment for indications of goodwill impairment as of the first day of the fourth quarter of each fiscal year. In accordance with Accounting Standards Update ("ASU") No. 2011-08, Testing Goodwill for Impairment, ("ASU 2011-08") the Company is allowed to perform a qualitative assessment for goodwill impairment unless it believes it is more likely than not that a reporting unit's fair value is less than the carrying value. The thresholds used by the Company for this determination in fiscal 2018 were for any reporting units that (1) have passed their previous quantitative test with a margin of calculated fair value versus carrying value of at least 20% , (2) have had a quantitative test within the past five years, (3) have had no significant changes to their working capital structure, (4) have current year income which is at least 85% of prior year amounts, and (5) present no other factors to be considered as outlined in ASU 2011-08. The Company's reporting units are at or one level below the operating segment level. In accordance with accounting Standards Update (“ASU”) No. 2017-04, Intangibles, Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment , (“ASU- 2017-04”), which the Company early adopted as part of its fiscal 2017 annual goodwill impairment test, the Company is no longer required to perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment is measured using the difference between the carrying amount and the fair value of the reporting unit. During the second quarter of fiscal 2018, the Company made the decision to close three under-performing stores related to its Earth Origins Market ("Earth Origins") retail business. This decision 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 a goodwill impairment analysis should be performed 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 the analysis, performed in accordance with ASU 2017-04, the Company recorded a total impairment charge of $7.9 million to goodwill. Refer to Note 5, "Restructuring Activities", for additional information. The Company performed a qualitative test on its other reporting units as of the first day of the fourth quarter of fiscal 2018 based on the criteria noted above and determined that a quantitative test was not required. Intangible assets with indefinite lives are tested for impairment at least annually as of the first day of the fourth fiscal quarter and if events occur or circumstances change that would indicate that the value of the asset may be impaired. Impairment is measured as the difference between the fair value of the asset and its carrying value. In accordance with ASU No. 2011-08, the Company is allowed to perform a qualitative assessment for indefinite lived intangible assets unless it believes it is more likely than not that an intangible asset's fair value is less than the carrying value. The thresholds used by the Company for this determination as of the first day of the fourth quarter of fiscal 2018 were for any intangible assets (or groups of assets) that (1) have passed their previous quantitative test with a margin of calculated fair value versus carrying value of at least 20% , (2) have had a quantitative test performed within the past five years, and (3) the component that the asset relates to has current year income which is at least 85% of the immediately preceding fiscal year's amounts. The Company's indefinite lived intangible assets are comprised of its branded product line asset group and a Tony's Fine Foods ("Tony's") tradename. During fiscal 2018 , the Company performed its annual qualitative assessment of its indefinite lived intangible assets |
Equity and Cost Method Investments | Investments The Company has long term investments in unconsolidated entities which it accounts for using either the cost method or the equity method of accounting. Investments in which the Company cannot exercise significant influence over the operating and financial policies of the investee are recorded at their historical cost. Investments where the Company has the ability to exercise significant influence over the investee are accounted for using the equity method, with income or loss attributable to the Company from the investee adjusting the carrying value of the investment and recorded in the Company’s consolidated statements of income. The Company's cost and equity method investments are evaluated for other than temporary impairment in accordance with ASC 320 Investments — Debt and Equity Securities |
Revenue Recognition and Concentration of Credit Risk | Revenue Recognition and Concentration of Credit Risk The Company records revenue upon delivery of products. Revenues are recorded net of applicable sales discounts and estimated sales returns. Sales incentives provided to customers are accounted for as reductions in revenue as the related revenue is recorded. The Company's sales are primarily to customers located throughout the United States and Canada. Whole Foods Market, Inc. was the Company's largest customer in each fiscal year presented. Whole Foods Market, Inc. accounted for approximately 37% , 33% and 35% of the Company's net sales for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. There were no other customers that individually generated 10% or more of the Company's net sales during those periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments including cash and cash equivalents, accounts receivable, accounts payable and certain accrued expenses approximate fair value due to the short-term nature of these instruments. The following estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Refer to Note 9, "Fair Value Measurements", for additional information regarding the fair value hierarchy. The fair value of notes payable and long-term debt are based on the instruments' interest rate, terms, maturity date and collateral, if any, in comparison to the Company's incremental borrowing rate for similar financial instruments. 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. July 28, 2018 July 29, 2017 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Assets: Cash and cash equivalents $ 23,315 $ 23,315 $ 15,414 $ 15,414 Accounts receivable 579,702 579,702 525,636 525,636 Notes receivable 1,930 1,930 2,359 2,359 Liabilities: Accounts payable 517,125 517,125 534,616 534,616 Notes payable 210,000 210,000 223,612 223,612 Long-term debt, including current portion 150,150 155,317 161,991 169,058 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates. |
Notes Receivable, Trade | |
Share-Based Compensation | Share-Based Compensation The Company accounts for its share-based compensation in accordance with ASC 718, Stock Compensation . The Company has four share-based employee compensation plans, which are described more fully in Note 3, "Equity Plans". Share-based compensation consists of stock options, restricted stock units and performance units. The grant date closing price per share of the Company's stock is used to estimate the fair value of restricted stock units. Stock options are granted at exercise prices equal to the fair market value of the Company's stock at the dates of grant. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the individual grants. The Company's President, Chief Executive Officer and Chairman and its other executive officers or members of senior management have been granted performance units which vest, when and if earned, in accordance with the terms of the related performance unit award agreements. The Company recognizes share-based compensation expense based on the target number of shares of common stock and the Company’s stock price on the date of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by adding the dilutive potential common shares to the weighted average number of common shares that were outstanding during the period. For purposes of the diluted earnings per share calculation, outstanding stock options, restricted stock units and performance-based awards, if applicable, are considered common stock equivalents, using the treasury stock method |
Treasury Stock | Treasury Stock 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. 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 . The Company repurchased 614,660 shares of its common stock at an aggregate cost of $24.2 million in the fiscal year ended July 28, 2018 . |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is reported in accordance with ASU No. 2013-02, and includes net income and the change in other comprehensive income (loss). Other comprehensive income (loss) is comprised of the net change in fair value of derivative instruments designated as cash flow hedges, as well as foreign currency translation related to the translation of UNFI Canada, Inc. ("UNFI Canada") from the functional currency of Canadian dollars to U.S. dollar reporting currency. For all periods presented, the Company displays comprehensive income (loss) and its components in the consolidated statements of comprehensive income. |
Derivative Financial Instruments | Derivative Financial Instruments The Company is exposed to market risks arising from changes in interest rates, fuel costs, and with the operation of UNFI Canada, foreign currency exchange rates. The Company uses derivatives principally in the management of interest rate and fuel price exposure. From time to time the Company may use contracts to hedge transactions in foreign currency. The Company does not utilize derivatives that contain leverage features. For derivative transactions accounted for as hedges, on the date the Company enters into the derivative transaction, the exposure is identified. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking the hedge transaction. In this documentation, the Company specifically identifies the asset, liability, firm commitment, forecasted transaction, or net investment that has been designated as the hedged item and states how the hedging instrument is expected to reduce the risks related to the hedged item. The Company measures effectiveness of its hedging relationships both at hedge inception and on an ongoing basis as needed. |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs 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 totaled $582.9 million , $517.2 million and $467.5 million for the fiscal years ended July 28, 2018 , July 29, 2017 and July 30, 2016 , respectively. |
Reserves for Self Insurance | Reserves for Self-Insurance The Company is primarily self-insured for workers' compensation and general and automobile liability insurance. It is the Company's policy to record the self-insured portion of workers' compensation and automobile liabilities based upon actuarial methods to estimate the future cost of claims and related expenses that have been reported but not settled, and that have been incurred but not yet reported. |
Operating Lease Expenses | Operating Lease Expenses The Company records lease expense via the straight-line method. For leases with step rent provisions whereby the rental payments increase over the life of the lease, and for leases where the Company receives rent-free periods, the Company recognizes expense based on a straight-line basis based on the total minimum lease payments to be made over the expected lease term. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for employee and nonemployee shared-based payments. This ASU is effective for public business 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. The Company does not believe this guidance will have a material effect on its consolidated financial statements. In February 2018, the FASB issued 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. The Company is 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 Securities and Exchange Commission ("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 12, "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, with early adoption permitted. The Company early adopted the guidance in this ASU in the fourth quarter of fiscal 2018, with no impact to its financial position, results of operations, or cash flows. The Company’s hedging activities, which consist of its interest rate swaps designated as cash flow hedges, are described in further detail in Note 9. "Fair Value Measurements". In January 2017, the FASB issued ASU No. 2017-04, Intangibles, Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU no longer requires a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment is 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 is the first quarter of the fiscal year ending July 31, 2021, with early adoption permitted. The Company early adopted this ASU in connection with its annual goodwill impairment test performed in the fourth quarter of fiscal 2017. Refer to "(i) Goodwill and Intangible Assets" in this note for further information. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. This ASU is required for public companies with interim periods and fiscal years beginning after December 15, 2017 which for the Company will be the first quarter of the fiscal year ending August 3, 2019. The Company does not believe this guidance will have a material effect on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , to address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The eight specific issues are (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Businesses Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; (6) Distributions Received from Equity Method Investees; (7) Beneficial Interests in Securitization Transactions; and (8) Separately Identifiable Cash and Application of the Predominance Principle. The ASU is effective for public companies with interim and fiscal years beginning after December 15, 2018, which for the Company will be the first quarter of the fiscal year ending August 1, 2020. The Company is in the process of evaluating the impact that this new guidance will have on the Company's consolidated financial statements. 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 consolidated 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 accounts 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 an income tax expense related to tax deficiencies for share-based payments for the fiscal year ended July 28, 2018 of $1.1 million . For fiscal 2017 and 2016, the result would have increased income tax expense by $1.3 million and $0.1 million , respectively. 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. Information about the amounts and timing of our undiscounted future lease payments can be found in Note 10. "Commitments and Contingencies" in these consolidated financial statements. 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 systems, accounting policies, and processes and controls. 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 periods, beginning after December 15, 2016, which for the Company was the first quarter of the fiscal 2018. Early adoption at the beginning of an interim or annual period is permitted. 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 completed its assessment of the new standard in the fourth quarter of fiscal 2018, and has adopted this new guidance in the first quarter of fiscal 2019 using the modified retrospective method, with no significant financial statement impact. 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. The primary impact of adopting the new standard, contained within the wholesale distribution segment, is related to the sale of certain private label products for which revenue will be recognized over time under the new standard as opposed to at a point in time under the Company’s current policies. The effect of adopting this change resulted in an immaterial increase to Retained earnings, which was recorded in first quarter of fiscal 2019. Beginning in the first quarter of fiscal 2019, the Company will comply with enhanced revenue disclosure requirements, which will include expanded disclosure of relevant information about contracts with customers, disaggregated revenue, information on contract assets and liabilities, as well as other items requiring significant judgment and estimates used to recognize revenue. |
SIGNIFICANT ACCOUNTING POLICI24
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following at July 28, 2018 and July 29, 2017 : Original Estimated Useful Lives (Years) 2018 2017 (In thousands, except years) Land $ 52,929 $ 52,989 Buildings and improvements 20-40 446,665 396,733 Leasehold improvements 5-20 106,014 138,466 Warehouse equipment 3-30 185,669 173,591 Office equipment 3-10 85,734 95,794 Computer software 3-7 155,329 147,647 Motor vehicles 3-7 4,884 4,657 Construction in progress 22,105 17,968 1,059,329 1,027,845 Less accumulated depreciation and amortization 488,183 425,755 Net property and equipment $ 571,146 $ 602,090 |
Schedule of amortization of intangible assets with definite lives on a straight-line basis | Goodwill and other intangible assets with indefinite lives are not amortized. Intangible assets with definite lives are amortized on a straight-line basis over the following lives: Customer relationships 7-20 years Non-competition agreements 1-10 years Trademarks and tradenames 4-10 years |
Schedule of changes in the carrying amount of goodwill and the amount allocated by reportable segment | The changes in the carrying amount of goodwill and the amount allocated by reportable segment for the years presented are as follows (in thousands): Wholesale Other Total Goodwill as of July 30, 2016 $ 348,143 $ 18,025 $ 366,168 Goodwill from prior fiscal year business combinations 10,102 — 10,102 Contingent consideration for prior year business combinations (6,093 ) — (6,093 ) Change in foreign exchange rates 1,082 — 1,082 Goodwill as of July 29, 2017 $ 353,234 $ 18,025 $ 371,259 Impairment — (7,872 ) (7,872 ) Goodwill adjustment for prior fiscal year business combinations 220 — 220 Change in foreign exchange rates (1,112 ) — (1,112 ) Goodwill as of July 28, 2018 $ 352,342 $ 10,153 $ 362,495 |
Schedule of entity's other intangible assets | The following table presents the detail of the Company's other intangible assets (in thousands): July 28, 2018 July 29, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets: Customer relationships $ 197,246 $ 61,543 $ 135,703 $ 197,852 $ 48,044 $ 149,808 Non-compete agreements 2,900 1,914 986 2,900 1,334 1,566 Trademarks and tradenames 1,700 981 719 1,700 548 1,152 Total amortizing intangible assets 201,846 64,438 137,408 202,452 49,926 152,526 Indefinite lived intangible assets: Trademarks and tradenames 55,801 — 55,801 55,763 — 55,763 Total $ 257,647 $ 64,438 $ 193,209 $ 258,215 $ 49,926 $ 208,289 |
Schedule of estimated future amortization expense | The estimated future amortization expense for each of the next five fiscal years and thereafter on definite lived intangible assets existing as of July 28, 2018 is shown below: Fiscal Year: (In thousands) 2019 $ 15,147 2020 14,520 2021 13,622 2022 12,337 2023 12,845 2023 and thereafter 68,937 $ 137,408 |
Schedule of fair value of financial instruments | July 28, 2018 July 29, 2017 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Assets: Cash and cash equivalents $ 23,315 $ 23,315 $ 15,414 $ 15,414 Accounts receivable 579,702 579,702 525,636 525,636 Notes receivable 1,930 1,930 2,359 2,359 Liabilities: Accounts payable 517,125 517,125 534,616 534,616 Notes payable 210,000 210,000 223,612 223,612 Long-term debt, including current portion 150,150 155,317 161,991 169,058 |
Schedule of reconciliation of the weighted average number of shares outstanding used in the computation of the basic and diluted earnings per share | A reconciliation of the weighted average number of shares outstanding used in the computation of the basic and diluted earnings per share for all periods presented follows: Fiscal year ended July 28, July 29, July 30, (In thousands, except per share data) Basic weighted average shares outstanding 50,530 50,570 50,313 Net effect of dilutive common stock equivalents based upon the treasury stock method 307 205 86 Diluted weighted average shares outstanding 50,837 50,775 50,399 Potential anti-dilutive share-based payment awards excluded from the computation above 93 44 84 Net income $ 165,670 $ 130,155 $ 125,766 Basic earnings per share $ 3.28 $ 2.57 $ 2.50 Diluted earnings per share $ 3.26 $ 2.56 $ 2.50 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Nor-Cal Produce, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | 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) Final Opening Balance Sheet Accounts receivable $ 8,483 Inventories 1,902 Property and equipment 10,029 Other assets 125 Customer relationships 30,300 Tradename 1,000 Non-compete 500 Goodwill 36,517 Total assets $ 88,856 Liabilities 21,073 Total purchase price $ 67,783 |
Haddon House Food Products, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | 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) Final Opening Balance Sheet Accounts receivable $ 40,134 Other receivable 3,621 Inventories 46,440 Prepaid expenses and other current assets 1,744 Property and equipment 54,501 Other assets 280 Customer relationships 62,700 Tradename 700 Non-compete 700 Other intangible assets 2,000 Goodwill 43,585 Total assets $ 256,405 Liabilities 38,910 Total purchase price $ 217,495 |
Tony's Fine Foods | |
Business Acquisition [Line Items] | |
Schedule of Assets Acquired and Liabilities Assumed | . |
EQUITY PLANS (Tables)
EQUITY PLANS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of the weighted average assumptions used for stock options granted | The following summary presents the weighted average assumptions used for stock options granted in fiscal 2016 : Fiscal year ended July 30, Expected volatility 27.5 % Dividend yield — % Risk free interest rate 1.3 % Expected term (in years) 4.0 |
Schedule of the weighted-average remaining contractual term of options outstanding by range of exercise prices | |
Schedule of outstanding stock options and changes during the fiscal year | The following summary presents information regarding outstanding stock options as of July 28, 2018 and changes during the fiscal year then ended with regard to options under the Plans: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at beginning of year 328,689 $ 49.52 Exercised (37,012 ) $ 26.34 Outstanding at end of year 291,677 $ 52.46 4.4 years $ 200,391 Exercisable at end of year 262,235 $ 51.92 4.2 years $ 200,391 |
Schedule of restricted stock and restricted stock unit awards | Restricted Stock Units The fair value of restricted stock units and performance share units are determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date. The following summary presents information regarding restricted stock units and performance units under the Plans as of July 28, 2018 and changes during the fiscal year then ended: Number of Shares Weighted Average Grant-Date Fair Value Outstanding at July 29, 2017 1,270,111 $ 44.56 Granted 716,952 $ 40.06 Vested (434,730 ) $ 47.24 Forfeited (207,731 ) $ 41.38 Outstanding at July 28, 2018 1,344,602 $ 41.78 |
ALLOWANCE FOR DOUBTFUL ACCOUN27
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Receivables [Abstract] | |
Schedule of allowance for doubtful accounts and notes receivable | The allowance for doubtful accounts and notes receivable consists of the following: Fiscal year ended July 28, July 29, July 30, (In thousands) Balance at beginning of year $ 14,509 $ 11,230 $ 8,493 Additions charged to costs and expenses 12,006 5,728 6,426 Deductions (10,519 ) (2,449 ) (3,689 ) Balance at end of year $ 15,996 $ 14,509 $ 11,230 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 12 Months Ended | |
Jul. 28, 2018 | Jul. 29, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Schedule of Restructuring Costs and Liability | 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 stores and the closing of a Canadian facility. The remaining liability as of the fiscal year ended July 29, 2017 was de minimis. (in thousands) Restructuring Costs Recorded in Fiscal 2016 Cost saving measures: Severance $ 3,443 Early lease termination and facility closing costs 368 Operational transfer costs 570 Earth Origins: Severance 41 Store closing costs 443 Total $ 4,865 | |
Summary of Impairment Costs | The following is a summary of the impairment costs the Company recorded in fiscal 2016: (in thousands) Impairment Costs Canadian facility closure $ 413 Earth Origins store 274 Total $ 687 | |
Earth Origins Market | ||
Restructuring Cost and Reserve [Line Items] | ||
Schedule of Restructuring Costs and Liability | Restructuring Costs Recorded in Fiscal 2018 Payments and Other Adjustments Restructuring Cost Liability as of July 28, 2018 Severance and other employee separation and transition costs $ 819 (436 ) $ 383 Early lease termination and facility closing costs 1,400 (1,400 ) — Total $ 2,219 $ (1,836 ) $ 383 | |
2017 Cost Saving and Efficiency Initiatives[Member] [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Schedule of Restructuring Costs and Liability | The following is a summary of the restructuring costs the Company recorded in fiscal 2017, as well as the remaining liability as of July 28, 2018 (in thousands): Restructuring Costs Recorded in Fiscal 2017 Payments and Other Adjustments Restructuring Cost Liability as of July 28, 2018 Severance and other employee separation and transition costs $ 6,606 $ (5,905 ) $ 701 Early lease termination and facility closing costs 258 (258 ) — Total $ 6,864 $ (6,163 ) $ 701 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | As of July 28, 2018 and July 29, 2017 , the Company's long-term debt consisted of the following: July 28, July 29, (In thousands) Financing obligation, due monthly, and maturing in October 2028 at an effective interest rate of 7.32% $ 29,118 $ 30,368 Capital lease, Providence, Rhode Island corporate headquarters, due monthly, and maturing in April 2025 at an effective interest rate of 12.05% 12,196 13,074 Existing Term Loan Agreement, due quarterly (1) 108,836 118,549 $ 150,150 $ 161,991 Less: current installments 12,441 12,128 Long-term debt, excluding current installments $ 137,709 $ 149,863 |
Schedule of aggregate maturities of long-term debt | Aggregate maturities of long-term debt for the next five years and thereafter are as follows at July 28, 2018 : Year (In thousands) 2019 $ 12,441 2020 12,816 2021 93,203 2022 3,552 2023 4,066 2024 and thereafter 25,236 $ 151,314 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 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 $ 112.5 1.7950 % One-Month LIBOR Monthly |
Fair Value Disclosures [Text Block] | Fiscal Year Ended July 28, 2018 July 29, 2017 July 30, 2016 (In thousands) Interest Expense Interest Expense Interest Expense Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of cash flow hedges are recorded $ 16,471 $ 17,114 $ 16,259 Gain or (loss) on cash flow hedging relationships: Gain or (loss) reclassified from Comprehensive Income into income 827 (1,462 ) (2,082 ) FAIR VALUE MEASUREMENTS The Company utilizes ASC 820, Fair Value Measurements and Disclosures ("ASC 820"), for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed at fair value on at least an annual basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value: • Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. • Level 3 Inputs—One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. Hedging of Interest Rate Risk The Company manages its debt portfolio with interest rate swaps to achieve an overall desired position of fixed and floating rates. Details of outstanding swap agreements as of July 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 $ 112.5 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 July 28, 2018 . The Company performs an initial quantitative assessment of hedge effectiveness using the “Hypothetical Derivative Method” described in ASC 815 in the period in which the hedging transaction is entered into. 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. In future reporting periods the Company performs a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. The entire change in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings in interest expense when the hedged transactions affect earnings. The location and amount of gains or losses recognized in the Consolidated Statements of Income for cash flow hedging relationships for each of the periods, presented on a pretax basis, are as follows: Fiscal Year Ended July 28, 2018 July 29, 2017 July 30, 2016 (In thousands) Interest Expense Interest Expense Interest Expense Total amounts of income and expense line items presented in the consolidated results of operations in which the effects of cash flow hedges are recorded $ 16,471 $ 17,114 $ 16,259 Gain or (loss) on cash flow hedging relationships: Gain or (loss) reclassified from Comprehensive Income into income 827 (1,462 ) (2,082 ) Financial Instruments The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis as of July 28, 2018 and July 29, 2017 : Fair Value at July 28, 2018 Fair Value at July 29, 2017 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Prepaid Expenses and Other Current Assets: Interest Rate Swap — $ 1,459 — — — — Other Assets: Interest Rate Swap — 5,860 — $ 2,491 — Accrued Expenses and Other Current 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 Existing ABL 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. July 28, 2018 July 29, 2017 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities Long term debt, including current portion $ 150,150 $ 155,317 $ 161,991 $ 169,058 Fuel Supply Agreements From time to time the Company is a party to fixed price fuel supply agreements. During the fiscal year ended July 28, 2018 , the Company did not enter in any such agreements. During the fiscal year ended July 29, 2017 , the Company entered into several agreements which required it to purchase a portion of its diesel fuel each month at fixed prices through December 2016 . These fixed price fuel agreements qualify for the "normal purchase" exception under ASC 815; therefore, the fuel purchases under these contracts are expensed as incurred and included within operating expenses. |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Fair Value at July 28, 2018 Fair Value at July 29, 2017 (In thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Prepaid Expenses and Other Current Assets: Interest Rate Swap — $ 1,459 — — — — Other Assets: Interest Rate Swap — 5,860 — $ 2,491 — Accrued Expenses and Other Current Liabilities: Interest Rate Swap — — — — (308 ) — |
Schedule of carrying values and estimated fair values of debt instruments | July 28, 2018 July 29, 2017 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities Long term debt, including current portion $ 150,150 $ 155,317 $ 161,991 $ 169,058 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum annual fixed payments | Future minimum annual fixed payments required under non-cancelable operating leases having an original term of more than one year as of July 28, 2018 are as follows: Fiscal Year (In thousands) 2019 $ 64,688 2020 52,841 2021 36,521 2022 27,375 2023 19,429 2024 and thereafter 30,886 $ 231,740 |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of future obligations under deferred compensation arrangement | At July 28, 2018 , total future obligations including interest, assuming commencement of payments at an individual's retirement age, as defined under the deferred compensation arrangement, were as follows: Fiscal Year (In thousands) 2019 $ 1,147 2020 940 2021 785 2022 766 2023 721 2024 and thereafter 2,349 $ 6,708 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal and state income tax (benefit) expense | Total federal and state income tax (benefit) expense consists of the following: Current Deferred Total (In thousands) Fiscal year ended July 28, 2018 U.S. Federal $ 46,210 $ (16,648 ) $ 29,562 State & Local 13,310 1,878 15,188 Foreign 2,374 (49 ) 2,325 $ 61,894 $ (14,819 ) $ 47,075 Fiscal year ended July 29, 2017 U.S. Federal $ 70,669 $ (1,874 ) $ 68,795 State & Local 14,653 (82 ) 14,571 Foreign 837 65 902 $ 86,159 $ (1,891 ) $ 84,268 Fiscal year ended July 30, 2016 U.S. Federal $ 57,157 $ 11,383 $ 68,540 State & Local 12,718 1,310 14,028 Foreign 101 (213 ) (112 ) $ 69,976 $ 12,480 $ 82,456 |
Schedule reconciling expected tax expense under the U.S. statutory rate to total income tax expense (benefit) | Total income tax expense (benefit) was different than the amounts computed by applying the statutory federal income tax rate to income before income taxes because of the following: Fiscal year ended July 28, July 29, July 30, (In thousands) Computed "expected" tax expense $ 57,359 $ 75,048 $ 72,878 State and local income tax, net of Federal income tax benefit 10,501 9,694 9,412 Non-deductible expenses 955 1,951 1,549 Tax effect of share-based compensation 149 29 86 General business credits (552 ) (915 ) (135 ) Impacts related to the TCJA (21,719 ) — — Other, net 382 (1,539 ) (1,334 ) Total income tax expense $ 47,075 $ 84,268 $ 82,456 |
Schedule of income tax (benefit) allocation | The income tax expense (benefit) for the years ended July 28, 2018 , July 29, 2017 and July 30, 2016 was allocated as follows: July 28, July 29, July 30, (In thousands) Income tax expense $ 47,075 $ 84,268 $ 82,456 Stockholders' equity, difference between compensation expense for tax purposes and amounts recognized for financial statement purposes — 1,320 83 Other comprehensive income 1,561 3,222 (2,050 ) $ 48,636 $ 88,810 $ 80,489 |
Schedule of net deferred tax assets and deferred tax liabilities | The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and deferred tax liabilities at July 28, 2018 and July 29, 2017 are presented below: July 28, July 29, (In thousands) Deferred tax assets: Inventories, principally due to additional costs inventoried for tax purposes $ 7,265 $ 9,416 Compensation and benefits related 25,740 35,482 Accounts receivable, principally due to allowances for uncollectible accounts 4,269 5,639 Accrued expenses 119 4,466 Net operating loss carryforwards 482 940 Foreign tax credits 445 — Other deferred tax assets 117 — Total gross deferred tax assets 38,437 55,943 Less valuation allowance (445 ) — Net deferred tax assets $ 37,992 $ 55,943 Deferred tax liabilities: Plant and equipment, principally due to differences in depreciation $ 39,978 $ 59,414 Intangible assets 36,544 53,633 Interest rate swap agreements 2,000 876 Accrued expenses 3,854 — Other — 218 Total deferred tax liabilities 82,376 114,141 Net deferred tax liabilities $ (44,384 ) $ (58,198 ) Current deferred income tax assets $ — $ 40,635 Non-current deferred income tax liabilities (44,384 ) (98,833 ) $ (44,384 ) $ (58,198 ) |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Segment Reporting [Abstract] | |
Schedule of business segment information | Wholesale Other Eliminations Unallocated (Income)/ Expenses Consolidated (In thousands) Fiscal year ended July 28, 2018 Net sales $ 10,169,840 $ 228,465 $ (171,622 ) $ — $ 10,226,683 Restructuring and asset impairment expenses 67 15,946 — — 16,013 Operating income (loss) 260,363 (36,563 ) 3,425 — 227,225 Interest expense — — — 16,471 16,471 Interest income — — — (446 ) (446 ) Other, net — — — (1,545 ) (1,545 ) Income before income taxes 212,745 Depreciation and amortization 85,388 2,243 — — 87,631 Capital expenditures 43,402 1,206 — — 44,608 Goodwill 352,342 10,153 — — 362,495 Total assets 2,811,948 189,312 (36,788 ) — 2,964,472 Fiscal year ended July 29, 2017 Net sales 9,210,815 232,192 (168,536 ) — 9,274,471 Restructuring and asset impairment expenses 2,922 3,942 — — 6,864 Operating income (loss) 247,419 (21,857 ) 463 — 226,025 Interest expense — — — 17,114 17,114 Interest income — — — (360 ) (360 ) Other, net — — — (5,152 ) (5,152 ) Income before income taxes 214,423 Depreciation and amortization 83,063 2,988 — — 86,051 Capital expenditures 53,328 2,784 — — 56,112 Goodwill 353,234 18,025 — — 371,259 Total assets 2,724,069 203,154 (40,660 ) — 2,886,563 Fiscal year ended July 30, 2016 Net sales 8,395,821 238,691 (164,226 ) — 8,470,286 Restructuring and asset impairment expenses 2,811 2,741 — — 5,552 Operating income (loss) 228,476 (3,488 ) (879 ) — 224,109 Interest expense — — — 16,259 16,259 Interest income — — — (1,115 ) (1,115 ) Other, net — — — 743 743 Income before income taxes 208,222 Depreciation and amortization 68,278 2,728 — — 71,006 Capital expenditures 39,464 1,911 — — 41,375 Goodwill 348,143 18,025 — — 366,168 Total assets 2,672,620 201,603 (22,068 ) — 2,852,155 |
QUARTERLY FINANCIAL DATA (UNA35
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Jul. 28, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of interim financial information | The following table sets forth certain key interim financial information for the fiscal years ended July 28, 2018 and July 29, 2017 : First Quarter Second Quarter Third Quarter Fourth Quarter Full Year (In thousands except per share data) 2018 Net sales $ 2,457,545 $ 2,528,011 $ 2,648,879 $ 2,592,248 $ 10,226,683 Gross profit 367,216 371,522 408,087 375,942 1,522,767 Income before income taxes 52,394 36,485 77,834 46,032 212,745 Net income 30,505 50,486 51,891 32,788 165,670 Per common share income Basic: $ 0.60 $ 1.00 $ 1.03 $ 0.65 $ 3.28 Diluted: $ 0.60 $ 0.99 $ 1.02 $ 0.64 $ 3.26 * Weighted average basic Shares outstanding 50,817 50,449 50,424 50,431 50,530 Weighted average diluted Shares outstanding 50,957 50,741 50,751 50,901 50,837 Market Price High $ 44.94 $ 52.69 $ 49.81 $ 47.73 $ 52.69 Low $ 32.52 $ 38.04 $ 40.88 $ 32.03 $ 32.03 * Includes rounding First Quarter Second Quarter Third Quarter Fourth Quarter Full Year (In thousands except per share data) 2017 Net sales $ 2,278,364 $ 2,285,518 $ 2,369,556 $ 2,341,033 $ 9,274,471 Gross profit 349,016 344,945 366,361 368,599 1,428,921 Income before income taxes 48,533 42,028 60,325 63,537 214,423 Net income 29,217 25,482 36,587 38,869 130,155 Per common share income Basic: $ 0.58 $ 0.50 $ 0.72 $ 0.77 $ 2.57 Diluted: $ 0.58 $ 0.50 $ 0.72 $ 0.76 $ 2.56 Weighted average basic Shares outstanding 50,475 50,587 50,601 50,617 50,570 Weighted average diluted Shares outstanding 50,599 50,755 50,801 50,947 50,775 Market Price High $ 50.06 $ 49.39 $ 45.99 $ 42.38 $ 50.06 Low $ 38.55 $ 40.81 $ 39.47 $ 34.60 $ 34.60 |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 28, 2018 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Basis of Presentation | ||||
Days in fiscal year | 364 days | 364 days | 364 days | |
Days in interim quarter | 91 days | 91 days | 91 days | |
Cash Equivalents | ||||
Maximum original maturity of securities to be classified as cash equivalents (in months) | 3 months | |||
Use of Estimates | ||||
Increase (Decrease) in Accounts Payable | $ 20,900 | $ 4,395 | $ 90,217 | $ 14,379 |
Change in Accounting Estimate, Effect of Change on Net Income | $ 13,900 | |||
Change in Accounting Estimate, Effect of Change on Diluted Earnings Per Share | $ 0.27 | |||
Property and equipment | ||||
Interest capitalized | 0 | 400 | ||
Property and equipment | ||||
Property and equipment, gross | 1,059,329 | 1,027,845 | ||
Less accumulated depreciation and amortization | 488,183 | 425,755 | ||
Net property and equipment | 571,146 | 602,090 | ||
Depreciation expense | 71,500 | 69,800 | $ 61,100 | |
Land | ||||
Property and equipment | ||||
Property and equipment, gross | 52,929 | 52,989 | ||
Buildings and improvements | ||||
Property and equipment | ||||
Property and equipment, gross | 446,665 | 396,733 | ||
Leasehold improvements | ||||
Property and equipment | ||||
Property and equipment, gross | 106,014 | 138,466 | ||
Warehouse equipment | ||||
Property and equipment | ||||
Property and equipment, gross | 185,669 | 173,591 | ||
Office equipment | ||||
Property and equipment | ||||
Property and equipment, gross | 85,734 | 95,794 | ||
Computer software | ||||
Property and equipment | ||||
Property and equipment, gross | 155,329 | 147,647 | ||
Motor vehicles | ||||
Property and equipment | ||||
Property and equipment, gross | 4,884 | 4,657 | ||
Construction in progress | ||||
Property and equipment | ||||
Property and equipment, gross | $ 22,105 | $ 17,968 | ||
Minimum | Buildings and improvements | ||||
Property and equipment | ||||
Original estimated useful lives | 20 years | 20 years | ||
Minimum | Leasehold improvements | ||||
Property and equipment | ||||
Original estimated useful lives | 5 years | 5 years | ||
Minimum | Warehouse equipment | ||||
Property and equipment | ||||
Original estimated useful lives | 3 years | 3 years | ||
Minimum | Office equipment | ||||
Property and equipment | ||||
Original estimated useful lives | 3 years | 3 years | ||
Minimum | Computer software | ||||
Property and equipment | ||||
Original estimated useful lives | 3 years | 3 years | ||
Minimum | Motor vehicles | ||||
Property and equipment | ||||
Original estimated useful lives | 3 years | 3 years | ||
Maximum | Buildings and improvements | ||||
Property and equipment | ||||
Original estimated useful lives | 40 years | 40 years | ||
Maximum | Leasehold improvements | ||||
Property and equipment | ||||
Original estimated useful lives | 20 years | 20 years | ||
Maximum | Warehouse equipment | ||||
Property and equipment | ||||
Original estimated useful lives | 30 years | 30 years | ||
Maximum | Office equipment | ||||
Property and equipment | ||||
Original estimated useful lives | 10 years | 10 years | ||
Maximum | Computer software | ||||
Property and equipment | ||||
Original estimated useful lives | 7 years | 7 years | ||
Maximum | Motor vehicles | ||||
Property and equipment | ||||
Original estimated useful lives | 7 years | 7 years |
SIGNIFICANT ACCOUNTING POLICI37
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Jul. 28, 2018 | |
Minimum | Customer relationships | |
Intangible assets with definite lives | |
Useful lives of intangibles assets with definite lives | 7 years |
Minimum | Non-compete agreements | |
Intangible assets with definite lives | |
Useful lives of intangibles assets with definite lives | 1 year |
Minimum | Trademarks and tradenames | |
Intangible assets with definite lives | |
Useful lives of intangibles assets with definite lives | 4 years |
Maximum | Customer relationships | |
Intangible assets with definite lives | |
Useful lives of intangibles assets with definite lives | 20 years |
Maximum | Non-compete agreements | |
Intangible assets with definite lives | |
Useful lives of intangibles assets with definite lives | 10 years |
Maximum | Trademarks and tradenames | |
Intangible assets with definite lives | |
Useful lives of intangibles assets with definite lives | 10 years |
SIGNIFICANT ACCOUNTING POLICI38
SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
May 02, 2015 | Jul. 28, 2018 | Jul. 29, 2017 | |
Goodwill | |||
Percentage for qualitative assessment (as a percent) | 20.00% | ||
Minimum pre-tax operating income threshold as a percentage of prior year amounts for goodwill allocation | 85.00% | ||
Goodwill Impairment | $ (7,872) | ||
Restructuring and asset impairment | $ 0 | 7,872 | $ 0 |
Changes in the carrying amount of goodwill and the amount allocated by reportable segment | |||
Goodwill as of July 30, 2016 | 371,259 | 366,168 | |
Goodwill from prior fiscal year business combinations | 10,102 | ||
Goodwill adjustment for prior fiscal year business combinations | 220 | (6,093) | |
Change in foreign exchange rates | (1,112) | 1,082 | |
Goodwill as of July 28, 2018 | $ 362,495 | 371,259 | |
Wholesale | |||
Goodwill | |||
Allocated percentage of goodwill | 97.20% | ||
Goodwill Impairment | $ 0 | ||
Changes in the carrying amount of goodwill and the amount allocated by reportable segment | |||
Goodwill as of July 30, 2016 | 353,234 | 348,143 | |
Goodwill from prior fiscal year business combinations | 10,102 | ||
Goodwill adjustment for prior fiscal year business combinations | 220 | (6,093) | |
Change in foreign exchange rates | (1,112) | 1,082 | |
Goodwill as of July 28, 2018 | 352,342 | 353,234 | |
Other | |||
Goodwill | |||
Goodwill Impairment | 7,872 | ||
Changes in the carrying amount of goodwill and the amount allocated by reportable segment | |||
Goodwill as of July 30, 2016 | 18,025 | 18,025 | |
Goodwill from prior fiscal year business combinations | 0 | ||
Goodwill adjustment for prior fiscal year business combinations | 0 | 0 | |
Change in foreign exchange rates | 0 | 0 | |
Goodwill as of July 28, 2018 | $ 10,153 | $ 18,025 |
SIGNIFICANT ACCOUNTING POLICI39
SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Amortizing intangible assets: | |||
Gross Carrying Amount | $ 201,846 | $ 202,452 | |
Accumulated Amortization | 64,438 | 49,926 | |
Net | 137,408 | 152,526 | |
Total intangible assets | |||
Intangible assets, gross | 257,647 | 258,215 | |
Intangible assets, net | 193,209 | 208,289 | |
Amortization expense | 15,000 | 15,200 | $ 8,900 |
Estimated future amortization expense on finite lived intangible assets | |||
2,014 | 15,147 | ||
2,015 | 14,520 | ||
2,016 | 13,622 | ||
2,017 | 12,337 | ||
2,018 | 12,845 | ||
2023 and thereafter | 68,937 | ||
Net | 137,408 | 152,526 | |
Customer relationships | |||
Amortizing intangible assets: | |||
Gross Carrying Amount | 197,246 | 197,852 | |
Accumulated Amortization | 61,543 | 48,044 | |
Net | 135,703 | 149,808 | |
Estimated future amortization expense on finite lived intangible assets | |||
Net | 135,703 | 149,808 | |
Non-compete agreements | |||
Amortizing intangible assets: | |||
Gross Carrying Amount | 2,900 | 2,900 | |
Accumulated Amortization | 1,914 | 1,334 | |
Net | 986 | 1,566 | |
Estimated future amortization expense on finite lived intangible assets | |||
Net | 986 | 1,566 | |
Trademarks and tradenames | |||
Amortizing intangible assets: | |||
Gross Carrying Amount | 1,700 | 1,700 | |
Accumulated Amortization | 981 | 548 | |
Net | 719 | 1,152 | |
Indefinite lived intangible assets: | |||
Indefinite lived intangible assets | 55,801 | 55,763 | |
Indefinite-Lived Intangible assets, accumulated amortization | 0 | 0 | |
Estimated future amortization expense on finite lived intangible assets | |||
Net | $ 719 | $ 1,152 |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES (Details 5) - Net Sales - Customer Concentration | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Low | |||
Concentration of Credit Risk | |||
Threshold percentage to qualify as major customer | 10.00% | ||
Whole Foods Market | |||
Concentration of Credit Risk | |||
Sales to major customer (as a percent) | 37.00% | 33.00% | 35.00% |
SIGNIFICANT ACCOUNTING POLICI41
SIGNIFICANT ACCOUNTING POLICIES (Details 6) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
Carrying Value | ||
Assets: | ||
Cash and cash equivalents | $ 23,315 | $ 15,414 |
Accounts receivable | 579,702 | 525,636 |
Notes receivable | 1,930 | 2,359 |
Liabilities: | ||
Accounts payable | 517,125 | 534,616 |
Notes payable | 210,000 | 223,612 |
Long-term debt, including current portion | 150,150 | 161,991 |
Fair Value | ||
Assets: | ||
Cash and cash equivalents | 23,315 | 15,414 |
Accounts receivable | 579,702 | 525,636 |
Notes receivable | 1,930 | 2,359 |
Liabilities: | ||
Accounts payable | 517,125 | 534,616 |
Notes payable | 210,000 | 223,612 |
Long-term debt, including current portion | $ 155,317 | $ 169,058 |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES (Details 7) | 12 Months Ended |
Jul. 28, 2018Plan | |
Equity plans | |
Number of employee compensation plans (in plans) | 4 |
Stock options | |
Equity plans | |
Portion of share-based awards with immediate vesting for Board of Directors | 50.00% |
Restricted stock awards and units | |
Equity plans | |
Graded vesting period for employees | 4 years |
Vesting period for Board of Directors (in years) | 6 months |
Portion of share-based awards with immediate vesting for Board of Directors | 50.00% |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details 8) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | Oct. 06, 2017 | |
Earnings Per Share | ||||||||||||
Basic weighted average shares outstanding | 50,431,000 | 50,424,000 | 50,449,000 | 50,817,000 | 50,617,000 | 50,601,000 | 50,587,000 | 50,475,000 | 50,530,000 | 50,570,000 | 50,313,000 | |
Net effect of dilutive common stock equivalents based upon the treasury stock method | 307,000 | 205,000 | 86,000 | |||||||||
Diluted weighted average shares outstanding | 50,901,000 | 50,751,000 | 50,741,000 | 50,957,000 | 50,947,000 | 50,801,000 | 50,755,000 | 50,599,000 | 50,837,000 | 50,775,000 | 50,399,000 | |
Potential anti-dilutive share-based payment awards excluded from the computation above | 93,000 | 44,000 | 84,000 | |||||||||
Net Income | $ 32,788 | $ 51,891 | $ 50,486 | $ 30,505 | $ 38,869 | $ 36,587 | $ 25,482 | $ 29,217 | $ 165,670 | $ 130,155 | $ 125,766 | |
Net income (in dollars per share) | $ 3.28 | $ 2.57 | $ 2.50 | |||||||||
Net income (in dollars per share) | $ 3.26 | $ 2.56 | $ 2.50 | |||||||||
Treasury Stock [Abstract] | ||||||||||||
Stock Repurchase Program, Authorized Amount | $ 200,000 | |||||||||||
Treasury Stock, Shares, Acquired | 614,660 | |||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ (24,231) | |||||||||||
Shipping and Handling Fees and Costs | ||||||||||||
Outbound shipping and handling costs, excluding employee benefit expenses | $ 582,900 | $ 517,200 | $ 467,500 |
SIGNIFICANT ACCOUNTING POLICI44
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES (Details 9) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
income tax expense related to tax deficiencies for share-based payments | $ 1,100 | ||
Tax deficit associated with stock plans | 0 | $ 1,320 | |
Tax deficit associated with stock plans | $ (83) | ||
Deferred income taxes | 0 | 40,635 | |
Debt Issuance Costs, Noncurrent, Net | 1,200 | 1,500 | |
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] | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 1,314 | ||
Tax deficit associated with stock plans | $ 1,320 | ||
Tax deficit associated with stock plans | $ (83) |
SIGNIFICANT ACCOUNTING POLICI45
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES (Details 10) $ in Thousands | 12 Months Ended |
Jul. 28, 2018USD ($) | |
Gain (Loss) on Investments [Line Items] | |
Gain (Loss) on Investments | $ 6,100 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - Global Organic/Specialty Source, Inc. - USD ($) $ in Thousands | Mar. 07, 2016 | Jul. 29, 2017 | Jul. 28, 2018 |
Business Acquisition [Line Items] | |||
Business acquisition, cash consideration paid | $ 20,600 | ||
Customer Lists | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 7,400 | ||
Finite-lived intangible asset, useful life | 10 years |
ACQUISITIONS (Details 2)
ACQUISITIONS (Details 2) - USD ($) $ in Thousands | Mar. 31, 2016 | Apr. 28, 2018 | Jan. 27, 2018 | Jul. 30, 2016 | Jul. 28, 2018 | Jul. 29, 2017 |
Assets Acquired and Liabilities Assumed | ||||||
Goodwill | $ 366,168 | $ 362,495 | $ 371,259 | |||
Goodwill, Purchase Accounting Adjustments | $ 10,102 | |||||
Nor-Cal Produce, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 51,400 | |||||
Business acquisition, cash consideration paid | $ 67,800 | |||||
Assets Acquired and Liabilities Assumed | ||||||
Accounts receivable | 8,483 | |||||
Inventories | 1,902 | |||||
Property and equipment | 10,029 | |||||
Other assets | 125 | |||||
Goodwill | 36,517 | |||||
Goodwill, Purchase Accounting Adjustments | $ (120) | $ (2,908) | ||||
Total assets | 88,856 | |||||
Liabilities | 21,073 | |||||
Total purchase price | $ 67,783 | |||||
Measurement period adjustments, total purchase price | $ 797 | |||||
Customer Lists | Nor-Cal Produce, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asset, useful life | 13 years | |||||
Assets Acquired and Liabilities Assumed | ||||||
Finite-lived intangible assets | $ 30,300 | |||||
Tradename | Nor-Cal Produce, Inc. | ||||||
Assets Acquired and Liabilities Assumed | ||||||
Finite-lived intangible assets | $ 1,000 | |||||
Non-compete agreements | Nor-Cal Produce, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asset, useful life | 5 years | |||||
Assets Acquired and Liabilities Assumed | ||||||
Finite-lived intangible assets | $ 500 |
ACQUISITIONS (Details 3)
ACQUISITIONS (Details 3) - USD ($) $ in Thousands | May 13, 2016 | Jul. 30, 2016 | Jul. 28, 2018 | Jul. 29, 2017 |
Assets Acquired and Liabilities Assumed | ||||
Goodwill | $ 366,168 | $ 362,495 | $ 371,259 | |
Goodwill, Purchase Accounting Adjustments | 10,102 | |||
Acquisition costs | $ 2,100 | |||
Haddon House Food Products, Inc. | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, cash consideration paid | 217,495 | |||
Assets Acquired and Liabilities Assumed | ||||
Accounts receivable | 40,134 | |||
Other receivable | 3,621 | |||
Inventories | 46,440 | |||
Prepaid expenses and other current assets | 1,744 | |||
Property and equipment | 54,501 | |||
Other assets | 280 | |||
Goodwill | 43,585 | |||
Total assets | 256,405 | |||
Liabilities | 38,910 | |||
Total purchase price | 217,495 | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 100,400 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | (1,565) | |||
Other Intangible Assets | Haddon House Food Products, Inc. | ||||
Assets Acquired and Liabilities Assumed | ||||
Other intangible assets | 2,000 | |||
Customer Lists | Haddon House Food Products, Inc. | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 13 years | |||
Assets Acquired and Liabilities Assumed | ||||
Finite-lived intangible assets | 62,700 | |||
Tradename | Haddon House Food Products, Inc. | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 3 years | |||
Assets Acquired and Liabilities Assumed | ||||
Finite-lived intangible assets | 700 | |||
Non-compete agreements | Haddon House Food Products, Inc. | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Assets Acquired and Liabilities Assumed | ||||
Finite-lived intangible assets | $ 700 |
ACQUISITIONS (Details 4)
ACQUISITIONS (Details 4) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 |
Assets Acquired and Liabilities Assumed | |||
Goodwill | $ 362,495 | $ 371,259 | $ 366,168 |
Acquisition costs | $ 2,100 |
ACQUISITIONS (Details 5)
ACQUISITIONS (Details 5) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Oct. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Jul. 28, 2018 | Aug. 10, 2016 | Jul. 30, 2016 | |
Business Acquisition [Line Items] | ||||||
Estimated Purchase Price | $ 2,900,000 | |||||
Goodwill, Purchase Accounting Adjustments | $ 10,102 | |||||
Goodwill | $ 371,259 | 362,495 | $ 366,168 | |||
Gourmet Guru, Inc. [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 10,000 | |||||
Finite-lived intangible asset, useful life | 2 years | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | $ 200 | |||||
Finite-Lived Customer Relationships, Gross | $ 1,000 | |||||
Goodwill | $ 10,300 |
EQUITY PLANS (Details)
EQUITY PLANS (Details) $ in Millions | 12 Months Ended | ||||||
Aug. 03, 2019shares | Jul. 28, 2018USD ($)Planinstallmentshares | Jul. 29, 2017USD ($)shares | Jul. 30, 2016USD ($) | Dec. 13, 2017shares | Dec. 16, 2015shares | Dec. 15, 2015shares | |
Equity plans | |||||||
Share-based compensation expense | $ | $ 25.8 | $ 25.7 | $ 15.3 | ||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ | 6.5 | 10 | 6.1 | ||||
Unrecognized compensation cost | $ | $ 36 | ||||||
Estimated weighted-average period for unrecognized compensation cost (in years) | 2 years 4 months 2 days | ||||||
Stock Incentive Plan 2002 | |||||||
Equity plans | |||||||
Maximum term of options granted | 4 years | ||||||
Shares authorized for grant under the plans | shares | 2,800,000 | ||||||
Equity Incentive Plan 2004 | |||||||
Equity plans | |||||||
Maximum term of options granted | 10 years | ||||||
Number of equal annual installments in which awards are vested for employees (in installments) | installment | 4 | ||||||
Equity Incentive Plan 2012 | |||||||
Equity plans | |||||||
Shares authorized for grant under the plans | shares | 1,800,000 | 2,000,000 | 1,250,000 | ||||
Number of shares available for grant | shares | 2,676,949 | ||||||
Number of equal annual installments in which awards are vested for non-employee directors | installment | 2 | ||||||
Performance-based share awards | |||||||
Equity plans | |||||||
Share-based compensation expense | $ | $ 5.6 | $ 9 | $ 0 | ||||
Weighted average assumptions | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 75,000 | 109,100 | 397,242 | ||||
Stock options | |||||||
Equity plans | |||||||
Number of stock option plans | Plan | 3 | ||||||
Weighted average assumptions | |||||||
Expected volatility | 27.50% | ||||||
Dividend yield | 0.00% | ||||||
Risk free interest rate | 1.30% | ||||||
Expected term (in years) | 4 years |
EQUITY PLANS (Details 4)
EQUITY PLANS (Details 4) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Aug. 03, 2019$ / sharesshares | Jul. 28, 2018USD ($)installment$ / sharesshares | Jul. 29, 2017USD ($)$ / sharesshares | Jul. 30, 2016USD ($) | |
Restricted stock awards and units | ||||
Number of Shares | ||||
Outstanding at July 30, 2016 (in shares) | 1,344,602 | 1,270,111 | ||
Granted (in shares) | 716,952 | |||
Vested (in shares) | (434,730) | |||
Forfeited (in shares) | (207,731) | |||
Outstanding at July 29, 2017 (in shares) | 1,344,602 | 1,270,111 | ||
Weighted Average Grant-Date Fair Value | ||||
Outstanding at July 30, 2016 (in dollars per share) | $ / shares | $ 41.78 | $ 44.56 | ||
Granted (in dollars per share) | $ / shares | 40.06 | |||
Vested (in dollars per share) | $ / shares | 47.24 | |||
Forfeited (in dollars per share) | $ / shares | 41.38 | |||
Outstanding at July 29, 2017 (in dollars per share) | $ / shares | $ 41.78 | $ 44.56 | ||
Intrinsic value | $ | $ 12.4 | $ 10.5 | $ 12.3 | |
Graded vesting period for employees | 4 years | |||
Performance-based share awards | ||||
Number of Shares | ||||
Granted (in shares) | 75,000 | 109,100 | 397,242 | |
Vested (in shares) | (111,860) | (150,396) | ||
Weighted Average Grant-Date Fair Value | ||||
Number of additional shares issued if performance exceeded specified targeted levels | 109,100 | 221,242 | ||
Performance units | ||||
Weighted Average Grant-Date Fair Value | ||||
Intrinsic value | $ | $ 0 | |||
Performance Shares Units | ||||
Weighted Average Grant-Date Fair Value | ||||
Granted (in dollars per share) | $ / shares | $ 39.74 | $ 40.82 | ||
Intrinsic value | $ | $ 3.6 | $ 5.7 | ||
Equity Incentive Plan 2004 | ||||
Equity plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Installments | installment | 4 |
EQUITY PLANS (Details 3)
EQUITY PLANS (Details 3) - USD ($) | 12 Months Ended | |||
Aug. 03, 2019 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Performance-based share awards | ||||
Equity plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 75,000 | 109,100 | 397,242 | |
Stock options | ||||
Number of Options | ||||
Outstanding at beginning of year (in shares) | 291,677 | 328,689 | ||
Exercised (in shares) | (37,012) | |||
Outstanding at end of year (in shares) | 291,677 | 328,689 | ||
Exercisable at end of year (in shares) | 262,235 | |||
Weighted Average Exercise Price | ||||
Outstanding at beginning of year (in dollars per share) | $ 52.46 | $ 49.52 | ||
Exercised (in dollars per share) | 26.34 | |||
Outstanding at end of year (in dollars per share) | 52.46 | $ 49.52 | ||
Exercisable at end of year (in dollars per share) | $ 51.92 | |||
Weighted Average Remaining Contractual Term | ||||
Outstanding at end of year | 4 years 4 months 28 days | |||
Exercisable at end of year | 4 years 2 months 12 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at end of year | $ 200,391 | |||
Exercisable at end of year | $ 200,391 | |||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 0 | $ 15.59 | ||
Aggregate intrinsic value of options exercised | $ 700,000 | $ 100,000 | $ 2,600,000 |
ALLOWANCE FOR DOUBTFUL ACCOUN54
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE (Details) - Allowance for doubtful accounts and notes receivable. - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Allowance for doubtful accounts and notes receivable activity | |||
Balance at beginning of year | $ 14,509 | $ 11,230 | $ 8,493 |
Additions charged to costs and expenses | 12,006 | 5,728 | 6,426 |
Deductions | (10,519) | (2,449) | (3,689) |
Balance at end of year | $ 15,996 | $ 14,509 | $ 11,230 |
RESTRUCTURING ACTIVITIES (Detai
RESTRUCTURING ACTIVITIES (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 28, 2018USD ($) | Jan. 27, 2018USD ($) | Jul. 29, 2017USD ($)store | Jan. 28, 2017USD ($) | Jan. 31, 2015USD ($) | Nov. 01, 2014USD ($) | Jan. 30, 2016USD ($) | Jul. 28, 2018USD ($) | Jul. 29, 2017USD ($) | Jul. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Goodwill impairment | $ 7,872 | |||||||||
Gain (Loss) on Disposition of Assets | $ 2,700 | |||||||||
Restructuring costs | $ 4,865 | |||||||||
Restructuring and impairment charges | (16,013) | (6,864) | $ (5,552) | |||||||
Impairment charge | 687 | |||||||||
2017 Cost Saving and Efficiency Initiatives[Member] [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 6,864 | |||||||||
Restructuring and impairment charges | (124) | |||||||||
Restructuring cash payments | (6,163) | |||||||||
Restructuring cost liability | 701 | 701 | ||||||||
Cost Saving Measures | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | $ 4,400 | |||||||||
Earth Origins Market | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Impairment of Long-Lived Assets Held-for-use | $ 3,400 | |||||||||
Restructuring costs | $ 500 | 2,219 | ||||||||
Restructuring and impairment charges | $ (800) | (16,137) | ||||||||
Number of stores closed | store | 2 | |||||||||
Impairment charge | $ 274 | |||||||||
Restructuring cash payments | (1,836) | |||||||||
Restructuring cost liability | 383 | 383 | ||||||||
Canadian Facility Closure | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | $ 200 | |||||||||
Impairment charge | $ 413 | $ 600 | ||||||||
Employee Severance | 2017 Cost Saving and Efficiency Initiatives[Member] [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 6,606 | |||||||||
Restructuring cash payments | (5,905) | |||||||||
Restructuring cost liability | 701 | 701 | ||||||||
Employee Severance | Cost Saving Measures | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 3,443 | |||||||||
Employee Severance | Earth Origins Market | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 819 | 41 | ||||||||
Restructuring cash payments | (436) | |||||||||
Restructuring cost liability | 383 | 383 | ||||||||
Facility Closing and Operational Transfer Costs | Cost Saving Measures | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 900 | |||||||||
Facility Closing | 2017 Cost Saving and Efficiency Initiatives[Member] [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 258 | |||||||||
Restructuring cash payments | (258) | |||||||||
Restructuring cost liability | 0 | 0 | ||||||||
Facility Closing | Cost Saving Measures | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 368 | |||||||||
Facility Closing | Earth Origins Market | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | 1,400 | 443 | ||||||||
Restructuring cash payments | (1,400) | |||||||||
Restructuring cost liability | $ 0 | $ 0 | ||||||||
Operational Transfer Costs | Cost Saving Measures | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring costs | $ 570 | |||||||||
Florida | Earth Origins Market | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of stores closed | store | 1 |
ACCRUED EXPENSES AND OTHER CU56
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Accrued salaries and employee benefits | $ 66,132 | $ 63,937 |
Workers' compensation and automobile liabilities | 24,975 | 22,774 |
Interest rate swap liability | 0 | 308 |
Other | 78,551 | 70,224 |
Total accrued expenses and other current liabilities | $ 169,658 | $ 157,243 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) | Aug. 31, 2018USD ($) | Apr. 29, 2016USD ($)quarter | May 31, 2012 | Aug. 30, 2018USD ($) | Jul. 28, 2018USD ($) | May 28, 2014USD ($) |
Notes payable | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.125% | |||||
Letter of credit commitments | $ 24,300,000 | |||||
Minimum | ||||||
Notes payable | ||||||
Maximum borrowing base | $ 10,000,000 | $ 10,000,000 | ||||
Amended and restated revolving credit facility | ||||||
Notes payable | ||||||
Maximum borrowing base | 850,000,000 | 1,950,000,000 | ||||
Additional increase in borrowing base | $ 600,000,000 | $ 600,000,000 | ||||
Borrowing base, based on eligible accounts receivable and inventory levels | 884,500,000 | |||||
Amount outstanding | 210,000,000 | |||||
Letter of credit commitments | 24,300,000 | |||||
Reserves | 4,200,000 | |||||
Remaining availability of credit facility | $ 650,200,000 | |||||
Minimum fixed charge coverage ratio, numerator | 1 | |||||
Number of quarters used to calculate fixed charge coverage ratio | quarter | 4 | |||||
Percentage of maximum aggregate availability of the aggregate borrowing base (as a percent) | 10.00% | |||||
Amended and restated revolving credit facility | Minimum | ||||||
Notes payable | ||||||
Line of Credit Facility, Maximum Aggregate Availability of the Aggregate Borrowing Base | $ 60,000,000 | |||||
Amended and restated revolving credit facility | U.S. Borrowers | ||||||
Notes payable | ||||||
Spread on reference rate (as a percent) | 0.25% | |||||
Amended and restated revolving credit facility | UNFI Canada | ||||||
Notes payable | ||||||
Maximum borrowing base | $ 50,000,000 | $ 50,000,000 | ||||
Spread on reference rate (as a percent) | 0.25% | |||||
Amended and restated revolving credit facility | UNFI Canada | Minimum | ||||||
Notes payable | ||||||
Annual commitment fee, percentage (as a percent) | 0.25% | |||||
Amended and restated revolving credit facility | UNFI Canada | Maximum | ||||||
Notes payable | ||||||
Annual commitment fee, percentage (as a percent) | 0.30% | |||||
Average daily balance of amounts actually used for annual commitments fee, percentage (as a percent) | 25.00% | |||||
Amended and restated revolving credit facility | Federal funds effective rate | U.S. Borrowers | ||||||
Notes payable | ||||||
Reference rate | federal funds effective rate | |||||
Spread on reference rate (as a percent) | 0.50% | |||||
Amended and restated revolving credit facility | One-month LIBOR | U.S. Borrowers | ||||||
Notes payable | ||||||
Reference rate | LIBOR | |||||
Spread on reference rate (as a percent) | 1.00% | |||||
Amended and restated revolving credit facility | LIBOR | U.S. Borrowers | ||||||
Notes payable | ||||||
Initial applicable margin | 1.25% | |||||
Amended and restated revolving credit facility | Nine month LIBOR | U.S. Borrowers | ||||||
Notes payable | ||||||
Reference rate | nine months LIBOR | |||||
Amended and restated revolving credit facility | Reuters Canadian Deposit Offering Rate | UNFI Canada | ||||||
Notes payable | ||||||
Reference rate | 30-day Reuters Canadian Deposit Offering Rate ("CDOR") | |||||
Spread on reference rate (as a percent) | 0.50% | |||||
Amended and restated revolving credit facility | Prime rate of Bank of America N.A.'s Canada branch | UNFI Canada | ||||||
Notes payable | ||||||
Reference rate | Bankers' acceptance equivalent rate for a one month interest period | |||||
Spread on reference rate (as a percent) | 1.00% | |||||
Amended and restated revolving credit facility | Annual rates applicable to Canadian Dollar bankers' acceptances | UNFI Canada | ||||||
Notes payable | ||||||
Reference rate | annual rates applicable to CanadianDollar bankers' acceptances | |||||
Spread on reference rate (as a percent) | 0.05% |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | Aug. 14, 2014 | |
Long-term debt instrument | ||||
Debt Issuance Costs, Noncurrent, Net | $ 1,200 | $ 1,500 | ||
Repayments of Long-term Debt | $ 12,128 | 11,546 | $ 11,255 | |
Effective interest rate on debt | 7.32% | |||
Long-term debt | ||||
Long-term debt, including current installments | $ 151,314 | |||
Less: current installments | 12,441 | 12,128 | ||
Long-term debt, excluding current portion | 137,709 | 149,863 | ||
Aggregate maturities of long-term debt | ||||
2,018 | 12,441 | |||
2,019 | 12,816 | |||
2,020 | 93,203 | |||
2,021 | 3,552 | |||
2,022 | 4,066 | |||
2024 and thereafter | 25,236 | |||
Long-term debt, including current installments | 150,150 | 161,991 | ||
Financing obligation, due monthly, and maturing in October 2028 at an effective interest rate of 7.32% | ||||
Aggregate maturities of long-term debt | ||||
Long-term debt, including current installments | $ 29,118 | 30,368 | ||
Capital lease, Providence, Rhode Island corporate headquarters, due monthly, and maturing in April 2025 at an effective interest rate of 12.05% | ||||
Long-term debt instrument | ||||
Debt Instrument, Interest Rate, Effective Percentage | 12.05% | |||
Aggregate maturities of long-term debt | ||||
Long-term debt, including current installments | $ 12,196 | 13,074 | ||
Existing Term Loan Agreement, due quarterly (1) | ||||
Long-term debt instrument | ||||
Debt and Capital Lease Obligations | $ 150,000 | |||
Repayments of Long-term Debt | 2,500 | |||
Initial applicable margin | 1.75% | |||
Aggregate maturities of long-term debt | ||||
Long-term debt, including current installments | 108,836 | $ 118,549 | ||
Real estate backed term loan (gross of debt issuance costs) [Domain] | ||||
Aggregate maturities of long-term debt | ||||
Long-term debt, including current installments | 110,000 | |||
Minimum | Existing Term Loan Agreement, due quarterly (1) | ||||
Long-term debt instrument | ||||
Proceeds from Issuance of Debt | 10,000 | |||
Maximum | Existing Term Loan Agreement, due quarterly (1) | ||||
Long-term debt instrument | ||||
Proceeds from Issuance of Debt | $ 50,000 | |||
Federal funds effective rate | Existing Term Loan Agreement, due quarterly (1) | ||||
Long-term debt instrument | ||||
Reference rate | federal funds effective rate | |||
Spread on reference rate (as a percent) | 0.50% | |||
One-month LIBOR | Existing Term Loan Agreement, due quarterly (1) | ||||
Long-term debt instrument | ||||
Reference rate | one-month LIBOR | |||
Spread on reference rate (as a percent) | 1.00% | |||
Nine month LIBOR | Existing Term Loan Agreement, due quarterly (1) | ||||
Long-term debt instrument | ||||
Initial applicable margin | 0.75% | |||
Debt Instrument, Variable Rate LIBOR | Existing Term Loan Agreement, due quarterly (1) | ||||
Long-term debt instrument | ||||
Reference rate | one, two, three or six months or, if approved by all affected lenders, nine months |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 24, 2016 | Jun. 09, 2016 | Jan. 23, 2015 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 |
Derivatives | ||||||
Interest expense | $ 16,471 | $ 17,114 | $ 16,259 | |||
Interest Rate Derivative Assets, at Fair Value | 2,491 | |||||
Interest Rate Derivative Liabilities, at Fair Value | 0 | $ (308) | ||||
June 9, 2019 | ||||||
Derivatives | ||||||
Derivative, Maturity Date | Jun. 9, 2019 | |||||
Derivative, Forward Interest Rate | 0.8725% | |||||
Derivative, Notional Amount | $ 50,000 | |||||
June 24, 2019 | ||||||
Derivatives | ||||||
Derivative, Maturity Date | Jun. 24, 2019 | |||||
Derivative, Forward Interest Rate | 0.7265% | |||||
Derivative, Notional Amount | $ 50,000 | |||||
April 29, 2021 | ||||||
Derivatives | ||||||
Derivative, Maturity Date | Apr. 29, 2021 | |||||
Derivative, Forward Interest Rate | 1.065% | |||||
Derivative, Notional Amount | $ 25,000 | |||||
April 29, 2021 | ||||||
Derivatives | ||||||
Derivative, Maturity Date | Apr. 29, 2021 | |||||
Derivative, Forward Interest Rate | 0.926% | |||||
Derivative, Notional Amount | $ 25,000 | |||||
August 3, 2022 | ||||||
Derivatives | ||||||
Derivative, Maturity Date | Aug. 3, 2022 | |||||
Derivative, Forward Interest Rate | 1.795% | |||||
Derivative, Notional Amount | $ 112,500 | |||||
Prepaid Expenses and Other Current Assets [Member] | ||||||
Derivatives | ||||||
Interest Rate Derivative Assets, at Fair Value | 1,459 | |||||
Other Assets [Member] | ||||||
Derivatives | ||||||
Interest Rate Derivative Assets, at Fair Value | $ 5,860 |
FAIR VALUE MEASUREMENTS (Deta60
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands | Jul. 28, 2018 | Jul. 29, 2017 |
Carrying Value | ||
Liabilities | ||
Long term debt, including current portion | $ 150,150 | $ 161,991 |
Fair Value | ||
Liabilities | ||
Long term debt, including current portion | $ 155,317 | $ 169,058 |
COMMITMENTS AND CONTINGENCIES61
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent and other lease expense | $ 80,000 | $ 74,900 | $ 65,400 |
Outstanding letters of credit | 24,300 | ||
Future minimum annual fixed payments required under non-cancelable operating leases | |||
2,014 | 64,688 | ||
2,015 | 52,841 | ||
2,016 | 36,521 | ||
2,017 | 27,375 | ||
2,018 | 19,429 | ||
2024 and thereafter | 30,886 | ||
Total future minimum annual fixed payment | $ 231,740 |
COMMITMENTS AND CONTINGENCIES62
COMMITMENTS AND CONTINGENCIES (Details 2) $ in Millions | 12 Months Ended |
Jul. 28, 2018USD ($) | |
Inventories | |
Purchase commitment | |
Outstanding purchase commitments | $ 15.9 |
Diesel fuel | |
Purchase commitment | |
Outstanding purchase commitments | $ 0 |
RETIREMENT PLANS (Details)
RETIREMENT PLANS (Details) - USD ($) | 12 Months Ended | ||
Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Deferred Stock Plan | Minimum | |||
Retirement Plans | |||
Percentage of awards to be deferred by participants | 0.00% | ||
Deferred Stock Plan | Maximum | |||
Retirement Plans | |||
Percentage of awards to be deferred by participants | 100.00% | ||
Deferred Compensation Plan | |||
Retirement Plans | |||
Entity's contribution to Retirement Plan | $ 11,600,000 | $ 10,100,000 | $ 7,300,000 |
Minimum amount of awards to be deferred by participants | $ 1,000 | ||
Maximum percentage of base salary to be deferred by participants | 90.00% | ||
Maximum percentage of director fees, employee bonuses and commissions to be deferred by participants | 100.00% | ||
Deferred Compensation Plan | Maximum | |||
Retirement Plans | |||
Percentage of awards to be deferred by participants | 100.00% | ||
Multiemployer Plan, Individually Insignificant Multiemployer Plans [Member] | |||
Retirement Plans | |||
Multiemployer Plan, Contributions by Employer | $ 500,000 | ||
Multiemployer Plans, Withdrawal Obligation | $ 3,400,000 | ||
Deferred Compensation and Supplemental Retirement Plans [Member] | |||
Retirement Plans | |||
Discount rate for recording future obligations (as a percent) | 5.70% | ||
Cash surrender value of purchased whole-life insurance policies | $ 22,900,000 | $ 21,500,000 | |
Future obligations under deferred compensation arrangement | |||
2,019 | 1,147,000 | ||
2,020 | 940,000 | ||
2,021 | 785,000 | ||
2,022 | 766,000 | ||
2,023 | 721,000 | ||
2024 and thereafter | 2,349,000 | ||
Total future obligations including interest, under deferred compensation arrangement | $ 6,708,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 03, 2019 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income before income taxes from U.S. operations | $ 205,300 | $ 211,500 | $ 208,800 | |
Income before income taxes, foreign operations | 7,400 | 2,900 | (600) | |
Current | ||||
U.S. Federal | 46,210 | 70,669 | 57,157 | |
State & Local | 13,310 | 14,653 | 12,718 | |
Foreign | 2,374 | 837 | 101 | |
Total income tax expense | 61,894 | 86,159 | 69,976 | |
Deferred | ||||
U.S. Federal | (16,648) | (1,874) | 11,383 | |
State & Local | 1,878 | (82) | 1,310 | |
Foreign | (49) | 65 | (213) | |
Total income tax expense | (14,819) | (1,891) | 12,480 | |
Total | ||||
U.S. Federal | 29,562 | 68,795 | 68,540 | |
State & Local | 15,188 | 14,571 | 14,028 | |
Foreign | 2,325 | 902 | (112) | |
Total income tax expense | $ 47,075 | $ 84,268 | $ 82,456 | |
U.S. statutory income tax rate (as a percent) | 35.00% | 35.00% | 35.00% | |
Income tax expense (benefit), income tax reconciliation | ||||
Computed expected tax expense | $ 57,359 | $ 75,048 | $ 72,878 | |
State and local income tax, net of Federal income tax benefit | 10,501 | 9,694 | 9,412 | |
Non-deductible expenses | 955 | 1,951 | 1,549 | |
Tax effect of share-based compensation | 149 | 29 | 86 | |
General business credits | (552) | (915) | (135) | |
Remeasurement of net deferred tax liabilities | $ (21,719) | |||
Other, net | 382 | (1,539) | (1,334) | |
Total income tax expense | 47,075 | 84,268 | 82,456 | |
Allocation of total income tax expense (benefit) | ||||
Income tax expense | 47,075 | 84,268 | 82,456 | |
Tax deficit associated with stock plans | 0 | 1,320 | ||
Stockholders' equity, difference between compensation expense for tax purposes and amounts recognized for financial statement purposes | 83 | |||
Other comprehensive income | 1,561 | 3,222 | (2,050) | |
Total income tax expense | 48,636 | 88,810 | $ 80,489 | |
Deferred tax assets: | ||||
Inventories, principally due to additional costs inventoried for tax purposes | 7,265 | 9,416 | ||
Compensation and benefits related | 25,740 | 35,482 | ||
Accounts receivable, principally due to allowances for uncollectible accounts | 4,269 | 5,639 | ||
Accrued expenses | 119 | 4,466 | ||
Net operating loss carryforwards | 482 | 940 | ||
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 445 | 0 | ||
Other deferred tax assets | 117 | 0 | ||
Total gross deferred tax assets | 38,437 | 55,943 | ||
Less valuation allowance | (445) | 0 | ||
Net deferred tax assets | 37,992 | 55,943 | ||
Deferred tax liabilities: | ||||
Plant and equipment, principally due to differences in depreciation | 39,978 | 59,414 | ||
Intangible assets | 36,544 | 53,633 | ||
Deferred Tax Liabilities, Derivatives | 2,000 | 876 | ||
Deferred Tax Liabilities, Deferred Expense, Reserves and Accruals | 3,854 | 0 | ||
Other | 0 | 218 | ||
Total deferred tax liabilities | 82,376 | 114,141 | ||
Deferred Tax Liabilities, Net | (44,384) | (58,198) | ||
Current deferred income tax assets | 0 | 40,635 | ||
Deferred Tax Liabilities, Net, Noncurrent | (44,384) | $ (98,833) | ||
Unrecognized Tax Benefits, Decrease Resulting from Current Period Tax Positions | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 28, 2018 | Jul. 29, 2017 | |
Operating loss carryforwards | ||
Valuation allowances related to deferred tax assets certain state tax credit carryforwards | $ 445 | $ 0 |
Tax benefits recognized related to tax examinations closed during the fiscal year | 0 | |
Undistributed earnings of non-U.S. subsidiaries | 13,300 | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 445 | $ 0 |
Federal tax authority | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | 2,300 | |
Annual limitation on use of operating loss carryforward amounts | $ 300 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Business segment information | |||||||||||
Disclosure on Geographic Areas, Long-Lived Assets | 25 | ||||||||||
Net sales | $ 2,592,248 | $ 2,648,879 | $ 2,528,011 | $ 2,457,545 | $ 2,341,033 | $ 2,369,556 | $ 2,285,518 | $ 2,278,364 | $ 10,226,683 | $ 9,274,471 | $ 8,470,286 |
Restructuring and asset impairment expenses | 16,013 | 6,864 | 5,552 | ||||||||
Operating income (loss) | 227,225 | 226,025 | 224,109 | ||||||||
Interest expense | 16,471 | 17,114 | 16,259 | ||||||||
Interest income | (446) | (360) | (1,115) | ||||||||
Other, net | (1,545) | (5,152) | 743 | ||||||||
Income before income taxes | 46,032 | $ 77,834 | $ 36,485 | $ 52,394 | 63,537 | $ 60,325 | $ 42,028 | $ 48,533 | 212,745 | 214,423 | 208,222 |
Depreciation and amortization | 87,631 | 86,051 | 71,006 | ||||||||
Capital expenditures | 44,608 | 56,112 | 41,375 | ||||||||
Goodwill | 362,495 | 371,259 | 362,495 | 371,259 | 366,168 | ||||||
Total assets | 2,964,472 | 2,886,563 | 2,964,472 | 2,886,563 | 2,852,155 | ||||||
Wholesale | |||||||||||
Business segment information | |||||||||||
Net sales | 10,169,840 | 9,210,815 | 8,395,821 | ||||||||
Restructuring and asset impairment expenses | 67 | 2,922 | 2,811 | ||||||||
Operating income (loss) | 260,363 | 247,419 | 228,476 | ||||||||
Depreciation and amortization | 85,388 | 83,063 | 68,278 | ||||||||
Capital expenditures | 43,402 | 53,328 | 39,464 | ||||||||
Goodwill | 352,342 | 353,234 | 352,342 | 353,234 | 348,143 | ||||||
Total assets | 2,811,948 | 2,724,069 | 2,811,948 | 2,724,069 | 2,672,620 | ||||||
Other | |||||||||||
Business segment information | |||||||||||
Net sales | 228,465 | 232,192 | 238,691 | ||||||||
Restructuring and asset impairment expenses | 15,946 | 3,942 | 2,741 | ||||||||
Operating income (loss) | (36,563) | (21,857) | (3,488) | ||||||||
Depreciation and amortization | 2,243 | 2,988 | 2,728 | ||||||||
Capital expenditures | 1,206 | 2,784 | 1,911 | ||||||||
Goodwill | 10,153 | 18,025 | 10,153 | 18,025 | 18,025 | ||||||
Total assets | 189,312 | 203,154 | 189,312 | 203,154 | 201,603 | ||||||
Eliminations | |||||||||||
Business segment information | |||||||||||
Net sales | (171,622) | (168,536) | (164,226) | ||||||||
Operating income (loss) | 3,425 | 463 | (879) | ||||||||
Total assets | $ (36,788) | $ (40,660) | (36,788) | (40,660) | (22,068) | ||||||
Unallocated (Income)/ Expenses | |||||||||||
Business segment information | |||||||||||
Interest expense | 16,471 | 17,114 | 16,259 | ||||||||
Interest income | (446) | (360) | (1,115) | ||||||||
Other, net | $ (1,545) | $ (5,152) | $ 743 |
QUARTERLY FINANCIAL DATA (UNA67
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 28, 2018 | Apr. 28, 2018 | Jan. 27, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 28, 2018 | Jul. 29, 2017 | Jul. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 2,592,248 | $ 2,648,879 | $ 2,528,011 | $ 2,457,545 | $ 2,341,033 | $ 2,369,556 | $ 2,285,518 | $ 2,278,364 | $ 10,226,683 | $ 9,274,471 | $ 8,470,286 |
Gross profit | 375,942 | 408,087 | 371,522 | 367,216 | 368,599 | 366,361 | 344,945 | 349,016 | 1,522,767 | 1,428,921 | 1,279,351 |
Income before income taxes | 46,032 | 77,834 | 36,485 | 52,394 | 63,537 | 60,325 | 42,028 | 48,533 | 212,745 | 214,423 | 208,222 |
Net Income | $ 32,788 | $ 51,891 | $ 50,486 | $ 30,505 | $ 38,869 | $ 36,587 | $ 25,482 | $ 29,217 | $ 165,670 | $ 130,155 | $ 125,766 |
Per common share income | |||||||||||
Basic: (in dollars per share) | $ 0.65 | $ 1.03 | $ 1 | $ 0.60 | $ 0.77 | $ 0.72 | $ 0.50 | $ 0.58 | |||
Net income (in dollars per share) | $ 3.28 | $ 2.57 | $ 2.50 | ||||||||
Diluted: (in dollars per share) | $ 0.64 | $ 1.02 | $ 0.99 | $ 0.60 | $ 0.76 | $ 0.72 | $ 0.50 | $ 0.58 | |||
Net income (in dollars per share) | $ 3.26 | $ 2.56 | $ 2.50 | ||||||||
Weighted average basic shares of common stock | 50,431 | 50,424 | 50,449 | 50,817 | 50,617 | 50,601 | 50,587 | 50,475 | 50,530 | 50,570 | 50,313 |
Weighted average diluted shares of common stock | 50,901 | 50,751 | 50,741 | 50,957 | 50,947 | 50,801 | 50,755 | 50,599 | 50,837 | 50,775 | 50,399 |
High | |||||||||||
Per common share income | |||||||||||
Market Price (in dollars per share) | $ 47.73 | $ 49.81 | $ 52.69 | $ 44.94 | $ 42.38 | $ 45.99 | $ 49.39 | $ 50.06 | $ 52.69 | $ 50.06 | |
Low | |||||||||||
Per common share income | |||||||||||
Market Price (in dollars per share) | $ 32.03 | $ 40.88 | $ 38.04 | $ 32.52 | $ 34.60 | $ 39.47 | $ 40.81 | $ 38.55 | $ 34.60 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Aug. 31, 2018 | Apr. 29, 2016 | Aug. 30, 2018 | Jul. 28, 2018 | Jul. 29, 2017 |
Subsequent Event [Line Items] | |||||
sublimit of availability for letters of credit | $ 125,000,000 | ||||
sublimit for short-term borrowings on a swingline basis | 100,000,000 | ||||
Long-term Debt | $ 150,150,000 | $ 161,991,000 | |||
New ABL Loan Agreement | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing base | $ 850,000,000 | 1,950,000,000 | |||
Proceeds from Lines of Credit | $ 600,000,000 | 600,000,000 | |||
UNFI Canada | |||||
Subsequent Event [Line Items] | |||||
sublimit of availability for letters of credit | 5,000,000 | ||||
sublimit for short-term borrowings on a swingline basis | 3,500,000 | ||||
UNFI Canada | New ABL Loan Agreement | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing base | 50,000,000 | 50,000,000 | |||
Minimum | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing base | $ 10,000,000 | $ 10,000,000 | |||
Real estate backed term loan (gross of debt issuance costs) [Domain] | |||||
Subsequent Event [Line Items] | |||||
Long-term Debt | $ 110,000,000 |