Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jul. 02, 2016 | Jul. 30, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 2, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | UNIFIED GROCERS, INC. | |
Entity Central Index Key | 320,431 | |
Current Fiscal Year End Date | --10-01 | |
Entity Filer Category | Non-accelerated Filer | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 122,500 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 410,537 | |
Class C | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15 | |
Class E | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 116,532 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Jul. 02, 2016 | Oct. 03, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,505 | $ 3,056 |
Accounts and current portion of notes receivable, net of allowances of $3,760 and $4,171 at July 2, 2016 and October 3, 2015, respectively | 195,518 | 191,744 |
Inventories | 244,660 | 279,576 |
Prepaid expenses and other current assets | 9,815 | 10,814 |
Deferred income taxes | 9,210 | 9,210 |
Assets of discontinued operations – current | 125,904 | |
Total current assets | 461,708 | 620,304 |
Properties and equipment, net | 159,878 | 163,808 |
Investments | 12,729 | 13,069 |
Notes receivable, less current portion and net of allowances of $20 and $54 at July 2, 2016 and October 3, 2015, respectively | 15,601 | 17,523 |
Goodwill | 37,846 | 37,846 |
Other assets, net | 109,463 | 111,775 |
Total Assets | 797,225 | 964,325 |
Current liabilities: | ||
Accounts payable | 259,453 | 281,478 |
Accrued liabilities | 45,834 | 46,287 |
Current portion of notes payable | 22,668 | 16,960 |
Members’ deposits and estimated patronage dividends | 9,419 | 10,175 |
Liabilities of discontinued operations – current | 99,682 | |
Total current liabilities | 337,374 | 454,582 |
Notes payable, less current portion | 233,970 | 261,585 |
Long-term liabilities, other | 153,571 | 161,180 |
Members’ and Non-Members’ deposits | 9,943 | 7,995 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Retained earnings – allocated | 17,110 | 25,748 |
Retained earnings – non-allocated | 6,864 | 6,864 |
Total retained earnings | 23,974 | 32,612 |
Receivable from sale of Class A Shares to Members | (164) | (255) |
Accumulated other comprehensive loss | (71,649) | (72,230) |
Total shareholders' equity | 62,367 | 78,983 |
Total Liabilities and Shareholders' Equity | 797,225 | 964,325 |
Common stock Class A | ||
Shareholders' equity: | ||
Common stock | 23,088 | 23,088 |
Common stock Class B | ||
Shareholders' equity: | ||
Common stock | 75,198 | 75,198 |
Common stock Class E | ||
Shareholders' equity: | ||
Common stock | $ 11,920 | $ 20,570 |
Consolidated Condensed Balance3
Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 02, 2016 | Oct. 03, 2015 |
Accounts and current portion of notes receivable, allowances | $ 3,760 | $ 4,171 |
Notes receivable, less current portion allowances | $ 20 | $ 54 |
Common stock Class A | ||
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares outstanding | 122,500 | 122,500 |
Common stock Class B | ||
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares outstanding | 410,537 | 410,537 |
Common stock Class E | ||
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares outstanding | 119,204 | 205,704 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Earnings (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Income Statement [Abstract] | ||||
Net sales (gross billings including vendor direct arrangements were $973,597 and $1,069,587 for the thirteen weeks ended July 2, 2016 and June 27, 2015 and $2,913,870 and $2,995,888 for the thirty-nine weeks ended July 2, 2016 and June 27, 2015 respectively) | $ 948,314 | $ 1,038,615 | $ 2,836,248 | $ 2,912,778 |
Cost of sales | 878,583 | 965,638 | 2,622,651 | 2,706,554 |
Distribution, selling and administrative expenses | 67,477 | 70,710 | 208,428 | 204,134 |
Operating income | 2,254 | 2,267 | 5,169 | 2,090 |
Interest expense | (2,578) | (2,477) | (7,557) | (7,508) |
Loss on early extinguishment of debt | (3,200) | |||
Loss before estimated patronage dividends and income taxes | (324) | (210) | (2,388) | (8,618) |
Estimated patronage dividends | (1,848) | (1,636) | (6,489) | (4,492) |
Earnings (loss) before income taxes | (2,172) | (1,846) | (8,877) | (13,110) |
Income tax provision | (14) | (66) | (42) | (293) |
Net loss from continuing operations | (2,186) | (1,912) | (8,919) | (13,403) |
Earnings (loss) from discontinued operations, net of income tax benefit (provision) of $0 and $(2) for the thirteen weeks ended July 2, 2016 and June 27, 2015 and $0 and $92 for the thirty-nine weeks ended July 2, 2016 and June 27, 2015, respectively | 102 | (518) | 281 | (929) |
Net earnings (loss) | $ (2,084) | $ (2,430) | $ (8,638) | $ (14,332) |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Earnings (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Income Statement [Abstract] | ||||
Gross billings including vendor direct arrangements | $ 973,597 | $ 1,069,587 | $ 2,913,870 | $ 2,995,888 |
Income tax provision (benefit) form discontinued operations | $ 0 | $ (2) | $ 0 | $ 92 |
Consolidated Condensed Stateme6
Consolidated Condensed Statements of Comprehensive Earnings (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (2,084) | $ (2,430) | $ (8,638) | $ (14,332) |
Other comprehensive earnings (loss), net of income taxes: | ||||
Unrealized net holding gain (loss) on investments, net of income tax expense (benefit) of $146 and $(542) for the thirteen weeks ended July 2, 2016 and June 27, 2015 and $240 and $(242) for the thirty-nine weeks ended July 2, 2016 and June 27, 2015,respectively | 267 | (1,049) | 440 | (470) |
Defined benefit pension plans and other postretirement benefit plans: Changes in unrecognized prior service credits during the period, and changes in unrecognized gains and losses, net of income tax expense (benefit) of $26 and $(602) for the thirteen weeks ended July 2, 2016 and June 27, 2015 and $77 and $(1,806) for the thirty-nine weeks ended July 2, 2016 and June 27, 2015, respectively | 47 | (1,102) | 141 | (3,308) |
Comprehensive loss | $ (1,770) | $ (4,581) | $ (8,057) | $ (18,110) |
Consolidated Condensed Stateme7
Consolidated Condensed Statements of Comprehensive Earnings (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Unrealized net holding (loss) gain on investments, net of income tax (benefit) expense | $ 146 | $ (542) | $ 240 | $ (242) |
Defined benefit pension plans and other postretirement benefit plans: Changes in unrecognized prior service credits during the period, and changes in unrecognized gains and losses, income tax expense (benefit) | $ 26 | $ (602) | $ 77 | $ (1,806) |
Consolidated Condensed Stateme8
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jul. 02, 2016 | Jun. 27, 2015 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ (8,638) | $ (14,332) |
Less: Net loss from discontinued operations | (88) | |
Less: Gain (loss) on sale of discontinued operations | 281 | (841) |
Net loss from continuing operations | (8,919) | (13,403) |
Adjustments to reconcile net loss to net cash provided (utilized) by operating activities: | ||
Depreciation and amortization | 22,966 | 22,089 |
Provision for doubtful accounts | 535 | 1,064 |
Gain on sale of properties and equipment | (26) | (192) |
Loss on early extinguishment of debt | 3,200 | |
Loss on equity method investment | 400 | |
(Increase) decrease in assets: | ||
Accounts receivable | (4,036) | (21,486) |
Inventories | 34,916 | (41,266) |
Prepaid expenses and other current assets | 999 | (1,511) |
Increase (decrease) in liabilities: | ||
Accounts payable | (22,025) | 44,297 |
Accrued liabilities | (699) | 3,650 |
Long-term liabilities, other | (7,145) | (9,458) |
Net cash provided (utilized) by continuing operating activities | 16,966 | (13,016) |
Net cash provided (utilized) by sale of discontinued operations | 281 | (841) |
Net cash provided (utilized) by continuing operating activities | 17,247 | (13,857) |
Net cash provided by discontinued operating activities | 4,367 | |
Net cash provided (utilized) by operating activities | 17,247 | (9,490) |
Cash flows from investing activities: | ||
Purchases of properties and equipment | (5,761) | (7,199) |
Purchases of securities and other investments | (60) | (10,000) |
Proceeds from sales of securities and other investments | 206 | |
Proceeds from sale of discontinued operations | 26,222 | |
Origination of notes receivable | (1,503) | (1,215) |
Collection of notes receivable | 3,152 | 2,971 |
Proceeds from sales of properties and equipment | 26 | 192 |
Increase in other assets | (9,069) | (12,301) |
Net cash provided (utilized) by continuing investing activities | 13,007 | (27,346) |
Net cash utilized by discontinued operations | (2,894) | |
Net cash provided (utilized) by investing activities | 13,007 | (30,240) |
Cash flows from financing activities: | ||
Net (repayments) borrowings under secured credit agreements | (11,400) | 20,500 |
Borrowings under notes payable | 644 | 86,262 |
Repayments of notes payable | (12,596) | (54,500) |
Payment of deferred financing fees | (86) | (1,977) |
Payment of debt extinguishment costs | (3,023) | |
Decrease in Members’ deposits and estimated patronage dividends | (756) | (2,933) |
Increase (decrease) in Members’ and Non-Members' deposits | 1,948 | (965) |
Decrease in receivable from sale of Class A Shares to Members, net | 91 | 97 |
Repurchase of shares from Members | (8,650) | (1,271) |
Net cash (utilized) provided by financing activities | (30,805) | 42,190 |
Net (decrease) increase in cash and cash equivalents from continuing operations | (551) | 987 |
Cash and cash equivalents at beginning of year | 3,056 | 1,207 |
Cash and cash equivalents at end of period | 2,505 | 2,194 |
Supplemental disclosure of cash flow information: | ||
Interest paid during the period | 6,471 | 6,409 |
Income taxes paid during the period | 82 | 89 |
Supplemental disclosure of non-cash items: | ||
Capital leases | 1,445 | 721 |
Write-off of unamortized deferred financing fees due to debt extinguishment | $ 177 | |
Loss on equity method investment | $ 400 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jul. 02, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The consolidated condensed financial statements include the accounts of Unified Grocers, Inc. and all its subsidiaries (the “Company” or “Unified”). Inter-company transactions and accounts with subsidiaries have been eliminated. The interim financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to SEC rules and regulations; nevertheless, management believes that the disclosures are adequate to make the information presented not misleading. These consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended October 3, 2015 filed with the SEC. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The consolidated condensed financial statements reflect all adjustments that, in the opinion of management, are both of a normal and recurring nature and necessary for the fair presentation of the results for the interim periods presented. The preparation of the consolidated condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes. As a result, actual results could differ from those estimates. The Company’s banking arrangements allow the Company to fund outstanding checks when presented for payment to the financial institutions utilized by the Company for disbursements. This cash management practice frequently results in total issued checks exceeding the available cash balance at a single financial institution. The Company’s policy is to record its cash disbursement accounts with a cash book overdraft in accounts payable. At July 2, 2016 and October 3, 2015, the Company had book overdrafts of $80.6 million and $88.1 million, respectively, classified in accounts payable and included in cash provided by operating activities. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Jul. 02, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 2. Discontinued Operations On October 7, 2015 (the “Closing Date”), the Company completed the sale of all of the outstanding shares of the Company’s wholly owned subsidiary, Unified Grocers Insurance Services (“UGIS”), to AmTrust Financial Services, Inc. (“AmTrust” or the “Buyer”) pursuant to the terms of a Stock Purchase Agreement (the “Stock Purchase Agreement”) by and between the Company and AmTrust dated as of April 16, 2015. As of the Closing Date, UGIS owned all of the outstanding shares of the capital stock of Springfield Insurance Company (“SIC”) and Springfield Insurance Company Limited (Bermuda) (“SICL,” and collectively with UGIS and SIC, the “Acquired Companies”). For additional information, see Item 1.01. “ Entry into a Material Definitive Agreement, Stock Purchase Agreement by and between Unified Grocers, Inc. and AmTrust Financial Services, Inc. dated as of April 16, 2015 Completion of Acquisition or Disposition of Assets Master Services Agreement by and between Unified Grocers, Inc. and AmTrust Financial Services, Inc. dated as of October 7, 2015 The estimated purchase price received for the Acquired Companies was approximately $26.2 million in cash proceeds, representing an agreed-upon discount to the Tangible Book Value (“TBV”), which was calculated as defined in the Stock Purchase Agreement. In May 2016, the Buyer delivered to the Company a final closing statement, including its calculation of the TBV as of the Closing Date. The final purchase price was adjusted to reflect an increase in the purchase price of $0.4 million between the estimated TBV as of the Closing Date and the actual TBV as of the Closing Date. The Company utilized the net proceeds of this transaction to repay certain indebtedness. At the Closing Date, AmTrust and the Company also entered into a Master Services Agreement for a term of five (5) years, pursuant to which, among other things, each party agreed to provide the other with certain transition services relating to the business of the Acquired Companies. AmTrust has also agreed to pay the Company an annual payment following each of the first five years (ended December 31) of the term of the Master Services Agreement (each, an “Earn-Out Payment”). Each Earn-Out Payment will be equal to four and one-half percent (4.5%) of gross written premium in respect of each of these first five years. For purposes of such payments, gross written premium will be based on premiums written on or attributable to all insurance policies purchased during the applicable year by Members or customers of the Company, issued by SIC or SICL or any other affiliate of AmTrust, to the extent that such policies were purchased from or through UGIS or by a different sales channel if there is a change in UGIS. Based on agreed upon terms with AmTrust, the Company recorded a $1.3 million impairment on the Company’s investment in the Acquired Companies in its fiscal year ended October 3, 2015. Additionally, the Company wrote-off $0.7 million in expenses related to an investigation of issues relating to the setting of case reserves and management of claims by the Company’s former insurance subsidiaries and related matters (the “Audit Committee Investigation”) and incurred $1.2 million in selling costs related to the Acquired Companies. The Acquired Companies incurred an operating loss of $3.7 million for the fiscal year ended October 3, 2015. The Company incurred approximately $0.2 million in additional expenses attributable to the Audit Committee Investigation during the thirty-nine weeks ended July 2, 2016, and such expenses are included in earnings (loss) from discontinued operations in our consolidated condensed statements of earnings (loss). The Company’s historical financials have been revised to present the operating results of the Acquired Companies as discontinued operations. Summarized results of the discontinued operations are as follows for the thirteen and thirty-nine weeks ended July 2, 2016, and June 27, 2015: (dollars in thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Revenue $ — $ 2,627 $ — $ 9,428 Earnings (loss) from discontinued operations 102 (516 ) 281 (1,021 ) (Provision) benefit for income taxes — (2 ) — 92 Earnings (loss) from discontinued operations net of tax $ 102 $ (518 ) $ 281 (929 ) The operating results of the Acquired Companies were historically reported as the results of operations included in the Insurance segment. Assets and liabilities identifiable within the Acquired Companies are reported as “Assets of discontinued operations – current” and “Liabilities of discontinued operations – current,” respectively, in the Company’s consolidated condensed balance sheets. The major classes of assets and liabilities of the discontinued operations as of July 2, 2016 and October 3, 2015 are as follows: (dollars in thousands) July 2, 2016 October 3, 2015 Cash $ — $ 8,428 Accounts receivable, net of allowance for bad debt — 2,715 Prepaid expenses — 676 Property, plant & equipment, net — 1,351 Investments — 85,052 Other assets — 27,682 Assets of discontinued operations – current — $ 125,904 Accounts payable $ — $ 592 Accrued liabilities — $ 97,619 Other reserves — 1,471 Liabilities of discontinued operations – current $ — $ 99,682 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Jul. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company evaluates the fair value of its assets and liabilities in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “ Fair Value Measurements and Disclosures Financial Instruments Management has evaluated its assets and liabilities valued at fair value as follows: · Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2 – Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable. These inputs include quoted prices for similar assets or liabilities other than quoted prices in Level 1, quoted prices in markets that are not active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The Company records marketable securities at fair value in accordance with ASC Topic 320, “ Investments – Debt and Equity Securities The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value (these values represent an approximation of possible value and may never actually be realized): Cash and cash equivalents. The carrying amount approximates fair value due to the short maturity of these instruments. Accounts receivable and notes receivable. The carrying amount of accounts receivable approximates its fair value due to its short-term maturity. Except as discussed below, the carrying amount of notes receivable approximates its fair value based principally on the underlying interest rates and terms, maturities, collateral and credit status of the receivables and after consideration of recorded allowances. Concentration of credit risk. The Company’s largest customer, Cash & Carry Stores, LLC, a wholly-owned subsidiary of Smart & Final, Inc., a Non-Member customer, and the ten largest Member and Non-Member customers (including Cash & Carry Stores, LLC) constituted approximately 16% and 49%, respectively, of total net sales for the thirty-nine week period ended July 2, 2016. The Company’s ten customers with the largest accounts receivable balances accounted for approximately 44% and 43% of total accounts receivable at July 2, 2016 and at October 3, 2015, respectively. Management believes that receivables are well diversified and that the allowances for doubtful accounts are sufficient to absorb estimated losses. Investments. Generally, the fair values for investments are readily determinable based on actively traded securities in the marketplace. Investments that are not actively traded are valued based upon inputs including quoted prices for identical or similar assets. Equity securities that do not have readily determinable fair values are accounted for using the cost or equity methods of accounting. The Company regularly evaluates securities carried at cost to determine whether there has been any diminution in value that is deemed to be other than temporary and adjusts the value accordingly. The following table represents the Company’s financial instruments recorded at fair value and the hierarchy of those assets as of July 2, 2016: (dollars in thousands) Level 1 Level 2 Level 3 Total Mutual funds $ 11,458 $ — $ — $ 11,458 Total $ 11,458 $ — $ — $ 11,458 The following table represents the Company’s financial instruments recorded at fair value and the hierarchy of those assets as of October 3, 2015: (dollars in thousands) Level 1 Level 2 Level 3 Total Mutual funds $ 12,546 $ — $ — $ 12,546 Total $ 12,546 $ — $ — $ 12,546 Mutual funds are valued by the Company based on information received from a third party. These assets are valued based on quoted prices in active markets (Level 1 inputs). As of July 2, 2016 and October 3, 2015, respectively, $11.5 million and $12.5 million of mutual funds, held in rabbi trusts to provide for employee benefit obligations, are included in other assets in the Company’s consolidated condensed balance sheets. For assets traded in active markets, the assets are valued at quoted bond market prices (Level 1 inputs). For assets traded in inactive markets, the service’s pricing methodology uses observable inputs (such as bid/ask quotes) for identical or similar assets. Assets considered to be similar will have similar characteristics, such as: duration, volatility, prepayment speed, interest rates, yield curves, and/or risk profile and other market corroborated inputs (Level 2 inputs). The Company determines the classification of financial asset groups within the fair value hierarchy based on the lowest level of input into each group’s asset valuation. The Company did not have any significant transfers into or out of Levels 1 and 2 during the thirty-nine week period ended July 2, 2016. Notes payable. The fair values of borrowings under the Company’s credit facilities are estimated to approximate their carrying amounts due to the short maturities of those obligations. The fair values for other notes payable are based primarily on rates currently available to the Company for debt with similar terms and remaining maturities. The fair value of notes payable was $259.9 million and $278.8 million compared to their carrying value of $256.6 million and $278.5 million at July 2, 2016 and October 3, 2015, respectively. These fair values were based on estimates of market conditions, estimates using present value and risks existing at that time (Level 2 inputs). |
Investments
Investments | 9 Months Ended |
Jul. 02, 2016 | |
Investments Schedule [Abstract] | |
Investments | The amortized cost and fair value of investments are as follows: (dollars in thousands) July 2, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Common stock, at cost $ 12,729 Total investments $ 12,729 (dollars in thousands) October 3, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Common stock, at cost $ 13,069 Total investments $ 13,069 During the interim period ended July 2, 2016 and the fiscal year ended October 3, 2015, the Company did not hold any trading or held-to-maturity securities. Net investment income, which is included in net sales, is summarized as follows: (dollars in thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Dividend Income $ — $ — $ — $ — — — — — Less: investment expenses — — — — $ — $ — $ — $ — Equity investments held by the Company that do not have readily determinable fair values are accounted for using the cost or equity methods of accounting. The Company evaluated its equity investments for impairment as of July 2, 2016, and the Company did not consider any of these equity investments to be impaired. The Company held investments in Western Family Holding Company (also doing business as Western Family Foods Inc.) (“Western Family”) common stock of $8.6 million and $9.0 million at July 2, 2016 and October 3, 2015, respectively. Western Family is a privately held company located in Oregon that provides procurement, quality assurance, packaging and other services exclusively for its member-owners from which the Company purchases food and general merchandise products. The investment represents approximately a 17.2% ownership interest at both July 2, 2016 and October 3, 2015. The Company’s ownership percentage in Western Family is based, in part, on the volume of purchases transacted with Western Family. The investment is accounted for using the equity method of accounting. In June 2016, Western Family reached an agreement with Topco Associates, LLC (“Topco”) authorizing Topco to procure, manage and market three of Western Family’s private label brands, including the Western Family and Natural Directions premium corporate brands that are sold through the Company. Western Family will continue to own its private label brands and Unified will continue its ownership in Western Family. Western Family announced that the transition of procurement and marketing to Topco will take several months, with all orders and invoices continuing through Western Family until that time. When the transition of the products is complete, Western Family’s headquarters in Oregon will close and Western Family will lay off the majority of its workforce. In conjunction with its agreement with Topco, Western Family provided its investors an estimate of the anticipated costs for the closure of its headquarters, and the Company has accordingly reduced its investment in Western Family by its proportionate share of such costs in the amount of $0.4 million. As discussed in Part I, Item 1, “ Business – Products – Corporate Brands” The Company’s wholly-owned finance subsidiary, Grocers Capital Company (“GCC”), has an investment in National Consumer Cooperative Bank (“NCB”), which operates as a cooperative, and therefore, its participants are required to own its Class B common stock. The investment in the Class B common stock of NCB, accounted for using the cost method of accounting, aggregated $4.1 million at both July 2, 2016 and October 3, 2015. The Company recognized no dividend income from NCB for the thirty-nine weeks ended July 2, 2016 and June 27, 2015. |
Segment Information
Segment Information | 9 Months Ended |
Jul. 02, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 5. SEGMENT INFORMATION Unified is a retailer-owned, grocery wholesale cooperative serving supermarket, specialty and convenience store operators located primarily in the western United States and the Pacific Rim. The Company’s customers range in size from single store operators to regional supermarket chains. The Company sells a wide variety of products typically found in supermarkets. The Company’s customers are comprised of its owners (“Members”) and non-owners (“Non-Members”). Our focus is on our Members, but we also do business with Non-Member customers. For the thirty-nine weeks ended July 2, 2016, approximately 69% of our net sales were to Members. The Company sells products through Unified, including its specialty food division, and through its international sales subsidiary. The Company reports all product sales in its Wholesale Distribution segment. The Company also provides support services, including financing, to its customers through the Wholesale Distribution segment and through separate subsidiaries. Finance activities are grouped within Unified’s All Other business activities. The availability of specific products and services may vary by geographic region. Management identifies segments based on the information monitored by the Company’s chief operating decision maker (the Chief Executive Officer) to manage the business and, accordingly, has identified the following reportable segments: · The Wholesale Distribution segment includes the results of operations from the sale of groceries and general merchandise products to both Members and Non-Members, including a broad range of branded and corporate brand products in nearly all the categories found in a typical supermarket, including dry grocery, frozen food, deli, meat, dairy, eggs, produce, bakery, ethnic, gourmet, specialty foods, natural and organic, general merchandise and health and beauty care products. Support services (other than financing), including merchandising, retail pricing, advertising, promotional planning, retail technology, equipment purchasing and real estate services, are reported in the Wholesale Distribution segment. As of, and for the thirty-nine weeks ended, July 2, 2016, the Wholesale Distribution segment collectively represented approximately 97% of the Company’s total assets and nearly 100% of total net sales. Non-perishable products consist primarily of dry grocery, frozen food, deli, ethnic, gourmet, specialty foods, natural and organic, general merchandise and health and beauty care products. They also include (1) retail support services and (2) products and shipping services provided to Non-Member customers through the Company’s wholly-owned subsidiary, Unified International, Inc. Perishable products consist primarily of service deli, service bakery, meat, eggs, produce, bakery and dairy products. Net sales within the Wholesale Distribution segment include $632.2 million and $672.5 million, or 66.7% and 64.8% of total Wholesale Distribution segment net sales, for the thirteen weeks ended July 2, 2016 and June 27, 2015, respectively, attributable to sales of non-perishable products, and $315.8 million and $365.8 million, or 33.3% and 35.2% of total Wholesale Distribution segment net sales, for the thirteen weeks ended July 2, 2016 and June 27, 2015, respectively, attributable to sales of perishable products. Net sales within the Wholesale Distribution segment include $1.904 billion and $1.882 billion, or 67.2% and 64.6% of total Wholesale Distribution segment net sales, for the thirty-nine weeks ended July 2, 2016 and June 27, 2015, respectively, attributable to sales of non-perishable products, and $0.931 billion and $1.030 billion, or 32.8% and 35.4% of total Wholesale Distribution segment net sales, for the thirty-nine weeks ended July 2, 2016 and June 27, 2015, respectively, attributable to sales of perishable products. Wholesale Distribution segment net sales also include revenues attributable to the Company’s retail support services (other than financing), which comprised less than 1% of total Wholesale Distribution segment net sales, for each of the foregoing respective periods. Transactions involving certain vendor direct arrangements are comprised principally of sales of produce in the Pacific Northwest and Northern California and sales of branded ice cream in Southern California. “Gross billings,” an internal financial metric that adds back gross billings through vendor direct arrangements to net sales and is used by management to assess our operating performance, was $973.3 million and $1.069 billion for the thirteen weeks ended July 2, 2016 and June 27, 2015, respectively, and $2.913 billion and $2.995 billion for the thirty-nine weeks ended July 2, 2016 and June 27, 2015, respectively. · The Company’s former Insurance segment included the results of operations for the Acquired Companies (Unified Grocers Insurance Services and the Company’s two insurance subsidiaries, Springfield Insurance Company and Springfield Insurance Company, Limited). As of June 27, 2015, the Company’s discontinued insurance operations collectively accounted for approximately 14% of total assets. The All Other category includes the results of operations for the Company’s other support businesses, including its finance subsidiary, Grocers Capital Company, whose services are provided to a common customer base, none of which individually meets the quantitative thresholds of a reportable segment. As of, and for the thirty-nine weeks ended, July 2, 2016, the All Other category collectively accounted for approximately 3% of the Company’s total assets, and less than 1% of total net sales. Information about the Company’s operating segments is summarized below. (dollars in thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Net sales Wholesale distribution: Gross billings $ 973,306 $ 1,069,320 $ 2,912,987 $ 2,995,081 Less: Gross billings through vendor direct arrangements (25,283 ) (30,972 ) (77,622 ) (83,110 ) Wholesale distribution: Net sales 948,023 1,038,348 2,835,365 2,911,971 All other 365 379 1,177 1,159 Inter-segment eliminations (74 ) (112 ) (294 ) (352 ) Total net sales $ 948,314 $ 1,038,615 $ 2,836,248 $ 2,912,778 Operating income Wholesale distribution $ 2,121 $ 2,158 $ 4,759 $ 1,752 All other 133 109 410 338 Total operating income 2,254 2,267 5,169 2,090 Interest expense (2,578 ) (2,477 ) (7,557 ) (7,508 ) Loss on early extinguishment of debt — — — (3,200 ) Estimated patronage dividends (1,848 ) (1,636 ) (6,489 ) (4,492 ) Income tax provision (14 ) (66 ) (42 ) (293 ) Net loss from continuing operations $ (2,186 ) $ (1,912 ) $ (8,919 ) $ (13,403 ) Earnings (loss) from discontinued operations, net of tax 102 (518 ) 281 (929 ) Net loss $ (2,084 ) $ (2,430 ) $ (8,638 ) $ (14,332 ) Depreciation and amortization Wholesale distribution $ 7,471 $ 7,589 $ 22,905 $ 22,028 All other 21 21 61 61 Total depreciation and amortization $ 7,492 $ 7,610 $ 22,966 $ 22,089 Capital expenditures Wholesale distribution $ 2,308 $ 3,945 $ 5,761 $ 7,199 All other — — — — Total capital expenditures $ 2,308 $ 3,945 $ 5,761 $ 7,199 Identifiable assets at July 2, 2016 and June 27, 2015 Wholesale distribution $ 772,786 $ 832,992 $ 772,786 $ 832,992 Discontinued operations — 137,371 — 137,371 All other 24,439 25,960 24,439 25,960 Total identifiable assets $ 797,225 $ 996,323 $ 797,225 $ 996,323 |
Notes Payable
Notes Payable | 9 Months Ended |
Jul. 02, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. NOTES PAYABLE The Company is party to an Amended and Restated Credit Agreement dated as of June 28, 2013, as amended in fiscal 2014 and fiscal 2015 (as so amended, the “Credit Agreement”), among the Company, the lenders party thereto, and Wells Fargo Bank, National Association (“N.A.”), as administrative agent (“Administrative Agent”). See Note 7 to “ Notes to Consolidated Financial Statements Financial Statements and Supplementary Data The Company’s outstanding revolver borrowings under the Credit Agreement decreased to $150.4 million at July 2, 2016 (Eurodollar and Base Rate Loans at a blended average rate of 2.48% per annum) from $161.8 million at October 3, 2015 (Eurodollar and Base Rate Loans at a blended average rate of 1.99% per annum). The Company’s outstanding FILO borrowings under the Credit Agreement were $17.2 million at July 2, 2016 (Eurodollar and Base Rate Loans at a blended average rate of 3.71% per annum) and $20.7 million at October 3, 2015 (Eurodollar and Base Rate Loans at a blended average rate of 3.20% per annum). The Company’s outstanding term loan borrowings under the Credit Agreement were $85.0 million at July 2, 2016 (Eurodollar and Base Rate Loans at a blended average rate of 2.43% per annum) and $92.5 million at October 3, 2015 (Eurodollar and Base Rate Loans at a blended average rate of 2.20% per annum). Subsidiary Financing Arrangement On December 28, 2015, GCC received consent from California Bank & Trust, as arranger and administrative agent for the Amended and Restated Loan and Security Agreement, dated as of September 26, 2014 as amended by Amendment Number One dated as of June 26, 2015 (as so amended, the “GCC Loan Agreement”), to extend the due date of the covenant requirement to deliver consolidated audited financial statements of the Company to June 30, 2016. The consolidated audited financial statements of the Company and associated certifications have been delivered to California Bank & Trust, which has confirmed that the Company is now in compliance with the reporting requirements of the GCC Loan Agreement. GCC had no revolving loan borrowings outstanding at July 2, 2016 and October 3, 2015. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 9 Months Ended |
Jul. 02, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits | 7. PENSION AND OTHER POSTRETIREMENT BENEFITS The Company sponsors a cash balance plan (“Unified Cash Balance Plan”). The Unified Cash Balance Plan is a noncontributory defined benefit pension plan covering substantially all employees of the Company who are not subject to a collective bargaining agreement. Participants’ balances receive an annual interest credit, currently tied to the 30-year Treasury rate that is in effect the previous November, but in no event shall the rate be less than 5%. Benefits under the Unified Cash Balance Plan are provided through a trust. Prior to the end of fiscal 2014, the Company amended the Unified Cash Balance Plan to close the plan to new entrants effective December 31, 2014. In addition, the plan was frozen at December 31, 2014 such that current participants will no longer accrue salary-based service credits based on years of service with the Company and pensionable compensation after that date. The annual interest credit as described above will continue for participants active in the plan as of December 31, 2014. Selected groups of vested terminated participants were each given one-time opportunities to elect a lump sum distribution of their benefits from the plan’s assets or immediate receipt of an annuity in December 2015 and December 2014. As a result, benefit payments of $8.7 million and $7.9 million, respectively, were distributed from the plan’s assets to those participants who elected such option prior to the end of the Company’s first quarters ended January 2, 2016 and December 27, 2014. The Company also sponsors an Executive Salary Protection Plan III (“ESPPIII”) for the executive officers of the Company that provides supplemental post-termination retirement income based on each participant's salary and years of service as an officer of the Company. This plan was amended in December 2012 to close the plan to new entrants as of September 30, 2012. This plan was replaced in fiscal 2013 with the Company’s Supplemental Executive Retirement Plan (see discussion below). The Company has informally funded its obligation to plan participants in a rabbi trust, comprised primarily of life insurance policies reported at cash surrender value and mutual fund assets consisting of various publicly-traded mutual funds reported at estimated fair value based on quoted market prices. In accordance with ASC Topic 710, “Compensation – General,” “Compensation – Retirement Benefits. The Company sponsors other postretirement benefit plans that provide certain medical coverage to retired non-union employees and officers and provide unused sick leave benefits for certain eligible union employees. Those plans are not funded. The components of net periodic cost for pension and other postretirement benefits for the respective thirteen weeks and thirty-nine weeks ended July 2, 2016 and June 27, 2015 consist of the following: (dollars in thousands) Pension Benefits Other Postretirement Benefits Thirteen Weeks Ended Thirty-Nine Weeks Ended Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Service cost $ 95 $ 247 $ 284 $ 2,030 $ 9 $ 14 $ 26 $ 42 Interest cost 2,566 3,030 7,697 9,090 272 303 815 909 Expected return on plan assets (3,643 ) (4,138 ) (10,929 ) (12,414 ) — — — — Amortization of prior service (credit) cost (2 ) (7 ) (5 ) (21 ) (313 ) (2,081 ) (937 ) (6,243 ) Recognized actuarial loss 516 357 1,547 1,071 (129 ) 26 (387 ) 78 Net periodic benefit cost (income) $ (468 ) $ (511 ) $ (1,406 ) $ (244 ) $ (161 ) $ (1,738 ) $ (483 ) $ (5,214 ) The Company’s funding policy is to make contributions to the Unified Cash Balance Plan in amounts that are at least sufficient to meet the minimum funding requirements of applicable laws and regulations, but no more than amounts deductible for federal income tax purposes. During August 2014, legislation to extend pension funding relief was enacted as part of the Highway and Transportation Funding Act of 2014 (“HATFA”). As a result, the Company expects to make no estimated minimum contributions to the Unified Cash Balance Plan during fiscal 2016 for the 2015 plan year, and there will be no quarterly contributions required for the 2016 plan year. At its discretion, the Company may contribute in excess of the minimum (zero) requirement. Additional contributions, if any, will be based, in part, on future actuarial funding calculations and the performance of plan investments. Additionally, the Company anticipates making benefit payments of $4.0 million to participants in the ESPPIII for the 2016 plan year. The Company made benefit payments of $3.8 million to participants in the ESPPIII during the thirty-nine weeks ended July 2, 2016 for the 2016 plan year. The Company sponsors a supplemental retirement plan for a select group of management or highly compensated employees that are at the Vice President level and above of the Company under the Unified Grocers, Inc. Supplemental Executive Retirement Plan (the “SERP”). This plan was established to replace the ESPPIII, which has been frozen. The SERP provides participating officers with supplemental retirement income in addition to the benefits provided under the Company’s Cash Balance and 401(k) plans. The SERP is a non-qualified defined contribution type plan under which benefits are derived based on a notional account balance to be funded by the Company for each participating officer. The account balance will be credited each year with a Company contribution based on the officer’s compensation, calculated as base salary plus bonus, earned during a fiscal year and the officer’s executive level at the end of the fiscal year. Plan participants may select from a variety of investment options (referred to as “Measurement Funds” in the plan document) concerning how the contributions are hypothetically invested. Assets of the SERP (i.e., the participants’ account balances) will not be physically invested in the investments selected by the participants; rather, the Measurement Funds are utilized for the purpose of debiting or crediting additional amounts to each participant’s account. The Company informally funds its obligation to plan participants in a rabbi trust, comprised of mutual fund assets consisting of various publicly-traded mutual funds reported at estimated fair value based on quoted market prices. Mutual funds reported at their estimated fair value of $3.0 million and $2.0 million at July 2, 2016 and October 3, 2015, respectively, are included in other assets in the Company’s consolidated condensed balance sheets. The related accrued benefit cost (representing the Company’s benefit obligation to participants) of $4.4 million and $3.2 million at July 2, 2016 and October 3, 2015, respectively, is recorded in long-term liabilities, other in the Company’s consolidated condensed balance sheets. The SERP is accounted for pursuant to FASB ASC section 715-70, “Compensation – Retirement Benefits – Defined Contribution Plans” |
Contingencies
Contingencies | 9 Months Ended |
Jul. 02, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 8. CONTINGENCIES The Company is a party to various litigation, claims and disputes, some of which are for substantial amounts, arising in the ordinary course of business. While the ultimate effect of such actions cannot be predicted with certainty, the Company believes the outcome of these matters will not result in a material adverse effect on its financial condition, results of operations or cash flows. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Earnings (Loss) | 9 Months Ended |
Jul. 02, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Earnings (Loss) | 9. ACCUMULATED OTHER COMPREHENSIVE EARNINGS (LOSS) The balance and components of the change in accumulated other comprehensive earnings (loss), net of taxes, are as follows: (dollars in thousands) Unrealized Net Holding Gain (Loss) on Investments Defined Benefit Pension Plans and Other Postretirement Benefit Plans Items Total Beginning balance, October 3, 2015 $ (533 ) $ (71,697 ) $ (72,230 ) Other comprehensive earnings (loss) before reclassifications 427 — 427 Reclassification adjustment for gains (losses) included in net earnings (loss) 13 141 154 Net current period other comprehensive (loss) gain 440 141 581 Ending balance, July 2, 2016 $ (93 ) $ (71,556 ) $ (71,649 ) The reclassifications out of accumulated other comprehensive earnings (loss) for the thirteen weeks ended July 2, 2016 and June 27, 2015 were as follows: (dollars in thousands) Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) Affected Line Item in the Consolidated Condensed Statements of Earnings (Loss) Thirteen Weeks Ended July 2, 2016 June 27, 2015 Unrealized net holding gain (loss) on investments: Realized gains (losses) – Wholesale Distribution segment $ 20 $ 18 Distribution, selling and administrative expenses 20 18 Earnings (loss) before income taxes (7 ) (7 ) Income taxes $ 13 $ 11 Net earnings (loss) Defined benefit pension plans and other postretirement benefit plans items: Amortization of unrecognized prior service credits $ 314 $ 2,088 (a) Amortization of actuarial losses (386 ) (384 ) (a) (72 ) 1,704 Earnings (loss) before income taxes 25 (602 ) Income taxes $ (47 ) $ 1,102 Net earnings (loss) Total reclassifications for the period $ (34 ) $ 1,113 Net earnings (loss) The reclassifications out of accumulated other comprehensive earnings (loss) for the thirty-nine weeks ended July 2, 2016 and June 27, 2015 were as follows: (dollars in thousands) Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) Affected Line Item in the Consolidated Condensed Statements of Earnings (Loss) Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 Unrealized net holding gain (loss) on investments: Realized gains (losses) – Wholesale Distribution segment $ 20 $ (18 ) Distribution, selling and administrative expenses 20 (18 ) Earnings (loss) before income taxes (7 ) 6 Income taxes $ 13 $ (12 ) Net earnings (loss) Defined benefit pension plans and other postretirement benefit plans items: Amortization of unrecognized prior service credits $ 942 $ 6,264 (a) Amortization of actuarial losses (1,160 ) (1,150 ) (a) (218 ) 5,114 Earnings (loss) before income taxes 77 (1,806 ) Income taxes $ (141 ) $ 3,308 Net earnings (loss) Total reclassifications for the period $ (128 ) $ 3,296 Net earnings (loss) (a) These accumulated other comprehensive earnings (loss) components are included in the computation of net periodic benefit cost for pension and postretirement benefit plans. See Note 7, “ Pension and Other Postretirement Benefits |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jul. 02, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS Members affiliated with directors of the Company make purchases of merchandise from the Company. Such Members may enter into loan agreements, lease guarantees and subleases and receive benefits and services that are of the type generally offered by the Company to similarly situated eligible Members. Management believes such transactions are on terms that are generally consistent with terms available to other Members similarly situated. During the course of its business, the Company enters into individually negotiated supply agreements with its Members. These agreements typically require the Member to purchase certain agreed amounts of its merchandise requirements from the Company and obligate the Company to supply such merchandise under agreed terms and conditions relating to such matters as pricing and delivery. Effective March 22, 2016, the Company entered into a commitment with Jon’s Markets, a Member affiliated with John Berberian, a Unified Member-Director, to fund a twenty-six week inventory loan for $500,000. Funding for the loan occurred on May 16, 2016. During the third quarter of fiscal 2016, Jon’s Markets also extended a lease agreement for a store location, subleased through the Company, until 2021. In addition, we renewed supply agreements with Super Center Concepts, a Member affiliated with Mimi Song, a Unified Member-Director and Yucaipa Trading Co., a Member affiliated with Jay McCormack, a Unified Member-Director, which were extended into 2019 and 2021, respectively. As of the date of this report, other than as indicated above, there have been no material changes to the related party transactions disclosed in Note 20 to “Notes to Consolidated Financial Statements” “Financial Statements and Supplementary Data” |
Recently Adopted and Recently I
Recently Adopted and Recently Issued Authoritative Accounting Guidance | 9 Months Ended |
Jul. 02, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Recently Adopted and Recently Issued Authoritative Accounting Guidance | 11. RECENTLY ADOPTED AND RECENTLY ISSUED AUTHORITATIVE ACCOUNTING GUIDANCE In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, “ Financial Instruments – Credit Losses (Topic 326) In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) In January 2016, the FASB issued ASU No. 2016-01, “ Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In November 2015, the FASB issued ASU No. 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In July 2015, the FASB issued ASU No. 2015-12, “ Plan Accounting – Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965) – (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient In July 2015, the FASB issued ASU No. 2015-11, “ Inventory (Topic 330) – Simplifying the Measurement of Inventory lower of cost and net realizable value estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In May 2015, the FASB issued ASU No. 2015-07, “ Fair Value Measurement (Topic 820) – Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) In April 2015, the FASB issued ASU No. 2015-04, “ Compensation – Retirement Benefits (Topic 715) – Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets In April 2015, the FASB issued ASU No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs Since the issuance of ASU No. 2015-03, it has been unclear whether and, if so, how ASU No. 2015-03 applies to revolving debt arrangements. At the Emerging Issues Task Force’s June 18, 2015 meeting, the SEC staff clarified that ASU No. 2015-03 does not address debt issuance costs associated with such arrangements and announced that it would “ not object to an entity deferring and presenting such costs as an asset and subsequently amortizing the costs ratably over the term of the revolving debt arrangement. For public entities, ASU No. 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company will adopt ASU No. 2015-03 commencing in the first quarter of fiscal 2017. The Company does not believe this standard will have a material impact on its consolidated financial statements or the related footnote disclosures. In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jul. 02, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS In July 2016, the Company’s Market Centre Division entered into a four-year supply agreement with Gelson’s Markets, a Member affiliated with Robert McDougall, a Unified Member-Director, effective retroactively from January 1, 2016. In July 2016, the Company’s wholly-owned finance subsidiary, Grocers Capital Company, entered into a commitment with Mar-Val Food Stores, a Member affiliated with Mark Kidd, a Unified Member-Director, to fund a twenty-six week inventory loan for $500,000. Funding for the loan occurred on July 19, 2016. In July 2016, the Company entered into a commitment with Yucaipa Trading Co., a Member affiliated with Jay McCormack, a Unified Member-Director, to fund a thirteen-week inventory loan for $150,000. Funding for the loan occurred on July 22, 2016. Subsequent events have been evaluated by the Company through the date the financial statements were issued. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Jul. 02, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated condensed financial statements include the accounts of Unified Grocers, Inc. and all its subsidiaries (the “Company” or “Unified”). Inter-company transactions and accounts with subsidiaries have been eliminated. The interim financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to SEC rules and regulations; nevertheless, management believes that the disclosures are adequate to make the information presented not misleading. These consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended October 3, 2015 filed with the SEC. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | The consolidated condensed financial statements reflect all adjustments that, in the opinion of management, are both of a normal and recurring nature and necessary for the fair presentation of the results for the interim periods presented. The preparation of the consolidated condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated condensed financial statements and accompanying notes. As a result, actual results could differ from those estimates. |
Cash Equivalents | The Company’s banking arrangements allow the Company to fund outstanding checks when presented for payment to the financial institutions utilized by the Company for disbursements. This cash management practice frequently results in total issued checks exceeding the available cash balance at a single financial institution. The Company’s policy is to record its cash disbursement accounts with a cash book overdraft in accounts payable. At July 2, 2016 and October 3, 2015, the Company had book overdrafts of $80.6 million and $88.1 million, respectively, classified in accounts payable and included in cash provided by operating activities. |
Fair Value Measurements | The Company evaluates the fair value of its assets and liabilities in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “ Fair Value Measurements and Disclosures Financial Instruments Management has evaluated its assets and liabilities valued at fair value as follows: · Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2 – Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable. These inputs include quoted prices for similar assets or liabilities other than quoted prices in Level 1, quoted prices in markets that are not active, or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The Company records marketable securities at fair value in accordance with ASC Topic 320, “ Investments – Debt and Equity Securities |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Jul. 02, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summarized Results of Discontinued Operations | Summarized results of the discontinued operations are as follows for the thirteen and thirty-nine weeks ended July 2, 2016, and June 27, 2015: (dollars in thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Revenue $ — $ 2,627 $ — $ 9,428 Earnings (loss) from discontinued operations 102 (516 ) 281 (1,021 ) (Provision) benefit for income taxes — (2 ) — 92 Earnings (loss) from discontinued operations net of tax $ 102 $ (518 ) $ 281 (929 ) |
Major Classes of Assets and Liabilities of Discontinued Operations | The major classes of assets and liabilities of the discontinued operations as of July 2, 2016 and October 3, 2015 are as follows: (dollars in thousands) July 2, 2016 October 3, 2015 Cash $ — $ 8,428 Accounts receivable, net of allowance for bad debt — 2,715 Prepaid expenses — 676 Property, plant & equipment, net — 1,351 Investments — 85,052 Other assets — 27,682 Assets of discontinued operations – current — $ 125,904 Accounts payable $ — $ 592 Accrued liabilities — $ 97,619 Other reserves — 1,471 Liabilities of discontinued operations – current $ — $ 99,682 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Jul. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Recorded at Fair Value and Hierarchy of Those Assets | The following table represents the Company’s financial instruments recorded at fair value and the hierarchy of those assets as of July 2, 2016: (dollars in thousands) Level 1 Level 2 Level 3 Total Mutual funds $ 11,458 $ — $ — $ 11,458 Total $ 11,458 $ — $ — $ 11,458 The following table represents the Company’s financial instruments recorded at fair value and the hierarchy of those assets as of October 3, 2015: (dollars in thousands) Level 1 Level 2 Level 3 Total Mutual funds $ 12,546 $ — $ — $ 12,546 Total $ 12,546 $ — $ — $ 12,546 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Jul. 02, 2016 | |
Investments Schedule [Abstract] | |
Amortized Cost and Fair Value of Investments | The amortized cost and fair value of investments are as follows: (dollars in thousands) July 2, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Common stock, at cost $ 12,729 Total investments $ 12,729 (dollars in thousands) October 3, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Common stock, at cost $ 13,069 Total investments $ 13,069 |
Net Investment Income | Net investment income, which is included in net sales, is summarized as follows: (dollars in thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Dividend Income $ — $ — $ — $ — — — — — Less: investment expenses — — — — $ — $ — $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jul. 02, 2016 | |
Segment Reporting [Abstract] | |
Information about Operating Segments | Information about the Company’s operating segments is summarized below. (dollars in thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Net sales Wholesale distribution: Gross billings $ 973,306 $ 1,069,320 $ 2,912,987 $ 2,995,081 Less: Gross billings through vendor direct arrangements (25,283 ) (30,972 ) (77,622 ) (83,110 ) Wholesale distribution: Net sales 948,023 1,038,348 2,835,365 2,911,971 All other 365 379 1,177 1,159 Inter-segment eliminations (74 ) (112 ) (294 ) (352 ) Total net sales $ 948,314 $ 1,038,615 $ 2,836,248 $ 2,912,778 Operating income Wholesale distribution $ 2,121 $ 2,158 $ 4,759 $ 1,752 All other 133 109 410 338 Total operating income 2,254 2,267 5,169 2,090 Interest expense (2,578 ) (2,477 ) (7,557 ) (7,508 ) Loss on early extinguishment of debt — — — (3,200 ) Estimated patronage dividends (1,848 ) (1,636 ) (6,489 ) (4,492 ) Income tax provision (14 ) (66 ) (42 ) (293 ) Net loss from continuing operations $ (2,186 ) $ (1,912 ) $ (8,919 ) $ (13,403 ) Earnings (loss) from discontinued operations, net of tax 102 (518 ) 281 (929 ) Net loss $ (2,084 ) $ (2,430 ) $ (8,638 ) $ (14,332 ) Depreciation and amortization Wholesale distribution $ 7,471 $ 7,589 $ 22,905 $ 22,028 All other 21 21 61 61 Total depreciation and amortization $ 7,492 $ 7,610 $ 22,966 $ 22,089 Capital expenditures Wholesale distribution $ 2,308 $ 3,945 $ 5,761 $ 7,199 All other — — — — Total capital expenditures $ 2,308 $ 3,945 $ 5,761 $ 7,199 Identifiable assets at July 2, 2016 and June 27, 2015 Wholesale distribution $ 772,786 $ 832,992 $ 772,786 $ 832,992 Discontinued operations — 137,371 — 137,371 All other 24,439 25,960 24,439 25,960 Total identifiable assets $ 797,225 $ 996,323 $ 797,225 $ 996,323 |
Pension and Other Postretirem26
Pension and Other Postretirement Benefits (Tables) | 9 Months Ended |
Jul. 02, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Components of Net Periodic Costs for Pension and Other Postretirement Benefits | The components of net periodic cost for pension and other postretirement benefits for the respective thirteen weeks and thirty-nine weeks ended July 2, 2016 and June 27, 2015 consist of the following: (dollars in thousands) Pension Benefits Other Postretirement Benefits Thirteen Weeks Ended Thirty-Nine Weeks Ended Thirteen Weeks Ended Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 July 2, 2016 June 27, 2015 Service cost $ 95 $ 247 $ 284 $ 2,030 $ 9 $ 14 $ 26 $ 42 Interest cost 2,566 3,030 7,697 9,090 272 303 815 909 Expected return on plan assets (3,643 ) (4,138 ) (10,929 ) (12,414 ) — — — — Amortization of prior service (credit) cost (2 ) (7 ) (5 ) (21 ) (313 ) (2,081 ) (937 ) (6,243 ) Recognized actuarial loss 516 357 1,547 1,071 (129 ) 26 (387 ) 78 Net periodic benefit cost (income) $ (468 ) $ (511 ) $ (1,406 ) $ (244 ) $ (161 ) $ (1,738 ) $ (483 ) $ (5,214 ) |
Accumulated Other Comprehensi27
Accumulated Other Comprehensive Earnings (Loss) (Tables) | 9 Months Ended |
Jul. 02, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Earnings (Loss) by Balance and Component, Net of Tax | The balance and components of the change in accumulated other comprehensive earnings (loss), net of taxes, are as follows: (dollars in thousands) Unrealized Net Holding Gain (Loss) on Investments Defined Benefit Pension Plans and Other Postretirement Benefit Plans Items Total Beginning balance, October 3, 2015 $ (533 ) $ (71,697 ) $ (72,230 ) Other comprehensive earnings (loss) before reclassifications 427 — 427 Reclassification adjustment for gains (losses) included in net earnings (loss) 13 141 154 Net current period other comprehensive (loss) gain 440 141 581 Ending balance, July 2, 2016 $ (93 ) $ (71,556 ) $ (71,649 ) |
Reclassifications Out of Accumulated Other Comprehensive Earnings (Loss) | The reclassifications out of accumulated other comprehensive earnings (loss) for the thirteen weeks ended July 2, 2016 and June 27, 2015 were as follows: (dollars in thousands) Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) Affected Line Item in the Consolidated Condensed Statements of Earnings (Loss) Thirteen Weeks Ended July 2, 2016 June 27, 2015 Unrealized net holding gain (loss) on investments: Realized gains (losses) – Wholesale Distribution segment $ 20 $ 18 Distribution, selling and administrative expenses 20 18 Earnings (loss) before income taxes (7 ) (7 ) Income taxes $ 13 $ 11 Net earnings (loss) Defined benefit pension plans and other postretirement benefit plans items: Amortization of unrecognized prior service credits $ 314 $ 2,088 (a) Amortization of actuarial losses (386 ) (384 ) (a) (72 ) 1,704 Earnings (loss) before income taxes 25 (602 ) Income taxes $ (47 ) $ 1,102 Net earnings (loss) Total reclassifications for the period $ (34 ) $ 1,113 Net earnings (loss) The reclassifications out of accumulated other comprehensive earnings (loss) for the thirty-nine weeks ended July 2, 2016 and June 27, 2015 were as follows: (dollars in thousands) Amount Reclassified from Accumulated Other Comprehensive Earnings (Loss) Affected Line Item in the Consolidated Condensed Statements of Earnings (Loss) Thirty-Nine Weeks Ended July 2, 2016 June 27, 2015 Unrealized net holding gain (loss) on investments: Realized gains (losses) – Wholesale Distribution segment $ 20 $ (18 ) Distribution, selling and administrative expenses 20 (18 ) Earnings (loss) before income taxes (7 ) 6 Income taxes $ 13 $ (12 ) Net earnings (loss) Defined benefit pension plans and other postretirement benefit plans items: Amortization of unrecognized prior service credits $ 942 $ 6,264 (a) Amortization of actuarial losses (1,160 ) (1,150 ) (a) (218 ) 5,114 Earnings (loss) before income taxes 77 (1,806 ) Income taxes $ (141 ) $ 3,308 Net earnings (loss) Total reclassifications for the period $ (128 ) $ 3,296 Net earnings (loss) (a) These accumulated other comprehensive earnings (loss) components are included in the computation of net periodic benefit cost for pension and postretirement benefit plans. See Note 7, “ Pension and Other Postretirement Benefits |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Millions | Jul. 02, 2016 | Oct. 03, 2015 |
Accounts Payable | ||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||
Book overdrafts | $ 80.6 | $ 88.1 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 16, 2015 | Jul. 02, 2016 | Oct. 03, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of discontinued operations | $ 26,222 | ||
AmTrust Financial Services, Inc | Master Services Agreement | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Annual payment period | 5 years | ||
Earn-out payment as percentage of gross written premium | 4.50% | ||
Discontinued Operations | Unified Grocers Insurance Services | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Date of sale | Oct. 7, 2015 | ||
Proceeds from sale of discontinued operations | $ 26,200 | ||
Purchase price adjustment | 400 | ||
Discontinued Operations | Unified Grocers Insurance Services | AmTrust Financial Services, Inc | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment on investment | $ 1,300 | ||
Wrote-off expenses related to investigation | 700 | ||
Selling costs related to acquired companies | 1,200 | ||
Operating loss related to acquired companies | $ (3,700) | ||
Additional expenses related to investigation agency | $ 200 |
Summarized Results of Discontin
Summarized Results of Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Provision) benefit for income taxes | $ 0 | $ (2) | $ 0 | $ 92 |
Earnings (loss) from discontinued operations net of tax | 102 | (518) | 281 | (929) |
Discontinued Operations | Unified Grocers Insurance Services | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 2,627 | 9,428 | ||
Earnings (loss) from discontinued operations | 102 | (516) | 281 | (1,021) |
Earnings (loss) from discontinued operations net of tax | $ 102 | $ (518) | $ 281 | $ (929) |
Major Classes of Assets and Lia
Major Classes of Assets and Liabilities of Discontinued Operations (Detail) - Discontinued Operations - Unified Grocers Insurance Services $ in Thousands | Oct. 03, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash | $ 8,428 |
Accounts receivable, net of allowance for bad debt | 2,715 |
Prepaid expenses | 676 |
Property, plant & equipment, net | 1,351 |
Investments | 85,052 |
Other assets | 27,682 |
Assets of discontinued operations - current | 125,904 |
Accounts payable | 592 |
Accrued liabilities | 97,619 |
Other reserves | 1,471 |
Liabilities of discontinued operations - current | $ 99,682 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Jul. 02, 2016 | Oct. 03, 2015 | |
Fair Value of Financial Instruments [Line Items] | ||
Other assets, mutual funds | $ 11.5 | $ 12.5 |
Notes payable, fair value | 259.9 | 278.8 |
Notes payable, carrying value | $ 256.6 | $ 278.5 |
Customer Concentration Risk | Sales Revenue, Net | Cash & Carry Stores, LLC | ||
Fair Value of Financial Instruments [Line Items] | ||
Concentration of risk percentage | 16.00% | |
Customer Concentration Risk | Sales Revenue, Net | Ten Largest Customers | ||
Fair Value of Financial Instruments [Line Items] | ||
Concentration of risk percentage | 49.00% | |
Credit Concentration Risk | Accounts Receivable | Ten Largest Customers | ||
Fair Value of Financial Instruments [Line Items] | ||
Concentration of risk percentage | 44.00% | 43.00% |
Financial Instruments Recorded
Financial Instruments Recorded at Fair Value and Hierarchy of Those Assets (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | Oct. 03, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial instruments at fair value | $ 11,458 | $ 12,546 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial instruments at fair value | 11,458 | 12,546 |
Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial instruments at fair value | 11,458 | 12,546 |
Mutual funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial instruments at fair value | $ 11,458 | $ 12,546 |
Amortized Cost and Fair Value o
Amortized Cost and Fair Value of Investments (Detail) - USD ($) $ in Thousands | Jul. 02, 2016 | Oct. 03, 2015 |
Schedule of Investments [Line Items] | ||
Fair Value | $ 12,729 | $ 13,069 |
Common stock, at cost | ||
Schedule of Investments [Line Items] | ||
Fair Value | $ 12,729 | $ 13,069 |
Investments - Additional Inform
Investments - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | ||
Jun. 30, 2016USD ($)Brand | Jul. 02, 2016USD ($) | Jun. 27, 2015USD ($) | Oct. 03, 2015USD ($) | |
Investment [Line Items] | ||||
Trading or held-to-maturity securities | $ 0 | $ 0 | ||
Loss on equity method investment | 400,000 | |||
Investment in capital stock | 60,000 | $ 10,000,000 | ||
Topco Associates, LLC | ||||
Investment [Line Items] | ||||
Investment in capital stock | 60,000 | |||
National Consumer Cooperative Bank | ||||
Investment [Line Items] | ||||
Investment accounted for using the cost method of accounting | 4,100,000 | 4,100,000 | ||
Dividend Income | 0 | $ 0 | ||
Western Family Holding Company | ||||
Investment [Line Items] | ||||
Investment accounted for using the equity method of accounting | $ 8,600,000 | $ 9,000,000 | ||
Percentage of investment accounted for using the equity method of accounting | 17.20% | 17.20% | ||
Number of private label brands | Brand | 3 | |||
Loss on equity method investment | $ 400,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Thousands | Jun. 27, 2015 | Jul. 02, 2016USD ($) | Jun. 27, 2015USD ($) | Jul. 02, 2016USD ($)Entity | Jun. 27, 2015USD ($) |
Segment Reporting Disclosure [Line Items] | |||||
Gross billings | $ 973,597 | $ 1,069,587 | $ 2,913,870 | $ 2,995,888 | |
Wholesale distribution | |||||
Segment Reporting Disclosure [Line Items] | |||||
Gross billings | $ 973,300 | $ 1,069,000 | $ 2,913,000 | $ 2,995,000 | |
Insurance | |||||
Segment Reporting Disclosure [Line Items] | |||||
Subsidiaries in the insurance segment | Entity | 2 | ||||
Customer Concentration Risk | Sales Revenue, Net | Member Customers | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 69.00% | ||||
Segment concentration risk | Assets, Total | Wholesale distribution | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 97.00% | ||||
Segment concentration risk | Assets, Total | Insurance | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 14.00% | ||||
Segment concentration risk | Assets, Total | All other | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 3.00% | ||||
Segment concentration risk | Total net sales | Wholesale distribution | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 100.00% | ||||
Segment concentration risk | Total net sales | All other | Maximum | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 1.00% | ||||
Product Concentration Risk | Sales Revenue, Segment | Wholesale distribution | Non Perishable Products | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 66.70% | 64.80% | 67.20% | 64.60% | |
Segment net sales attributable to sales of products | $ 632,200 | $ 672,500 | $ 1,904,000 | $ 1,882,000 | |
Product Concentration Risk | Sales Revenue, Segment | Wholesale distribution | Perishable products | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 33.30% | 35.20% | 32.80% | 35.40% | |
Segment net sales attributable to sales of products | $ 315,800 | $ 365,800 | $ 931,000 | $ 1,030,000 | |
Product Concentration Risk | Sales Revenue, Segment | Wholesale distribution | Retail support services | |||||
Segment Reporting Disclosure [Line Items] | |||||
Concentration of risk percentage | 1.00% | 1.00% | 1.00% | 1.00% |
Summarized Information about Op
Summarized Information about Operating Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Oct. 03, 2015 | |
Segment Reporting Information [Line Items] | |||||
Gross billings | $ 973,597 | $ 1,069,587 | $ 2,913,870 | $ 2,995,888 | |
Net sales | 948,314 | 1,038,615 | 2,836,248 | 2,912,778 | |
Operating income | 2,254 | 2,267 | 5,169 | 2,090 | |
Interest expense | (2,578) | (2,477) | (7,557) | (7,508) | |
Loss on early extinguishment of debt | (3,200) | ||||
Estimated patronage dividends | (1,848) | (1,636) | (6,489) | (4,492) | |
Income tax provision | (14) | (66) | (42) | (293) | |
Net loss from continuing operations | (2,186) | (1,912) | (8,919) | (13,403) | |
Earnings (loss) from discontinued operations, net of tax | 102 | (518) | 281 | (929) | |
Net earnings (loss) | (2,084) | (2,430) | (8,638) | (14,332) | |
Depreciation and amortization | 7,492 | 7,610 | 22,966 | 22,089 | |
Capital expenditures | 2,308 | 3,945 | 5,761 | 7,199 | |
Identifiable assets | 797,225 | 996,323 | 797,225 | 996,323 | $ 964,325 |
Wholesale distribution | |||||
Segment Reporting Information [Line Items] | |||||
Gross billings | 973,300 | 1,069,000 | 2,913,000 | 2,995,000 | |
Operating Segments | Discontinued Operations | |||||
Segment Reporting Information [Line Items] | |||||
Identifiable assets | 137,371 | 137,371 | |||
Operating Segments | Wholesale distribution | |||||
Segment Reporting Information [Line Items] | |||||
Gross billings | 973,306 | 1,069,320 | 2,912,987 | 2,995,081 | |
Less: Gross billings through vendor direct arrangements | (25,283) | (30,972) | (77,622) | (83,110) | |
Net sales | 948,023 | 1,038,348 | 2,835,365 | 2,911,971 | |
Operating income | 2,121 | 2,158 | 4,759 | 1,752 | |
Depreciation and amortization | 7,471 | 7,589 | 22,905 | 22,028 | |
Capital expenditures | 2,308 | 3,945 | 5,761 | 7,199 | |
Identifiable assets | 772,786 | 832,992 | 772,786 | 832,992 | |
Operating Segments | All other | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 365 | 379 | 1,177 | 1,159 | |
Operating income | 133 | 109 | 410 | 338 | |
Depreciation and amortization | 21 | 21 | 61 | 61 | |
Identifiable assets | 24,439 | 25,960 | 24,439 | 25,960 | |
Inter-segment eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ (74) | $ (112) | $ (294) | $ (352) |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Jul. 02, 2016 | Oct. 03, 2015 |
GCC | ||
Debt Instrument [Line Items] | ||
Amount outstanding under agreement | $ 0 | $ 0 |
Credit Agreement | Revolving Loan | ||
Debt Instrument [Line Items] | ||
Amount outstanding under agreement | $ 150,400,000 | $ 161,800,000 |
Interest rate at the period end | 2.48% | 1.99% |
Credit Agreement | FILO Facility | ||
Debt Instrument [Line Items] | ||
Amount outstanding under agreement | $ 17,200,000 | $ 20,700,000 |
Interest rate at the period end | 3.71% | 3.20% |
Credit Agreement | Term Loan | ||
Debt Instrument [Line Items] | ||
Amount outstanding under agreement | $ 85,000,000 | $ 92,500,000 |
Interest rate at the period end | 2.43% | 2.20% |
Pension and Other Postretirem39
Pension and Other Postretirement Benefits - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 02, 2016 | Dec. 27, 2014 | Jul. 02, 2016 | Jun. 27, 2015 | Oct. 03, 2015 | |
Unified Cash Balance Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefits payments made | $ 8,700,000 | $ 7,900,000 | |||
Unified Cash Balance Plan | Minimum | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan balance annual interest credit rate | 5.00% | ||||
Unified Cash Balance Plan | Minimum | Defined Benefit Plan 2015 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Estimated minimum contributions | $ 0 | ||||
Unified Cash Balance Plan | Minimum | Defined Benefit Plan 2016 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Discretionary contributions amount | 0 | ||||
ESPPIII | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash surrender value of life insurance policies | 21,500,000 | $ 20,800,000 | |||
Estimated fair value of mutual funds | 7,200,000 | 10,500,000 | |||
ESPPIII | Defined Benefit Plan 2016 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Benefits payments made | 3,800,000 | ||||
Estimated minimum contributions | 4,000,000 | ||||
ESPPIII | Long-term liabilities, other | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Accrued benefit cost | 38,000,000 | 40,700,000 | |||
Supplemental Executive Retirement Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Estimated fair value of mutual funds | 3,000,000 | 2,000,000 | |||
Accrued benefit cost | $ 1,300,000 | $ 1,000,000 | |||
Officers required service years | 5 years | ||||
Supplemental Executive Retirement Plan | Long-term liabilities, other | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Accrued benefit cost | $ 4,400,000 | $ 3,200,000 |
Components of Net Periodic Cost
Components of Net Periodic Costs for Pension and Other Postretirement Benefits (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Pension Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 95 | $ 247 | $ 284 | $ 2,030 |
Interest cost | 2,566 | 3,030 | 7,697 | 9,090 |
Expected return on plan assets | (3,643) | (4,138) | (10,929) | (12,414) |
Amortization of prior service (credit) cost | (2) | (7) | (5) | (21) |
Recognized actuarial loss | 516 | 357 | 1,547 | 1,071 |
Net periodic benefit cost (income) | (468) | (511) | (1,406) | (244) |
Other Postretirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 9 | 14 | 26 | 42 |
Interest cost | 272 | 303 | 815 | 909 |
Amortization of prior service (credit) cost | (313) | (2,081) | (937) | (6,243) |
Recognized actuarial loss | (129) | 26 | (387) | 78 |
Net periodic benefit cost (income) | $ (161) | $ (1,738) | $ (483) | $ (5,214) |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Earnings (Loss) by Balance and Component, Net of Tax (Detail) $ in Thousands | 9 Months Ended |
Jul. 02, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | $ (72,230) |
Other comprehensive earnings (loss) before reclassifications | 427 |
Reclassification adjustment for gains (losses) included in net earnings (loss) | 154 |
Net current period other comprehensive (loss) gain | 581 |
Ending balance | (71,649) |
Accumulated Net Unrealized Investment Gain (Loss) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (533) |
Other comprehensive earnings (loss) before reclassifications | 427 |
Reclassification adjustment for gains (losses) included in net earnings (loss) | 13 |
Net current period other comprehensive (loss) gain | 440 |
Ending balance | (93) |
Accumulated Defined Benefit Plans Adjustment | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (71,697) |
Reclassification adjustment for gains (losses) included in net earnings (loss) | 141 |
Net current period other comprehensive (loss) gain | 141 |
Ending balance | $ (71,556) |
Reclassifications Out of Accumu
Reclassifications Out of Accumulated Other Comprehensive Earnings (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Distribution, selling and administrative expenses | $ 67,477 | $ 70,710 | $ 208,428 | $ 204,134 | |
Earnings (loss) before income taxes | (2,172) | (1,846) | (8,877) | (13,110) | |
Income taxes | (14) | (66) | (42) | (293) | |
Net earnings (loss) | (2,084) | (2,430) | (8,638) | (14,332) | |
Reclassification Out of Accumulated Other Comprehensive Income | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Net earnings (loss) | (34) | 1,113 | (128) | 3,296 | |
Reclassification Out of Accumulated Other Comprehensive Income | Accumulated Net Unrealized Investment Gain (Loss) | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Earnings (loss) before income taxes | 20 | 18 | 20 | (18) | |
Income taxes | (7) | (7) | (7) | 6 | |
Net earnings (loss) | 13 | 11 | 13 | (12) | |
Reclassification Out of Accumulated Other Comprehensive Income | Accumulated Net Unrealized Investment Gain (Loss) | Wholesale distribution | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Distribution, selling and administrative expenses | 20 | 18 | 20 | (18) | |
Reclassification Out of Accumulated Other Comprehensive Income | Accumulated Defined Benefit Plans Adjustment | |||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Amount reclassified from accumulated other comprehensive earnings (loss), amortization of unrecognized prior service credits | [1] | 314 | 2,088 | 942 | 6,264 |
Amount reclassified from accumulated other comprehensive earnings (loss), amortization of actuarial (losses) | [1] | (386) | (384) | (1,160) | (1,150) |
Earnings (loss) before income taxes | (72) | 1,704 | (218) | 5,114 | |
Income taxes | 25 | (602) | 77 | (1,806) | |
Net earnings (loss) | $ (47) | $ 1,102 | $ (141) | $ 3,308 | |
[1] | These accumulated other comprehensive earnings (loss) components are included in the computation of net periodic benefit cost for pension and postretirement benefit plans. See Note 7, “Pension and Other Postretirement Benefits” for further information. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 9 Months Ended |
Jul. 02, 2016USD ($) | |
John Berberian | |
Related Party Transaction [Line Items] | |
Line of credit facility, initiation date | Mar. 22, 2016 |
Line of credit facility, inventory loan | $ 500,000 |
Lease agreement expiration year | 2,021 |
Mimi Song | |
Related Party Transaction [Line Items] | |
Supply agreement expiration year | 2,019 |
Jay McCormack | |
Related Party Transaction [Line Items] | |
Supply agreement expiration year | 2,021 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event | 1 Months Ended |
Jul. 31, 2016USD ($) | |
Robert McDougall | |
Subsequent Event [Line Items] | |
Supply agreement period | 4 years |
Supply agreement effective date | Jan. 1, 2016 |
Mark Kidd | |
Subsequent Event [Line Items] | |
Line of credit facility, inventory loan | $ 500,000 |
Line of credit facility, initiation date | Jul. 19, 2016 |
Jay McCormack | |
Subsequent Event [Line Items] | |
Line of credit facility, inventory loan | $ 150,000 |
Line of credit facility, initiation date | Jul. 22, 2016 |