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Delaware
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05-0376157
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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313 Iron Horse Way, Providence, RI
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02908
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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January 26,
2013 |
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July 28,
2012 |
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ASSETS
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Current assets:
|
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Cash and cash equivalents
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$
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8,085
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$
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16,122
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Accounts receivable, net of allowance of $7,022 and $6,249, respectively
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358,173
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305,177
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Inventories
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674,046
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578,555
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Prepaid expenses and other current assets
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30,726
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21,654
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Deferred income taxes
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25,353
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25,353
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Total current assets
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1,096,383
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946,861
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Property & equipment, net
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302,368
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278,455
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||||
Other assets:
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Goodwill
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203,906
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193,741
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Intangible assets, net of accumulated amortization of $12,236 and $10,809, respectively
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51,981
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52,496
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Other assets
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25,468
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22,393
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Total assets
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$
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1,680,106
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$
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1,493,946
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$
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285,943
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$
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242,179
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Accrued expenses and other current liabilities
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125,027
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91,632
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Current portion of long-term debt
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357
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350
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Total current liabilities
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411,327
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334,161
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Notes payable
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173,947
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115,000
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Long-term debt, excluding current portion
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849
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635
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Deferred income taxes
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36,260
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36,260
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Other long-term liabilities
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29,068
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29,174
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Total liabilities
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651,451
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515,230
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Commitments and contingencies
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—
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—
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Stockholders’ equity:
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Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding
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—
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—
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Common stock, $0.01 par value, authorized 100,000 shares; 49,295 issued and outstanding shares at January 26, 2013; 49,011 issued and outstanding shares at July 28, 2012
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493
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490
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Additional paid-in capital
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370,634
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364,598
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Unallocated shares of Employee Stock Ownership Plan
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(71
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)
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(89
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)
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Accumulated other comprehensive income
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1,622
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1,896
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Retained earnings
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655,977
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611,821
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Total stockholders’ equity
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1,028,655
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978,716
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Total liabilities and stockholders’ equity
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$
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1,680,106
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$
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1,493,946
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Three months ended
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Six months ended
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||||||||||||
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January 26,
2013 |
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January 28,
2012 |
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January 26,
2013 |
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January 28,
2012 |
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Net sales
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$
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1,445,703
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$
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1,286,910
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$
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2,855,740
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$
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2,504,338
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Cost of sales
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1,204,030
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1,063,763
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2,378,114
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2,064,078
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||||
Gross profit
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241,673
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223,147
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477,626
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440,260
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Operating expenses
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202,693
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185,760
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400,451
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371,473
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Restructuring and asset impairment expenses (recoveries)
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—
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(126
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)
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1,629
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5,219
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|
||||
Total operating expenses
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202,693
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185,634
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402,080
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376,692
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||||
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||||||||
Operating income
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38,980
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37,513
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75,546
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63,568
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||||
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||||||||
Other expense (income):
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Interest expense
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1,373
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1,382
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2,351
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2,455
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||||
Interest income
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(168
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)
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(219
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)
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(341
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)
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(389
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)
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||||
Other, net
|
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201
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27
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4,982
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168
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||||
Total other expense, net
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1,406
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1,190
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6,992
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2,234
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Income before income taxes
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37,574
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36,323
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68,554
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61,334
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|
||||
Provision for income taxes
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14,954
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14,312
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24,398
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24,166
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Net income
|
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$
|
22,620
|
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|
$
|
22,011
|
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$
|
44,156
|
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|
$
|
37,168
|
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||||||||
Basic per share data:
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Net income
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$
|
0.46
|
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|
$
|
0.45
|
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$
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0.90
|
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$
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0.76
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||||||||
Weighted average basic shares of common stock outstanding
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49,289
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48,774
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49,174
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48,665
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Diluted per share data:
|
|
|
|
|
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|
|
|
|
|
||||||
Net income
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$
|
0.46
|
|
|
$
|
0.45
|
|
|
$
|
0.89
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|
|
$
|
0.76
|
|
|
|
|
|
|
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||||||||
Weighted average diluted shares of common stock outstanding
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49,528
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49,019
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49,475
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|
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48,933
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|
|
Three months ended
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Three months ended
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||||||||||||||||||||
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January 26, 2013
|
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January 28, 2012
|
||||||||||||||||||||
|
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Pre-tax
|
|
Tax
|
|
After-tax
|
|
Pre-tax
|
|
Tax
|
|
After-tax
|
||||||||||||
|
|
Amount
|
|
(expense) benefit
|
|
Amount
|
|
Amount
|
|
(expense) benefit
|
|
Amount
|
||||||||||||
Net income
|
|
|
|
|
|
|
|
$
|
22,620
|
|
|
|
|
|
|
|
|
$
|
22,011
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
(739
|
)
|
|
$
|
—
|
|
|
$
|
(739
|
)
|
|
$
|
(768
|
)
|
|
$
|
—
|
|
|
$
|
(768
|
)
|
Change in fair value of swap agreements, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|
(123
|
)
|
|
189
|
|
||||||
Total other comprehensive income (loss)
|
|
$
|
(739
|
)
|
|
$
|
—
|
|
|
$
|
(739
|
)
|
|
$
|
(456
|
)
|
|
$
|
(123
|
)
|
|
$
|
(579
|
)
|
Total comprehensive income
|
|
|
|
|
|
|
|
$
|
21,881
|
|
|
|
|
|
|
|
|
$
|
21,432
|
|
|
|
Six months ended
|
|
Six months ended
|
||||||||||||||||||||
|
|
January 26, 2013
|
|
January 28, 2012
|
||||||||||||||||||||
|
|
Pre-tax
|
|
Tax
|
|
After-tax
|
|
Pre-tax
|
|
Tax
|
|
After-tax
|
||||||||||||
|
|
Amount
|
|
(expense) benefit
|
|
Amount
|
|
Amount
|
|
(expense) benefit
|
|
Amount
|
||||||||||||
Net income
|
|
|
|
|
|
|
|
$
|
44,156
|
|
|
|
|
|
|
|
|
$
|
37,168
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
$
|
(274
|
)
|
|
$
|
—
|
|
|
$
|
(274
|
)
|
|
$
|
(3,597
|
)
|
|
$
|
—
|
|
|
$
|
(3,597
|
)
|
Change in fair value of swap agreements, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
639
|
|
|
(251
|
)
|
|
388
|
|
||||||
Total other comprehensive income (loss)
|
|
$
|
(274
|
)
|
|
$
|
—
|
|
|
$
|
(274
|
)
|
|
$
|
(2,958
|
)
|
|
$
|
(251
|
)
|
|
$
|
(3,209
|
)
|
Total comprehensive income
|
|
|
|
|
|
|
|
$
|
43,882
|
|
|
|
|
|
|
|
|
$
|
33,959
|
|
|
|
Common Stock
|
|
Additional
Paid in Capital
|
|
Unallocated
Shares of ESOP
|
|
Accumulated
Other
Comprehensive Income
|
|
Retained Earnings
|
|
Total
Stockholders’ Equity
|
|||||||||||||||
(In thousands)
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balances at July 28, 2012
|
|
49,011
|
|
|
$
|
490
|
|
|
$
|
364,598
|
|
|
$
|
(89
|
)
|
|
$
|
1,896
|
|
|
$
|
611,821
|
|
|
$
|
978,716
|
|
Allocation of shares to ESOP
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
18
|
|
||||||
Stock option exercises and restricted stock vestings, net
|
|
284
|
|
|
3
|
|
|
(1,883
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,880
|
)
|
||||||
Share-based compensation
|
|
|
|
|
|
|
|
7,889
|
|
|
|
|
|
|
|
|
|
|
|
7,889
|
|
||||||
Tax benefit associated with stock plans
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(274
|
)
|
|
|
|
|
(274
|
)
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,156
|
|
|
44,156
|
|
||||||
Balances at January 26, 2013
|
|
49,295
|
|
|
$
|
493
|
|
|
$
|
370,634
|
|
|
$
|
(71
|
)
|
|
$
|
1,622
|
|
|
$
|
655,977
|
|
|
$
|
1,028,655
|
|
|
|
Six months ended
|
||||||
|
|
January 26,
2013 |
|
January 28,
2012 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
44,156
|
|
|
$
|
37,168
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
20,944
|
|
|
19,190
|
|
||
Share-based compensation
|
|
7,889
|
|
|
6,433
|
|
||
Gain on disposals of property and equipment
|
|
(20
|
)
|
|
(306
|
)
|
||
Excess tax benefits from share-based payment arrangements
|
|
(30
|
)
|
|
(441
|
)
|
||
Impairment of intangible asset
|
|
1,629
|
|
|
—
|
|
||
Unrealized loss on foreign exchange
|
|
(63
|
)
|
|
—
|
|
||
Provision for doubtful accounts
|
|
1,497
|
|
|
1,832
|
|
||
Changes in assets and liabilities, net of acquired businesses:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(51,057
|
)
|
|
(67,522
|
)
|
||
Inventories
|
|
(94,621
|
)
|
|
(79,545
|
)
|
||
Prepaid expenses and other assets
|
|
(11,762
|
)
|
|
3,278
|
|
||
Accounts payable
|
|
32,140
|
|
|
14,203
|
|
||
Accrued expenses and other liabilities
|
|
714
|
|
|
7,905
|
|
||
Net cash used in operating activities
|
|
(48,584
|
)
|
|
(57,805
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(20,026
|
)
|
|
(12,922
|
)
|
||
Purchases of acquired businesses, net of cash acquired
|
|
(9,266
|
)
|
|
(2,450
|
)
|
||
Proceeds from disposals of property and equipment
|
|
2,342
|
|
|
325
|
|
||
Net cash used in investing activities
|
|
(26,950
|
)
|
|
(15,047
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Repayments of long-term debt
|
|
(400
|
)
|
|
(2,522
|
)
|
||
Proceeds from borrowings under revolving credit line
|
|
361,906
|
|
|
618,897
|
|
||
Repayments of borrowings under revolving credit line
|
|
(302,808
|
)
|
|
(543,897
|
)
|
||
Increase in bank overdraft
|
|
10,504
|
|
|
8,851
|
|
||
Proceeds from exercise of stock options
|
|
1,455
|
|
|
2,508
|
|
||
Payment of employee restricted stock tax withholdings
|
|
(3,335
|
)
|
|
(1,392
|
)
|
||
Excess tax benefits from share-based payment arrangements
|
|
30
|
|
|
441
|
|
||
Capitalized debt issuance costs
|
|
(12
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
|
67,340
|
|
|
82,886
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
157
|
|
|
(165
|
)
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(8,037
|
)
|
|
9,869
|
|
||
Cash and cash equivalents at beginning of period
|
|
16,122
|
|
|
16,867
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
8,085
|
|
|
$
|
26,736
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||
Interest paid, net of amounts capitalized
|
|
$
|
2,195
|
|
|
$
|
2,423
|
|
Income taxes paid, net of refunds
|
|
$
|
32,315
|
|
|
$
|
18,023
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||
(In thousands)
|
|
January 26,
2013 |
|
January 28,
2012 |
|
January 26,
2013 |
|
January 28,
2012 |
||||
Basic weighted average shares outstanding
|
|
49,289
|
|
|
48,774
|
|
|
49,174
|
|
|
48,665
|
|
Net effect of dilutive stock awards based upon the treasury stock method
|
|
239
|
|
|
245
|
|
|
301
|
|
|
268
|
|
Diluted weighted average shares outstanding
|
|
49,528
|
|
|
49,019
|
|
|
49,475
|
|
|
48,933
|
|
|
|
January 26, 2013
|
|
July 28, 2012
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long term debt, including current portion
|
|
$
|
1,206
|
|
|
$
|
1,222
|
|
|
$
|
985
|
|
|
$
|
988
|
|
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated
|
|
Consolidated
|
||||||||||
Three months ended January 26, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,431,047
|
|
|
$
|
37,441
|
|
|
$
|
(22,785
|
)
|
|
|
|
|
$
|
1,445,703
|
|
|
Operating income (loss)
|
|
47,078
|
|
|
(8,899
|
)
|
|
801
|
|
|
|
|
|
38,980
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
$
|
1,373
|
|
|
1,373
|
|
||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
(168
|
)
|
|
(168
|
)
|
|||||
Other, net
|
|
|
|
|
|
|
|
|
|
|
201
|
|
|
201
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,574
|
|
|||||
Depreciation and amortization
|
|
10,398
|
|
|
427
|
|
|
|
|
|
|
|
|
10,825
|
|
|||||
Capital expenditures
|
|
15,305
|
|
|
148
|
|
|
|
|
|
|
|
|
15,453
|
|
|||||
Goodwill
|
|
186,374
|
|
|
17,532
|
|
|
|
|
|
|
|
|
203,906
|
|
|||||
Total assets
|
|
1,548,772
|
|
|
140,595
|
|
|
(9,261
|
)
|
|
|
|
|
1,680,106
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended January 28, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,273,400
|
|
|
$
|
34,987
|
|
|
$
|
(21,477
|
)
|
|
|
|
|
$
|
1,286,910
|
|
|
Operating income (loss)
|
|
43,139
|
|
|
(6,589
|
)
|
|
963
|
|
|
|
|
|
37,513
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
$
|
1,382
|
|
|
1,382
|
|
||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
(219
|
)
|
|
(219
|
)
|
|||||
Other, net
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
27
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,323
|
|
|||||
Depreciation and amortization
|
|
9,190
|
|
|
408
|
|
|
|
|
|
|
|
|
9,598
|
|
|||||
Capital expenditures
|
|
4,479
|
|
|
642
|
|
|
|
|
|
|
|
|
5,121
|
|
|||||
Goodwill
|
|
176,245
|
|
|
17,331
|
|
|
|
|
|
|
|
|
193,576
|
|
|||||
Total assets
|
|
1,400,094
|
|
|
153,017
|
|
|
(6,288
|
)
|
|
|
|
|
1,546,823
|
|
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated
|
|
Consolidated
|
||||||||||
Six months ended January 26, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
2,825,461
|
|
|
$
|
82,763
|
|
|
$
|
(52,484
|
)
|
|
|
|
|
$
|
2,855,740
|
|
|
Operating income (loss)
|
|
97,065
|
|
|
(20,496
|
)
|
|
(1,023
|
)
|
|
|
|
|
75,546
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
$
|
2,351
|
|
|
2,351
|
|
||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
(341
|
)
|
|
(341
|
)
|
|||||
Other, net
|
|
|
|
|
|
|
|
|
|
|
4,982
|
|
|
4,982
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
68,554
|
|
||||||
Depreciation and amortization
|
|
19,943
|
|
|
1,001
|
|
|
|
|
|
|
|
|
20,944
|
|
|||||
Capital expenditures
|
|
19,112
|
|
|
914
|
|
|
|
|
|
|
|
|
20,026
|
|
|||||
Goodwill
|
|
186,374
|
|
|
17,532
|
|
|
|
|
|
|
|
|
203,906
|
|
|||||
Total assets
|
|
1,548,772
|
|
|
140,595
|
|
|
(9,261
|
)
|
|
|
|
|
1,680,106
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended January 28, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
|
$
|
2,476,482
|
|
|
$
|
77,455
|
|
|
$
|
(49,599
|
)
|
|
|
|
|
$
|
2,504,338
|
|
|
Operating income (loss)
|
|
81,541
|
|
|
(17,336
|
)
|
|
(637
|
)
|
|
|
|
|
63,568
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
$
|
2,455
|
|
|
2,455
|
|
||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
(389
|
)
|
|
(389
|
)
|
|||||
Other, net
|
|
|
|
|
|
|
|
|
|
|
168
|
|
|
168
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,334
|
|
|||||
Depreciation and amortization
|
|
18,375
|
|
|
815
|
|
|
|
|
|
|
|
|
19,190
|
|
|||||
Capital expenditures
|
|
11,986
|
|
|
936
|
|
|
|
|
|
|
|
|
12,922
|
|
|||||
Goodwill
|
|
176,245
|
|
|
17,331
|
|
|
|
|
|
|
|
|
193,576
|
|
|||||
Total assets
|
|
1,400,094
|
|
|
153,017
|
|
|
(6,288
|
)
|
|
|
|
|
1,546,823
|
|
|
|
Three months ended
|
|
Six months ended
|
|
||||||||
|
|
January 26,
2013 |
|
January 28,
2012 |
|
January 26,
2013 |
|
January 28,
2012 |
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
83.3
|
%
|
|
82.7
|
%
|
|
83.3
|
%
|
|
82.4
|
%
|
|
Gross profit
|
|
16.7
|
%
|
|
17.3
|
%
|
|
16.7
|
%
|
|
17.6
|
%
|
|
Total operating expenses
|
|
14.0
|
%
|
|
14.4
|
%
|
|
14.1
|
%
|
|
15.0
|
%
|
|
Operating income
|
|
2.7
|
%
|
|
2.9
|
%
|
|
2.6
|
%
|
|
2.5
|
%
|
*
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest expense
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
Interest income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Other, net
|
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
—
|
%
|
|
Total other expense
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
*
|
0.1
|
%
|
|
Income before income taxes
|
|
2.6
|
%
|
|
2.8
|
%
|
|
2.4
|
%
|
|
2.5
|
%
|
*
|
Provision for income taxes
|
|
1.0
|
%
|
|
1.1
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
|
Net income
|
|
1.6
|
%
|
|
1.7
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|
|
|
Net Sales for the Three Months Ended
|
||||||||||||
Customer Type
|
|
January 26,
2013 |
|
% of
Net Sales
|
|
January 28,
2012 |
|
% of
Net Sales
|
||||||
Independently owned natural products retailers
|
|
$
|
473
|
|
|
33
|
%
|
|
$
|
438
|
|
|
34
|
%
|
Supernatural chains
|
|
538
|
|
|
37
|
%
|
|
470
|
|
|
37
|
%
|
||
Conventional supermarkets
|
|
368
|
|
|
25
|
%
|
|
321
|
|
|
25
|
%
|
||
Other
|
|
67
|
|
|
5
|
%
|
|
58
|
|
|
4
|
%
|
||
Total
|
|
$
|
1,446
|
|
|
100
|
%
|
|
$
|
1,287
|
|
|
100
|
%
|
|
|
Net Sales for the Six Months Ended
|
||||||||||||
Customer Type
|
|
January 26,
2013 |
|
% of
Net Sales
|
|
January 28,
2012 |
|
% of
Net Sales
|
||||||
Independently owned natural products retailers
|
|
$
|
957
|
|
|
34
|
%
|
|
$
|
881
|
|
|
35
|
%
|
Supernatural chains
|
|
1,045
|
|
|
37
|
%
|
|
905
|
|
|
36
|
%
|
||
Conventional supermarkets
|
|
713
|
|
|
25
|
%
|
|
595
|
|
|
24
|
%
|
||
Other
|
|
141
|
|
|
4
|
%
|
|
123
|
|
|
5
|
%
|
||
Total
|
|
$
|
2,856
|
|
|
100
|
%
|
|
$
|
2,504
|
|
|
100
|
%
|
Exhibit No.
|
|
Description
|
10.1
|
|
United Natural Foods, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on December 12, 2012) (the "2012 Equity Plan").
|
10.2*
|
|
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Employee, pursuant to the 2012 Equity Plan.
|
10.3*
|
|
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Director, pursuant to the 2012 Equity Plan.
|
10.4*
|
|
Form of Terms and Conditions of Grant of Restricted Share Units to Employee, pursuant to the 2012 Equity Plan.
|
10.5*
|
|
Form of Terms and Conditions of Grant of Restricted Share Units to Director, pursuant to the 2012 Equity Plan.
|
10.6*
|
|
Form of Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the 2012 Equity Plan.
|
10.7*
|
|
Form of Performance-Based Vesting Restricted Share Award Agreement, pursuant to the 2012 Equity Plan.
|
31.1*
|
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101*
|
|
The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 26, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
United Natural Foods, Inc.
|
Investor Relations
|
313 Iron Horse Way
|
Providence, RI 02908
|
|
UNITED NATURAL FOODS, INC.
|
|
|
|
|
|
/s/ Mark E. Shamber
|
|
Mark E. Shamber
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
1.
|
Definitions.
|
(a)
|
Award Agreement
has the meaning set forth in Section 2 of these Terms and Conditions.
|
(b)
|
Communication of Award
means the communication delivered by an authorized representative of the Company to the Participant identifying that an Award has been granted together with the details of the award (including the identity of the Participant, the Grant Date, the number of Options that were awarded to the Participant, and the Option Price per Share) set forth in the Award summary portion of the online award acceptance process used in connection with electronic administration of Awards under the Plan.
|
(c)
|
Expiration Date
means the tenth anniversary of the Grant Date.
|
(d)
|
Grant Date
means the date on which the Options were granted as set forth in the Communication of Award.
|
(e)
|
Option
means the option to purchase any one Share of the Company's common stock, par value $0.01 per share, from the Company during the period commencing on the Grant Date and ending on the Expiration Date at the Option Price Per Share.
|
(f)
|
Option Price per Share
means the Option Price per Share set forth in the Communication of Award.
|
(g)
|
Participant
, solely for purposes of the Award Agreement, means the individual identified in the Communication of Award.
|
3.
|
Exercise of Option and Provisions for Termination
.
|
1.
|
Definitions.
|
(a)
|
Award Agreement
has the meaning set forth in Section 2 of these Terms and Conditions.
|
(b)
|
Communication of Award
means the communication delivered by an authorized representative of the Company to the Participant identifying that an Award has been granted together with the details of the Award (including the identity of the Participant, the Grant Date, the number of Options that were awarded to the Participant, and the Option Price per Share) set forth in the award summary portion of the online award acceptance process used in connection with electronic administration of Awards under the Plan
|
(c)
|
Expiration Date
means the tenth anniversary of the Grant Date.
|
(d)
|
Grant Date
means the date on which the Options were granted as set forth in the Communication of Award.
|
(e)
|
Option
means the option to purchase any one Share of the Company's common stock, par value $0.01 per share, from the Company during the period commencing on the Grant Date and ending on the Expiration Date at the Option Price Per Share.
|
(f)
|
Option Price per Share
means the Option Price per Share set forth in the Communication of Award.
|
(g)
|
Participant
, solely for purposes of the Award Agreement, means the individual identified in the Communication of Award.
|
3.
|
Exercise of Option and Provisions for Termination
.
|
(a)
|
Award Agreement
has the meaning set forth in Section 2 of these Terms and Conditions.
|
(b)
|
Communication of Award
means the communication delivered by an authorized representative of the Company to the Participant identifying that an Award has been granted together with the details of the Award (including the identity of the Participant, the Grant Date, and the number of Restricted Share Units that were awarded to the Participant) set forth in the award summary portion of the online award acceptance process used in connection with electronic administration of Awards under the Plan.
|
(c)
|
Grant Date
means the date on which the Restricted Share Units were granted as set forth in the Communication of Award.
|
(d)
|
Participant
, solely for purposes of the Award Agreement, means the individual identified in the Communication of Award.
|
(e)
|
Restricted Share Unit
means a right to receive any one Share of the Company's common stock, par value $0.01 per share, from the Company following the expiration of the Restriction Period.
|
(f)
|
Restriction Period
with respect to the Restricted Share Units means the period commencing upon the Grant Date and ending on the dates provided under Section 3 of these Terms and Conditions.
|
(a)
|
Award Agreement
has the meaning set forth in Section 2 of these Terms and Conditions.
|
(b)
|
Communication of Award
means the communication delivered by an authorized representative of the Company to the Participant identifying that an Award has been granted together with the details of the Award (including the identity of the Participant, the Grant Date, and the number of Restricted Share Units that were awarded to the Participant) set forth in the award summary portion of the online award acceptance process used in connection with electronic administration of Awards under the Plan.
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(c)
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Grant Date
means the date on which the Restricted Share Units were granted as set forth in the Communication of Award.
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(d)
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Participant
, solely for purposes of the Award Agreement, means the individual identified in the Communication of Award.
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(e)
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Restricted Share Unit
means a right to receive any one Share of the Company's common stock, par value $0.01 per share, from the Company following the expiration of the Restriction Period.
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(f)
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Restriction Period
with respect to the Restricted Share Units means the period commencing upon the Grant Date and ending on the dates provided under Section 3 of these Terms and Conditions.
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(a)
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Participant
, solely for purposes of this Agreement, means the employee designated above.
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(b)
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Performance Criteria
means the performance targets related to one or more performance goals specified in Section 4 of this Agreement.
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(c)
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Performance Period
means the period beginning on _______ __, _____ and ending on ______ __, ____.
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(d)
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Restricted Share Unit
means a right to receive a payment in the form of any one Share of the Company's common stock, par value $0.01 per share, or in the form of cash equal to the Fair Market Value of a Share following the successful attainment of the Performance Criteria to the satisfaction of the Committee.
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(a)
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Participant
, solely for purposes of this Agreement, means the employee designated above.
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(b)
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Performance Criteria
means the performance targets related to one or more performance goals specified in Section 4 of this Agreement.
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(c)
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Performance Period
means the period beginning on _______ __, _____ and ending on ______ __, ____.
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(d)
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Restricted Share
means one Share of the Company's common stock, par value $0.01 per share, registered to Participant and evidenced by a “book entry” in the records of the Company or its designated agent in the name of the Participant, which shall remain subject to the forfeiture and transfer restrictions set forth in Section 3(a) at all times until the forfeiture restrictions with respect to such Restricted Share lapses pursuant to Section 3(b), (c), or (d).
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1.
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I have reviewed this report on Form 10-Q of United Natural Foods, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Steven L. Spinner
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Steven L. Spinner
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Chief Executive Officer
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|
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March 6, 2013
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Note:
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A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
1.
|
I have reviewed this report on Form 10-Q of United Natural Foods, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Mark E. Shamber
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|
Mark E. Shamber
|
|
Chief Financial Officer
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|
|
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March 6, 2013
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Note:
|
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
|
/s/ Steven L. Spinner
|
|
Steven L. Spinner
|
|
Chief Executive Officer
|
|
|
|
March 6, 2013
|
Note:
|
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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|
/s/ Mark E. Shamber
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|
Mark E. Shamber
|
|
Chief Financial Officer
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|
|
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March 6, 2013
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Note:
|
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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