|
X
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended July 30, 2016
|
||
or
|
||
__
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _______ to _______
|
Delaware
|
|
05-0376157
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
313 Iron Horse Way, Providence, RI 02908
(Address of principal executive offices) (Zip Code)
|
||
Registrant's telephone number, including area code:
(401) 528-8634
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
NASDAQ Global Select Market
|
Large Accelerated Filer
X
|
|
Accelerated Filer __
|
Non-accelerated Filer __ (Do not check if a smaller reporting company)
|
|
Smaller Reporting Company __
|
|
Section
|
|
|
|
Page
|
|
|
|
|
|
|
|
|||
|
|
|
||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
•
|
independently owned natural products retailers, which include single store and chain accounts (excluding Supernatural), which carry more than 90% natural products and buying clubs of consumer groups joined to buy products;
|
•
|
supernatural chains, which consist of chain accounts that are national in scope and carry greater than 90% natural products, and at this time currently consists solely of Whole Foods Market, Inc. ("Whole Foods Market");
|
•
|
supermarkets, which include accounts that also carry conventional products, and at this time currently include chain accounts, supermarket independents, and gourmet and ethnic specialty stores; and
|
•
|
other, which includes foodservice, e-commerce and international customers outside of Canada.
|
•
|
our wholesale division, which includes:
|
◦
|
our broadline natural, organic and specialty distribution business in the United States;
|
◦
|
UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada;
|
◦
|
Tony's, which is a leading distributor of a wide array of specialty protein, cheese, deli, food service and bakery goods, principally throughout the Western United States;
|
◦
|
Albert's, which is a leading distributor of organically grown produce and non-produce perishable items within the United States;
|
◦
|
Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items in Northern California;
|
◦
|
Haddon, a distributor and merchandiser of natural and organic specialty and gourmet ethnic products throughout the Eastern United States; and
|
◦
|
Select Nutrition, which distributes vitamins, minerals and supplements;
|
•
|
our retail division, consisting of Earth Origins, which operates our
thirteen
natural products retail stores within the United States; and
|
•
|
our manufacturing and branded products divisions, consisting of
|
◦
|
Woodstock Farms Manufacturing, which specializes in importing, roasting, packaging and the distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections; and
|
◦
|
our Blue Marble Brands branded product lines.
|
•
|
control the purchases made by these stores;
|
•
|
expand the number of high-growth, high-margin product categories, such as produce and prepared foods, within these stores; and
|
•
|
stay abreast of the trends in the retail marketplace, which enables us to better anticipate and serve the needs of our wholesale customers.
|
•
|
In May 2013 our Albert's division commenced operations at a new 55,000 square foot distribution facility in Logan Township, New Jersey which allows us to more efficiently serve our growing customer base on the East Coast, including the New York City metropolitan market.
|
•
|
In June 2013 we commenced operations at a new 540,000 square foot distribution center in Aurora, Colorado and consolidated all existing Aurora operations including an Albert's location and off-site storage into one building.
|
•
|
In June 2014 we commenced operations at a new 450,000 square foot distribution center in Racine, Wisconsin.
|
•
|
In connection with the acquisition of Tony's in July 2014, we acquired four distribution centers in California and Washington with approximately 500,000 square feet of combined distribution space.
|
•
|
In September 2014 we commenced operations at a new 510,000 square foot distribution center in Hudson Valley, New York which allows us to service the growing New York City metropolitan market and to transfer certain routes from our York, Pennsylvania, Chesterfield, New Hampshire and Dayville, Connecticut distribution centers.
|
•
|
In April 2015 we commenced operations at a new 300,000 square foot distribution center in Prescott, Wisconsin which services the Twin Cities market.
|
•
|
In February 2016 we commenced operations at a new 400,000 square foot distribution center in Gilroy, California.
|
•
|
In connection with the acquisition of Global Organic in March 2016, we acquired additional distribution capacity adjacent to our existing Sarasota, Florida facility, which increased distribution space by approximately 80,000 square feet.
|
•
|
In connection with the acquisition of Nor-Cal in March 2016, we acquired an
80,000
square foot distribution center in West Sacramento, California.
|
•
|
In connection with the acquisition of Haddon in May 2016, we acquired a distribution center in each of New Jersey and South Carolina with approximately
700,000
square feet of combined distribution space.
|
•
|
Whole Foods Market, the largest supernatural chain in the United States and Canada; and
|
•
|
Other customers, including Kroger, Natural Grocers, Wegmans, Sprouts Farmers Market, Giant-Carlisle, Stop & Shop, Giant-Landover, Giant Eagle, Hannaford, Food Lion, Bashas', Shop-Rite, Publix, Raley's, Lucky's and Fred Meyer.
|
|
|
Percentage of Net Sales
|
|||||||
Customer Type
|
|
2016
|
|
2015
|
|
2014
|
|||
Independently owned natural products retailers
|
|
27
|
%
|
|
27
|
%
|
|
30
|
%
|
Supernatural chains
|
|
35
|
%
|
|
34
|
%
|
|
36
|
%
|
Conventional supermarkets and mass market chains
|
|
27
|
%
|
|
29
|
%
|
|
27
|
%
|
Other
|
|
11
|
%
|
|
10
|
%
|
|
7
|
%
|
•
|
multiple monthly, region-specific, consumer circular programs, with the participating retailer’s imprint featuring products sold by the retailer to its customers. The monthly circular programs are structured to pass through the benefit of our negotiated discounts and advertising allowances to the retailer, and also provide retailers with shelf tags corresponding to each month's promotions. We also offer a web-based tool which retailers can use to produce highly customized circulars and other marketing materials for their stores.
|
•
|
quarterly coupon programs featuring supplier sponsored coupons, for display and distribution by participating retailers.
|
•
|
a truck advertising program that allows our suppliers to purchase advertising space on the sides of our hundreds of trailers traveling throughout the United States and Canada, increasing brand exposure to consumers.
|
•
|
wholesale biannual catalogs, which serve as a primary reference guide and ordering tool for retailers.
|
•
|
a Customer Portal advertising program that allows our suppliers to advertise directly to retailers using the portal.
|
•
|
a variety of programs with advertising focus on foodservice options designed to support accounts in that category.
|
•
|
programs designed to generate volume purchases and retail promotions.
|
•
|
monthly specials catalogs that highlight promotions and new product introductions.
|
•
|
specialized catalogs for holiday and seasonal products.
|
•
|
ClearVue®, an information sharing program designed to improve the transparency of information and drive efficiency within the supply chain. With the availability of in-depth data and tailored reporting tools, participants are able to reduce inventory balances with the elimination of forward buys, while improving service levels.
|
•
|
Supply Chain by ClearVue®, an information sharing program designed to provide heightened transparency to suppliers through demand planning, forecasting and procurement insights. This program offers weekly and monthly reporting enabling suppliers to identify areas of sales growth while pinpointing specific focuses in which the supplier can become more profitable.
|
•
|
Supplier-In-Site (SIS), an information-sharing website that helps our suppliers better understand the independent natural channel in order to generate mutually beneficial incremental sales in an efficient manner.
|
•
|
Growth incentive programs, supplier-focused high-level sales and marketing support for selected brands, which foster our partnership by building incremental, mutually profitable sales for suppliers and us.
|
•
|
quarterly reports of trends in the natural and organic industry;
|
•
|
product data information such as best seller lists, store usage reports and catalogs;
|
•
|
assistance with store layout designs; new store design and equipment procurement;
|
•
|
planogramming, shelf and category management support;
|
•
|
in-store signage and promotional materials assistance with planning and setting up product displays;
|
•
|
shelf tags for products; and
|
•
|
a robust customer portal with product information, search and ordering capabilities, reports and publications.
|
Name
|
|
Age
|
|
Position
|
Steven L. Spinner
|
|
56
|
|
President and Chief Executive Officer
|
Michael P. Zechmeister
|
|
49
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Sean F. Griffin
|
|
57
|
|
Chief Operating Officer
|
Danielle Benedict
|
|
43
|
|
Senior Vice President, Human Resources
|
Eric A. Dorne
|
|
55
|
|
Chief Administrative and Information Officer
|
Paul S. Green
|
|
54
|
|
President, Pacific Region
|
John M. Hummel
|
|
45
|
|
President, Central Region
|
Craig H. Smith
|
|
57
|
|
Senior Vice President, Fresh Sales
|
Christopher P. Testa
|
|
46
|
|
President, Atlantic Region
|
Joseph J. Traficanti
|
|
65
|
|
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
•
|
maintaining the customer and supplier base;
|
•
|
optimizing delivery routes;
|
•
|
coordinating administrative, distribution and finance functions; and
|
•
|
integrating management information systems and personnel.
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
limiting our ability to obtain additional financing;
|
•
|
limiting our ability to pursue certain acquisitions;
|
•
|
limiting our flexibility in planning for or reacting to changes in our business and the industry in which we compete; and
|
•
|
placing us at a competitive disadvantage compared to competitors with less leverage or better access to capital resources.
|
•
|
demand for our products, including as a result of seasonal fluctuations;
|
•
|
changes in our operating expenses, including fuel and insurance expenses;
|
•
|
management's ability to execute our business and growth strategies;
|
•
|
changes in customer preferences, including levels of enthusiasm for health, fitness and environmental issues;
|
•
|
public perception of the benefits of natural and organic products when compared to similar conventional products;
|
•
|
fluctuation of natural product prices due to competitive pressures;
|
•
|
the addition or loss of significant customers;
|
•
|
personnel changes;
|
•
|
general economic conditions, including inflation;
|
•
|
supply shortages, including a lack of an adequate supply of high-quality livestock or agricultural products due to poor growing conditions, water shortages, natural disasters or otherwise;
|
•
|
volatility in prices of high-quality livestock or agricultural products resulting from poor growing conditions, water shortages, natural disasters or otherwise; and
|
•
|
future acquisitions, particularly in periods immediately following the consummation of such acquisition transactions while the operations of the acquired businesses are being integrated into our operations.
|
•
|
the products that we distribute in the United States are subject to inspection by the FDA;
|
•
|
our warehouse and distribution centers are subject to inspection by the USDA and state health authorities; and
|
•
|
the United States Department of Transportation and the United States Federal Highway Administration regulate our United States trucking operations.
|
•
|
our quarterly operating results or the operating results of other distributors of organic or natural food and non-food products and of supernatural chains and conventional supermarkets and other of our customers;
|
•
|
the addition or loss of significant customers;
|
•
|
changes in general conditions in the economy, the financial markets or the organic or natural food and non-food product distribution industries;
|
•
|
changes in financial estimates or recommendations by stock market analysts regarding us or our competitors;
|
•
|
announcements by us or our competitors of significant acquisitions;
|
•
|
increases in labor, energy, fuel costs or the costs of food products;
|
•
|
natural disasters, severe weather conditions or other developments affecting us or our competitors;
|
•
|
publication of research reports about us, the benefits of organic and natural products, or the organic or natural food and non-food product distribution industries generally;
|
•
|
changes in market valuations of similar companies;
|
•
|
additions or departures of key management personnel;
|
•
|
actions by institutional stockholders; and
|
•
|
speculation in the press or investment community.
|
Location
|
|
Lease Expiration
|
Atlanta, Georgia*
|
|
Owned
|
Auburn, California*
|
|
Owned
|
Auburn, Washington
|
|
August 2019
|
Aurora, Colorado
|
|
October 2033
|
Burnaby, British Columbia
|
|
October 2018
|
Charlotte, North Carolina
|
|
September 2019
|
Chesterfield, New Hampshire*
|
|
Owned
|
Concord, Ontario
|
|
December 2021
|
Dayville, Connecticut*
|
|
Owned
|
Gilroy, California
|
|
Owned
|
Greenwood, Indiana*
|
|
Owned
|
Howell Township, New Jersey
|
|
Owned
|
Hudson Valley, New York*
|
|
Owned
|
Iowa City, Iowa*
|
|
Owned
|
Lancaster, Texas
|
|
July 2025
|
Logan Township, New Jersey
|
|
May 2028
|
Moreno Valley, California
|
|
July 2023
|
Philadelphia, Pennsylvania
|
|
January 2020
|
Prescott, Wisconsin
|
|
Owned
|
Racine, Wisconsin*
|
|
Owned
|
Richburg, South Carolina
|
|
Owned
|
Richmond, British Columbia
|
|
August 2022
|
Ridgefield, Washington*
|
|
Owned
|
Ridgefield, Washington
|
|
September 2017
|
Rocklin, California*
|
|
Owned
|
Sarasota, Florida
|
|
July 2017
|
St. Laurent, Quebec
|
|
July 2017
|
Truckee, California
|
|
August 2020
|
Vernon, California*
|
|
Owned
|
West Sacramento, California
|
|
Owned
|
West Sacramento, California
|
|
Owned
|
York, Pennsylvania
|
|
May 2020
|
Yuba City, California
|
|
September 2021
|
Fiscal 2016
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
55.69
|
|
|
$
|
44.05
|
|
Second Quarter
|
|
52.07
|
|
|
33.85
|
|
||
Third Quarter
|
|
43.02
|
|
|
29.75
|
|
||
Fourth Quarter
|
|
52.18
|
|
|
33.16
|
|
||
|
|
|
|
|
||||
Fiscal 2015
|
|
|
|
|
|
|||
First Quarter
|
|
$
|
69.51
|
|
|
$
|
58.48
|
|
Second Quarter
|
|
80.77
|
|
|
67.71
|
|
||
Third Quarter
|
|
83.91
|
|
|
66.34
|
|
||
Fourth Quarter
|
|
69.26
|
|
|
45.26
|
|
*
|
$100 invested on 7/30/11 in UNFI common stock or 7/30/11 in relevant index, including reinvestment of dividends. Index calculated on a month-end basis.
|
Consolidated Statement of Income Data: (1)(2)
|
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
|
August 3,
2013 |
|
July 28,
2012 |
||||||||||
|
|
|
|
|
|
|
|
(53 weeks)
|
|
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
|
$
|
8,470,286
|
|
|
$
|
8,184,978
|
|
|
$
|
6,794,447
|
|
|
$
|
6,064,355
|
|
|
$
|
5,236,021
|
|
Cost of sales
|
|
7,190,935
|
|
|
6,924,463
|
|
|
5,666,802
|
|
|
5,040,323
|
|
|
4,320,914
|
|
|||||
Gross profit
|
|
1,279,351
|
|
|
1,260,515
|
|
|
1,127,645
|
|
|
1,024,032
|
|
|
915,107
|
|
|||||
Operating expenses
|
|
1,049,690
|
|
|
1,017,755
|
|
|
916,857
|
|
|
837,953
|
|
|
755,744
|
|
|||||
Restructuring and asset impairment expense
|
|
5,552
|
|
|
803
|
|
|
—
|
|
|
1,629
|
|
|
5,101
|
|
|||||
Total operating expenses
|
|
1,055,242
|
|
|
1,018,558
|
|
|
916,857
|
|
|
839,582
|
|
|
760,845
|
|
|||||
Operating income
|
|
224,109
|
|
|
241,957
|
|
|
210,788
|
|
|
184,450
|
|
|
154,262
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
16,259
|
|
|
14,498
|
|
|
7,753
|
|
|
5,897
|
|
|
4,734
|
|
|||||
Interest income
|
|
(1,115
|
)
|
|
(356
|
)
|
|
(508
|
)
|
|
(632
|
)
|
|
(715
|
)
|
|||||
Other, net
|
|
743
|
|
|
(1,954
|
)
|
|
(3,865
|
)
|
|
6,113
|
|
|
356
|
|
|||||
Total other expense, net
|
|
15,887
|
|
|
12,188
|
|
|
3,380
|
|
|
11,378
|
|
|
4,375
|
|
|||||
Income before income taxes
|
|
208,222
|
|
|
229,769
|
|
|
207,408
|
|
|
173,072
|
|
|
149,887
|
|
|||||
Provision for income taxes
|
|
82,456
|
|
|
91,035
|
|
|
81,926
|
|
|
65,865
|
|
|
59,088
|
|
|||||
Net income
|
|
$
|
125,766
|
|
|
$
|
138,734
|
|
|
$
|
125,482
|
|
|
$
|
107,207
|
|
|
$
|
90,799
|
|
Per share data—Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2.50
|
|
|
$
|
2.77
|
|
|
$
|
2.53
|
|
|
$
|
2.18
|
|
|
$
|
1.86
|
|
Weighted average basic shares of common stock
|
|
50,313
|
|
|
50,021
|
|
|
49,602
|
|
|
49,217
|
|
|
48,766
|
|
|||||
Per share data—Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2.50
|
|
|
$
|
2.76
|
|
|
$
|
2.52
|
|
|
$
|
2.17
|
|
|
$
|
1.85
|
|
Weighted average diluted shares of common stock
|
|
50,399
|
|
|
50,267
|
|
|
49,888
|
|
|
49,509
|
|
|
49,100
|
|
Consolidated Balance Sheet Data: (2)
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
|
August 3,
2013 |
|
July 28,
2012 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Working capital
|
$
|
991,468
|
|
|
$
|
1,018,437
|
|
|
$
|
850,006
|
|
|
$
|
712,506
|
|
|
$
|
608,902
|
|
Total assets
|
2,852,155
|
|
|
2,540,994
|
|
|
2,284,446
|
|
|
1,725,463
|
|
|
1,490,148
|
|
|||||
Total long-term debt and capital leases, excluding current portion
|
161,739
|
|
|
172,949
|
|
|
32,510
|
|
|
33,091
|
|
|
635
|
|
|||||
Total stockholders' equity
|
$
|
1,519,504
|
|
|
$
|
1,381,088
|
|
|
$
|
1,238,919
|
|
|
$
|
1,094,701
|
|
|
$
|
974,918
|
|
(1)
|
Includes the effect of acquisitions from the date of acquisition.
|
(2)
|
Periods prior to the year ended July 30, 2016 have been restated for immaterial corrections for identified errors in accounting for early payment discounts on inventory purchases and the reclassification of debt issuance costs resulting from the Company's early adoption of Accounting Standards Update No. 2015-03,
Interest- Imputation of Interest (Subtopic 835-30)
. For more information, see Note 15 of the footnotes accompanying our audited financial statements included in this Annual Report on Form 10-K.
|
•
|
our ability to retain customers of Haddon House Food Products, Inc. ("Haddon"), Nor-Cal Produce, Inc. ("Nor-Cal"), Global Organic/Specialty Source, Inc. ("Global Organic") and Gourmet Guru, Inc. ("Gourmet Guru") and their affiliated entities of which we purchased on terms similar to those in place prior to our acquisition of these businesses;
|
•
|
our dependence on principal customers;
|
•
|
our sensitivity to general economic conditions, including the current economic environment;
|
•
|
changes in disposable income levels and consumer spending trends;
|
•
|
our ability to reduce our expenses in amounts sufficient to offset our increased focus on sales to conventional supermarkets and the shift in our product mix as a result of our acquisition of Tony’s Fine Foods ("Tony's") and the resulting lower gross margins on these sales;
|
•
|
our reliance on the continued growth in sales of natural and organic foods and non-food products in comparison to conventional products;
|
•
|
increased competition in our industry as a result of increased distribution of natural, organic and specialty products by conventional grocery distributors and direct distribution of those products by large retailers;
|
•
|
our ability to timely and successfully deploy our new warehouse management system throughout our distribution centers and our transportation management system across our Company;
|
•
|
the addition or loss of significant customers;
|
•
|
volatility in fuel costs;
|
•
|
our sensitivity to inflationary and deflationary pressures;
|
•
|
the relatively low margins and economic sensitivity of our business;
|
•
|
the potential for disruptions in our supply chain by circumstances beyond our control;
|
•
|
the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;
|
•
|
consumer demand for natural and organic products outpacing suppliers’ ability to produce these products;
|
•
|
moderated supplier promotional activity, including decreased forward buying opportunities;
|
•
|
union-organizing activities that could cause labor relations difficulties and increased costs;
|
•
|
the ability to identify and successfully complete acquisitions of other natural, organic and specialty food and non-food products distributors;
|
•
|
management's allocation of capital and the timing of capital expenditures; and
|
•
|
our ability to successfully deploy our operational initiatives to achieve synergies from the acquisitions of Tony's, Global Organic, Nor-Cal, Haddon and Gourmet Guru.
|
•
|
our wholesale division, which includes:
|
◦
|
our broadline natural, organic and specialty distribution business in the United States;
|
◦
|
UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada;
|
◦
|
Tony's, which is a leading distributor of a wide array of specialty protein, cheese, deli, food service and bakery goods, principally throughout the Western United States;
|
◦
|
Albert's, which is a leading distributor of organically grown produce and non-produce perishable items within the United States;
|
◦
|
Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items in Northern California;
|
◦
|
Haddon, a distributor and merchandiser of natural and organic specialty and gourmet ethnic products throughout the Eastern United States; and
|
◦
|
Select Nutrition, which distributes vitamins, minerals and supplements;
|
•
|
our retail division, consisting of Earth Origins, which operates our
thirteen
natural products retail stores within the United States; and
|
•
|
our manufacturing and branded products divisions, consisting of:
|
◦
|
Woodstock Farms Manufacturing, which specializes in importing, roasting, packaging and the distribution of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections; and
|
◦
|
our Blue Marble Brands branded product lines.
|
•
|
expand our marketing and customer service programs across regions;
|
•
|
expand our national purchasing opportunities;
|
•
|
offer a broader product selection than our competitors;
|
•
|
offer operational excellence with high service levels and a higher percentage of on-time deliveries than our competitors;
|
•
|
centralize general and administrative functions to reduce expenses;
|
•
|
consolidate systems applications among physical locations and regions;
|
•
|
increase our investment in people, facilities, equipment and technology;
|
•
|
integrate administrative and accounting functions; and
|
•
|
reduce the geographic overlap between regions.
|
|
|
Fiscal year ended
|
|
|||||||
|
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
84.9
|
%
|
|
84.6
|
%
|
|
83.4
|
%
|
|
Gross profit
|
|
15.1
|
%
|
|
15.4
|
%
|
|
16.6
|
%
|
|
Operating expenses
|
|
12.4
|
%
|
|
12.4
|
%
|
|
13.5
|
%
|
|
Restructuring and asset impairment expenses
|
|
0.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Total operating expenses
|
|
12.5
|
%
|
|
12.4
|
%
|
|
13.5
|
%
|
|
Operating income
|
|
2.6
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
|
Interest income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Other, net
|
|
—
|
%
|
|
—
|
%
|
|
(0.1
|
)%
|
|
Total other expense, net
|
|
0.2
|
%
|
|
0.1
|
%
|
*
|
—
|
%
|
|
Income before income taxes
|
|
2.5
|
%
|
*
|
2.8
|
%
|
*
|
3.1
|
%
|
|
Provision for income taxes
|
|
1.0
|
%
|
|
1.1
|
%
|
|
1.2
|
%
|
|
Net income
|
|
1.5
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
*
|
Customer Type
|
|
2016
Net Sales |
|
% of Total
Net Sales |
|
2015
Net Sales |
|
% of Total
Net Sales |
|
||||||
Independently owned natural products retailers
|
|
$
|
2,326
|
|
|
27
|
%
|
|
$
|
2,175
|
|
|
27
|
%
|
|
Supernatural chains
|
|
2,951
|
|
|
35
|
%
|
|
2,812
|
|
|
34
|
%
|
|
||
Conventional supermarkets
|
|
2,259
|
|
|
27
|
%
|
|
2,399
|
|
|
29
|
%
|
|
||
Other
|
|
934
|
|
|
11
|
%
|
|
799
|
|
|
10
|
%
|
|
||
Total
|
|
$
|
8,470
|
|
|
100
|
%
|
|
$
|
8,185
|
|
|
100
|
%
|
|
Customer Type
|
|
2015
Net Sales |
|
% of Total
Net Sales |
|
2014
Net Sales |
|
% of Total
Net Sales |
|
||||||
Independently owned natural products retailers
|
|
$
|
2,175
|
|
|
27
|
%
|
|
$
|
2,020
|
|
|
30
|
%
|
|
Supernatural chains
|
|
2,812
|
|
|
34
|
%
|
|
2,422
|
|
|
36
|
%
|
|
||
Conventional supermarkets
|
|
2,399
|
|
|
29
|
%
|
|
1,813
|
|
|
27
|
%
|
|
||
Other
|
|
799
|
|
|
10
|
%
|
|
539
|
|
|
7
|
%
|
*
|
||
Total
|
|
$
|
8,185
|
|
|
100
|
%
|
|
$
|
6,794
|
|
|
100
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1–3
Years
|
|
3–5
Years
|
|
Thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Inventory purchase commitments
|
$
|
18,876
|
|
|
$
|
18,876
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diesel fuel purchase commitments
|
2,603
|
|
|
2,603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Notes payable (1)
|
426,519
|
|
|
—
|
|
|
—
|
|
|
426,519
|
|
|
—
|
|
|||||
Long-term debt (2)
|
175,145
|
|
|
11,854
|
|
|
24,618
|
|
|
105,874
|
|
|
32,799
|
|
|||||
Deferred compensation
|
9,024
|
|
|
1,248
|
|
|
2,214
|
|
|
1,725
|
|
|
3,837
|
|
|||||
Company owned life insurance premiums
|
8,775
|
|
|
2,925
|
|
|
5,850
|
|
|
—
|
|
|
—
|
|
|||||
Long-term non-capitalized leases
|
264,632
|
|
|
56,269
|
|
|
95,813
|
|
|
57,186
|
|
|
55,364
|
|
|||||
Total
|
$
|
905,574
|
|
|
$
|
93,775
|
|
|
$
|
128,495
|
|
|
$
|
591,304
|
|
|
$
|
92,000
|
|
United Natural Foods, Inc. and Subsidiaries:
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
July 30,
2016 |
|
August 1,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
18,593
|
|
|
$
|
17,380
|
|
Accounts receivable, net of allowance of
$9,638
and $7,489, respectively
|
489,708
|
|
|
474,494
|
|
||
Inventories
|
1,021,663
|
|
|
975,194
|
|
||
Deferred income taxes
|
35,228
|
|
|
32,333
|
|
||
Prepaid expenses and other current assets
|
45,998
|
|
|
46,976
|
|
||
Total current assets
|
1,611,190
|
|
|
1,546,377
|
|
||
Property and equipment, net
|
616,605
|
|
|
572,452
|
|
||
Goodwill
|
366,168
|
|
|
266,640
|
|
||
Intangible assets, net of accumulated amortization of $34,315 and $25,717, respectively
|
222,314
|
|
|
125,830
|
|
||
Other assets
|
35,878
|
|
|
29,695
|
|
||
Total assets
|
$
|
2,852,155
|
|
|
$
|
2,540,994
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
445,430
|
|
|
$
|
390,134
|
|
Accrued expenses and other current liabilities
|
162,438
|
|
|
126,193
|
|
||
Current portion of long-term debt
|
11,854
|
|
|
11,613
|
|
||
Total current liabilities
|
619,722
|
|
|
527,940
|
|
||
Notes payable
|
426,519
|
|
|
362,993
|
|
||
Deferred income taxes
|
95,220
|
|
|
65,644
|
|
||
Other long-term liabilities
|
29,451
|
|
|
30,380
|
|
||
Long-term debt, excluding current portion
|
161,739
|
|
|
172,949
|
|
||
Total liabilities
|
1,332,651
|
|
|
1,159,906
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, authorized 100,000 shares; 50,383 issued and outstanding shares at July 30, 2016; 50,096 issued and outstanding shares at August 1, 2015
|
504
|
|
|
501
|
|
||
Additional paid-in capital
|
436,167
|
|
|
420,584
|
|
||
Accumulated other comprehensive loss
|
(22,379
|
)
|
|
(19,443
|
)
|
||
Retained earnings
|
1,105,212
|
|
|
979,446
|
|
||
Total stockholders' equity
|
1,519,504
|
|
|
1,381,088
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,852,155
|
|
|
$
|
2,540,994
|
|
|
Fiscal year ended
|
||||||||||
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
||||||
Net sales
|
$
|
8,470,286
|
|
|
$
|
8,184,978
|
|
|
$
|
6,794,447
|
|
Cost of sales
|
7,190,935
|
|
|
6,924,463
|
|
|
5,666,802
|
|
|||
Gross profit
|
1,279,351
|
|
|
1,260,515
|
|
|
1,127,645
|
|
|||
Operating expenses
|
1,049,690
|
|
|
1,017,755
|
|
|
916,857
|
|
|||
Restructuring and asset impairment expenses
|
5,552
|
|
|
803
|
|
|
—
|
|
|||
Total operating expenses
|
1,055,242
|
|
|
1,018,558
|
|
|
916,857
|
|
|||
Operating income
|
224,109
|
|
|
241,957
|
|
|
210,788
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
16,259
|
|
|
14,498
|
|
|
7,753
|
|
|||
Interest income
|
(1,115
|
)
|
|
(356
|
)
|
|
(508
|
)
|
|||
Other, net
|
743
|
|
|
(1,954
|
)
|
|
(3,865
|
)
|
|||
Total other expense, net
|
15,887
|
|
|
12,188
|
|
|
3,380
|
|
|||
Income before income taxes
|
208,222
|
|
|
229,769
|
|
|
207,408
|
|
|||
Provision for income taxes
|
82,456
|
|
|
91,035
|
|
|
81,926
|
|
|||
Net income
|
$
|
125,766
|
|
|
$
|
138,734
|
|
|
$
|
125,482
|
|
Basic per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
2.50
|
|
|
$
|
2.77
|
|
|
$
|
2.53
|
|
Weighted average basic shares of common stock
|
50,313
|
|
|
50,021
|
|
|
49,602
|
|
|||
Diluted per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
2.50
|
|
|
$
|
2.76
|
|
|
$
|
2.52
|
|
Weighted average diluted shares of common stock
|
50,399
|
|
|
50,267
|
|
|
49,888
|
|
|
Fiscal year ended
|
||||||||||
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
||||||
Net income
|
$
|
125,766
|
|
|
$
|
138,734
|
|
|
$
|
125,482
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
205
|
|
|
$
|
(13,852
|
)
|
|
$
|
(4,060
|
)
|
Change in fair value of swap agreements, net of tax
|
(3,141
|
)
|
|
(439
|
)
|
|
—
|
|
|||
Total other comprehensive loss
|
$
|
(2,936
|
)
|
|
$
|
(14,291
|
)
|
|
$
|
(4,060
|
)
|
Total comprehensive income
|
$
|
122,830
|
|
|
$
|
124,443
|
|
|
$
|
121,422
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid in
Capital
|
|
Unallocated
Shares of
ESOP
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balances at August 3, 2013
|
49,330
|
|
|
$
|
493
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
380,109
|
|
|
$
|
(39
|
)
|
|
$
|
(1,092
|
)
|
|
$
|
715,230
|
|
|
$
|
1,094,701
|
|
Allocation of shares to ESOP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
25
|
|
|||||||
Issuance of common stock for acquisition
|
112
|
|
|
1
|
|
|
|
|
|
|
7,103
|
|
|
|
|
|
|
|
|
7,104
|
|
||||||||||||
Stock option exercises and restricted stock vestings, net
|
329
|
|
|
4
|
|
|
|
|
|
|
|
|
(1,546
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,542
|
)
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
14,608
|
|
|
|
|
|
|
|
|
14,608
|
|
||||||||||||||
Tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
2,601
|
|
|
|
|
|
|
|
|
|
|
|
2,601
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,060
|
)
|
|
|
|
|
(4,060
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,482
|
|
|
125,482
|
|
|||||||
Balances at August 2, 2014
|
49,771
|
|
|
$
|
498
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
402,875
|
|
|
$
|
(14
|
)
|
|
$
|
(5,152
|
)
|
|
$
|
840,712
|
|
|
$
|
1,238,919
|
|
Allocation of shares to ESOP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
14
|
|
|||||||
Stock option exercises and restricted stock vestings, net
|
325
|
|
|
3
|
|
|
|
|
|
|
|
|
982
|
|
|
|
|
|
|
|
|
|
|
|
985
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
13,981
|
|
|
|
|
|
|
|
|
|
|
|
13,981
|
|
|||||||
Tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
2,746
|
|
|
|
|
|
|
|
|
|
|
|
2,746
|
|
|||||||
Fair value of swap agreements, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(439
|
)
|
|
|
|
|
(439
|
)
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,852
|
)
|
|
|
|
|
(13,852
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,734
|
|
|
138,734
|
|
|||||||
Balances at August 1, 2015
|
50,096
|
|
|
$
|
501
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
420,584
|
|
|
$
|
—
|
|
|
$
|
(19,443
|
)
|
|
$
|
979,446
|
|
|
$
|
1,381,088
|
|
Stock option exercises and restricted stock vestings, net
|
287
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
291
|
|
|
|
|
|
|
|
|
|
|
|
294
|
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
15,308
|
|
|
|
|
|
|
|
|
|
|
|
15,308
|
|
|||||||
Share-based compensation / restructuring costs
|
|
|
|
|
|
|
|
|
67
|
|
|
|
|
|
|
|
|
67
|
|
||||||||||||||
Tax deficit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
(83
|
)
|
|
|
|
|
|
|
|
|
|
|
(83
|
)
|
|||||||
Fair value of swap agreements, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,141
|
)
|
|
|
|
|
(3,141
|
)
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205
|
|
|
|
|
|
205
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,766
|
|
|
125,766
|
|
|||||||
Balances at July 30, 2016
|
50,383
|
|
|
$
|
504
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
436,167
|
|
|
$
|
—
|
|
|
$
|
(22,379
|
)
|
|
$
|
1,105,212
|
|
|
$
|
1,519,504
|
|
|
Fiscal year ended
|
||||||||||
(In thousands)
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
125,766
|
|
|
$
|
138,734
|
|
|
$
|
125,482
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
71,006
|
|
|
63,800
|
|
|
48,758
|
|
|||
Deferred income tax expense
|
12,480
|
|
|
15,339
|
|
|
881
|
|
|||
Share-based compensation
|
15,308
|
|
|
13,981
|
|
|
14,608
|
|
|||
Excess tax deficit (benefit) from share-based payment arrangements
|
83
|
|
|
(2,746
|
)
|
|
(2,601
|
)
|
|||
Loss (gain) on disposals of property and equipment
|
458
|
|
|
(499
|
)
|
|
647
|
|
|||
Restructuring and asset impairment
|
758
|
|
|
803
|
|
|
—
|
|
|||
Gain associated with acquisition of land
|
—
|
|
|
(2,824
|
)
|
|
(4,840
|
)
|
|||
Provision for doubtful accounts
|
6,426
|
|
|
5,059
|
|
|
3,152
|
|
|||
Non-cash interest (income) expense
|
(106
|
)
|
|
389
|
|
|
2,012
|
|
|||
Changes in assets and liabilities, net of acquired companies:
|
|
|
|
|
|
||||||
Accounts receivable
|
29,417
|
|
|
(42,257
|
)
|
|
(71,247
|
)
|
|||
Inventories
|
2,113
|
|
|
(153,701
|
)
|
|
(97,819
|
)
|
|||
Prepaid expenses and other assets
|
5,381
|
|
|
4,541
|
|
|
2,024
|
|
|||
Accounts payable
|
14,379
|
|
|
16,001
|
|
|
28,734
|
|
|||
Accrued expenses and other liabilities
|
13,140
|
|
|
(7,756
|
)
|
|
12,627
|
|
|||
Net cash provided by operating activities
|
296,609
|
|
|
48,864
|
|
|
62,418
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(41,375
|
)
|
|
(129,134
|
)
|
|
(147,303
|
)
|
|||
Purchases of acquired businesses, net of cash acquired
|
(306,724
|
)
|
|
(8,036
|
)
|
|
(211,574
|
)
|
|||
Long-term investment
|
—
|
|
|
(3,000
|
)
|
|
—
|
|
|||
Payment of company owned life insurance premiums
|
(2,925
|
)
|
|
(2,925
|
)
|
|
—
|
|
|||
Proceeds from disposals of property and equipment
|
109
|
|
|
1,026
|
|
|
6,084
|
|
|||
Net cash used in investing activities
|
(350,915
|
)
|
|
(142,069
|
)
|
|
(352,793
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit line
|
709,972
|
|
|
728,316
|
|
|
853,884
|
|
|||
Repayments of borrowings under revolving credit line
|
(646,481
|
)
|
|
(779,461
|
)
|
|
(568,338
|
)
|
|||
Proceeds from borrowings of long-term debt
|
—
|
|
|
150,000
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(11,255
|
)
|
|
(11,197
|
)
|
|
(1,226
|
)
|
|||
Increase in bank overdraft
|
6,063
|
|
|
5,003
|
|
|
11,501
|
|
|||
Proceeds from exercise of stock options
|
2,011
|
|
|
3,415
|
|
|
2,215
|
|
|||
Payment of employee restricted stock tax withholdings
|
(1,717
|
)
|
|
(2,430
|
)
|
|
(3,757
|
)
|
|||
Excess tax (deficit) benefit from share-based payment arrangements
|
(83
|
)
|
|
2,746
|
|
|
2,601
|
|
|||
Capitalized debt issuance costs
|
(2,164
|
)
|
|
(1,965
|
)
|
|
(1,523
|
)
|
|||
Net cash provided by financing activities
|
56,346
|
|
|
94,427
|
|
|
295,357
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(827
|
)
|
|
42
|
|
|
23
|
|
|||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
1,213
|
|
|
1,264
|
|
|
5,005
|
|
|||
Cash and cash equivalents at beginning of period
|
17,380
|
|
|
16,116
|
|
|
11,111
|
|
|||
Cash and cash equivalents at end of period
|
$
|
18,593
|
|
|
$
|
17,380
|
|
|
$
|
16,116
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Non-cash financing activity
|
$
|
—
|
|
|
$
|
14,088
|
|
|
$
|
—
|
|
Non-cash investing activity
|
$
|
—
|
|
|
$
|
14,088
|
|
|
$
|
7,104
|
|
Cash paid for interest
|
$
|
16,696
|
|
|
$
|
14,632
|
|
|
$
|
6,599
|
|
Cash paid for federal and state income taxes, net of refunds
|
$
|
67,028
|
|
|
$
|
72,357
|
|
|
$
|
77,091
|
|
1.
|
SIGNIFICANT ACCOUNTING POLICIES
|
(a)
|
Nature of Business
|
(b)
|
Basis of Presentation
|
(c)
|
Cash Equivalents
|
(d)
|
Inventories and Cost of Sales
|
(e)
|
Property and Equipment
|
|
Original
Estimated
Useful Lives
(Years)
|
|
2016
|
|
2015
|
||||
|
(In thousands, except years)
|
||||||||
Land
|
|
|
$
|
52,641
|
|
|
$
|
43,033
|
|
Buildings and improvements
|
20-40
|
|
403,822
|
|
|
302,066
|
|
||
Leasehold improvements
|
5-20
|
|
136,758
|
|
|
133,120
|
|
||
Warehouse equipment
|
3-30
|
|
163,494
|
|
|
155,477
|
|
||
Office equipment
|
3-10
|
|
55,915
|
|
|
57,519
|
|
||
Computer software
|
3-7
|
|
146,766
|
|
|
130,652
|
|
||
Motor vehicles
|
3-7
|
|
4,597
|
|
|
4,357
|
|
||
Construction in progress
|
|
|
15,018
|
|
|
63,557
|
|
||
|
|
|
979,011
|
|
|
889,781
|
|
||
Less accumulated depreciation and amortization
|
|
|
362,406
|
|
|
317,329
|
|
||
Net property and equipment
|
|
|
$
|
616,605
|
|
|
$
|
572,452
|
|
(f)
|
Income Taxes
|
(g)
|
Long-Lived Assets
|
(h)
|
Goodwill and Intangible Assets
|
Customer relationships
|
|
7-20 years
|
Non-competition agreements
|
|
1-10 years
|
Trademarks and tradenames
|
|
4-10 years
|
|
Wholesale
|
|
Other
|
|
Total
|
||||||
Goodwill as of August 2, 2014
|
$
|
256,817
|
|
|
$
|
17,731
|
|
|
$
|
274,548
|
|
Goodwill adjustment for prior year business combinations
|
(3,487
|
)
|
|
—
|
|
|
(3,487
|
)
|
|||
Change in foreign exchange rates
|
(4,421
|
)
|
|
—
|
|
|
(4,421
|
)
|
|||
Goodwill as of August 2, 2015
|
$
|
248,909
|
|
|
$
|
17,731
|
|
|
$
|
266,640
|
|
Goodwill from current year business combinations
|
99,142
|
|
|
294
|
|
|
99,436
|
|
|||
Change in foreign exchange rates
|
92
|
|
|
—
|
|
|
92
|
|
|||
Goodwill as of July 30, 2016
|
$
|
348,143
|
|
|
$
|
18,025
|
|
|
$
|
366,168
|
|
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
196,313
|
|
|
$
|
33,447
|
|
|
$
|
162,866
|
|
|
$
|
96,192
|
|
|
$
|
25,364
|
|
|
$
|
70,828
|
|
Non-compete agreements
|
2,900
|
|
|
753
|
|
|
2,147
|
|
|
1,700
|
|
|
353
|
|
|
1,347
|
|
||||||
Trademarks and tradenames
|
1,700
|
|
|
115
|
|
|
1,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total amortizing intangible assets
|
200,913
|
|
|
34,315
|
|
|
166,598
|
|
|
97,892
|
|
|
25,717
|
|
|
72,175
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
55,716
|
|
|
—
|
|
|
55,716
|
|
|
53,655
|
|
|
—
|
|
|
53,655
|
|
||||||
Total
|
$
|
256,629
|
|
|
$
|
34,315
|
|
|
$
|
222,314
|
|
|
$
|
151,547
|
|
|
$
|
25,717
|
|
|
$
|
125,830
|
|
Fiscal Year:
|
(In thousands)
|
||
2017
|
$
|
15,099
|
|
2018
|
14,720
|
|
|
2019
|
14,704
|
|
|
2020
|
14,047
|
|
|
2021
|
13,130
|
|
|
2022 and thereafter
|
94,898
|
|
|
|
$
|
166,598
|
|
(i)
|
Revenue Recognition and Concentration of Credit Risk
|
(j)
|
Fair Value of Financial Instruments
|
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
18,593
|
|
|
$
|
18,593
|
|
|
$
|
17,380
|
|
|
$
|
17,380
|
|
Accounts receivable
|
489,708
|
|
|
489,708
|
|
|
474,494
|
|
|
474,494
|
|
||||
Notes receivable
|
3,709
|
|
|
3,709
|
|
|
7,361
|
|
|
7,361
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
445,430
|
|
|
445,430
|
|
|
390,134
|
|
|
390,134
|
|
||||
Notes payable
|
426,519
|
|
|
426,519
|
|
|
362,993
|
|
|
362,993
|
|
||||
Long-term debt, including current portion
|
173,593
|
|
|
182,790
|
|
|
184,562
|
|
|
192,679
|
|
(k)
|
Use of Estimates
|
(l)
|
Notes Receivable, Trade
|
(m)
|
Share-Based Compensation
|
(n)
|
Earnings Per Share
|
|
Fiscal year ended
|
|||||||
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
|||
|
(In thousands)
|
|||||||
Basic weighted average shares outstanding
|
50,313
|
|
|
50,021
|
|
|
49,602
|
|
Net effect of dilutive common stock equivalents based upon the treasury stock method
|
86
|
|
|
246
|
|
|
286
|
|
Diluted weighted average shares outstanding
|
50,399
|
|
|
50,267
|
|
|
49,888
|
|
Potential anti-dilutive share-based payment awards excluded from the computation above
|
84
|
|
|
7
|
|
|
6
|
|
(o)
|
Comprehensive Income (Loss)
|
(p)
|
Derivative Financial Instruments
|
(q)
|
Shipping and Handling Fees and Costs
|
(r)
|
Reserves for Self-Insurance
|
(s)
|
Operating Lease Expenses
|
(t)
|
Recently Issued Accounting Pronouncements
|
(u)
|
Correction of Prior Period Errors
|
2.
|
ACQUISITIONS
|
(in thousands)
|
Preliminary as of April 30, 2016
|
|
Adjustments in Current Fiscal Year
|
|
Preliminary as of July 30, 2016
|
||||||
Accounts receivable
|
$
|
8,483
|
|
|
$
|
—
|
|
|
$
|
8,483
|
|
Inventories
|
1,902
|
|
|
—
|
|
|
1,902
|
|
|||
Property and equipment
|
10,743
|
|
|
(714
|
)
|
|
10,029
|
|
|||
Other assets
|
1,097
|
|
|
(972
|
)
|
|
125
|
|
|||
Customer relationships
|
30,000
|
|
|
300
|
|
|
30,300
|
|
|||
Tradename
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|||
Non-compete
|
500
|
|
|
—
|
|
|
500
|
|
|||
Goodwill
|
39,458
|
|
|
884
|
|
|
40,342
|
|
|||
Total assets
|
$
|
93,183
|
|
|
$
|
(502
|
)
|
|
$
|
92,681
|
|
Liabilities
|
24,603
|
|
|
(502
|
)
|
|
24,101
|
|
|||
Total purchase price
|
$
|
68,580
|
|
|
$
|
—
|
|
|
$
|
68,580
|
|
(in thousands)
|
Preliminary as of July 30, 2016
|
||
Accounts receivable
|
$
|
40,434
|
|
Other receivable
|
3,621
|
|
|
Inventories
|
46,138
|
|
|
Prepaid expenses and other current assets
|
1,645
|
|
|
Property and equipment
|
54,501
|
|
|
Other assets
|
280
|
|
|
Customer relationships
|
62,700
|
|
|
Tradename
|
700
|
|
|
Non-compete
|
700
|
|
|
Other intangible assets
|
2,000
|
|
|
Goodwill
|
45,851
|
|
|
Total assets
|
$
|
258,570
|
|
Liabilities
|
39,510
|
|
|
Total purchase price
|
$
|
219,060
|
|
(in thousands)
|
|
Final Opening Balance Sheet
|
||
Accounts receivable
|
|
$
|
40,577
|
|
Inventory
|
|
31,807
|
|
|
Property and equipment
|
|
41,983
|
|
|
Other assets
|
|
5,815
|
|
|
Customer relationships
|
|
54,800
|
|
|
Tradename and other intangible assets
|
|
26,900
|
|
|
Goodwill
|
|
61,487
|
|
|
Total assets
|
|
$
|
263,369
|
|
Liabilities
|
|
60,698
|
|
|
Total purchase price
|
|
$
|
202,671
|
|
3.
|
EQUITY PLANS
|
|
Fiscal year ended
|
|||||||
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
|||
Expected volatility
|
27.5
|
%
|
|
26.2
|
%
|
|
28.5
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk free interest rate
|
1.3
|
%
|
|
1.4
|
%
|
|
1.2
|
%
|
Expected term (in years)
|
4.0
|
|
|
4.0
|
|
|
3.0
|
|
|
Number
of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at beginning of year
|
444,516
|
|
|
$
|
46.97
|
|
|
|
|
|
|
|
Granted
|
33,030
|
|
|
$
|
51.52
|
|
|
|
|
|
|
|
Exercised
|
(84,110
|
)
|
|
$
|
30.51
|
|
|
|
|
|
|
|
Forfeited
|
(27,005
|
)
|
|
$
|
64.43
|
|
|
|
|
|
|
|
Cancelled
|
(22,802
|
)
|
|
$
|
61.01
|
|
|
|
|
|
|
|
Outstanding at end of year
|
343,629
|
|
|
$
|
49.13
|
|
|
5.8 years
|
|
$
|
2,586,141
|
|
Exercisable at end of year
|
223,711
|
|
|
$
|
42.99
|
|
|
4.7 years
|
|
$
|
2,586,141
|
|
|
Number
of Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
Outstanding at August 1, 2015
|
621,232
|
|
|
$
|
61.60
|
|
Granted
|
571,638
|
|
|
$
|
50.44
|
|
Vested
|
(256,210
|
)
|
|
$
|
56.72
|
|
Forfeited
|
(202,863
|
)
|
|
$
|
58.19
|
|
Outstanding at July 30, 2016
|
733,797
|
|
|
$
|
55.55
|
|
4.
|
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE
|
|
|
Fiscal year ended
|
||||||||||
|
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
||||||
|
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
|
$
|
8,493
|
|
|
$
|
8,294
|
|
|
$
|
10,026
|
|
Additions charged to costs and expenses
|
|
6,426
|
|
|
5,059
|
|
|
3,152
|
|
|||
Deductions
|
|
(3,689
|
)
|
|
(4,590
|
)
|
|
(5,743
|
)
|
|||
Charged to Other Accounts (1)
|
|
—
|
|
|
(270
|
)
|
|
859
|
|
|||
Balance at end of year
|
|
$
|
11,230
|
|
|
$
|
8,493
|
|
|
$
|
8,294
|
|
5.
|
RESTRUCTURING ACTIVITIES
|
|
Restructuring Costs
|
|
Cash Payments
|
|
Restructuring Cost Liability as of July 30, 2016
|
||||||
Cost saving measures:
|
|
|
|
|
|
||||||
Severance
|
$
|
3,443
|
|
|
$
|
(3,087
|
)
|
|
$
|
356
|
|
Early lease termination and facility closing costs
|
368
|
|
|
(368
|
)
|
|
—
|
|
|||
Operational transfer costs
|
570
|
|
|
(570
|
)
|
|
—
|
|
|||
Earth Origins:
|
|
|
|
|
|
||||||
Severance
|
41
|
|
|
—
|
|
|
41
|
|
|||
Store closing costs
|
443
|
|
|
—
|
|
|
443
|
|
|||
Total
|
$
|
4,865
|
|
|
$
|
(4,025
|
)
|
|
$
|
840
|
|
|
Impairment Costs
|
||
Canadian facility closure
|
$
|
413
|
|
Earth Origins store
|
274
|
|
|
Total
|
$
|
687
|
|
6.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
|
July 30,
2016 |
|
August 1,
2015 |
||||
Accrued salaries and employee benefits
|
$
|
58,832
|
|
|
$
|
45,778
|
|
Workers' compensation and automobile liabilities
|
23,448
|
|
|
18,782
|
|
||
Customer incentives
|
16,410
|
|
|
15,011
|
|
||
Accrued freight
|
12,046
|
|
|
9,242
|
|
||
Interest rate swap liability
|
5,917
|
|
|
726
|
|
||
Other
|
45,785
|
|
|
36,654
|
|
||
Total accrued expenses and other current liabilities
|
$
|
162,438
|
|
|
$
|
126,193
|
|
7.
|
NOTES PAYABLE
|
|
July 30,
2016 |
|
August 1,
2015 |
||||
|
(In thousands)
|
||||||
Financing obligation, due monthly, and maturing in October 2028 at an effective interest rate of 7.32%
|
$
|
31,502
|
|
|
$
|
32,510
|
|
Capital lease, Providence, Rhode Island corporate headquarters, due monthly, and maturing in April 2025 at an effective interest rate of 12.38%
|
13,643
|
|
|
13,883
|
|
||
Real-estate backed Term Loan Agreement, due quarterly (1)
|
128,448
|
|
|
138,169
|
|
||
|
$
|
173,593
|
|
|
$
|
184,562
|
|
Less: current installments
|
11,854
|
|
|
11,613
|
|
||
Long-term debt, excluding current installments
|
$
|
161,739
|
|
|
$
|
172,949
|
|
Year
|
|
(In thousands)
|
||
2017
|
|
$
|
11,854
|
|
2018
|
|
12,103
|
|
|
2019
|
|
12,515
|
|
|
2020
|
|
12,693
|
|
|
2021
|
|
93,181
|
|
|
2022 and thereafter
|
|
32,799
|
|
|
|
|
$
|
175,145
|
|
9.
|
FAIR VALUE MEASUREMENTS
|
•
|
Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 Inputs—Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.
|
•
|
Level 3 Inputs—One or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation.
|
|
|
Fair Value at July 30, 2016
|
|
Fair Value at August 1, 2015
|
||||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
—
|
|
|
$
|
(5,917
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(726
|
)
|
|
—
|
|
|
|
July 30, 2016
|
|
August 1, 2015
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Long term debt, including current portion
|
|
$
|
173,593
|
|
|
$
|
182,790
|
|
|
$
|
184,562
|
|
|
$
|
192,679
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
Fiscal Year
|
|
(In thousands)
|
||
2017
|
|
$
|
56,269
|
|
2018
|
|
51,181
|
|
|
2019
|
|
44,632
|
|
|
2020
|
|
34,452
|
|
|
2021
|
|
22,734
|
|
|
2022 and thereafter
|
|
55,364
|
|
|
|
|
$
|
264,632
|
|
11.
|
RETIREMENT PLANS
|
Fiscal Year
|
|
(In thousands)
|
||
2017
|
|
$
|
1,248
|
|
2018
|
|
1,067
|
|
|
2019
|
|
1,147
|
|
|
2020
|
|
940
|
|
|
2021
|
|
785
|
|
|
2022 and thereafter
|
|
3,837
|
|
|
|
|
$
|
9,024
|
|
12.
|
EMPLOYEE STOCK OWNERSHIP PLAN
|
|
July 30,
2016 |
|
August 1,
2015 |
||
|
(In thousands)
|
||||
Total ESOP shares—beginning of year
|
1,057
|
|
|
1,595
|
|
Shares distributed to employees
|
(1,057
|
)
|
|
(538
|
)
|
Total ESOP shares—end of year
|
—
|
|
|
1,057
|
|
Allocated shares
|
|
|
|
1,057
|
|
Unreleased shares
|
—
|
|
|
—
|
|
Total ESOP shares
|
—
|
|
|
1,057
|
|
13.
|
INCOME TAXES
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fiscal year ended July 30, 2016
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
57,157
|
|
|
$
|
11,383
|
|
|
$
|
68,540
|
|
State & Local
|
12,718
|
|
|
1,310
|
|
|
$
|
14,028
|
|
||
Foreign
|
101
|
|
|
(213
|
)
|
|
$
|
(112
|
)
|
||
|
$
|
69,976
|
|
|
$
|
12,480
|
|
|
$
|
82,456
|
|
Fiscal year ended August 1, 2015
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
60,848
|
|
|
$
|
13,209
|
|
|
$
|
74,057
|
|
State & Local
|
14,119
|
|
|
2,098
|
|
|
16,217
|
|
|||
Foreign
|
729
|
|
|
32
|
|
|
761
|
|
|||
|
$
|
75,696
|
|
|
$
|
15,339
|
|
|
$
|
91,035
|
|
Fiscal year ended August 2, 2014
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
66,953
|
|
|
$
|
(894
|
)
|
|
$
|
66,059
|
|
State & Local
|
12,660
|
|
|
1,452
|
|
|
14,112
|
|
|||
Foreign
|
1,432
|
|
|
323
|
|
|
1,755
|
|
|||
|
$
|
81,045
|
|
|
$
|
881
|
|
|
$
|
81,926
|
|
|
Fiscal year ended
|
||||||||||
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
||||||
|
(In thousands)
|
||||||||||
Computed "expected" tax expense
|
$
|
72,878
|
|
|
$
|
80,419
|
|
|
$
|
72,593
|
|
State and local income tax, net of Federal income tax benefit
|
9,412
|
|
|
10,547
|
|
|
9,135
|
|
|||
Non-deductible expenses
|
1,549
|
|
|
1,551
|
|
|
1,333
|
|
|||
Tax effect of share-based compensation
|
86
|
|
|
165
|
|
|
160
|
|
|||
General business credits
|
(135
|
)
|
|
(365
|
)
|
|
(114
|
)
|
|||
Other, net
|
(1,334
|
)
|
|
(1,282
|
)
|
|
(1,181
|
)
|
|||
Total income tax expense
|
$
|
82,456
|
|
|
$
|
91,035
|
|
|
$
|
81,926
|
|
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
||||||
|
(In thousands)
|
||||||||||
Income tax expense
|
$
|
82,456
|
|
|
$
|
91,035
|
|
|
$
|
81,926
|
|
Stockholders' equity, difference between compensation expense for tax purposes and amounts recognized for financial statement purposes
|
83
|
|
|
(2,746
|
)
|
|
(2,601
|
)
|
|||
Other comprehensive income
|
(2,050
|
)
|
|
(293
|
)
|
|
—
|
|
|||
|
$
|
80,489
|
|
|
$
|
87,996
|
|
|
$
|
79,325
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventories, principally due to additional costs inventoried for tax purposes
|
$
|
10,682
|
|
|
$
|
9,034
|
|
Compensation and benefits related
|
25,453
|
|
|
23,651
|
|
||
Accounts receivable, principally due to allowances for uncollectible accounts
|
4,734
|
|
|
3,279
|
|
||
Accrued expenses
|
7,519
|
|
|
9,077
|
|
||
Net operating loss carryforwards
|
1,059
|
|
|
1,177
|
|
||
Interest rate swap agreements
|
2,343
|
|
|
293
|
|
||
Other deferred tax assets
|
29
|
|
|
20
|
|
||
Total gross deferred tax assets
|
51,819
|
|
|
46,531
|
|
||
Less valuation allowance
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
$
|
51,819
|
|
|
$
|
46,531
|
|
Deferred tax liabilities:
|
|
|
|
||||
Plant and equipment, principally due to differences in depreciation
|
$
|
62,030
|
|
|
$
|
47,872
|
|
Intangible assets
|
48,996
|
|
|
31,955
|
|
||
Other
|
785
|
|
|
15
|
|
||
Total deferred tax liabilities
|
111,811
|
|
|
79,842
|
|
||
Net deferred tax liabilities
|
$
|
(59,992
|
)
|
|
$
|
(33,311
|
)
|
Current deferred income tax assets
|
$
|
35,228
|
|
|
$
|
32,333
|
|
Non-current deferred income tax liabilities
|
(95,220
|
)
|
|
(65,644
|
)
|
||
|
$
|
(59,992
|
)
|
|
$
|
(33,311
|
)
|
14.
|
BUSINESS SEGMENTS
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated
Expenses
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||||||
Fiscal year ended July 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
8,395,821
|
|
|
238,691
|
|
|
(164,226
|
)
|
|
—
|
|
|
$
|
8,470,286
|
|
Restructuring and asset impairment expenses
|
2,811
|
|
|
2,741
|
|
|
—
|
|
|
—
|
|
|
5,552
|
|
|
Operating income (loss)
|
240,068
|
|
|
(15,080
|
)
|
|
(879
|
)
|
|
—
|
|
|
224,109
|
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
16,259
|
|
|
16,259
|
|
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,115
|
)
|
|
(1,115
|
)
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
743
|
|
|
743
|
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
208,222
|
|
|
Depreciation and amortization
|
68,278
|
|
|
2,728
|
|
|
—
|
|
|
—
|
|
|
71,006
|
|
|
Capital expenditures
|
39,464
|
|
|
1,911
|
|
|
—
|
|
|
—
|
|
|
41,375
|
|
|
Goodwill
|
348,143
|
|
|
18,025
|
|
|
—
|
|
|
—
|
|
|
366,168
|
|
|
Total assets
|
2,672,620
|
|
|
201,603
|
|
|
(22,068
|
)
|
|
—
|
|
|
2,852,155
|
|
|
Fiscal year ended August 1, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
8,099,818
|
|
|
225,520
|
|
|
(140,360
|
)
|
|
—
|
|
|
$
|
8,184,978
|
|
Restructuring and asset impairment expenses
|
803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
803
|
|
|
Operating income (loss)
|
259,214
|
|
|
(16,295
|
)
|
|
(962
|
)
|
|
|
|
|
241,957
|
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
14,498
|
|
|
14,498
|
|
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(356
|
)
|
|
(356
|
)
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,954
|
)
|
|
(1,954
|
)
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
229,769
|
|
|
Depreciation and amortization
|
64,452
|
|
|
(652
|
)
|
|
—
|
|
|
—
|
|
|
63,800
|
|
|
Capital expenditures
|
125,217
|
|
|
3,917
|
|
|
—
|
|
|
—
|
|
|
129,134
|
|
|
Goodwill
|
248,909
|
|
|
17,731
|
|
|
—
|
|
|
—
|
|
|
266,640
|
|
|
Total assets
|
2,369,490
|
|
|
189,149
|
|
|
(17,645
|
)
|
|
—
|
|
|
2,540,994
|
|
|
Fiscal year ended August 2, 2014
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
6,709,119
|
|
|
206,618
|
|
|
(121,290
|
)
|
|
—
|
|
|
$
|
6,794,447
|
|
Operating income (loss)
|
236,062
|
|
|
(24,542
|
)
|
|
(732
|
)
|
|
—
|
|
|
210,788
|
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
7,753
|
|
|
7,753
|
|
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
|
(508
|
)
|
|
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,865
|
)
|
|
(3,865
|
)
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
207,408
|
|
|
Depreciation and amortization
|
46,516
|
|
|
2,242
|
|
|
—
|
|
|
—
|
|
|
48,758
|
|
|
Capital expenditures
|
145,875
|
|
|
1,428
|
|
|
—
|
|
|
—
|
|
|
147,303
|
|
|
Goodwill
|
256,817
|
|
|
17,731
|
|
|
—
|
|
|
—
|
|
|
274,548
|
|
|
Total assets
|
2,146,114
|
|
|
156,053
|
|
|
(13,276
|
)
|
|
—
|
|
|
2,288,891
|
|
15.
|
IMMATERIAL CORRECTION TO PRIOR PERIOD FINANCIAL STATEMENTS
|
|
As of and for the fiscal year ended August 1, 2015
|
|
||||||||
|
As Reported
|
|
As Revised
|
|
||||||
Consolidated Balance Sheet
|
|
|
|
|
||||||
Inventories
|
$
|
982,559
|
|
|
$
|
975,194
|
|
|
||
Total current assets
|
1,553,742
|
|
|
1,546,377
|
|
|
||||
Total assets
|
2,550,190
|
|
|
2,540,994
|
|
(1)
|
||||
Accrued expenses and other current liabilities
|
129,113
|
|
|
126,193
|
|
|
||||
Total current liabilities
|
530,860
|
|
|
527,940
|
|
|
||||
Total liabilities
|
1,164,657
|
|
|
1,159,906
|
|
(1)
|
||||
Retained earnings
|
983,891
|
|
|
979,446
|
|
|
||||
Total stockholders’ equity
|
1,385,533
|
|
|
1,381,088
|
|
|
||||
Total liabilities and stockholders’ equity
|
2,550,190
|
|
|
2,540,994
|
|
(1)
|
||||
|
|
|
|
|
||||||
Consolidated Statement of Stockholders' Equity
|
|
|
|
|
||||||
Retained earnings beginning of year
|
$
|
845,157
|
|
|
$
|
840,712
|
|
|
||
Retained earnings end of year
|
983,891
|
|
|
979,446
|
|
|
||||
|
|
|
|
|
||||||
|
As of and for the fiscal year ended August 2, 2014
|
|
||||||||
|
As Reported
|
|
As Revised
|
|
||||||
Consolidated Statement of Stockholders' Equity
|
|
|
|
|
||||||
Retained Earnings beginning of year
|
$
|
719,675
|
|
|
$
|
715,230
|
|
|
||
Retained earnings end of year
|
845,157
|
|
|
840,712
|
|
|
16.
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
||||||||||
|
(In thousands except per share data)
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,076,649
|
|
|
$
|
2,047,712
|
|
|
$
|
2,132,104
|
|
|
$
|
2,213,821
|
|
|
$
|
8,470,286
|
|
|
Gross profit
|
313,937
|
|
|
297,518
|
|
|
322,433
|
|
|
345,463
|
|
|
1,279,351
|
|
|
|||||
Income before income taxes
|
50,135
|
|
|
37,742
|
|
|
62,676
|
|
|
57,669
|
|
|
208,222
|
|
|
|||||
Net income
|
30,131
|
|
|
22,683
|
|
|
38,271
|
|
|
34,681
|
|
|
125,766
|
|
|
|||||
Per common share income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
0.60
|
|
|
$
|
0.45
|
|
|
$
|
0.76
|
|
|
$
|
0.69
|
|
|
$
|
2.50
|
|
|
Diluted:
|
$
|
0.60
|
|
|
$
|
0.45
|
|
|
$
|
0.76
|
|
|
$
|
0.69
|
|
|
$
|
2.50
|
|
|
Weighted average basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,194
|
|
|
50,326
|
|
|
50,350
|
|
|
50,381
|
|
|
50,313
|
|
|
|||||
Weighted average diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,313
|
|
|
50,388
|
|
|
50,379
|
|
|
50,516
|
|
|
50,399
|
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
55.69
|
|
|
$
|
52.07
|
|
|
$
|
43.02
|
|
|
$
|
52.18
|
|
|
$
|
55.69
|
|
|
Low
|
$
|
44.05
|
|
|
$
|
33.85
|
|
|
$
|
29.75
|
|
|
$
|
33.16
|
|
|
$
|
29.75
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
||||||||||
|
(In thousands except per share data)
|
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,992,476
|
|
|
$
|
2,016,546
|
|
|
$
|
2,114,643
|
|
|
$
|
2,061,313
|
|
|
$
|
8,184,978
|
|
|
Gross profit
|
318,996
|
|
|
299,199
|
|
|
325,914
|
|
|
316,406
|
|
|
1,260,515
|
|
|
|||||
Income before income taxes
|
54,615
|
|
|
46,023
|
|
|
69,571
|
|
|
59,560
|
|
|
229,769
|
|
|
|||||
Net income
|
33,042
|
|
|
27,844
|
|
|
41,750
|
|
|
36,098
|
|
|
138,734
|
|
|
|||||
Per common share income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
0.66
|
|
|
$
|
0.56
|
|
|
$
|
0.83
|
|
|
$
|
0.72
|
|
|
$
|
2.77
|
|
|
Diluted:
|
$
|
0.66
|
|
|
$
|
0.55
|
|
|
$
|
0.83
|
|
|
$
|
0.72
|
|
|
$
|
2.76
|
|
|
Weighted average basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
49,889
|
|
|
50,025
|
|
|
50,079
|
|
|
50,091
|
|
|
50,021
|
|
|
|||||
Weighted average diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,113
|
|
|
50,277
|
|
|
50,348
|
|
|
50,330
|
|
|
50,267
|
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
69.51
|
|
|
$
|
80.77
|
|
|
$
|
83.91
|
|
|
$
|
69.26
|
|
|
$
|
83.91
|
|
|
Low
|
$
|
58.48
|
|
|
$
|
67.71
|
|
|
$
|
66.34
|
|
|
$
|
45.26
|
|
|
$
|
45.26
|
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the second column)
|
|
||||
Plans approved by stockholders
|
|
1,077,426
|
|
(1)
|
$
|
49.13
|
|
(1)
|
2,354,570
|
|
(2)
|
Plans not approved by stockholders
|
|
63,148
|
|
(3)
|
—
|
|
(3)
|
—
|
|
|
|
Total
|
|
1,140,574
|
|
|
$
|
49.13
|
|
|
2,354,570
|
|
|
(1)
|
Includes
514,371
restricted stock units under the 2012 Plan,
52,680
performance-based restricted stock units under the 2012 Plan and
133,887
stock options under the 2012 Plan,
166,746
restricted stock units under the 2004 Plan,
80,070
stock options under the 2004 Plan and
129,672
stock options under the 2002 Plan. Restricted stock units and performance stock units do not have an exercise price because their value is dependent upon continued employment over a period of time or the achievement of certain performance goals, and are to be settled for shares of common stock. Accordingly, they have been disregarded for purposes of computing the weighted-average exercise price.
|
(2)
|
All shares were available for issuance under the 2012 Plan. The 2012 Plan authorizes grants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or a combination thereof but includes limits on the number of awards that may be issued in the form of restricted shares or units. The number of shares remaining available for future issuances assumes that, with respect to outstanding performance-based restricted stock units, the vesting criteria will be achieved at the target level.
|
(3)
|
Consists of phantom stock units outstanding under the United Natural Foods Inc. Deferred Compensation Plan. See note 11 "Retirement Plans" to our Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for more information. Phantom stock units do not have an exercise price because the units may be settled only for shares of common stock on a one-for-one basis at a future date as outlined in the plan.
|
(a)
|
Documents filed as a part of this Annual Report on Form 10-K.
|
|
|
UNITED NATURAL FOODS, INC.
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
|
Michael P. Zechmeister
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
Dated: September 28, 2016
|
Name
|
|
Title
|
|
Date
|
/s/ STEVEN L. SPINNER
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
September 28, 2016
|
Steven L. Spinner
|
|
|
|
|
/s/ MICHAEL S. FUNK
|
|
Chair of the Board
|
|
September 28, 2016
|
Michael S. Funk
|
|
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
September 28, 2016
|
Michael P. Zechmeister
|
|
|
|
|
/s/ ERIC F. ARTZ
|
|
Director
|
|
September 28, 2016
|
Eric F. Artz
|
|
|
|
|
/s/ ANN TORRE BATES
|
|
Director
|
|
September 28, 2016
|
Ann Torre Bates
|
|
|
|
|
/s/ DENISE M. CLARK
|
|
Director
|
|
September 28, 2016
|
Denise M. Clark
|
|
|
|
|
/s/ GAIL A. GRAHAM
|
|
Director
|
|
September 28, 2016
|
Gail A. Graham
|
|
|
|
|
/s/ JAMES P. HEFFERNAN
|
|
Director
|
|
September 28, 2016
|
James P. Heffernan
|
|
|
|
|
/s/ PETER ROY
|
|
Director
|
|
September 28, 2016
|
Peter Roy
|
|
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
Asset Purchase Agreement, dated May 10, 2010, by and among UNFI Canada, Inc., a subsidiary of the Registrant, with SunOpta Inc. and its wholly owned subsidiary, Drive Organics Corp. (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on May 11, 2010 (File No. 1-15723)). (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits have been omitted from this filing.)
|
2.2
|
|
Amendment No 1., dated June 4, 2010, to the Asset Purchase Agreement dated May 10, 2010, by and among UNFI Canada, Inc., a subsidiary of the Registrant, with SunOpta Inc. and its wholly owned subsidiary, Drive Organics Corp. (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on June 10, 2010 (File No. 1-15723)).
|
3.1
|
|
Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 1, 2015 (File No. 1-15723)).
|
3.2
|
|
Third Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on September 12, 2016 (File No. 1-15723)).
|
4.1
|
|
Specimen Certificate for shares of Common Stock, $0.01 par value, of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended August 1, 2009 (File No. 1-15723)).
|
10.1**
|
|
Amended and Restated 1996 Stock Option Plan (incorporated by reference to the Registrant's Definitive Proxy Statement for the year ended July 31, 2000 (File No. 1-15723)).
|
10.2**
|
|
Amendment No. 1 to Amended and Restated 1996 Stock Option Plan (incorporated by reference to the Registrant's Definitive Proxy Statement for the year ended July 31, 2000 (File No. 1-15723)).
|
10.3**
|
|
Amendment No. 2 to Amended and Restated 1996 Stock Option Plan (incorporated by reference to the Registrant's Definitive Proxy Statement for the year ended July 31, 2000 (File No. 1-15723)).
|
10.4**
|
|
2002 Stock Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2003 (File No. 1-15723)).
|
10.5**
|
|
United Natural Foods, Inc. Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on December 21, 2010 (File No. 1-15723)).
|
10.6**
|
|
Form of Restricted Stock Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Registration Statement on Form S-8 POS (File No. 333-123462)).
|
10.7**
|
|
Form of Restricted Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.8**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.9**
|
|
Form of Performance Share Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on March 18, 2011 (File No. 1-15723)).
|
10.10**
|
|
Form of Performance Share Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011 (File No. 1-15723)).
|
Exhibit No.
|
|
Description
|
10.11**
|
|
Form of Performance Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011(File No. 1-15723)).
|
10.12**
|
|
Form of Restricted Stock Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.13**
|
|
Form of Restricted Stock Unit Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Director) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.14**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the 2002 Stock Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.15**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Director) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.16**
|
|
Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No. 1-15723)).
|
10.17**
|
|
United Natural Foods, Inc. 2012 Equity Incentive Plan (incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 18, 2012 (File No. 1-15723)) (the “2012 Equity Plan”).
|
10.18**
|
|
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Employee, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 (File No. 1-15723)).
|
10.19**
|
|
Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Director, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 (File No. 1-15723)).
|
10.20**
|
|
Form of Terms and Conditions of Grant of Restricted Share Units to Employee, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723).
|
10.21**
|
|
Form of Terms and Conditions of Grant of Restricted Share Units to Director, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723).
|
10.22**
|
|
Form of Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723).
|
10.23**
|
|
Form of Performance-Based Vesting Restricted Share Award Agreement, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 26, 2013) (File No. 1-15723).
|
Exhibit No.
|
|
Description
|
10.24**
|
|
Terms and Conditions of Grant of Non-Statutory Stock Options to Employee, pursuant to the 2012 Equity Plan, effective September 17, 2015, between Michael P. Zechmeister, Senior Vice President and Chief Financial Officer , and the Registrant (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 30, 2015 (File No. 1-15723)).
|
10.25**
|
|
Terms and Conditions of Grant of Restricted Share Units to Employee, pursuant to the 2012 Equity Plan, effective September 17, 2015, between Michael P. Zechmeister, Senior Vice President and Chief Financial Officer, and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 (File No. 1-15723)).
|
10.26**
|
|
United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrant’s Annual Meeting of Stockholders held on December 16, 2015 (File No. 1-15723)) (the “A&R 2012 Equity Plan”).
|
10.27* **
|
|
Form of Terms and Conditions of Grant of (Pro-Rata Vesting) Restricted Share Units to Employee, pursuant to the A&R 2012 Equity Plan.
|
10.28* **
|
|
Form of Terms and Conditions of Grant of (Cliff Vesting) Restricted Share Units to Employee, pursuant to the A&R 2012 Equity Plan.
|
10.29* **
|
|
Form of Terms and Conditions of Grant of Restricted Share Units to Director, pursuant to the A&R 2012 Equity Plan.
|
10.30**
|
|
Fiscal 2015 Senior Management Cash Incentive Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended August 2, 2014 (File No. 1-15723)).
|
10.31**
|
|
Fiscal 2016 Senior Management Cash Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2015 (File No. 1-15723)).
|
10.32**
|
|
United Natural Foods, Inc. Deferred Compensation Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011 (File No. 1-15723)).
|
10.33**
|
|
United Natural Foods, Inc. Deferred Stock Plan (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 30, 2011(File No. 1-15723)).
|
10.34**
|
|
Offer Letter between Steven L. Spinner, President and CEO, and the Registrant, dated August 27, 2008 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 1, 2008 (File No. 1-15723)).
|
10.35**
|
|
Amendment to Offer Letter between Steven L. Spinner, President and CEO, and the Registrant, dated August 27, 2008 to include application of Incentive Compensation Recoupment Policy of UNFI (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2009 (File No. 1-15723)).
|
10.36**
|
|
Offer Letter, dated August 7, 2015, between Michael P. Zechmeister, Senior Vice President and Chief Financial Officer, and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 (File No. 1-15723)).
|
10.37**
|
|
Severance Agreement between Steven L. Spinner, President and CEO, and the Registrant, effective as of September 16, 2008 (included within Exhibit 10.34, which is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 1, 2008 (File No. 1-15723)).
|
10.38
|
|
Form Indemnification Agreement for Directors and Officers (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 2, 2009 (File No. 1-15723)).
|
10.39
|
|
Form of Modification of Indemnification Agreement (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended August 3, 2013 (File No. 1-15723)).
|
Exhibit No.
|
|
Description
|
10.40
|
|
Revised Form Indemnification Agreement for Directors and Officers (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended August 3, 2013 (File No. 1-15723)).
|
10.41**
|
|
Form of Change in Control Agreement between the Registrant and Joseph J. Traficanti (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.42**
|
|
Form of Change in Control Agreement between the Registrant and each of Eric Dorne, Sean Griffin, Craig Smith, and Christopher Testa (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2010 (File No. 1-15723)).
|
10.43**
|
|
Severance Agreement between the Registrant and each of Eric Dorne, Michael Funk, Sean Griffin, Craig Smith, Christopher Testa, and Joseph J. Traficanti (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on April 7, 2008 (File No. 1-15723)).
|
10.44* **
|
|
Severance Agreement between the Registrant and Michael P. Zechmeister, Senior Vice President and Chief Financial Officer, dated April 20, 2016.
|
10.45* **
|
|
Change in Control Agreement between the Registrant and Michael P. Zechmeister, Senior Vice President and Chief Financial Officer, dated April 20, 2016.
|
10.46
|
|
Real Estate Term Notes between the Registrant and City National Bank, dated April 28, 2000 (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended July 31, 2000 (File No. 1-15723)).
|
10.47+
|
|
Agreement for the Distribution of Products between the Registrant and Whole Foods Market Distribution, Inc., effective September 28, 2015 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 (File No. 1-15723)).
|
10.48+
|
|
Third Amended and Restated Loan and Security Agreement dated April 29, 2016, by and among United Natural Foods, Inc. and United Natural Foods West, Inc. as U.S. Borrowers, UNFI Canada, Inc., as Canadian Borrowers, the Lenders party thereto, Bank of America, N.A. as Administrative Agent for the Lenders, Bank of America, N.A. (acting through its Canada branch), as Canadian Agent for the Lenders and the other parties thereto (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on April 29, 2016 (File No. 1-15723)).
|
10.49+
|
|
Term Loan Agreement dated August 12, 2014, by and among United Natural Foods, Inc. and Albert's Organics, Inc., as Borrowers, the Lenders party thereto, Bank of America, N.A. as Administrative Agent for the Lenders, and the other parties thereto (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on August 20, 2014 (File No. 1-15723)).
|
10.50+
|
|
First Amendment Agreement dated April 29, 2016, by and among United Natural Foods, Inc. and Albert’s Organics, Inc. as Borrowers, the Lenders that are party to the Term Loan Agreement dated August 14, 2014, and Bank of America, N.A., as Administrative Agent, and the other parties thereto (incorporated by reference to the Registrant's Current Report on Form 8-K, filed on April 29, 2016 (File No. 1-15723)).
|
10.51*
|
|
Second Amendment Agreement dated September 1, 2016, by and among United Natural Foods, Inc. and Albert’s Organics, Inc. as Borrowers, the Lenders that are party to the Term Loan Agreement dated August 14, 2014, and Bank of America, N.A., as Administrative Agent, and the other parties thereto.
|
10.52 **
|
|
Form of Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 2, 2014 (File No. 1-15723)).
|
10.53**
|
|
Form of Two-Year Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2015 (File No. 1-15723)).
|
10.54**
|
|
Form of One-Year Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2015 (File No. 1-15723)).
|
10.55* **
|
|
Form of Two-Year Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the A&R 2012 Equity Plan.
|
10.56* **
|
|
Form of One-Year CEO Performance-Based Restricted Share Unit Award Agreement, pursuant to the A&R 2012 Equity Plan.
|
Exhibit No.
|
|
Description
|
10.57* **
|
|
Form of One-Year Performance-Based Vesting Restricted Share Unit Award Agreement, pursuant to the A&R 2012 Equity Plan.
|
10.58
|
|
Lease between ALCO Cityside Federal LLC, and the Registrant, dated October 14, 2008 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2010 (File No. 1-15723)).
|
10.59
|
|
Amendment to Lease between ALCO Cityside Federal LLC, and the Registrant, dated May 12, 2009 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2010 (File No. 1-15723)).
|
10.60
|
|
Second Amendment to Lease between ALCO Cityside Federal LLC and the Registrant, dated May 10, 2011 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015 (File No. 1-15723)).
|
10.61
|
|
Third Amendment to Lease between ALCO Cityside Federal LLC and the Registrant, dated August 7, 2013 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015 (File No. 1-15723)).
|
10.62
|
|
Fourth Amendment to Lease between ALCO Cityside Federal LLC and the Registrant, dated October 20, 2014 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015 (File No. 1-15723)).
|
21*
|
|
Subsidiaries of the Registrant.
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
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 Annual Report on Form 10-K for the fiscal year ended July 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
(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.
|
(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 date 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.
|
(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.
|
United Natural Foods, Inc.
|
Employee
|
||
|
|
|
|
|
|
|
|
By
|
/s/ Joseph J. Traficanti
|
By
|
/s/ Michael Zechmeister
|
Name:
|
Joseph J. Traficanti
|
Name:
|
Michael Zechmeister
|
Title:
|
SVP, General Counsel
|
|
|
United Natural Foods, Inc.
|
|
|
|
By:
|
/s/ Joseph J. Traficanti
|
Name:
|
Joseph J. Traficanti
|
Title:
|
SVP, General Counsel
|
|
|
|
|
/s/ Michael Zechmeister
|
|
Employee
|
|
|
|
|
|
(a)
|
Participant
, solely for purposes of this Agreement, means the employee designated above.
|
(a)
|
Performance Criteria
means the performance targets related to one or more performance goals specified in Section 4 of this Agreement.
|
(b)
|
Performance Period
means the period beginning on
[_______]
and ending on
[_______]
.
|
(c)
|
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, following the successful attainment of the Performance Criteria to the satisfaction of the Committee.
|
UNITED NATURAL FOODS, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
Joseph J. Traficanti
|
Title:
|
Senior Vice President, General
|
|
Counsel and Chief Compliance
|
|
Officer
|
|
|
|
|
(a)
|
Participant
, solely for purposes of this Agreement, means the employee designated above.
|
(a)
|
Performance Criteria
means the performance targets related to one or more performance goals specified in Section 4 of this Agreement.
|
(b)
|
Performance Period
means the period beginning on
[_______]
and ending on
[_______]
.
|
(c)
|
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, following the successful attainment of the Performance Criteria to the satisfaction of the Committee.
|
UNITED NATURAL FOODS, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
Joseph J. Traficanti
|
Title:
|
Senior Vice President, General
|
|
Counsel and Chief Compliance
|
|
Officer
|
|
|
|
|
(a)
|
Participant
, solely for purposes of this Agreement, means the employee designated above.
|
(a)
|
Performance Criteria
means the performance targets related to one or more performance goals specified in Section 4 of this Agreement.
|
(b)
|
Performance Period
means the period beginning on
[_______]
and ending on
[_______]
.
|
(c)
|
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, following the successful attainment of the Performance Criteria to the satisfaction of the Committee.
|
UNITED NATURAL FOODS, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
Joseph J. Traficanti
|
Title:
|
Senior Vice President, General
|
|
Counsel and Chief Compliance
|
|
Officer
|
|
|
|
|
NAME
|
JURISDICTION OF
INCORPORATION/FORMATION
|
Achondo Transportation, Inc.
|
California
|
Albert's Organics, Inc.
|
California
|
Blue Marble Brands, LLC
|
Delaware
|
DS & DJ Realty, LLC
|
Florida
|
Fromages de France, Inc
|
California
|
Gourmet Guru, Inc.
|
New York
|
Haddon House Food Products, Inc.
|
New Jersey
|
Honest Green Market, LLC
|
Delaware
|
Natural Retail Group, Inc. (d/b/a Earth Origins Market)
|
Delaware
|
Nor-Cal Produce, Inc.
|
California
|
SCTC, LLC
|
Florida
|
Select Nutrition, LLC
|
Delaware
|
Tony's Fine Foods
|
California
|
Tutto Pronte
|
California
|
UNFI Canada, Inc.
|
Canada
|
UNFI Transport, LLC
|
Delaware
|
United Natural Foods West, Inc.
|
California
|
United Natural Trading, LLC (d/b/a Woodstock Farms Manufacturing)
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
|
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;
|
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;
|
4.
|
The registrant's other certifying officer 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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
The registrant's other certifying officer 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)
|
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
|
(b)
|
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.
|
|
|
/s/ STEVEN L. SPINNER
|
|
|
Steven L. Spinner
Chief Executive Officer
|
|
|
September 28, 2016
|
1.
|
I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
|
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;
|
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;
|
4.
|
The registrant's other certifying officer 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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
The registrant's other certifying officer 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)
|
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
|
(b)
|
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.
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
|
Michael P. Zechmeister
Chief Financial Officer
|
|
|
September 28, 2016
|
|
|
/s/ STEVEN L. SPINNER
|
|
|
Steven L. Spinner
Chief Executive Officer
|
|
|
September 28, 2016
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
|
Michael P. Zechmeister
Chief Financial Officer
|
|
|
September 28, 2016
|