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Delaware
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05-0376157
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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313 Iron Horse Way, Providence, RI
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02908
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
X
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Accelerated filer _
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Non-accelerated filer _
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Smaller reporting company _
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(Do not check if a smaller reporting company)
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January 28,
2017 |
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July 30,
2016 |
||||
ASSETS
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Current assets:
|
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Cash and cash equivalents
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$
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30,658
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$
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18,593
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Accounts receivable, less allowances of
$9,260
and $9,638
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514,870
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489,708
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Inventories
|
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992,551
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1,021,663
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Deferred income taxes
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35,225
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35,228
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Prepaid expenses and other current assets
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65,094
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45,998
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Total current assets
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1,638,398
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1,611,190
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Property & equipment, net
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604,597
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616,605
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Goodwill
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370,393
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366,168
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Intangible assets, less accumulated amortization of
$41,763
and $34,315
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215,732
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222,314
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Other assets
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40,883
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35,878
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Total assets
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$
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2,870,003
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$
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2,852,155
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
|
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Accounts payable
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$
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449,539
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$
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445,430
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Accrued expenses and other current liabilities
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144,532
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162,438
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Current portion of long-term debt
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11,989
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11,854
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Total current liabilities
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606,060
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619,722
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Notes payable
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393,608
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426,519
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Deferred income taxes
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|
95,669
|
|
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95,220
|
|
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Other long-term liabilities
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|
28,598
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29,451
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Long-term debt, excluding current portion
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155,835
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161,739
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Total liabilities
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1,279,770
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1,332,651
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Commitments and contingencies
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Stockholders’ equity:
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Preferred stock, par value $0.01 per share, authorized 5,000 shares; issued none
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—
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—
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Common stock, par value $0.01 per share, authorized 100,000 shares; issued and outstanding
50,592
and 50,383
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506
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|
504
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Additional paid-in capital
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447,737
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436,167
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Accumulated other comprehensive loss
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(17,921
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)
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(22,379
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)
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Retained earnings
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1,159,911
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1,105,212
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Total stockholders’ equity
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1,590,233
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1,519,504
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Total liabilities and stockholders’ equity
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$
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2,870,003
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$
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2,852,155
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13-Week Period Ended
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26-Week Period Ended
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||||||||||||
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January 28,
2017 |
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January 30,
2016 |
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January 28,
2017 |
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January 30,
2016 |
||||||||
Net sales
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$
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2,285,518
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$
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2,047,712
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$
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4,563,882
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$
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4,124,361
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Cost of sales
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1,940,573
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1,750,194
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3,869,921
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3,512,906
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|
||||
Gross profit
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344,945
|
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|
297,518
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693,961
|
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|
611,455
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||||
Operating expenses
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298,674
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253,830
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|
594,351
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|
511,054
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||||
Restructuring and asset impairment expenses
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—
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|
1,985
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|
—
|
|
|
4,794
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|
||||
Total operating expenses
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298,674
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255,815
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|
594,351
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|
515,848
|
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||||
Operating income
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|
46,271
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|
|
41,703
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|
99,610
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|
|
95,607
|
|
||||
Other expense (income):
|
|
|
|
|
|
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|
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|
||||||
Interest expense
|
|
4,441
|
|
|
3,602
|
|
|
8,963
|
|
|
7,350
|
|
||||
Interest income
|
|
(97
|
)
|
|
(398
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)
|
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(196
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)
|
|
(550
|
)
|
||||
Other expense (income), net
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(101
|
)
|
|
757
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|
|
282
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|
|
930
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Total other expense, net
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4,243
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|
3,961
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|
|
9,049
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|
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7,730
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||||
Income before income taxes
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|
42,028
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|
|
37,742
|
|
|
90,561
|
|
|
87,877
|
|
||||
Provision for income taxes
|
|
16,546
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|
|
15,059
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|
|
35,862
|
|
|
35,063
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|
||||
Net income
|
|
$
|
25,482
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|
|
$
|
22,683
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$
|
54,699
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$
|
52,814
|
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Basic per share data:
|
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||||||
Net income
|
|
$
|
0.50
|
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|
$
|
0.45
|
|
|
$
|
1.08
|
|
|
$
|
1.05
|
|
Weighted average basic shares of common stock outstanding
|
|
50,587
|
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|
50,326
|
|
|
50,531
|
|
|
50,260
|
|
||||
Diluted per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.50
|
|
|
$
|
0.45
|
|
|
$
|
1.08
|
|
|
$
|
1.05
|
|
Weighted average diluted shares of common stock outstanding
|
|
50,755
|
|
|
50,388
|
|
|
50,677
|
|
|
50,351
|
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
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January 28,
2017 |
|
January 30,
2016 |
|
January 28,
2017 |
|
January 30,
2016 |
||||||||
Net income
|
|
$
|
25,482
|
|
|
$
|
22,683
|
|
|
$
|
54,699
|
|
|
$
|
52,814
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Change in fair value of swap agreements, net of tax
|
|
3,483
|
|
|
(949
|
)
|
|
5,078
|
|
|
(1,939
|
)
|
||||
Foreign currency translation adjustments
|
|
1,281
|
|
|
(4,505
|
)
|
|
(620
|
)
|
|
(4,444
|
)
|
||||
Total other comprehensive income (loss)
|
|
4,764
|
|
|
(5,454
|
)
|
|
4,458
|
|
|
(6,383
|
)
|
||||
Total comprehensive income
|
|
$
|
30,246
|
|
|
$
|
17,229
|
|
|
$
|
59,157
|
|
|
$
|
46,431
|
|
|
|
Common Stock
|
|
Additional
Paid in Capital
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total
Stockholders’ Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances at July 30, 2016
|
|
50,383
|
|
|
$
|
504
|
|
|
$
|
436,167
|
|
|
$
|
(22,379
|
)
|
|
$
|
1,105,212
|
|
|
$
|
1,519,504
|
|
Stock option exercises and restricted stock vestings, net of tax
|
|
209
|
|
|
2
|
|
|
(1,028
|
)
|
|
|
|
|
|
|
|
(1,026
|
)
|
|||||
Share-based compensation
|
|
|
|
|
|
|
|
14,011
|
|
|
|
|
|
|
|
|
14,011
|
|
|||||
Tax deficit associated with stock plans
|
|
|
|
|
|
|
|
(1,413
|
)
|
|
|
|
|
|
|
|
(1,413
|
)
|
|||||
Fair value of swap agreements, net of tax
|
|
|
|
|
|
|
|
5,078
|
|
|
|
|
5,078
|
|
|||||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
(620
|
)
|
|
|
|
|
(620
|
)
|
|||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,699
|
|
|
54,699
|
|
|||||
Balances at January 28, 2017
|
|
50,592
|
|
|
$
|
506
|
|
|
$
|
447,737
|
|
|
$
|
(17,921
|
)
|
|
$
|
1,159,911
|
|
|
1,590,233
|
|
|
|
26-Week Period Ended
|
||||||
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
54,699
|
|
|
$
|
52,814
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
42,458
|
|
|
32,847
|
|
||
Share-based compensation
|
|
14,011
|
|
|
9,424
|
|
||
Loss on disposals of property and equipment
|
|
395
|
|
|
415
|
|
||
Excess tax deficit (benefit) from share-based payment arrangements
|
|
1,413
|
|
|
(432
|
)
|
||
Restructuring and asset impairment
|
|
—
|
|
|
480
|
|
||
Provision for doubtful accounts
|
|
3,217
|
|
|
4,832
|
|
||
Non-cash interest income
|
|
(24
|
)
|
|
(102
|
)
|
||
Changes in assets and liabilities, net of acquired businesses:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(26,140
|
)
|
|
12,577
|
|
||
Inventories
|
|
30,759
|
|
|
39,130
|
|
||
Prepaid expenses and other assets
|
|
(20,514
|
)
|
|
(16,729
|
)
|
||
Accounts payable
|
|
9,363
|
|
|
(16,589
|
)
|
||
Accrued expenses and other liabilities
|
|
(12,728
|
)
|
|
5,944
|
|
||
Net cash provided by operating activities
|
|
96,909
|
|
|
124,611
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(22,674
|
)
|
|
(20,472
|
)
|
||
Purchases of acquired businesses, net of cash acquired
|
|
(9,982
|
)
|
|
(31
|
)
|
||
Proceeds from disposals of property and equipment
|
|
18
|
|
|
57
|
|
||
Long-term investment
|
|
(2,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(34,638
|
)
|
|
(20,446
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Repayments of long-term debt
|
|
(5,658
|
)
|
|
(5,788
|
)
|
||
Proceeds from borrowings under revolving credit line
|
|
136,787
|
|
|
214,549
|
|
||
Repayments of borrowings under revolving credit line
|
|
(169,618
|
)
|
|
(301,243
|
)
|
||
Decrease in bank overdraft
|
|
(9,076
|
)
|
|
(16,480
|
)
|
||
Proceeds from exercise of stock options
|
|
165
|
|
|
1,172
|
|
||
Payment of employee restricted stock tax withholdings
|
|
(1,191
|
)
|
|
(1,603
|
)
|
||
Excess tax (deficit) benefit from share-based payment arrangements
|
|
(1,413
|
)
|
|
432
|
|
||
Capitalized debt issuance costs
|
|
(180
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(50,184
|
)
|
|
(108,961
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
(22
|
)
|
|
(102
|
)
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
12,065
|
|
|
(4,898
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
|
18,593
|
|
|
17,380
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
30,658
|
|
|
$
|
12,482
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
8,963
|
|
|
$
|
7,891
|
|
Cash paid for federal and state income taxes, net of refunds
|
|
$
|
45,944
|
|
|
$
|
46,896
|
|
(in thousands)
|
Preliminary as of July 30, 2016
|
|
Adjustments in Current Fiscal Year
|
|
Preliminary as of January 28, 2017
|
||||||
Accounts receivable
|
$
|
8,483
|
|
|
$
|
—
|
|
|
$
|
8,483
|
|
Inventories
|
1,902
|
|
|
—
|
|
|
1,902
|
|
|||
Property and equipment
|
10,029
|
|
|
—
|
|
|
10,029
|
|
|||
Other assets
|
125
|
|
|
—
|
|
|
125
|
|
|||
Customer relationships
|
30,300
|
|
|
—
|
|
|
30,300
|
|
|||
Tradename
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|||
Non-compete
|
500
|
|
|
—
|
|
|
500
|
|
|||
Goodwill
|
40,342
|
|
|
(2,909
|
)
|
|
37,433
|
|
|||
Total assets
|
$
|
92,681
|
|
|
$
|
(2,909
|
)
|
|
$
|
89,772
|
|
Liabilities
|
24,101
|
|
|
(2,909
|
)
|
|
21,192
|
|
|||
Total purchase price
|
$
|
68,580
|
|
|
$
|
—
|
|
|
$
|
68,580
|
|
(in thousands)
|
Preliminary as of July 30, 2016
|
|
Adjustments in Current Fiscal Year
|
|
Preliminary as of January 28, 2017
|
||||||
Accounts receivable
|
$
|
40,434
|
|
|
$
|
(300
|
)
|
|
$
|
40,134
|
|
Other receivable
|
3,621
|
|
|
—
|
|
|
3,621
|
|
|||
Inventories
|
46,138
|
|
|
302
|
|
|
46,440
|
|
|||
Prepaid expenses and other current assets
|
1,645
|
|
|
99
|
|
|
1,744
|
|
|||
Property and equipment
|
54,501
|
|
|
—
|
|
|
54,501
|
|
|||
Other assets
|
280
|
|
|
—
|
|
|
280
|
|
|||
Customer relationships
|
62,700
|
|
|
—
|
|
|
62,700
|
|
|||
Tradename
|
700
|
|
|
—
|
|
|
700
|
|
|||
Non-compete
|
700
|
|
|
—
|
|
|
700
|
|
|||
Other intangible assets
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||
Goodwill
|
45,851
|
|
|
(2,266
|
)
|
|
43,585
|
|
|||
Total assets
|
$
|
258,570
|
|
|
$
|
(2,165
|
)
|
|
$
|
256,405
|
|
Liabilities
|
39,510
|
|
|
(600
|
)
|
|
38,910
|
|
|||
Total purchase price
|
$
|
219,060
|
|
|
$
|
(1,565
|
)
|
|
$
|
217,495
|
|
|
|
Restructuring Costs
|
|
Cash Payments
|
|
Restructuring Cost Liability as of January 28, 2017
|
||||||
Severance
|
|
$
|
3,443
|
|
|
$
|
(3,424
|
)
|
|
$
|
19
|
|
Early lease termination and facility closing costs
|
|
368
|
|
|
(368
|
)
|
|
—
|
|
|||
Operational transfer costs
|
|
570
|
|
|
(570
|
)
|
|
—
|
|
|||
Earth Origins:
|
|
|
|
|
|
|
||||||
Severance
|
|
41
|
|
|
(33
|
)
|
|
8
|
|
|||
Store closing costs
|
|
443
|
|
|
(338
|
)
|
|
105
|
|
|||
Total
|
|
$
|
4,865
|
|
|
$
|
(4,733
|
)
|
|
$
|
132
|
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 28,
2017 |
|
January 30,
2016 |
||||
Basic weighted average shares outstanding
|
|
50,587
|
|
|
50,326
|
|
|
50,531
|
|
|
50,260
|
|
Net effect of dilutive stock awards based upon the treasury stock method
|
|
168
|
|
|
62
|
|
|
146
|
|
|
91
|
|
Diluted weighted average shares outstanding
|
|
50,755
|
|
|
50,388
|
|
|
50,677
|
|
|
50,351
|
|
Swap Maturity
|
|
Notional Value (in millions)
|
|
Pay Fixed Rate
|
|
Receive Floating Rate
|
|
Floating Rate Reset Terms
|
|||
August 3, 2022
|
|
$
|
140.0
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
June 9, 2019
|
|
$
|
50.0
|
|
|
0.8725
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
April 29, 2021
|
|
$
|
25.0
|
|
|
1.0650
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
June 24, 2019
|
|
$
|
50.0
|
|
|
0.7265
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
April 29, 2021
|
|
$
|
25.0
|
|
|
0.9260
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
|
Fair Value at January 28, 2017
|
|
Fair Value at July 30, 2016
|
||||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
—
|
|
|
$
|
2,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(5,917
|
)
|
|
—
|
|
|
|
January 28, 2017
|
|
July 30, 2016
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion
|
|
$
|
167,824
|
|
|
$
|
174,992
|
|
|
$
|
173,593
|
|
|
$
|
182,790
|
|
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated
|
|
Consolidated
|
||||||||||
13-Week Period Ended January 28, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
2,271,289
|
|
|
$
|
51,377
|
|
|
$
|
(37,148
|
)
|
|
$
|
—
|
|
|
$
|
2,285,518
|
|
Operating income (loss)
|
|
52,562
|
|
|
(6,518
|
)
|
|
227
|
|
|
—
|
|
|
46,271
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
|
4,441
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(97
|
)
|
|||||
Other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
(101
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,028
|
|
|||||
Depreciation and amortization
|
|
20,587
|
|
|
656
|
|
|
—
|
|
|
—
|
|
|
21,243
|
|
|||||
Capital expenditures
|
|
12,374
|
|
|
1,102
|
|
|
—
|
|
|
—
|
|
|
13,476
|
|
|||||
Goodwill
|
|
352,369
|
|
|
18,024
|
|
|
—
|
|
|
—
|
|
|
370,393
|
|
|||||
Total assets
|
|
2,677,578
|
|
|
220,598
|
|
|
(28,173
|
)
|
|
—
|
|
|
2,870,003
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
13-Week Period Ended January 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
2,029,351
|
|
|
$
|
53,685
|
|
|
$
|
(35,324
|
)
|
|
$
|
—
|
|
|
$
|
2,047,712
|
|
Restructuring and asset impairment expenses
|
|
1,492
|
|
|
493
|
|
|
—
|
|
|
—
|
|
|
1,985
|
|
|||||
Operating income (loss)
|
|
45,118
|
|
|
(4,018
|
)
|
|
603
|
|
|
—
|
|
|
41,703
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,602
|
|
|
3,602
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|
(398
|
)
|
|||||
Other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|
757
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,742
|
|
|||||
Depreciation and amortization
|
|
15,472
|
|
|
671
|
|
|
—
|
|
|
—
|
|
|
16,143
|
|
|||||
Capital expenditures
|
|
12,175
|
|
|
709
|
|
|
—
|
|
|
—
|
|
|
12,884
|
|
|||||
Goodwill
|
|
247,499
|
|
|
17,731
|
|
|
—
|
|
|
—
|
|
|
265,230
|
|
|||||
Total assets
|
|
2,300,915
|
|
|
203,962
|
|
|
(17,859
|
)
|
|
—
|
|
|
2,487,018
|
|
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated
|
|
Consolidated
|
||||||||||
26-Week Period Ended January 28, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
4,532,189
|
|
|
$
|
109,117
|
|
|
$
|
(77,424
|
)
|
|
$
|
—
|
|
|
$
|
4,563,882
|
|
Operating income (loss)
|
|
111,225
|
|
|
(11,686
|
)
|
|
71
|
|
|
—
|
|
|
99,610
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,963
|
|
|
8,963
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
(196
|
)
|
|||||
Other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
282
|
|
|
282
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
90,561
|
|
||||||
Depreciation and amortization
|
|
41,278
|
|
|
1,180
|
|
|
—
|
|
|
—
|
|
|
42,458
|
|
|||||
Capital expenditures
|
|
20,729
|
|
|
1,945
|
|
|
—
|
|
|
—
|
|
|
22,674
|
|
|||||
Goodwill
|
|
352,369
|
|
|
18,024
|
|
|
—
|
|
|
—
|
|
|
370,393
|
|
|||||
Total assets
|
|
2,677,578
|
|
|
220,598
|
|
|
(28,173
|
)
|
|
—
|
|
|
2,870,003
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
26-Week Period Ended January 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
|
$
|
4,088,973
|
|
|
$
|
111,492
|
|
|
$
|
(76,104
|
)
|
|
$
|
—
|
|
|
$
|
4,124,361
|
|
Restructuring and asset impairment expenses
|
|
2,811
|
|
|
1,983
|
|
|
—
|
|
|
—
|
|
|
4,794
|
|
|||||
Operating income (loss)
|
|
105,432
|
|
|
(8,939
|
)
|
|
(886
|
)
|
|
—
|
|
|
95,607
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,350
|
|
|
7,350
|
|
|||||
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
|
(550
|
)
|
|||||
Other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
930
|
|
|
930
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,877
|
|
|||||
Depreciation and amortization
|
|
31,555
|
|
|
1,292
|
|
|
—
|
|
|
—
|
|
|
32,847
|
|
|||||
Capital expenditures
|
|
19,297
|
|
|
1,175
|
|
|
—
|
|
|
—
|
|
|
20,472
|
|
|||||
Goodwill
|
|
247,499
|
|
|
17,731
|
|
|
—
|
|
|
—
|
|
|
265,230
|
|
|||||
Total assets
|
|
2,300,915
|
|
|
203,962
|
|
|
(17,859
|
)
|
|
—
|
|
|
2,487,018
|
|
|
January 28,
2017 |
|
July 30,
2016 |
||||
Accrued salaries and employee benefits
|
$
|
55,264
|
|
|
$
|
58,832
|
|
Workers' compensation and automobile liabilities
|
22,629
|
|
|
23,448
|
|
||
Interest rate swap liability
|
—
|
|
|
5,917
|
|
||
Other
|
66,639
|
|
|
74,241
|
|
||
Total accrued expenses and other current liabilities
|
$
|
144,532
|
|
|
$
|
162,438
|
|
•
|
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 that 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 those 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 warehouse management system throughout our distribution centers and our transportation management system across the Company;
|
•
|
the addition or loss of significant customers;
|
•
|
volatility in fuel costs;
|
•
|
volatility in foreign exchange rates;
|
•
|
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 those 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;
|
•
|
our ability to successfully integrate and deploy our operational initiatives to achieve synergies from the acquisitions of Tony's, Global Organic, Nor-Cal, Haddon, and Gourmet Guru;
|
•
|
our ability to realize the anticipated benefits from our restructuring program in conjunction with various cost saving and efficiency initiatives, including the planned opening of the Company's shared services center, all within the cost estimates currently contemplated; and
|
•
|
the potential for business disruptions in connection with the anticipated creation of the Company’s shared services center.
|
•
|
our wholesale division, which includes:
|
◦
|
our broadline natural, organic and specialty distribution business in the United States, which includes our recent acquisitions of Haddon, a distributor and merchandiser of natural and organic specialty and gourmet ethnic products principally throughout the Eastern United States, and Gourmet Guru, a distributor and merchandiser of fresh and organic food focusing on new and emerging brands;
|
◦
|
Albert's, which is a leading distributor of organically grown produce and non-produce perishable items within the United States, which includes the operations of Global Organic, a premier distributor of organic fruits, vegetables, juices, milk, eggs, nuts, and coffee, and Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items principally in Northern California;
|
◦
|
Select Nutrition, which distributes vitamins, minerals and supplements;
|
◦
|
UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada; and
|
◦
|
Tony's, which is a leading distributor of a wide array of specialty protein, cheese, deli, foodservice and bakery goods, principally throughout the Western United States.
|
•
|
our retail division, consisting of Earth Origins, which operates our
eleven
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.
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
|
||||||||
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 28,
2017 |
|
January 30,
2016 |
|
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
84.9
|
%
|
|
85.5
|
%
|
|
84.8
|
%
|
|
85.2
|
%
|
|
Gross profit
|
|
15.1
|
%
|
|
14.5
|
%
|
|
15.2
|
%
|
|
14.8
|
%
|
|
Operating expenses
|
|
13.1
|
%
|
|
12.4
|
%
|
|
13.0
|
%
|
|
12.4
|
%
|
|
Restructuring and asset impairment expenses
|
|
—
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|
Total operating expenses
|
|
13.1
|
%
|
|
12.5
|
%
|
|
13.0
|
%
|
|
12.5
|
%
|
|
Operating income
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest expense
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
Interest income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Other, net
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Total other expense, net
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
Income before income taxes
|
|
1.8
|
%
|
|
1.8
|
%
|
|
2.0
|
%
|
|
2.1
|
%
|
|
Provision for income taxes
|
|
0.7
|
%
|
|
0.7
|
%
|
|
0.8
|
%
|
|
0.9
|
%
|
|
Net income
|
|
1.1
|
%
|
|
1.1
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
*
|
|
|
Net Sales for the 13-Week Period Ended
|
|
||||||||||||
Customer Type
|
|
January 28,
2017 |
|
% of
Net Sales
|
|
January 30,
2016 |
|
% of
Net Sales
|
|
||||||
Supernatural chains
|
|
$
|
781
|
|
|
34
|
%
|
|
$
|
755
|
|
|
37
|
%
|
|
Independently owned natural products retailers
|
|
604
|
|
|
26
|
%
|
|
551
|
|
|
27
|
%
|
|
||
Conventional supermarkets
|
|
666
|
|
|
29
|
%
|
|
528
|
|
|
26
|
%
|
|
||
Other
|
|
235
|
|
|
11
|
%
|
*
|
214
|
|
|
10
|
%
|
|
||
Total
|
|
$
|
2,286
|
|
|
100
|
%
|
|
$
|
2,048
|
|
|
100
|
%
|
|
|
|
Net Sales for the 26-Week Period Ended
|
|
||||||||||||
Customer Type
|
|
January 28,
2017 |
|
% of
Net Sales
|
|
January 30,
2016 |
|
% of
Net Sales
|
|
||||||
Supernatural chains
|
|
$
|
1,528
|
|
|
33
|
%
|
|
$
|
1,469
|
|
|
36
|
%
|
|
Independently owned natural products retailers
|
|
1,223
|
|
|
27
|
%
|
|
1,116
|
|
|
27
|
%
|
|
||
Conventional supermarket
|
|
1,318
|
|
|
29
|
%
|
|
1,102
|
|
|
27
|
%
|
|
||
Other
|
|
495
|
|
|
11
|
%
|
|
436
|
|
|
10
|
%
|
*
|
||
Total
|
|
$
|
4,564
|
|
|
100
|
%
|
|
$
|
4,123
|
|
|
100
|
%
|
|
Exhibit No.
|
|
Description
|
10.1*+
|
|
Form of Amended and Restated Severance Agreement.
|
10.2+
|
|
Form of Amended and Restated Change in Control Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 22, 2016 (File No. 1-15723)).
|
31.1*
|
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101*
|
|
The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 28, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
United Natural Foods, Inc.
|
Investor Relations
|
313 Iron Horse Way
|
Providence, RI 02908
|
|
UNITED NATURAL FOODS, INC.
|
|
|
|
/s/ Michael P. Zechmeister
|
|
Michael P. Zechmeister
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
United Natural Foods, Inc.
|
|
|
Employee
|
|
|
|
|
|
|
|
|
By______________________
|
|
|
By_________________________
|
Name:___________________
|
|
|
Name: ______________________
|
Title:_____________________
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
|
|
|
|
|
Note:
|
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
|
|
|
|
|
Note:
|
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
|
/s/ Steven L. Spinner
|
|
Steven L. Spinner
|
|
Chief Executive Officer
|
|
|
|
March 9, 2017
|
Note:
|
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|
|
/s/ Michael P. Zechmeister
|
|
Michael P. Zechmeister
|
|
Chief Financial Officer
|
|
|
|
March 9, 2017
|
Note:
|
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|