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X
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended July 29, 2017
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or
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__
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______ to _______
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Delaware
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05-0376157
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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313 Iron Horse Way, Providence, RI 0290
8
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code:
(401) 528-8634
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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NASDAQ Global Select Market
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•
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our
wholesale division
, which includes:
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◦
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our broadline natural, organic and specialty distribution business in the United States, which includes our recent acquisitions of Haddon and Gourmet Guru;
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◦
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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;
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◦
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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 and Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items principally in Northern California;
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◦
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UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada; and
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◦
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Select Nutrition, which distributes vitamins, minerals and supplements;
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•
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our
retail division
, consisting of Earth Origins, which operates our
twelve
natural products retail stores within the United States; and
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•
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our
manufacturing and branded products divisions
, consisting of:
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◦
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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
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◦
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our Blue Marble Brands branded product lines.
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•
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control the purchases made by these stores;
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•
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expand the number of high-growth, high-margin product categories, such as produce and prepared foods, within these stores; and
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•
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stay abreast of the trends in the retail marketplace, which enables us to better anticipate and serve the needs of our wholesale customers.
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•
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In April 2015 we commenced operations at a new 300,000 square foot distribution center in Prescott, Wisconsin which services the Twin Cities market.
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•
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In February 2016 we commenced operations at a new 400,000 square foot distribution center in Gilroy, California.
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•
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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.
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•
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In connection with the acquisition of Nor-Cal in March 2016, we acquired an
80,000
square foot distribution center in West Sacramento, California.
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•
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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.
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•
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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;
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•
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conventional 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;
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•
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independently owned natural products retailers
, which include single store and chain accounts (excluding supernatural chains, as defined above), which carry more than 90% natural products and buying clubs of consumer groups joined to buy products; and
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•
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other
, which includes foodservice, e-commerce and international customers outside of Canada.
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•
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Whole Foods Market, the largest supernatural chain in the United States and Canada; and
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•
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Other customers, including Natural Grocers, Wegmans, Kroger, Earth Fare, Sprouts Farmers Market, Giant-Carlisle, Stop & Shop, Giant-Landover, Giant Eagle, Hannaford, Harris Teeter, The Fresh Market, Market Basket, Shop-Rite, Publix, Raley's, Lucky's, and Loblaws.
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Percentage of Net Sales
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|||||||
Customer Type
|
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2017
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2016
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2015
|
|||
Supernatural chains
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33
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%
|
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35
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%
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34
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%
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Conventional supermarkets and mass market chains
|
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30
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%
|
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27
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%
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29
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%
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Independently owned natural products retailers
|
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26
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%
|
|
27
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%
|
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27
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%
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Other
|
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
•
|
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.
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•
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quarterly coupon programs featuring supplier sponsored coupons, for display and distribution by participating retailers.
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•
|
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.
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•
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wholesale biannual catalogs, which serve as a primary reference guide and ordering tool for retailers.
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•
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a Customer Portal advertising program that allows our suppliers to advertise directly to retailers using the portal.
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•
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a variety of programs with advertising focus on foodservice options designed to support accounts in that category.
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•
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programs designed to generate volume purchases and retail promotions.
|
•
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monthly specials catalogs that highlight promotions and new product introductions.
|
•
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specialized catalogs for holiday and seasonal products.
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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quarterly reports of trends in the natural and organic industry;
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•
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product data information such as best seller lists, store usage reports and catalogs;
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•
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assistance with store layout designs; new store design and equipment procurement;
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•
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planogramming, shelf and category management support;
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•
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in-store signage and promotional materials assistance with planning and setting up product displays;
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•
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shelf tags for products; and
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•
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a robust customer portal with product information, search and ordering capabilities, reports and publications.
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•
|
maintaining the customer and supplier base;
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•
|
optimizing delivery routes;
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•
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coordinating administrative, distribution and finance functions; and
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•
|
integrating management information systems and personnel.
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•
|
increasing our vulnerability to general adverse economic and industry conditions;
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•
|
limiting our ability to obtain additional financing;
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•
|
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.
|
•
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demand for our products, including as a result of seasonal fluctuations;
|
•
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changes in our operating expenses, including fuel and insurance expenses;
|
•
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management's ability to execute our business and growth strategies;
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•
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changes in customer preferences, including levels of enthusiasm for health, fitness and environmental issues;
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•
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public perception of the benefits of natural and organic products when compared to similar conventional products;
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•
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fluctuation of natural product prices due to competitive pressures;
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•
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the addition or loss of significant customers;
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•
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personnel changes;
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•
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general economic conditions, including inflation;
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•
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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;
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•
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volatility in prices of high-quality livestock or agricultural products resulting from poor growing conditions, water shortages, natural disasters or otherwise; and
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•
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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.
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•
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the products that we distribute in the United States are subject to inspection by the FDA;
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•
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our warehouse and distribution centers are subject to inspection by the USDA and state health authorities; and
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•
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the United States Department of Transportation and the United States Federal Highway Administration regulate our United States trucking operations.
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•
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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;
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•
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the addition or loss of significant customers or significant events affecting our 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
|
|
December 2022
|
Charlotte, North Carolina
|
|
September 2019
|
Chesterfield, New Hampshire*
|
|
Owned
|
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 2020
|
Logan Township, New Jersey
|
|
March 2028
|
Montreal, Quebec
|
|
July 2022
|
Moreno Valley, California
|
|
July 2018
|
Philadelphia, Pennsylvania
|
|
January 2020
|
Prescott, Wisconsin
|
|
Owned
|
Racine, Wisconsin*
|
|
Owned
|
Richburg, South Carolina
|
|
Owned
|
Richmond, British Columbia
|
|
August 2022
|
Ridgefield, Washington
|
|
September 2019
|
Ridgefield, Washington*
|
|
Owned
|
Rocklin, California*
|
|
Owned
|
Sarasota, Florida
|
|
July 2022
|
Truckee, California
|
|
August 2020
|
Vaughan, Ontario
|
|
November 2021
|
Vernon, California*
|
|
Owned
|
West Sacramento, California
|
|
Owned
|
West Sacramento, California
|
|
Owned
|
York, Pennsylvania
|
|
May 2020
|
Yuba City, California
|
|
September 2021
|
Fiscal 2017
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
50.06
|
|
|
$
|
38.55
|
|
Second Quarter
|
|
49.39
|
|
|
40.81
|
|
||
Third Quarter
|
|
45.99
|
|
|
39.47
|
|
||
Fourth Quarter
|
|
42.38
|
|
|
34.60
|
|
||
|
|
|
|
|
||||
Fiscal 2016
|
|
|
|
|
|
|||
First Quarter
|
|
$
|
55.69
|
|
|
$
|
44.05
|
|
Second Quarter
|
|
52.07
|
|
|
33.85
|
|
||
Third Quarter
|
|
43.02
|
|
|
29.75
|
|
||
Fourth Quarter
|
|
52.18
|
|
|
33.16
|
|
*
|
$100 invested on 7/28/12 in UNFI common stock or 7/28/12 in the relevant index, including reinvestment of dividends. Index calculated on a month-end basis.
|
Consolidated Statement of Income Data: (1) (2)
|
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
|
August 2,
2014 |
|
August 3,
2013 |
||||||||||
|
|
|
|
|
|
|
|
|
|
(53 weeks)
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Net sales
|
|
$
|
9,274,471
|
|
|
$
|
8,470,286
|
|
|
$
|
8,184,978
|
|
|
$
|
6,794,447
|
|
|
$
|
6,064,355
|
|
Cost of sales
|
|
7,845,550
|
|
|
7,190,935
|
|
|
6,924,463
|
|
|
5,666,802
|
|
|
5,040,323
|
|
|||||
Gross profit
|
|
1,428,921
|
|
|
1,279,351
|
|
|
1,260,515
|
|
|
1,127,645
|
|
|
1,024,032
|
|
|||||
Total operating expenses
|
|
1,202,896
|
|
|
1,055,242
|
|
|
1,018,558
|
|
|
916,857
|
|
|
839,582
|
|
|||||
Operating income
|
|
226,025
|
|
|
224,109
|
|
|
241,957
|
|
|
210,788
|
|
|
184,450
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
|
214,423
|
|
|
208,222
|
|
|
229,769
|
|
|
207,408
|
|
|
173,072
|
|
|||||
Provision for income taxes
|
|
84,268
|
|
|
82,456
|
|
|
91,035
|
|
|
81,926
|
|
|
65,865
|
|
|||||
Net income
|
|
$
|
130,155
|
|
|
$
|
125,766
|
|
|
$
|
138,734
|
|
|
$
|
125,482
|
|
|
$
|
107,207
|
|
Basic per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2.57
|
|
|
$
|
2.50
|
|
|
$
|
2.77
|
|
|
$
|
2.53
|
|
|
$
|
2.18
|
|
Diluted per share data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2.56
|
|
|
$
|
2.50
|
|
|
$
|
2.76
|
|
|
$
|
2.52
|
|
|
$
|
2.17
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data: (2) (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
958,683
|
|
|
$
|
991,468
|
|
|
$
|
1,018,437
|
|
|
$
|
850,006
|
|
|
$
|
712,506
|
|
Total assets
|
|
2,886,563
|
|
|
2,852,155
|
|
|
2,540,994
|
|
|
2,284,446
|
|
|
1,725,463
|
|
|||||
Total long-term debt and capital leases, excluding current portion
|
|
149,863
|
|
|
161,739
|
|
|
172,949
|
|
|
32,510
|
|
|
33,091
|
|
|||||
Total stockholders' equity
|
|
$
|
1,681,921
|
|
|
$
|
1,519,504
|
|
|
$
|
1,381,088
|
|
|
$
|
1,238,919
|
|
|
$
|
1,094,701
|
|
(1)
|
Includes the effect of acquisitions from the respective dates 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.
|
(3)
|
Amounts have been adjusted for 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)
, in the fourth quarter of fiscal 2016.
|
•
|
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 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 and online distributors;
|
•
|
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 or material changes to our relationships with these 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 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;
|
•
|
our ability to successfully integrate and deploy our operational initiatives to achieve synergies from the acquisitions of 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 acquisition integration, severance and transition related costs, as well as the anticipated opening of the Company's shared services center, all within the cost estimates and timing currently contemplated; and
|
•
|
the potential for business disruptions in connection with the anticipated opening 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 and Gourmet Guru;
|
◦
|
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;
|
◦
|
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 and Nor-Cal, a distributor of organic and conventional produce and non-produce perishable items principally in Northern California;
|
◦
|
UNFI Canada, Inc. ("UNFI Canada"), which is our natural, organic and specialty distribution business in Canada; and
|
◦
|
Select Nutrition, which distributes vitamins, minerals and supplements;
|
•
|
our
retail division
, consisting of Earth Origins, which operates our
twelve
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 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of sales
|
|
84.6
|
%
|
|
84.9
|
%
|
|
84.6
|
%
|
|
Gross profit
|
|
15.4
|
%
|
|
15.1
|
%
|
|
15.4
|
%
|
|
Operating expenses
|
|
12.9
|
%
|
|
12.4
|
%
|
|
12.4
|
%
|
|
Restructuring and asset impairment expenses
|
|
0.1
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
Total operating expenses
|
|
13.0
|
%
|
|
12.5
|
%
|
|
12.4
|
%
|
|
Operating income
|
|
2.4
|
%
|
|
2.6
|
%
|
|
3.0
|
%
|
|
Other expense (income):
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
Interest income
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Other, net
|
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
Total other expense, net
|
|
0.1
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
*
|
Income before income taxes
|
|
2.3
|
%
|
|
2.5
|
%
|
*
|
2.8
|
%
|
*
|
Provision for income taxes
|
|
0.9
|
%
|
|
1.0
|
%
|
|
1.1
|
%
|
|
Net income
|
|
1.4
|
%
|
|
1.5
|
%
|
|
1.7
|
%
|
|
Customer Type
|
|
2017
Net Sales |
|
% of Total
Net Sales |
|
2016
Net Sales |
|
% of Total
Net Sales |
|
||||||
Supernatural chains
|
|
$
|
3,096
|
|
|
33
|
%
|
|
$
|
2,951
|
|
|
35
|
%
|
|
Conventional supermarkets
|
|
2,747
|
|
|
30
|
%
|
|
2,288
|
|
|
27
|
%
|
|
||
Independently owned natural products retailers
|
|
2,427
|
|
|
26
|
%
|
|
2,291
|
|
|
27
|
%
|
|
||
Other
|
|
1,004
|
|
|
11
|
%
|
|
940
|
|
|
11
|
%
|
|
||
Total
|
|
$
|
9,274
|
|
|
100
|
%
|
|
$
|
8,470
|
|
|
100
|
%
|
|
Customer Type
|
|
2016
Net Sales |
|
% of Total
Net Sales |
|
2015
Net Sales |
|
% of Total
Net Sales |
|
||||||
Supernatural chains
|
|
$
|
2,951
|
|
|
35
|
%
|
|
$
|
2,812
|
|
|
34
|
%
|
|
Conventional supermarkets
|
|
2,288
|
|
|
27
|
%
|
|
2,399
|
|
|
29
|
%
|
|
||
Independently owned natural products retailers
|
|
2,291
|
|
|
27
|
%
|
|
2,175
|
|
|
27
|
%
|
|
||
Other
|
|
940
|
|
|
11
|
%
|
|
799
|
|
|
10
|
%
|
|
||
Total
|
|
$
|
8,470
|
|
|
100
|
%
|
|
$
|
8,185
|
|
|
100
|
%
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1–3
Years
|
|
3–5
Years
|
|
Thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Inventory purchase commitments
|
$
|
16,320
|
|
|
$
|
16,320
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Notes payable
(1)
|
223,612
|
|
|
—
|
|
|
—
|
|
|
223,612
|
|
|
—
|
|
|||||
Long-term debt
(2)
|
163,442
|
|
|
12,128
|
|
|
25,257
|
|
|
96,755
|
|
|
29,302
|
|
|||||
Deferred compensation
|
7,706
|
|
|
1,067
|
|
|
2,086
|
|
|
1,483
|
|
|
3,070
|
|
|||||
Long-term non-capitalized leases
|
255,291
|
|
|
63,212
|
|
|
99,576
|
|
|
54,060
|
|
|
38,443
|
|
|||||
Total
|
$
|
666,371
|
|
|
$
|
92,727
|
|
|
$
|
126,919
|
|
|
$
|
375,910
|
|
|
$
|
70,815
|
|
United Natural Foods, Inc. and Subsidiaries:
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
July 29,
2017 |
|
July 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,414
|
|
|
$
|
18,593
|
|
Accounts receivable, net of allowance of $13,939 and $9,638, respectively
|
525,636
|
|
|
489,708
|
|
||
Inventories
|
1,031,690
|
|
|
1,021,663
|
|
||
Deferred income taxes
|
40,635
|
|
|
35,228
|
|
||
Prepaid expenses and other current assets
|
49,295
|
|
|
45,998
|
|
||
Total current assets
|
1,662,670
|
|
|
1,611,190
|
|
||
Property and equipment, net
|
602,090
|
|
|
616,605
|
|
||
Goodwill
|
371,259
|
|
|
366,168
|
|
||
Intangible assets, net of accumulated amortization of $49,926 and $34,315, respectively
|
208,289
|
|
|
222,314
|
|
||
Other assets
|
42,255
|
|
|
35,878
|
|
||
Total assets
|
$
|
2,886,563
|
|
|
$
|
2,852,155
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
534,616
|
|
|
$
|
445,430
|
|
Accrued expenses and other current liabilities
|
157,243
|
|
|
162,438
|
|
||
Current portion of long-term debt
|
12,128
|
|
|
11,854
|
|
||
Total current liabilities
|
703,987
|
|
|
619,722
|
|
||
Notes payable
|
223,612
|
|
|
426,519
|
|
||
Deferred income taxes
|
98,833
|
|
|
95,220
|
|
||
Other long-term liabilities
|
28,347
|
|
|
29,451
|
|
||
Long-term debt, excluding current portion
|
149,863
|
|
|
161,739
|
|
||
Total liabilities
|
1,204,642
|
|
|
1,332,651
|
|
||
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; 50,622 issued and outstanding shares at July 29, 2017; 50,383 issued and outstanding shares at July 30, 2016
|
506
|
|
|
504
|
|
||
Additional paid-in capital
|
460,011
|
|
|
436,167
|
|
||
Accumulated other comprehensive loss
|
(13,963
|
)
|
|
(22,379
|
)
|
||
Retained earnings
|
1,235,367
|
|
|
1,105,212
|
|
||
Total stockholders' equity
|
1,681,921
|
|
|
1,519,504
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,886,563
|
|
|
$
|
2,852,155
|
|
|
Fiscal year ended
|
||||||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
||||||
Net sales
|
$
|
9,274,471
|
|
|
$
|
8,470,286
|
|
|
$
|
8,184,978
|
|
Cost of sales
|
7,845,550
|
|
|
7,190,935
|
|
|
6,924,463
|
|
|||
Gross profit
|
1,428,921
|
|
|
1,279,351
|
|
|
1,260,515
|
|
|||
Operating expenses
|
1,196,032
|
|
|
1,049,690
|
|
|
1,017,755
|
|
|||
Restructuring and asset impairment expenses
|
6,864
|
|
|
5,552
|
|
|
803
|
|
|||
Total operating expenses
|
1,202,896
|
|
|
1,055,242
|
|
|
1,018,558
|
|
|||
Operating income
|
226,025
|
|
|
224,109
|
|
|
241,957
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
17,114
|
|
|
16,259
|
|
|
14,498
|
|
|||
Interest income
|
(360
|
)
|
|
(1,115
|
)
|
|
(356
|
)
|
|||
Other, net
|
(5,152
|
)
|
|
743
|
|
|
(1,954
|
)
|
|||
Total other expense, net
|
11,602
|
|
|
15,887
|
|
|
12,188
|
|
|||
Income before income taxes
|
214,423
|
|
|
208,222
|
|
|
229,769
|
|
|||
Provision for income taxes
|
84,268
|
|
|
82,456
|
|
|
91,035
|
|
|||
Net income
|
$
|
130,155
|
|
|
$
|
125,766
|
|
|
$
|
138,734
|
|
Basic per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
2.57
|
|
|
$
|
2.50
|
|
|
$
|
2.77
|
|
Weighted average basic shares of common stock
|
50,570
|
|
|
50,313
|
|
|
50,021
|
|
|||
Diluted per share data:
|
|
|
|
|
|
||||||
Net income
|
$
|
2.56
|
|
|
$
|
2.50
|
|
|
$
|
2.76
|
|
Weighted average diluted shares of common stock
|
50,775
|
|
|
50,399
|
|
|
50,267
|
|
|
Fiscal year ended
|
||||||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
||||||
Net income
|
$
|
130,155
|
|
|
$
|
125,766
|
|
|
$
|
138,734
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
3,537
|
|
|
$
|
205
|
|
|
$
|
(13,852
|
)
|
Change in fair value of swap agreements, net of tax
|
4,879
|
|
|
(3,141
|
)
|
|
(439
|
)
|
|||
Total other comprehensive income (loss)
|
$
|
8,416
|
|
|
$
|
(2,936
|
)
|
|
$
|
(14,291
|
)
|
Total comprehensive income
|
$
|
138,571
|
|
|
$
|
122,830
|
|
|
$
|
124,443
|
|
|
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 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 agreement, 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
|
|
Stock option exercises and restricted stock vestings, net
|
239
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1,041
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,039
|
)
|
|||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
25,675
|
|
|
|
|
|
|
|
|
|
|
|
25,675
|
|
|||||||
Share-based compensation / restructuring costs
|
|
|
|
|
|
|
|
|
530
|
|
|
|
|
|
|
|
|
530
|
|
||||||||||||||
Tax deficit associated with stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,320
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,320
|
)
|
|||||||
Fair value of swap agreements, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,879
|
|
|
|
|
|
4,879
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,537
|
|
|
|
|
|
3,537
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,155
|
|
|
130,155
|
|
|||||||
Balances at July 29, 2017
|
50,622
|
|
|
$
|
506
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
460,011
|
|
|
$
|
—
|
|
|
$
|
(13,963
|
)
|
|
$
|
1,235,367
|
|
|
$
|
1,681,921
|
|
|
Fiscal year ended
|
||||||||||
(In thousands)
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
130,155
|
|
|
$
|
125,766
|
|
|
$
|
138,734
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
86,051
|
|
|
71,006
|
|
|
63,800
|
|
|||
Deferred income tax (benefit) expense
|
(1,891
|
)
|
|
12,480
|
|
|
15,339
|
|
|||
Share-based compensation
|
25,675
|
|
|
15,308
|
|
|
13,981
|
|
|||
Excess tax deficit (benefit) from share-based payment arrangements
|
1,320
|
|
|
83
|
|
|
(2,746
|
)
|
|||
Loss (gain) on disposals of property and equipment
|
943
|
|
|
458
|
|
|
(499
|
)
|
|||
Restructuring and asset impairment
|
640
|
|
|
758
|
|
|
803
|
|
|||
Gain associated with acquisition of land
|
—
|
|
|
—
|
|
|
(2,824
|
)
|
|||
Gain associated with disposal of investment
|
(6,106
|
)
|
|
—
|
|
|
—
|
|
|||
Provision for doubtful accounts
|
5,728
|
|
|
6,426
|
|
|
5,059
|
|
|||
Non-cash interest (income) expense
|
175
|
|
|
(106
|
)
|
|
389
|
|
|||
Changes in assets and liabilities, net of acquired companies:
|
|
|
|
|
|
||||||
Accounts receivable
|
(38,757
|
)
|
|
29,417
|
|
|
(42,257
|
)
|
|||
Inventories
|
(6,929
|
)
|
|
2,113
|
|
|
(153,701
|
)
|
|||
Prepaid expenses and other assets
|
(6,383
|
)
|
|
5,381
|
|
|
4,541
|
|
|||
Accounts payable
|
90,217
|
|
|
14,379
|
|
|
16,001
|
|
|||
Accrued expenses and other liabilities
|
(62
|
)
|
|
13,140
|
|
|
(7,756
|
)
|
|||
Net cash provided by operating activities
|
280,776
|
|
|
296,609
|
|
|
48,864
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(56,112
|
)
|
|
(41,375
|
)
|
|
(129,134
|
)
|
|||
Purchases of acquired businesses, net of cash acquired
|
(9,207
|
)
|
|
(306,724
|
)
|
|
(8,036
|
)
|
|||
Long-term investment
|
(2,000
|
)
|
|
—
|
|
|
(3,000
|
)
|
|||
Proceeds from disposal of investment
|
9,192
|
|
|
—
|
|
|
—
|
|
|||
Payment of company owned life insurance premiums
|
(2,000
|
)
|
|
(2,925
|
)
|
|
(2,925
|
)
|
|||
Proceeds from disposals of property and equipment
|
168
|
|
|
109
|
|
|
1,026
|
|
|||
Net cash used in investing activities
|
(59,959
|
)
|
|
(350,915
|
)
|
|
(142,069
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings under revolving credit line
|
215,662
|
|
|
709,972
|
|
|
728,316
|
|
|||
Repayments of borrowings under revolving credit line
|
(418,693
|
)
|
|
(646,481
|
)
|
|
(779,461
|
)
|
|||
Proceeds from borrowings of long-term debt
|
—
|
|
|
—
|
|
|
150,000
|
|
|||
Repayments of long-term debt
|
(11,546
|
)
|
|
(11,255
|
)
|
|
(11,197
|
)
|
|||
(Decrease) increase in bank overdraft
|
(7,445
|
)
|
|
6,063
|
|
|
5,003
|
|
|||
Proceeds from exercise of stock options
|
274
|
|
|
2,011
|
|
|
3,415
|
|
|||
Payment of employee restricted stock tax withholdings
|
(1,313
|
)
|
|
(1,717
|
)
|
|
(2,430
|
)
|
|||
Excess tax (deficit) benefit from share-based payment arrangements
|
(1,320
|
)
|
|
(83
|
)
|
|
2,746
|
|
|||
Capitalized debt issuance costs
|
(180
|
)
|
|
(2,164
|
)
|
|
(1,965
|
)
|
|||
Net cash (used in) provided by financing activities
|
(224,561
|
)
|
|
56,346
|
|
|
94,427
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
565
|
|
|
(827
|
)
|
|
42
|
|
|||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(3,179
|
)
|
|
1,213
|
|
|
1,264
|
|
|||
Cash and cash equivalents at beginning of period
|
18,593
|
|
|
17,380
|
|
|
16,116
|
|
|||
Cash and cash equivalents at end of period
|
$
|
15,414
|
|
|
$
|
18,593
|
|
|
$
|
17,380
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Non-cash financing activity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,088
|
|
Non-cash investing activity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,088
|
|
Cash paid for interest
|
$
|
17,115
|
|
|
$
|
16,696
|
|
|
$
|
14,632
|
|
Cash paid for federal and state income taxes, net of refunds
|
$
|
78,984
|
|
|
$
|
67,028
|
|
|
$
|
72,357
|
|
1.
|
SIGNIFICANT ACCOUNTING POLICIES
|
(a)
|
Nature of Business
|
(b)
|
Basis of Presentation
|
(c)
|
Use of Estimates
|
(d)
|
Cash Equivalents
|
(e)
|
Inventories and Cost of Sales
|
(f)
|
Property and Equipment
|
|
Original
Estimated
Useful Lives
(Years)
|
|
2017
|
|
2016
|
||||
|
(In thousands, except years)
|
||||||||
Land
|
|
|
$
|
52,989
|
|
|
$
|
52,641
|
|
Buildings and improvements
|
20-40
|
|
396,733
|
|
|
403,822
|
|
||
Leasehold improvements
|
5-20
|
|
138,466
|
|
|
136,758
|
|
||
Warehouse equipment
|
3-30
|
|
173,591
|
|
|
163,494
|
|
||
Office equipment
|
3-10
|
|
95,794
|
|
|
55,915
|
|
||
Computer software
|
3-7
|
|
147,647
|
|
|
146,766
|
|
||
Motor vehicles
|
3-7
|
|
4,657
|
|
|
4,597
|
|
||
Construction in progress
|
|
|
17,968
|
|
|
15,018
|
|
||
|
|
|
1,027,845
|
|
|
979,011
|
|
||
Less accumulated depreciation and amortization
|
|
|
425,755
|
|
|
362,406
|
|
||
Net property and equipment
|
|
|
$
|
602,090
|
|
|
$
|
616,605
|
|
(g)
|
Income Taxes
|
(h)
|
Long-Lived Assets
|
(i)
|
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, 2015
|
$
|
248,909
|
|
|
$
|
17,731
|
|
|
$
|
266,640
|
|
Goodwill from prior fiscal 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
|
|
Goodwill from current fiscal year business combinations
|
10,102
|
|
|
—
|
|
|
10,102
|
|
|||
Goodwill adjustment for prior fiscal year business combinations
|
(6,093
|
)
|
|
—
|
|
|
(6,093
|
)
|
|||
Change in foreign exchange rates
|
1,082
|
|
|
—
|
|
|
1,082
|
|
|||
Goodwill as of July 29, 2017
|
$
|
353,234
|
|
|
$
|
18,025
|
|
|
$
|
371,259
|
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
197,852
|
|
|
$
|
48,044
|
|
|
$
|
149,808
|
|
|
$
|
196,313
|
|
|
$
|
33,447
|
|
|
$
|
162,866
|
|
Non-compete agreements
|
2,900
|
|
|
1,334
|
|
|
1,566
|
|
|
2,900
|
|
|
753
|
|
|
2,147
|
|
||||||
Trademarks and tradenames
|
1,700
|
|
|
548
|
|
|
1,152
|
|
|
1,700
|
|
|
115
|
|
|
1,585
|
|
||||||
Total amortizing intangible assets
|
202,452
|
|
|
49,926
|
|
|
152,526
|
|
|
200,913
|
|
|
34,315
|
|
|
166,598
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
55,763
|
|
|
—
|
|
|
55,763
|
|
|
55,716
|
|
|
—
|
|
|
55,716
|
|
||||||
Total
|
$
|
258,215
|
|
|
$
|
49,926
|
|
|
$
|
208,289
|
|
|
$
|
256,629
|
|
|
$
|
34,315
|
|
|
$
|
222,314
|
|
Fiscal Year:
|
(In thousands)
|
||
2018
|
$
|
14,981
|
|
2019
|
14,440
|
|
|
2020
|
13,813
|
|
|
2021
|
12,908
|
|
|
2022
|
11,582
|
|
|
2023 and thereafter
|
84,802
|
|
|
|
$
|
152,526
|
|
(j)
|
Investments
|
(k)
|
Revenue Recognition and Concentration of Credit Risk
|
(l)
|
Accounts Receivable and Related Allowance for Doubtful Accounts
|
(m)
|
Fair Value of Financial Instruments
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
15,414
|
|
|
$
|
15,414
|
|
|
$
|
18,593
|
|
|
$
|
18,593
|
|
Accounts receivable
|
525,636
|
|
|
525,636
|
|
|
489,708
|
|
|
489,708
|
|
||||
Notes receivable
|
2,359
|
|
|
2,359
|
|
|
3,709
|
|
|
3,709
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
534,616
|
|
|
534,616
|
|
|
445,430
|
|
|
445,430
|
|
||||
Notes payable
|
223,612
|
|
|
223,612
|
|
|
426,519
|
|
|
426,519
|
|
||||
Long-term debt, including current portion
|
161,991
|
|
|
169,058
|
|
|
173,593
|
|
|
182,790
|
|
(n)
|
Notes Receivable, Trade
|
(o)
|
Share-Based Compensation
|
(p)
|
Earnings Per Share
|
|
Fiscal year ended
|
|||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
|||
|
(In thousands)
|
|||||||
Basic weighted average shares outstanding
|
50,570
|
|
|
50,313
|
|
|
50,021
|
|
Net effect of dilutive common stock equivalents based upon the treasury stock method
|
205
|
|
|
86
|
|
|
246
|
|
Diluted weighted average shares outstanding
|
50,775
|
|
|
50,399
|
|
|
50,267
|
|
Potential anti-dilutive share-based payment awards excluded from the computation above
|
44
|
|
|
84
|
|
|
7
|
|
(q)
|
Comprehensive Income (Loss)
|
(r)
|
Derivative Financial Instruments
|
(s)
|
Shipping and Handling Fees and Costs
|
(t)
|
Reserves for Self-Insurance
|
(u)
|
Operating Lease Expenses
|
(v)
|
Recently Issued Accounting Pronouncements
|
2.
|
ACQUISITIONS
|
(in thousands)
|
Preliminary as of July 30, 2016
|
|
Adjustments in Current Fiscal Year
|
|
Final Opening Balance Sheet as of July 29, 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
|
|
|
(3,825
|
)
|
|
36,517
|
|
|||
Total assets
|
$
|
92,681
|
|
|
$
|
(3,825
|
)
|
|
$
|
88,856
|
|
Liabilities
|
24,101
|
|
|
(3,028
|
)
|
|
21,073
|
|
|||
Total purchase price
|
$
|
68,580
|
|
|
$
|
(797
|
)
|
|
$
|
67,783
|
|
(in thousands)
|
Preliminary as of July 30, 2016
|
|
Adjustments in Current Fiscal Year
|
|
Final Opening Balance Sheet as of July 29, 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
|
|
3.
|
EQUITY PLANS
|
|
Fiscal year ended
|
|||||
|
|
July 30,
2016 |
|
August 1,
2015 |
||
Expected volatility
|
|
27.5
|
%
|
|
26.2
|
%
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
Risk free interest rate
|
|
1.3
|
%
|
|
1.4
|
%
|
Expected term (in years)
|
|
4.0
|
|
|
4.0
|
|
|
Number
of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at beginning of year
|
343,629
|
|
|
$
|
49.13
|
|
|
|
|
|
|
|
Exercised
|
(8,510
|
)
|
|
$
|
32.20
|
|
|
|
|
|
|
|
Forfeited
|
(2,572
|
)
|
|
$
|
64.55
|
|
|
|
|
|
|
|
Cancelled
|
(3,858
|
)
|
|
$
|
42.82
|
|
|
|
|
|
|
|
Outstanding at end of year
|
328,689
|
|
|
$
|
49.52
|
|
|
5.0 years
|
|
$
|
868,658
|
|
Exercisable at end of year
|
265,847
|
|
|
$
|
47.05
|
|
|
4.4 years
|
|
$
|
868,658
|
|
4.
|
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND NOTES RECEIVABLE
|
|
|
Fiscal year ended
|
||||||||||
|
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
||||||
|
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
|
$
|
11,230
|
|
|
$
|
8,493
|
|
|
$
|
8,294
|
|
Additions charged to costs and expenses
|
|
5,728
|
|
|
6,426
|
|
|
5,059
|
|
|||
Deductions
|
|
(2,449
|
)
|
|
(3,689
|
)
|
|
(4,590
|
)
|
|||
Other adjustments
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|||
Balance at end of year
|
|
$
|
14,509
|
|
|
$
|
11,230
|
|
|
$
|
8,493
|
|
5.
|
RESTRUCTURING ACTIVITIES
|
|
|
Restructuring Costs Recorded in Fiscal 2017
|
|
Payments and Other Adjustments
|
|
Restructuring Cost Liability as of July 29, 2017
|
||||||
Severance and other employee separation and transition costs
|
|
$
|
6,606
|
|
|
$
|
(2,308
|
)
|
|
$
|
4,298
|
|
Early lease termination and facility closing costs
|
|
258
|
|
|
(258
|
)
|
|
—
|
|
|||
Total
|
|
$
|
6,864
|
|
|
$
|
(2,566
|
)
|
|
$
|
4,298
|
|
(in thousands)
|
Restructuring Costs Recorded in Fiscal 2016
|
||
Cost saving measures:
|
|
||
Severance
|
$
|
3,443
|
|
Early lease termination and facility closing costs
|
368
|
|
|
Operational transfer costs
|
570
|
|
|
Earth Origins:
|
|
||
Severance
|
41
|
|
|
Store closing costs
|
443
|
|
|
Total
|
$
|
4,865
|
|
(in thousands)
|
Impairment Costs
|
||
Canadian facility closure
|
$
|
413
|
|
Earth Origins store
|
274
|
|
|
Total
|
$
|
687
|
|
6.
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
|
(in thousands)
|
July 29,
2017 |
|
July 30,
2016 |
||||
Accrued salaries and employee benefits
|
$
|
63,937
|
|
|
$
|
58,832
|
|
Workers' compensation and automobile liabilities
|
22,774
|
|
|
23,448
|
|
||
Interest rate swap liability
|
308
|
|
|
5,917
|
|
||
Other
|
70,224
|
|
|
74,241
|
|
||
Total accrued expenses and other current liabilities
|
$
|
157,243
|
|
|
$
|
162,438
|
|
7.
|
NOTES PAYABLE
|
|
July 29,
2017 |
|
July 30,
2016 |
||||
|
(In thousands)
|
||||||
Financing obligation, due monthly, and maturing in October 2028 at an effective interest rate of 7.32%
|
$
|
30,368
|
|
|
$
|
31,502
|
|
Capital lease, Providence, Rhode Island corporate headquarters, due monthly, and maturing in April 2025 at an effective interest rate of 12.38%
|
13,074
|
|
|
13,643
|
|
||
Real-estate backed Term Loan Agreement, due quarterly (1)
|
118,549
|
|
|
128,448
|
|
||
|
$
|
161,991
|
|
|
$
|
173,593
|
|
Less: current installments
|
12,128
|
|
|
11,854
|
|
||
Long-term debt, excluding current installments
|
$
|
149,863
|
|
|
$
|
161,739
|
|
Year
|
|
(In thousands)
|
||
2018
|
|
$
|
12,128
|
|
2019
|
|
12,441
|
|
|
2020
|
|
12,816
|
|
|
2021
|
|
93,203
|
|
|
2022
|
|
3,552
|
|
|
2023 and thereafter
|
|
29,302
|
|
|
|
|
$
|
163,442
|
|
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.
|
Swap Maturity
|
|
Notional Value (in millions)
|
|
Pay Fixed Rate
|
|
Receive Floating Rate
|
|
Floating Rate Reset Terms
|
|||
June 9, 2019
|
|
$
|
50.0
|
|
|
0.8725
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
June 24, 2019
|
|
$
|
50.0
|
|
|
0.7265
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
April 29, 2021
|
|
$
|
25.0
|
|
|
1.0650
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
April 29, 2021
|
|
$
|
25.0
|
|
|
0.9260
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
August 3, 2022
|
|
$
|
122.5
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
|
Fair Value at July 29, 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
|
|
—
|
|
|
$
|
2,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(5,917
|
)
|
|
—
|
|
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Long term debt, including current portion
|
|
$
|
161,991
|
|
|
$
|
169,058
|
|
|
$
|
173,593
|
|
|
$
|
182,790
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
Fiscal Year
|
|
(In thousands)
|
||
2018
|
|
$
|
63,212
|
|
2019
|
|
55,353
|
|
|
2020
|
|
44,223
|
|
|
2021
|
|
28,726
|
|
|
2022
|
|
25,334
|
|
|
2023 and thereafter
|
|
38,443
|
|
|
|
|
$
|
255,291
|
|
11.
|
RETIREMENT PLANS
|
Fiscal Year
|
|
(In thousands)
|
||
2018
|
|
$
|
1,067
|
|
2019
|
|
1,146
|
|
|
2020
|
|
940
|
|
|
2021
|
|
787
|
|
|
2022
|
|
696
|
|
|
2023 and thereafter
|
|
3,070
|
|
|
|
|
$
|
7,706
|
|
12.
|
INCOME TAXES
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Fiscal year ended July 29, 2017
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
70,669
|
|
|
$
|
(1,874
|
)
|
|
$
|
68,795
|
|
State & Local
|
14,653
|
|
|
(82
|
)
|
|
14,571
|
|
|||
Foreign
|
837
|
|
|
65
|
|
|
902
|
|
|||
|
$
|
86,159
|
|
|
$
|
(1,891
|
)
|
|
$
|
84,268
|
|
Fiscal year ended July 30, 2016
|
|
|
|
|
|
|
|
|
|||
U.S. Federal
|
$
|
57,157
|
|
|
$
|
11,383
|
|
|
$
|
68,540
|
|
State & Local
|
12,718
|
|
|
1,310
|
|
|
14,028
|
|
|||
Foreign
|
101
|
|
|
(213
|
)
|
|
(112
|
)
|
|||
|
$
|
69,976
|
|
|
$
|
12,480
|
|
|
$
|
82,456
|
|
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
|
||||||||||
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
||||||
|
(In thousands)
|
||||||||||
Computed "expected" tax expense
|
$
|
75,048
|
|
|
$
|
72,878
|
|
|
$
|
80,419
|
|
State and local income tax, net of Federal income tax benefit
|
9,694
|
|
|
9,412
|
|
|
10,547
|
|
|||
Non-deductible expenses
|
1,951
|
|
|
1,549
|
|
|
1,551
|
|
|||
Tax effect of share-based compensation
|
29
|
|
|
86
|
|
|
165
|
|
|||
General business credits
|
(915
|
)
|
|
(135
|
)
|
|
(365
|
)
|
|||
Other, net
|
(1,539
|
)
|
|
(1,334
|
)
|
|
(1,282
|
)
|
|||
Total income tax expense
|
$
|
84,268
|
|
|
$
|
82,456
|
|
|
$
|
91,035
|
|
|
July 29,
2017 |
|
July 30,
2016 |
|
August 1,
2015 |
||||||
|
(In thousands)
|
||||||||||
Income tax expense
|
$
|
84,268
|
|
|
$
|
82,456
|
|
|
$
|
91,035
|
|
Stockholders' equity, difference between compensation expense for tax purposes and amounts recognized for financial statement purposes
|
1,320
|
|
|
83
|
|
|
(2,746
|
)
|
|||
Other comprehensive income
|
3,222
|
|
|
(2,050
|
)
|
|
(293
|
)
|
|||
|
$
|
88,810
|
|
|
$
|
80,489
|
|
|
$
|
87,996
|
|
|
July 29,
2017 |
|
July 30,
2016 |
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventories, principally due to additional costs inventoried for tax purposes
|
$
|
9,416
|
|
|
$
|
10,682
|
|
Compensation and benefits related
|
35,482
|
|
|
25,453
|
|
||
Accounts receivable, principally due to allowances for uncollectible accounts
|
5,639
|
|
|
4,734
|
|
||
Accrued expenses
|
4,466
|
|
|
7,519
|
|
||
Net operating loss carryforwards
|
940
|
|
|
1,059
|
|
||
Interest rate swap agreements
|
—
|
|
|
2,343
|
|
||
Other deferred tax assets
|
—
|
|
|
29
|
|
||
Total gross deferred tax assets
|
55,943
|
|
|
51,819
|
|
||
Less valuation allowance
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
$
|
55,943
|
|
|
$
|
51,819
|
|
Deferred tax liabilities:
|
|
|
|
||||
Plant and equipment, principally due to differences in depreciation
|
$
|
59,414
|
|
|
$
|
62,030
|
|
Intangible assets
|
53,633
|
|
|
48,996
|
|
||
Interest rate swap agreements
|
876
|
|
|
—
|
|
||
Other
|
218
|
|
|
785
|
|
||
Total deferred tax liabilities
|
114,141
|
|
|
111,811
|
|
||
Net deferred tax liabilities
|
$
|
(58,198
|
)
|
|
$
|
(59,992
|
)
|
Current deferred income tax assets
|
$
|
40,635
|
|
|
$
|
35,228
|
|
Non-current deferred income tax liabilities
|
(98,833
|
)
|
|
(95,220
|
)
|
||
|
$
|
(58,198
|
)
|
|
$
|
(59,992
|
)
|
13.
|
BUSINESS SEGMENTS
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated (Income)/
Expenses
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Fiscal year ended July 29, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
9,210,815
|
|
|
$
|
232,192
|
|
|
$
|
(168,536
|
)
|
|
$
|
—
|
|
|
$
|
9,274,471
|
|
Restructuring and asset impairment expenses
|
2,922
|
|
|
3,942
|
|
|
—
|
|
|
—
|
|
|
6,864
|
|
|||||
Operating income (loss)
|
247,419
|
|
|
(21,857
|
)
|
|
463
|
|
|
—
|
|
|
226,025
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
17,114
|
|
|
17,114
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
|
(360
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,152
|
)
|
|
(5,152
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
214,423
|
|
|||||
Depreciation and amortization
|
83,063
|
|
|
2,988
|
|
|
—
|
|
|
—
|
|
|
86,051
|
|
|||||
Capital expenditures
|
53,328
|
|
|
2,784
|
|
|
—
|
|
|
—
|
|
|
56,112
|
|
|||||
Goodwill
|
353,234
|
|
|
18,025
|
|
|
—
|
|
|
—
|
|
|
371,259
|
|
|||||
Total assets
|
2,724,069
|
|
|
203,154
|
|
|
(40,660
|
)
|
|
—
|
|
|
2,886,563
|
|
|||||
Fiscal year ended July 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
8,395,821
|
|
|
238,691
|
|
|
(164,226
|
)
|
|
—
|
|
|
8,470,286
|
|
|||||
Restructuring and asset impairment expenses
|
2,811
|
|
|
2,741
|
|
|
—
|
|
|
—
|
|
|
5,552
|
|
|||||
Operating income (loss)
|
228,476
|
|
|
(3,488
|
)
|
|
(879
|
)
|
|
—
|
|
|
224,109
|
|
|||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
16,259
|
|
|
16,259
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,115
|
)
|
|
(1,115
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
743
|
|
|
743
|
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
208,222
|
|
|||||
Depreciation and amortization
|
68,278
|
|
|
2,728
|
|
|
—
|
|
|
—
|
|
|
71,006
|
|
|||||
Capital expenditures
|
39,464
|
|
|
1,911
|
|
|
—
|
|
|
—
|
|
|
41,375
|
|
|||||
Goodwill
|
348,143
|
|
|
18,025
|
|
|
—
|
|
|
—
|
|
|
366,168
|
|
|||||
Total assets
|
2,672,620
|
|
|
201,603
|
|
|
(22,068
|
)
|
|
—
|
|
|
2,852,155
|
|
|||||
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)
|
234,525
|
|
|
8,394
|
|
|
(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
|
|
14.
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
||||||||||
|
(In thousands except per share data)
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,278,364
|
|
|
$
|
2,285,518
|
|
|
$
|
2,369,556
|
|
|
$
|
2,341,033
|
|
|
$
|
9,274,471
|
|
|
Gross profit
|
349,016
|
|
|
344,945
|
|
|
366,361
|
|
|
368,599
|
|
|
1,428,921
|
|
|
|||||
Income before income taxes
|
48,533
|
|
|
42,028
|
|
|
60,325
|
|
|
63,537
|
|
|
214,423
|
|
|
|||||
Net income
|
29,217
|
|
|
25,482
|
|
|
36,587
|
|
|
38,869
|
|
|
130,155
|
|
|
|||||
Per common share income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.72
|
|
|
$
|
0.77
|
|
|
$
|
2.57
|
|
|
Diluted:
|
$
|
0.58
|
|
|
$
|
0.50
|
|
|
$
|
0.72
|
|
|
$
|
0.76
|
|
|
$
|
2.56
|
|
|
Weighted average basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,475
|
|
|
50,587
|
|
|
50,601
|
|
|
50,617
|
|
|
50,570
|
|
|
|||||
Weighted average diluted
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares outstanding
|
50,599
|
|
|
50,755
|
|
|
50,801
|
|
|
50,947
|
|
|
50,775
|
|
|
|||||
Market Price
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
50.06
|
|
|
$
|
49.39
|
|
|
$
|
45.99
|
|
|
$
|
42.38
|
|
|
$
|
50.06
|
|
|
Low
|
$
|
38.55
|
|
|
$
|
40.81
|
|
|
$
|
39.47
|
|
|
$
|
34.60
|
|
|
$
|
34.60
|
|
|
|
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
|
|
|
•
|
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
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the second column)
|
|
||||
Plans approved by stockholders
|
|
1,598,800
|
|
(1)
|
$
|
49.52
|
|
(1)
|
1,389,248
|
|
(2)
|
Plans not approved by stockholders
|
|
69,549
|
|
(3)
|
—
|
|
(3)
|
—
|
|
|
|
Total
|
|
1,668,349
|
|
|
$
|
49.52
|
|
|
1,389,248
|
|
|
(1)
|
Includes
944,997
restricted stock units under the 2012 Plan,
252,290
performance-based restricted stock units under the 2012 Plan and
130,457
stock options under the 2012 Plan,
72,824
restricted stock units under the 2004 Plan,
80,070
stock options under the 2004 Plan and
118,162
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.
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
10.1**
|
|
|
10.2**
|
|
|
10.3**
|
|
|
10.4**
|
|
|
10.5**
|
|
|
10.6**
|
|
|
10.7**
|
|
|
10.8**
|
|
Exhibit No.
|
|
Description
|
10.9**
|
|
|
10.10**
|
|
|
10.11**
|
|
|
10.12**
|
|
|
10.13**
|
|
|
10.14**
|
|
|
10.15**
|
|
|
10.16**
|
|
|
10.17**
|
|
|
10.18**
|
|
|
Exhibit No.
|
|
Description
|
10.19**
|
|
|
10.20**
|
|
|
10.21**
|
|
|
10.22**
|
|
|
10.23**
|
|
|
10.24**
|
|
|
10.25**
|
|
|
10.26**
|
|
|
10.27**
|
|
|
10.28**
|
|
|
10.29**
|
|
|
10.30
|
|
|
10.31
|
|
|
Exhibit No.
|
|
Description
|
10.32
|
|
|
10.33**
|
|
|
10.34**
|
|
|
10.35**
|
|
|
10.36**
|
|
|
10.37
|
|
|
10.38+
|
|
|
10.39+
|
|
|
10.40+
|
|
|
10.41+
|
|
|
10.42
|
|
|
10.43 **
|
|
|
10.44**
|
|
|
10.45**
|
|
Exhibit No.
|
|
Description
|
10.46**
|
|
|
10.47
|
|
|
10.48
|
|
|
10.49
|
|
|
10.50
|
|
|
10.51
|
|
|
10.52**
|
|
|
10.53**
|
|
|
10.54**
|
|
|
10.55**
|
|
|
10.56**
|
|
|
10.57**
|
|
|
10.58**
|
|
|
10.59* **
|
|
|
10.60* **
|
|
|
10.61* **
|
|
|
21*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101*
|
|
The following materials from the United Natural Foods, Inc.'s Annual Report on Form 10-K for the fiscal year ended July 29, 2017, 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.
|
|
|
UNITED NATURAL FOODS, INC.
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
|
Michael P. Zechmeister
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
Dated: September 26, 2017
|
Name
|
|
Title
|
|
Date
|
/s/ STEVEN L. SPINNER
|
|
President, Chief Executive Officer and Chairman (Principal Executive Officer)
|
|
September 26, 2017
|
Steven L. Spinner
|
|
|
|
|
/s/ MICHAEL P. ZECHMEISTER
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
September 26, 2017
|
Michael P. Zechmeister
|
|
|
|
|
/s/ ERIC F. ARTZ
|
|
Director
|
|
September 26, 2017
|
Eric F. Artz
|
|
|
|
|
/s/ ANN TORRE BATES
|
|
Director
|
|
September 26, 2017
|
Ann Torre Bates
|
|
|
|
|
/s/ DENISE M. CLARK
|
|
Director
|
|
September 26, 2017
|
Denise M. Clark
|
|
|
|
|
/s/ DAPHNE J. DUFRESNE
|
|
Director
|
|
September 26, 2017
|
Daphne J. Dufresne
|
|
|
|
|
/s/ MICHAEL S. FUNK
|
|
Director
|
|
September 26, 2017
|
Michael S. Funk
|
|
|
|
|
/s/ JAMES P. HEFFERNAN
|
|
Director
|
|
September 26, 2017
|
James P. Heffernan
|
|
|
|
|
/s/ PETER A. ROY
|
|
Director
|
|
September 26, 2017
|
Peter A. Roy
|
|
|
|
(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)
|
Participant
, solely for purposes of this Agreement, means the employee designated above.
|
(b)
|
Performance Criteria
means the performance targets related to one or more performance goals specified in Section 4 of this Agreement.
|
(c)
|
Performance Period
means the period beginning on July 30, 2017 and ending on August 3, 2019.
|
(d)
|
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/ORGANIZATION
|
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
|
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
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying 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):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ STEVEN L. SPINNER
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Steven L. Spinner
Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of United Natural Foods, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying 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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
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.
|
|
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/s/ MICHAEL P. ZECHMEISTER
|
|
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Michael P. Zechmeister
Chief Financial Officer
|
|
|
/s/ STEVEN L. SPINNER
|
|
|
Steven L. Spinner
Chief Executive Officer
|
|
|
September 26, 2017
|
|
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/s/ MICHAEL P. ZECHMEISTER
|
|
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Michael P. Zechmeister
Chief Financial Officer
|
|
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September 26, 2017
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