|
Delaware
|
|
05-0376157
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
|
|
|
|
313 Iron Horse Way,
|
Providence,
|
Rhode Island
|
|
02908
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common stock, par value $0.01
|
UNFI
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 1,
2020 |
|
August 3,
2019 |
||||
ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
40,064
|
|
|
$
|
42,350
|
|
Accounts receivable, net
|
|
1,074,941
|
|
|
1,065,699
|
|
||
Inventories
|
|
2,134,905
|
|
|
2,089,416
|
|
||
Prepaid expenses and other current assets
|
|
224,174
|
|
|
226,727
|
|
||
Current assets of discontinued operations
|
|
145,369
|
|
|
143,729
|
|
||
Total current assets
|
|
3,619,453
|
|
|
3,567,921
|
|
||
Property and equipment, net
|
|
1,470,704
|
|
|
1,639,259
|
|
||
Operating lease assets
|
|
1,061,946
|
|
|
—
|
|
||
Goodwill
|
|
19,734
|
|
|
442,256
|
|
||
Intangible assets, net
|
|
978,170
|
|
|
1,041,058
|
|
||
Deferred income taxes
|
|
96,044
|
|
|
31,087
|
|
||
Other assets
|
|
108,470
|
|
|
107,319
|
|
||
Long-term assets of discontinued operations
|
|
327,905
|
|
|
352,065
|
|
||
Total assets
|
|
$
|
7,682,426
|
|
|
$
|
7,180,965
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
1,462,843
|
|
|
$
|
1,476,857
|
|
Accrued expenses and other current liabilities
|
|
245,800
|
|
|
249,426
|
|
||
Accrued compensation and benefits
|
|
164,112
|
|
|
148,296
|
|
||
Current portion of operating lease liabilities
|
|
131,315
|
|
|
—
|
|
||
Current portion of long-term debt and finance lease liabilities
|
|
32,218
|
|
|
112,103
|
|
||
Current liabilities of discontinued operations
|
|
122,761
|
|
|
122,265
|
|
||
Total current liabilities
|
|
2,159,049
|
|
|
2,108,947
|
|
||
Long-term debt
|
|
2,917,131
|
|
|
2,819,050
|
|
||
Long-term operating lease liabilities
|
|
967,933
|
|
|
—
|
|
||
Long-term finance lease liabilities
|
|
56,799
|
|
|
108,208
|
|
||
Pension and other postretirement benefit obligations
|
|
205,651
|
|
|
237,266
|
|
||
Deferred income taxes
|
|
1,041
|
|
|
1,042
|
|
||
Other long-term liabilities
|
|
275,082
|
|
|
393,595
|
|
||
Long-term liabilities of discontinued operations
|
|
646
|
|
|
1,923
|
|
||
Total liabilities
|
|
6,583,332
|
|
|
5,670,031
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
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; 54,175 shares issued and 53,560 shares outstanding at February 1, 2020; 53,501 shares issued and 52,886 shares outstanding at August 3, 2019
|
|
542
|
|
|
535
|
|
||
Additional paid-in capital
|
|
535,900
|
|
|
530,801
|
|
||
Treasury stock at cost
|
|
(24,231
|
)
|
|
(24,231
|
)
|
||
Accumulated other comprehensive loss
|
|
(108,420
|
)
|
|
(108,953
|
)
|
||
Retained earnings
|
|
698,269
|
|
|
1,115,519
|
|
||
Total United Natural Foods, Inc. stockholders’ equity
|
|
1,102,060
|
|
|
1,513,671
|
|
||
Noncontrolling interests
|
|
(2,966
|
)
|
|
(2,737
|
)
|
||
Total stockholders' equity
|
|
1,099,094
|
|
|
1,510,934
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
7,682,426
|
|
|
$
|
7,180,965
|
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
|
February 1,
2020 |
|
January 26,
2019 |
|
February 1,
2020 |
|
January 26,
2019 |
||||||||
Net sales
|
|
$
|
6,137,604
|
|
|
$
|
6,149,206
|
|
|
$
|
12,157,189
|
|
|
$
|
9,017,362
|
|
Cost of sales
|
|
5,362,144
|
|
|
5,387,423
|
|
|
10,610,687
|
|
|
7,843,248
|
|
||||
Gross profit
|
|
775,460
|
|
|
761,783
|
|
|
1,546,502
|
|
|
1,174,114
|
|
||||
Operating expenses
|
|
750,845
|
|
|
751,922
|
|
|
1,526,259
|
|
|
1,115,087
|
|
||||
Goodwill and asset impairment charges
|
|
—
|
|
|
370,871
|
|
|
425,405
|
|
|
370,871
|
|
||||
Restructuring, acquisition and integration related expenses
|
|
29,686
|
|
|
47,125
|
|
|
43,936
|
|
|
115,129
|
|
||||
Operating loss
|
|
(5,071
|
)
|
|
(408,135
|
)
|
|
(449,098
|
)
|
|
(426,973
|
)
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
||||||
Net periodic benefit income, excluding service cost
|
|
(3,277
|
)
|
|
(10,906
|
)
|
|
(14,661
|
)
|
|
(11,750
|
)
|
||||
Interest expense, net
|
|
48,621
|
|
|
58,707
|
|
|
98,139
|
|
|
66,232
|
|
||||
Other, net
|
|
(520
|
)
|
|
(824
|
)
|
|
(566
|
)
|
|
(727
|
)
|
||||
Total other expense, net
|
|
44,824
|
|
|
46,977
|
|
|
82,912
|
|
|
53,755
|
|
||||
Loss from continuing operations before income taxes
|
|
(49,895
|
)
|
|
(455,112
|
)
|
|
(532,010
|
)
|
|
(480,728
|
)
|
||||
Benefit for income taxes
|
|
(17,728
|
)
|
|
(91,809
|
)
|
|
(91,481
|
)
|
|
(96,064
|
)
|
||||
Net loss from continuing operations
|
|
(32,167
|
)
|
|
(363,303
|
)
|
|
(440,529
|
)
|
|
(384,664
|
)
|
||||
Income from discontinued operations, net of tax
|
|
2,107
|
|
|
21,407
|
|
|
27,061
|
|
|
23,477
|
|
||||
Net loss including noncontrolling interests
|
|
(30,060
|
)
|
|
(341,896
|
)
|
|
(413,468
|
)
|
|
(361,187
|
)
|
||||
Less net (income) loss attributable to noncontrolling interests
|
|
(650
|
)
|
|
171
|
|
|
(1,169
|
)
|
|
168
|
|
||||
Net loss attributable to United Natural Foods, Inc.
|
|
$
|
(30,710
|
)
|
|
$
|
(341,725
|
)
|
|
$
|
(414,637
|
)
|
|
$
|
(361,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.60
|
)
|
|
$
|
(7.15
|
)
|
|
$
|
(8.25
|
)
|
|
$
|
(7.59
|
)
|
Discontinued operations
|
|
$
|
0.03
|
|
|
$
|
0.42
|
|
|
$
|
0.49
|
|
|
$
|
0.46
|
|
Basic loss per share
|
|
$
|
(0.57
|
)
|
|
$
|
(6.72
|
)
|
|
$
|
(7.77
|
)
|
|
$
|
(7.12
|
)
|
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.60
|
)
|
|
$
|
(7.15
|
)
|
|
$
|
(8.25
|
)
|
|
$
|
(7.59
|
)
|
Discontinued operations
|
|
$
|
0.03
|
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.46
|
|
Diluted loss per share
|
|
$
|
(0.57
|
)
|
|
$
|
(6.72
|
)
|
|
$
|
(7.77
|
)
|
|
$
|
(7.12
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
53,523
|
|
|
50,815
|
|
|
53,368
|
|
|
50,699
|
|
||||
Diluted
|
|
53,523
|
|
|
50,815
|
|
|
53,368
|
|
|
50,699
|
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
|
February 1,
2020 |
|
January 26,
2019 |
|
February 1,
2020 |
|
January 26,
2019 |
||||||||
Net loss including noncontrolling interests
|
|
$
|
(30,060
|
)
|
|
$
|
(341,896
|
)
|
|
$
|
(413,468
|
)
|
|
$
|
(361,187
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Recognition of pension and other postretirement benefit obligations, net of tax(1)
|
|
7,370
|
|
|
—
|
|
|
7,942
|
|
|
—
|
|
||||
Recognition of interest rate swap cash flow hedges, net of tax(2)
|
|
(3,752
|
)
|
|
(10,898
|
)
|
|
(7,433
|
)
|
|
(10,702
|
)
|
||||
Foreign currency translation adjustments
|
|
(347
|
)
|
|
(310
|
)
|
|
24
|
|
|
(982
|
)
|
||||
Total other comprehensive income (loss)
|
|
3,271
|
|
|
(11,208
|
)
|
|
533
|
|
|
(11,684
|
)
|
||||
Less comprehensive (income) loss attributable to noncontrolling interests
|
|
(650
|
)
|
|
171
|
|
|
(1,169
|
)
|
|
168
|
|
||||
Total comprehensive loss attributable to United Natural Foods, Inc.
|
|
$
|
(27,439
|
)
|
|
$
|
(352,933
|
)
|
|
$
|
(414,104
|
)
|
|
$
|
(372,703
|
)
|
(1)
|
Amounts are net of tax (benefit) expense of $2.4 million, $0.0 million, $2.6 million and $0.0 million, respectively.
|
(2)
|
Amounts are net of tax (benefit) expense of $(1.3) million, $(3.9) million, $(2.5) million and $(4.0) million, respectively.
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained Earnings
|
|
Total United Natural Foods, Inc.
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances at November 2, 2019
|
54,121
|
|
|
$
|
541
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
532,958
|
|
|
$
|
(111,691
|
)
|
|
$
|
728,979
|
|
|
$
|
1,126,556
|
|
|
$
|
(3,316
|
)
|
|
$
|
1,123,240
|
|
Restricted stock vestings and stock option exercises
|
19
|
|
|
1
|
|
|
|
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
(53
|
)
|
|
|
|
(53
|
)
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
2,704
|
|
|
|
|
|
|
|
|
2,704
|
|
|
|
|
2,704
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
3,271
|
|
|
|
|
3,271
|
|
|
|
|
3,271
|
|
|||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(300
|
)
|
|
(300
|
)
|
|||||||||||||||
Proceeds from issuance of common stock, net
|
35
|
|
|
|
|
|
|
|
|
|
292
|
|
|
|
|
|
|
292
|
|
|
|
|
292
|
|
|||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,710
|
)
|
|
(30,710
|
)
|
|
650
|
|
|
(30,060
|
)
|
||||||||||
Balances at February 1, 2020
|
54,175
|
|
|
$
|
542
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
535,900
|
|
|
$
|
(108,420
|
)
|
|
$
|
698,269
|
|
|
$
|
1,102,060
|
|
|
$
|
(2,966
|
)
|
|
$
|
1,099,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balances at October 27, 2018
|
51,426
|
|
|
$
|
514
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
489,103
|
|
|
$
|
(14,655
|
)
|
|
$
|
1,381,215
|
|
|
$
|
1,831,946
|
|
|
$
|
(1,630
|
)
|
|
$
|
1,830,316
|
|
Restricted stock vestings and stock option exercises
|
7
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
(11
|
)
|
||||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
6,422
|
|
|
|
|
|
|
|
|
6,422
|
|
|
|
|
6,422
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(11,208
|
)
|
|
|
|
(11,208
|
)
|
|
|
|
(11,208
|
)
|
|||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(255
|
)
|
|
(255
|
)
|
||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(341,725
|
)
|
|
(341,725
|
)
|
|
(171
|
)
|
|
(341,896
|
)
|
||||||||||||||
Balances at January 26, 2019
|
51,433
|
|
|
$
|
514
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
495,514
|
|
|
$
|
(25,863
|
)
|
|
$
|
1,039,490
|
|
|
$
|
1,485,424
|
|
|
$
|
(2,056
|
)
|
|
$
|
1,483,368
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained Earnings
|
|
Total
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders’ Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balances at August 3, 2019
|
53,501
|
|
|
$
|
535
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
530,801
|
|
|
$
|
(108,953
|
)
|
|
$
|
1,115,519
|
|
|
$
|
1,513,671
|
|
|
$
|
(2,737
|
)
|
|
$
|
1,510,934
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,613
|
)
|
|
(2,613
|
)
|
|
|
|
(2,613
|
)
|
||||||||||||
Restricted stock vestings and stock option exercises
|
443
|
|
|
5
|
|
|
|
|
|
|
(877
|
)
|
|
|
|
|
|
|
|
(872
|
)
|
|
|
|
(872
|
)
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
|
3,951
|
|
|
|
|
|
|
|
|
3,951
|
|
|
|
|
3,951
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
533
|
|
|
|
|
|
533
|
|
|
|
|
533
|
|
||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1,398
|
)
|
|
(1,398
|
)
|
|||||||||||||||
Proceeds from issuance of common stock, net
|
231
|
|
|
2
|
|
|
|
|
|
|
2,025
|
|
|
|
|
|
|
2,027
|
|
|
|
|
2,027
|
|
|||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(414,637
|
)
|
|
(414,637
|
)
|
|
1,169
|
|
|
(413,468
|
)
|
||||||||||
Balances at February 1, 2020
|
54,175
|
|
|
$
|
542
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
535,900
|
|
|
$
|
(108,420
|
)
|
|
$
|
698,269
|
|
|
$
|
1,102,060
|
|
|
$
|
(2,966
|
)
|
|
$
|
1,099,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balances at July 28, 2018
|
51,025
|
|
|
510
|
|
|
615
|
|
|
(24,231
|
)
|
|
483,623
|
|
|
(14,179
|
)
|
|
1,400,232
|
|
|
1,845,955
|
|
|
—
|
|
|
1,845,955
|
|
||||||||
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
277
|
|
|
277
|
|
|
|
|
277
|
|
|||||||||||||
Restricted stock vestings and stock option exercises, net of tax
|
408
|
|
|
4
|
|
|
|
|
|
|
(3,023
|
)
|
|
|
|
|
|
|
|
(3,019
|
)
|
|
|
|
(3,019
|
)
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
|
|
|
14,511
|
|
|
|
|
|
|
14,511
|
|
|
|
|
14,511
|
|
|||||||||||||||
Other/share-based compensation
|
|
|
|
|
|
|
|
|
403
|
|
|
|
|
|
|
403
|
|
|
|
|
403
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(11,684
|
)
|
|
|
|
(11,684
|
)
|
|
|
|
(11,684
|
)
|
|||||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1,888
|
)
|
|
(1,888
|
)
|
||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(361,019
|
)
|
|
(361,019
|
)
|
|
(168
|
)
|
|
(361,187
|
)
|
|||||||||||||
Balances at January 26, 2019
|
51,433
|
|
|
$
|
514
|
|
|
615
|
|
|
$
|
(24,231
|
)
|
|
$
|
495,514
|
|
|
$
|
(25,863
|
)
|
|
$
|
1,039,490
|
|
|
$
|
1,485,424
|
|
|
$
|
(2,056
|
)
|
|
$
|
1,483,368
|
|
|
|
26-Week Period Ended
|
||||||
(In thousands)
|
|
February 1,
2020 |
|
January 26,
2019 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net loss including noncontrolling interests
|
|
$
|
(413,468
|
)
|
|
$
|
(361,187
|
)
|
Income from discontinued operations, net of tax
|
|
27,061
|
|
|
23,477
|
|
||
Net loss from continuing operations
|
|
(440,529
|
)
|
|
(384,664
|
)
|
||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
144,360
|
|
|
97,993
|
|
||
Share-based compensation
|
|
3,951
|
|
|
14,511
|
|
||
Loss (gain) on disposition of assets
|
|
1,269
|
|
|
(60
|
)
|
||
Closed property and other restructuring charges
|
|
16,907
|
|
|
20,701
|
|
||
Goodwill and asset impairment charges
|
|
425,405
|
|
|
370,871
|
|
||
Net pension and other postretirement benefit income
|
|
(14,633
|
)
|
|
(11,750
|
)
|
||
Deferred income tax benefit
|
|
(60,260
|
)
|
|
(65,605
|
)
|
||
LIFO charge
|
|
12,943
|
|
|
6,265
|
|
||
Provision for doubtful accounts
|
|
45,503
|
|
|
7,958
|
|
||
Loss on debt extinguishment
|
|
73
|
|
|
2,117
|
|
||
Non-cash interest expense
|
|
7,393
|
|
|
4,298
|
|
||
Changes in operating assets and liabilities, net of acquired businesses
|
|
(151,247
|
)
|
|
(62,679
|
)
|
||
Net cash used in operating activities of continuing operations
|
|
(8,865
|
)
|
|
(44
|
)
|
||
Net cash provided by operating activities of discontinued operations
|
|
47,947
|
|
|
25,910
|
|
||
Net cash provided by operating activities
|
|
39,082
|
|
|
25,866
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(84,627
|
)
|
|
(80,137
|
)
|
||
Purchases of acquired businesses, net of cash acquired
|
|
—
|
|
|
(2,281,934
|
)
|
||
Proceeds from dispositions of assets
|
|
11,737
|
|
|
168,274
|
|
||
Payments for long-term investment
|
|
(162
|
)
|
|
(110
|
)
|
||
Payments of company owned life insurance premiums
|
|
(1,310
|
)
|
|
—
|
|
||
Other
|
|
—
|
|
|
363
|
|
||
Net cash used in investing activities of continuing operations
|
|
(74,362
|
)
|
|
(2,193,544
|
)
|
||
Net cash provided by investing activities of discontinued operations
|
|
16,677
|
|
|
44,263
|
|
||
Net cash used in investing activities
|
|
(57,685
|
)
|
|
(2,149,281
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Proceeds from borrowings of long-term debt
|
|
2,050
|
|
|
1,905,000
|
|
||
Proceeds from borrowings under revolving credit line
|
|
2,269,989
|
|
|
2,698,604
|
|
||
Repayments of borrowings under revolving credit line
|
|
(2,162,821
|
)
|
|
(1,666,600
|
)
|
||
Repayments of long-term debt and finance leases
|
|
(93,326
|
)
|
|
(713,366
|
)
|
||
Proceeds from the issuance of common stock and exercise of stock options
|
|
2,027
|
|
|
118
|
|
||
Payment of employee restricted stock tax withholdings
|
|
(872
|
)
|
|
(3,141
|
)
|
||
Payments for debt issuance costs
|
|
—
|
|
|
(64,519
|
)
|
||
Net cash provided by financing activities of continuing operations
|
|
17,047
|
|
|
2,156,096
|
|
||
Net cash used in financing activities of discontinued operations
|
|
(1,398
|
)
|
|
(254
|
)
|
||
Net cash provided by financing activities
|
|
15,649
|
|
|
2,155,842
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
|
19
|
|
|
(1,868
|
)
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(2,935
|
)
|
|
30,559
|
|
||
Cash and cash equivalents, at beginning of period
|
|
45,263
|
|
|
23,315
|
|
||
Cash and cash equivalents at end of period
|
|
42,328
|
|
|
53,874
|
|
||
Less: cash and cash equivalents of discontinued operations
|
|
(2,264
|
)
|
|
(4,359
|
)
|
||
Cash and cash equivalents
|
|
$
|
40,064
|
|
|
$
|
49,515
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
94,010
|
|
|
$
|
66,016
|
|
Cash (refunds) payments for federal and state income taxes, net
|
|
$
|
(24,376
|
)
|
|
$
|
13,449
|
|
|
|
Balance at August 3, 2019
|
|
Adjustments due to adoption of the new lease guidance
|
|
Adjusted Balance at August 4, 2019
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
226,727
|
|
|
$
|
(14,733
|
)
|
|
$
|
211,994
|
|
Property and equipment, net
|
|
1,639,259
|
|
|
(142,541
|
)
|
|
1,496,718
|
|
|||
Operating lease assets
|
|
—
|
|
|
1,059,473
|
|
|
1,059,473
|
|
|||
Intangible assets, net
|
|
1,041,058
|
|
|
(17,671
|
)
|
|
1,023,387
|
|
|||
Deferred income taxes
|
|
$
|
31,087
|
|
|
1,052
|
|
|
$
|
32,139
|
|
|
Total increase to assets
|
|
|
|
$
|
885,580
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Accrued expense and other current liabilities
|
|
$
|
249,426
|
|
|
$
|
(7,260
|
)
|
|
$
|
242,166
|
|
Current portion of operating lease liabilities
|
|
—
|
|
|
137,741
|
|
|
137,741
|
|
|||
Current portion of long-term debt and finance lease liabilities
|
|
112,103
|
|
|
(6,936
|
)
|
|
105,167
|
|
|||
Long-term operating lease liabilities
|
|
—
|
|
|
936,728
|
|
|
936,728
|
|
|||
Long-term finance lease obligations
|
|
108,208
|
|
|
(37,565
|
)
|
|
70,643
|
|
|||
Other long-term liabilities
|
|
393,595
|
|
|
(134,515
|
)
|
|
259,080
|
|
|||
Total stockholders’ equity
|
|
$
|
1,510,934
|
|
|
(2,613
|
)
|
|
$
|
1,508,321
|
|
|
Total increase to liabilities and stockholders’ equity
|
|
|
|
$
|
885,580
|
|
|
|
•
|
Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of Whole Foods Market.
|
•
|
Supermarkets, which include accounts that also carry conventional products, and include chain accounts, supermarket independents, and gourmet and ethnic specialty stores.
|
•
|
Independents, which include single store and chain accounts (excluding supernatural, as defined above), which carry primarily natural products and buying clubs of consumer groups joined to buy products.
|
•
|
Other, which includes conventional military business, international customers outside of Canada, as well as sales to Amazon.com, Inc., e-commerce, and foodservice
|
|
|
Net Sales for the 13-Week Period Ended
|
||||||||||||||
(in millions)
|
|
February 1, 2020
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supermarkets
|
|
$
|
3,879
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,879
|
|
Supernatural
|
|
1,210
|
|
|
—
|
|
|
—
|
|
|
1,210
|
|
||||
Independents
|
|
631
|
|
|
—
|
|
|
—
|
|
|
631
|
|
||||
Other
|
|
425
|
|
|
38
|
|
|
(45
|
)
|
|
418
|
|
||||
Total
|
|
$
|
6,145
|
|
|
$
|
38
|
|
|
$
|
(45
|
)
|
|
$
|
6,138
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Net Sales for the 13-Week Period Ended
|
||||||||||||||
(in millions)
|
|
January 26, 2019(1)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supermarkets
|
|
$
|
3,928
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,928
|
|
Supernatural
|
|
1,100
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
||||
Independents
|
|
675
|
|
|
—
|
|
|
—
|
|
|
675
|
|
||||
Other
|
|
428
|
|
|
57
|
|
|
(39
|
)
|
|
446
|
|
||||
Total
|
|
$
|
6,131
|
|
|
$
|
57
|
|
|
$
|
(39
|
)
|
|
$
|
6,149
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Net Sales for the 26-Week Period Ended
|
||||||||||||||
(in millions)
|
|
February 1, 2020(1)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supermarkets
|
|
$
|
7,648
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,648
|
|
Supernatural
|
|
2,321
|
|
|
—
|
|
|
—
|
|
|
$
|
2,321
|
|
|||
Independents
|
|
1,299
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
||||
Other
|
|
883
|
|
|
102
|
|
|
(96
|
)
|
|
889
|
|
||||
Total
|
|
$
|
12,151
|
|
|
$
|
102
|
|
|
$
|
(96
|
)
|
|
$
|
12,157
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Net Sales for the 26-Week Period Ended
|
||||||||||||||
(in millions)
|
|
January 26, 2019(1)
|
||||||||||||||
Customer Channel
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||
Supermarkets
|
|
$
|
4,858
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,858
|
|
Supernatural
|
|
2,127
|
|
|
—
|
|
|
—
|
|
|
2,127
|
|
||||
Independents
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
||||
Other
|
|
668
|
|
|
106
|
|
|
(76
|
)
|
|
698
|
|
||||
Total
|
|
$
|
8,987
|
|
|
$
|
106
|
|
|
$
|
(76
|
)
|
|
$
|
9,017
|
|
(1)
|
During the first quarter of fiscal 2020, the presentation of net sales by customer channel was adjusted to reflect reclassification of customer types resulting from management’s determination that a customer serviced by both Supervalu and legacy UNFI should be classified as a Supermarket customer given that customer’s operations. During the second quarter of fiscal 2020, the presentation of net sales by customer channel was adjusted to reflect conventional military sales within Other instead of Independents based on management’s determination to better reflect the focus of its ongoing business and the definition of customer channels above. There was no impact to the Condensed Consolidated Statements of Operations as a result of the reclassification of customer types. As a result of these adjustments, net sales to the Company’s Supermarkets channel for the second quarter of fiscal 2019 and for fiscal 2019 year-to-date increased approximately $26 million and $51 million, respectively, compared to the previously reported amounts, while net sales to the Other channel for the second quarter of fiscal 2019 and for fiscal 2019 year-to-date increased $109 million and $117 million, respectively, compared to previously reported amounts. Net sales to the Company’s Independents channel for the second quarter of fiscal 2019 and fiscal 2019 year-to-date decreased $135 million and $168 million, respectively, compared to the previously reported amounts. In addition, net sales to the Company’s Other channel for the first quarter of fiscal 2020 increased $90 million compared to the previously reported amounts, with an offsetting elimination to the Independents channel.
|
(in thousands)
|
|
February 1, 2020
|
|
August 3, 2019
|
||||
Customer accounts receivable
|
|
$
|
1,111,173
|
|
|
$
|
1,063,167
|
|
Allowance for uncollectible receivables
|
|
(59,724
|
)
|
|
(20,725
|
)
|
||
Other receivables, net
|
|
23,492
|
|
|
23,257
|
|
||
Accounts receivable, net
|
|
$
|
1,074,941
|
|
|
$
|
1,065,699
|
|
|
|
|
|
|
||||
Customer notes receivable, net, included within Prepaid expenses and other current assets
|
|
$
|
12,878
|
|
|
$
|
11,912
|
|
Long-term notes receivable, net, included within Other assets
|
|
$
|
24,344
|
|
|
$
|
34,408
|
|
(in thousands)
|
|
Final Acquisition Date Fair Values
|
||
Consideration:
|
|
|
||
Outstanding shares
|
|
$
|
1,258,450
|
|
Outstanding debt, excluding acquired senior notes
|
|
1,046,170
|
|
|
Equity-based awards
|
|
18,411
|
|
|
Total consideration
|
|
$
|
2,323,031
|
|
|
|
|
||
Fair value of assets acquired and liabilities assumed:
|
|
|
||
Cash and cash equivalents
|
|
$
|
25,102
|
|
Accounts receivable
|
|
552,381
|
|
|
Inventories
|
|
1,156,781
|
|
|
Prepaid expenses and other current assets
|
|
112,449
|
|
|
Current assets of discontinued operations
|
|
196,848
|
|
|
Property, plant and equipment
|
|
1,207,115
|
|
|
Goodwill
|
|
376,181
|
|
|
Intangible assets
|
|
918,103
|
|
|
Other assets
|
|
77,008
|
|
|
Long-term assets of discontinued operations
|
|
433,839
|
|
|
Accounts payable
|
|
(974,252
|
)
|
|
Current portion of long-term debt and finance lease obligations
|
|
(579,565
|
)
|
|
Other current liabilities
|
|
(331,693
|
)
|
|
Current liabilities of discontinued operations
|
|
(148,763
|
)
|
|
Long-term debt
|
|
(34,355
|
)
|
|
Long-term finance lease obligations
|
|
(103,289
|
)
|
|
Pension and other postretirement benefit obligations
|
|
(234,324
|
)
|
|
Deferred income taxes
|
|
(18,254
|
)
|
|
Other long-term liabilities
|
|
(308,516
|
)
|
|
Long-term liabilities of discontinued operations
|
|
(1,398
|
)
|
|
Noncontrolling interests
|
|
1,633
|
|
|
Total consideration
|
|
2,323,031
|
|
|
Less: Cash and cash equivalents(1)
|
|
(30,596
|
)
|
|
Total consideration, net of cash and cash equivalents acquired
|
|
$
|
2,292,435
|
|
(1)
|
Includes cash and cash equivalents acquired attributable to continuing operations and discontinued operations.
|
|
|
|
Final Acquisition Date Fair Values
|
||||||
(in thousands)
|
Estimated Useful Life
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||
Customer relationship assets
|
10–17 years
|
|
$
|
810,000
|
|
|
$
|
—
|
|
Favorable operating leases
|
1-19 years
|
|
21,629
|
|
|
—
|
|
||
Leases in place
|
1-8 years
|
|
10,474
|
|
|
—
|
|
||
Tradenames
|
2-9 years
|
|
66,000
|
|
|
17,000
|
|
||
Pharmacy prescription files
|
5-7 years
|
|
—
|
|
|
45,900
|
|
||
Non-compete agreement
|
2 years
|
|
10,000
|
|
|
—
|
|
||
Unfavorable operating leases
|
1-12 years
|
|
(21,754
|
)
|
|
—
|
|
||
Total
|
|
|
$
|
896,349
|
|
|
$
|
62,900
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||
(in thousands, except per share data)
|
January 27, 2018(2)
|
|
January 26, 2019(1)
|
|
January 27, 2018(2)
|
||||||
Net sales
|
$
|
6,159,106
|
|
|
$
|
12,134,176
|
|
|
$
|
12,056,161
|
|
Net loss from continuing operations
|
$
|
(25,388
|
)
|
|
$
|
(411,196
|
)
|
|
$
|
(34,349
|
)
|
Basic net loss continuing operations per share
|
$
|
(0.50
|
)
|
|
$
|
(8.11
|
)
|
|
$
|
(0.68
|
)
|
Diluted net loss from continuing operations per share
|
$
|
(0.50
|
)
|
|
$
|
(8.11
|
)
|
|
$
|
(0.68
|
)
|
(1)
|
Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018.
|
(2)
|
Includes 13 and 26 weeks of pro forma Supervalu results for the period ended December 2, 2017 and 6 and 19 weeks of pro forma Associated Grocers of Florida, Inc. results for the period ended November 4, 2017, which was acquired by Supervalu on December 8, 2017.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
(in thousands)
|
February 1, 2020
|
|
January 26, 2019
|
|
February 1, 2020
|
|
January 26, 2019
|
||||||||
2019 SUPERVALU INC. restructuring expenses
|
$
|
664
|
|
|
$
|
18,097
|
|
|
$
|
2,501
|
|
|
$
|
54,166
|
|
Acquisition and integration costs
|
15,411
|
|
|
9,481
|
|
|
24,705
|
|
|
41,416
|
|
||||
Closed property charges and costs
|
13,611
|
|
|
19,547
|
|
|
16,730
|
|
|
19,547
|
|
||||
Total
|
$
|
29,686
|
|
|
$
|
47,125
|
|
|
$
|
43,936
|
|
|
$
|
115,129
|
|
(in thousands)
|
2019 SUPERVALU INC.
|
|
2018 Earth Origins Market
|
|
2017 Cost Saving and Efficiency Initiatives
|
|
Total
|
||||||||
Balances at August 3, 2019
|
$
|
11,857
|
|
|
$
|
383
|
|
|
701
|
|
|
$
|
12,941
|
|
|
Restructuring program charge
|
2,501
|
|
|
—
|
|
|
—
|
|
|
2,501
|
|
||||
Cash payments
|
(9,799
|
)
|
|
—
|
|
|
—
|
|
|
(9,799
|
)
|
||||
Balances at February 1, 2020
|
$
|
4,559
|
|
|
$
|
383
|
|
|
$
|
701
|
|
|
$
|
5,643
|
|
|
|
|
|
|
|
|
|
||||||||
Cumulative program charges incurred from inception to date
|
$
|
76,915
|
|
|
$
|
2,219
|
|
|
$
|
6,864
|
|
|
$
|
85,998
|
|
(in thousands)
|
Wholesale
|
|
Other
|
|
Total
|
||||||
Goodwill as of August 3, 2019
|
$
|
432,103
|
|
(1)
|
$
|
10,153
|
|
(2)
|
$
|
442,256
|
|
Goodwill adjustment for prior fiscal year business combinations
|
1,424
|
|
|
—
|
|
|
1,424
|
|
|||
Impairment charges
|
(423,712
|
)
|
|
(293
|
)
|
|
(424,005
|
)
|
|||
Change in foreign exchange rates
|
59
|
|
|
—
|
|
|
59
|
|
|||
Goodwill as of February 1, 2020
|
$
|
9,874
|
|
(1)
|
$
|
9,860
|
|
(2)
|
$
|
19,734
|
|
(1)
|
Amounts are net of accumulated goodwill impairment charges of $292.8 million and $716.5 million as of August 3, 2019 and February 1, 2020, respectively.
|
(2)
|
Amounts are net of accumulated goodwill impairment charges of $9.3 million and $9.6 million as of August 3, 2019 and February 1, 2020.
|
|
February 1, 2020
|
|
August 3, 2019
|
||||||||||||||||||||
(in thousands)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
1,007,084
|
|
|
$
|
142,306
|
|
|
$
|
864,778
|
|
|
$
|
1,007,089
|
|
|
$
|
111,940
|
|
|
$
|
895,149
|
|
Non-compete agreements
|
12,900
|
|
|
8,881
|
|
|
4,019
|
|
|
12,900
|
|
|
6,237
|
|
|
6,663
|
|
||||||
Operating lease intangibles
|
10,482
|
|
|
1,481
|
|
|
9,001
|
|
|
32,103
|
|
|
2,209
|
|
|
29,894
|
|
||||||
Trademarks and tradenames
|
67,700
|
|
|
23,141
|
|
|
44,559
|
|
|
67,700
|
|
|
14,161
|
|
|
53,539
|
|
||||||
Total amortizing intangible assets
|
1,098,166
|
|
|
175,809
|
|
|
922,357
|
|
|
1,119,792
|
|
|
134,547
|
|
|
985,245
|
|
||||||
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks and tradenames
|
55,813
|
|
|
—
|
|
|
55,813
|
|
|
55,813
|
|
|
—
|
|
|
55,813
|
|
||||||
Intangible assets, net
|
$
|
1,153,979
|
|
|
$
|
175,809
|
|
|
$
|
978,170
|
|
|
$
|
1,175,605
|
|
|
$
|
134,547
|
|
|
$
|
1,041,058
|
|
Fiscal Year:
|
(In thousands)
|
||
Remaining fiscal 2020
|
$
|
42,774
|
|
2021
|
71,510
|
|
|
2022
|
65,893
|
|
|
2023
|
65,842
|
|
|
2024
|
66,054
|
|
|
2025 and thereafter
|
610,284
|
|
|
|
$
|
922,357
|
|
|
|
|
|
Fair Value at February 1, 2020
|
||||||||||
(In thousands)
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
216
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
Mutual funds
|
|
Other assets
|
|
$
|
1,731
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
22,679
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
64,540
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value at August 3, 2019
|
||||||||||
(in thousands)
|
|
Balance Sheet Location
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
389
|
|
|
$
|
—
|
|
Mutual funds
|
|
Prepaid expenses and other current assets
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
145
|
|
|
$
|
—
|
|
Mutual funds
|
|
Other assets
|
|
$
|
1,799
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps designated as hedging instruments
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
16,360
|
|
|
$
|
—
|
|
Interest rate swaps designated as hedging instruments
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
$
|
60,737
|
|
|
$
|
—
|
|
|
|
February 1, 2020
|
|
August 3, 2019
|
||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Notes receivable, including current portion
|
|
$
|
37,222
|
|
|
$
|
36,781
|
|
|
$
|
46,320
|
|
|
$
|
45,232
|
|
Long-term debt, including current portion
|
|
$
|
2,935,976
|
|
|
$
|
2,842,994
|
|
|
$
|
2,906,483
|
|
|
$
|
2,730,271
|
|
Effective Date
|
|
Swap Maturity
|
|
Notional Value (in millions)
|
|
Pay Fixed Rate
|
|
Receive Floating Rate(3)
|
|
Floating Rate Reset Terms
|
|||
March 21, 2019
|
|
May 15, 2020
|
|
$
|
100.0
|
|
|
2.4490
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
October 26, 2018
|
|
October 31, 2020
|
|
100.0
|
|
|
2.8240
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 9, 2016
|
|
April 29, 2021
|
|
25.0
|
|
|
1.0650
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 24, 2016
|
|
April 29, 2021
|
|
25.0
|
|
|
0.9260
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
|
April 29, 2021
|
|
50.0
|
|
|
2.5500
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 2, 2019
|
|
June 30, 2021
|
|
100.0
|
|
|
2.2520
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 10, 2019
|
|
June 30, 2021
|
|
50.0
|
|
|
2.2290
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 30, 2018
|
|
October 29, 2021
|
|
100.0
|
|
|
2.8084
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
March 21, 2019
|
|
April 15, 2022
|
|
100.0
|
|
|
2.3645
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
April 2, 2019
|
|
June 30, 2022
|
|
100.0
|
|
|
2.2170
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
June 28, 2019
|
|
June 30, 2022
|
|
50.0
|
|
|
2.1840
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 3, 2015(1)
|
|
August 15, 2022
|
|
58.5
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
August 3, 2015(2)
|
|
August 15, 2022
|
|
39.0
|
|
|
1.7950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 26, 2018
|
|
October 31, 2022
|
|
100.0
|
|
|
2.8915
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 11, 2019
|
|
October 31, 2022
|
|
50.0
|
|
|
2.4678
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
|
October 31, 2022
|
|
50.0
|
|
|
2.5255
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 16, 2018
|
|
March 31, 2023
|
|
150.0
|
|
|
2.8950
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
|
March 31, 2023
|
|
50.0
|
|
|
2.5292
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 30, 2018
|
|
September 30, 2023
|
|
50.0
|
|
|
2.8315
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 26, 2018
|
|
October 31, 2023
|
|
100.0
|
|
|
2.9210
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 11, 2019
|
|
March 28, 2024
|
|
100.0
|
|
|
2.4770
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 23, 2019
|
|
March 28, 2024
|
|
100.0
|
|
|
2.5420
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 30, 2018
|
|
October 31, 2024
|
|
100.0
|
|
|
2.8480
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 11, 2019
|
|
October 31, 2024
|
|
100.0
|
|
|
2.5010
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 24, 2019
|
|
October 31, 2024
|
|
50.0
|
|
|
2.5210
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
October 26, 2018
|
|
October 22, 2025
|
|
50.0
|
|
|
2.9550
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 16, 2018
|
|
October 22, 2025
|
|
50.0
|
|
|
2.9590
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
November 16, 2018
|
|
October 22, 2025
|
|
50.0
|
|
|
2.9580
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
January 24, 2019
|
|
October 22, 2025
|
|
50.0
|
|
|
2.5558
|
%
|
|
One-Month LIBOR
|
|
Monthly
|
|
|
|
|
|
$
|
2,097.5
|
|
|
|
|
|
|
|
(1)
|
On March 31, 2015, the Company amended the original contract to reduce the beginning notional principal amount from $140 million to $84 million. The swap contract has an amortizing notional principal amount which is reduced by $1.5 million on a quarterly basis.
|
(2)
|
The swap contract has an amortizing notional principal amount which is reduced by $1.0 million on a quarterly basis.
|
(3)
|
For these swap contracts that are indexed to LIBOR, the Company is monitoring and evaluating risks related to the expected future cessation of LIBOR.
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
|
|
February 1, 2020
|
|
January 26, 2019
|
|
February 1, 2020
|
|
January 26, 2019
|
||||||||
(In thousands)
|
|
Interest Expense, net
|
|
Interest Expense, net
|
||||||||||||
Total amounts of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
|
|
$
|
48,621
|
|
|
$
|
58,707
|
|
|
$
|
98,139
|
|
|
$
|
66,232
|
|
Gain or (loss) on cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
||||||||
Gain or (loss) reclassified from comprehensive income into income
|
|
$
|
(4,251
|
)
|
|
$
|
(108
|
)
|
|
$
|
(6,621
|
)
|
|
$
|
443
|
|
Gain or (loss) on interest rate swap contracts not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Gain or (loss) recognized as interest expense
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
(in thousands)
|
Average Interest Rate at
February 1, 2020
|
|
Calendar Maturity Year
|
|
February 1,
2020 |
|
August 3,
2019 |
||||
Term Loan Facility
|
5.90%
|
|
2025
|
|
$
|
1,782,000
|
|
|
$
|
1,864,900
|
|
ABL Credit Facility
|
3.40%
|
|
2023
|
|
1,187,168
|
|
|
1,080,000
|
|
||
Other secured loans
|
5.20%
|
|
2023-2024
|
|
55,408
|
|
|
57,649
|
|
||
Debt issuance costs, net
|
|
|
|
|
(50,220
|
)
|
|
(54,891
|
)
|
||
Original issue discount on debt
|
|
|
|
|
(38,380
|
)
|
|
(41,175
|
)
|
||
Long-term debt, including current portion
|
|
|
|
|
2,935,976
|
|
|
2,906,483
|
|
||
Less: current portion of long-term debt
|
|
|
|
|
(18,845
|
)
|
|
(87,433
|
)
|
||
Long-term debt
|
|
|
|
|
$
|
2,917,131
|
|
|
$
|
2,819,050
|
|
Assets securing the ABL Credit Facility (in thousands)(1):
|
February 1, 2020
|
||
Certain inventory assets included in Inventories and Current assets of discontinued operations
|
$
|
2,233,585
|
|
Certain receivables included in Accounts receivables, net and Current assets of discontinued operations
|
$
|
1,056,052
|
|
(1)
|
The ABL Credit Facility is also secured by all of the Company’s pharmacy scripts, which are included in Long-term assets of discontinued operations in the Condensed Consolidated Balance Sheets as of February 1, 2020.
|
Unused available credit and fees under the ABL Credit Facility (in thousands, except percentages):
|
February 1, 2020
|
||
Outstanding letters of credit
|
$
|
76,757
|
|
Letter of credit fees
|
1.375
|
%
|
|
Unused available credit
|
$
|
824,149
|
|
Unused facility fees
|
0.25
|
%
|
(in thousands)
|
Benefit Plans
|
|
Foreign Currency
|
|
Swap Agreements
|
|
Total
|
||||||||
Accumulated other comprehensive loss at August 3, 2019
|
$
|
(32,458
|
)
|
|
$
|
(20,082
|
)
|
|
$
|
(56,413
|
)
|
|
$
|
(108,953
|
)
|
Other comprehensive gain (loss) before reclassifications
|
1,480
|
|
|
24
|
|
|
(2,588
|
)
|
|
(1,084
|
)
|
||||
Amortization of amounts included in net periodic benefit income
|
(1,148
|
)
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
||||
Amortization of cash flow hedge
|
—
|
|
|
—
|
|
|
(4,845
|
)
|
|
(4,845
|
)
|
||||
Pension settlement charge
|
7,610
|
|
|
—
|
|
|
—
|
|
|
7,610
|
|
||||
Net current period Other comprehensive income (loss)
|
7,942
|
|
|
24
|
|
|
(7,433
|
)
|
|
533
|
|
||||
Accumulated other comprehensive loss at February 1, 2020
|
$
|
(24,516
|
)
|
|
$
|
(20,058
|
)
|
|
$
|
(63,846
|
)
|
|
$
|
(108,420
|
)
|
(in thousands)
|
Foreign Currency
|
|
Swap Agreements
|
|
Total
|
||||||
Accumulated other comprehensive (loss) income at July 28, 2018
|
$
|
(19,053
|
)
|
|
$
|
4,874
|
|
|
$
|
(14,179
|
)
|
Other comprehensive loss before reclassifications
|
(982
|
)
|
|
(11,035
|
)
|
|
(12,017
|
)
|
|||
Amortization of cash flow hedge
|
—
|
|
|
333
|
|
|
333
|
|
|||
Net current period Other comprehensive loss
|
(982
|
)
|
|
(10,702
|
)
|
|
(11,684
|
)
|
|||
Accumulated other comprehensive loss at January 26, 2019
|
$
|
(20,035
|
)
|
|
$
|
(5,828
|
)
|
|
$
|
(25,863
|
)
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
|
Affected Line Item on the Condensed Consolidated Statements of Operations
|
||||||||||||
(in thousands)
|
February 1,
2020 |
|
January 26,
2019 |
|
February 1,
2020 |
|
January 26,
2019 |
|
|||||||||
Pension and postretirement benefit plan obligations:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of amounts included in net periodic benefit income(1)
|
$
|
(777
|
)
|
|
$
|
—
|
|
|
$
|
(1,551
|
)
|
|
$
|
—
|
|
|
Net periodic benefit income, excluding service cost
|
Pension settlement charge
|
10,303
|
|
|
—
|
|
|
10,303
|
|
|
—
|
|
|
Net periodic benefit income, excluding service cost
|
||||
Total reclassifications
|
9,526
|
|
|
—
|
|
|
8,752
|
|
|
—
|
|
|
|
||||
Income tax benefit
|
2,492
|
|
|
—
|
|
|
2,290
|
|
|
—
|
|
|
Benefit for income taxes
|
||||
Total reclassifications, net of tax
|
$
|
7,034
|
|
|
$
|
—
|
|
|
$
|
6,462
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Swap agreements:
|
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of cash flow hedge
|
$
|
(4,251
|
)
|
|
$
|
(108
|
)
|
|
$
|
(6,621
|
)
|
|
$
|
443
|
|
|
Interest expense, net
|
Income tax (expense) benefit
|
(1,348
|
)
|
|
—
|
|
|
(1,776
|
)
|
|
110
|
|
|
Benefit for income taxes
|
||||
Total reclassifications, net of tax
|
$
|
(2,903
|
)
|
|
$
|
(108
|
)
|
|
$
|
(4,845
|
)
|
|
$
|
333
|
|
|
|
(1)
|
Amortization of amounts included in net periodic benefit income include amortization of prior service benefit and amortization of net actuarial loss as reflected in Note 13—Benefit Plans.
|
Lease Type
|
|
Balance Sheet Location
|
|
February 1, 2020
|
||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
1,061,946
|
|
Finance lease assets
|
|
Property and equipment, net
|
|
56,242
|
|
|
Total lease assets
|
|
|
|
$
|
1,118,188
|
|
|
|
|
|
|
||
Operating liabilities
|
|
Current portion of operating lease liabilities
|
|
$
|
131,315
|
|
Finance liabilities
|
|
Current portion of long-term debt and finance lease liabilities
|
|
13,373
|
|
|
Operating liabilities
|
|
Long-term operating lease liabilities
|
|
967,933
|
|
|
Finance liabilities
|
|
Long-term finance lease liabilities
|
|
56,799
|
|
|
Total lease liabilities
|
|
|
|
$
|
1,169,420
|
|
(in thousands)
|
|
Statement of Operations Location
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||
|
February 1, 2020
|
|
February 1, 2020
|
|||||||
Operating lease cost
|
|
Operating expenses(2)
|
|
$
|
66,263
|
|
|
$
|
133,404
|
|
Short-term lease cost
|
|
Operating expenses
|
|
1,475
|
|
|
11,989
|
|
||
Variable lease cost
|
|
Operating expenses(2)
|
|
43,951
|
|
|
78,907
|
|
||
Sublease income
|
|
Operating expenses(2)
|
|
(12,258
|
)
|
|
(23,198
|
)
|
||
Sublease income
|
|
Net sales
|
|
(5,912
|
)
|
|
(10,747
|
)
|
||
Net operating lease cost(1)
|
|
|
|
93,519
|
|
|
190,355
|
|
||
Amortization of leased assets
|
|
Operating expenses
|
|
3,693
|
|
|
8,396
|
|
||
Interest on lease liabilities
|
|
Interest expense, net
|
|
1,899
|
|
|
4,017
|
|
||
Finance lease cost
|
|
|
|
$
|
5,592
|
|
|
12,413
|
|
|
Total net lease cost
|
|
|
|
$
|
99,111
|
|
|
$
|
202,768
|
|
(1)
|
Rent expense as presented here includes $11.9 million and $24.4 million in the second quarter and year-to-date of fiscal 2020, respectively, of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as the Company expects to remain primarily obligated under these leases. Rent expense as presented here also includes immaterial amounts of variable lease expense of discontinued operations.
|
(2)
|
Includes certain lease expense or income that is recorded within Restructuring, acquisition and integration related expenses for surplus, non-operating properties for which the Company is restructuring its obligations and which are not separately material.
|
Maturity of Lease Liabilities and Lease Receipts
|
Lease Liabilities
|
|
Lease Receipts
|
|
Net Lease Obligations
|
||||||||||||||||||
Fiscal Year
|
Operating Leases(1)
|
|
Finance Leases(2)
|
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
|
Finance Leases
|
||||||||||||
Remaining fiscal 2020
|
$
|
129,751
|
|
|
$
|
11,346
|
|
|
$
|
(30,660
|
)
|
|
$
|
(40
|
)
|
|
$
|
99,091
|
|
|
$
|
11,306
|
|
2021
|
221,930
|
|
|
17,241
|
|
|
(52,039
|
)
|
|
|
|
|
169,891
|
|
|
17,241
|
|
||||||
2022
|
211,515
|
|
|
16,185
|
|
|
(46,847
|
)
|
|
|
|
|
164,668
|
|
|
16,185
|
|
||||||
2023
|
184,300
|
|
|
15,292
|
|
|
(36,032
|
)
|
|
|
|
|
148,268
|
|
|
15,292
|
|
||||||
2024
|
157,651
|
|
|
14,228
|
|
|
(27,894
|
)
|
|
|
|
|
129,757
|
|
|
14,228
|
|
||||||
Thereafter
|
1,078,576
|
|
|
15,530
|
|
|
(62,525
|
)
|
|
|
|
|
1,016,051
|
|
|
15,530
|
|
||||||
Total undiscounted lease liabilities and receipts
|
$
|
1,983,723
|
|
|
$
|
89,822
|
|
|
$
|
(255,997
|
)
|
|
$
|
(40
|
)
|
|
$
|
1,727,726
|
|
|
$
|
89,782
|
|
Less interest (3)
|
(884,475
|
)
|
|
(19,650
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Present value of lease liabilities
|
1,099,248
|
|
|
70,172
|
|
|
|
|
|
|
|
|
|
||||||||||
Less current lease liabilities
|
(131,315
|
)
|
|
(13,373
|
)
|
|
|
|
|
|
|
|
|
||||||||||
Long-term lease liabilities
|
$
|
967,933
|
|
|
$
|
56,799
|
|
|
|
|
|
|
|
|
|
(1)
|
Operating lease payments include $14.5 million related to extension options that are reasonably certain of being exercised and exclude $10.8 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
(2)
|
Finance lease payments include $0.0 million related to extension options that are reasonably certain of being exercised and exclude $0.0 million of legally binding minimum lease payments for leases signed but not yet commenced.
|
(3)
|
Calculated using the interest rate for each lease.
|
|
|
Lease Obligations
|
|
Lease Receipts
|
|
Net Lease Obligations
|
||||||||||||||||||
Fiscal Year
|
|
Operating Leases
|
|
Capital Leases
|
|
Operating Leases
|
|
Capital Leases
|
|
Operating Leases
|
|
Capital Leases
|
||||||||||||
2020
|
|
$
|
223,612
|
|
|
$
|
41,550
|
|
|
$
|
(55,922
|
)
|
|
$
|
(319
|
)
|
|
$
|
167,690
|
|
|
$
|
41,231
|
|
2021
|
|
190,845
|
|
|
32,804
|
|
|
(41,425
|
)
|
|
—
|
|
|
149,420
|
|
|
32,804
|
|
||||||
2022
|
|
179,326
|
|
|
29,869
|
|
|
(35,998
|
)
|
|
—
|
|
|
143,328
|
|
|
29,869
|
|
||||||
2023
|
|
154,812
|
|
|
26,699
|
|
|
(25,591
|
)
|
|
—
|
|
|
129,221
|
|
|
26,699
|
|
||||||
2024
|
|
135,795
|
|
|
23,095
|
|
|
(18,183
|
)
|
|
—
|
|
|
117,612
|
|
|
23,095
|
|
||||||
Thereafter
|
|
1,063,674
|
|
|
46,999
|
|
|
(59,186
|
)
|
|
—
|
|
|
1,004,488
|
|
|
46,999
|
|
||||||
Total future minimum obligations (receipts)
|
|
$
|
1,948,064
|
|
|
$
|
201,016
|
|
|
$
|
(236,305
|
)
|
|
$
|
(319
|
)
|
|
$
|
1,711,759
|
|
|
$
|
200,697
|
|
Less interest
|
|
|
|
(68,138
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Present value of capital lease obligations
|
|
|
|
132,878
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less current capital lease obligations
|
|
|
|
(24,670
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Long-term capital lease obligations
|
|
|
|
$
|
108,208
|
|
|
|
|
|
|
|
|
|
Other Information
|
|
26-Week Period Ended
|
|
(in thousands)
|
|
February 1, 2020
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
Operating cash flows from operating leases
|
|
110,221
|
|
Operating cash flows from finance leases
|
|
3,568
|
|
Financing cash flows from finance leases
|
|
6,135
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
|
—
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
121,455
|
|
|
13-Week Period Ended
|
||||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in thousands)
|
February 1, 2020
|
|
January 26, 2019
|
|
February 1, 2020
|
|
January 26, 2019
|
||||||||
Net Periodic Benefit (Income) Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
55
|
|
Interest cost
|
13,602
|
|
|
24,004
|
|
|
236
|
|
|
477
|
|
||||
Expected return on plan assets
|
(26,587
|
)
|
|
(35,415
|
)
|
|
(54
|
)
|
|
(58
|
)
|
||||
Amortization of net actuarial loss (gain)
|
3
|
|
|
—
|
|
|
(780
|
)
|
|
—
|
|
||||
Pension settlement charge
|
10,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
$
|
(2,679
|
)
|
|
$
|
(11,411
|
)
|
|
$
|
(584
|
)
|
|
$
|
474
|
|
|
|
|
|
|
|
|
|
||||||||
Contributions to benefit plans
|
$
|
(1,150
|
)
|
|
$
|
(151
|
)
|
|
$
|
(60
|
)
|
|
$
|
(117
|
)
|
|
26-Week Period Ended
|
||||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in thousands)
|
February 1, 2020
|
|
January 26, 2019
|
|
February 1, 2020
|
|
January 26, 2019
|
||||||||
Net Periodic Benefit (Income) Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
59
|
|
Interest cost
|
30,292
|
|
|
25,851
|
|
|
472
|
|
|
515
|
|
||||
Expected return on plan assets
|
(54,069
|
)
|
|
(38,139
|
)
|
|
(108
|
)
|
|
(63
|
)
|
||||
Amortization of net actuarial loss (gain)
|
6
|
|
|
—
|
|
|
(1,557
|
)
|
|
—
|
|
||||
Pension settlement charge
|
10,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit (income) cost
|
$
|
(13,468
|
)
|
|
$
|
(12,288
|
)
|
|
$
|
(1,165
|
)
|
|
$
|
511
|
|
|
|
|
|
|
|
|
|
||||||||
Contributions to benefit plans
|
$
|
(5,250
|
)
|
|
$
|
(188
|
)
|
|
$
|
(160
|
)
|
|
$
|
(126
|
)
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
(in thousands, except per share data)
|
|
February 1,
2020 |
|
January 26,
2019 |
|
February 1,
2020 |
|
January 26,
2019 |
||||||||
Basic weighted average shares outstanding
|
|
53,523
|
|
|
50,815
|
|
|
53,368
|
|
|
50,699
|
|
||||
Net effect of dilutive stock awards based upon the treasury stock method
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted weighted average shares outstanding
|
|
53,523
|
|
|
50,815
|
|
|
53,368
|
|
|
50,699
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic per share data:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.60
|
)
|
|
$
|
(7.15
|
)
|
|
$
|
(8.25
|
)
|
|
$
|
(7.59
|
)
|
Discontinued operations
|
|
$
|
0.03
|
|
|
$
|
0.42
|
|
|
$
|
0.49
|
|
|
$
|
0.46
|
|
Basic loss per share
|
|
$
|
(0.57
|
)
|
|
$
|
(6.72
|
)
|
|
$
|
(7.77
|
)
|
|
$
|
(7.12
|
)
|
Diluted per share data:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.60
|
)
|
|
$
|
(7.15
|
)
|
|
$
|
(8.25
|
)
|
|
$
|
(7.59
|
)
|
Discontinued operations(1)
|
|
$
|
0.03
|
|
|
$
|
0.42
|
|
|
$
|
0.48
|
|
|
$
|
0.46
|
|
Diluted loss per share
|
|
$
|
(0.57
|
)
|
|
$
|
(6.72
|
)
|
|
$
|
(7.77
|
)
|
|
$
|
(7.12
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share
|
|
7,413
|
|
|
4,094
|
|
|
7,834
|
|
|
1,969
|
|
(1)
|
The computation of diluted earnings per share from discontinued operations is calculated using diluted weighted average shares outstanding, which includes the net effect of dilutive stock awards, of approximately 244 thousand shares and 107 thousand for the second quarters of fiscal 2020 and 2019, respectively, and 153 thousand and 353 thousand shares for fiscal 2020 and 2019 year-to-date, respectively.
|
(in thousands)
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated (Income)/Expenses
|
|
Consolidated
|
||||||||||
13-Week Period Ended February 1, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales(1)
|
|
$
|
6,144,381
|
|
|
$
|
38,267
|
|
|
$
|
(45,044
|
)
|
|
$
|
—
|
|
|
$
|
6,137,604
|
|
Restructuring, acquisition and integration related expenses
|
|
11,410
|
|
|
18,276
|
|
|
—
|
|
|
—
|
|
|
29,686
|
|
|||||
Operating loss
|
|
18,745
|
|
|
(22,817
|
)
|
|
(999
|
)
|
|
—
|
|
|
(5,071
|
)
|
|||||
Total other expense, net
|
|
|
|
|
|
|
|
|
|
|
44,824
|
|
|
44,824
|
|
|||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49,895
|
)
|
|||||
Depreciation and amortization
|
|
65,562
|
|
|
3,657
|
|
|
—
|
|
|
—
|
|
|
69,219
|
|
|||||
Capital expenditures
|
|
43,220
|
|
|
285
|
|
|
|
|
|
—
|
|
|
43,505
|
|
|||||
Total assets of continuing operations
|
|
6,622,768
|
|
|
633,031
|
|
|
(46,644
|
)
|
|
—
|
|
|
7,209,155
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
13-Week Period Ended January 26, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales(2)
|
|
$
|
6,131,418
|
|
|
$
|
56,717
|
|
|
$
|
(38,929
|
)
|
|
$
|
—
|
|
|
$
|
6,149,206
|
|
Restructuring, acquisition and integration related expenses
|
|
4
|
|
|
47,121
|
|
|
—
|
|
|
—
|
|
|
47,125
|
|
|||||
Operating loss
|
|
(352,678
|
)
|
|
(55,138
|
)
|
|
(319
|
)
|
|
—
|
|
|
(408,135
|
)
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,977
|
|
|
46,977
|
|
|||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(455,112
|
)
|
|||||
Depreciation and amortization
|
|
69,801
|
|
|
3,399
|
|
|
—
|
|
|
—
|
|
|
73,200
|
|
|||||
Capital expenditures
|
|
63,673
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
63,756
|
|
|||||
Total assets of continuing operations
|
|
6,497,883
|
|
|
361,063
|
|
|
(36,203
|
)
|
|
—
|
|
|
6,822,743
|
|
(1)
|
For the second quarter of fiscal 2020, the Company recorded $251.5 million within Net sales in its wholesale reportable segment attributable to discontinued operations inter-company product purchases from its Retail operating segment, which it expects will continue subsequent to the sale of certain retail banners.
|
(2)
|
For the second quarter of fiscal 2019, the Company recorded $265.2 million within Net sales in its wholesale reportable segment attributable to discontinued operations inter-company product purchases from its Retail operating segment, which it expects will continue subsequent to the sale of certain retail banners.
|
(in thousands)
|
|
Wholesale
|
|
Other
|
|
Eliminations
|
|
Unallocated (Income)/Expenses
|
|
Consolidated
|
||||||||||
26-Week Period Ended February 1, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales(1)
|
|
$
|
12,151,476
|
|
|
$
|
102,016
|
|
|
$
|
(96,303
|
)
|
|
$
|
—
|
|
|
$
|
12,157,189
|
|
Goodwill and asset impairment charges
|
|
423,703
|
|
|
1,702
|
|
|
—
|
|
|
—
|
|
|
425,405
|
|
|||||
Restructuring, acquisition and integration related expenses
|
|
19,362
|
|
|
24,574
|
|
|
—
|
|
|
—
|
|
|
43,936
|
|
|||||
Operating loss
|
|
(397,484
|
)
|
|
(52,127
|
)
|
|
513
|
|
|
—
|
|
|
(449,098
|
)
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,912
|
|
|
82,912
|
|
|||||
Loss from continuing operations before income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(532,010
|
)
|
|||||
Depreciation and amortization
|
|
133,761
|
|
|
10,599
|
|
|
—
|
|
|
—
|
|
|
144,360
|
|
|||||
Capital expenditures
|
|
83,349
|
|
|
1,278
|
|
|
—
|
|
|
—
|
|
|
84,627
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
26-Week Period Ended January 26, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales(2)
|
|
$
|
8,988,384
|
|
|
$
|
105,471
|
|
|
$
|
(76,493
|
)
|
|
$
|
—
|
|
|
9,017,362
|
|
|
Goodwill and asset impairment charges
|
|
370,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
370,871
|
|
|||||
Restructuring, acquisition and integration related expenses
|
|
4
|
|
|
115,125
|
|
|
—
|
|
|
—
|
|
|
115,129
|
|
|||||
Operating loss
|
|
(292,441
|
)
|
|
(133,467
|
)
|
|
(1,065
|
)
|
|
—
|
|
|
(426,973
|
)
|
|||||
Total other expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,755
|
|
|
53,755
|
|
|||||
Loss from continuing operations before income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480,728
|
)
|
|||||
Depreciation and amortization
|
|
93,318
|
|
|
4,675
|
|
|
—
|
|
|
—
|
|
|
97,993
|
|
|||||
Capital expenditures
|
|
79,410
|
|
|
727
|
|
|
—
|
|
|
—
|
|
|
80,137
|
|
(1)
|
For fiscal 2020 year-to-date, the Company recorded $496.1 million within Net sales in its wholesale reportable segment attributable to discontinued operations inter-company product purchases from its Retail operating segment, which it expects will continue subsequent to the sale of certain retail banners.
|
(2)
|
For fiscal 2019 year-to-date, the Company recorded $287.0 million within Net sales in its wholesale reportable segment attributable to discontinued operations inter-company product purchases from its Retail operating segment, which it expects will continue subsequent to the sale of certain retail banners.
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
(In thousands)
|
February 1, 2020
|
|
January 26,
2019 |
|
February 1, 2020
|
|
January, 26, 2019(1)
|
||||||||
Net sales
|
$
|
613,705
|
|
|
$
|
727,037
|
|
|
$
|
1,224,526
|
|
|
$
|
773,635
|
|
Cost of sales
|
451,007
|
|
|
533,639
|
|
|
892,078
|
|
|
568,173
|
|
||||
Gross profit
|
162,698
|
|
|
193,398
|
|
|
332,448
|
|
|
205,462
|
|
||||
Operating expenses
|
129,413
|
|
|
156,710
|
|
|
265,848
|
|
|
166,204
|
|
||||
Restructuring expenses and charges
|
30,851
|
|
|
10,382
|
|
|
32,213
|
|
|
10,382
|
|
||||
Operating income
|
2,434
|
|
|
26,306
|
|
|
34,387
|
|
|
28,876
|
|
||||
Other income, net
|
41
|
|
|
(339
|
)
|
|
(1,050
|
)
|
|
(588
|
)
|
||||
Income from discontinued operations before income taxes
|
2,393
|
|
|
26,645
|
|
|
35,437
|
|
|
29,464
|
|
||||
Income tax provision
|
286
|
|
|
5,239
|
|
|
8,376
|
|
|
5,987
|
|
||||
Income from discontinued operations, net of tax
|
$
|
2,107
|
|
|
$
|
21,407
|
|
|
$
|
27,061
|
|
|
$
|
23,477
|
|
(1)
|
These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to January 26, 2019.
|
(In thousands)
|
|
February 1, 2020
|
|
August 3, 2019
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,264
|
|
|
$
|
2,917
|
|
Receivables, net
|
|
17,756
|
|
|
1,471
|
|
||
Inventories
|
|
120,231
|
|
|
129,142
|
|
||
Other current assets
|
|
5,118
|
|
|
10,199
|
|
||
Total current assets of discontinued operations
|
|
145,369
|
|
|
143,729
|
|
||
Long-term assets
|
|
|
|
|
||||
Property and equipment
|
|
276,132
|
|
|
301,395
|
|
||
Intangible assets
|
|
49,687
|
|
|
48,788
|
|
||
Other assets
|
|
2,086
|
|
|
1,882
|
|
||
Total long-term assets of discontinued operations
|
|
327,905
|
|
|
352,065
|
|
||
Total assets of discontinued operations
|
|
$
|
473,274
|
|
|
$
|
495,794
|
|
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
68,024
|
|
|
$
|
61,634
|
|
Accrued compensation and benefits
|
|
39,893
|
|
|
45,887
|
|
||
Other current liabilities
|
|
14,844
|
|
|
14,744
|
|
||
Total current liabilities of discontinued operations
|
|
122,761
|
|
|
122,265
|
|
||
Long-term liabilities
|
|
|
|
|
||||
Other long-term liabilities
|
|
646
|
|
|
1,923
|
|
||
Total liabilities of discontinued operations
|
|
123,407
|
|
|
124,188
|
|
||
Net assets of discontinued operations
|
|
$
|
349,867
|
|
|
$
|
371,606
|
|
•
|
our dependence on principal customers;
|
•
|
the potential for additional asset impairment charges;
|
•
|
our sensitivity to general economic conditions including changes in disposable income levels and consumer spending trends;
|
•
|
our ability to realize anticipated benefits of our acquisitions and dispositions, in particular, our acquisition of SUPERVALU INC. (“Supervalu”);
|
•
|
the possibility that restructuring, asset impairment, and other charges and costs we may incur in connection with the sale or closure of our retail operations will exceed our current expectations;
|
•
|
our reliance on the continued growth in sales of our higher margin natural and organic foods and non-food products in comparison to lower margin conventional grocery products;
|
•
|
increased competition in our industry as a result of increased distribution of natural, organic and specialty products, and direct distribution of those products by large retailers and online distributors;
|
•
|
increased competition as a result of continuing consolidation of retailers in the natural product industry and the growth of supernatural chains;
|
•
|
our ability to timely and successfully deploy our warehouse management system throughout our distribution centers and our transportation management system across the Company and to achieve efficiencies and cost savings from these efforts;
|
•
|
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 or our distribution capabilities by circumstances beyond our control, including a health epidemic;
|
•
|
the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;
|
•
|
moderated supplier promotional activity, including decreased forward buying opportunities;
|
•
|
union-organizing activities that could cause labor relations difficulties and increased costs; and
|
•
|
our ability to identify and successfully complete asset or business acquisitions.
|
|
13-Week Period Ended
|
|
|
|
26-Week Period Ended
|
|
|
||||||||||||||||
(in thousands)
|
February 1, 2020
|
|
January 26, 2019
|
|
Change
|
|
February 1, 2020
|
|
January 26, 2019
|
|
Change
|
||||||||||||
Net sales
|
$
|
6,137,604
|
|
|
$
|
6,149,206
|
|
|
$
|
(11,602
|
)
|
|
$
|
12,157,189
|
|
|
$
|
9,017,362
|
|
|
$
|
3,139,827
|
|
Cost of sales
|
5,362,144
|
|
|
5,387,423
|
|
|
(25,279
|
)
|
|
10,610,687
|
|
|
7,843,248
|
|
|
2,767,439
|
|
||||||
Gross profit
|
775,460
|
|
|
761,783
|
|
|
13,677
|
|
|
1,546,502
|
|
|
1,174,114
|
|
|
372,388
|
|
||||||
Operating expenses
|
750,845
|
|
|
751,922
|
|
|
(1,077
|
)
|
|
1,526,259
|
|
|
1,115,087
|
|
|
411,172
|
|
||||||
Goodwill and asset impairment charges
|
—
|
|
|
370,871
|
|
|
(370,871
|
)
|
|
425,405
|
|
|
370,871
|
|
|
54,534
|
|
||||||
Restructuring, acquisition and integration related expenses
|
29,686
|
|
|
47,125
|
|
|
(17,439
|
)
|
|
43,936
|
|
|
115,129
|
|
|
(71,193
|
)
|
||||||
Operating loss
|
(5,071
|
)
|
|
(408,135
|
)
|
|
403,064
|
|
|
(449,098
|
)
|
|
(426,973
|
)
|
|
(22,125
|
)
|
||||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net periodic benefit income, excluding service cost
|
(3,277
|
)
|
|
(10,906
|
)
|
|
7,629
|
|
|
(14,661
|
)
|
|
(11,750
|
)
|
|
(2,911
|
)
|
||||||
Interest expense, net
|
48,621
|
|
|
58,707
|
|
|
(10,086
|
)
|
|
98,139
|
|
|
66,232
|
|
|
31,907
|
|
||||||
Other, net
|
(520
|
)
|
|
(824
|
)
|
|
304
|
|
|
(566
|
)
|
|
(727
|
)
|
|
161
|
|
||||||
Total other expense, net
|
44,824
|
|
|
46,977
|
|
|
(2,153
|
)
|
|
82,912
|
|
|
53,755
|
|
|
29,157
|
|
||||||
Loss from continuing operations before income taxes
|
(49,895
|
)
|
|
(455,112
|
)
|
|
405,217
|
|
|
(532,010
|
)
|
|
(480,728
|
)
|
|
(51,282
|
)
|
||||||
Benefit for income taxes
|
(17,728
|
)
|
|
(91,809
|
)
|
|
74,081
|
|
|
(91,481
|
)
|
|
(96,064
|
)
|
|
4,583
|
|
||||||
Net loss from continuing operations
|
(32,167
|
)
|
|
(363,303
|
)
|
|
331,136
|
|
|
(440,529
|
)
|
|
(384,664
|
)
|
|
(55,865
|
)
|
||||||
Income from discontinued operations, net of tax
|
2,107
|
|
|
21,407
|
|
|
(19,300
|
)
|
|
27,061
|
|
|
23,477
|
|
|
3,584
|
|
||||||
Net loss including noncontrolling interests
|
(30,060
|
)
|
|
(341,896
|
)
|
|
311,836
|
|
|
(413,468
|
)
|
|
(361,187
|
)
|
|
(52,281
|
)
|
||||||
Less net (income) loss attributable to noncontrolling interests
|
(650
|
)
|
|
171
|
|
|
(821
|
)
|
|
(1,169
|
)
|
|
168
|
|
|
(1,337
|
)
|
||||||
Net loss attributable to United Natural Foods, Inc.
|
$
|
(30,710
|
)
|
|
$
|
(341,725
|
)
|
|
$
|
311,015
|
|
|
$
|
(414,637
|
)
|
|
$
|
(361,019
|
)
|
|
$
|
(53,618
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Adjusted EBITDA
|
$
|
131,110
|
|
|
$
|
142,574
|
|
|
$
|
(11,464
|
)
|
|
$
|
252,804
|
|
|
$
|
228,767
|
|
|
$
|
24,037
|
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
(in thousands)
|
|
February 1, 2020
|
|
January 26, 2019
|
|
February 1, 2020
|
|
January 26, 2019
|
||||||||
Net loss from continuing operations
|
|
$
|
(32,167
|
)
|
|
$
|
(363,303
|
)
|
|
$
|
(440,529
|
)
|
|
$
|
(384,664
|
)
|
Adjustments to continuing operations net loss:
|
|
|
|
|
|
|
|
|
||||||||
Total other expense, net
|
|
44,824
|
|
|
46,977
|
|
|
82,912
|
|
|
53,755
|
|
||||
Benefit for income taxes
|
|
(17,728
|
)
|
|
(91,809
|
)
|
|
(91,481
|
)
|
|
(96,064
|
)
|
||||
Depreciation and amortization
|
|
69,219
|
|
|
73,200
|
|
|
144,360
|
|
|
97,993
|
|
||||
Share-based compensation
|
|
4,880
|
|
|
10,423
|
|
|
8,552
|
|
|
18,512
|
|
||||
Restructuring, acquisition and integration related expenses(1)
|
|
29,686
|
|
|
47,125
|
|
|
43,936
|
|
|
115,129
|
|
||||
Goodwill and asset impairment charges(2)
|
|
—
|
|
|
370,871
|
|
|
425,405
|
|
|
370,871
|
|
||||
Note receivable charges(3)
|
|
—
|
|
|
—
|
|
|
12,516
|
|
|
—
|
|
||||
Inventory fair value adjustment(4)
|
|
—
|
|
|
8,644
|
|
|
—
|
|
|
10,463
|
|
||||
Legal (settlement income) reserve charge(5)
|
|
(654
|
)
|
|
—
|
|
|
1,196
|
|
|
—
|
|
||||
Adjusted EBITDA of discontinued operations(6)
|
|
33,050
|
|
|
40,446
|
|
|
65,937
|
|
|
42,772
|
|
||||
Adjusted EBITDA
|
|
$
|
131,110
|
|
|
$
|
142,574
|
|
|
$
|
252,804
|
|
|
$
|
228,767
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations, net of tax
|
|
$
|
2,107
|
|
|
$
|
21,407
|
|
|
$
|
27,061
|
|
|
$
|
23,477
|
|
Adjustments to discontinued operations net income:
|
|
|
|
|
|
|
|
|
||||||||
Less net income attributable to noncontrolling interests
|
|
(650
|
)
|
|
171
|
|
|
(1,169
|
)
|
|
168
|
|
||||
Total other expense, net
|
|
41
|
|
|
(339
|
)
|
|
(1,050
|
)
|
|
(588
|
)
|
||||
Provision for income taxes
|
|
286
|
|
|
5,239
|
|
|
8,376
|
|
|
5,987
|
|
||||
Other expense
|
|
—
|
|
|
378
|
|
|
—
|
|
|
238
|
|
||||
Share-based compensation
|
|
253
|
|
|
532
|
|
|
506
|
|
|
532
|
|
||||
Restructuring, store closure and other charges, net(7)
|
|
31,013
|
|
|
13,058
|
|
|
32,213
|
|
|
12,958
|
|
||||
Adjusted EBITDA of discontinued operations(6)
|
|
$
|
33,050
|
|
|
$
|
40,446
|
|
|
$
|
65,937
|
|
|
$
|
42,772
|
|
(1)
|
Primarily reflects expenses resulting from the acquisition of Supervalu, including severance costs, store closure charges, and acquisition and integration expenses. Fiscal 2020 year-to-date primarily reflects integration charges, closed property reserve charges and administrative and operational restructuring costs. Fiscal 2019 year-to-date primarily reflects expenses resulting from the acquisition of Supervalu and acquisition and integration expenses, including employee-related costs. Refer to Note 5—Restructuring, Acquisition and Integration Related Expenses in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
|
(2)
|
Fiscal 2020 year-to-date reflects a goodwill impairment charge attributable to a reorganization of our reporting units and a sustained decrease in market capitalization and enterprise value of the Company, resulting in a decline in the estimated fair value of the U.S. Wholesale reporting unit. In addition, this charge includes a goodwill finalization charge attributable to the Supervalu acquisition and an asset impairment charge. Fiscal 2019 year-to-date reflects a goodwill impairment charge attributable to the Supervalu acquisition. Refer to Note 6—Goodwill and Intangible Assets in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
|
(3)
|
Reflects reserves and charges for notes receivable issued by the Supervalu business prior to its acquisition to finance the purchase of stores by its customers.
|
(4)
|
Reflects a non-cash charge related to the step-up of acquired Supervalu inventory as part of purchase accounting.
|
(5)
|
Reflects income received to settle a legal proceeding, a charge to settle a legal proceeding, and a charge related to our assessment of legal proceedings.
|
(6)
|
Adjusted EBITDA of discontinued operations excludes rent expense of $11.0 million and $12.4 million in the second quarters of fiscal 2020 and 2019, respectively, and $23.5 million and $13.3 million in fiscal 2020 and 2019 year-to-date, respectively, of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as we expect to remain primarily obligated under these leases. Due to these GAAP requirements to show rent expense, along with other administrative expenses of discontinued operations within continuing operations, we believe the inclusion of discontinued operations results within Adjusted EBITDA provides investors a meaningful measure of total performance.
|
(7)
|
Amounts represent store closure charges and costs, operational wind-down and inventory charges, and asset impairment charges related to discontinued operations.
|
|
|
Net Sales for the 13-Week Period Ended
|
|
Net Sales for the 26-Week Period Ended
|
||||||||||||||||||||||||
Customer Channel
|
|
February 1,
2020 |
|
% of
Net Sales
|
|
January 26, 2019(1)
|
|
% of
Net Sales
|
|
February 1, 2020(1)
|
|
% of Net Sales
|
|
January 26, 2019(1)
|
|
% of Net Sales
|
||||||||||||
Supermarkets
|
|
$
|
3,879
|
|
|
63
|
%
|
|
$
|
3,928
|
|
|
64
|
%
|
|
$
|
7,648
|
|
|
63
|
%
|
|
$
|
4,858
|
|
|
54
|
%
|
Supernatural
|
|
1,210
|
|
|
20
|
%
|
|
$
|
1,100
|
|
|
18
|
%
|
|
2,321
|
|
|
19
|
%
|
|
2,127
|
|
|
23
|
%
|
|||
Independents
|
|
631
|
|
|
10
|
%
|
|
675
|
|
|
11
|
%
|
|
1,299
|
|
|
11
|
%
|
|
1,334
|
|
|
15
|
%
|
||||
Other
|
|
418
|
|
|
7
|
%
|
|
446
|
|
|
7
|
%
|
|
889
|
|
|
7
|
%
|
|
698
|
|
|
8
|
%
|
||||
Total net sales
|
|
$
|
6,138
|
|
|
100
|
%
|
|
$
|
6,149
|
|
|
100
|
%
|
|
$
|
12,157
|
|
|
100
|
%
|
|
$
|
9,017
|
|
|
100
|
%
|
(1)
|
Refer to Note 3—Revenue Recognition in Part 1, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding adjustments to net sales by customer channel.
|
|
|
13-Week Period Ended
|
|
26-Week Period Ended
|
||||||||||||
(in thousands)
|
|
February 1, 2020
|
|
January 26, 2019
|
|
February 1, 2020
|
|
January 26, 2019
|
||||||||
Net periodic benefit income, excluding service cost
|
|
$
|
(3,277
|
)
|
|
$
|
(10,906
|
)
|
|
$
|
(14,661
|
)
|
|
$
|
(11,750
|
)
|
Interest expense on long-term debt, net of capitalized interest
|
|
42,934
|
|
|
45,386
|
|
|
86,269
|
|
|
50,848
|
|
||||
Interest expense on finance and direct financing lease obligations
|
|
2,021
|
|
|
4,824
|
|
|
4,264
|
|
|
6,033
|
|
||||
Amortization of financing costs and discounts
|
|
3,777
|
|
|
5,170
|
|
|
7,733
|
|
|
5,515
|
|
||||
Debt refinancing costs and unamortized financing charges
|
|
—
|
|
|
3,511
|
|
|
73
|
|
|
4,166
|
|
||||
Interest income
|
|
(111
|
)
|
|
(184
|
)
|
|
(200
|
)
|
|
(330
|
)
|
||||
Interest expense, net
|
|
48,621
|
|
|
58,707
|
|
|
98,139
|
|
|
66,232
|
|
||||
Other, net
|
|
(520
|
)
|
|
(824
|
)
|
|
(566
|
)
|
|
(727
|
)
|
||||
Total other expense, net
|
|
$
|
44,824
|
|
|
$
|
46,977
|
|
|
$
|
82,912
|
|
|
$
|
53,755
|
|
•
|
Unused available credit under our revolving line of credit was $824.1 million as of February 1, 2020, which decreased $95.0 million from $919.2 million as of August 3, 2019, primarily due to the funding of scheduled maturities due under our Term Loan Facility with borrowings under the ABL Credit Facility and other net increases in ABL Credit Facility borrowings.
|
•
|
We paid the remaining maturities under our 364-day Term Loan Facility in the first quarter of fiscal 2020, and as a result, we have no material scheduled maturities due until fiscal 2024, although prepayments may be required upon the occurrence of specified events as discussed in Note 9—Long-Term Debt in Part I, Item 1 of this Quarterly Report on Form 10-Q.
|
•
|
Our total debt increased $29.5 million to $2,936.0 million as of February 1, 2020 from $2,906.5 million as of August 3, 2019, primarily related to the additional borrowings under the ABL Credit Facility to fund inventory build in excess of accounts payable and increases in accounts receivable.
|
•
|
Scheduled debt maturities are expected to be $15.1 million for the remainder of fiscal 2020 and payments to reduce finance lease obligations are expected to be approximately $6.9 million for the remainder of fiscal 2020. Proceeds from
|
•
|
We expect to be able to fund near-term debt maturities through fiscal 2023 with internally generated funds, proceeds from the asset sales or borrowings under the ABL Credit Facility.
|
•
|
Cash and cash equivalents decreased $2.3 million to $40.1 million as of February 1, 2020 from $42.4 million as of August 3, 2019.
|
•
|
Working capital increased $1.4 million to $1,460.4 million as of February 1, 2020 from $1,459.0 million as of August 3, 2019, primarily due to lower current maturities of long-term debt and inventory build in excess of accounts payable increases, which were partially offset by the adoption of the new lease standard, which resulted in a decrease in working capital from the recognition of a new liability for the current portion of operating lease liabilities, which was $131.3 million as of February 1, 2020.
|
|
26-Week Period Ended
|
||||||||||
(in thousands)
|
February 1, 2020
|
|
January 26, 2019
|
|
Change
|
||||||
Net cash used in operating activities of continuing operations
|
$
|
(8,865
|
)
|
|
$
|
(44
|
)
|
|
$
|
(8,821
|
)
|
Net cash used in investing activities of continuing operations
|
(74,362
|
)
|
|
(2,193,544
|
)
|
|
2,119,182
|
|
|||
Net cash provided by financing activities of continuing operations
|
17,047
|
|
|
2,156,096
|
|
|
(2,139,049
|
)
|
|||
Net cash flows from discontinued operations
|
63,226
|
|
|
69,919
|
|
|
(6,693
|
)
|
|||
Effect of exchange rate on cash
|
19
|
|
|
(1,868
|
)
|
|
1,887
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(2,935
|
)
|
|
30,559
|
|
|
(33,494
|
)
|
|||
Cash and cash equivalents, at beginning of period
|
45,263
|
|
|
23,315
|
|
|
21,948
|
|
|||
Cash and cash equivalents at end of period
|
$
|
42,328
|
|
|
$
|
53,874
|
|
|
$
|
(11,546
|
)
|
(in millions, except shares and per share amounts)
|
|
Total Number of Shares Purchased(2)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(3)
|
||||||
Period(1):
|
|
|
|
|
|
|
|
|
||||||
November 3, 2019 to December 7, 2019
|
|
1,367
|
|
|
$
|
7.97
|
|
|
—
|
|
|
$
|
—
|
|
December 8, 2019 to January 4, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
January 5, 2020 to February 1, 2020
|
|
4,660
|
|
|
9.21
|
|
|
—
|
|
|
175.8
|
|
||
Total
|
|
6,027
|
|
|
$
|
8.93
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
The reported periods conform to our fiscal calendar.
|
(2)
|
These amounts include the deemed surrender by participants in our compensatory stock plans of 6,027 shares of our common stock to cover taxes from the vesting of restricted stock awards and restricted stock units granted under such plans.
|
(3)
|
As of February 1, 2020, there was approximately $175.8 million that may yet be purchased under the share repurchase program. There were no share repurchases under the share repurchase program for the second quarter of fiscal 2020.
|
Exhibit No.
|
Description
|
2.1
|
|
2.2
|
|
3.1
|
|
3.2
|
|
10.1* **
|
|
10.2* **
|
|
10.3* **
|
|
10.4* **
|
|
10.5* **
|
|
10.6**
|
|
10.7**
|
|
10.8**
|
|
10.9**
|
|
31.1*
|
|
31.2*
|
|
32.1*
|
|
32.2*
|
|
101*
|
The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended February 1, 2020, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
104
|
The cover page from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2020, filed with the SEC on March 11, 2020, formatted in Inline XBRL (included as Exhibit 101).
|
|
UNITED NATURAL FOODS, INC.
|
|
|
|
/s/ JOHN W. HOWARD
|
|
John W. Howard
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
Base Salary: You will be paid an annual salary of $600,000, effective February 9, 2020. Your salary will be paid on a bi-weekly basis in accordance with the Company’s payroll practices.
|
•
|
Insurance Coverage: Your insurance coverage will remain in place based on your current enrollment.
|
•
|
401K: You will continue to be eligible to participate in the Company’s 401(k).
|
•
|
Paid Time Off: The Company believes that it is important for all associates to take time off to re-energize. We also believe that leaders should take responsibility for managing the integration of work and life by managing the ever-present needs of the business and their own personal need to spend time away from work rejuvenating. Company leaders are encouraged to take time off as needed. Time off will not be accrued or tracked.
|
•
|
Annual Incentive Program: You will be eligible to participate in UNFI’s Annual Incentive Plan (AIP) targeted at 100% of your base salary based on achievement of certain fiscal year goals and objectives. This annual incentive will be payable in conjunction with all year-end incentive payments.
|
•
|
Equity Incentive Program: Subject to approval by the Compensation Committee, your annual equity award for your new role is targeted at 200% of your then-applicable annual base salary. This represents a grant-date value of $1,200,000 (at your current base salary) to be awarded for the annual grant after the end of the 2020 fiscal year (for fiscal 2021). This annual long-term incentive grant will be granted in a combination of restricted stock units (three-year ratable vesting) and performance stock units (with three-year cliff vesting and subject to achievement of pre-set performance objectives). This annual long-term incentive grant will be made on the same or similar terms as the long-term incentive awards granted to similarly situated executives of the Company and further subject to the terms and conditions of the respective award agreements evidencing the grant. The Company, at its discretion, from time to time may change, modify, amend, or terminate this incentive plan, policy, program, or arrangement.
|
•
|
Severance. You will be entitled to severance benefits consistent with similarly situation executive officers, which benefits will include the following and be documented in a Severance Agreement substantially in the form of Severance Agreement filed on the Company’s Form 8-K dated October 29, 2019. In the event of any inconsistency between the terms of the Severance Agreement and those described herein, the terms of the Severance Agreement shall control. If the Company terminates your employment without Cause, or you resign for Good Reason, then the Company shall continue to pay you your base salary in effect as of
|
•
|
Change in Control. You will be entitled to severance benefits in connection with a Change in Control consistent with similarly situation executive officers, which benefits will include the following and be documented in a Change in Control Agreement substantially in the form of Change in Control Agreement filed on the Company’s Form 8-K dated November 8, 2018. In the event of any inconsistency between the terms of the Change in Control Agreement and those described herein, the terms of the Change in Control Agreement shall control. If your employment is terminated without Cause within two years following a Change in Control, or if you resign for Good Reason within such two year period, then the Company shall pay you, in a lump sum, an amount equal to two times the sum of (a) your base salary in effect as of the date of such termination or resignation (or, if greater, the base salary set forth in this letter) plus (b) your annual incentive bonus payment at target levels of performance, which total amount shall be subject to applicable withholding and deductions and shall be paid within sixty (60) days of such termination or resignation. In addition, if your employment is terminated without Cause within two years following a Change in Control, or if you resign for Good Reason within such two year period, you shall be entitled to your annual incentive bonus payment, prorated for your time of employment, based on actual performance and payable at the time it would otherwise be paid had your employment not terminated, subject to applicable withholding and deductions. The LTI Grant, and any other equity or equity-based awards will become fully vested following a Change in Control (with all performance-based criteria deemed met at target levels of performance) upon your termination of employment if your employment is terminated by the Company without Cause or if you resign for Good Reason within two years after a Change in Control.
|
•
|
Restrictive Covenants; Recoupment; Definitions; Other Terms. In connection with your employment by the Company, you will be required to agree to restrictive covenants for the benefit of the Company and its subsidiaries on the same terms as other similarly situated executives. Your compensation shall be subject to recoupment pursuant to the Company’s policies from time to time in effect and you will be required to adhere to all applicable Company policies and procedures. Capitalized terms used but not defined herein will have the meanings provided in the Company’s compensation plans.
|
1.
|
GENERAL RELEASE
|
1.
|
Separation Date. On _______ (the “Separation Date”), the Employee’s employment as an employee of the Company terminated. As of the Separation Date, the Employee will cease to hold any and all positions as an officer of the Company and each of its affiliates. The Employee agrees to execute any and all reasonable additional documents necessary and solely to effectuate such resignations.
|
2.
|
Release of the Company.
|
a.
|
The Employee on behalf of the Employee, the Employee’s spouse, heirs, administrators, representatives, executors, successors, assigns and all other persons claiming by or through the Employee (collectively, “Releasors”), does hereby voluntarily, knowingly and willingly release, waive and forever discharge the Company, together with each of its past, present and future owners, parents, subsidiaries and affiliates, together with each of their current, former or future directors, officers, partners, agents, members, employees, trustees, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors and assigns, both individually and in their official capacities (each, individually, a “Releasee” and collectively, the “Releasees”) from, and does fully waive any and all obligations of any of the Releasees to any Releasors for, any and all rights, actions, charges, causes of action, demands, damages, claims for relief, complaints, remuneration, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, demands, accounts, expenses (including attorneys’ fees and costs) or liabilities of any kind whatsoever, whether known or unknown, contingent or absolute (collectively, “Claims”), which the Employee or any other Releasors ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date the Employee executes this Release, including but not limited to, (A) any such Claims relating in any way to the Employee’s employment with the Company or any other Releasee, and (B) any such Claims arising under any federal, local, or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Genetic Information Nondiscrimination Act of 2008, Minnesota Human Rights Act, Minn. Stat. §§ 363A.01-363A.41; Minnesota Equal Pay for Equal Work Law, Minn. Stat. §§ 181.66-181.71; Minn. §§ 181.81; Minn. Stat. § 176.82; Minn. Stat. §§ 181.931, 181.932, 181.935; Minn. Stat. §§ 181.940-181.944, each as amended and including each of their respective implementing regulations and/or any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived or released; (ii) arising out of or relating to the termination of the Employee’s employment with the Company or any other Releasee; or (iii) arising
|
b.
|
The Employee agrees that neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or construed at any time to be an admission by the Company, any of the Releasees or the Employee of any improper or unlawful conduct. The Employee further acknowledges and agrees that the Company and each of the other Releasees have fully satisfied any and all obligations owed to the Employee arising out of or relating to Employee’s employment with and termination of employment from the Company and any other Releasees, and that no further sums, payments, or benefits are owed to the Employee by the Company or any of the other Releasees arising out of or relating to the Employee’s employment with, or termination of employment from, the Company or any of the other Releasees, except as expressly provided in this Release.
|
c.
|
Notwithstanding anything in this Release to the contrary, Releasors do not release or waive, and this Release is not intended to, and does not, apply to, and shall not be construed to apply to: (i) entitlements the Employee or any Releasor may have under this Release, or any obligations of any of the Releasees thereunder; (ii) any Released Claims the Employee cannot waive under applicable law, such as the right to make a claim for unemployment or worker’s compensation benefits; (iii) any claim or right to vested benefits under any 401(k) plan, pension plan or profit sharing plan of the Company or its affiliates, or properly incurred unreimbursed business expenses (or other compensation due through the Separation Date), as applicable; (iv) any claim or right to continuation of health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (or similar law); (v) any claim that arises after this Release is signed; (vi) waive or release any right to indemnification, or directors’ and officers’ liability coverage, that the Employee or any Releasor may have pursuant to the Company’s or its affiliates’ bylaws, charter or any applicable insurance policy or other agreements under which the Employee is entitled to indemnification or directors’ and officers’ liability coverage; or (vii) any obligations of the Company to make payments to the Employee, or to deliver shares of equity or cash in lieu thereof, or any other payments of any nature or type, all of the foregoing as contemplated under and in accordance with the terms of the Employment Agreement between the Company and Employee, effective as of October 22, 2018, as amended thereafter.
|
3.
|
ADEA; Revocation. This Release includes, but is not limited to, a release of claims arising under the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) (“ADEA”) and the Minnesota Human Rights Act (“MHRA”), Minn. Stat. § 363A, et seq. The Employee has been informed of the Employee’s right to review and consider this Release for 21 calendar days, if the Employee so chooses, and understands that Employee may sign this Release before the 21-day period has ended, but if the Employee does so, the Employee is waiving and releasing any rights to the full 21-day period. In no case may the Employee sign this Release before close of business on the Separation Date. The Employee understands and agrees that changes to this Release, whether material or immaterial, will not restart the 21-day consideration period. This Release will not become effective until the 15th calendar day after the date on which the Employee signs this Release. The Employee understands that the Employee may rescind the Employee’s execution of this Release by providing written notice to the Company in
|
4.
|
Acknowledgment. The Employee acknowledges and agrees that (a) the Employee has read and understands this Release in its entirety; (b) the Company has advised the Employee to consult with an attorney of the Employee’s choosing, specifically concerning this Release, its meaning and its effect, prior to executing this Release and that the Employee has had the opportunity to do so; (c) the Employee’s waiver of rights under this Release is knowing and voluntary and the Employee is entering into this Release willingly; (d) the Employee has a full understanding of the nature of this Release and the consequences of its terms; and (e) that, by assenting to this Release, the Employee will be receiving payments and benefits to which the Employee would not otherwise be entitled.
|
5.
|
Restrictive Covenants. The Employee acknowledges and agrees that the confidentiality, noncompetition or non-solicitation provisions or similar provisions set forth in each of (a) any employment agreement the Employee may have with UNFI; or (b) any award agreement corresponding to an equity award received by the Employee, as amended (if applicable), shall remain in full force and effect following the Separation Date in accordance with their respective terms. Employee reaffirms all such obligations as if fully set forth herein.
|
6.
|
Permitted Disclosures.
|
a.
|
Nothing in this Release shall prohibit the Employee from responding to a subpoena, court order, investigation or similar legal process; provided, however, that, to the extent permitted by such subpoena, court order, investigation or legal process, the Employee agrees to notify the Company’s Office of the General Counsel in writing at the address below prior to making any such disclosure sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order, investigation or similar legal process as soon as reasonably practicable after receiving or receiving notice of a subpoena or court order requesting disclosure of such information: United Natural Foods, Inc., Office of the General Counsel, 313 Iron Horse Way, Providence, RI 02908.
|
b.
|
Pursuant to 18 U.S.C. § 1833(b), the Employee understands that the Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to the Employee’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Employee understands that if the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the trade secret to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Release,
|
7.
|
Agreement to Cooperate. The Employee also agrees to cooperate, at such reasonable times as may be reasonably requested in advance by the Company, with the Company in regard to any material legal matter, litigation, pre-litigation, administrative, governmental or other judicial proceeding, inquiry or investigation involving the Company and concerning any matters as to which the Employee was actively involved during the Employee’s employment or as to which Employee has direct knowledge. This includes, but is not limited to, providing the Company with complete and accurate information or providing truthful testimony in any proceeding. The Company shall reimburse the Employee for reasonable out-of-pocket expenses incurred by the Employee in connection with such undertakings (including reasonable attorneys’ fees). Notwithstanding the foregoing, the Employee shall not be obligated to provide such cooperation if such cooperation materially interferes with the Employee’s ability to perform his or her duties with any new employer or is in contravention of any Constitutional rights.
|
8.
|
Return of Property. The Employee acknowledges that Employee has returned all Company property in the Employee’s possession, including any materials stored on a cloud storage site, prior to the date hereof including, but not limited to, equipment, ID cards, Corporate Cards, all copies of customer lists, forms, plans, documents, systems designs, product features, technology or other written and computer materials belonging to the Company or its clients. The Employee will not at any time copy or reproduce any of the Company’s or its customers’ property. The Employee further understands that all designs, improvements, writings and discoveries made by the Employee during employment that relate to the Company’s business is the exclusive property of the Company and the Employee cannot use, disclose, sell or give them to anyone else.
|
9.
|
Entire Agreement. This Release, inclusive of the agreements and plans referenced herein, is the entire agreement between the Employee and the Company concerning the Employee’s employment and the termination of the Employee’s employment. It is the Employee’s intent to be legally bound by the terms of this Release. No amendments, modifications or waivers of this Release shall be binding unless made in writing and signed by both Employee and the Company.
|
10.
|
No Waivers. No waiver by either party, at any time, of any breach by the other party of, or of compliance by the other party with, any condition or provision of this Release to be performed or complied with by such other party shall be deemed a waiver of any similar or dissimilar provision or condition of this Release or any other breach of or failure to comply with the same condition or provision at the same time or at any prior or subsequent time.
|
11.
|
Severability. The Employee and the Company agree that if any part, term or provision of this Release should be held to be unenforceable, invalid or illegal under any applicable
|
12.
|
Governing Law. This Release will be governed by the laws of the State of Delaware, without giving effect to its conflict of laws rules.
|
13.
|
Construction. The Employee acknowledges and agrees that no promises or representations have been made to induce the Employee to sign this Release other than as expressly set forth herein and that the Employee has signed this Release as a free and voluntary act. Further, this Release has been entered into after review of its terms by the Employee and the Employee’s counsel. Therefore, there shall be no strict construction for or against either party. No ambiguity or admission shall be construed against the Company on the grounds that this Release or any of its provisions was drafted or prepared by the Company.
|
14.
|
Counterparts. This Release may be executed in counterparts, each of which will be deemed an original but all of which, taken together, shall constitute one and the same instrument.
|
1.
|
Separation Date. On _______ (the “Separation Date”), the Employee’s employment as an employee of the Company terminated. As of the Separation Date, the Employee will cease to hold any and all positions as an officer of the Company and each of its affiliates. The Employee agrees to execute any and all reasonable additional documents necessary and solely to effectuate such resignations.
|
2.
|
Release of the Company.
|
a.
|
The Employee on behalf of the Employee, the Employee’s spouse, heirs, administrators, representatives, executors, successors, assigns and all other persons claiming by or through the Employee (collectively, “Releasors”), does hereby voluntarily, knowingly and willingly release, waive and forever discharge the Company, together with each of its past, present and future owners, parents, subsidiaries and affiliates, together with each of their current, former or future directors, officers, partners, agents, members, employees, trustees, representatives and attorneys, and each of their respective subsidiaries, affiliates, estates, predecessors, successors and assigns, both individually and in their official capacities (each, individually, a “Releasee” and collectively, the “Releasees”) from, and does fully waive any and all obligations of any of the Releasees to any Releasors for, any and all rights, actions, charges, causes of action, demands, damages, claims for relief, complaints, remuneration, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, demands, accounts, expenses (including attorneys’ fees and costs) or liabilities of any kind whatsoever, whether known or unknown, contingent or absolute (collectively, “Claims”), which the Employee or any other Releasors ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date the Employee executes this Release, including but not limited to, (A) any such Claims relating in any way to the Employee’s employment with the Company or any other Releasee, and (B) any such Claims arising under any federal, local, or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866 and 1871 (42 U.S.C. § 1981), the Civil Rights Act of 1991, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Genetic Information Nondiscrimination Act of 2008, Minnesota Human Rights Act, Minn. Stat. §§ 363A.01-363A.41; Minnesota Equal Pay for Equal Work Law, Minn. Stat. §§ 181.66-181.71; Minn. §§ 181.81; Minn. Stat. § 176.82; Minn. Stat. §§ 181.931, 181.932, 181.935; Minn. Stat. §§ 181.940-181.944, each as amended and including each of their respective implementing regulations and/or any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived or released; (ii) arising out of or relating to the termination of the Employee’s employment with the Company or any other Releasee; or (iii) arising
|
b.
|
The Employee agrees that neither this Release, nor the furnishing of the consideration for this Release, shall be deemed or construed at any time to be an admission by the Company, any of the Releasees or the Employee of any improper or unlawful conduct. The Employee further acknowledges and agrees that the Company and each of the other Releasees have fully satisfied any and all obligations owed to the Employee arising out of or relating to Employee’s employment with and termination of employment from the Company and any other Releasees, and that no further sums, payments, or benefits are owed to the Employee by the Company or any of the other Releasees arising out of or relating to the Employee’s employment with, or termination of employment from, the Company or any of the other Releasees, except as expressly provided in this Release.
|
c.
|
Notwithstanding anything in this Release to the contrary, Releasors do not release or waive, and this Release is not intended to, and does not, apply to, and shall not be construed to apply to: (i) entitlements the Employee or any Releasor may have under this Release, or any obligations of any of the Releasees thereunder; (ii) any Released Claims the Employee cannot waive under applicable law, such as the right to make a claim for unemployment or worker’s compensation benefits; (iii) any claim or right to vested benefits under any 401(k) plan, pension plan or profit sharing plan of the Company or its affiliates, or properly incurred unreimbursed business expenses (or other compensation due through the Separation Date), as applicable; (iv) any claim or right to continuation of health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (or similar law); (v) any claim that arises after this Release is signed; (vi) waive or release any right to indemnification, or directors’ and officers’ liability coverage, that the Employee or any Releasor may have pursuant to the Company’s or its affiliates’ bylaws, charter or any applicable insurance policy or other agreements under which the Employee is entitled to indemnification or directors’ and officers’ liability coverage; or (vii) any obligations of the Company to make payments to the Employee, or to deliver shares of equity or cash in lieu thereof, or any other payments of any nature or type, all of the foregoing as contemplated under and in accordance with the terms of the Employment Agreement between the Company and Employee, effective as of October 22, 2018, as amended thereafter.
|
3.
|
ADEA; Revocation. This Release includes, but is not limited to, a release of claims arising under the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) (“ADEA”) and the Minnesota Human Rights Act (“MHRA”), Minn. Stat. § 363A, et seq. The Employee has been informed of the Employee’s right to review and consider this Release for 21 calendar days, if the Employee so chooses, and understands that Employee may sign this Release before the 21-day period has ended, but if the Employee does so, the Employee is waiving and releasing any rights to the full 21-day period. In no case may the Employee sign this Release before close of business on the Separation Date. The Employee understands and agrees that changes to this Release, whether material or immaterial, will not restart the 21-day consideration period. This Release will not become effective until the 15th calendar day after the date on which the Employee signs this Release. The Employee understands that the Employee may rescind the Employee’s execution of this Release by providing written notice to the Company in
|
4.
|
Acknowledgment. The Employee acknowledges and agrees that (a) the Employee has read and understands this Release in its entirety; (b) the Company has advised the Employee to consult with an attorney of the Employee’s choosing, specifically concerning this Release, its meaning and its effect, prior to executing this Release and that the Employee has had the opportunity to do so; (c) the Employee’s waiver of rights under this Release is knowing and voluntary and the Employee is entering into this Release willingly; (d) the Employee has a full understanding of the nature of this Release and the consequences of its terms; and (e) that, by assenting to this Release, the Employee will be receiving payments and benefits to which the Employee would not otherwise be entitled.
|
5.
|
Restrictive Covenants. The Employee acknowledges and agrees that the confidentiality, noncompetition or non-solicitation provisions or similar provisions set forth in each of (a) any employment agreement the Employee may have with UNFI; or (b) any award agreement corresponding to an equity award received by the Employee, as amended (if applicable), shall remain in full force and effect following the Separation Date in accordance with their respective terms. Employee reaffirms all such obligations as if fully set forth herein.
|
6.
|
Permitted Disclosures.
|
a.
|
Nothing in this Release shall prohibit the Employee from responding to a subpoena, court order, investigation or similar legal process; provided, however, that, to the extent permitted by such subpoena, court order, investigation or legal process, the Employee agrees to notify the Company’s Office of the General Counsel in writing at the address below prior to making any such disclosure sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order, investigation or similar legal process as soon as reasonably practicable after receiving or receiving notice of a subpoena or court order requesting disclosure of such information: United Natural Foods, Inc., Office of the General Counsel, 313 Iron Horse Way, Providence, RI 02908.
|
b.
|
Pursuant to 18 U.S.C. § 1833(b), the Employee understands that the Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to the Employee’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Employee understands that if the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the trade secret to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Release,
|
7.
|
Agreement to Cooperate. The Employee also agrees to cooperate, at such reasonable times as may be reasonably requested in advance by the Company, with the Company in regard to any material legal matter, litigation, pre-litigation, administrative, governmental or other judicial proceeding, inquiry or investigation involving the Company and concerning any matters as to which the Employee was actively involved during the Employee’s employment or as to which Employee has direct knowledge. This includes, but is not limited to, providing the Company with complete and accurate information or providing truthful testimony in any proceeding. The Company shall reimburse the Employee for reasonable out-of-pocket expenses incurred by the Employee in connection with such undertakings (including reasonable attorneys’ fees). Notwithstanding the foregoing, the Employee shall not be obligated to provide such cooperation if such cooperation materially interferes with the Employee’s ability to perform his or her duties with any new employer or is in contravention of any Constitutional rights.
|
8.
|
Return of Property. The Employee acknowledges that Employee has returned all Company property in the Employee’s possession, including any materials stored on a cloud storage site, prior to the date hereof including, but not limited to, equipment, ID cards, Corporate Cards, all copies of customer lists, forms, plans, documents, systems designs, product features, technology or other written and computer materials belonging to the Company or its clients. The Employee will not at any time copy or reproduce any of the Company’s or its customers’ property. The Employee further understands that all designs, improvements, writings and discoveries made by the Employee during employment that relate to the Company’s business is the exclusive property of the Company and the Employee cannot use, disclose, sell or give them to anyone else.
|
9.
|
Entire Agreement. This Release, inclusive of the agreements and plans referenced herein, is the entire agreement between the Employee and the Company concerning the Employee’s employment and the termination of the Employee’s employment. It is the Employee’s intent to be legally bound by the terms of this Release. No amendments, modifications or waivers of this Release shall be binding unless made in writing and signed by both Employee and the Company.
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10.
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No Waivers. No waiver by either party, at any time, of any breach by the other party of, or of compliance by the other party with, any condition or provision of this Release to be performed or complied with by such other party shall be deemed a waiver of any similar or dissimilar provision or condition of this Release or any other breach of or failure to comply with the same condition or provision at the same time or at any prior or subsequent time.
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11.
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Severability. The Employee and the Company agree that if any part, term or provision of this Release should be held to be unenforceable, invalid or illegal under any applicable
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12.
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Governing Law. This Release will be governed by the laws of the State of Delaware, without giving effect to its conflict of laws rules.
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13.
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Construction. The Employee acknowledges and agrees that no promises or representations have been made to induce the Employee to sign this Release other than as expressly set forth herein and that the Employee has signed this Release as a free and voluntary act. Further, this Release has been entered into after review of its terms by the Employee and the Employee’s counsel. Therefore, there shall be no strict construction for or against either party. No ambiguity or admission shall be construed against the Company on the grounds that this Release or any of its provisions was drafted or prepared by the Company.
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14.
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Counterparts. This Release may be executed in counterparts, each of which will be deemed an original but all of which, taken together, shall constitute one and the same instrument.
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1.
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Definition.
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UNITED NATURAL FOODS, INC.
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By:
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DIRECTOR
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1.
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Definitions.
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[Vesting date]
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[Number or % of shares that vest on the vesting date]
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[Vesting date]
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[Number or % of shares that vest on the vesting date]
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[Vesting date]
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[Number or % of shares that vest on the vesting date]
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UNITED NATURAL FOODS, INC.
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By:
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PARTICIPANT
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1.
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I have reviewed this quarterly report on Form 10-Q of United Natural Foods, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying 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:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying 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
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Chief Executive Officer
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Note:
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A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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1.
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I have reviewed this quarterly report on Form 10-Q of United Natural Foods, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying 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:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying 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/ John W. Howard
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John W. Howard
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Chief Financial Officer
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Note:
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A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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/s/ Steven L. Spinner
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Steven L. Spinner
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Chief Executive Officer
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March 11, 2020
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Note:
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A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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/s/ John W. Howard
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John W. Howard
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Chief Financial Officer
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March 11, 2020
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Note:
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A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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