(Exact name of registrant as specified in its charter) | ||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices) (Zip Code) |
N/A |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Emerging growth company |
Exhibit No. | Description | |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
UNITED NATURAL FOODS, INC. | |
By: | /s/ John W. Howard |
Name: | John W. Howard |
Title: | Chief Financial Officer |
• | Net sales increased to $26.5 billion |
• | Net loss of $(274) million, including $425 million pre-tax goodwill and asset impairment charges recorded in the first quarter of fiscal 2020 |
• | Adjusted EBITDA increased to $673 million |
• | Loss per diluted share (EPS) improved to $(5.10) |
• | Adjusted EPS increased to $2.72 |
• | Reduced outstanding debt, net of cash, by $388 million; year-end adjusted EBITDA leverage ratio of 4.0x |
• | Net sales increased 0.4% to $6.75 billion, an 8.0% increase on a comparable basis |
• | Net income increased 173.7% to $52 million, a 207.1% increase on a comparable basis |
• | Adjusted EBITDA increased 19.3% to $198 million, a 27.9% increase on a comparable basis |
• | Earnings per diluted share (EPS) increased 147.2% to $0.89, a 177.9% increase on a comparable basis |
• | Adjusted EPS increased 202.9% to $1.06, a 205.2% increase on a comparable basis |
Fourth Quarter Ended | Fiscal Year | |||||||||||||||||||||||
($ in millions, except for per share data) | August 1, 2020 (13 weeks) | August 3, 2019 (14 weeks) | Percent Change | Comparable 13 Week Percent Change(3) | August 1, 2020 (52 weeks) | August 3, 2019 (53 weeks) | Percent Change(4) | |||||||||||||||||
Net sales | $ | 6,755 | $ | 6,731 | 0.4 | % | 8.0 | % | $ | 26,514 | $ | 22,307 | 18.9 | % | ||||||||||
Chains(1) | $ | 2,713 | $ | 2,729 | (0.6 | )% | 6.9 | % | $ | 10,663 | $ | 8,812 | 21.0 | % | ||||||||||
Independent retailers(1) | $ | 1,776 | $ | 1,714 | 3.6 | % | 11.4 | % | $ | 6,699 | $ | 5,536 | 21.0 | % | ||||||||||
Supernatural(1) | $ | 1,119 | $ | 1,164 | (3.9 | )% | 3.6 | % | $ | 4,720 | $ | 4,394 | 7.4 | % | ||||||||||
Retail(1) | $ | 640 | $ | 567 | 12.9 | % | 21.4 | % | $ | 2,331 | $ | 1,653 | 41.0 | % | ||||||||||
Other(1) | $ | 507 | $ | 557 | (9.0 | )% | (2.1 | )% | $ | 2,101 | $ | 1,912 | 9.9 | % | ||||||||||
Net Income (Loss) | $ | 52 | $ | 19 | 173.7 | % | 207.1 | % | $ | (274 | ) | $ | (285 | ) | 3.9 | % | ||||||||
Adjusted EBITDA(2) | $ | 198 | $ | 166 | 19.3 | % | 27.9 | % | $ | 673 | $ | 563 | 19.6 | % | ||||||||||
Earnings (Loss) Per Diluted Share (EPS) | $ | 0.89 | $ | 0.36 | 147.2 | % | 177.9 | % | $ | (5.10 | ) | $ | (5.56 | ) | 8.3 | % | ||||||||
Adjusted EPS(2) | $ | 1.06 | $ | 0.35 | 202.9 | % | 205.2 | % | $ | 2.72 | $ | 1.68 | 61.9 | % |
(1) | For the fourth quarter of fiscal 2020, the presentation of net sales by customer channel has been recast to be presented on a basis consistent with customer size. International customers other than Canada, and alternative format sales continue to be classified within Other. The main effect of the change was to re-categorize the former Supermarkets and Independents channels, previously classified by the majority of product carried by those customers between conventional and natural products, respectively, to classify those stores by the number of customer locations UNFI supplies. There was no impact to the Consolidated Statements of Operations as a result of the reclassification of customer types. UNFI believes this new basis better reflects the nature and economic risks of cash flows from customers: Chains, which consists of customer accounts that typically have more than 10 operating stores and exclude stores included within the Supernatural and Other channels defined below; Independent retailers, which include smaller size accounts and include single store and multiple store locations, but are not classified within Chains above or Other discussed below; Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of Whole Foods Market; Retail, which includes our Retail segment, including the Cub Foods business and the majority of the remaining Shoppers locations, excluding five Shoppers locations that are held for sale; and Other, which includes international customers outside of Canada, foodservice, e-commerce, conventional military business and other sales. |
(2) | Please refer to the tables in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with U.S. GAAP. |
(3) | The comparable 13 week percent change removes the estimated contribution from the additional week in fiscal 2019 which is calculated by subtracting one-fifth of the respective metrics for the last five-week period within the 14-week fourth quarter of fiscal 2019. |
(4) | Fiscal 2019 included 53 weeks and benefited from the contribution from an acquisition for 41 of the 53 weeks. |
Fiscal Year Ending July 31, 2021 | % Growth Over FY20 at Midpoint | |||
Net Sales ($ in billions) | $27.0 - $27.8 | 3.3% | ||
Net Income ($ in millions) | $154 - $183 | - | ||
Earnings Per Diluted Share (EPS) | $2.55 - $3.05 | - | ||
Adjusted EPS (2) (3) | $3.05 - $3.55 | 21.3% | ||
Adjusted EBITDA(3) ($ in millions) | $690 - $730 | 5.5% | ||
Capital Expenditures ($ in millions) | $200 - $250 | - |
(1) | The outlook provided above is for fiscal 2021 only and replaces and supersedes any and all guidance provided prior to the date hereof covering fiscal 2021 or subsequent years. This outlook is forward-looking, is based on management's current estimates and expectations and is subject to a number of risks, including many that are outside of management's control. See cautionary Safe Harbor Statement below. |
(2) | The Company uses an adjusted effective tax rate in calculating Adjusted EPS. The adjusted effective tax rate is calculated based on adjusted net income before tax. It also excludes the potential impact of changes to uncertain tax positions, valuation allowances, stock compensation accounting (ASU 2016-09) and discrete GAAP tax items which could impact the comparability of the operational effective tax rate. The Company believes using this adjusted effective tax rate provides better consistency across the interim reporting periods since each of these discrete items can cause volatility in the GAAP tax rate that is not indicative of the underlying ongoing operations of the Company. By providing this non-GAAP measure, management intends to provide investors with a meaningful, consistent comparison of the Company’s effective tax rate on ongoing operations. |
(3) | Please refer to the tables in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP. |
INVESTOR CONTACT: | |||
Steve Bloomquist | |||
Vice President, Investor Relations | |||
952-828-4144 |
Fourth Quarter Ended | Fiscal Year Ended | ||||||||||||||
August 1, 2020 (13 weeks) | August 3, 2019 (14 weeks) | August 1, 2020 (52 weeks) | August 3, 2019 (53 weeks) | ||||||||||||
Net sales | $ | 6,754,555 | $ | 6,731,294 | $ | 26,514,267 | $ | 22,307,456 | |||||||
Cost of sales | 5,754,531 | 5,762,315 | 22,639,475 | 19,098,850 | |||||||||||
Gross profit | 1,000,024 | 968,979 | 3,874,792 | 3,208,606 | |||||||||||
Operating expenses | 884,060 | 894,255 | 3,541,487 | 2,967,912 | |||||||||||
Goodwill and asset impairment (adjustment) charges | — | (39,845 | ) | 425,405 | 292,770 | ||||||||||
Restructuring, acquisition and integration related expenses | 20,632 | 19,439 | 86,383 | 148,195 | |||||||||||
Loss (gain) on sale of assets | 16,347 | (529 | ) | 17,132 | (499 | ) | |||||||||
Operating income (loss) | 78,985 | 95,659 | (195,615 | ) | (199,772 | ) | |||||||||
Other expense (income): | |||||||||||||||
Net periodic benefit income, excluding service cost | (11,758 | ) | (12,045 | ) | (39,177 | ) | (35,041 | ) | |||||||
Interest expense, net | 45,793 | 59,008 | 191,607 | 180,789 | |||||||||||
Other, net | (129 | ) | (834 | ) | (3,591 | ) | (1,063 | ) | |||||||
Total other expense, net | 33,906 | 46,129 | 148,839 | 144,685 | |||||||||||
Income (loss) from continuing operations before income taxes | 45,079 | 49,530 | (344,454 | ) | (344,457 | ) | |||||||||
(Benefit) provision for income taxes | (7,883 | ) | 27,724 | (90,445 | ) | (58,936 | ) | ||||||||
Net income (loss) from continuing operations | 52,962 | 21,806 | (254,009 | ) | (285,521 | ) | |||||||||
Income (loss) from discontinued operations, net of tax | 926 | (2,386 | ) | (15,202 | ) | 898 | |||||||||
Net income (loss) including noncontrolling interests | 53,888 | 19,420 | (269,211 | ) | (284,623 | ) | |||||||||
Less net income attributable to noncontrolling interests | (1,522 | ) | (223 | ) | (4,929 | ) | (107 | ) | |||||||
Net income (loss) attributable to United Natural Foods, Inc. | $ | 52,366 | $ | 19,197 | $ | (274,140 | ) | $ | (284,730 | ) | |||||
Basic earnings (loss) per share: | |||||||||||||||
Continuing operations | $ | 0.94 | $ | 0.41 | $ | (4.81 | ) | $ | (5.57 | ) | |||||
Discontinued operations | $ | 0.02 | $ | (0.05 | ) | $ | (0.28 | ) | $ | 0.02 | |||||
Basic earnings (loss) per share | $ | 0.96 | $ | 0.36 | $ | (5.10 | ) | $ | (5.56 | ) | |||||
Diluted earnings (loss) per share: | |||||||||||||||
Continuing operations | $ | 0.88 | $ | 0.41 | $ | (4.81 | ) | $ | (5.57 | ) | |||||
Discontinued operations | $ | 0.02 | $ | (0.05 | ) | $ | (0.28 | ) | $ | 0.02 | |||||
Diluted earnings (loss) per share | $ | 0.89 | $ | 0.36 | $ | (5.10 | ) | $ | (5.56 | ) | |||||
Weighted average shares outstanding: | |||||||||||||||
Basic | 54,670 | 52,631 | 53,778 | 51,245 | |||||||||||
Diluted | 58,540 | 52,976 | 53,778 | 51,245 |
August 1, 2020 | August 3, 2019 | ||||||
ASSETS | |||||||
Cash and cash equivalents | $ | 46,993 | $ | 44,468 | |||
Accounts receivable, net | 1,120,199 | 1,067,012 | |||||
Inventories | 2,280,767 | 2,190,681 | |||||
Prepaid expenses and other current assets | 251,891 | 235,774 | |||||
Current assets of discontinued operations | 5,067 | 20,994 | |||||
Total current assets | 3,704,917 | 3,558,929 | |||||
Property and equipment, net | 1,701,216 | 1,896,164 | |||||
Operating lease assets | 982,808 | — | |||||
Goodwill | 19,607 | 442,256 | |||||
Intangible assets, net | 969,600 | 1,089,846 | |||||
Deferred income taxes | 107,624 | 34,262 | |||||
Other assets | 97,285 | 107,921 | |||||
Long-term assets of discontinued operations | 3,915 | 44,957 | |||||
Total assets | $ | 7,586,972 | $ | 7,174,335 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Accounts payable | $ | 1,633,448 | $ | 1,532,310 | |||
Accrued expenses and other current liabilities | 281,956 | 260,531 | |||||
Accrued compensation and benefits | 228,832 | 188,484 | |||||
Current portion of operating lease liabilities | 131,022 | — | |||||
Current portion of long-term debt and finance lease liabilities | 83,378 | 112,103 | |||||
Current liabilities of discontinued operations | 11,438 | 15,517 | |||||
Total current liabilities | 2,370,074 | 2,108,945 | |||||
Long-term debt | 2,426,994 | 2,819,050 | |||||
Long-term operating lease liabilities | 873,990 | — | |||||
Long-term finance lease liabilities | 143,303 | 108,208 | |||||
Pension and other postretirement benefit obligations | 292,128 | 237,266 | |||||
Deferred income taxes | — | 1,042 | |||||
Other long-term liabilities | 336,487 | 394,749 | |||||
Long-term liabilities of discontinued operations | 1,738 | 770 | |||||
Total liabilities | 6,444,714 | 5,670,030 | |||||
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; 55,306 shares issued and 54,691 shares outstanding at August 1, 2020; 53,501 shares issued and 52,886 shares outstanding at August 3, 2019 | 553 | 535 | |||||
Additional paid-in capital | 568,736 | 530,801 | |||||
Treasury stock at cost | (24,231 | ) | (24,231 | ) | |||
Accumulated other comprehensive loss | (237,946 | ) | (108,953 | ) | |||
Retained earnings | 837,633 | 1,108,890 | |||||
Total United Natural Foods, Inc. stockholders’ equity | 1,144,745 | 1,507,042 | |||||
Noncontrolling interests | (2,487 | ) | (2,737 | ) | |||
Total stockholders' equity | 1,142,258 | 1,504,305 | |||||
Total liabilities and stockholders’ equity | $ | 7,586,972 | $ | 7,174,335 |
Fiscal Year Ended | |||||||
(In thousands) | August 1, 2020 (52 weeks) | August 3, 2019 (53 weeks) | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss including noncontrolling interests | $ | (269,211 | ) | $ | (284,623 | ) | |
(Loss) income from discontinued operations, net of tax | (15,202 | ) | 898 | ||||
Net loss from continuing operations | (254,009 | ) | (285,521 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 281,535 | 247,746 | |||||
Share-based compensation | 24,643 | 25,551 | |||||
Loss (gain) on disposal of assets | 17,132 | (499 | ) | ||||
Closed property and other restructuring charges | 45,501 | 30,204 | |||||
Goodwill and asset impairments | 425,405 | 292,770 | |||||
Net pension and other postretirement benefit income | (39,177 | ) | (34,868 | ) | |||
Deferred income tax benefit | (70,933 | ) | (61,208 | ) | |||
LIFO charge | 17,900 | 25,372 | |||||
Provision for doubtful accounts, net | 46,032 | 9,749 | |||||
Non-cash interest expense and other adjustments | 14,706 | 15,654 | |||||
Changes in operating assets and liabilities, net of acquired businesses | |||||||
Accounts and notes receivable | (123,970 | ) | 53,351 | ||||
Inventories | (111,267 | ) | 183,105 | ||||
Prepaid expenses and other assets | 112,771 | (47,708 | ) | ||||
Accounts payable | 107,050 | (24,833 | ) | ||||
Accrued expenses, other liabilities and other | (40,954 | ) | (139,879 | ) | |||
Net cash provided by operating activities of continuing operations | 452,365 | 288,986 | |||||
Net cash provided by (used in) operating activities of discontinued operations | 4,171 | (4,456 | ) | ||||
Net cash provided by operating activities | 456,536 | 284,530 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Capital expenditures | (172,568 | ) | (228,477 | ) | |||
Purchases of acquired businesses, net of cash acquired | — | (2,292,435 | ) | ||||
Proceeds from dispositions of assets | 147,382 | 180,362 | |||||
Other | (2,498 | ) | (280 | ) | |||
Net cash used in investing activities of continuing operations | (27,684 | ) | (2,340,830 | ) | |||
Net cash provided by investing activities of discontinued operations | 26,218 | 82,043 | |||||
Net cash used in investing activities | (1,466 | ) | (2,258,787 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from borrowings of long-term debt | 2,050 | 1,926,642 | |||||
Proceeds from borrowings under revolving credit line | 4,278,202 | 3,971,504 | |||||
Proceeds from issuance of other loans | 6,266 | 22,358 | |||||
Repayments of borrowings under revolving credit line | (4,601,490 | ) | (3,101,679 | ) | |||
Repayments of long-term debt and finance leases | (122,302 | ) | (779,909 | ) | |||
Repayments of other loans | (24,408 | ) | — | ||||
Proceeds from the issuance of common stock and exercise of stock options | 14,276 | 23,975 | |||||
Payment of employee restricted stock tax withholdings | (1,023 | ) | (2,727 | ) | |||
Payments for debt issuance costs | — | (62,600 | ) | ||||
Distributions to noncontrolling interests | (4,642 | ) | (1,212 | ) | |||
Net cash (used in) provided by financing activities | (453,071 | ) | 1,996,352 | ||||
EFFECT OF EXCHANGE RATE ON CASH | (154 | ) | (143 | ) | |||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,845 | 21,952 | |||||
Cash and cash equivalents, at beginning of period | 45,267 | 23,315 | |||||
Cash and cash equivalents, at end of period | 47,112 | 45,267 | |||||
Less: cash and cash equivalents of discontinued operations | (119 | ) | (799 | ) | |||
Cash and cash equivalents | $ | 46,993 | $ | 44,468 | |||
Supplemental disclosures of cash flow information: | |||||||
Cash paid for interest | $ | 181,815 | $ | 183,042 | |||
Cash (refunds) payments for federal and state income taxes, net | $ | (21,886 | ) | $ | 77,676 |
Reconciliation of Net Income (Loss) from continuing operations and Income (loss) from discontinued operations, net of tax to Adjusted EBITDA (unaudited) | |||||||||||||||
(in thousands) | |||||||||||||||
Fourth Quarter Ended | Fiscal Year Ended | ||||||||||||||
August 1, 2020 (13 weeks) | August 3, 2019 (14 weeks) | August 1, 2020 (52 weeks) | August 3, 2019 (53 weeks) | ||||||||||||
Net income (loss) from continuing operations | $ | 52,962 | $ | 21,806 | $ | (254,009 | ) | $ | (285,521 | ) | |||||
Adjustments to continuing operations net income (loss): | |||||||||||||||
Less net income attributable to noncontrolling interests | (1,522 | ) | (223 | ) | (4,929 | ) | (107 | ) | |||||||
Total other expense, net | 33,906 | 46,129 | 148,839 | 144,685 | |||||||||||
(Benefit) provision for income taxes(1) | (7,883 | ) | 27,724 | (90,445 | ) | (58,936 | ) | ||||||||
Depreciation and amortization | 67,533 | 77,063 | 281,535 | 247,746 | |||||||||||
Share-based compensation | 11,638 | 11,426 | 33,689 | 40,495 | |||||||||||
Goodwill and asset impairment (benefit) charges(2) | — | (39,845 | ) | 425,405 | 292,770 | ||||||||||
Restructuring, acquisition, and integration related expenses(3) | 20,632 | 19,439 | 86,383 | 148,195 | |||||||||||
Loss (gain) on sale of assets(4) | 16,347 | (529 | ) | 17,132 | (499 | ) | |||||||||
Notes receivable charges(5) | — | — | 12,516 | — | |||||||||||
Inventory fair value adjustment(6) | — | — | — | 10,463 | |||||||||||
Legal settlement income, net of reserve adjustment(7) | — | (3,590 | ) | 1,196 | (1,390 | ) | |||||||||
Other retail expense(8) | 1,750 | — | 1,750 | — | |||||||||||
Adjusted EBITDA of continuing operations | 195,363 | 159,400 | 659,062 | 537,901 | |||||||||||
Adjusted EBITDA of discontinued operations(9) | 2,547 | 6,513 | 13,860 | 24,954 | |||||||||||
Adjusted EBITDA | $ | 197,910 | $ | 165,913 | $ | 672,922 | $ | 562,855 | |||||||
Income (loss) from discontinued operations, net of tax(9) | $ | 926 | $ | (2,386 | ) | $ | (15,202 | ) | $ | 898 | |||||
Adjustments to discontinued operations net income (loss): | |||||||||||||||
Total other expense, net | 167 | 25 | (4 | ) | 150 | ||||||||||
Benefit for income taxes | (1,143 | ) | (52 | ) | (4,465 | ) | (3,723 | ) | |||||||
Other expense | — | 12 | — | (62 | ) | ||||||||||
Restructuring, store closure and other charges, net(10) | 2,597 | 8,914 | 33,531 | 27,691 | |||||||||||
Adjusted EBITDA of discontinued operations(9) | $ | 2,547 | $ | 6,513 | $ | 13,860 | $ | 24,954 |
(1) | Fiscal 2020 includes the tax benefit from the CARES Act, which includes the impact of tax loss carrybacks to 35% tax years allowed under the CARES Act. |
(2) | Fiscal 2020 primarily 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 reflects a goodwill impairment charge attributable to the SUPERVALU acquisition. |
(3) | Fiscal 2020 primarily reflects Shoppers asset impairment charges, closed property and distribution center impairment charges and costs, and administrative fees associated with integration activities. Fiscal 2019 primarily reflects expenses resulting from the acquisition of SUPERVALU and acquisition and integration expenses, including employee-related costs. |
(4) | The fourth quarter of fiscal 2020 primarily reflects a $50.0 million accumulated depreciation and amortization charge related to the requirement to move Retail from discontinued operations to continuing operations, partially offset by $33.7 million of gains on the sale of distribution centers and other assets. |
(5) | 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. |
(6) | Reflects a non-cash charge related to the step-up of inventory values as part of purchase accounting. |
(7) | Reflects a charge to settle a legal proceeding and a charge related to our assessment of legal proceedings, net of income received to settle a legal proceeding. |
(8) | Reflects expenses associated with event-specific damages to certain retail stores. |
(9) | Income from discontinued operations, net of tax and Adjusted EBITDA of discontinued operations excludes rent expense of $0.5 million, $2.9 million in the fourth quarters of fiscal 2020 and 2019, respectively; and $5.8 million and $9.5 million in fiscal 2020 and 2019, 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 remain or expect to remain primarily obligated under these leases. We expect to assign these leases with the obligation to pay this rent expense to buyers of our retail discontinued operations upon sale. Due to these GAAP requirements to show rent expense, along with other administrative expenses of discontinued operations within continuing operations, UNFI believes the inclusion of discontinued operations results within Adjusted EBITDA provides UNFI and investors a meaningful measure of performance. |
(10) | Amounts represent store closure charges and costs, operational wind-down and inventory charges, and asset impairment charges related to discontinued operations. |
Reconciliation of Net Income (Loss) per Diluted Common Share to Adjusted Net Income per Diluted Common Share (unaudited) | |||||||||||||||
Fourth Quarter Ended | Fiscal Year Ended | ||||||||||||||
August 1, 2020 (13 weeks) | August 3, 2019 (14 weeks) | August 1, 2020 | August 3, 2019 | ||||||||||||
Net income (loss) attributable to UNFI per diluted common share | $ | 0.89 | $ | 0.36 | $ | (5.10 | ) | $ | (5.56 | ) | |||||
Goodwill and asset impairment (benefit) charges(1) | — | (0.75 | ) | 7.91 | 5.70 | ||||||||||
Restructuring, acquisition, and integration related expenses(2) | 0.35 | 0.37 | 1.61 | 2.89 | |||||||||||
Loss (gain) on sale of assets(3) | 0.28 | (0.01 | ) | 0.32 | (0.01 | ) | |||||||||
Pension settlement charge(4) | 0.02 | — | 0.21 | — | |||||||||||
Surplus property depreciation and interest expense(5) | (0.01 | ) | — | 0.15 | — | ||||||||||
Note receivable charges(6) | — | — | 0.23 | — | |||||||||||
Loss on debt extinguishment(7) | — | 0.01 | — | 0.06 | |||||||||||
Interest expense on senior notes(8) | — | — | — | 0.06 | |||||||||||
Inventory fair value adjustment(9) | — | — | — | 0.20 | |||||||||||
Legal reserve charge, net of settlement income(10) | — | (0.07 | ) | 0.02 | (0.03 | ) | |||||||||
Other retail expense(11) | 0.03 | — | 0.03 | — | |||||||||||
Discontinued operations store closures and other charges, net(12) | 0.06 | 0.17 | 0.64 | 0.55 | |||||||||||
Tax impact of adjustments and adjusted effective tax rate(13) | (0.49 | ) | 0.36 | (2.90 | ) | (1.78 | ) | ||||||||
Impact of dilutive shares(14) | — | — | (0.09 | ) | — | ||||||||||
Adjusted net income per diluted common share (Retail in Discontinued Operations) | 1.13 | 0.44 | 3.03 | 2.08 | |||||||||||
Depreciation and amortization adjustment(15) | (0.07 | ) | (0.09 | ) | (0.31 | ) | (0.40 | ) | |||||||
Adjusted net income per diluted common share (Retail in Continuing Operations)(13)(14) | $ | 1.06 | $ | 0.35 | $ | 2.72 | $ | 1.68 |
(1) | Fiscal 2020 primarily 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 reflects a goodwill impairment charge attributable to the SUPERVALU acquisition. |
(2) | Fiscal 2020 primarily reflects Shoppers asset impairment charges, closed property and distribution center impairment charges and costs, and administrative fees associated with integration activities. Fiscal 2019 primarily reflects expenses resulting from the acquisition of SUPERVALU and acquisition and integration expenses, including employee-related costs. |
(3) | The fourth quarter of fiscal 2020 primarily reflects a $50.0 million accumulated depreciation and amortization charge related to the requirement to move Retail from discontinued operations to continuing operations, partially offset by $33.7 million of gains on the sale of distribution centers and other assets. |
(4) | Reflects a non-cash pension settlement charges associated with the acceleration of a portion of the accumulated unrecognized actuarial loss as a result of the lump sum settlement payments. |
(5) | Reflects surplus, non-operating property depreciation and interest expense, including accelerated depreciation related to a location on which we recognized a gain that is included in Restructuring, acquisition and integration related expenses. |
(6) | 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. |
(7) | Reflects non-cash charges related to the acceleration of unamortized debt issuance costs due to term loan prepayments and extinguishment charges from the Company’s term loan, which was in place prior to the acquisition of SUPERVALU. |
(8) | Interest expense recorded on the SUPERVALU senior notes in the mandatory 30-day redemption notice period. |
(9) | Reflects a non-cash charge related to the step-up of inventory values as part of purchase accounting. |
(10) | Reflects a charge to settle a legal proceeding and a charge related to our assessment of legal proceedings, net of income received to settle a legal proceeding. |
(11) | Reflects expenses associated with event-specific damages to certain retail stores. |
(12) | Amounts represent store closure charges and costs, operational wind-down and inventory charges, and asset impairment charges related to discontinued operations. |
(13) | Represents the tax effect of the pre-tax adjustments and beginning in the first quarter of fiscal 2020 an adjustment to utilize an adjusted effective tax rate to calculate Adjusted EPS. The adjusted effective tax rate is calculated based on adjusted net income before tax, and its impact reflects the exclusion of changes to uncertain tax positions, valuation allowances, tax impacts related to the exercise of share-based compensation awards and discrete GAAP tax items which could impact the comparability of the operational effective tax rate. The Company believes using this adjusted effective tax rate will provide better consistency across the interim reporting periods since each of these discrete items can cause volatility in the GAAP tax rate that is not indicative of the true operations of the Company. By providing this non-GAAP measure, management intends to provide investors with a meaningful, consistent comparison of the Company’s effective tax rate on ongoing operations. For the fourth quarter of fiscal 2020 and fiscal year 2020, the use of the effective tax rate methodology used in fiscal 2019 to calculate Adjusted EPS would have resulted in the tax impact of adjustments being $(0.35) and $(2.85) per diluted share, respectively; and Adjusted EPS of $1.20 and $2.77, respectively. If the Company had utilized an adjusted effective tax rate in calculating Adjusted EPS in the fourth quarter of fiscal 2019 and fiscal year 2019, the tax impact of adjustments using the adjusted effective tax rate would have been $0.36 and $(1.90) per diluted share, respectively, and Adjusted EPS would have been $0.35 and $1.56 per diluted share, respectively. |
(14) | The computation of diluted earnings per share is calculated using diluted weighted average shares outstanding, which includes the net effect of dilutive stock awards. |
(15) | Included within Loss (gain) on sale of assets in the fourth quarter of fiscal 2020 is a pre-tax charge of $50.0 million related to the change in presentation of Retail to continuing operations. This charge was calculated under GAAP as the depreciation and amortization expense that would have been recognized had Retail been included in continuing operations for the full time period since the SUPERVALU acquisition date. This adjustment attributes the pro rata amount of the non-cash charge recognized in the fourth quarter of fiscal 2020 to the applicable time periods in which it would have been recognized had Retail been included within continuing operations since the acquisition date. UNFI believes the inclusion of this adjustment is a useful indicator of performance to both management and investors, as it provides a relative comparison to how UNFI’s results of operations will be reported on an ongoing basis. |
Reconciliation of Net Debt to Adjusted EBITDA Leverage Ratio (unaudited) | |||
(in thousands, except ratios) | |||
Fiscal Year Ended | |||
August 1, 2020 (52 weeks) | |||
Current portion of long-term debt and finance lease liabilities | $ | 83,378 | |
Long-term debt | 2,426,994 | ||
Long-term finance lease liabilities | 143,303 | ||
Less: Cash and cash equivalents | (46,993 | ) | |
Net carrying value of debt and finance lease liabilities | 2,606,682 | ||
Debt issuance costs, net | 45,846 | ||
Original issue discount on debt | 35,508 | ||
Net debt and finance lease liabilities | 2,688,036 | ||
Adjusted EBITDA | $ | 672,922 | |
Adjusted EBITDA leverage ratio | 4.0 | x |
Reconciliation of Net cash provided by operating activities to Free cash flow (unaudited) | |||||||
(in thousands) | |||||||
Fiscal Year Ended | |||||||
August 1, 2020 (52 weeks) | August 3, 2019 (53 weeks) | ||||||
Net cash provided by operating activities | $ | 456,536 | $ | 284,530 | |||
Capital expenditures | (172,568 | ) | (228,477 | ) | |||
Free cash flow | $ | 283,968 | $ | 56,053 |
Fiscal Year Ending July 31, 2021 | |||||||||||
Low Range | Estimate | High Range | |||||||||
Net income attributable to United Natural Foods, Inc. per diluted common share | $ | 2.55 | $ | 3.05 | |||||||
Restructuring, acquisition and integration related expenses | 0.46 | ||||||||||
Surplus property depreciation and interest expense | 0.10 | ||||||||||
Discontinued operations store closures and other charges, net | 0.12 | ||||||||||
Tax impact of adjustments and adjusted effective tax rate(1) | (0.18 | ) | |||||||||
Adjusted net income per diluted common share | $ | 3.05 | $ | 3.55 |
(1) | The estimated adjusted effective tax rate excludes the potential impact of changes in uncertain tax positions, tax impacts related to ASU 2006-09 regarding stock compensation and valuation allowances. Refer to the reconciliation for adjusted effective tax rate. |
Fiscal Year Ending July 31, 2021 | |||||||||||
(in thousands) | Low Range | Estimate | High Range | ||||||||
Net income attributable to United Natural Foods, Inc. | $ | 154,000 | $ | 183,000 | |||||||
Benefit for income taxes | 57,000 | 68,000 | |||||||||
Restructuring, acquisition and integration related costs | 27,000 | ||||||||||
Closed property depreciation and interest expense | 6,000 | ||||||||||
Discontinued operations store closures and other charges, net | 7,000 | ||||||||||
Net interest expense | 176,000 | ||||||||||
Other (income) expense, net | (1,000 | ) | |||||||||
Depreciation and amortization | 278,000 | ||||||||||
Share-based compensation | 54,000 | ||||||||||
Net periodic benefit income, excluding service costs | (68,000 | ) | |||||||||
Adjusted EBITDA | $ | 690,000 | $ | 730,000 |
Estimated Fiscal 2021 | Actual Fiscal 2020 | Actual Fiscal 2019 | ||||||
U.S. GAAP Effective Tax Rate | 28 | % | 26 | % | 18 | % | ||
Discrete quarterly recognition of GAAP items(1) | (1 | )% | (1 | )% | (2 | )% | ||
Tax impact of other charges and adjustments(2) | — | % | 1 | % | — | % | ||
Changes in valuation allowances(3) | — | % | 1 | % | — | % | ||
Impact of Goodwill Impairment | — | % | 11 | % | 11 | % | ||
Impact of CARES Act(4) | — | % | (11 | )% | — | % | ||
Adjusted Effective Tax Rate(5) | 27 | % | 27 | % | 27 | % |
(1) | Reflects changes in tax laws, excluding the CARES Act, uncertain tax positions, the tax impacts related to the exercise of share-based compensation awards, and any prior year deferred tax or payable adjustments. This includes prior-year Internal Revenue Service or other tax jurisdiction audit adjustments. |
(2) | Reflects the tax impact of pre-tax adjustments other than the goodwill impairment that are excluded from pre-tax income when calculating adjusted EPS. |
(3) | Reflects changes in valuation allowances related to changes in judgment regarding the realizability of deferred tax assets or current year operations. |
(4) | Reflects the impact of tax loss carrybacks to 35% tax years allowed under the CARES Act as compared to the 21% tax rate applicable to tax loss carryforwards. |
(5) | The Company establishes an estimated adjusted effective tax rate at the beginning of the fiscal year based on the best available information. The Company re-evaluates its estimated adjusted effective tax rate as appropriate throughout the year and adjusts for any material changes. The actual adjusted effective tax rate at the end of the fiscal year is based on actual results and accordingly may differ from the estimated adjusted effective tax rate used during the year. |
Document and Entity Information Document |
Sep. 23, 2020 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Sep. 23, 2020 |
Entity Registrant Name | UNITED NATURAL FOODS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-15723 |
Entity Tax Identification Number | 05-0376157 |
Entity Address, Address Line One | 313 Iron Horse Way, |
Entity Address, City or Town | Providence, |
Entity Address, State or Province | RI |
Entity Address, Postal Zip Code | 02908 |
City Area Code | 401 |
Local Phone Number | 528-8634 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, par value $0.01 |
Trading Symbol | UNFI |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001020859 |
Amendment Flag | false |
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