Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
May 02, 2020 | Jun. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | May 2, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-15723 | |
Entity Registrant Name | UNITED NATURAL FOODS, INC. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Common stock, par value $0.01 | |
Trading Symbol | UNFI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,686,954 | |
Entity Central Index Key | 0001020859 | |
Current Fiscal Year End Date | --08-01 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | May 02, 2020 | Aug. 03, 2019 | |
Current assets: | |||
Cash and cash equivalents | $ 56,425 | $ 42,350 | |
Accounts receivable, net | 1,232,612 | 1,065,699 | |
Inventories | 2,025,694 | 2,089,416 | |
Prepaid expenses and other current assets | 279,886 | 226,727 | |
Current assets of discontinued operations | 128,855 | 143,729 | |
Total current assets | 3,723,472 | 3,567,921 | |
Property and equipment, net | 1,534,270 | 1,639,259 | |
Operating lease assets | 984,039 | 0 | |
Goodwill | 19,148 | 442,256 | |
Intangible assets, net | 956,717 | 1,041,058 | |
Deferred income taxes | 67,690 | 31,087 | |
Other assets | 94,181 | 107,319 | |
Long-term assets of discontinued operations | 321,256 | 352,065 | |
Total assets | 7,700,773 | 7,180,965 | |
Current liabilities: | |||
Accounts payable | 1,716,263 | 1,476,857 | |
Accrued expenses and other current liabilities | 271,633 | 249,426 | |
Accrued compensation and benefits | 182,029 | 148,296 | |
Current portion of operating lease liabilities | 138,698 | [1] | 0 |
Current portion of long-term debt and finance lease liabilities | 33,440 | 112,103 | |
Current liabilities of discontinued operations | 135,503 | 122,265 | |
Total current liabilities | 2,477,566 | 2,108,947 | |
Long-term debt | 2,541,657 | 2,819,050 | |
Long-term operating lease liabilities | 877,229 | [1] | 0 |
Long-term finance lease liabilities | 145,672 | [2] | 108,208 |
Pension and other postretirement benefit obligations | 191,105 | 237,266 | |
Deferred income taxes | 979 | 1,042 | |
Other long-term liabilities | 289,706 | 393,595 | |
Long-term liabilities of discontinued operations | 8,899 | 1,923 | |
Total liabilities | 6,532,813 | 5,670,031 | |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding | 0 | 0 | |
Common stock, $0.01 par value, authorized 100,000 shares; 55,292 shares issued and 54,677 shares outstanding at May 2, 2020; 53,501 shares issued and 52,886 shares outstanding at August 3, 2019 | 553 | 535 | |
Additional paid-in capital | 558,738 | 530,801 | |
Treasury stock at cost | (24,231) | (24,231) | |
Accumulated other comprehensive loss | (151,645) | (108,953) | |
Retained earnings | 786,400 | 1,115,519 | |
Total United Natural Foods, Inc. stockholders' equity | 1,169,815 | 1,513,671 | |
Noncontrolling interests | (1,855) | (2,737) | |
Total stockholders' equity | 1,167,960 | 1,510,934 | |
Total liabilities and stockholders’ equity | $ 7,700,773 | $ 7,180,965 | |
[1] | Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $38.5 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 $0.5 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes payments related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | May 02, 2020 | Aug. 03, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 55,292,000 | 53,501,000 |
Common stock, outstanding shares | 54,677,000 | 52,886,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | ||||
Income Statement [Abstract] | |||||||
Net sales | $ 6,667,681 | $ 5,962,620 | $ 18,824,870 | $ 14,979,982 | |||
Cost of sales | 5,811,151 | 5,174,070 | 16,421,838 | 13,017,318 | |||
Gross profit | 856,530 | 788,550 | 2,403,032 | 1,962,664 | |||
Operating expenses | 774,376 | 737,681 | 2,300,635 | 1,852,768 | |||
Goodwill and asset impairment (adjustment) charges | 0 | (38,250) | 425,405 | 332,621 | |||
Restructuring, acquisition and integration related expenses | 10,449 | 19,438 | 54,385 | 134,567 | |||
Operating income (loss) | 71,705 | 69,681 | (377,393) | (357,292) | |||
Other expense (income): | |||||||
Net periodic benefit income, excluding service cost | (12,758) | (10,941) | (27,419) | (22,691) | |||
Interest expense, net | 47,108 | 54,917 | 145,247 | 121,149 | |||
Other, net | (973) | 958 | (1,539) | 231 | |||
Total other expense, net | 33,377 | 44,934 | 116,289 | 98,689 | |||
Income (loss) from continuing operations before income taxes | 38,328 | 24,747 | (493,682) | (455,981) | |||
Benefit for income taxes | (14,849) | (8,027) | (106,330) | (104,091) | |||
Net income (loss) from continuing operations | 53,177 | 32,774 | (387,352) | (351,890) | |||
Income from discontinued operations, net of tax | 37,192 | 24,370 | 64,253 | 47,847 | [1] | ||
Net income (loss) including noncontrolling interests | 90,369 | 57,144 | (323,099) | (304,043) | |||
Less net (income) loss attributable to noncontrolling interests | (2,238) | (52) | (3,407) | 116 | |||
Net income (loss) attributable to United Natural Foods, Inc. | $ 88,131 | $ 57,092 | $ (326,506) | $ (303,927) | |||
Basic earnings (loss) per share: | |||||||
Continuing operations | $ 0.99 | $ 0.64 | $ (7.24) | $ (6.93) | |||
Discontinued operations | 0.65 | 0.48 | 1.14 | 0.95 | |||
Basic earnings (loss) per share | 1.64 | 1.12 | (6.10) | (5.99) | |||
Diluted earnings (loss) per share: | |||||||
Continuing operations | 0.96 | 0.64 | (7.24) | (6.93) | |||
Discontinued operations | 0.63 | [2] | 0.48 | 1.12 | [2] | 0.94 | |
Diluted earnings (loss) per share | $ 1.60 | $ 1.12 | $ (6.10) | $ (5.99) | |||
Weighted average shares outstanding: | |||||||
Basic | 53,718 | 50,846 | 53,485 | 50,748 | |||
Diluted | 55,217 | 50,964 | 53,485 | 50,748 | |||
[1] | These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to April 27, 2019 . | ||||||
[2] | 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 and 821 thousand and 275 thousand shares for fiscal 2020 and 2019 year-to-date , respectively. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) including noncontrolling interests | $ 90,369 | $ 57,144 | $ (323,099) | $ (304,043) | |
Other comprehensive (loss) income: | |||||
Recognition of pension and other postretirement benefit obligations, net of tax | [1] | (574) | 0 | 7,368 | 0 |
Recognition of interest rate swap cash flow hedges, net of tax | [2] | (39,066) | (16,196) | (46,499) | (26,898) |
Foreign currency translation adjustments | (3,585) | (1,326) | (3,561) | (2,308) | |
Total other comprehensive loss | (43,225) | (17,522) | (42,692) | (29,206) | |
Less comprehensive (income) loss attributable to noncontrolling interests | (2,238) | (52) | (3,407) | 116 | |
Total comprehensive income (loss) attributable to United Natural Foods, Inc. | $ 44,906 | $ 39,570 | $ (369,198) | $ (333,133) | |
[1] | Amounts are net of tax (benefit) expense of $(0.2) million , $0.0 million , $2.4 million and $0.0 million , respectively. | ||||
[2] | Amounts are net of tax (benefit) expense of $(13.4) million , $(6.0) million , $(15.9) million and $(9.9) million , respectively. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Change in pension benefit obligation, tax (benefit) | $ (0.2) | $ 0 | $ 2.4 | $ 0 |
Change in fair value of swap agreements, tax (benefit) | $ (13.4) | $ (6) | $ (15.9) | $ (9.9) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total United Natural Foods, Inc. Stockholders’ Equity | Noncontrolling Interests |
Beginning Balance at Jul. 28, 2018 | $ 1,845,955 | $ 510 | $ (24,231) | $ 483,623 | $ (14,179) | $ 1,400,232 | $ 1,845,955 | $ 0 |
Beginning Balance (shares) at Jul. 28, 2018 | 51,025 | 615 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect of change in accounting principle | Accounting Standards Update 2014-09 | 277 | 277 | 277 | |||||
Restricted stock vestings and stock option exercises (shares) | 434 | |||||||
Restricted stock vestings and stock option exercises | (3,134) | $ 4 | (3,138) | (3,134) | ||||
Share-based compensation | 18,827 | 18,827 | 18,827 | |||||
Other/share-based compensation | 403 | 403 | 403 | |||||
Other comprehensive loss | (29,206) | (29,206) | (29,206) | |||||
Acquisition of noncontrolling interests | (1,633) | (1,633) | ||||||
Distributions to noncontrolling interests | (255) | (255) | ||||||
Proceeds from issuance of common stock, net (shares) | 260 | |||||||
Proceeds from issuance of common stock, net | 3,021 | $ 3 | 3,018 | 3,021 | ||||
Net income (loss) | (304,043) | (303,927) | (303,927) | (116) | ||||
Ending Balance at Apr. 27, 2019 | 1,530,212 | $ 517 | $ (24,231) | 502,733 | (43,385) | 1,096,582 | 1,532,216 | (2,004) |
Ending Balance (shares) at Apr. 27, 2019 | 51,719 | 615 | ||||||
Beginning Balance at Jan. 26, 2019 | 1,483,368 | $ 514 | $ (24,231) | 495,514 | (25,863) | 1,039,490 | 1,485,424 | (2,056) |
Beginning Balance (shares) at Jan. 26, 2019 | 51,433 | 615 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock vestings and stock option exercises (shares) | 26 | |||||||
Restricted stock vestings and stock option exercises | (115) | (115) | (115) | |||||
Share-based compensation | 4,316 | 4,316 | 4,316 | |||||
Other comprehensive loss | (17,522) | (17,522) | (17,522) | |||||
Proceeds from issuance of common stock, net (shares) | 260 | |||||||
Proceeds from issuance of common stock, net | 3,021 | $ 3 | 3,018 | 3,021 | ||||
Net income (loss) | 57,144 | 57,092 | 57,092 | 52 | ||||
Ending Balance at Apr. 27, 2019 | 1,530,212 | $ 517 | $ (24,231) | 502,733 | (43,385) | 1,096,582 | 1,532,216 | (2,004) |
Ending Balance (shares) at Apr. 27, 2019 | 51,719 | 615 | ||||||
Beginning Balance at Aug. 03, 2019 | $ 1,510,934 | $ 535 | $ (24,231) | 530,801 | (108,953) | 1,115,519 | 1,513,671 | (2,737) |
Beginning Balance (shares) at Aug. 03, 2019 | 52,886 | 53,501 | 615 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect of change in accounting principle | Accounting Standards Update 2016-02 | $ (2,613) | (2,613) | (2,613) | |||||
Restricted stock vestings and stock option exercises (shares) | 464 | |||||||
Restricted stock vestings and stock option exercises | (1,015) | $ 5 | (1,020) | (1,015) | ||||
Share-based compensation | 15,088 | 15,088 | 15,088 | |||||
Other comprehensive loss | (42,692) | (42,692) | (42,692) | |||||
Distributions to noncontrolling interests | (2,525) | (2,525) | ||||||
Proceeds from issuance of common stock, net (shares) | 1,327 | |||||||
Proceeds from issuance of common stock, net | 13,882 | $ 13 | 13,869 | 13,882 | ||||
Net income (loss) | (323,099) | (326,506) | (326,506) | 3,407 | ||||
Ending Balance at May. 02, 2020 | $ 1,167,960 | $ 553 | $ (24,231) | 558,738 | (151,645) | 786,400 | 1,169,815 | (1,855) |
Ending Balance (shares) at May. 02, 2020 | 54,677 | 55,292 | 615 | |||||
Beginning Balance at Feb. 01, 2020 | $ 1,099,094 | $ 542 | $ (24,231) | 535,900 | (108,420) | 698,269 | 1,102,060 | (2,966) |
Beginning Balance (shares) at Feb. 01, 2020 | 54,175 | 615 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Restricted stock vestings and stock option exercises (shares) | 21 | |||||||
Restricted stock vestings and stock option exercises | (143) | $ 0 | (143) | (143) | ||||
Share-based compensation | 11,137 | 11,137 | 11,137 | |||||
Other comprehensive loss | (43,225) | (43,225) | (43,225) | |||||
Distributions to noncontrolling interests | (1,127) | (1,127) | ||||||
Proceeds from issuance of common stock, net (shares) | 1,096 | |||||||
Proceeds from issuance of common stock, net | 11,855 | $ 11 | 11,844 | 11,855 | ||||
Net income (loss) | 90,369 | 88,131 | 88,131 | 2,238 | ||||
Ending Balance at May. 02, 2020 | $ 1,167,960 | $ 553 | $ (24,231) | $ 558,738 | $ (151,645) | $ 786,400 | $ 1,169,815 | $ (1,855) |
Ending Balance (shares) at May. 02, 2020 | 54,677 | 55,292 | 615 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
May 02, 2020 | Apr. 27, 2019 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss including noncontrolling interests | $ (323,099) | $ (304,043) | |
Income from discontinued operations, net of tax | 64,253 | 47,847 | [1] |
Net loss from continuing operations | (387,352) | (351,890) | |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | |||
Depreciation and amortization | 214,002 | 169,780 | |
Share-based compensation | 15,088 | 18,827 | |
Loss (gain) on disposition of assets | 1,784 | (1,147) | |
Closed property and other restructuring charges | 24,976 | 21,368 | |
Goodwill and asset impairment charges | 425,405 | 332,621 | |
Net pension and other postretirement benefit income | (27,419) | (22,691) | |
Deferred income tax benefit | (17,381) | (65,552) | |
LIFO charge | 19,256 | 13,686 | |
Provision for doubtful accounts, net | 44,238 | 12,486 | |
Loss on debt extinguishment | 73 | 2,562 | |
Non-cash interest expense | 10,993 | 6,375 | |
Changes in operating assets and liabilities, net of acquired businesses | (12,525) | (130,051) | |
Net cash provided by operating activities of continuing operations | 311,138 | 6,374 | |
Net cash provided by operating activities of discontinued operations | 141,141 | 70,816 | |
Net cash provided by operating activities | 452,279 | 77,190 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (118,245) | (136,953) | |
Purchases of acquired businesses, net of cash acquired | 0 | (2,282,327) | |
Proceeds from dispositions of assets | 19,592 | 169,274 | |
Proceeds from disposal of investments | 9,434 | 0 | |
Payments for long-term investment | 0 | (110) | |
Payments of company owned life insurance premiums | (1,335) | 0 | |
Other | (1,045) | 299 | |
Net cash used in investing activities of continuing operations | (91,599) | (2,249,817) | |
Net cash provided by investing activities of discontinued operations | 18,569 | 50,065 | |
Net cash used in investing activities | (73,030) | (2,199,752) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from borrowings of long-term debt | 2,050 | 1,912,178 | |
Proceeds from borrowings under revolving credit line | 3,244,573 | 3,313,014 | |
Proceeds from issuance of other loans | 6,266 | 22,719 | |
Repayments of borrowings under revolving credit line | (3,508,573) | (2,306,104) | |
Repayments of long-term debt and finance leases | (111,923) | (736,949) | |
Proceeds from the issuance of common stock and exercise of stock options | 5,662 | 1,589 | |
Payment of employee restricted stock tax withholdings | (1,015) | (3,253) | |
Payments for debt issuance costs | 0 | (62,587) | |
Net cash (used in) provided by financing activities of continuing operations | (362,960) | 2,140,607 | |
Net cash used in financing activities of discontinued operations | (2,525) | (254) | |
Net cash (used in) provided by financing activities | (365,485) | 2,140,353 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (290) | (226) | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 13,474 | 17,565 | |
Cash and cash equivalents, at beginning of period | 45,263 | 23,315 | |
Cash and cash equivalents at end of period | 58,737 | 40,880 | |
Less: cash and cash equivalents of discontinued operations | (2,312) | (3,019) | |
Cash and cash equivalents | 56,425 | 37,861 | |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 139,040 | 115,378 | |
Cash (refunds) payments for federal and state income taxes, net | $ (24,236) | $ 71,643 | |
[1] | These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to April 27, 2019 . |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
May 02, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 1—SIGNIFICANT ACCOUNTING POLICIES Nature of Business United Natural Foods, Inc. and its subsidiaries (the “Company” or “UNFI”) is a leading distributor of natural, organic, specialty, produce and conventional grocery and non-food products, and provider of support services. The Company sells its products primarily throughout the United States and Canada. Fiscal Year The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks. References to the third quarter of fiscal 2020 and 2019 relate to the 13-week fiscal quarters ended May 2, 2020 and April 27, 2019 , respectively. References to fiscal 2020 and 2019 year-to-date relate to the 39-week fiscal periods ended May 2, 2020 and April 27, 2019 , respectively. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation, with the exception of sales transactions from continuing to discontinued operations for wholesale supply discussed further in Note 3—Revenue Recognition. Unless otherwise indicated, references to the Condensed Consolidated Statements of Operations , the Condensed Consolidated Balance Sheets and the Notes to the Condensed Consolidated Financial Statements exclude all amounts related to discontinued operations. Refer to Note 18—Discontinued Operations for additional information about discontinued operations. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’s opinion, these Condensed Consolidated Financial Statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. However, the results of operations for interim periods may not be indicative of the results that may be expected for a full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 3, 2019 (the “Annual Report”). Except as described for lease accounting below, there were no material changes in significant accounting policies from those described in the Company’s Annual Report. Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company’s banking arrangements allow it to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows. As of May 2, 2020 and August 3, 2019 , the Company had net book overdrafts of $290.3 million and $236.9 million , respectively. Inventories, Net Inventories are valued at the lower of cost or market. Substantially all of the Company’s inventories consist of finished goods and a substantial portion of its inventories have a last-in, first-out (“LIFO”) reserve applied. Interim LIFO calculations are based on the Company’s estimates of expected year-end inventory levels and costs, as the actual valuation of inventory under the LIFO method is computed at the end of each fiscal year based on the inventory levels and costs at that time. If the first-in, first-out method had been used, Inventories, net would have been higher by approximately $43.4 million and $24.1 million at May 2, 2020 and August 3, 2019 , respectively. Leases At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Subsequent to commencement, lease classification is only reassessed upon a change to the expected lease term or contract modification. Finance and operating lease assets represent the Company’s right to use an underlying asset as lessee for the lease term, and lease obligations represent the Company’s obligation to make lease payments arising from the lease. These assets and obligations are recognized at the lease commencement date based on the present value of lease payments, net of incentives, over the lease term. Incremental borrowing rates are estimated based on the Company’s borrowing rate as of the lease commencement date to determine the present value of lease payments, when lease contracts do not provide a readily determinable implicit rate. Incremental borrowing rates are determined by using the yield curve based on the Company’s credit rating adjusted for the Company’s specific debt profile and secured debt risk. The lease asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms include option extension periods when it is reasonably certain that those options will be exercised. Leases with an initial expected term of 12 months or less are not recorded in the consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term. For all classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed nonlease components. The Company recognizes contractual obligations and receipts on a gross basis, such that the related lease obligation to the landlord is presented separately from the sublease created by the lease assignment to the assignee. As a result, the Company continues to recognize on its Condensed Consolidated Balance Sheets the operating lease assets and liabilities, and finance lease assets and obligations, for assigned leases. The Company records operating lease expense and income using the straight-line method within Operating expenses, and lease income on a straight-line method for leases with its customers within Net sales. Finance lease expense is recognized as amortization expense within Operating expenses, and interest expense within Interest expense, net. For operating leases with step rent provisions whereby the rental payments increase over the life of the lease, and for leases where the Company receives rent-free periods, the Company recognizes expense and income based on a straight-line basis based on the total minimum lease payments to be made or lease receipts expected to be received over the expected lease term, including rent-free periods. The Company is generally obligated for property tax, insurance and maintenance expenses related to leased properties, which often represent variable lease expenses. For contractual obligations on properties where the Company remains the primary obligor upon assignment of the lease and does not obtain a release from landlords or retain the equity interests in the legal entities with the related rent contracts, the Company continues to recognize rent expense and rent income within Operating expenses. Operating and finance lease assets are reviewed for impairment based on an ongoing review of circumstances that indicate the assets may no longer be recoverable, such as closures of retail stores, distribution centers and other properties that are no longer being utilized in current operations, and other factors. The Company calculates operating and finance lease impairments using a discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property. Lease impairment charges are recorded as a component of Restructuring, acquisition and integration related expenses in the Condensed Consolidated Statements of Operations. The calculation of lease impairment charges requires significant judgments and estimates, including estimated subtenant rentals, discount rates and future cash flows based on the Company’s experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions. Impairments are recognized as a reduction of the carrying value of the right of use asset and are reflected as a reduction to Operating lease assets. Refer to Note 11—Leases for additional information. |
RECENTLY ADOPTED AND ISSUED ACC
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
May 02, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 2—RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) No. 2016-02, Leases (Topic 842), which provides new comprehensive lease accounting guidance that supersedes previous lease guidance. The objective of this ASU is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Criteria for distinguishing between finance and operating leases are substantially similar to criteria for distinguishing between capital and operating leases in previous lease guidance. Lease agreements that are 12 months or less are permitted to be excluded from the balance sheet. In addition, this ASU expands the disclosure requirements of lease arrangements. The Company adopted this standard in the first quarter of fiscal 2020 on August 4, 2019, the effective and initial application date, using the additional transition method under ASU 2018-11, which allows for a cumulative effect adjustment within retained earnings in the period of adoption. In addition, the Company elected the “package of three” practical expedients which allows companies to not reassess whether arrangements contain leases, the classification of leases, and the capitalization of initial direct costs. The impact of the adoption to the Company’s Condensed Consolidated Balance Sheets includes the recognition of operating lease liabilities of $1.1 billion with corresponding right-of-use assets of approximately the same amount based on the present value of the remaining lease payments for existing operating leases. The difference between the amount of right-of-use assets and lease liabilities recognized is primarily related to adjustments to prepaid rent, deferred rent, lease intangible assets/liabilities, and closed property reserves. In addition, the adoption of the standard resulted in the derecognition of existing property and equipment for certain properties that did not previously qualify for sale accounting because the Company was determined to be the accounting owner during the construction phase and did not qualify for sale-leaseback accounting upon completion of the construction. At the transition date, the Company was constructing one facility, which was completed in the fourth quarter of fiscal 2020. The Company exercised a purchase option for the facility in the third quarter of fiscal 2020, which resulted in the Company continuing to account for the facility as its accounting owner. For properties where the Company was deemed the accounting owner during construction for which construction has been completed, the difference between the assets and liabilities derecognized, net of the deferred tax impact, was recorded as an adjustment to retained earnings. Lessor accounting guidance remained largely unchanged from previous guidance. Adoption of this standard did not have a material impact to the Company’s Condensed Consolidated Statements of Operations , Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flows . The Company has revised its accounting policies, processes and controls, and systems as applicable to comply with the provisions and disclosure requirements of the standard. The effects of the changes, including those discussed above, made to the Company’s Condensed Consolidated Balance Sheets as of August 3, 2019 for the adoption of the new lease guidance were as follows (in thousands): 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 In October 2018, the FASB issued authoritative guidance under ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU adds the Overnight Index Swap (OIS) rate based on Secured Overnight Financing Rate (SOFR) as a benchmark interest rate for hedge accounting purposes. This ASU is effective for public companies with interim and fiscal years beginning after December 15, 2018, which for the Company was the first quarter of fiscal year 2020. The Company adopted this standard in the first quarter of fiscal 2020 with no impact to the Company’s consolidated financial statements as LIBOR is still being used as benchmark interest rate. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2018. The Company adopted this ASU in the first quarter of fiscal 2020. The adoption of this ASU had no impact to Accumulated other comprehensive loss or Retained earnings. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 . This ASU clarifies the accounting treatment for the measurement of credit losses under ASC 236 and provides further clarification on previously issued updates including ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities and ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Since the Company adopted ASU 2017-12 in the fourth quarter of fiscal 2018, the amendments in ASU 2019-04 related to clarifications on Accounting for Hedging Activities have been adopted by the Company in the first quarter of fiscal 2020. The remaining amendments within ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, which for the Company is the first quarter of fiscal 2021. Early adoption is permitted. Th e Company adopted the relevant portions of this standard in the first quarter of fiscal 2020 with no impact to Accumulated other comprehensive loss or Retained earnings for fiscal 2020, as the Company did not have separately measured ineffectiveness related to its cash flow hedges. In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. The Company adopted this ASU in the third quarter of fiscal 2020, which is effective on a prospective basis. The adoption of this ASU did not have a material impact on the consolidated financial statements. The Company has elected the expedient to assert probability of its hedged interest rate transactions, which is effective March 12, 2020 until superseded by subsequent documentation or December 31, 2022, whichever occurs first. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. ASU 2018-05 requires implementation costs incurred by customers in cloud computing arrangements (i.e. hosting arrangements) to be capitalized under the same premises as authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company is required to adopt this new guidance in the first quarter of fiscal 2021. The Company has outstanding cloud computing arrangements and continues to incur costs that it believes would be required to be capitalized under ASU 2018-05. The Company is currently reviewing the provisions of the new standard and evaluating its impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 eliminates requirements for certain disclosures and requires additional disclosures under defined benefit pension plans and other postretirement plans. The Company is required to adopt this guidance in the first quarter of fiscal 2022. The Company is currently reviewing the provisions of the new standard and evaluating its impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11 (collectively, “Topic 326”). Topic 326 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, guarantees and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace the current “incurred loss” model and generally will result in the earlier recognition of credit losses. The Company is required to adopt this new guidance in the first quarter of fiscal 2021 on a modified-retrospective basis as required by the standard by means of a cumulative-effect adjustment to the opening balance of retained earnings in the statement of financial position and stockholders’ equity as of the effective date. The Company is currently reviewing the provisions of the new standard, establishing revised processes and controls to estimate expected losses for trade and other receivables, guarantees and other instruments, and evaluating its impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions to Topic 740’s general principles. The amendments also improve consistent application and simplifies its application. The Company is required to adopt this guidance in the first quarter of fiscal 2022. The Company is currently reviewing the provisions of the new standard and evaluating its impact on the Company’s consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
May 02, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | NOTE 3—REVENUE RECOGNITION Disaggregation of Revenues The Company records revenue to four customer channels, which are described below: • Supermarkets, which include accounts that also carry conventional products, and include chain accounts, supermarket independents, and gourmet and ethnic specialty stores. • Supernatural, which consists of chain accounts that are national in scope and carry primarily natural products, and currently consists solely of Whole Foods Market. • 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. The following tables detail the Company’s revenue recognition for the periods presented by customer channel for each of its segments. The Company does not record its revenues within its wholesale reportable segment for financial reporting purposes by product group, and it is therefore impracticable for it to report them accordingly. Net Sales for the 13-Week Period Ended (in millions) May 2, 2020 Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 4,267 $ — $ — $ 4,267 Supernatural 1,279 — — 1,279 Independents 684 — — 684 Other 441 56 (59 ) 438 Total $ 6,671 $ 56 $ (59 ) $ 6,668 Net Sales for the 13-Week Period Ended (in millions) April 27, 2019 (1) Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 3,701 $ — $ — $ 3,701 Supernatural 1,102 — — 1,102 Independents 707 — — 707 Other 435 62 (44 ) 453 Total $ 5,945 $ 62 $ (44 ) $ 5,963 Net Sales for the 39-Week Period Ended (in millions) May 2, 2020 (1) Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 11,915 $ — $ — $ 11,915 Supernatural 3,600 — — 3,600 Independents 1,983 — — 1,983 Other 1,324 158 (155 ) 1,327 Total $ 18,822 $ 158 $ (155 ) $ 18,825 Net Sales for the 39-Week Period Ended (in millions) April 27, 2019 (1) Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 8,559 $ — $ — $ 8,559 Supernatural 3,229 — — 3,229 Independents 2,041 — — 2,041 Other 1,104 167 (120 ) 1,151 Total $ 14,933 $ 167 $ (120 ) $ 14,980 (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 legacy Supervalu and 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 third quarter of fiscal 2019 and for fiscal 2019 year-to-date increased approximately $26 million and $77 million , respectively, compared to the previously reported amounts, while net sales to the Other channel for the third quarter of fiscal 2019 and for fiscal 2019 year-to-date increased $96 million and $213 million , respectively, compared to previously reported amounts. Net sales to the Company’s Independents channel for the third quarter of fiscal 2019 and fiscal 2019 year-to-date decreased $122 million and $290 million , respectively, compared to the previously reported amounts. The Company serves customers in the United States and Canada, as well as customers located in other countries. However, all of the Company’s revenue is earned in the U.S. and Canada, as international distribution occurs through freight-forwarders. The Company does not have any performance obligations related to international shipments subsequent to delivery to the domestic port. Sales from the Company’s Wholesale segment to its retail discontinued operations are presented within Net sales when the Company holds the business for sale as of the end of the reporting period with a supply agreement that it anticipates the sale of the retail banner to include upon the disposal of the business. The Company recorded $273.2 million and $227.1 million within Net sales from continuing operations attributable to discontinued operations inter-company product purchases in the third quarters of fiscal 2020 and 2019 , respectively, and $756.9 million and $505.5 million for fiscal 2020 and 2019 year-to-date , respectively, which the Company expects will continue subsequent to the sale of certain retail banners. These amounts were recorded at gross margin rates consistent with sales to other similar wholesale customers of the acquired Supervalu business. No sales were recorded within continuing operations for purchases by retail banners that the Company expects to dispose of without a supply agreement, which were eliminated upon consolidation within continuing operations and amounted to $99.3 million and $134.9 million in the third quarters of fiscal 2020 and 2019 , respectively, and $320.0 million and $308.0 million in fiscal 2020 and 2019 year-to-date , respectively. Contract Balances Accounts and notes receivable are as follows: (in thousands) May 2, 2020 August 3, 2019 Customer accounts receivable $ 1,264,869 $ 1,063,167 Allowance for uncollectible receivables (52,144 ) (20,725 ) Other receivables, net 19,887 23,257 Accounts receivable, net $ 1,232,612 $ 1,065,699 Customer notes receivable, net, included within Prepaid expenses and other current assets $ 12,122 $ 11,912 Long-term notes receivable, net, included within Other assets $ 25,472 $ 34,408 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
May 02, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 4—ACQUISITIONS Supervalu Acquisition On July 25, 2018, the Company entered into an agreement and plan of merger to acquire all of the outstanding equity securities of Supervalu, which was then the largest publicly traded conventional grocery distributor in the United States. The acquisition of Supervalu diversifies the Company’s customer base, further enables cross-selling opportunities, expands market reach and scale, enhances technology, capacity and systems, and is expected to deliver significant synergies and accelerate potential growth. The merger was completed on October 22, 2018 (the “Closing Date”). At the effective time of the acquisition, each share of Supervalu common stock, par value $0.01 per share, issued and outstanding, was canceled and converted into the right to receive a cash payment equal to $32.50 per share, without interest. Total consideration related to this acquisition was $2.3 billion , $1.3 billion of which was paid in cash to Supervalu shareholders and $1.0 billion of which was used to satisfy Supervalu’s outstanding debt obligations. Included in the liabilities assumed in the Supervalu acquisition were the Supervalu Senior Notes with a fair value of $546.6 million . These Senior Notes were redeemed in the second quarter of fiscal 2019 following the required 30-day notice period, resulting in their satisfaction and discharge. The assets and liabilities of Supervalu were recorded in the Company’s Consolidated Financial Statements on a preliminary basis at their estimated fair values as of the acquisition date. In conjunction with the Supervalu acquisition, the Company announced its plan to sell the remaining acquired retail operations of Supervalu. Refer to Note 18—Discontinued Operations for more information on discontinued operations. The following table summarizes the final consideration, fair value of assets acquired and liabilities assumed, and the resulting goodwill. (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. Goodwill represents the future economic benefits arising largely from the synergies expected from combining the operations of the Company and Supervalu that could not be individually identified and separately recognized. A substantial portion of goodwill is deductible for income tax purposes. Goodwill from the acquisition was attributed to the Company’s Supervalu Wholesale reporting unit and the legacy Company Wholesale reporting unit, which in the first quarter of fiscal 2020 was reorganized into a single U.S. Wholesale reporting unit, as discussed further in Note 6—Goodwill and Intangible Assets . No goodwill was attributed to the Company’s Retail reporting unit within discontinued operations. During the first quarter of fiscal 2020, the Company finalized its fair value estimates of its net assets, primarily by completing income tax returns and reviews of carrying values of other assets and liabilities. There were no material changes to preliminary amounts previously reported. The following table summarizes the identifiable intangible assets and liabilities recorded based on final valuations. The identifiable intangible assets are expected to be amortized on a straight-line basis over the estimated useful lives indicated. The fair value of identifiable intangible assets acquired was determined using income approaches. Significant assumptions utilized in the income approach were based on Company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. 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 The Company incurred acquisition-related costs in conjunction with the Supervalu acquisition, which are quantified in Note 5—Restructuring, Acquisition and Integration Related Expenses . The accompanying Condensed Consolidated Statements of Operations include the results of operations of Supervalu from October 22, 2018. Supervalu’s net sales from discontinued operations for this time period are reported in Note 18—Discontinued Operations . The following table presents unaudited supplemental pro forma consolidated Net sales and Net loss from continuing operations based on the Company’s historical reporting periods as if the acquisition of Supervalu had occurred as of July 30, 2017: 13-Week Period Ended 39-Week Period Ended (in thousands, except per share data) April 28, 2018 (1) April 27, 2019 (2) April 28, 2018 (3) Net sales $ 6,067,869 $ 18,096,796 $ 18,125,148 Net income (loss) from continuing operations $ 73,853 $ (378,422 ) $ 42,855 Basic net income (loss) from continuing operations per share $ 1.46 $ (7.46 ) $ 0.85 Diluted net income (loss) from continuing operations per share $ 1.46 $ (7.46 ) $ 0.84 (1) Includes 13 weeks of pro forma Supervalu results for the period ended April 28, 2018. (2) Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018. (3) Includes 39 weeks of pro forma Supervalu results for the period ended April 28, 2018 and 19 weeks of pro forma Associated Grocers of Florida, Inc. results, which was acquired by Supervalu on December 8, 2017. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been had the acquisitions occurred at the beginning of the periods being presented, nor are they indicative of future results of operations. |
RESTRUCTURING, ACQUISITION, AND
RESTRUCTURING, ACQUISITION, AND INTEGRATION RELATED EXPENSES | 9 Months Ended |
May 02, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, ACQUISITION, AND INTEGRATION RELATED EXPENSES | NOTE 5—RESTRUCTURING, ACQUISITION AND INTEGRATION RELATED EXPENSES Restructuring, acquisition and integration related expenses incurred were as follows: 13-Week Period Ended 39-Week Period Ended (in thousands) May 2, 2020 April 27, 2019 May 2, 2020 April 27, 2019 2019 SUPERVALU INC. restructuring expenses $ 1,492 $ 12,257 $ 3,993 $ 66,423 Acquisition and integration costs 552 6,084 25,257 47,500 Closed property charges and costs 8,405 1,097 25,135 20,644 Total $ 10,449 $ 19,438 $ 54,385 $ 134,567 Restructuring Programs The following is a summary of the current period activity within restructuring reserves by program included in the Condensed Consolidated Balance Sheets , primarily within Accrued compensation and benefits for severance and other employee separation costs and related tax payments. (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 3,993 — — 3,993 Cash payments (13,432 ) (383 ) (701 ) (14,516 ) Balances at May 2, 2020 $ 2,418 $ — $ — $ 2,418 Cumulative program charges incurred from inception to date $ 78,407 $ 2,219 $ 6,864 $ 87,490 2019 SUPERVALU INC. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
May 02, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 6—GOODWILL AND INTANGIBLE ASSETS The Company accounts for acquired businesses using the purchase method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the acquisition date at their respective estimated fair values. Goodwill represents the excess acquisition cost over the fair value of net assets acquired in a business combination. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of the business combination that generated the goodwill. The Company has five goodwill reporting units, two of which represent separate operating segments and are aggregated within the Wholesale reportable segment (U.S. Wholesale and Canada Wholesale), two of which are separate operating segments (Woodstock Farms and Blue Marble Brands) that do not meet the criteria for being disclosed as separate reportable segments, and a single retail reporting unit, which is included within discontinued operations. The Canada Wholesale operating segment, which is aggregated with Wholesale, would not meet the quantitative thresholds for separate reporting if it did not meet the aggregation criteria. The composition of goodwill reporting units is evaluated for events or changes in circumstances indicating a goodwill reporting unit has changed. Relative fair value allocations are performed when components of an aggregated goodwill reporting unit become separate reporting units or move from one reporting unit to another. The Company reviews goodwill for impairment at least annually and more frequently if events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is below its carrying amount. The annual review for goodwill impairment is performed as of the first day of the fourth quarter of each fiscal year. The Company tests for goodwill impairment at the reporting unit level, which is at or one level below the operating segment level. Supervalu Acquisition Goodwill In conjunction with the acquisition of Supervalu, goodwill resulting from the acquisition was assigned to the previous Supervalu Wholesale reporting unit and the previous legacy Company Wholesale reporting unit, as both of these reporting units were expected to benefit from the synergies of the business combination. The assignment was based on the relative synergistic value estimated as of the acquisition date. This systematic approach utilized the relative cash flow contributions and value created from the acquisition to each reporting unit on a stand-alone basis. As of the acquisition date, approximately $80.9 million was attributed to the legacy Company Wholesale reporting unit. As discussed in Note 7—Goodwill and Intangible Assets in the Consolidated Financial Statements of the Annual Report, the Company impaired all goodwill attributed to the Supervalu Wholesale reporting unit prior to the finalization of its purchase accounting within the opening balance sheet. In the first quarter of fiscal 2020, as discussed further in Note 4—Acquisitions the Company finalized purchase accounting and the opening balance sheet related to the Supervalu acquisition. Adjustments to the opening balance sheet goodwill in the first quarter of fiscal 2020, resulted in an additional goodwill impairment charge of $2.5 million . Fiscal 2020 Goodwill Impairment Review During the first quarter of fiscal 2020, the Company changed its management structure and internal financial reporting to combine the Supervalu Wholesale reporting unit and the legacy Company Wholesale reporting unit into one U.S. Wholesale reporting unit, and experienced a further sustained decline in market capitalization and enterprise value. As a result of the change in reporting units and the sustained decline in market capitalization and enterprise value, the Company performed an interim quantitative impairment review of goodwill for the Wholesale reporting unit, which included a determination of the fair value of all reporting units. The Company estimated the fair values of all reporting units using both the market approach, applying a multiple of earnings based on observable multiples for guideline publicly traded companies, and the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment for each reporting unit. The calculation of the impairment charge includes substantial fact-based determinations and estimates including weighted average cost of capital, future revenue, profitability, cash flows and fair values of assets and liabilities. The rates used to discount projected future cash flows under the income approach reflect a weighted average cost of capital of 8.5% , which considered observable data about guideline publicly traded companies, an estimated market participant’s expectations about capital structure and risk premiums, including those reflected in the Company’s market capitalization. The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling to its enterprise value and market capitalization. Based on this analysis, the Company determined that the carrying value of its U.S. Wholesale reporting unit exceeded its fair value by an amount that exceeded its assigned goodwill. As a result, the Company recorded a goodwill impairment charge of $421.5 million in the first quarter of fiscal 2020. The goodwill impairment charge is reflected in Goodwill and asset impairment charges in the Condensed Consolidated Statements of Operations. The goodwill impairment charge reflects the impairment of all of the U.S. Wholesale reporting unit’s goodwill. Goodwill and Intangible Assets Changes Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following: (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 (527 ) — (527 ) Goodwill as of May 2, 2020 $ 9,288 (1) $ 9,860 (2) $ 19,148 (1) Amounts are net of accumulated goodwill impairment charges of $292.8 million and $716.5 million as of August 3, 2019 and May 2, 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 May 2, 2020 . Identifiable intangible assets consisted of the following: May 2, 2020 August 3, 2019 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets: Customer relationships $ 1,005,776 $ 156,471 $ 849,305 $ 1,007,089 $ 111,940 $ 895,149 Non-compete agreements 12,900 10,191 2,709 12,900 6,237 6,663 Operating lease intangibles 10,482 1,771 8,711 32,103 2,209 29,894 Trademarks and tradenames 67,700 27,521 40,179 67,700 14,161 53,539 Total amortizing intangible assets 1,096,858 195,954 900,904 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 $ 1,152,671 $ 195,954 $ 956,717 $ 1,175,605 $ 134,547 $ 1,041,058 Amortization expense was $21.9 million and $19.5 million for the third quarters of fiscal 2020 and 2019 , respectively, and $65.5 million and $44.1 million for fiscal 2020 and 2019 year-to-date , respectively. The estimated future amortization expense for each of the next five fiscal years and thereafter on definite lived intangible assets existing as of May 2, 2020 is shown below: Fiscal Year: (In thousands) Remaining fiscal 2020 $ 21,391 2021 71,431 2022 65,895 2023 65,844 2024 66,251 2025 and thereafter 610,092 $ 900,904 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
May 02, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7—FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS Recurring Fair Value Measurements The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis: Fair Value at May 2, 2020 (In thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Foreign exchange derivatives not designated as hedging instruments Prepaid expenses and other current assets $ — $ 756 $ — Mutual funds Other assets $ 1,715 $ — $ — Liabilities: Fuel derivatives not designated as hedging instruments Accrued expenses and other current liabilities $ — $ 2,424 $ — Interest rate swaps designated as hedging instruments Accrued expenses and other current liabilities $ — $ 45,684 $ — Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 94,745 $ — 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 $ — Interest Rate Swap Contracts The fair values of interest rate swap contracts are measured using Level 2 inputs. The interest rate swap contracts are valued using an income approach interest rate swap valuation model incorporating observable market inputs including interest rates, LIBOR swap rates and credit default swap rates. As of May 2, 2020 , a 100 basis point increase in forward LIBOR interest rates would increase the fair value of the interest rate swaps by approximately $65.5 million ; a 100 basis point decrease in forward LIBOR interest rates would decrease the fair value of the interest rate swaps by approximately $63.5 million . Refer to Note 8—Derivatives for further information on interest rate swap contracts. Mutual Funds Mutual fund assets consist of balances held in investments to fund certain deferred compensation plans. The fair values of mutual fund assets are based on quoted market prices of the mutual funds held by the plan at each reporting period. Mutual funds traded in active markets are classified within Level 1 of the fair value hierarchy. Fuel Supply Agreements and Derivatives To reduce diesel price risk, the Company has entered into derivative financial instruments and/or forward purchase commitments for a portion of its projected monthly diesel fuel requirements at fixed prices. The fair values of fuel derivative agreements are measured using Level 2 inputs. As of August 3, 2019 , the Company had no outstanding fuel supply agreements and derivative agreements. Foreign Exchange Derivatives To reduce foreign exchange risk, the Company has entered into derivative financial instruments for a portion of its projected monthly foreign currency requirements at fixed prices. The fair values of foreign exchange derivatives are measured using Level 2 inputs. As of August 3, 2019 , the Company’s outstanding foreign currency forward contracts were immaterial. Fair Value Estimates For certain of the Company’s financial instruments including cash and cash equivalents, receivables, accounts payable, accrued vacation, compensation and benefits, and other current assets and liabilities the fair values approximate carrying amounts due to their short maturities. The fair value of notes receivable is estimated by using a discounted cash flow approach calculated by applying a market rate for similar instruments using Level 3 inputs. The fair value of debt is estimated based on market quotes, where available, or market values for similar instruments, using Level 2 and 3 inputs. In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs. May 2, 2020 August 3, 2019 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Notes receivable, including current portion $ 37,594 $ 39,701 $ 46,320 $ 45,232 Long-term debt, including current portion $ 2,560,876 $ 2,473,690 $ 2,906,483 $ 2,730,271 |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
May 02, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | NOTE 8—DERIVATIVES Management of Interest Rate Risk The Company enters into interest rate swap contracts from time to time to mitigate its exposure to changes in market interest rates as part of its overall strategy to manage its debt portfolio to achieve an overall desired position of notional debt amounts subject to fixed and floating interest rates. Interest rate swap contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. The Company’s interest rate swap contracts are designated as cash flow hedges at May 2, 2020 . Interest rate swap contracts are reflected at their fair values in the Condensed Consolidated Balance Sheets . Refer to Note 7—Fair Value Measurements of Financial Instruments for further information on the fair value of interest rate swap contracts. Details of outstanding swap contracts as of May 2, 2020 , which are all pay fixed and receive floating, are as follows: Effective Date Swap Maturity Outstanding Notional Value (in millions) Pay Fixed Rate Receive Floating Rate (7) 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 55.5 1.7950 % One-Month LIBOR Monthly August 3, 2015 (2) August 15, 2022 37.0 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 October 30, 2020 (3) October 31, 2022 — 0.4540 % 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 April 29, 2021 (4) April 28, 2023 — 0.5680 % One-Month LIBOR Monthly June 30, 2021 (5) June 30, 3023 — 0.6070 % One-Month LIBOR Monthly November 30, 2018 September 30, 2023 50.0 2.8315 % One-Month LIBOR Monthly October 29, 2021 (6) October 20, 2023 — 0.6810 % 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 $ 2,092.5 (1) On March 31, 2015, the Company amended the original contract to reduce the beginning notional principal amount from $140.0 million to $84.0 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) This forward starting swap contract has a notional principal amount of $100.0 million . (4) This forward starting swap contract has a notional principal amount of $100.0 million . (5) This forward starting swap contract has a notional principal amount of $150.0 million . (6) This forward starting swap contract has a notional principal amount of $100.0 million . (7) For these swap contracts that are indexed to LIBOR, the Company is monitoring and evaluating risks related to the expected future cessation of LIBOR. The Company performs an initial quantitative assessment of hedge effectiveness using the “Hypothetical Derivative Method” in the period in which the hedging transaction is entered. Under this method, the Company assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. In future reporting periods, the Company performs a qualitative analysis for quarterly prospective and retrospective assessments of hedge effectiveness. The Company also monitors the risk of counterparty default on an ongoing basis and noted that the counterparties are reputable financial institutions. The entire change in the fair value of the derivative is initially reported in Other comprehensive income (outside of earnings) in the Condensed Consolidated Statements of Comprehensive Loss and subsequently reclassified to earnings in Interest expense, net in the Condensed Consolidated Statements of Operations when the hedged transactions affect earnings. The location and amount of gains or losses recognized in the Condensed Consolidated Statements of Operations for interest rate swap contracts for each of the periods, presented on a pretax basis, are as follows: 13-Week Period Ended 39-Week Period Ended May 2, 2020 April 27, 2019 May 2, 2020 April 27, 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 $ 47,108 $ 54,917 $ 145,247 $ 121,149 (Loss) or gain on cash flow hedging relationships: (Loss) or gain reclassified from comprehensive income into income $ (6,191 ) $ 15 $ (12,812 ) $ 458 Gain or (loss) on interest rate swap contracts not designated as hedging instruments: Gain or (loss) recognized as interest expense $ — $ 51 $ — $ (15 ) |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
May 02, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 9—LONG-TERM DEBT The Company’s long-term debt consisted of the following: (in thousands) Average Interest Rate at May 2, 2020 Calendar Maturity Year May 2, August 3, Term Loan Facility 4.65% 2025 $ 1,777,500 $ 1,864,900 ABL Credit Facility 1.96% 2023 816,000 1,080,000 Other secured loans 5.20% 2023-2024 52,358 57,649 Debt issuance costs, net (48,030 ) (54,891 ) Original issue discount on debt (36,952 ) (41,175 ) Long-term debt, including current portion 2,560,876 2,906,483 Less: current portion of long-term debt (19,219 ) (87,433 ) Long-term debt $ 2,541,657 $ 2,819,050 ABL Credit Facility On August 30, 2018, the Company entered into a loan agreement (as amended by that certain First Amendment to Loan Agreement, dated as of October 19, 2018, and as further amended by that certain Second Amendment to Loan Agreement, dated January 24, 2019, the “ABL Loan Agreement”), by and among the Company and United Natural Foods West, Inc. (together with the Company, the “U.S. Borrowers”) and UNFI Canada, Inc. (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “ABL Lenders”), Bank of America, N.A. as administrative agent for the ABL Lenders (the “ABL Administrative Agent”), Bank of America, N.A. (acting through its Canada branch), as Canadian agent for the ABL Lenders, and the other parties thereto. The ABL Loan Agreement provides for a secured asset-based revolving credit facility (the “ABL Credit Facility” and the loans thereunder, the “ABL Loans”), of which up to (i) $2,050.0 million is available to the U.S. Borrowers and (ii) $50.0 million is available to the Canadian Borrower. The ABL Loan Agreement also provides for (i) a $125.0 million sublimit of availability for letters of credit of which there is a further $5.0 million sublimit for the Canadian Borrower, and (ii) a $100.0 million sublimit for short-term borrowings on a swingline basis of which there is a further $3.5 million sublimit for the Canadian Borrower. The ABL Credit Facility replaced the Company’s $900.0 million prior asset-based revolving credit facility. In addition, $1,475.0 million of proceeds from the ABL Credit Facility were drawn to finance the Supervalu acquisition and related transaction costs on the Supervalu acquisition date (the “Closing Date”). Under the ABL Loan Agreement, the Borrowers may, at their option, increase the aggregate amount of the ABL Credit Facility in an amount of up to $600.0 million without the consent of any ABL Lenders not participating in such increase, subject to certain customary conditions and applicable lenders committing to provide the increase in funding. There is no assurance that additional funding would be available. The Borrowers’ obligations under the ABL Credit Facility are guaranteed by most of the Company’s wholly-owned subsidiaries who are not also Borrowers (collectively, the “ABL Guarantors”), subject to customary exceptions and limitations. The Borrowers’ obligations under the ABL Credit Facility and the ABL Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on all of the Borrowers’ and ABL Guarantors’ accounts receivable, inventory and certain other assets arising therefrom or related thereto (including substantially all of their deposit accounts, collectively, the “ABL Assets”) and (ii) a second-priority lien on all of the Borrowers’ and ABL Guarantors’ assets that do not constitute ABL Assets, in each case, subject to customary exceptions and limitations. Availability under the ABL Credit Facility is subject to a borrowing base (the “Borrowing Base”), which is based on 90% of eligible accounts receivable, plus 90% of eligible credit card receivables, plus 90% of the net orderly liquidation value of eligible inventory, plus 90% of eligible pharmacy receivables, plus certain pharmacy scripts availability of the Borrowers, after adjusting for customary reserves. The aggregate amount of the ABL Loans made and letters of credit issued under the ABL Credit Facility shall at no time exceed the lesser of the aggregate commitments under the ABL Credit Facility (currently $2,100.0 million or, if increased at the Borrowers’ option as described above, up to $2,700.0 million ) or the Borrowing Base. To the extent that the Borrowers’ Borrowing Base declines, the availability under the ABL Credit Facility may decrease below $2,100.0 million . As of May 2, 2020 , the U.S. Borrowers’ Borrowing Base, net of $239.0 million of reserves, was $2,027.2 million , which is below the $2,050.0 million limit of availability to the U.S. Borrowers under the ABL Credit Facility. As of May 2, 2020 , the Canadian Borrower’s Borrowing Base, net of $4.0 million of reserves, was $37.8 million , which is below the $50.0 million limit of availability to the Canadian Borrower under the ABL Credit facility, resulting in total availability of $2,065.0 million for ABL Loans and letters of credit under the ABL Credit Facility. As of May 2, 2020 , the U.S. Borrowers had $816.0 million of ABL Loans outstanding, which are presented net of debt issuance costs of $10.6 million and are included in Long-term debt in the Condensed Consolidated Balance Sheets , and the Canadian Borrower had no ABL Loans outstanding under the ABL Credit Facility. As of May 2, 2020 , the U.S. Borrowers had $95.1 million in letters of credit and the Canadian Borrower had no letters of credit outstanding under the ABL Credit Facility. The Company’s resulting remaining availability under the ABL Credit Facility was $1,153.9 million as of May 2, 2020 . The ABL Loans of the U.S. Borrowers under the ABL Credit Facility bear interest at rates that, at the U.S. Borrowers’ option, can be either: (i) a base rate and an applicable margin, or (ii) a LIBOR rate and an applicable margin. As of May 2, 2020 , the applicable margin for base rate loans was 0.25% , and the applicable margin for LIBOR loans was 1.25% . The ABL Loan Agreement contains provisions for the establishment of an alternative rate of interest in the event that LIBOR is no longer available. The ABL Loans of the Canadian Borrower under the ABL Credit Facility bear interest at rates that, at the Canadian Borrower’s option, can be either: (i) prime rate and an applicable margin, or (ii) a Canadian dollar bankers’ acceptance equivalent rate and an applicable margin. As of May 2, 2020 , the applicable margin for prime rate loans was 0.25% , and the applicable margin for Canadian dollar bankers’ acceptance equivalent rate loans was 1.25% . Commencing on the first day of the calendar month following the ABL Administrative Agent’s receipt of the Company’s aggregate availability calculation for the prior fiscal quarter, the applicable margins for borrowings by the U.S. Borrowers and Canadian Borrower will be subject to adjustment based upon the aggregate availability under the ABL Credit Facility. Unutilized commitments under the ABL Credit Facility are subject to a per annum fee of (i) 0.375% if the average daily total outstandings were less than 25% of the aggregate commitments during the preceding fiscal quarter or (ii) 0.25% if such average daily total outstandings were 25% or more of the aggregate commitments during the preceding fiscal quarter. As of May 2, 2020 , the unutilized commitment fee was 0.25% per annum. The Borrowers are also required to pay a letter of credit fronting fee to each letter of credit issuer equal to 0.125% per annum of the amount available to be drawn under each such letter of credit, as well as a fee to all lenders equal to the applicable margin for LIBOR or Canadian dollar bankers’ acceptance equivalent rate loans, as applicable, times the average daily amount available to be drawn under all outstanding letters of credit. The ABL Loan Agreement subjects the Company to a fixed charge coverage ratio (as defined in the ABL Loan Agreement) of at least 1.0 to 1.0 calculated at the end of each fiscal quarter on a rolling four quarter basis when the adjusted aggregate availability (as defined in the ABL Loan Agreement) is less than the greater of (i) $235.0 million and (ii) 10% of the aggregate borrowing base. The Company has not been subject to the fixed charge coverage ratio covenant under the ABL Loan Agreement, including through the filing date of this Quarterly Report. The assets included in the Condensed Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis, and the unused credit and fees under the ABL Credit Facility, were as follows: Assets securing the ABL Credit Facility (in thousands) (1) : May 2, 2020 Certain inventory assets included in Inventories and Current assets of discontinued operations $ 2,099,976 Certain receivables included in Accounts receivables, net and Current assets of discontinued operations $ 1,197,501 (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 May 2, 2020 . Unused credit and fees under the ABL Credit Facility (in thousands, except percentages): May 2, 2020 Outstanding letters of credit $ 95,057 Letter of credit fees 1.375 % Unused credit $ 1,153,861 Unused facility fees 0.25 % The ABL Loan Agreement contains other customary affirmative and negative covenants and customary representations and warranties that must be accurate in order for the Borrowers to borrow under the ABL Credit Facility. The ABL Loan Agreement also contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the ABL Credit Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the ABL Loan Agreement. Term Loan Facility On the Closing Date, the Company entered into a new term loan agreement (the “Term Loan Agreement”), by and among the Company and Supervalu (collectively, the “Term Borrowers”), the financial institutions that are parties thereto as lenders (collectively, the “Term Lenders”), Goldman Sachs Bank USA, as administrative agent for the Lenders, and the other parties thereto. The Term Loan Agreement provides for senior secured first lien term loans in an aggregate principal amount of $1,950.0 million , consisting of a $1,800.0 million seven year tranche (the “Term B Tranche”) and a $150.0 million 364 -day tranche (the “364-day Tranche” and, together with the Term B Tranche, collectively, the “Term Loan Facility”). The entire amount of the net proceeds from the Term Loan Facility was used to finance the Supervalu acquisition and related transaction costs. The loans under the Term B Tranche will be payable in full on October 22, 2025; provided that if on or prior to December 31, 2024 that certain Agreement for Distribution of Products, dated as of October 30, 2015, by and between Whole Foods Market Distribution, Inc., a Delaware corporation, and the Company has not been extended until at least October 23, 2025 on terms not materially less favorable, taken as a whole, to the Company and its subsidiaries than those in effect on the Closing Date, then the loans under the Term B Tranche will be payable in full on December 31, 2024. In fiscal year-to-date 2020, the Company made mandatory prepayments and voluntary prepayments of $15.3 million and $5.8 million , respectively, on the 364-day Tranche with asset sale proceeds. In connection with the prepayments, the Company incurred a loss on debt extinguishment related to unamortized debt issuance costs of $0.1 million , which was recorded within Interest expense, net in the Condensed Consolidated Statements of Operations for the first quarter of fiscal 2020. The loans under the 364-day Tranche were then paid in full on October 21, 2019. The Company funded the scheduled maturity of the $52.8 million outstanding borrowings under the 364-day Tranche with incremental borrowings under the ABL Credit Facility on October 21, 2019. Under the Term Loan Agreement, the Term Borrowers may, at their option, increase the amount of the Term B Tranche, add one or more additional tranches of term loans or add one or more additional tranches of revolving credit commitments, without the consent of any Term Lenders not participating in such additional borrowings, up to an aggregate amount of $656.3 million plus additional amounts based on satisfaction of certain leverage ratio tests, subject to certain customary conditions and applicable lenders committing to provide the additional funding. There can be no assurance that additional funding would be available. The Term Borrowers’ obligations under the Term Loan Facility are guaranteed by most of the Company’s wholly-owned domestic subsidiaries who are not also Term Borrowers (collectively, the “Term Guarantors”), subject to customary exceptions and limitations, including an exception for immaterial subsidiaries designated by the Company from time to time. The Term Borrowers’ obligations under the Term Loan Facility and the Term Guarantors’ obligations under the related guarantees are secured by (i) a first-priority lien on substantially all of the Term Borrowers’ and the Term Guarantors’ assets other than the ABL Assets and (ii) a second-priority lien on substantially all of the Term Borrowers’ and the Term Guarantors’ ABL Assets, in each case, subject to customary exceptions and limitations, including an exception for owned real property with net book values of less than $10.0 million . As of May 2, 2020 , there was $649.9 million of owned real property pledged as collateral that was included in Property and equipment, net in the Condensed Consolidated Balance Sheets . The loans under the Term Loan Facility may be voluntarily prepaid, subject to certain minimum payment thresholds and the payment of breakage or other similar costs. Under the Term Loan Facility, the Company is required, subject to certain exceptions and customary reinvestment rights, to apply 100 percent of Net Cash Proceeds (as defined in the Term Loan Agreement) from certain types of asset sales to prepay the loans outstanding under the Term Loan Facility. Commencing with the fiscal year ending August 1, 2020, the Company must also prepay loans outstanding under the Term Loan Facility no later than 130 days after the fiscal year end in an aggregate principal amount equal to a specified percentage (which percentage ranges from 0 to 75 percent depending on the Consolidated First Lien Net Leverage Ratio (as defined in the Term Loan Agreement) as of the last day of such fiscal year) of Excess Cash Flow (as defined in the Term Loan Agreement) in excess of $10 million for the fiscal year then ended, minus any voluntary prepayments of the loans under the Term Loan Facility, the ABL Credit Facility (to the extent they permanently reduce commitments under the ABL Facility) and certain other indebtedness made during such fiscal year. The potential amount of prepayment from Excess Cash Flow in fiscal 2020 that may be required in fiscal 2021 is not reasonably estimable as of May 2, 2020 . The borrowings under the Term B Tranche of the Term Loan Facility bear interest at rates that, at the Term Borrowers’ option, can be either: (i) a base rate and a margin of 3.25% or (ii) a LIBOR rate and a margin of 4.25% ; provided that the LIBOR rate shall never be less than 0.0% . The Term Loan Agreement contains provisions for the establishment of an alternative rate of interest in the event that LIBOR is no longer available. The Term Loan Agreement does not include any financial maintenance covenants but contains other customary affirmative and negative covenants and customary representations and warranties. The Term Loan Agreement also contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the Term Loan Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Term Borrowers may be required immediately to repay all amounts outstanding under the Term Loan Agreement. As of May 2, 2020 , the Company had borrowings of $1,777.5 million and no amounts outstanding under the Term B Tranche and 364-day Tranche, respectively, which are presented net of debt issuance costs of $37.4 million and an original issue discount on debt of $36.6 million . As of May 2, 2020 , $18.0 million of the Term B Tranche was classified as current, excluding debt issuance costs and original issue discount on debt. |
COMPREHENSIVE (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
May 02, 2020 | |
Equity [Abstract] | |
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 10—COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in Accumulated other comprehensive loss by component net of tax for fiscal 2020 year-to-date are as follows: (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 (3,561 ) (55,874 ) (57,955 ) Amortization of amounts included in net periodic benefit income (1,722 ) — — (1,722 ) Amortization of cash flow hedge — — 9,375 9,375 Pension settlement charge 7,610 — — 7,610 Net current period Other comprehensive income (loss) 7,368 (3,561 ) (46,499 ) (42,692 ) Accumulated other comprehensive loss at May 2, 2020 $ (25,090 ) $ (23,643 ) $ (102,912 ) $ (151,645 ) Changes in Accumulated other comprehensive loss by component net of tax for fiscal 2019 year-to-date are as follows: (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 (2,308 ) (26,545 ) (28,853 ) Amortization of cash flow hedge — (353 ) (353 ) Net current period Other comprehensive loss (2,308 ) (26,898 ) (29,206 ) Accumulated other comprehensive loss at April 27, 2019 $ (21,361 ) $ (22,024 ) $ (43,385 ) Items reclassified out of Accumulated other comprehensive loss had the following impact on the Condensed Consolidated Statements of Operations : 13-Week Period Ended 39-Week Period Ended Affected Line Item on the Condensed Consolidated Statements of Operations (in thousands) May 2, April 27, May 2, April 27, Pension and postretirement benefit plan obligations: Amortization of amounts included in net periodic benefit income (1) $ (777 ) $ — $ (2,328 ) $ — Net periodic benefit income, excluding service cost Pension settlement charge — — 10,303 — Net periodic benefit income, excluding service cost Total reclassifications (777 ) — 7,975 — Income tax (expense) benefit (203 ) — 2,087 — Benefit for income taxes Total reclassifications, net of tax $ (574 ) $ — $ 5,888 $ — Swap agreements: Amortization of cash flow hedge expense (income) $ 6,191 $ (15 ) $ 12,812 $ (458 ) Interest expense, net Income tax benefit (expense) 1,661 5 3,437 (105 ) Benefit for income taxes Total reclassifications, net of tax $ 4,530 $ (20 ) $ 9,375 $ (353 ) (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 . As of May 2, 2020, the Company expects to reclassify $45.8 million of pre-tax accumulated other comprehensive loss into Interest expense, net during the succeeding twelve-month period. |
LEASES
LEASES | 9 Months Ended |
May 02, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 11—LEASES The Company leases certain of its distribution centers, retail stores, office facilities, transportation equipment, and other operating equipment from third parties. Many of these leases include renewal options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease assets and liabilities are as follows (in thousands): Lease Type Balance Sheet Location May 2, 2020 Operating lease assets Operating lease assets $ 984,039 Finance lease assets Property and equipment, net 134,357 Total lease assets $ 1,118,396 Operating liabilities Current portion of operating lease liabilities $ 138,698 Finance liabilities Current portion of long-term debt and finance lease liabilities 14,221 Operating liabilities Long-term operating lease liabilities 877,229 Finance liabilities Long-term finance lease liabilities 145,672 Total lease liabilities $ 1,175,820 Lease assets and liabilities presented in the table above include lease contracts related to our discontinued operations, as the Company expects to remain primarily obligated under these leases. The Company’s lease cost under ASC 842 is as follows: (in thousands) Statement of Operations Location 13-Week Period Ended 39-Week Period Ended May 2, 2020 May 2, 2020 Operating lease cost Operating expenses (2) $ 62,928 $ 196,332 Short-term lease cost Operating expenses 8,021 20,010 Variable lease cost Operating expenses (2) 35,392 114,299 Sublease income Operating expenses (2) (7,836 ) (31,034 ) Sublease income Net sales (5,991 ) (16,738 ) Net operating lease cost (1) 92,514 282,869 Amortization of leased assets Operating expenses 3,876 12,272 Interest on lease liabilities Interest expense, net 2,894 6,911 Finance lease cost 6,770 19,183 Total net lease cost $ 99,284 $ 302,052 (1) Rent expense as presented here includes $9.1 million and $33.5 million in the third 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. The Company leases certain property to third parties and receives lease and subtenant rental payments under operating leases, including assigned leases for which the Company has future minimum lease payment obligations. Future minimum lease payments (“Lease Liabilities”) to be made by the Company or certain third parties in the case of assigned leases for noncancellable operating leases and finance leases have not been reduced for future minimum lease and subtenant rentals (“Lease Receipts”) under certain operating subleases, including lease assignments for stores sold to third parties, which they operate. As of May 2, 2020 , these Lease Liabilities and Lease Receipts consisted of the following (in thousands): 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 $ 62,422 $ 6,991 $ (14,801 ) $ — $ 47,621 $ 6,991 2021 217,690 22,777 (50,944 ) — 166,746 22,777 2022 206,416 119,387 (45,784 ) — 160,632 119,387 2023 179,364 15,292 (35,889 ) — 143,475 15,292 2024 153,729 14,228 (27,871 ) — 125,858 14,228 Thereafter 990,394 15,541 (62,184 ) — 928,210 15,541 Total undiscounted lease liabilities and receipts $ 1,810,015 $ 194,216 $ (237,473 ) $ — $ 1,572,542 $ 194,216 Less interest (3) (794,088 ) (34,323 ) Present value of lease liabilities 1,015,927 159,893 Less current lease liabilities (138,698 ) (14,221 ) Long-term lease liabilities $ 877,229 $ 145,672 (1) Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $38.5 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 $0.5 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes payments related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease. (3) Calculated using the interest rate for each lease. As of August 3, 2019 , future minimum lease payments to be made by the Company or certain third parties in the case of assigned leases for noncancellable operating leases and finance leases, which have not been reduced for future minimum subtenant rentals under certain operating subleases, including assignments, consisted of the following amounts (in thousands): 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 The following tables provide other information required by ASC 842: Lease Term and Discount Rate May 2, 2020 Weighted-average remaining lease term (years) Operating leases 10.7 years Finance leases 3.4 years Weighted-average discount rate Operating leases 10.7 % Finance leases 8.8 % Other Information 39-Week Period Ended (in thousands) May 2, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 166,441 Operating cash flows from finance leases 6,181 Financing cash flows from finance leases 17,183 Leased assets obtained in exchange for new finance lease liabilities 92,843 Leased assets obtained in exchange for new operating lease liabilities 154,888 |
SHARE-BASED AWARDS (Notes)
SHARE-BASED AWARDS (Notes) | 9 Months Ended |
May 02, 2020 | |
Share-Based Awards [Abstract] | |
Share-based Payment Arrangement [Text Block] | NOTE 12—SHARE-BASED AWARDS During the second quarter of fiscal 2020, the Company authorized for issuance and registered 7.2 million shares of common stock for issuance under the 2020 Equity Incentive Plan. In addition, the remaining shares that were available for issuance under the Company’s Amended and Restated 2012 Equity Incentive Plan may be issued under the 2020 Equity Incentive Plan. In the second quarter of fiscal 2020, the Company granted restricted stock units and performance share units representing a right to receive an aggregate of 5.8 million shares to its directors, executive officers and certain employees. As of May 2, 2020 , there were 2.6 million shares available for issuance under the 2020 Equity Incentive Plan. During the third quarter of fiscal 2020, the Company issued approximately 1.1 million shares of common stock at an average market price of $11.12 per share for $12.2 million of cash. Proceeds from these issuances were received in the third and fourth quarters of fiscal 2020 and were used to fund settlement of replacement award obligations. |
BENEFIT PLANS
BENEFIT PLANS | 9 Months Ended |
May 02, 2020 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | NOTE 13—BENEFIT PLANS Net periodic benefit (income) cost and contributions to defined benefit pension and other post-retirement benefit plans consisted of the following: 13-Week Period Ended Pension Benefits Other Postretirement Benefits (in thousands) May 2, 2020 April 27, 2019 May 2, 2020 April 27, 2019 Net Periodic Benefit (Income) Cost Service cost $ — $ — $ 14 $ 55 Interest cost 13,602 24,004 236 478 Expected return on plan assets (25,765 ) (35,416 ) (54 ) (58 ) Amortization of net actuarial loss (gain) 3 — (780 ) — Net periodic benefit (income) cost $ (12,160 ) $ (11,412 ) $ (584 ) $ 475 Contributions to benefit plans $ (1,500 ) $ (2,386 ) $ (175 ) $ (92 ) 39-Week Period Ended Pension Benefits Other Postretirement Benefits (in thousands) May 2, 2020 April 27, 2019 May 2, 2020 April 27, 2019 Net Periodic Benefit (Income) Cost Service cost $ — $ — $ 42 $ 114 Interest cost 43,894 49,855 708 993 Expected return on plan assets (79,834 ) (73,555 ) (162 ) (121 ) Amortization of net actuarial loss (gain) 9 — (2,337 ) — Pension settlement charge 10,303 — — — Net periodic benefit (income) cost $ (25,628 ) $ (23,700 ) $ (1,749 ) $ 986 Contributions to benefit plans $ (6,750 ) $ (2,574 ) $ (335 ) $ (218 ) Pension Contributions No minimum pension contributions are required to be made to the SUPERVALU Retirement Plan in fiscal 2020. Minimum pension contributions of $8.25 million are required to be made under the Unified Grocers, Inc. Cash Balance Plan under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) in fiscal 2020. The Company expects to contribute approximately $0.0 million and $6.0 million to its other defined benefit pension plans and postretirement benefit plans, respectively, in fiscal 2020. Multiemployer Pension Plans The Company contributed $12.3 million and $13.8 million in the third quarters of fiscal 2020 and 2019 , respectively, and $38.4 million and $27.4 million in fiscal 2020 and 2019 year-to-date , respectively, to continuing and discontinued operations multiemployer pension plans. In connection with the Company’s consolidation of distribution centers in the Pacific Northwest, during the second quarter of fiscal 2020, the Company recorded a $10.6 million multiemployer pension plan withdrawal liability, under which payments will be made over a one-year period beginning in fiscal 2022. The withdrawal liability is included in Other long-term liabilities and the withdrawal charge was recorded within Restructuring, acquisition and integration related expenses . Lump Sum Pension Settlement On August 1, 2019, the Company amended the SUPERVALU Retirement Plan to provide for a lump sum settlement window. On August 2, 2019, the Company sent plan participants lump sum settlement election offerings that committed the plan to pay certain deferred vested pension plan participants and retirees, who make such an election, a lump sum payment in exchange for their rights to receive ongoing payments from the plan. The lump sum payment amounts are equal to the present value of the participant’s pension benefits, and were made to certain former (i) retired associates and beneficiaries who are receiving their monthly pension benefit payment and (ii) terminated associates who are deferred vested in the plan, had not yet begun receiving monthly pension benefit payments and who are not eligible for any prior lump sum offerings under the plan. Benefit obligations associated with the lump sum offering have been incorporated into the funded status utilizing the actuarially determined lump sum payments based on estimated offer acceptances. The plan made aggregate lump sum settlement payments of $664.0 million to plan participants during the second quarter of fiscal 2020 . The lump sum settlement payments resulted in a non-cash pension settlement charge of $10.3 million in the second quarter of fiscal 2020 from the acceleration of a portion of the accumulated unrecognized actuarial loss, which was based on the fair value of SUPERVALU Retirement Plan assets and remeasured liabilities. As a result of the settlement payments, the SUPERVALU Retirement Plan obligations were remeasured using a discount rate of 3.1 percent and the MP-2019 mortality improvement scale. This remeasurement resulted in a $1.5 million decrease to Accumulated other comprehensive loss. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
May 02, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14—INCOME TAXES The effective income tax rate for continuing operations was a benefit of 38.7% compared to a benefit of 32.4% on pre-tax income for the third quarter of fiscal 2020 and 2019 , respectively. The change in the effective income tax rate for the third quarter of fiscal 2020 was primarily driven by a tax benefit recorded on net operating loss deferred tax assets in the third quarter of fiscal 2020 in connection with the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), discussed below. The tax provision included $26.9 million and $3.2 million of discrete tax benefit for the third quarter of fiscal 2020 and fiscal 2019 , respectively. The discrete tax benefit for the third quarter of fiscal 2020 was primarily due to a tax benefit of approximately $28.4 million driven by a tax benefit recorded on net operating loss deferred tax assets in the third quarter of fiscal 2020 in connection with the CARES Act, discussed below. The effective income tax rate for continuing operations was a benefit of 21.5% compared to a benefit of 22.8% on pre-tax losses for fiscal 2020 year-to-date and fiscal 2019 year-to-date, respectively. The decrease in the effective income tax benefit rate was primarily driven by a tax benefit of approximately $8.3 million recorded in fiscal 2019 for the release of unrecognized tax positions that did not recur in fiscal 2020, as well as a goodwill impairment benefit of approximately $72.2 million recorded in fiscal 2019 compared to a goodwill impairment benefit of approximately $66.4 million recorded in fiscal 2020. In addition, effective income tax rate for fiscal 2020 includes a benefit of approximately $28.4 million related to revaluation of net operating loss deferred tax assets in connection with the CARES Act. The CARES Act was enacted on March 27, 2020 and contains significant business tax provision changes to the U.S. tax code, including temporary expansion of the limitations to the deductibility of net operating losses and interest expense and the ability to treat qualified improvement property as eligible for bonus depreciation. In addition, the CARES Act changed the required filing of the Company’s federal income tax return from May 2020 to July 2020, and allows remittances of employer FICA payments previously due March 2020 to December 2020 to be deferred until December 2021 and December 2022. Prior to the application of the CARES Act, the Company had a deferred tax asset related to $203 million of federal net operating losses that were available for unlimited carryforward (but no carryback) pursuant to provisions of the 2017 Tax Cuts and Jobs Act, which permitted taxpayers to carryforward net operating losses indefinitely. The CARES Act provides the Company the ability to carry these losses back at a 35% federal tax rate during the carry back periods, as opposed to the current 21% federal tax rate. This resulted in a tax benefit of approximately $28.4 million , which the Company recorded in the third quarter of fiscal 2020. This estimated tax benefit will be finalized in the fourth quarter of fiscal 2020 as the 2019 tax return due July 2020 is finalized. The entire tax benefit associated with the net operating loss carry back has been recorded as a current tax receivable in the third quarter of fiscal 2020. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
May 02, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 15—EARNINGS PER SHARE The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share: 13-Week Period Ended 39-Week Period Ended (in thousands, except per share data) May 2, April 27, May 2, April 27, Basic weighted average shares outstanding 53,718 50,846 53,485 50,748 Net effect of dilutive stock awards based upon the treasury stock method 1,499 118 — — Diluted weighted average shares outstanding 55,217 50,964 53,485 50,748 Basic earnings (loss) per share: Continuing operations $ 0.99 $ 0.64 $ (7.24 ) $ (6.93 ) Discontinued operations $ 0.65 $ 0.48 $ 1.14 $ 0.95 Basic earnings (loss) per share $ 1.64 $ 1.12 $ (6.10 ) $ (5.99 ) Diluted earnings (loss) per share: Continuing operations $ 0.96 $ 0.64 $ (7.24 ) $ (6.93 ) Discontinued operations (1) $ 0.63 $ 0.48 $ 1.12 $ 0.94 Diluted earnings (loss) per share $ 1.60 $ 1.12 $ (6.10 ) $ (5.99 ) Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share 1,771 5,176 1,868 2,723 (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 and 821 thousand and 275 thousand shares for fiscal 2020 and 2019 year-to-date , respectively. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
May 02, 2020 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | NOTE 16—BUSINESS SEGMENTS The Company has two operating segments aggregated under the Wholesale reportable segment: U.S. Wholesale and Canada Wholesale. In addition, the Company’s Retail operating segment is a separate reportable segment, which consists of discontinued operations disposal groups. The U.S. Wholesale and Canada Wholesale operating segments have similar products and services, customer channels, distribution methods and economic characteristics. The Wholesale reportable segment is engaged in the national distribution of natural, organic, specialty, produce, and conventional grocery and non-food products, and is also a provider of support services in the United States and Canada. The Company has additional operating segments that do not meet the quantitative thresholds for reportable segments and are therefore aggregated under the caption of Other. Other includes a manufacturing division, which engages in the importing, roasting, packaging, and distributing of nuts, dried fruit, seeds, trail mixes, granola, natural and organic snack items and confections, and the Company’s branded product lines. Other also includes certain corporate operating expenses that are not allocated to operating segments, which include, among other expenses, restructuring, acquisition, and integration related expenses, share-based compensation, and salaries, retainers, and other related expenses of certain officers and all directors. The Company allocates certain corporate capital expenditures and identifiable assets to its business segments and retains certain depreciation expense related to those assets within Other. In the first quarter of fiscal 2020, the Company changed its measurement of segment profit, which resulted in additional corporate expenses that were previously included in Other now being attributed to the Wholesale business. Prior period amounts have been recast to reflect this new measurement approach. Non-operating expenses that are not allocated to the operating segments are under the caption of Unallocated (Income)/Expenses. (in thousands) Wholesale Other Eliminations Unallocated (Income)/Expenses Consolidated 13-Week Period Ended May 2, 2020: Net sales (1) $ 6,670,044 $ 56,361 $ (58,724 ) $ — $ 6,667,681 Restructuring, acquisition and integration related expenses 4,030 6,419 — — 10,449 Operating income (loss) 119,809 (47,505 ) (599 ) — 71,705 Total other expense, net — — — 33,377 33,377 Income (loss) from continuing operations before income taxes 38,328 Depreciation and amortization 66,754 2,888 — — 69,642 Capital expenditures 33,216 402 — — 33,618 Total assets of continuing operations 6,686,382 614,356 (50,076 ) — 7,250,662 13-Week Period Ended April 27, 2019: Net sales (2) $ 5,944,521 $ 61,910 $ (43,811 ) $ — $ 5,962,620 Goodwill and asset impairment (adjustment) charges (38,250 ) — — — (38,250 ) Restructuring, acquisition and integration related expenses — 19,438 — — 19,438 Operating income (loss) 103,142 (31,278 ) (2,183 ) — 69,681 Total other expense, net — — — 44,934 44,934 Income (loss) from continuing operations before income taxes 24,747 Depreciation and amortization 63,375 8,412 — — 71,787 Capital expenditures 56,655 161 — — 56,816 Total assets of continuing operations 6,403,512 423,663 (40,618 ) — 6,786,557 (1) For the third quarter of fiscal 2020 , the Company recorded $273.2 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. (2) For the third quarter of fiscal 2019 , the Company recorded $227.1 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. (in thousands) Wholesale Other Eliminations Unallocated (Income)/Expenses Consolidated 39-Week Period Ended May 2, 2020: Net sales (1) $ 18,821,520 $ 158,377 $ (155,027 ) $ — $ 18,824,870 Goodwill and asset impairment (adjustment) charges 423,703 1,702 — — 425,405 Restructuring, acquisition and integration related expenses 23,392 30,993 — — 54,385 Operating income (loss) (277,675 ) (99,632 ) (86 ) — (377,393 ) Total other expense, net — — — 116,289 116,289 Income (loss) from continuing operations before income taxes — — — — (493,682 ) Depreciation and amortization 200,515 13,487 — — 214,002 Capital expenditures 116,565 1,680 — — 118,245 39-Week Period Ended April 27, 2019: Net sales (2) $ 14,932,905 $ 167,381 $ (120,304 ) $ — 14,979,982 Goodwill and asset impairment (adjustment) charges 332,621 — — — 332,621 Restructuring, acquisition and integration related expenses 4 134,563 — — 134,567 Operating income (loss) (189,299 ) (164,745 ) (3,248 ) — (357,292 ) Total other expense, net — — — 98,689 98,689 Income (loss) from continuing operations before income taxes — — — — (455,981 ) Depreciation and amortization 156,693 13,087 — — 169,780 Capital expenditures 136,065 888 — — 136,953 (1) For fiscal 2020 year-to-date , the Company recorded $756.9 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 $505.5 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. |
COMMITMENTS, CONTINGENCIES AND
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS | 9 Months Ended |
May 02, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENT | NOTE 17—COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS Guarantees and Contingent Liabilities The Company has outstanding guarantees related to certain leases, fixture financing loans and other debt obligations of various retailers as of May 2, 2020 . These guarantees were generally made to support the business growth of wholesale customers. The guarantees are generally for the entire terms of the leases, fixture financing loans or other debt obligations with remaining terms that range from less than one year to ten years , with a weighted average remaining term of approximately six years . For each guarantee issued, if the wholesale customer or other third-party defaults on a payment, the Company would be required to make payments under its guarantee. Generally, the guarantees are secured by indemnification agreements or personal guarantees of the primary obligor/retailer. The Company reviews performance risk related to its guarantee obligations based on internal measures of credit performance. As of May 2, 2020 , the maximum amount of undiscounted payments the Company would be required to make in the event of default of all guarantees was $32.9 million ( $25.8 million on a discounted basis). Based on the indemnification agreements, personal guarantees and results of the reviews of performance risk, the Company believes the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these contingent obligations under the Company’s guarantee arrangements as the fair value has been determined to be de minimis. The Company is contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. The Company could be required to satisfy the obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of the Company’s lease assignments among third parties, and various other remedies available, the Company believes the likelihood that it will be required to assume a material amount of these obligations is remote. For leases that have been assigned, the Company has recorded the associated right of use operating lease assets and obligations within the Condensed Consolidated Balance Sheets . No associated lessor receivables are reflected on the Condensed Consolidated Balance Sheets ; however, within Note 11—Leases expected cash flows from lease receipts reflecting the assignees payments to the landlord are reflected as Lease Receipts within the future maturity table, along with the Wholesale customers future Lease Receipts. For the Company’s lease guarantee arrangements, no amounts have been recorded within the Condensed Consolidated Balance Sheets as the fair value has been determined to be de minimis. The Company is a party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters in the ordinary course of business, which indemnities may be secured by operation of law or otherwise. These agreements primarily relate to the Company’s commercial contracts, service agreements, contracts entered into for the purchase and sale of stock or assets, operating leases and other real estate contracts, financial agreements, agreements to provide services to the Company and agreements to indemnify officers, directors and employees in the performance of their work. While the Company’s aggregate indemnification obligations could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. No amount has been recorded in the Condensed Consolidated Balance Sheets for these contingent obligations as the fair value has been determined to be de minimis. In connection with Supervalu’s sale of New Albertson’s, Inc. (“NAI”) on March 21, 2013, the Company remains contingently liable with respect to certain self-insurance commitments and other guarantees as a result of parental guarantees issued by Supervalu with respect to the obligations of NAI that were incurred while NAI was Supervalu’s subsidiary. Based on the expected settlement of the self-insurance claims that underlie the Company’s commitments, the Company believes that such contingent liabilities will continue to decline. Subsequent to the sale of NAI, NAI collateralized most of these obligations with letters of credit and surety bonds to numerous state governmental authorities. Because NAI remains a primary obligor on these self-insurance and other obligations and has collateralized most of the self-insurance obligations for which the Company remains contingently liable, the Company believes that the likelihood that it will be required to assume a material amount of these obligations is remote. Accordingly, no amount has been recorded in the Condensed Consolidated Balance Sheets for these guarantees, as the fair value has been determined to be de minimis. Agreements with Save-A-Lot and Onex The Agreement and Plan of Merger pursuant to which Supervalu sold the Save-A-Lot business in 2016 (the “SAL Merger Agreement”) contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters, on the terms and subject to the limitations set forth in the SAL Merger Agreement. Similarly, Supervalu entered into a Separation Agreement (the “Separation Agreement”) with Moran Foods, LLC d/b/a Save-A-Lot (“Moran Foods”), which contains indemnification obligations and covenants related to the separation of the assets and liabilities of the Save-A-Lot business from the Company. The Company also entered into a Services Agreement with Moran Foods (the “Services Agreement”), pursuant to which the Company is providing Save-A-Lot various technical, human resources, finance and other operational services for a term of five years , subject to termination provisions that can be exercised by each party. The initial annual base charge under the Services Agreement is $30 million , subject to adjustments. The Services Agreement generally requires each party to indemnify the other party against third-party claims arising out of the performance of or the provision or receipt of services under the Services Agreement. While the Company’s aggregate indemnification obligations to Save-A-Lot and Onex, the purchaser of Save-A-Lot, could result in a material liability, the Company is not aware of any matters that are expected to result in a material liability. The Company has recorded the fair value of the guarantee in the Condensed Consolidated Balance Sheets within Other long-term liabilities. Other Contractual Commitments In the ordinary course of business, the Company enters into supply contracts to purchase products for resale, and service contracts for fixed asset and information technology systems. These contracts typically include either volume commitments or fixed expiration dates, term ination provisions and other standard contractual considerations. As of May 2, 2020, the Company had approximately $252.0 million of non-cancelable future purchase obligations. Legal Proceedings In December 2008, a class action complaint was filed in the United States District Court for the Western District of Wisconsin against Supervalu alleging that a 2003 transaction between Supervalu and C&S Wholesale Grocers, Inc. (“C&S”) was a conspiracy to restrain trade and allocate markets. As previously disclosed, the Company settled with the certain plaintiffs in November 2017. The remaining plaintiff (the “New England plaintiff”) was not a party to the settlement and pursued its individual claims and potential class action claims against Supervalu. On February 15, 2018, Supervalu filed a summary judgment and Daubert motion and the New England plaintiff filed a motion for class certification and on July 27, 2018, the District Court granted Supervalu’s motions. The New England plaintiff appealed to the 8th Circuit on August 15, 2018, and a hearing was held on October 15, 2019. In the second quarter of fiscal 2020, the 8th Circuit Court of Appeals denied the appeal. The Company is one of dozens of companies that have been named in various lawsuits alleging that drug manufacturers, retailers and distributors contributed to the national opioid epidemic. Currently, UNFI, primarily through its subsidiary, Advantage Logistics, is named in approximately 38 suits pending in the United States District Court for the Northern District of Ohio where over 1,800 cases have been consolidated as Multi-District Litigation (“MDL”). In accordance with the Stock Purchase Agreement dated January 10, 2013, between New Albertson’s Inc. and the Company (the “Stock Purchase Agreement”), New Albertson’s Inc. is defending and indemnifying UNFI in a majority of the cases under a reservation of rights as those cases relate to New Albertson’s pharmacies. In one of the MDL cases, MDL No. 2804 filed by The Blackfeet Tribe of the Blackfeet Indian Reservation, all defendants were ordered to Answer the Complaint, which UNFI did on July 26, 2019. To date, no discovery has been conducted against UNFI in any of the actions. UNFI is vigorously defending these matters, which it believes are without merit. UNFI is currently subject to a qui tam action alleging violations of the False Claims Act (“FCA”). In United States ex rel. Schutte and Yarberry v. Supervalu, New Albertson’s, Inc., et al, which is pending in the U.S. District Court for the Central District of Illinois, the relators allege that defendants overcharged government healthcare programs by not providing the government, as a part of usual and customary prices, the benefit of discounts given to customers purchasing prescription medication who requested that defendants match competitor prices. The complaint was originally filed under seal and amended on November 30, 2015. The government previously investigated the relators' allegations and declined to intervene. Violations of the FCA are subject to treble damages and penalties of up to a specified dollar amount per false claim. Relators elected to pursue the case on their own and have alleged FCA damages against Supervalu and New Albertsons in excess of $100 million , not including trebling and statutory penalties. For the majority of the relevant period Supervalu and New Albertson’s operated as a combined company. In March 2013, Supervalu divested New Albertson’s (and related assets) pursuant the Stock Purchase Agreement. Based on the claims that are currently pending and the Stock Purchase Agreement, Supervalu’s share of a potential award (at the currently claimed value by relators) would be approximately $24 million , not including trebling and statutory penalties. Both sides moved for summary judgment. Discovery is complete, and trial will be set after the Court rules on the pending motions. On August 5, 2019, the Court granted one of relators’ summary judgment motions finding that defendants’ lower matched prices are the usual and customary prices and that Medicare Part D and Medicaid were entitled to those prices. There are additional pending motions for summary judgment filed by defendants and relators that await rulings by the Court, including on key FCA elements of materiality and knowledge. On August 30, 2019, defendants filed a motion with the District Court seeking certification of the summary judgment decision for interlocutory appeal and on November 7, 2019, the District Court denied the motion. UNFI is vigorously defending this matter and believes that it should be successful on the merits, however, in light of the most recent summary judgment decision, the Company now believes the risk of loss is reasonably possible. However, management is unable to estimate a range of reasonably possible loss because there are several disputed factual and legal matters that have not yet been resolved, including fundamentally whether any FCA violations actually occurred (which defendants still strongly believe and continue to argue did not), and the appropriate methodology of determining potential damages, if any. In November 2018, a putative nationwide class action was filed in Rhode Island state court, which the Company removed to U.S. District Court for the District of Rhode Island. In North Country Store v. United Natural Foods, Inc., plaintiff asserts that the Company made false representations about the nature of fuel surcharges charged to customers and asserts claims for alleged violations of Connecticut’s Unfair Trade Practices Act, breach of contract, unjust enrichment and breach of the covenant of good faith and fair dealing arising out of the Company’s fuel surcharge practices. On March 5, 2019, the Company answered the complaint denying the allegations. At a court-ordered mediation on October 15, 2019, the Company reached an agreed resolution, which was immaterial in amount, to avoid costs and uncertainty of litigation. The potential settlement must go through the Court approval and notice process, which will take several months. From time to time, the Company receives notice of claims or potential claims, becomes involved in litigation, alternative dispute resolution such as arbitration, or other legal and regulatory proceedings that arise in the ordinary course of its business, including investigations and claims regarding employment law; pension plans; labor union disputes, including unfair labor practices, such as claims for back-pay it the context of labor contract negotiations; supplier, customer and service provider contract terms and claims including matters related to supplier or customer insolvency or general inability to pay obligations as they become due; real estate and environmental matters, including claims in connection with the Company’s ownership and lease of a substantial amount of real property, both neutral and warehouse properties; and antitrust. Other than as described above, there are no pending material legal proceedings to which the Company is a party or to which its property is subject. Predicting the outcomes of claims and litigation and estimating related costs and exposures involves substantial uncertainties that could cause actual outcomes, costs and exposures to vary materially from current expectations. The Company regularly monitors its exposure to the loss contingencies associated with these matters and may from time to time change its predictions with respect to outcomes and estimates with respect to related costs and exposures. As of May 2, 2020 , no material accrued obligations, individually or in the aggregate, have been recorded for these legal proceedings. Although management believes it has made appropriate assessments of potential and contingent loss in each of these cases based on current facts and circumstances, and application of prevailing legal principles, there can be no assurance that material differences in actual outcomes from management’s current assessments, costs and exposures relative to current predictions and estimates, or material changes in such predictions or estimates will not occur. The occurrence of any of the foregoing, could have a material adverse effect on the Company’s financial condition, results of operations or cash flows. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
May 02, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 18—DISCONTINUED OPERATIONS In conjunction with the Supervalu acquisition, the Company announced its plan to sell the remaining acquired retail operations of Supervalu (“Retail”). The results of operations, financial position and cash flows of Cub Foods, Hornbacher’s, Shoppers and Shop ‘n Save St. Louis and Shop ‘n Save East retail operations have been presented as discontinued operations and the related assets and liabilities have been classified as held-for-sale. As of May 2, 2020, the Company held the remaining Shoppers stores and the Cub Foods business for sale. As discussed in more detail in Note 19—Subsequent Events , subsequent to the end of the third quarter of fiscal 2020, the Company determined it would no longer classify the Cub Foods business and the majority of the remaining Shoppers locations (collectively “Remaining Retail”) as discontinued operations. The Company may incur additional costs and charges in the future related to the Remaining Retail business if these locations are subsequently sold, if indicators exist that the business may be impaired while classified as held and used as continuing operations, or if the Company incurs additional wind-down or employee-related costs or charges. In the second quarter of fiscal 2020, the Company entered into agreements to sell 13 Shoppers stores and decided to close six locations. During fiscal 2020 year-to-date, within discontinued operations the Company incurred approximately $39.1 million in pre-tax aggregate costs and charges related to Shoppers, consisting of $14.2 million of operating losses and transaction costs during the period of wind-down, $15.1 million of property and equipment impairment charges related to impairment reviews, $8.7 million of severance costs and $1.1 million of losses on sale. The Company expects to incur additional related costs and charges in the fourth quarter of fiscal 2020. In the second and third quarters of fiscal 2020, the Company reviewed the recoverability of the remaining assets held for sale and assessed the remaining composition of the Shoppers disposal group based on updated fair values. In fiscal 2019, the Company completed the sale of seven of its eight Hornbacher's locations, as well as Hornbacher’s newest store in West Fargo, North Dakota, to Coborn's Inc. (“Coborn’s”). The Company did not incur a gain or loss on the sale of this disposal group. The Hornbacher’s store in Grand Forks, North Dakota was not included in the sale to Coborn’s and has closed pursuant to the terms of the definitive agreement. As part of the sale, Coborn's entered into a long-term agreement for the Company to serve as the primary supplier of the Hornbacher’s locations and expand its existing supply arrangements for other Coborn’s locations. In the fourth quarter of fiscal 2019, the Company completed the sale of the pharmacy prescription files and inventory of the Shoppers disposal group. As of May 2, 2020 , only the Cub Foods and Shoppers disposal groups continue to be classified as operations held for sale as discontinued operations. Operating results of discontinued operations are summarized below: 13-Week Period Ended 39-Week Period Ended (In thousands) May 2, 2020 April 27, May 2, 2020 April 27, 2019 (1) Net sales $ 667,003 $ 640,121 $ 1,891,529 $ 1,413,756 Cost of sales 479,175 463,157 1,371,253 1,031,330 Gross profit 187,828 176,964 520,276 382,426 Operating expenses 128,232 144,547 394,080 310,751 Restructuring expenses and charges 8,091 644 40,304 11,026 Operating income 51,505 31,773 85,892 60,649 Other expense (income), net 2,242 (369 ) 1,192 (957 ) Income from discontinued operations before income taxes 49,263 32,142 84,700 61,606 Income tax provision 12,071 7,772 20,447 13,759 Income from discontinued operations, net of tax $ 37,192 $ 24,370 $ 64,253 $ 47,847 (1) These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to April 27, 2019 . The Company recorded $273.2 million and $227.1 million within Net sales from continuing operations attributable to discontinued operations inter-company product purchases in the third quarters of fiscal 2020 and 2019 , respectively, and $756.9 million and $505.5 million in fiscal 2020 and 2019 year-to-date , respectively, which the Company expects will continue subsequent to the sale of certain retail banners. These amounts were recorded at gross margin rates consistent with sales to other similar wholesale customers of the acquired Supervalu business. No sales were recorded within continuing operations for retail banners that the Company expects to dispose of without a supply agreement, which were eliminated upon consolidation within continuing operations and amounted to $99.3 million and $134.9 million in the third quarters of fiscal 2020 and 2019 , respectively, and $320.0 million and $308.0 million in fiscal 2020 and 2019 year-to-date , respectively. The carrying amounts (in thousands) of major classes of assets and liabilities that were classified as held-for-sale on the Condensed Consolidated Balance Sheets follows in the table below. (In thousands) May 2, 2020 August 3, 2019 Current assets Cash and cash equivalents $ 2,312 $ 2,917 Receivables, net 11,822 1,471 Inventories 110,449 129,142 Other current assets 4,272 10,199 Total current assets of discontinued operations 128,855 143,729 Long-term assets Property and equipment 269,272 301,395 Intangible assets 49,687 48,788 Other assets 2,297 1,882 Total long-term assets of discontinued operations 321,256 352,065 Total assets of discontinued operations $ 450,111 $ 495,794 Current liabilities Accounts payable $ 73,546 $ 61,634 Accrued compensation and benefits 42,679 45,887 Other current liabilities 19,278 14,744 Total current liabilities of discontinued operations 135,503 122,265 Long-term liabilities Other long-term liabilities 8,899 1,923 Total liabilities of discontinued operations 144,402 124,188 Net assets of discontinued operations $ 305,709 $ 371,606 As of May 2, 2020 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
May 02, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19—SUBSEQUENT EVENTS Subsequent to the end of the third quarter of fiscal 2020, the Company determined it was no longer probable that a sale of Remaining Retail would occur within one year. As a result, the Company determined it no longer met the criteria to classify Remaining Retail as discontinued operations. In the fourth quarter of fiscal 2020, the Company expects to present Remaining Retail as held and used as part of continuing operations in its fiscal 2020 Consolidated Financial Statements based on this assessment. This expected change in financial statement presentation will require the Company to restate the presentation and classification of Remaining Retail within its Consolidated Financial Statements for fiscal 2019, which will result in Remaining Retail’s results of operations, financial position, cash flows and related disclosures being within continuing operations. In the fourth quarter of fiscal 2020, the Company expects to record an adjustment to the carrying value of certain long-lived assets, including property and equipment and intangible assets, to record the assets at the carrying amount at the acquisition date adjusted for any depreciation expense that would have been recognized had the assets been held and used as part of continuing operations since their acquisition date. As discussed in Note 3—Revenue Recognition , certain sales from the Wholesale segment to the retail discontinued operations are presented within Net sales. In order to present Remaining Retail’s results of operations within continuing operations these Wholesale sales to retail discontinued operations will be eliminated upon consolidation. Remaining Retail’s net sales will be included in the Net sales line of the Consolidated Statement of Operations. As discussed in Note 3—Revenue Recognition , the Company currently holds Shoppers stores for sale without an expectation of a supply agreement and therefore no Wholesale sales were recorded within continuing operations. Within the restatement of the Company’s segment financial information, the Company expects to recognize Wholesale segment sales to the majority of the remainder of the Shoppers locations, which will be eliminated upon consolidation as described above. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
May 02, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business United Natural Foods, Inc. and its subsidiaries (the “Company” or “UNFI”) is a leading distributor of natural, organic, specialty, produce and conventional grocery and non-food products, and provider of support services. The Company sells its products primarily throughout the United States and Canada. |
Fiscal Year | Fiscal Year The Company’s fiscal years end on the Saturday closest to July 31 and contain either 52 or 53 weeks. References to the third quarter of fiscal 2020 and 2019 relate to the 13-week fiscal quarters ended May 2, 2020 and April 27, 2019 , respectively. References to fiscal 2020 and 2019 year-to-date relate to the 39-week fiscal periods ended May 2, 2020 and April 27, 2019 , respectively. |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation, with the exception of sales transactions from continuing to discontinued operations for wholesale supply discussed further in Note 3—Revenue Recognition. Unless otherwise indicated, references to the Condensed Consolidated Statements of Operations , the Condensed Consolidated Balance Sheets and the Notes to the Condensed Consolidated Financial Statements exclude all amounts related to discontinued operations. Refer to Note 18—Discontinued Operations for additional information about discontinued operations. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’s opinion, these Condensed Consolidated Financial Statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. However, the results of operations for interim periods may not be indicative of the results that may be expected for a full year. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 3, 2019 (the “Annual Report”). Except as described for lease accounting below, there were no material changes in significant accounting policies from those described in the Company’s Annual Report. |
Use of Estimates | Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company’s banking arrangements allow it to fund outstanding checks when presented to the financial institution for payment. The Company funds all intraday bank balance overdrafts during the same business day. Checks outstanding in excess of bank balances create book overdrafts, which are recorded in Accounts payable in the Condensed Consolidated Balance Sheets and are reflected as an operating activity in the Condensed Consolidated Statements of Cash Flows. As of May 2, 2020 and August 3, 2019 , the Company had net book overdrafts of $290.3 million and $236.9 million , respectively. |
Inventories, net | Inventories, Net Inventories are valued at the lower of cost or market. Substantially all of the Company’s inventories consist of finished goods and a substantial portion of its inventories have a last-in, first-out (“LIFO”) reserve applied. Interim LIFO calculations are based on the Company’s estimates of expected year-end inventory levels and costs, as the actual valuation of inventory under the LIFO method is computed at the end of each fiscal year based on the inventory levels and costs at that time. If the first-in, first-out method had been used, Inventories, net would have been higher by approximately $43.4 million and $24.1 million at May 2, 2020 and August 3, 2019 , respectively. |
Leases | Leases At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Subsequent to commencement, lease classification is only reassessed upon a change to the expected lease term or contract modification. Finance and operating lease assets represent the Company’s right to use an underlying asset as lessee for the lease term, and lease obligations represent the Company’s obligation to make lease payments arising from the lease. These assets and obligations are recognized at the lease commencement date based on the present value of lease payments, net of incentives, over the lease term. Incremental borrowing rates are estimated based on the Company’s borrowing rate as of the lease commencement date to determine the present value of lease payments, when lease contracts do not provide a readily determinable implicit rate. Incremental borrowing rates are determined by using the yield curve based on the Company’s credit rating adjusted for the Company’s specific debt profile and secured debt risk. The lease asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms include option extension periods when it is reasonably certain that those options will be exercised. Leases with an initial expected term of 12 months or less are not recorded in the consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term. For all classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed nonlease components. The Company recognizes contractual obligations and receipts on a gross basis, such that the related lease obligation to the landlord is presented separately from the sublease created by the lease assignment to the assignee. As a result, the Company continues to recognize on its Condensed Consolidated Balance Sheets the operating lease assets and liabilities, and finance lease assets and obligations, for assigned leases. The Company records operating lease expense and income using the straight-line method within Operating expenses, and lease income on a straight-line method for leases with its customers within Net sales. Finance lease expense is recognized as amortization expense within Operating expenses, and interest expense within Interest expense, net. For operating leases with step rent provisions whereby the rental payments increase over the life of the lease, and for leases where the Company receives rent-free periods, the Company recognizes expense and income based on a straight-line basis based on the total minimum lease payments to be made or lease receipts expected to be received over the expected lease term, including rent-free periods. The Company is generally obligated for property tax, insurance and maintenance expenses related to leased properties, which often represent variable lease expenses. For contractual obligations on properties where the Company remains the primary obligor upon assignment of the lease and does not obtain a release from landlords or retain the equity interests in the legal entities with the related rent contracts, the Company continues to recognize rent expense and rent income within Operating expenses. Operating and finance lease assets are reviewed for impairment based on an ongoing review of circumstances that indicate the assets may no longer be recoverable, such as closures of retail stores, distribution centers and other properties that are no longer being utilized in current operations, and other factors. The Company calculates operating and finance lease impairments using a discount rate to calculate the present value of estimated subtenant rentals that could be reasonably obtained for the property. Lease impairment charges are recorded as a component of Restructuring, acquisition and integration related expenses in the Condensed Consolidated Statements of Operations. The calculation of lease impairment charges requires significant judgments and estimates, including estimated subtenant rentals, discount rates and future cash flows based on the Company’s experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions. Impairments are recognized as a reduction of the carrying value of the right of use asset and are reflected as a reduction to Operating lease assets. Refer to Note 11—Leases for additional information. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) No. 2016-02, Leases (Topic 842), which provides new comprehensive lease accounting guidance that supersedes previous lease guidance. The objective of this ASU is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Criteria for distinguishing between finance and operating leases are substantially similar to criteria for distinguishing between capital and operating leases in previous lease guidance. Lease agreements that are 12 months or less are permitted to be excluded from the balance sheet. In addition, this ASU expands the disclosure requirements of lease arrangements. The Company adopted this standard in the first quarter of fiscal 2020 on August 4, 2019, the effective and initial application date, using the additional transition method under ASU 2018-11, which allows for a cumulative effect adjustment within retained earnings in the period of adoption. In addition, the Company elected the “package of three” practical expedients which allows companies to not reassess whether arrangements contain leases, the classification of leases, and the capitalization of initial direct costs. The impact of the adoption to the Company’s Condensed Consolidated Balance Sheets includes the recognition of operating lease liabilities of $1.1 billion with corresponding right-of-use assets of approximately the same amount based on the present value of the remaining lease payments for existing operating leases. The difference between the amount of right-of-use assets and lease liabilities recognized is primarily related to adjustments to prepaid rent, deferred rent, lease intangible assets/liabilities, and closed property reserves. In addition, the adoption of the standard resulted in the derecognition of existing property and equipment for certain properties that did not previously qualify for sale accounting because the Company was determined to be the accounting owner during the construction phase and did not qualify for sale-leaseback accounting upon completion of the construction. At the transition date, the Company was constructing one facility, which was completed in the fourth quarter of fiscal 2020. The Company exercised a purchase option for the facility in the third quarter of fiscal 2020, which resulted in the Company continuing to account for the facility as its accounting owner. For properties where the Company was deemed the accounting owner during construction for which construction has been completed, the difference between the assets and liabilities derecognized, net of the deferred tax impact, was recorded as an adjustment to retained earnings. Lessor accounting guidance remained largely unchanged from previous guidance. Adoption of this standard did not have a material impact to the Company’s Condensed Consolidated Statements of Operations , Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flows . The Company has revised its accounting policies, processes and controls, and systems as applicable to comply with the provisions and disclosure requirements of the standard. The effects of the changes, including those discussed above, made to the Company’s Condensed Consolidated Balance Sheets as of August 3, 2019 for the adoption of the new lease guidance were as follows (in thousands): 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 In October 2018, the FASB issued authoritative guidance under ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU adds the Overnight Index Swap (OIS) rate based on Secured Overnight Financing Rate (SOFR) as a benchmark interest rate for hedge accounting purposes. This ASU is effective for public companies with interim and fiscal years beginning after December 15, 2018, which for the Company was the first quarter of fiscal year 2020. The Company adopted this standard in the first quarter of fiscal 2020 with no impact to the Company’s consolidated financial statements as LIBOR is still being used as benchmark interest rate. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2018. The Company adopted this ASU in the first quarter of fiscal 2020. The adoption of this ASU had no impact to Accumulated other comprehensive loss or Retained earnings. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 . This ASU clarifies the accounting treatment for the measurement of credit losses under ASC 236 and provides further clarification on previously issued updates including ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities and ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Since the Company adopted ASU 2017-12 in the fourth quarter of fiscal 2018, the amendments in ASU 2019-04 related to clarifications on Accounting for Hedging Activities have been adopted by the Company in the first quarter of fiscal 2020. The remaining amendments within ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, which for the Company is the first quarter of fiscal 2021. Early adoption is permitted. Th e Company adopted the relevant portions of this standard in the first quarter of fiscal 2020 with no impact to Accumulated other comprehensive loss or Retained earnings for fiscal 2020, as the Company did not have separately measured ineffectiveness related to its cash flow hedges. In March 2020, the FASB issued ASU 2020-04, Reference rate reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. The Company adopted this ASU in the third quarter of fiscal 2020, which is effective on a prospective basis. The adoption of this ASU did not have a material impact on the consolidated financial statements. The Company has elected the expedient to assert probability of its hedged interest rate transactions, which is effective March 12, 2020 until superseded by subsequent documentation or December 31, 2022, whichever occurs first. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. ASU 2018-05 requires implementation costs incurred by customers in cloud computing arrangements (i.e. hosting arrangements) to be capitalized under the same premises as authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The Company is required to adopt this new guidance in the first quarter of fiscal 2021. The Company has outstanding cloud computing arrangements and continues to incur costs that it believes would be required to be capitalized under ASU 2018-05. The Company is currently reviewing the provisions of the new standard and evaluating its impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. ASU 2018-14 eliminates requirements for certain disclosures and requires additional disclosures under defined benefit pension plans and other postretirement plans. The Company is required to adopt this guidance in the first quarter of fiscal 2022. The Company is currently reviewing the provisions of the new standard and evaluating its impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11 (collectively, “Topic 326”). Topic 326 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, guarantees and other instruments, entities will be required to use a new forward-looking “expected loss” model that will replace the current “incurred loss” model and generally will result in the earlier recognition of credit losses. The Company is required to adopt this new guidance in the first quarter of fiscal 2021 on a modified-retrospective basis as required by the standard by means of a cumulative-effect adjustment to the opening balance of retained earnings in the statement of financial position and stockholders’ equity as of the effective date. The Company is currently reviewing the provisions of the new standard, establishing revised processes and controls to estimate expected losses for trade and other receivables, guarantees and other instruments, and evaluating its impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions to Topic 740’s general principles. The amendments also improve consistent application and simplifies its application. The Company is required to adopt this guidance in the first quarter of fiscal 2022. The Company is currently reviewing the provisions of the new standard and evaluating its impact on the Company’s consolidated financial statements. |
RECENTLY ADOPTED AND ISSUED A_2
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS (Tables) | 9 Months Ended |
May 02, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The effects of the changes, including those discussed above, made to the Company’s Condensed Consolidated Balance Sheets as of August 3, 2019 for the adoption of the new lease guidance were as follows (in thousands): 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 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
May 02, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables detail the Company’s revenue recognition for the periods presented by customer channel for each of its segments. The Company does not record its revenues within its wholesale reportable segment for financial reporting purposes by product group, and it is therefore impracticable for it to report them accordingly. Net Sales for the 13-Week Period Ended (in millions) May 2, 2020 Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 4,267 $ — $ — $ 4,267 Supernatural 1,279 — — 1,279 Independents 684 — — 684 Other 441 56 (59 ) 438 Total $ 6,671 $ 56 $ (59 ) $ 6,668 Net Sales for the 13-Week Period Ended (in millions) April 27, 2019 (1) Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 3,701 $ — $ — $ 3,701 Supernatural 1,102 — — 1,102 Independents 707 — — 707 Other 435 62 (44 ) 453 Total $ 5,945 $ 62 $ (44 ) $ 5,963 Net Sales for the 39-Week Period Ended (in millions) May 2, 2020 (1) Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 11,915 $ — $ — $ 11,915 Supernatural 3,600 — — 3,600 Independents 1,983 — — 1,983 Other 1,324 158 (155 ) 1,327 Total $ 18,822 $ 158 $ (155 ) $ 18,825 Net Sales for the 39-Week Period Ended (in millions) April 27, 2019 (1) Customer Channel Wholesale Other Eliminations Consolidated Supermarkets $ 8,559 $ — $ — $ 8,559 Supernatural 3,229 — — 3,229 Independents 2,041 — — 2,041 Other 1,104 167 (120 ) 1,151 Total $ 14,933 $ 167 $ (120 ) $ 14,980 (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 legacy Supervalu and 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 third quarter of fiscal 2019 and for fiscal 2019 year-to-date increased approximately $26 million and $77 million , respectively, compared to the previously reported amounts, while net sales to the Other channel for the third quarter of fiscal 2019 and for fiscal 2019 year-to-date increased $96 million and $213 million , respectively, compared to previously reported amounts. Net sales to the Company’s Independents channel for the third quarter of fiscal 2019 and fiscal 2019 year-to-date decreased $122 million and $290 million , respectively, compared to the previously reported amounts. |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts and notes receivable are as follows: (in thousands) May 2, 2020 August 3, 2019 Customer accounts receivable $ 1,264,869 $ 1,063,167 Allowance for uncollectible receivables (52,144 ) (20,725 ) Other receivables, net 19,887 23,257 Accounts receivable, net $ 1,232,612 $ 1,065,699 Customer notes receivable, net, included within Prepaid expenses and other current assets $ 12,122 $ 11,912 Long-term notes receivable, net, included within Other assets $ 25,472 $ 34,408 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
May 02, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final consideration, fair value of assets acquired and liabilities assumed, and the resulting goodwill. (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. |
Schedule of Finite-Lived Intangible Assets Acquired | The following table summarizes the identifiable intangible assets and liabilities recorded based on final valuations. The identifiable intangible assets are expected to be amortized on a straight-line basis over the estimated useful lives indicated. The fair value of identifiable intangible assets acquired was determined using income approaches. Significant assumptions utilized in the income approach were based on Company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. 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 |
Schedule of Unaudited Pro Forma Information | The following table presents unaudited supplemental pro forma consolidated Net sales and Net loss from continuing operations based on the Company’s historical reporting periods as if the acquisition of Supervalu had occurred as of July 30, 2017: 13-Week Period Ended 39-Week Period Ended (in thousands, except per share data) April 28, 2018 (1) April 27, 2019 (2) April 28, 2018 (3) Net sales $ 6,067,869 $ 18,096,796 $ 18,125,148 Net income (loss) from continuing operations $ 73,853 $ (378,422 ) $ 42,855 Basic net income (loss) from continuing operations per share $ 1.46 $ (7.46 ) $ 0.85 Diluted net income (loss) from continuing operations per share $ 1.46 $ (7.46 ) $ 0.84 (1) Includes 13 weeks of pro forma Supervalu results for the period ended April 28, 2018. (2) Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018. (3) Includes 39 weeks of pro forma Supervalu results for the period ended April 28, 2018 and 19 weeks of pro forma Associated Grocers of Florida, Inc. results, which was acquired by Supervalu on December 8, 2017. |
RESTRUCTURING, ACQUISITION, A_2
RESTRUCTURING, ACQUISITION, AND INTEGRATION RELATED EXPENSES (Tables) | 9 Months Ended |
May 02, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, acquisition and integration related expenses incurred | Restructuring, acquisition and integration related expenses incurred were as follows: 13-Week Period Ended 39-Week Period Ended (in thousands) May 2, 2020 April 27, 2019 May 2, 2020 April 27, 2019 2019 SUPERVALU INC. restructuring expenses $ 1,492 $ 12,257 $ 3,993 $ 66,423 Acquisition and integration costs 552 6,084 25,257 47,500 Closed property charges and costs 8,405 1,097 25,135 20,644 Total $ 10,449 $ 19,438 $ 54,385 $ 134,567 |
Schedule of restructuring reserves by program | The following is a summary of the current period activity within restructuring reserves by program included in the Condensed Consolidated Balance Sheets , primarily within Accrued compensation and benefits for severance and other employee separation costs and related tax payments. (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 3,993 — — 3,993 Cash payments (13,432 ) (383 ) (701 ) (14,516 ) Balances at May 2, 2020 $ 2,418 $ — $ — $ 2,418 Cumulative program charges incurred from inception to date $ 78,407 $ 2,219 $ 6,864 $ 87,490 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
May 02, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Value of Goodwill | Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following: (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 (527 ) — (527 ) Goodwill as of May 2, 2020 $ 9,288 (1) $ 9,860 (2) $ 19,148 (1) Amounts are net of accumulated goodwill impairment charges of $292.8 million and $716.5 million as of August 3, 2019 and May 2, 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 May 2, 2020 . |
Identifiable Intangible Assets | Identifiable intangible assets consisted of the following: May 2, 2020 August 3, 2019 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizing intangible assets: Customer relationships $ 1,005,776 $ 156,471 $ 849,305 $ 1,007,089 $ 111,940 $ 895,149 Non-compete agreements 12,900 10,191 2,709 12,900 6,237 6,663 Operating lease intangibles 10,482 1,771 8,711 32,103 2,209 29,894 Trademarks and tradenames 67,700 27,521 40,179 67,700 14,161 53,539 Total amortizing intangible assets 1,096,858 195,954 900,904 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 $ 1,152,671 $ 195,954 $ 956,717 $ 1,175,605 $ 134,547 $ 1,041,058 |
Estimated Future Amortization Expense | The estimated future amortization expense for each of the next five fiscal years and thereafter on definite lived intangible assets existing as of May 2, 2020 is shown below: Fiscal Year: (In thousands) Remaining fiscal 2020 $ 21,391 2021 71,431 2022 65,895 2023 65,844 2024 66,251 2025 and thereafter 610,092 $ 900,904 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
May 02, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides the fair value hierarchy for financial assets and liabilities measured on a recurring basis: Fair Value at May 2, 2020 (In thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Foreign exchange derivatives not designated as hedging instruments Prepaid expenses and other current assets $ — $ 756 $ — Mutual funds Other assets $ 1,715 $ — $ — Liabilities: Fuel derivatives not designated as hedging instruments Accrued expenses and other current liabilities $ — $ 2,424 $ — Interest rate swaps designated as hedging instruments Accrued expenses and other current liabilities $ — $ 45,684 $ — Interest rate swaps designated as hedging instruments Other long-term liabilities $ — $ 94,745 $ — 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 $ — |
Fair Value, by Balance Sheet Grouping | In the table below, the carrying value of the Company’s long-term debt is net of original issue discounts and debt issuance costs. May 2, 2020 August 3, 2019 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Notes receivable, including current portion $ 37,594 $ 39,701 $ 46,320 $ 45,232 Long-term debt, including current portion $ 2,560,876 $ 2,473,690 $ 2,906,483 $ 2,730,271 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
May 02, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | Details of outstanding swap contracts as of May 2, 2020 , which are all pay fixed and receive floating, are as follows: Effective Date Swap Maturity Outstanding Notional Value (in millions) Pay Fixed Rate Receive Floating Rate (7) 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 55.5 1.7950 % One-Month LIBOR Monthly August 3, 2015 (2) August 15, 2022 37.0 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 October 30, 2020 (3) October 31, 2022 — 0.4540 % 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 April 29, 2021 (4) April 28, 2023 — 0.5680 % One-Month LIBOR Monthly June 30, 2021 (5) June 30, 3023 — 0.6070 % One-Month LIBOR Monthly November 30, 2018 September 30, 2023 50.0 2.8315 % One-Month LIBOR Monthly October 29, 2021 (6) October 20, 2023 — 0.6810 % 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 $ 2,092.5 (1) On March 31, 2015, the Company amended the original contract to reduce the beginning notional principal amount from $140.0 million to $84.0 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) This forward starting swap contract has a notional principal amount of $100.0 million . (4) This forward starting swap contract has a notional principal amount of $100.0 million . (5) This forward starting swap contract has a notional principal amount of $150.0 million . (6) This forward starting swap contract has a notional principal amount of $100.0 million . (7) For these swap contracts that are indexed to LIBOR, the Company is monitoring and evaluating risks related to the expected future cessation of LIBOR. |
Schedule of Interest Rate Derivatives | The location and amount of gains or losses recognized in the Condensed Consolidated Statements of Operations for interest rate swap contracts for each of the periods, presented on a pretax basis, are as follows: 13-Week Period Ended 39-Week Period Ended May 2, 2020 April 27, 2019 May 2, 2020 April 27, 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 $ 47,108 $ 54,917 $ 145,247 $ 121,149 (Loss) or gain on cash flow hedging relationships: (Loss) or gain reclassified from comprehensive income into income $ (6,191 ) $ 15 $ (12,812 ) $ 458 Gain or (loss) on interest rate swap contracts not designated as hedging instruments: Gain or (loss) recognized as interest expense $ — $ 51 $ — $ (15 ) |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
May 02, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s long-term debt consisted of the following: (in thousands) Average Interest Rate at May 2, 2020 Calendar Maturity Year May 2, August 3, Term Loan Facility 4.65% 2025 $ 1,777,500 $ 1,864,900 ABL Credit Facility 1.96% 2023 816,000 1,080,000 Other secured loans 5.20% 2023-2024 52,358 57,649 Debt issuance costs, net (48,030 ) (54,891 ) Original issue discount on debt (36,952 ) (41,175 ) Long-term debt, including current portion 2,560,876 2,906,483 Less: current portion of long-term debt (19,219 ) (87,433 ) Long-term debt $ 2,541,657 $ 2,819,050 |
Schedule of Line of Credit Facilities | The assets included in the Condensed Consolidated Balance Sheets securing the outstanding obligations under the ABL Credit Facility on a first-priority basis, and the unused credit and fees under the ABL Credit Facility, were as follows: Assets securing the ABL Credit Facility (in thousands) (1) : May 2, 2020 Certain inventory assets included in Inventories and Current assets of discontinued operations $ 2,099,976 Certain receivables included in Accounts receivables, net and Current assets of discontinued operations $ 1,197,501 (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 May 2, 2020 . Unused credit and fees under the ABL Credit Facility (in thousands, except percentages): May 2, 2020 Outstanding letters of credit $ 95,057 Letter of credit fees 1.375 % Unused credit $ 1,153,861 Unused facility fees 0.25 % |
COMPREHENSIVE (LOSS) INCOME A_2
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
May 02, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated other comprehensive loss by component net of tax for fiscal 2020 year-to-date are as follows: (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 (3,561 ) (55,874 ) (57,955 ) Amortization of amounts included in net periodic benefit income (1,722 ) — — (1,722 ) Amortization of cash flow hedge — — 9,375 9,375 Pension settlement charge 7,610 — — 7,610 Net current period Other comprehensive income (loss) 7,368 (3,561 ) (46,499 ) (42,692 ) Accumulated other comprehensive loss at May 2, 2020 $ (25,090 ) $ (23,643 ) $ (102,912 ) $ (151,645 ) Changes in Accumulated other comprehensive loss by component net of tax for fiscal 2019 year-to-date are as follows: (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 (2,308 ) (26,545 ) (28,853 ) Amortization of cash flow hedge — (353 ) (353 ) Net current period Other comprehensive loss (2,308 ) (26,898 ) (29,206 ) Accumulated other comprehensive loss at April 27, 2019 $ (21,361 ) $ (22,024 ) $ (43,385 ) |
Reclassification out of Accumulated Other Comprehensive Income | Items reclassified out of Accumulated other comprehensive loss had the following impact on the Condensed Consolidated Statements of Operations : 13-Week Period Ended 39-Week Period Ended Affected Line Item on the Condensed Consolidated Statements of Operations (in thousands) May 2, April 27, May 2, April 27, Pension and postretirement benefit plan obligations: Amortization of amounts included in net periodic benefit income (1) $ (777 ) $ — $ (2,328 ) $ — Net periodic benefit income, excluding service cost Pension settlement charge — — 10,303 — Net periodic benefit income, excluding service cost Total reclassifications (777 ) — 7,975 — Income tax (expense) benefit (203 ) — 2,087 — Benefit for income taxes Total reclassifications, net of tax $ (574 ) $ — $ 5,888 $ — Swap agreements: Amortization of cash flow hedge expense (income) $ 6,191 $ (15 ) $ 12,812 $ (458 ) Interest expense, net Income tax benefit (expense) 1,661 5 3,437 (105 ) Benefit for income taxes Total reclassifications, net of tax $ 4,530 $ (20 ) $ 9,375 $ (353 ) (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 . |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
May 02, 2020 | |
Leases [Abstract] | |
Schedule of Leases, Financial Statement Presentation | Lease assets and liabilities are as follows (in thousands): Lease Type Balance Sheet Location May 2, 2020 Operating lease assets Operating lease assets $ 984,039 Finance lease assets Property and equipment, net 134,357 Total lease assets $ 1,118,396 Operating liabilities Current portion of operating lease liabilities $ 138,698 Finance liabilities Current portion of long-term debt and finance lease liabilities 14,221 Operating liabilities Long-term operating lease liabilities 877,229 Finance liabilities Long-term finance lease liabilities 145,672 Total lease liabilities $ 1,175,820 |
Schedule of Lease Costs | The Company’s lease cost under ASC 842 is as follows: (in thousands) Statement of Operations Location 13-Week Period Ended 39-Week Period Ended May 2, 2020 May 2, 2020 Operating lease cost Operating expenses (2) $ 62,928 $ 196,332 Short-term lease cost Operating expenses 8,021 20,010 Variable lease cost Operating expenses (2) 35,392 114,299 Sublease income Operating expenses (2) (7,836 ) (31,034 ) Sublease income Net sales (5,991 ) (16,738 ) Net operating lease cost (1) 92,514 282,869 Amortization of leased assets Operating expenses 3,876 12,272 Interest on lease liabilities Interest expense, net 2,894 6,911 Finance lease cost 6,770 19,183 Total net lease cost $ 99,284 $ 302,052 (1) Rent expense as presented here includes $9.1 million and $33.5 million in the third 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. The following tables provide other information required by ASC 842: Lease Term and Discount Rate May 2, 2020 Weighted-average remaining lease term (years) Operating leases 10.7 years Finance leases 3.4 years Weighted-average discount rate Operating leases 10.7 % Finance leases 8.8 % Other Information 39-Week Period Ended (in thousands) May 2, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 166,441 Operating cash flows from finance leases 6,181 Financing cash flows from finance leases 17,183 Leased assets obtained in exchange for new finance lease liabilities 92,843 Leased assets obtained in exchange for new operating lease liabilities 154,888 |
Future Minimum Lease Payments and Lease Receipts (New Accounting Standard) | As of May 2, 2020 , these Lease Liabilities and Lease Receipts consisted of the following (in thousands): 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 $ 62,422 $ 6,991 $ (14,801 ) $ — $ 47,621 $ 6,991 2021 217,690 22,777 (50,944 ) — 166,746 22,777 2022 206,416 119,387 (45,784 ) — 160,632 119,387 2023 179,364 15,292 (35,889 ) — 143,475 15,292 2024 153,729 14,228 (27,871 ) — 125,858 14,228 Thereafter 990,394 15,541 (62,184 ) — 928,210 15,541 Total undiscounted lease liabilities and receipts $ 1,810,015 $ 194,216 $ (237,473 ) $ — $ 1,572,542 $ 194,216 Less interest (3) (794,088 ) (34,323 ) Present value of lease liabilities 1,015,927 159,893 Less current lease liabilities (138,698 ) (14,221 ) Long-term lease liabilities $ 877,229 $ 145,672 (1) Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $38.5 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 $0.5 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes payments related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease. (3) Calculated using the interest rate for each lease. |
Future Minimum Lease Payments and Lease Receipts (Prior Accounting Standard) | As of August 3, 2019 , future minimum lease payments to be made by the Company or certain third parties in the case of assigned leases for noncancellable operating leases and finance leases, which have not been reduced for future minimum subtenant rentals under certain operating subleases, including assignments, consisted of the following amounts (in thousands): 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 |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 9 Months Ended |
May 02, 2020 | |
Retirement Benefits [Abstract] | |
Net Periodic Benefit Cost (Income) Recognized in Other Comprehensive Income (Loss) | Net periodic benefit (income) cost and contributions to defined benefit pension and other post-retirement benefit plans consisted of the following: 13-Week Period Ended Pension Benefits Other Postretirement Benefits (in thousands) May 2, 2020 April 27, 2019 May 2, 2020 April 27, 2019 Net Periodic Benefit (Income) Cost Service cost $ — $ — $ 14 $ 55 Interest cost 13,602 24,004 236 478 Expected return on plan assets (25,765 ) (35,416 ) (54 ) (58 ) Amortization of net actuarial loss (gain) 3 — (780 ) — Net periodic benefit (income) cost $ (12,160 ) $ (11,412 ) $ (584 ) $ 475 Contributions to benefit plans $ (1,500 ) $ (2,386 ) $ (175 ) $ (92 ) 39-Week Period Ended Pension Benefits Other Postretirement Benefits (in thousands) May 2, 2020 April 27, 2019 May 2, 2020 April 27, 2019 Net Periodic Benefit (Income) Cost Service cost $ — $ — $ 42 $ 114 Interest cost 43,894 49,855 708 993 Expected return on plan assets (79,834 ) (73,555 ) (162 ) (121 ) Amortization of net actuarial loss (gain) 9 — (2,337 ) — Pension settlement charge 10,303 — — — Net periodic benefit (income) cost $ (25,628 ) $ (23,700 ) $ (1,749 ) $ 986 Contributions to benefit plans $ (6,750 ) $ (2,574 ) $ (335 ) $ (218 ) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
May 02, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following is a reconciliation of the basic and diluted number of shares used in computing earnings per share: 13-Week Period Ended 39-Week Period Ended (in thousands, except per share data) May 2, April 27, May 2, April 27, Basic weighted average shares outstanding 53,718 50,846 53,485 50,748 Net effect of dilutive stock awards based upon the treasury stock method 1,499 118 — — Diluted weighted average shares outstanding 55,217 50,964 53,485 50,748 Basic earnings (loss) per share: Continuing operations $ 0.99 $ 0.64 $ (7.24 ) $ (6.93 ) Discontinued operations $ 0.65 $ 0.48 $ 1.14 $ 0.95 Basic earnings (loss) per share $ 1.64 $ 1.12 $ (6.10 ) $ (5.99 ) Diluted earnings (loss) per share: Continuing operations $ 0.96 $ 0.64 $ (7.24 ) $ (6.93 ) Discontinued operations (1) $ 0.63 $ 0.48 $ 1.12 $ 0.94 Diluted earnings (loss) per share $ 1.60 $ 1.12 $ (6.10 ) $ (5.99 ) Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share 1,771 5,176 1,868 2,723 (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 and 821 thousand and 275 thousand shares for fiscal 2020 and 2019 year-to-date , respectively. |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
May 02, 2020 | |
Segment Reporting [Abstract] | |
Schedule of business segment information | (in thousands) Wholesale Other Eliminations Unallocated (Income)/Expenses Consolidated 13-Week Period Ended May 2, 2020: Net sales (1) $ 6,670,044 $ 56,361 $ (58,724 ) $ — $ 6,667,681 Restructuring, acquisition and integration related expenses 4,030 6,419 — — 10,449 Operating income (loss) 119,809 (47,505 ) (599 ) — 71,705 Total other expense, net — — — 33,377 33,377 Income (loss) from continuing operations before income taxes 38,328 Depreciation and amortization 66,754 2,888 — — 69,642 Capital expenditures 33,216 402 — — 33,618 Total assets of continuing operations 6,686,382 614,356 (50,076 ) — 7,250,662 13-Week Period Ended April 27, 2019: Net sales (2) $ 5,944,521 $ 61,910 $ (43,811 ) $ — $ 5,962,620 Goodwill and asset impairment (adjustment) charges (38,250 ) — — — (38,250 ) Restructuring, acquisition and integration related expenses — 19,438 — — 19,438 Operating income (loss) 103,142 (31,278 ) (2,183 ) — 69,681 Total other expense, net — — — 44,934 44,934 Income (loss) from continuing operations before income taxes 24,747 Depreciation and amortization 63,375 8,412 — — 71,787 Capital expenditures 56,655 161 — — 56,816 Total assets of continuing operations 6,403,512 423,663 (40,618 ) — 6,786,557 (1) For the third quarter of fiscal 2020 , the Company recorded $273.2 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. (2) For the third quarter of fiscal 2019 , the Company recorded $227.1 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. (in thousands) Wholesale Other Eliminations Unallocated (Income)/Expenses Consolidated 39-Week Period Ended May 2, 2020: Net sales (1) $ 18,821,520 $ 158,377 $ (155,027 ) $ — $ 18,824,870 Goodwill and asset impairment (adjustment) charges 423,703 1,702 — — 425,405 Restructuring, acquisition and integration related expenses 23,392 30,993 — — 54,385 Operating income (loss) (277,675 ) (99,632 ) (86 ) — (377,393 ) Total other expense, net — — — 116,289 116,289 Income (loss) from continuing operations before income taxes — — — — (493,682 ) Depreciation and amortization 200,515 13,487 — — 214,002 Capital expenditures 116,565 1,680 — — 118,245 39-Week Period Ended April 27, 2019: Net sales (2) $ 14,932,905 $ 167,381 $ (120,304 ) $ — 14,979,982 Goodwill and asset impairment (adjustment) charges 332,621 — — — 332,621 Restructuring, acquisition and integration related expenses 4 134,563 — — 134,567 Operating income (loss) (189,299 ) (164,745 ) (3,248 ) — (357,292 ) Total other expense, net — — — 98,689 98,689 Income (loss) from continuing operations before income taxes — — — — (455,981 ) Depreciation and amortization 156,693 13,087 — — 169,780 Capital expenditures 136,065 888 — — 136,953 (1) For fiscal 2020 year-to-date , the Company recorded $756.9 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 $505.5 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. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
May 02, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Operating results of discontinued operations are summarized below: 13-Week Period Ended 39-Week Period Ended (In thousands) May 2, 2020 April 27, May 2, 2020 April 27, 2019 (1) Net sales $ 667,003 $ 640,121 $ 1,891,529 $ 1,413,756 Cost of sales 479,175 463,157 1,371,253 1,031,330 Gross profit 187,828 176,964 520,276 382,426 Operating expenses 128,232 144,547 394,080 310,751 Restructuring expenses and charges 8,091 644 40,304 11,026 Operating income 51,505 31,773 85,892 60,649 Other expense (income), net 2,242 (369 ) 1,192 (957 ) Income from discontinued operations before income taxes 49,263 32,142 84,700 61,606 Income tax provision 12,071 7,772 20,447 13,759 Income from discontinued operations, net of tax $ 37,192 $ 24,370 $ 64,253 $ 47,847 (1) These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to April 27, 2019 . The Company recorded $273.2 million and $227.1 million within Net sales from continuing operations attributable to discontinued operations inter-company product purchases in the third quarters of fiscal 2020 and 2019 , respectively, and $756.9 million and $505.5 million in fiscal 2020 and 2019 year-to-date , respectively, which the Company expects will continue subsequent to the sale of certain retail banners. These amounts were recorded at gross margin rates consistent with sales to other similar wholesale customers of the acquired Supervalu business. No sales were recorded within continuing operations for retail banners that the Company expects to dispose of without a supply agreement, which were eliminated upon consolidation within continuing operations and amounted to $99.3 million and $134.9 million in the third quarters of fiscal 2020 and 2019 , respectively, and $320.0 million and $308.0 million in fiscal 2020 and 2019 year-to-date , respectively. The carrying amounts (in thousands) of major classes of assets and liabilities that were classified as held-for-sale on the Condensed Consolidated Balance Sheets follows in the table below. (In thousands) May 2, 2020 August 3, 2019 Current assets Cash and cash equivalents $ 2,312 $ 2,917 Receivables, net 11,822 1,471 Inventories 110,449 129,142 Other current assets 4,272 10,199 Total current assets of discontinued operations 128,855 143,729 Long-term assets Property and equipment 269,272 301,395 Intangible assets 49,687 48,788 Other assets 2,297 1,882 Total long-term assets of discontinued operations 321,256 352,065 Total assets of discontinued operations $ 450,111 $ 495,794 Current liabilities Accounts payable $ 73,546 $ 61,634 Accrued compensation and benefits 42,679 45,887 Other current liabilities 19,278 14,744 Total current liabilities of discontinued operations 135,503 122,265 Long-term liabilities Other long-term liabilities 8,899 1,923 Total liabilities of discontinued operations 144,402 124,188 Net assets of discontinued operations $ 305,709 $ 371,606 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | May 02, 2020 | Aug. 03, 2019 |
Accounting Policies [Abstract] | ||
Net book overdrafts | $ 290.3 | $ 236.9 |
FIFO Inventory Amount | $ 43.4 | $ 24.1 |
RECENTLY ADOPTED AND ISSUED A_3
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS - Effect of Lease Adoption on Blaance Sheet Summary (Details) - USD ($) $ in Thousands | May 02, 2020 | Feb. 01, 2020 | Aug. 04, 2019 | Aug. 03, 2019 | Apr. 27, 2019 | Jan. 26, 2019 | Jul. 28, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Prepaid expenses and other current assets | $ 279,886 | $ 211,994 | $ 226,727 | |||||
Property and equipment, net | 1,534,270 | 1,496,718 | 1,639,259 | |||||
Operating lease assets | 984,039 | 1,059,473 | 0 | |||||
Intangible assets, net | 956,717 | 1,023,387 | 1,041,058 | |||||
Deferred income taxes | 67,690 | 32,139 | 31,087 | |||||
Total increase to assets | 7,700,773 | 7,180,965 | ||||||
Accrued expenses and other current liabilities | 271,633 | 242,166 | 249,426 | |||||
Current portion of operating lease liabilities | 138,698 | [1] | 137,741 | 0 | ||||
Current portion of long-term debt and finance lease liabilities | 33,440 | 105,167 | 112,103 | |||||
Long-term operating lease liabilities | 877,229 | [1] | 936,728 | 0 | ||||
Long-term finance lease liabilities | 145,672 | [2] | 70,643 | 108,208 | ||||
Other long-term liabilities | 289,706 | 259,080 | 393,595 | |||||
Total stockholder's equity | 1,167,960 | $ 1,099,094 | 1,508,321 | 1,510,934 | $ 1,530,212 | $ 1,483,368 | $ 1,845,955 | |
Total increase to liabilities and stockholder's equity | $ 7,700,773 | $ 7,180,965 | ||||||
Accounting Standards Update 2016-02 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Prepaid expenses and other current assets | (14,733) | |||||||
Property and equipment, net | (142,541) | |||||||
Operating lease assets | 1,059,473 | |||||||
Intangible assets, net | (17,671) | |||||||
Deferred income taxes | 1,052 | |||||||
Total increase to assets | 885,580 | |||||||
Accrued expenses and other current liabilities | (7,260) | |||||||
Current portion of operating lease liabilities | 137,741 | |||||||
Current portion of long-term debt and finance lease liabilities | (6,936) | |||||||
Long-term operating lease liabilities | 936,728 | |||||||
Long-term finance lease liabilities | (37,565) | |||||||
Other long-term liabilities | (134,515) | |||||||
Total stockholder's equity | (2,613) | |||||||
Total increase to liabilities and stockholder's equity | $ 885,580 | |||||||
[1] | Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $38.5 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 $0.5 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes payments related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease. |
RECENTLY ADOPTED AND ISSUED A_4
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS - Details (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 04, 2019 | Aug. 03, 2019 | |
Lessor, Lease, Description [Line Items] | ||||
Operating Lease, Liability | [1] | $ 1,015,927 | ||
Operating lease assets | $ 984,039 | $ 1,059,473 | $ 0 | |
Accounting Standards Update 2016-02 | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating Lease, Liability | 1,100,000 | |||
Operating lease assets | $ 1,059,473 | |||
[1] | Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $38.5 million of legally binding minimum lease payments for leases signed but not yet commenced. |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | $ 6,667,681 | $ 5,962,620 | $ 18,824,870 | $ 14,979,982 | ||||
Wholesale | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 6,670,044 | [1] | 5,944,521 | [2] | 18,821,520 | [3] | 14,932,905 | [4] |
Other | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 56,361 | 61,910 | 158,377 | 167,381 | ||||
Supermarkets | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 4,267,000 | 3,701,000 | [5] | 11,915,000 | 8,559,000 | [5] | ||
Supermarkets | Eliminations | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Supermarkets | Wholesale | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 4,267,000 | 3,701,000 | [5] | 11,915,000 | 8,559,000 | [5] | ||
Net sales adjustment | 26,000 | 77,000 | ||||||
Supermarkets | Other | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Supernatural | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 1,279,000 | 1,102,000 | 3,600,000 | 3,229,000 | ||||
Supernatural | Eliminations | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Supernatural | Wholesale | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 1,279,000 | 1,102,000 | 3,600,000 | 3,229,000 | [5] | |||
Supernatural | Other | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Independents | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 684,000 | 707,000 | [5] | 1,983,000 | [5] | 2,041,000 | [5] | |
Independents | Eliminations | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Independents | Wholesale | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 684,000 | 707,000 | [5] | 1,983,000 | [5] | 2,041,000 | ||
Net sales adjustment | (122,000) | (290,000) | ||||||
Independents | Other | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Other | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 438,000 | 453,000 | [5] | 1,327,000 | [5] | 1,151,000 | [5] | |
Other | Eliminations | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | (59,000) | (44,000) | (155,000) | (120,000) | ||||
Other | Wholesale | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 441,000 | 435,000 | [5] | 1,324,000 | [5] | 1,104,000 | [5] | |
Net sales adjustment | 96,000 | 213,000 | ||||||
Other | Other | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 56,000 | 62,000 | [5] | 158,000 | 167,000 | [5] | ||
Total | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 6,668,000 | 5,963,000 | 18,825,000 | 14,980,000 | ||||
Total | Eliminations | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | (59,000) | (44,000) | (155,000) | (120,000) | ||||
Total | Wholesale | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | 6,671,000 | 5,945,000 | 18,822,000 | 14,933,000 | ||||
Total | Other | Operating Segments | ||||||||
Revenue from External Customer [Line Items] | ||||||||
Net sales | $ 56,000 | $ 62,000 | $ 158,000 | $ 167,000 | ||||
[1] | For the third quarter of fiscal 2020 , the Company recorded $273.2 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. | |||||||
[2] | For the third quarter of fiscal 2019 , the Company recorded $227.1 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. | |||||||
[3] | For fiscal 2020 year-to-date , the Company recorded $756.9 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. | |||||||
[4] | For fiscal 2019 year-to-date , the Company recorded $505.5 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. | |||||||
[5] | 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 legacy Supervalu and 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 third quarter of fiscal 2019 and for fiscal 2019 year-to-date increased approximately $26 million and $77 million , respectively, compared to the previously reported amounts, while net sales to the Other channel for the third quarter of fiscal 2019 and for fiscal 2019 year-to-date increased $96 million and $213 million , respectively, compared to previously reported amounts. Net sales to the Company’s Independents channel for the third quarter of fiscal 2019 and fiscal 2019 year-to-date decreased $122 million and $290 million , respectively, compared to the previously reported amounts. |
REVENUE RECOGNITION - Accounts
REVENUE RECOGNITION - Accounts Receivable (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 03, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Customer accounts receivable | $ 1,264,869 | $ 1,063,167 |
Allowance for uncollectible receivables | (52,144) | (20,725) |
Other receivables, net | 19,887 | 23,257 |
Accounts receivable, net | 1,232,612 | 1,065,699 |
Customer notes receivable, net, included within Prepaid expenses and other current assets | 12,122 | 11,912 |
Long-term notes receivable, net, included within Other assets | $ 25,472 | $ 34,408 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - Wholesale - Discontinued Operations - Operating Segments - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Discontinued operations inter-company product purchases | $ 273.2 | $ 227.1 | $ 756.9 | $ 505.5 |
Revenues | $ 99.3 | $ 134.9 | $ 320 | $ 308 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2018 | May 02, 2020 | Aug. 03, 2019 |
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Goodwill | $ 19,148 | $ 442,256 | |
Supervalu | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Share Price | $ 32.50 | ||
Business Combination, Consideration Transferred | $ 2,300,000 | 2,292,435 | |
Payments for business acquisitions | 1,300,000 | ||
Outstanding debt, excluding acquired senior notes | $ 1,000,000 | $ 1,046,170 | |
Supervalu | |||
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Discontinued Operations | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | ||
Senior Notes | Supervalu | |||
Business Acquisition [Line Items] | |||
Outstanding debt, excluding acquired senior notes | $ 546,600 |
ACQUISITIONS - Schedule of Asse
ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 22, 2018 | May 02, 2020 | |
Supervalu | |||
Business Acquisition [Line Items] | |||
Outstanding debt, excluding acquired senior notes | $ 1,000,000 | $ 1,046,170 | |
Total consideration | 2,323,031 | ||
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 | ||
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 | $ 2,300,000 | 2,292,435 | |
Wholesale | Operating Segments | |||
Business Acquisition [Line Items] | |||
Goodwill | 376,181 | ||
Outstanding shares | Supervalu | |||
Business Acquisition [Line Items] | |||
Equity interests issued and issuable | 1,258,450 | ||
Equity-based awards | Supervalu | |||
Business Acquisition [Line Items] | |||
Equity interests issued and issuable | $ 18,411 | ||
[1] | Includes cash and cash equivalents acquired attributable to continuing operations and discontinued operations. |
ACQUISITIONS - Schedule of Fini
ACQUISITIONS - Schedule of Finite-Lived Intangible Assets Acquired (Details) - Supervalu $ in Thousands | Nov. 02, 2019USD ($) |
Non-compete agreement | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum | Customer relationship assets | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Minimum | Favorable operating leases | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Minimum | Leases in place | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Minimum | Tradenames | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum | Pharmacy prescription files | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Minimum | Unfavorable operating leases | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Maximum | Customer relationship assets | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 17 years |
Maximum | Favorable operating leases | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 19 years |
Maximum | Leases in place | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Maximum | Tradenames | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 9 years |
Maximum | Pharmacy prescription files | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Maximum | Unfavorable operating leases | |
Business Acquisition [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Continuing Operations | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | $ 896,349 |
Continuing Operations | Customer relationship assets | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 810,000 |
Continuing Operations | Favorable operating leases | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 21,629 |
Continuing Operations | Leases in place | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 10,474 |
Continuing Operations | Tradenames | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 66,000 |
Continuing Operations | Pharmacy prescription files | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 0 |
Continuing Operations | Non-compete agreement | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 10,000 |
Continuing Operations | Unfavorable operating leases | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 21,754 |
Discontinued Operations | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 62,900 |
Discontinued Operations | Customer relationship assets | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 0 |
Discontinued Operations | Favorable operating leases | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 0 |
Discontinued Operations | Leases in place | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 0 |
Discontinued Operations | Tradenames | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 17,000 |
Discontinued Operations | Pharmacy prescription files | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 45,900 |
Discontinued Operations | Non-compete agreement | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | 0 |
Discontinued Operations | Unfavorable operating leases | |
Business Acquisition [Line Items] | |
Finite Lived Intangible Assets | $ 0 |
ACQUISITIONS - Schedule of Pro
ACQUISITIONS - Schedule of Pro Forma Information (Details) - Supervalu - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 28, 2018 | [1] | Apr. 27, 2019 | [2] | Apr. 28, 2018 | [3] | |
Business Acquisition [Line Items] | ||||||
Net sales | $ 6,067,869 | $ 18,096,796 | $ 18,125,148 | |||
Net income (loss) from continuing operations | $ 73,853 | $ (378,422) | $ 42,855 | |||
Basic net income (loss) from continuing operations per share | $ 1.46 | $ (7.46) | $ 0.85 | |||
Diluted net income (loss) from continuing operations per share | $ 1.46 | $ (7.46) | $ 0.84 | |||
[1] | Includes 13 weeks of pro forma Supervalu results for the period ended April 28, 2018. | |||||
[2] | Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018. | |||||
[3] | Includes 39 weeks of pro forma Supervalu results for the period ended April 28, 2018 and 19 weeks of pro forma Associated Grocers of Florida, Inc. results, which was acquired by Supervalu on December 8, 2017. |
RESTRUCTURING, ACQUISITION, A_3
RESTRUCTURING, ACQUISITION, AND INTEGRATION RELATED EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 10,449 | $ 19,438 | $ 54,385 | $ 134,567 |
Acquisition and integration costs | 552 | 6,084 | 25,257 | 47,500 |
Supervalu | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 1,492 | 12,257 | 3,993 | 66,423 |
Closed property charges and costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 8,405 | $ 1,097 | $ 25,135 | $ 20,644 |
RESTRUCTURING, ACQUISITION, A_4
RESTRUCTURING, ACQUISITION, AND INTEGRATION RELATED EXPENSES - Restructuring Reserves (Details) $ in Thousands | 9 Months Ended |
May 02, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balances at August 3, 2019 | $ 12,941 |
Restructuring program charges | 3,993 |
Cash payments | (14,516) |
Balances at May 2, 2020 | 2,418 |
Cumulative program charges incurred from inception to date | 87,490 |
Supervalu | |
Restructuring Cost and Reserve [Line Items] | |
Balances at August 3, 2019 | 11,857 |
Restructuring program charges | 3,993 |
Cash payments | (13,432) |
Balances at May 2, 2020 | 2,418 |
Cumulative program charges incurred from inception to date | 78,407 |
2018 Earth Origins Market | |
Restructuring Cost and Reserve [Line Items] | |
Balances at August 3, 2019 | 383 |
Restructuring program charges | 0 |
Cash payments | (383) |
Balances at May 2, 2020 | 0 |
Cumulative program charges incurred from inception to date | 2,219 |
2017 Cost Saving and Efficiency Initiatives | |
Restructuring Cost and Reserve [Line Items] | |
Balances at August 3, 2019 | 701 |
Restructuring program charges | 0 |
Cash payments | (701) |
Balances at May 2, 2020 | 0 |
Cumulative program charges incurred from inception to date | $ 6,864 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 02, 2020 | Nov. 02, 2019 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | Aug. 03, 2019 | Oct. 22, 2018 | |
Goodwill [Line Items] | |||||||
Goodwill | $ 19,148 | $ 19,148 | $ 442,256 | ||||
Goodwill and asset impairment charges | 424,005 | ||||||
Projected future cash flows weighted average cost of capital | 8.50% | ||||||
Amortization expense | $ 21,900 | $ 19,500 | $ 65,500 | $ 44,100 | |||
Wholesale | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 80,900 | ||||||
Goodwill and asset impairment charges | $ 421,500 | ||||||
SUPERVALU | |||||||
Goodwill [Line Items] | |||||||
Goodwill and asset impairment charges | $ 2,500 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 02, 2019 | May 02, 2020 | Aug. 03, 2019 | ||
Goodwill [Roll Forward] | ||||
Goodwill as of August 3, 2019 | $ 442,256 | $ 442,256 | ||
Goodwill adjustment for prior fiscal year business combinations | 1,424 | |||
Impairment charges | (424,005) | |||
Change in foreign exchange rates | (527) | |||
Goodwill as of May 2, 2020 | 19,148 | |||
Wholesale | ||||
Goodwill [Roll Forward] | ||||
Impairment charges | (421,500) | |||
Operating Segments | Wholesale | ||||
Goodwill [Roll Forward] | ||||
Goodwill as of August 3, 2019 | 432,103 | 432,103 | ||
Goodwill adjustment for prior fiscal year business combinations | 1,424 | |||
Impairment charges | (423,712) | |||
Change in foreign exchange rates | (527) | |||
Goodwill as of May 2, 2020 | [1] | 9,288 | ||
Accumulated goodwill impairment charges | 716,500 | $ 292,800 | ||
Operating Segments | Other | ||||
Goodwill [Roll Forward] | ||||
Goodwill as of August 3, 2019 | $ 10,153 | 10,153 | ||
Goodwill adjustment for prior fiscal year business combinations | 0 | |||
Impairment charges | (293) | |||
Change in foreign exchange rates | 0 | |||
Goodwill as of May 2, 2020 | [2] | 9,860 | ||
Accumulated goodwill impairment charges | $ 9,600 | $ 9,300 | ||
[1] | Amounts are net of accumulated goodwill impairment charges of $292.8 million and $716.5 million as of August 3, 2019 and May 2, 2020 , respectively. | |||
[2] | Amounts are net of accumulated goodwill impairment charges of $9.3 million and $9.6 million as of August 3, 2019 and May 2, 2020 . |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 03, 2019 |
Schedule of Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,096,858 | $ 1,119,792 |
Intangible assets, accumulated amortization (in dollars) | 195,954 | 134,547 |
Finite-Lived Intangible Assets, Net | 900,904 | 985,245 |
Indefinite-lived Intangible Assets, Gross Carrying Amount | 1,152,671 | 1,175,605 |
Indefinite-lived Intangible Assets, Accumulated Amortization | 195,954 | 134,547 |
Indefinite-lived Intangible Assets, Net Carrying Value | 956,717 | 1,041,058 |
Trademarks and tradenames | ||
Schedule of Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets, Gross | 55,813 | 55,813 |
Indefinite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Indefinite-Lived Intangible Assets, Net | 55,813 | 55,813 |
Customer relationships | ||
Schedule of Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,005,776 | 1,007,089 |
Intangible assets, accumulated amortization (in dollars) | 156,471 | 111,940 |
Finite-Lived Intangible Assets, Net | 849,305 | 895,149 |
Non-compete agreement | ||
Schedule of Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 12,900 | 12,900 |
Intangible assets, accumulated amortization (in dollars) | 10,191 | 6,237 |
Finite-Lived Intangible Assets, Net | 2,709 | 6,663 |
Operating lease intangibles | ||
Schedule of Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 10,482 | 32,103 |
Intangible assets, accumulated amortization (in dollars) | 1,771 | 2,209 |
Finite-Lived Intangible Assets, Net | 8,711 | 29,894 |
Trademarks and tradenames | ||
Schedule of Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 67,700 | 67,700 |
Intangible assets, accumulated amortization (in dollars) | 27,521 | 14,161 |
Finite-Lived Intangible Assets, Net | $ 40,179 | $ 53,539 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 03, 2019 |
Goodwill and Intangible Assets [Abstract] | ||
Remaining fiscal 2020 | $ 21,391 | |
2021 | 71,431 | |
2022 | 65,895 | |
2023 | 65,844 | |
2024 | 66,251 | |
2025 and thereafter | 610,092 | |
Finite-Lived Intangible Assets, Net | $ 900,904 | $ 985,245 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | May 02, 2020 | Aug. 03, 2019 |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 1 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Mutual funds | $ 7 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 1 | Foreign exchange derivatives | Not Designated as Hedging Instrument [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | $ 0 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 1 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 0 | |
Swap liabilities | 0 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 2 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Mutual funds | 0 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 2 | Foreign exchange derivatives | Not Designated as Hedging Instrument [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 756 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 2 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 389 | |
Swap liabilities | 16,360 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Mutual funds | 0 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 3 | Foreign exchange derivatives | Not Designated as Hedging Instrument [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 0 | |
Prepaid expenses and other current assets | Fair Value, Inputs, Level 3 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 0 | |
Swap liabilities | 0 | |
Other assets | Fair Value, Inputs, Level 1 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Mutual funds | 1,715 | 1,799 |
Other assets | Fair Value, Inputs, Level 1 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 0 | |
Other assets | Fair Value, Inputs, Level 2 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Mutual funds | 0 | 0 |
Other assets | Fair Value, Inputs, Level 2 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 145 | |
Other assets | Fair Value, Inputs, Level 3 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Mutual funds | 0 | 0 |
Other assets | Fair Value, Inputs, Level 3 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap assets | 0 | |
Accrued expenses and other current liabilities | Fair Value, Inputs, Level 1 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 0 | |
Accrued expenses and other current liabilities | Fair Value, Inputs, Level 1 | Fuel derivatives | Not Designated as Hedging Instrument [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 0 | |
Accrued expenses and other current liabilities | Fair Value, Inputs, Level 2 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 45,684 | |
Accrued expenses and other current liabilities | Fair Value, Inputs, Level 2 | Fuel derivatives | Not Designated as Hedging Instrument [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 2,424 | |
Accrued expenses and other current liabilities | Fair Value, Inputs, Level 3 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 0 | |
Accrued expenses and other current liabilities | Fair Value, Inputs, Level 3 | Fuel derivatives | Not Designated as Hedging Instrument [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 0 | |
Other long-term liabilities | Fair Value, Inputs, Level 1 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 0 | 0 |
Other long-term liabilities | Fair Value, Inputs, Level 2 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | 94,745 | 60,737 |
Other long-term liabilities | Fair Value, Inputs, Level 3 | Interest rate swaps | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Swap liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Estimates (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 03, 2019 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable, including current portion | $ 37,594 | $ 46,320 |
Long-term debt, including current portion | 2,560,876 | 2,906,483 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable, including current portion | 39,701 | 45,232 |
Long-term debt, including current portion | $ 2,473,690 | $ 2,730,271 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | May 02, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Effect of One Percent Increase on Fair Value of Interest Rate Fair Value Hedging Instruments | $ 65,500 |
Effect of One Percent Decrease on Fair Value of Interest Rate Fair Value Hedging Instruments | $ 63,500 |
DERIVATIVES - Outstanding Swap
DERIVATIVES - Outstanding Swap Contracts (Details) - USD ($) $ in Millions | Oct. 29, 2021 | Jun. 30, 2021 | Apr. 29, 2021 | Oct. 30, 2020 | May 02, 2020 | Jun. 28, 2019 | Jun. 10, 2019 | Apr. 02, 2019 | Mar. 21, 2019 | Jan. 24, 2019 | Jan. 23, 2019 | Jan. 11, 2019 | Nov. 30, 2018 | Nov. 16, 2018 | Oct. 26, 2018 | Jun. 24, 2016 | Jun. 09, 2016 | Aug. 03, 2015 | Mar. 31, 2015 | Jan. 23, 2015 | |
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | $ 2,092.5 | ||||||||||||||||||||
Interest Rate Swap 1 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.449% | |||||||||||||||||||
Interest Rate Swap 2 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.824% | |||||||||||||||||||
Interest Rate Swap 3 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 25 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 1.065% | |||||||||||||||||||
Interest Rate Swap 4 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 25 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 0.926% | |||||||||||||||||||
Interest Rate Swap 5 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.55% | |||||||||||||||||||
Interest Rate Swap 6 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.252% | |||||||||||||||||||
Interest Rate Swap 7 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.229% | |||||||||||||||||||
Interest Rate Swap 8 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.8084% | |||||||||||||||||||
Interest Rate Swap 9 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.3645% | |||||||||||||||||||
Interest Rate Swap 10 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.217% | |||||||||||||||||||
Interest Rate Swap 11 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.184% | |||||||||||||||||||
Interest Rate Swap 12 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | [2] | 55.5 | |||||||||||||||||||
Derivative, forward interest rate | [1],[2] | 1.795% | |||||||||||||||||||
Interest Rate Swap 13 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | [3] | 37 | |||||||||||||||||||
Derivative, forward interest rate | [1],[3] | 1.795% | |||||||||||||||||||
Interest Rate Swap 14 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.8915% | |||||||||||||||||||
Interest Rate Swap 15 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.4678% | |||||||||||||||||||
Interest Rate Swap 16 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.5255% | |||||||||||||||||||
Interest Rate Swap 17 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | [4] | 0 | |||||||||||||||||||
Interest Rate Swap 18 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 150 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.895% | |||||||||||||||||||
Interest Rate Swap 19 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.5292% | |||||||||||||||||||
Interest Rate Swap 20 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | [5] | 0 | |||||||||||||||||||
Interest Rate Swap 21 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | [6] | 0 | |||||||||||||||||||
Interest Rate Swap 22 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.8315% | |||||||||||||||||||
Interest Rate Swap 23 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | [7] | 0 | |||||||||||||||||||
Interest Rate Swap 24 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.921% | |||||||||||||||||||
Interest Rate Swap 25 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.477% | |||||||||||||||||||
Interest Rate Swap 26 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.542% | |||||||||||||||||||
Interest Rate Swap 27 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.848% | |||||||||||||||||||
Interest Rate Swap 28 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 100 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.501% | |||||||||||||||||||
Interest Rate Swap 29 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.521% | |||||||||||||||||||
Interest Rate Swap 30 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.955% | |||||||||||||||||||
Interest Rate Swap 31 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.959% | |||||||||||||||||||
Interest Rate Swap 32 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.958% | |||||||||||||||||||
Interest Rate Swap 33 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | $ 50 | ||||||||||||||||||||
Derivative, forward interest rate | [1] | 2.5558% | |||||||||||||||||||
Interest Rate Swap | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | $ 84 | $ 140 | |||||||||||||||||||
Quarterly notional principal reduction | $ 1 | $ 1.5 | |||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, Notional Amount | $ 100 | $ 150 | $ 100 | $ 100 | |||||||||||||||||
Forecast [Member] | Interest Rate Swap 17 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, forward interest rate | [1],[4] | 0.454% | |||||||||||||||||||
Forecast [Member] | Interest Rate Swap 20 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, forward interest rate | [1],[5] | 0.568% | |||||||||||||||||||
Forecast [Member] | Interest Rate Swap 21 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, forward interest rate | [1],[6] | 0.607% | |||||||||||||||||||
Forecast [Member] | Interest Rate Swap 23 | |||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||
Derivative, forward interest rate | [1],[7] | 0.681% | |||||||||||||||||||
[1] | For these swap contracts that are indexed to LIBOR, the Company is monitoring and evaluating risks related to the expected future cessation of LIBOR. | ||||||||||||||||||||
[2] | On March 31, 2015, the Company amended the original contract to reduce the beginning notional principal amount from $140.0 million to $84.0 million . The swap contract has an amortizing notional principal amount which is reduced by $1.5 million on a quarterly basis. | ||||||||||||||||||||
[3] | The swap contract has an amortizing notional principal amount which is reduced by $1.0 million on a quarterly basis. | ||||||||||||||||||||
[4] | This forward starting swap contract has a notional principal amount of $100.0 million . | ||||||||||||||||||||
[5] | This forward starting swap contract has a notional principal amount of $100.0 million . | ||||||||||||||||||||
[6] | This forward starting swap contract has a notional principal amount of $150.0 million . | ||||||||||||||||||||
[7] | This forward starting swap contract has a notional principal amount of $100.0 million . |
DERIVATIVES - Interest Rate Swa
DERIVATIVES - Interest Rate Swap Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |
Derivative [Line Items] | ||||
Total amounts of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded | $ 47,108 | $ 54,917 | $ 145,247 | $ 121,149 |
(Loss) or gain reclassified from comprehensive income into income | (6,191) | 15 | (12,812) | 458 |
Gain or (loss) recognized as interest expense | $ 0 | $ 51 | $ 0 | $ (15) |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 02, 2020 | Aug. 03, 2019 | |
Debt Instrument [Line Items] | ||
Debt issuance costs, net | $ (48,030) | $ (54,891) |
Original issue discount on debt | (36,952) | (41,175) |
Long-term debt, including current portion | 2,560,876 | 2,906,483 |
Less: current portion of long-term debt | (19,219) | (87,433) |
Long-term debt | $ 2,541,657 | 2,819,050 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Average Interest Rate at May 2. 2020 | 4.65% | |
Long-term Debt, Gross | $ 1,777,500 | 1,864,900 |
ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Average Interest Rate at May 2. 2020 | 1.96% | |
Long-term Debt, Gross | $ 816,000 | 1,080,000 |
Other secured loans | ||
Debt Instrument [Line Items] | ||
Average Interest Rate at May 2. 2020 | 5.20% | |
Long-term Debt, Gross | $ 52,358 | $ 57,649 |
LONG-TERM DEBT - Schedule of Li
LONG-TERM DEBT - Schedule of Line of Credit Facilities (Details) - Line of Credit $ in Thousands | 9 Months Ended | |
May 02, 2020USD ($) | ||
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Outstanding letters of credit | $ 95,057 | |
Letter of credit fees | 1.375% | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Unused credit | $ 1,153,861 | |
Unused facility fees | 0.25% | |
Certain inventory assets included in Inventories and Current assets of discontinued operations | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Collateral Amount | $ 2,099,976 | [1] |
Certain receivables included in Accounts receivables, net and Current assets of discontinued operations | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Collateral Amount | $ 1,197,501 | [1] |
[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 May 2, 2020 . |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | Oct. 21, 2019 | Oct. 22, 2018 | May 02, 2020 | Nov. 02, 2019 | May 02, 2020 | Aug. 03, 2019 | Oct. 19, 2018 | Aug. 29, 2018 |
Debt Instrument [Line Items] | ||||||||
Notes Payable | $ 2,541,657,000 | $ 2,541,657,000 | $ 2,819,050,000 | |||||
Debt issuance costs, net | 48,030,000 | 48,030,000 | 54,891,000 | |||||
Pledged Assets Separately Reported, Real Estate Pledged as Collateral, at Fair Value | 649,900,000 | 649,900,000 | ||||||
Original issue discount on debt | 36,952,000 | $ 36,952,000 | $ 41,175,000 | |||||
London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Minimum Variable Rate | 0.00% | |||||||
ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.96% | |||||||
Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.65% | |||||||
Secured Debt | Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,950,000,000 | |||||||
Debt issuance costs, net | 37,400,000 | $ 37,400,000 | ||||||
Line of Credit, Additional Borrowing Capacity | 656,300,000 | |||||||
Debt Instrument, Guarantees Exception, Carrying Value of Owned Real Property | 10,000,000 | |||||||
Debt Instrument, Covenant Compliance, Percentage Of Proceeds From Certain Types Of Asset Sales To Be Used To Prepay Loans Outstanding | 100.00% | |||||||
Debt Instrument, Covenant Compliance, Threshold, Loans Outstanding Required To Be Paid Following Specified Term Following Fiscal Year End | 10,000,000 | $ 10,000,000 | ||||||
Original issue discount on debt | 36,600,000 | $ 36,600,000 | ||||||
Secured Debt | Term Loan Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Covenant Compliance, Percentage Of Loans Outstanding Required To Be Paid Following Specified Term Following Fiscal Year End | 0.00% | |||||||
Secured Debt | Term Loan Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Covenant Compliance, Percentage Of Loans Outstanding Required To Be Paid Following Specified Term Following Fiscal Year End | 75.00% | |||||||
Secured Debt | 2018 Term Loan Facility, Term B Tranche | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 1,800,000,000 | 1,777,500,000 | $ 1,777,500,000 | |||||
Debt Instrument, Term | 7 years | |||||||
Debt, Current | 18,000,000 | 18,000,000 | ||||||
Secured Debt | 2018 Term Loan Facility, Term B Tranche | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||
Secured Debt | 2018 Term Loan Facility, Term B Tranche | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | |||||||
Secured Debt | 2018 Term Loan Facility, 364-day Tranche | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 150,000,000 | |||||||
Debt Instrument, Term | 364 days | |||||||
Outstanding Borrowings | $ 52,800,000 | |||||||
Repayments of Debt | $ 15,300,000 | |||||||
Voluntary Repayments of Debt | 5,800,000 | |||||||
Unamortized Debt Issuance Expense | $ 100,000 | |||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining availability under ABL Credit Facility | 1,153,861,000 | $ 1,153,861,000 | ||||||
Unused facility fees | 0.25% | |||||||
Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,100,000,000 | |||||||
Line Of Credit Facility, Maximum Borrowing Capacity, Including Optional Increase | 2,700,000,000 | |||||||
Line Of Credit Facility, Maximum Borrowing Capacity, Optional Increase | 600,000,000 | |||||||
Notes Payable | 816,000,000 | $ 816,000,000 | ||||||
Debt issuance costs, net | 10,600,000 | 10,600,000 | ||||||
Letters of Credit Outstanding, Amount | 95,100,000 | 95,100,000 | ||||||
Remaining availability under ABL Credit Facility | 1,153,900,000 | 1,153,900,000 | ||||||
Revolving Credit Facility | Line of Credit | Former ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 900,000,000 | |||||||
Revolving Credit Facility | UNITED STATES | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,050,000,000 | 2,050,000,000 | 2,050,000,000 | |||||
Line Of Credit Facility, Borrowing Capacity, Reserves | 239,000,000 | 239,000,000 | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 2,027,200,000 | 2,027,200,000 | ||||||
Revolving Credit Facility | UNITED STATES | Line of Credit | ABL Credit Facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||||
Revolving Credit Facility | UNITED STATES | Line of Credit | ABL Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Revolving Credit Facility | CANADA | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | 50,000,000 | 50,000,000 | |||||
Line Of Credit Facility, Borrowing Capacity, Reserves | 4,000,000 | 4,000,000 | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 37,800,000 | $ 37,800,000 | ||||||
Remaining availability under ABL Credit Facility | $ 2,065,000,000 | |||||||
Revolving Credit Facility | CANADA | Line of Credit | ABL Credit Facility | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||||
Revolving Credit Facility | CANADA | Line of Credit | ABL Credit Facility | Bankers Acceptance Equivalent Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Letter of Credit | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line Of Credit Facility, Fronting Fee Percentage | 0.125% | |||||||
Debt Instrument, Covenant, Fixed Charge Coverage Ratio, Minimum | 1 | |||||||
Line of Credit Facility, Maximum Aggregate Availability of the Aggregate Borrowing Base | $ 235,000,000 | $ 235,000,000 | ||||||
Line of Credit Facility, Maximum Percentage of Aggregate Availability of the Aggregate Borrowing Base | 10.00% | |||||||
Letter of Credit | UNITED STATES | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | |||||||
Letter of Credit | CANADA | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000,000 | |||||||
Bridge Loan | UNITED STATES | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | |||||||
Bridge Loan | CANADA | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500,000 | |||||||
SUPERVALU | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | 1,300,000,000 | |||||||
SUPERVALU | Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 1,475,000,000 | |||||||
Accounts Receivable | Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line Of Credit Facility, Borrowing Base, Eligibility Percent | 90.00% | |||||||
Credit Card Receivable | Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line Of Credit Facility, Borrowing Base, Eligibility Percent | 90.00% | |||||||
Inventories | Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line Of Credit Facility, Borrowing Base, Eligibility Percent | 90.00% | |||||||
Pharmacy Receivable | Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line Of Credit Facility, Borrowing Base, Eligibility Percent | 90.00% | |||||||
Outstanding Borrowings Less Than 25 Percent Of Aggregate Commitments | Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused facility fees | 0.375% | |||||||
Outstanding Borrowings Equal Or Greater Than 25 Percent Of Aggregate Commitments | Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused facility fees | 0.25% |
COMPREHENSIVE (LOSS) INCOME A_3
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS - Changes by component (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning Balance | $ 1,099,094 | $ 1,483,368 | $ 1,510,934 | $ 1,845,955 | |
Amortization of amounts included in net periodic benefit income | [1] | 574 | 0 | (7,368) | 0 |
Net current period Other comprehensive income (loss) | (43,225) | (17,522) | (42,692) | (29,206) | |
Ending Balance | 1,167,960 | 1,530,212 | 1,167,960 | 1,530,212 | |
Benefit Plans | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning Balance | (32,458) | ||||
Other comprehensive gain (loss) before reclassifications | 1,480 | ||||
Amortization of amounts included in net periodic benefit income | (1,722) | ||||
Amortization of cash flow hedge | 0 | ||||
Pension settlement charge | 7,610 | ||||
Net current period Other comprehensive income (loss) | 7,368 | ||||
Ending Balance | (25,090) | (25,090) | |||
Foreign Currency | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning Balance | (20,082) | (19,053) | |||
Other comprehensive gain (loss) before reclassifications | (3,561) | (2,308) | |||
Amortization of amounts included in net periodic benefit income | 0 | ||||
Amortization of cash flow hedge | 0 | 0 | |||
Pension settlement charge | 0 | ||||
Net current period Other comprehensive income (loss) | (3,561) | (2,308) | |||
Ending Balance | (23,643) | (21,361) | (23,643) | (21,361) | |
Swap Agreements | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning Balance | (56,413) | 4,874 | |||
Other comprehensive gain (loss) before reclassifications | (55,874) | (26,545) | |||
Amortization of amounts included in net periodic benefit income | 0 | ||||
Pension settlement charge | 0 | ||||
Net current period Other comprehensive income (loss) | (46,499) | (26,898) | |||
Ending Balance | (102,912) | (22,024) | (102,912) | (22,024) | |
AOCI Including Portion Attributable to Noncontrolling Interest | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Beginning Balance | (108,420) | (25,863) | (108,953) | (14,179) | |
Other comprehensive gain (loss) before reclassifications | (57,955) | (28,853) | |||
Amortization of amounts included in net periodic benefit income | (1,722) | ||||
Amortization of cash flow hedge | 9,375 | (353) | |||
Pension settlement charge | 7,610 | ||||
Net current period Other comprehensive income (loss) | (43,225) | (17,522) | (42,692) | (29,206) | |
Ending Balance | $ (151,645) | $ (43,385) | $ (151,645) | $ (43,385) | |
[1] | Amounts are net of tax (benefit) expense of $(0.2) million , $0.0 million , $2.4 million and $0.0 million , respectively. |
COMPREHENSIVE (LOSS) INCOME A_4
COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS - Reclassification out of Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | $ 45,800 | $ 45,800 | ||||
Amortization of cash flow hedge expense (income) | (6,191) | $ 15 | (12,812) | $ 458 | ||
Income tax (expense) benefit | (14,849) | (8,027) | (106,330) | (104,091) | ||
Benefit Plans | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Total reclassifications, net of tax | 0 | |||||
Benefit Plans | Reclassification out of Accumulated Other Comprehensive Income | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Amortization of amounts included in net periodic benefit income | (777) | 0 | [1] | (2,328) | 0 | [1] |
Pension settlement charge | 0 | 0 | 10,303 | 0 | ||
Total reclassifications | (777) | 0 | 7,975 | 0 | ||
Income tax (expense) benefit | (203) | 0 | 2,087 | 0 | ||
Total reclassifications, net of tax | (574) | 0 | 5,888 | 0 | ||
Swap Agreements | Reclassification out of Accumulated Other Comprehensive Income | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Amortization of cash flow hedge expense (income) | 6,191 | (15) | 12,812 | (458) | ||
Income tax (expense) benefit | 1,661 | 5 | 3,437 | (105) | ||
Total reclassifications, net of tax | $ 4,530 | $ (20) | $ 9,375 | $ (353) | ||
[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 |
LEASES - Lease assets and liabi
LEASES - Lease assets and liabilities (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 04, 2019 | Aug. 03, 2019 | |
Leases [Abstract] | ||||
Operating lease assets | $ 984,039 | $ 1,059,473 | $ 0 | |
Finance lease assets | 134,357 | |||
Total lease assets | 1,118,396 | |||
Current portion of operating lease liabilities | 138,698 | [1] | 137,741 | 0 |
Current portion of long-term debt and finance lease liabilities | 14,221 | [2] | 24,670 | |
Long-term operating lease liabilities | 877,229 | [1] | 936,728 | 0 |
Long-term finance lease liabilities | 145,672 | [2] | $ 70,643 | $ 108,208 |
Total lease liabilities | $ 1,175,820 | |||
[1] | Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $38.5 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 $0.5 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes payments related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease. |
LEASES - Lease cost (Details)
LEASES - Lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
May 02, 2020 | May 02, 2020 | ||
Lessee, Lease, Description [Line Items] | |||
Net operating lease cost | [1] | $ 92,514 | $ 282,869 |
Finance lease cost | 6,770 | 19,183 | |
Net lease cost | 99,284 | 302,052 | |
Rent expense | 9,100 | 33,500 | |
Operating expenses | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | [2] | 62,928 | 196,332 |
Short-term lease cost | 8,021 | 20,010 | |
Variable lease cost | [2] | 35,392 | 114,299 |
Sublease Income | [2] | (7,836) | (31,034) |
Amortization of leased asset | 3,876 | 12,272 | |
Net sales | |||
Lessee, Lease, Description [Line Items] | |||
Sublease Income | (5,991) | (16,738) | |
Interest expense, net | |||
Lessee, Lease, Description [Line Items] | |||
Interest on lease liabilities | $ 2,894 | $ 6,911 | |
[1] | Rent expense as presented here includes $9.1 million and $33.5 million in the third quarter and year-to-date of fiscal 2020 , respectively, of operating lease rent expense related to stores within discontinued operations, but for which GAAP requires the expense to be included within continuing operations, as the Company expects to remain primarily obligated under these leases. Rent expense as presented here also includes immaterial amounts of variable lease expense of discontinued operations. | ||
[2] | Includes certain lease expense or income that is recorded within Restructuring, acquisition and integration related expenses for surplus, non-operating properties for which the Company is restructuring its obligations and which are not separately material. |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments and Lease Receipts (New Accounting Standard) (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 04, 2019 | Aug. 03, 2019 | ||
Operating Lease Obligations | |||||
Remaining fiscal 2020 | [1] | $ 62,422 | |||
2021 | [1] | 217,690 | |||
2022 | [1] | 206,416 | |||
2023 | [1] | 179,364 | |||
2024 | [1] | 153,729 | |||
Thereafter | [1] | 990,394 | |||
Total undiscounted lease liabilities and receipts | [1] | 1,810,015 | |||
Less interest | [1],[2] | (794,088) | |||
Present value of lease liabilities | [1] | 1,015,927 | |||
Less current lease liabilities | (138,698) | [1] | $ (137,741) | $ 0 | |
Long-term lease liabilities | 877,229 | [1] | 936,728 | 0 | |
Operating Lease Receipts | |||||
Remaining fiscal 2020 | (14,801) | ||||
2021 | (50,944) | ||||
2022 | (45,784) | ||||
2023 | (35,889) | ||||
2024 | (27,871) | ||||
Thereafter | (62,184) | ||||
Total lease receipts | (237,473) | ||||
Operating Leases, Net Lease Obligations | |||||
Remaining fiscal 2020 | 47,621 | ||||
2021 | 166,746 | ||||
2022 | 160,632 | ||||
2023 | 143,475 | ||||
2024 | 125,858 | ||||
Thereafter | 928,210 | ||||
Total net operating lease obligations | 1,572,542 | ||||
Finance Lease Obligations | |||||
Remaining fiscal 2020 | [3] | 6,991 | |||
2021 | [3] | 22,777 | |||
2022 | [3] | 119,387 | |||
2023 | [3] | 15,292 | |||
2024 | [3] | 14,228 | |||
Thereafter | [3] | 15,541 | |||
Total undiscounted lease liabilities and receipts | [3] | 194,216 | |||
Less interest | [2],[3] | (34,323) | |||
Present value of lease liabilities | [3] | 159,893 | |||
Less current lease liabilities | (14,221) | [3] | (24,670) | ||
Long-term lease liabilities | 145,672 | [3] | $ 70,643 | $ 108,208 | |
Finance Lease Receipts [Abstract] | |||||
Remaining fiscal 2020 | 0 | ||||
2021 | 0 | ||||
2022 | 0 | ||||
2023 | 0 | ||||
2024 | 0 | ||||
Thereafter | 0 | ||||
Total undiscounted lease liabilities and receipts | 0 | ||||
Finance Leases, Net Lease Obligations | |||||
Remaining fiscal 2020 | 6,991 | ||||
2021 | 22,777 | ||||
2022 | 119,387 | ||||
2023 | 15,292 | ||||
2024 | 14,228 | ||||
Thereafter | 15,541 | ||||
Total undiscounted lease liabilities and receipts | 194,216 | ||||
Lessee, operating lease, extension options reasonably certain to be exercised Option to Extend | 11,400 | ||||
Lessee, operating lease, leases signed but not yet commenced | 38,500 | ||||
Lessee, finance lease, extension options reasonably certain to be exercised | 0 | ||||
Lessee, finance lease, leases signed but not yet commenced | $ 500 | ||||
[1] | Operating lease payments include $11.4 million related to extension options that are reasonably certain of being exercised and exclude $38.5 million of legally binding minimum lease payments for leases signed but not yet commenced. | ||||
[2] | Calculated using the interest rate for each lease. | ||||
[3] | Finance lease payments include $0.0 million related to extension options that are reasonably certain of being exercised and exclude $0.5 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes payments related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease. |
LEASES - Future Minimum Lease_2
LEASES - Future Minimum Lease Payments and Lease Receipts (Prior Accounting Standard) (Details) - USD ($) $ in Thousands | May 02, 2020 | [1] | Aug. 04, 2019 | Aug. 03, 2019 |
Lease Obligations | ||||
2020 | $ 223,612 | |||
2021 | 190,845 | |||
2022 | 179,326 | |||
2023 | 154,812 | |||
2024 | 135,795 | |||
Thereafter | 1,063,674 | |||
Total future minimum obligations (receipts) | 1,948,064 | |||
Lease Receipts | ||||
2020 | (55,922) | |||
2021 | (41,425) | |||
2022 | (35,998) | |||
2023 | (25,591) | |||
2024 | (18,183) | |||
Thereafter | (59,186) | |||
Total future minimum obligations (receipts) | (236,305) | |||
Net Lease Obligations | ||||
2020 | 167,690 | |||
2021 | 149,420 | |||
2022 | 143,328 | |||
2023 | 129,221 | |||
2024 | 117,612 | |||
Thereafter | 1,004,488 | |||
Total future minimum obligations (receipts) | 1,711,759 | |||
Lease Obligations | ||||
2020 | 41,550 | |||
2021 | 32,804 | |||
2022 | 29,869 | |||
2023 | 26,699 | |||
2024 | 23,095 | |||
Thereafter | 46,999 | |||
Total future minimum obligations (receipts) | 201,016 | |||
Less interest | (68,138) | |||
Present value of capital lease obligations | 132,878 | |||
Less current capital lease obligations | $ (14,221) | (24,670) | ||
Long-term capital lease liabilities | $ 145,672 | $ 70,643 | 108,208 | |
Lease Receipts | ||||
2020 | (319) | |||
2021 | 0 | |||
2022 | 0 | |||
2023 | 0 | |||
2024 | 0 | |||
Thereafter | 0 | |||
Total future minimum obligations (receipts) | (319) | |||
Capital Leases, Net Lease Obligations [Abstract] | ||||
2020 | 41,231 | |||
2021 | 32,804 | |||
2022 | 29,869 | |||
2023 | 26,699 | |||
2024 | 23,095 | |||
Thereafter | 46,999 | |||
Total future minimum obligations (receipts) | $ 200,697 | |||
[1] | Finance lease payments include $0.0 million related to extension options that are reasonably certain of being exercised and exclude $0.5 million of legally binding minimum lease payments for leases signed but not yet commenced. This table excludes payments related to a facility the Company is deemed the accounting owner, which is recognized as a residual obligation, and is subject to an underlying lease. |
LEASES - Schedule of Other info
LEASES - Schedule of Other information Related to Leases (Details) $ in Thousands | 9 Months Ended |
May 02, 2020USD ($) | |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 10 years 8 months 12 days |
Finance Lease, Weighted Average Remaining Lease Term | 3 years 4 months 24 days |
Operating Lease, Weighted Average Discount Rate, Percent | 10.70% |
Finance Lease, Weighted Average Discount Rate, Percent | 8.80% |
Operating cash flows from operating leases | $ 166,441 |
Operating cash flows from finance leases | 6,181 |
Financing cash flows from finance leases | 17,183 |
Leased assets obtained in exchange for new finance lease liabilities | 92,843 |
Leased assets obtained in exchange for new operating lease liabilities | $ 154,888 |
SHARE-BASED AWARDS (Details)
SHARE-BASED AWARDS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
May 02, 2020 | Feb. 01, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Excluding Option Exercised | $ 12.2 | ||||
2020 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 7,200 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,600 | 2,600 | |||
Restricted Stock Units (RSUs) and Performance Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,800 | ||||
Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,096 | 260 | 1,327 | 260 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,100 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 11.12 | $ 11.12 |
BENEFIT PLANS - Net Periodic Be
BENEFIT PLANS - Net Periodic Benefit Cost (Income) Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |
Pension Benefits | ||||
Net Periodic Benefit Cost | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 13,602 | 24,004 | 43,894 | 49,855 |
Expected return on plan assets | (25,765) | (35,416) | (79,834) | (73,555) |
Amortization of net actuarial loss (gain) | 3 | 0 | 9 | 0 |
Pension settlement charge | 10,303 | 0 | ||
Net periodic benefit (income) cost | (12,160) | (11,412) | (25,628) | (23,700) |
Contributions to benefit plans | (1,500) | (2,386) | (6,750) | (2,574) |
Other Postretirement Benefits | ||||
Net Periodic Benefit Cost | ||||
Service cost | 14 | 55 | 42 | 114 |
Interest cost | 236 | 478 | 708 | 993 |
Expected return on plan assets | (54) | (58) | (162) | (121) |
Amortization of net actuarial loss (gain) | (780) | 0 | (2,337) | 0 |
Pension settlement charge | 0 | 0 | ||
Net periodic benefit (income) cost | (584) | 475 | (1,749) | 986 |
Contributions to benefit plans | $ (175) | $ (92) | $ (335) | $ (218) |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Thousands | Nov. 04, 2019 | May 02, 2020 | Feb. 01, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Multiemployer Plans, Withdrawal Obligation | $ 10,600 | |||||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 3.10% | |||||
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Remeasurement due to Settlement | $ 1,500 | |||||
Minimum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year | $ 0 | $ 0 | ||||
Maximum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year | 6,000 | 6,000 | ||||
SUPERVALU Retirement Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Lump sum settlement payments | 664,000 | |||||
Non-cash pension settlement charge | $ 10,300 | |||||
Multiemployer Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Multiemployer Plan, Contributions by Employer | 12,300 | $ 13,800 | 38,400 | $ 27,400 | ||
Unified Grocers, Inc. Cash Balance Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Multiemployer Plans, Minimum Contribution | $ 8,250 | $ 8,250 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |
Income Tax Contingency [Line Items] | ||||
Effective Income Tax Rate, Continuing Operations, Percent | (38.70%) | (32.40%) | 21.50% | 22.80% |
Effective Income Tax Rate Reconciliation, Deferred tax benefit | $ 26.9 | $ 3.2 | ||
Effective Income Tax Rate Reconciliation, Revaluation of net operating loss deferred tax assets | 28.4 | $ 28.4 | ||
Effective Income Tax Rate Reconciliation, Release of unrecognized tax positions | $ 8.3 | |||
Effective Income Tax Rate Reconciliation, Goodwill impairment benefit | 66.4 | $ 72.2 | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 203 | $ 203 | ||
CARES Act Federal Tax Rate for carryback losses | 35.00% | |||
Current Federal Income Tax Rate | 21.00% |
EARNINGS PER SHARE - Earnings p
EARNINGS PER SHARE - Earnings per Share (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |||
Reconciliation of the basic and diluted number of shares used in computing earnings per share: | ||||||
Basic weighted average shares outstanding (shares) | 53,718 | 50,846 | 53,485 | 50,748 | ||
Net effect of dilutive stock awards based upon the treasury stock method (in shares) | 1,499 | 118 | 0 | 0 | ||
Diluted weighted average shares outstanding (in shares) | 55,217 | 50,964 | 53,485 | 50,748 | ||
Basic earnings (loss) per share: | ||||||
Continuing operations | $ 0.99 | $ 0.64 | $ (7.24) | $ (6.93) | ||
Discontinued operations | 0.65 | 0.48 | 1.14 | 0.95 | ||
Basic earnings (loss) per share | 1.64 | 1.12 | (6.10) | (5.99) | ||
Diluted earnings (loss) per share: | ||||||
Continuing operations | 0.96 | 0.64 | (7.24) | (6.93) | ||
Discontinued operations | 0.63 | [1] | 0.48 | 1.12 | [1] | 0.94 |
Diluted earnings (loss) per share | $ 1.60 | $ 1.12 | $ (6.10) | $ (5.99) | ||
Anti-dilutive stock-based awards excluded from the calculation of diluted earnings per share | 1,771 | 5,176 | 1,868 | 2,723 | ||
Shares attributable to dilutive effect of stock awards | 821 | 275 | ||||
[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 and 821 thousand and 275 thousand shares for fiscal 2020 and 2019 year-to-date , respectively. |
BUSINESS SEGMENTS - Segment Inf
BUSINESS SEGMENTS - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | |||||
Business segment information | ||||||||
Net sales | $ 6,667,681 | $ 5,962,620 | $ 18,824,870 | $ 14,979,982 | ||||
Goodwill and asset impairment (adjustment) charges | (38,250) | 425,405 | 332,621 | |||||
Restructuring, acquisition and integration related expenses | 10,449 | 19,438 | 54,385 | 134,567 | ||||
Operating income (loss) | 71,705 | 69,681 | (377,393) | (357,292) | ||||
Total other expense, net | 33,377 | 44,934 | 116,289 | 98,689 | ||||
Income (loss) from continuing operations before income taxes | 38,328 | 24,747 | (493,682) | (455,981) | ||||
Depreciation and amortization | 69,642 | 71,787 | 214,002 | 169,780 | ||||
Capital expenditures | 33,618 | 56,816 | 118,245 | 136,953 | ||||
Total assets of continuing operations | 7,250,662 | 6,786,557 | 7,250,662 | 6,786,557 | ||||
Operating Segments | Wholesale | ||||||||
Business segment information | ||||||||
Net sales | 6,670,044 | [1] | 5,944,521 | [2] | 18,821,520 | [3] | 14,932,905 | [4] |
Goodwill and asset impairment (adjustment) charges | (38,250) | 423,703 | 332,621 | |||||
Restructuring, acquisition and integration related expenses | 4,030 | 0 | 23,392 | 4 | ||||
Operating income (loss) | 119,809 | 103,142 | (277,675) | (189,299) | ||||
Income (loss) from continuing operations before income taxes | 0 | 0 | ||||||
Depreciation and amortization | 66,754 | 63,375 | 200,515 | 156,693 | ||||
Capital expenditures | 33,216 | 56,655 | 116,565 | 136,065 | ||||
Total assets of continuing operations | 6,686,382 | 6,403,512 | 6,686,382 | 6,403,512 | ||||
Operating Segments | Other | ||||||||
Business segment information | ||||||||
Net sales | 56,361 | 61,910 | 158,377 | 167,381 | ||||
Goodwill and asset impairment (adjustment) charges | 0 | 1,702 | 0 | |||||
Restructuring, acquisition and integration related expenses | 6,419 | 19,438 | 30,993 | 134,563 | ||||
Operating income (loss) | (47,505) | (31,278) | (99,632) | (164,745) | ||||
Income (loss) from continuing operations before income taxes | 0 | 0 | ||||||
Depreciation and amortization | 2,888 | 8,412 | 13,487 | 13,087 | ||||
Capital expenditures | 402 | 161 | 1,680 | 888 | ||||
Total assets of continuing operations | 614,356 | 423,663 | 614,356 | 423,663 | ||||
Eliminations | ||||||||
Business segment information | ||||||||
Net sales | (58,724) | (43,811) | (155,027) | (120,304) | ||||
Goodwill and asset impairment (adjustment) charges | 0 | 0 | 0 | |||||
Restructuring, acquisition and integration related expenses | 0 | 0 | 0 | 0 | ||||
Operating income (loss) | (599) | (2,183) | (86) | (3,248) | ||||
Income (loss) from continuing operations before income taxes | 0 | 0 | ||||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Capital expenditures | 0 | 0 | 0 | 0 | ||||
Total assets of continuing operations | (50,076) | (40,618) | (50,076) | (40,618) | ||||
Unallocated (Income)/Expenses | ||||||||
Business segment information | ||||||||
Net sales | 0 | 0 | 0 | 0 | ||||
Goodwill and asset impairment (adjustment) charges | 0 | 0 | 0 | |||||
Restructuring, acquisition and integration related expenses | 0 | 0 | 0 | 0 | ||||
Operating income (loss) | 0 | 0 | 0 | 0 | ||||
Total other expense, net | 33,377 | 44,934 | 116,289 | 98,689 | ||||
Income (loss) from continuing operations before income taxes | 0 | 0 | ||||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||
Capital expenditures | 0 | 0 | 0 | 0 | ||||
Total assets of continuing operations | 0 | 0 | 0 | 0 | ||||
Discontinued Operations | Operating Segments | Wholesale | ||||||||
Business segment information | ||||||||
Discontinued operations inter-company product purchases | $ 273,200 | $ 227,100 | $ 756,900 | $ 505,500 | ||||
[1] | For the third quarter of fiscal 2020 , the Company recorded $273.2 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. | |||||||
[2] | For the third quarter of fiscal 2019 , the Company recorded $227.1 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. | |||||||
[3] | For fiscal 2020 year-to-date , the Company recorded $756.9 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. | |||||||
[4] | For fiscal 2019 year-to-date , the Company recorded $505.5 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. |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) | 9 Months Ended |
May 02, 2020segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 2 |
COMMITMENTS, CONTINGENCIES AN_2
COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS (Details) $ in Millions | 9 Months Ended |
May 02, 2020USD ($)case | |
Loss Contingencies [Line Items] | |
Non-cancelable future purchase obligations | $ 252 |
Number of Suits Pending | case | 38 |
Number of Cases Consolidated | case | 1,800 |
Schutte and Yarberry v. SuperValu, New Albertson;s, Inc., et al | |
Loss Contingencies [Line Items] | |
Alleged Damages (in excess of) | $ 100 |
Share of Potential Award | 24 |
Payment Guarantee | |
Loss Contingencies [Line Items] | |
Guarantor Obligations, Maximum Exposure, Undiscounted | 32.9 |
Guarantor Obligations, Maximum Exposure, Discounted | $ 25.8 |
Payment Guarantee | Minimum | |
Loss Contingencies [Line Items] | |
Guarantor Obligations, Guarantees Term | 1 year |
Payment Guarantee | Maximum | |
Loss Contingencies [Line Items] | |
Guarantor Obligations, Guarantees Term | 10 years |
Payment Guarantee | Weighted Average | |
Loss Contingencies [Line Items] | |
Guarantor Obligations, Guarantees Term | 6 years |
Moran Foods, LLC | |
Loss Contingencies [Line Items] | |
Professional Services Agreement Term | 5 years |
Professional Services Agreement, Base Amount | $ 30 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) $ in Thousands | Dec. 06, 2019store | May 02, 2020USD ($) | Apr. 27, 2019USD ($)store | May 02, 2020USD ($) | Apr. 27, 2019USD ($)store |
Discontinued Operations | Wholesale Segment | Operating Segments | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Discontinued operations inter-company product purchases | $ 273,200 | $ 227,100 | $ 756,900 | $ 505,500 | |
Revenues | $ 99,300 | $ 134,900 | 320,000 | $ 308,000 | |
Discontinued Operations, Disposed of by Sale | Shop 'n Save | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number Of Store Sold | store | 13 | ||||
Pre-tax aggregate costs and charges | 39,100 | ||||
Operating losses and transaction costs | 14,200 | ||||
Property and equipment impairment charges | 15,100 | ||||
Severance costs | 8,700 | ||||
Losses on sale | $ 1,100 | ||||
Discontinued Operations, Disposed of by Sale | Hornbacher'S | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number Of Store Sold | store | 7 | ||||
Number Of Store Held-For-Sale | store | 8 | 8 | |||
Discontinued Operations, Disposed of by Means Other than Sale | Shop 'n Save | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of Stores Closed | store | 6 |
DISCONTINUED OPERATIONS - Opera
DISCONTINUED OPERATIONS - Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 02, 2020 | Apr. 27, 2019 | May 02, 2020 | Apr. 27, 2019 | [1] | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Net sales | $ 667,003 | $ 640,121 | $ 1,891,529 | $ 1,413,756 | |
Cost of sales | 479,175 | 463,157 | 1,371,253 | 1,031,330 | |
Gross profit | 187,828 | 176,964 | 520,276 | 382,426 | |
Operating expenses | 128,232 | 144,547 | 394,080 | 310,751 | |
Restructuring expenses and charges | 8,091 | 644 | 40,304 | 11,026 | |
Operating income | 51,505 | 31,773 | 85,892 | 60,649 | |
Other income, net | (369) | (957) | |||
Other expense, net | 2,242 | 1,192 | |||
Income from discontinued operations before income taxes | 49,263 | 32,142 | 84,700 | 61,606 | |
Income tax provision | 12,071 | 7,772 | 20,447 | 13,759 | |
Income from discontinued operations, net of tax | $ 37,192 | $ 24,370 | $ 64,253 | $ 47,847 | |
[1] | These results reflect retail operations from the Supervalu acquisition date of October 22, 2018 to April 27, 2019 . |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheet (Details) - USD ($) $ in Thousands | May 02, 2020 | Aug. 03, 2019 |
Current assets | ||
Cash and cash equivalents | $ 2,312 | $ 2,917 |
Receivables, net | 11,822 | 1,471 |
Inventories | 110,449 | 129,142 |
Other current assets | 4,272 | 10,199 |
Total current assets of discontinued operations | 128,855 | 143,729 |
Long-term assets | ||
Property and equipment | 269,272 | 301,395 |
Intangible assets | 49,687 | 48,788 |
Other assets | 2,297 | 1,882 |
Total long-term assets of discontinued operations | 321,256 | 352,065 |
Total assets of discontinued operations | 450,111 | 495,794 |
Current liabilities | ||
Accounts payable | 73,546 | 61,634 |
Accrued compensation and benefits | 42,679 | 45,887 |
Other current liabilities | 19,278 | 14,744 |
Total current liabilities of discontinued operations | 135,503 | 122,265 |
Long-term liabilities | ||
Other long-term liabilities | 8,899 | 1,923 |
Total liabilities of discontinued operations | 144,402 | 124,188 |
Net assets of discontinued operations | $ 305,709 | $ 371,606 |