UNITED NATURAL FOODS INC
For the period ended Nov 2, 2024. Filed Dec 10, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 2, 2024 · Filed Dec 10, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-04-27; filed 2024-06-05.
0001020859-24-000029
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-11-02; filed 2024-12-10.
0001020859-24-000098
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 166 previous paragraphs and 144 current paragraphs.
83 unchanged; 51 reworded; 8 added; 29 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
We have introduced and are executing against a new strategy and three-year financial objectives that seek to add value to our customers and suppliers through our portfolio of products, services, programs and insights while improving our efficiency and cash flow. To accomplish the latter, we are focused on controllable variables in four key areas: intensifying and expanding our network optimization; reducing annual capital spending; optimizing our cost structure; and reducing our net working capital position.
Current report
Wholesale Distribution Network Optimization
Current report
We are working to optimize our distribution center network to better and more efficiently service customers and suppliers. In the first quarter of fiscal 2025, we consolidated the volume of two distribution centers into other facilities in the Central region. Subsequent to the first quarter of fiscal 2025, we announced the closure of a third distribution center in the Central region. We expect to achieve cost savings as a result of these efforts through eliminating inefficiencies, including incurring lower operating and shrink expenses. These actions are also expected to improve the product assortment and overall customer experience.
Current report
Operating expenses decreased $8 million, or 0.8%, to $1,015 million, or 12.9% of Net sales, for the first quarter of fiscal 2025 compared to $1,023 million, or 13.5% of Net sales, for the first quarter of fiscal 2024. The decrease in Operating expenses as a percentage of Net sales was primarily driven by benefits from cost saving initiatives and the leveraging impact of higher sales.
Current report
Loss on sale of assets and other asset charges decreased $13 million to $6 million for the first quarter of fiscal 2025, from $19 million for the first quarter of fiscal 2024. The first quarter of fiscal 2024 primarily included a $21 million asset impairment charge related to one of our corporate-owned office locations, while there were no asset impairment charges in the first quarter of fiscal 2025.
Current report
Operating Income (Loss)
Current report
Benefit for Income Taxes
Current report
The decrease in net cash used in operating activities in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily due to lower levels of cash utilized in net working capital, including lower inventory levels compared to the first quarter of fiscal 2024. This decrease was partially offset by payments related to accrued incentive compensation in the first quarter of fiscal 2025.
Removed paragraphs (29)
Previous report
•the impact and duration of any pandemics or disease outbreaks;
Previous report
We are focused on becoming a more effective and efficient business partner to our customers, which we believe will position us for long-term profitable growth. We are finalizing our multi-year strategic plan that we expect will begin in fiscal 2025. We expect our updated strategy to focus on optimizing controllable variables across network optimization, cost management and working capital efficiency as well as the reallocation of resources to enhance value for our stakeholders.
Previous report
We are also implementing near-term initiatives to help improve profitability while we finalize and implement our revised strategy. These include actioning administrative structure efficiencies, reprioritizing our selling and administrative spending, optimizing our stock-keeping unit (“SKU”) assortment as well as reviewing commercial contracts in collaboration with our customers and suppliers.
Previous report
We have been the primary distributor to Whole Foods Market for more than 20 years. We continue to serve as the primary distributor to Whole Foods Market in all of its regions in the United States pursuant to an amended distribution agreement. On May 21, 2024, we amended and restated our distribution agreement dated October 30, 2015 which, among other things, extended the term of that agreement through May 20, 2032.
Previous report
Wholesale Distribution Center Network
Previous report
Our Net sales for fiscal 2024 year-to-date decreased approximately 0.1% from fiscal 2023 year-to-date. The decrease in Net sales was primarily driven by a decline in unit volumes, which was offset by inflation and new business with existing customers.
Previous report
Our Gross profit decreased $80 million, or 2.5%, to $3,085 million for fiscal 2024 year-to-date, from $3,165 million for fiscal 2023 year-to-date. Our Gross profit as a percentage of Net sales decreased to 13.5% for fiscal 2024 year-to-date compared to 13.8% for fiscal 2023 year-to-date. The LIFO charge was $19 million and $83 million for fiscal 2024 and 2023 year-to-date, respectively. Excluding the non-cash LIFO charge, gross profit rate was 13.6% of Net sales and 14.2% of Net sales for fiscal 2024 and fiscal 2023 year-to-date, respectively. The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower levels of procurement gains resulting from decelerating inflation and a lower retail gross profit rate, which were partially offset by the benefit of lower shrink expense.
Previous report
Operating expenses increased $25 million, or 2.6%, to $992 million, or 13.2% of Net sales, for the third quarter of fiscal 2024 compared to $967 million, or 12.9% of Net sales, for the third quarter of fiscal 2023. The increase in Operating expenses as a percentage of Net sales was primarily driven by a $33 million increase in incentive compensation due to $13 million in expense in the third quarter of fiscal 2024, compared to a $20 million benefit in the third quarter of fiscal 2023 resulting from the reversal of previously accrued incentive compensation expense driven by underperformance in fiscal 2023. This increase was partially offset by lower transportation costs and other operational supply chain efficiencies.
Previous report
Operating expenses increased $56 million, or 1.9%, to $3,025 million, or 13.3% of Net sales, for fiscal 2024 year-to-date compared to $2,969 million, or 13.0% of Net sales, for fiscal 2023 year-to-date. The increase in Operating expenses as a percentage of Net sales was primarily driven by approximately $40 million higher incentive compensation expense in fiscal 2024 year-to-date and incremental transformation costs, which were partially offset by lower transportation costs and other operational supply chain efficiencies.
Previous report
Restructuring, Acquisition and Integration Related Expenses (Benefits)
Previous report
Restructuring, acquisition and integration related expenses increased $16 million to $17 million for fiscal 2024 year-to-date, from $1 million for fiscal 2023 year-to-date primarily driven by costs associated with certain employee severance in fiscal 2024 year-to-date.
Previous report
Loss on sale of assets and other asset charges increased $9 million to $13 million for the third quarter of fiscal 2024, from $4 million for the third quarter of fiscal 2023, primarily driven by a $7 million asset impairment charge related to the decision to close certain retail store locations during the third quarter of fiscal 2024.
Previous report
Loss on sale of assets and other asset charges increased $37 million to $37 million for fiscal 2024 year-to-date, from $0 million for fiscal 2023 year-to-date. Fiscal 2024 year-to-date primarily includes $28 million in asset impairment charges related to one of our corporate-owned office locations and certain retail store locations. Fiscal 2024 year-to-date also includes higher losses on the sales of receivables under the accounts receivable monetization program, which was entered into early in the second quarter of fiscal 2023.
Previous report
Operating Income
Previous report
Reflecting the factors described above, Operating income decreased $189 million to $6 million for fiscal 2024 year-to-date, compared to operating income of $195 million for fiscal 2023 year-to-date. The decrease in Operating income was primarily driven by a decrease in Gross profit, an increase in Operating expenses, a loss on sale of assets and other asset charges in fiscal 2024 year-to-date that did not occur in fiscal 2023 year-to-date, and higher Restructuring, acquisition and integration related expenses, each as described above.
Previous report
The increase in interest expense, net, in fiscal 2024 year-to-date compared to fiscal 2023 year-to-date was primarily driven by higher average interest rates, partially offset by lower loss on debt extinguishment.
Previous report
(Benefit) Provision for Income Taxes
Previous report
The effective tax rate for fiscal 2024 year-to-date was a benefit rate of 21.5% on pre-tax loss compared to an expense rate of 11.8% on pre-tax income for fiscal 2023 year-to-date. The change from fiscal 2023 year-to-date is primarily driven by the reduction of discrete tax benefits related to employee stock award vestings in the first quarter of fiscal 2024. In addition, the first quarter of fiscal 2023 included a tax benefit from the release of reserves for unrecognized tax positions, while the third quarter of fiscal 2024 included a tax expense for the establishment of reserves for unrecognized tax positions.
Previous report
Net (Loss) Income Attributable to United Natural Foods, Inc.
Previous report
Wholesale’s Net sales decreased for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date primarily due to a decline in unit volumes, which was offset by inflation and new business with existing customers, as discussed in Results of Operations - Net Sales section above.
Previous report
Retail’s Net sales decreased for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date primarily due to a 4.0% decrease in identical store sales from lower volume.
Previous report
Other Adjusted EBITDA increased $8 million in the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023 primarily due to changes in incentive compensation.
Previous report
Wholesale’s Adjusted EBITDA decreased 20.2% for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date. The decrease was driven by a decline in gross profit excluding the LIFO charge and an increase in operating expenses. Wholesale’s Gross profit excluding the LIFO charge for fiscal 2024 year-to-date decreased $83 million and gross profit rate decreased approximately 37 basis points driven by lower levels of procurement gains resulting from decelerating inflation, partially offset by lower shrink expense. Wholesale’s Operating expense increased $8 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments. Wholesale’s operating expense rate increased 4 basis points primarily driven by higher incentive compensation expense, offset by lower transportation costs and other operational supply chain efficiencies. Wholesale’s depreciation and amortization expense increased $8 million for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date.
Previous report
Retail’s Adjusted EBITDA decreased 93.9% for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date. The decrease was driven by a decline in gross profit due to margin rate investments intended to drive traffic and lower sales volume, and higher operating expenses. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 14—Business Segments. Retail’s depreciation and amortization expense decreased $2 million for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date.
Previous report
Other Adjusted EBITDA decreased $19 million for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date primarily due to an increase in operating expenses.
Previous report
•In May 2024, we entered into an amendment to the ABL Loan Agreement to execute on a First In, Last Out (“FILO”) incremental loan tranche and used the $130 million in proceeds from the amendment to fund a $145 million voluntary prepayment on the Term Loan Facility.
Previous report
•Concurrent with the voluntary prepayment on the Term Loan Facility, we amended the Term Loan Agreement to reduce the principal amount of the Term Loan Facility to $500 million and extend the maturity to May 2031.
Previous report
Subsequent to the end of the third quarter of fiscal 2024, on May 1, 2024, the Company entered into an amendment to the ABL Loan Agreement (the “First ABL Amendment”) to execute on a FILO tranche of incremental loans under the ABL Loan Agreement. The First ABL Amendment provides for the creation of a FILO tranche of$130 million (the “ABL FILO Loan”) with an applicable margin equal to SOFR plus 2.50% per annum (or a base rate plus 1.5% per annum). The ABL FILO Loan is subject to a borrowing base which is based on 5% of eligible accounts receivable, plus 5% of eligible credit card receivables, plus 5% of the net orderly liquidation value of eligible inventory, plus 5% of the value of eligible pharmacy receivables of each U.S. Obligor. Also on May 1, 2024, the Company entered into the Fourth Term Loan Amendment, which provides for the reduction of the principal amount of the Term Loan Facility to $500 million, the extension of the maturity to May 1, 2031, subject to certain springing maturity conditions, and a change in the applicable margin over a base rate from 2.25% to 3.75% per annum, or over a SOFR rate from 3.25% to 4.75% per annum. In conjunction with the First ABL Amendment and the Fourth Term Loan Amendment, the Company made a voluntary prepayment of $145 million on the Term Loan Facility funded with the $130 million of ABL FILO Loan proceeds and incremental borrowings under the ABL Credit Facility. Refer to Note 16—Subsequent Events in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Previous report
The decrease in net cash provided by operating activities in fiscal 2024 year-to-date compared to fiscal 2023 year-to-date was primarily due to lower proceeds received from the monetization of certain receivables compared to fiscal 2023 year-to-date and lower cash generated from net income in fiscal 2024 year-to-date.
Reworded paragraphs (51)
Previous wording
•our ability to realize the anticipated benefits of our transformation initiatives;
Current wording
•our ability to realize the anticipated benefits of our strategic initiatives;
Previous wording
•our ability to realize anticipated benefits of our acquisitions;
Current wording
•our ability to realize anticipated benefits of strategic transactions;
Previous wording
•our ability to continue to grow sales, including of our higher margin natural and organic foods and non-food products, and to manage that growth;
Current wording
•our ability to continue to grow sales, including of our higher margin natural and organic foods and non-food products;
Previous wording
•our ability to maintain sufficient volume in our wholesale segment to support our operating infrastructure;
Current wording
•our ability to maintain sufficient volume in our wholesale distribution and services businesses to support our operating infrastructure;
Previous wording
•increases in healthcare, pension and other costs under our and multiemployer benefit plans;
Current wording
•increases in healthcare, pension and other costs under our single employer benefit plan and multiemployer benefit plans;
Previous wording
UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller independents as well. We offer approximately 250,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products. We believe we are North America’s premier grocery wholesaler with 55 distribution centers and warehouses representing approximately 31 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers. We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs. Our business is classified into two reportable segments: Wholesale and Retail; and also includes a manufacturing division and a branded product line division.
Current wording
UNFI is a leading distributor of grocery and non-food products, and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. Our diversified customer base includes over 30,000 customer locations ranging from some of the largest grocers in the country to smaller independents as well. We offer approximately 250,000 products consisting of national, regional and private label brands grouped into the following main product categories: grocery and general merchandise; perishables; frozen foods; wellness and personal care items; and bulk and foodservice products. We believe we are North America’s premier grocery wholesaler with 53 distribution centers and warehouses representing approximately 31 million square feet of warehouse space. We are a coast-to-coast distributor with customers in all 50 states as well as all ten provinces in Canada, making us a desirable partner for retailers and consumer product manufacturers. We believe our total product assortment and service offerings are unmatched by our wholesale competitors. We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains, as well as international customers with wide-ranging needs. Our business is classified into two reportable segments: Wholesale and Retail; and also includes a manufacturing division and a branded product line division.
Previous wording
We expect to continue to use available capital to re-invest in our business and we remain committed to improving our financial leverage and reducing outstanding debt.
Current wording
We expect to continue to use available capital to re-invest in our business and are committed to improving our free cash flow and financial leverage while reducing outstanding debt.
Previous wording
We believe we can optimize our performance and profitability through our improvement efforts, which we expect will improve our cost structure, increase sales of products and services, and position us to provide tailored, data-driven solutions to help our customers run their businesses more efficiently and contribute to customer acquisitions. We believe the key drivers for value creation will be improved efficiency through the automation and optimization of our supply chain, as well as new customer growth associated with the benefits of our significant scale, product and service offerings and nationwide footprint.
Current wording
We believe we can optimize our performance and profitability through our improvement efforts, which we expect will improve our cost structure, increase sales of products and services, and position us to provide tailored, data-driven solutions to help our customers run their businesses more efficiently and contribute to customer acquisitions.
Previous wording
In the second quarter of fiscal 2024, we began the development of a new distribution center in Manchester, Pennsylvania, which has approximately 1.3 million square feet. We recognized a $205 million right-of-use asset and operating lease liability for this distribution center in fiscal 2024.
Current wording
In the first quarter of fiscal 2025, we began operating a new distribution center in Manchester, Pennsylvania, which has approximately 1.3 million square feet, optimizes volume from other nearby distribution centers in the East region and primarily distributes natural products. This distribution center is expected to be automated later in fiscal 2025. Also in the first quarter of fiscal 2025, we began the development of a new distribution center in Sarasota, Florida, which has approximately 1.0 million square feet. We recognized a $118 million right-of-use asset and operating lease liability for this distribution center in the first quarter of fiscal 2025.
Previous wording
We evaluate our distribution center network to optimize performance and expect to incur incremental expenses related to any future network realignment, expansion or improvements, including network optimization and automation initiatives. We are working to both minimize these potential future costs and obtain new business to further improve the efficiency of our transforming distribution network.
Current wording
We plan to continue to evaluate our distribution center network to further optimize performance and expect to incur incremental expenses related to any future network realignment, expansion or improvements, including network optimization and automation initiatives. We are working to both minimize future costs and obtain new business to further improve the efficiency of our distribution network.
Previous wording
We currently operate 75 retail grocery stores, including 53 Cub Foods corporate stores and 22 Shoppers Food Warehouse stores. In addition, we supply another 26 Cub Foods stores operated by our Wholesale customers through franchise and equity ownership arrangements. We operate 81 pharmacies primarily within the stores we operate and the stores of our franchisees. In addition, we operate 25 “Cub Wine and Spirit” and “Cub Liquor” stores.
Current wording
We currently operate 76 retail grocery stores, including 54 Cub Foods corporate stores and 22 Shoppers Food Warehouse stores. In addition, we supply another 26 Cub Foods stores operated by our Wholesale customers through franchise and equity ownership arrangements. We operate 81 pharmacies primarily within the stores we operate and the stores of our franchisees. In addition, we operate 24 “Cub Wine and Spirit” and “Cub Liquor” stores.
Previous wording
We experienced a mix of inflation and deflation across product categories during the third quarter of fiscal 2024. In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately two percent in the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023. Cost inflation and deflation estimates are based on individual like items sold during the periods being compared. Changes in merchandising, customer buying habits and competitive pressures create inherent difficulties in measuring the impact of inflation and deflation on Net sales and Gross profit. Absent any changes in units sold or the mix of units sold, inflation generally has the effect of increasing sales. Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation.
Current wording
We experienced a mix of inflation and deflation across product categories during the first quarter of fiscal 2025. In the aggregate across our businesses, including the mix of products, management estimates our businesses experienced product cost inflation of approximately one percent in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024. Cost inflation and deflation estimates are based on individual like items sold during the periods being compared. Changes in merchandising, customer buying habits and competitive pressures create inherent difficulties in measuring the impact of inflation and deflation on Net sales and Gross profit. Absent any changes in units sold or the mix of units sold, inflation generally has the effect of increasing sales. Under the last-in, first out (“LIFO”) method of inventory accounting, product cost increases are recognized within Cost of sales based on expected year-end inventory quantities and costs, which generally has the effect of decreasing Gross profit and the carrying value of inventory during periods of inflation.
Previous wording
Our pricing to our customers is determined at the time of sale primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers. Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold and vendor promotions are constant. In the third quarter of fiscal 2024, we experienced fewer and less significant vendor product cost increases as compared to the third quarter of fiscal 2023. These decreases negatively impacted our gross profit rate when comparing the third quarter of fiscal 2024 to the third quarter of fiscal 2023.
Current wording
Our pricing to our customers is determined at the time of sale primarily based on the then prevailing vendor listed base cost, and includes discounts we offer to our customers. Generally, in an inflationary environment as a wholesaler, rising vendor costs result in higher Net sales driven by higher vendor prices when other variables such as quantities sold and vendor promotions are constant. In the first quarter of fiscal 2025, we experienced fewer and less significant vendor product cost increases as compared to the first quarter of fiscal 2024. These decreases negatively impacted our gross profit rate when comparing the first quarter of fiscal 2025 to the first quarter of fiscal 2024.
Previous wording
The principal components of our Cost of sales include the amounts paid to suppliers for product sold, plus transportation costs necessary to bring the product to, or move product between, our distribution centers and retail stores, partially offset by consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products.
Current wording
The principal components of our Cost of sales include the amounts paid to suppliers for product sold, plus transportation costs necessary to bring the product to, or move product between, our distribution centers and retail stores, partially offset by consideration received from suppliers in connection with the purchase, transportation or promotion of the suppliers’ products.
Previous wording
Restructuring, Acquisition and Integration Related Expenses (Benefits)
Current wording
Restructuring, Acquisition and Integration Related Expenses
Previous wording
Restructuring, acquisition and integration related expenses (benefits) reflect expenses resulting from restructuring activities, including severance costs, share-based compensation acceleration charges and acquisition and integration related expenses. Integration related expenses include certain professional consulting expenses and incremental expenses related to combining facilities required to optimize our distribution network as a result of acquisitions.
Current wording
Restructuring, acquisition and integration related expenses reflect expenses resulting from restructuring activities, including severance costs, facility closure costs, share-based compensation acceleration charges and acquisition and integration related expenses. Integration related expenses include certain professional consulting expenses and incremental expenses related to combining facilities required to optimize our distribution network as a result of acquisitions.
Previous wording
We define Adjusted EBITDA as a consolidated measure which we reconcile by adding Net (loss) income including noncontrolling interests, less Net income attributable to noncontrolling interests, plus Non-operating income and expenses, including Net periodic benefit income, excluding service cost, Interest expense, net and Other (income) expense, net, plus (Benefit) provision for income taxes and Depreciation and amortization all calculated in accordance with GAAP, plus adjustments for Share-based compensation, non-cash LIFO charge or benefit, Restructuring, acquisition and integration related expenses, Goodwill impairment charges, Loss (gain) on sale of assets and other asset charges, certain legal charges and gains, and certain other non-cash charges or other items, as determined by management. The changes to the definition of Adjusted EBITDA in the fourth quarter of fiscal 2023 from prior periods reflect changes to line item references in our Consolidated Financial Statements, which do not impact the calculation of Adjusted EBITDA.
Current wording
We define Adjusted EBITDA as a consolidated measure which we reconcile by adding Net (loss) income including noncontrolling interests, less Net income attributable to noncontrolling interests, plus Non-operating income and expenses, including Net periodic benefit income, excluding service cost, Interest expense, net and Other (income) expense, net, plus (Benefit) provision for income taxes and Depreciation and amortization all calculated in accordance with GAAP, plus adjustments for Share-based compensation, non-cash LIFO charge or benefit, Restructuring, acquisition and integration related expenses, Goodwill impairment charges, Loss (gain) on sale of assets and other asset charges, certain legal charges and gains, and certain other non-cash charges or other items, as determined by management.
Previous wording
The following table reconciles Net (loss) income including noncontrolling interests to Adjusted EBITDA:
Current wording
The following table reconciles Net loss including noncontrolling interests to Adjusted EBITDA:
Previous wording
(1)Fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations in the first quarter of fiscal 2024 and a $7 million non-cash asset impairment charge related to the decision to close certain retail store locations in the third quarter of fiscal 2024.
Current wording
(1)The first quarter of fiscal 2024 primarily includes a $21 million non-cash asset impairment charge related to one of our corporate-owned office locations.
Previous wording
(2)Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, and third-party professional service fees related to the board-led financial review in the third quarter of fiscal 2024, all of which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
Current wording
(2)Reflects costs associated with business transformation initiatives, primarily including third-party consulting costs and licensing costs, which are included within Operating expenses in the Condensed Consolidated Statements of Operations.
Previous wording
(3)Primarily reflects third-party professional service fees related to shareholder negotiations in the first quarter of fiscal 2024.
Current wording
(3)The first quarter of fiscal 2024 primarily reflects third-party professional service fees related to shareholder negotiations.
Previous wording
Our Net sales for the third quarter of fiscal 2024 decreased approximately 0.1% from the third quarter of fiscal 2023. The decrease in Net sales was primarily driven by a decline in unit volumes, which was offset by inflation and new business with existing customers.
Current wording
Our Net sales for the first quarter of fiscal 2025 increased approximately 4.2% from the first quarter of fiscal 2024. The increase in Net sales was primarily driven by an increase in unit volumes, including new business with existing and new customers, as well as inflation.
Previous wording
Retail Net sales decreased primarily due to a 4.0% decrease in identical store sales from lower volume.
Current wording
Retail Net sales decreased primarily due to a 1.4% decrease in identical store sales from lower volume, and store closures.
Previous wording
Our Gross profit increased $20 million, or 2.0%, to $1,020 million for the third quarter of fiscal 2024, from $1,000 million for the third quarter of fiscal 2023. Our Gross profit as a percentage of Net sales increased to 13.6% for the third quarter of fiscal 2024 compared to 13.3% for the third quarter of fiscal 2023. The LIFO charge was $6 million and $33 million in the third quarters of fiscal 2024 and 2023, respectively. Excluding the non-cash LIFO charge, gross profit rate was 13.7% of Net sales and 13.8% of Net sales for thethird quarter of fiscal 2024 and 2023, respectively. The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower levels of procurement gains resulting from decelerating inflation and a lower retail gross profit rate, which were nearly offset by the benefit of lower shrink expense.
Current wording
Our Gross profit increased $8 million, or 0.8%, to $1,038 million for the first quarter of fiscal 2025, from $1,030 million for the first quarter of fiscal 2024. Our Gross profit as a percentage of Net sales decreased to 13.2% for the first quarter of fiscal 2025 compared to 13.6% for the first quarter of fiscal 2024. The LIFO charge was $7 million in each of the first quarters of fiscal 2025 and 2024. Excluding the non-cash LIFO charge, gross profit rate was 13.3% of Net sales and 13.7% of Net sales for thefirst quarter of fiscal 2025 and 2024, respectively. The decrease in gross profit rate, excluding the LIFO charge, was primarily driven by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense.
Previous wording
Restructuring, acquisition and integration related expenses were $9 million for the third quarter of fiscal 2024, compared to a benefit of $4 million for the third quarter of fiscal 2023. The third quarter of fiscal 2024 primarily includes costs associated with certain employee severance.
Current wording
Restructuring, acquisition and integration related expenses were $12 million for the first quarter of fiscal 2025, compared to $4 million for the first quarter of fiscal 2024. The increase was primarily driven by higher costs associated with certain employee severance and other employee separation costs in the first quarter of fiscal 2025.
Previous wording
Reflecting the factors described above, Operating income decreased $27 million to $6 million for the third quarter of fiscal 2024, compared to $33 million for the third quarter of fiscal 2023. The decrease in Operating income was primarily driven by an increase in Operating expenses and Restructuring, acquisition and integration related expenses in the third quarter of fiscal 2024, partially offset by an increase in Gross profit, each as described above.
Current wording
Reflecting the factors described above, Operating income increased $21 million to $5 million for the first quarter of fiscal 2025, compared to Operating loss of $16 million for the first quarter of fiscal 2024. The increase in Operating income was primarily driven by a decrease in Loss on sale of asset and other asset charges and Operating expenses and an increase in Gross profit, partially offset by an increase in Restructuring, acquisition and integration related expenses in the first quarter of fiscal 2025, each as described above.
Previous wording
The increase in interest expense, net, in the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023 was primarily driven by higher average interest rates.
Current wording
The increase in interest expense, net, in the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024 was primarily driven by higher average interest rates.
Previous wording
The effective tax rate for the third quarter of fiscal 2024 was a benefit rate of 23.1% on pre-tax loss compared to a benefit rate of 14.3% on pre-tax income for the third quarter of fiscal 2023. The change from the third quarter of fiscal 2023 is primarily driven by the impact of a partnership investment entered into in the third quarter of fiscal 2023, and the reduction in pre-tax income during the third quarter of fiscal 2023.
Current wording
The effective tax rate for the first quarter of fiscal 2025 was a benefit rate of 16.7% on pre-tax loss compared to a benefit rate of 18.8% on pre-tax loss for the first quarter of fiscal 2024. The change from the first quarter of fiscal 2024 is primarily driven by an increase in state net operating loss valuation allowances for the first quarter of fiscal 2025.
Previous wording
Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $21 million, or $0.34 per diluted common share, for the third quarter of fiscal 2024, compared to Net income attributable to United Natural Foods, Inc. of $7 million, or $0.12 per diluted common share, for the third quarter of fiscal 2023.
Current wording
Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $21 million, or $0.35 per diluted common share, for the first quarter of fiscal 2025, compared to Net loss attributable to United Natural Foods, Inc. of $39 million, or $0.67 per diluted common share, for the first quarter of fiscal 2024.
Previous wording
Wholesale’s Net sales increased in the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023 primarily due to inflation and new business with existing customers, which was offset by a decline in unit volumes, as discussed in Results of Operations - Net Sales section above.
Current wording
Wholesale’s Net sales increased in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 primarily due to an increase in unit volumes, including new business with existing and new customers, as well as inflation, as discussed in Results of Operations - Net Sales section above.
Previous wording
Retail’s Net sales decreased in the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023 primarily due to a 4.0% decrease in identical store sales from lower volume.
Current wording
Retail’s Net sales decreased in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 primarily due to a 1.4% decrease in identical store sales from lower volume, and store closures.
Previous wording
Lower eliminations of Net sales in the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023 were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.
Current wording
Lower eliminations of Net sales in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.
Previous wording
Wholesale’s Adjusted EBITDA decreased 12.6% for the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023. The decrease was driven by an increase in operating expenses, partially offset by gross profit growth excluding the LIFO charge. Wholesale’s Gross profit excluding the LIFO charge for the third quarter of fiscal 2024 increased $9 million and gross profit rate increased approximately 12 basis points driven primarily by lower shrink expense, which was partially offset by lower levels of procurement gains resulting from decelerating inflation. Wholesale’s Operating expense increased $27 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 14—Business Segments. Wholesale’s operating expense rate increased 37 basis points primarily due to $8 million of incentive compensation expense recorded in the third quarter of fiscal 2024, compared to a benefit of approximately $23 million in the third quarter of fiscal 2023 resulting from the reversal of previously accrued incentive compensation expense driven by underperformance in fiscal 2023. This increase was partially offset by lower transportation costs and other operational supply chain efficiencies. Wholesale’s depreciation and amortization expense increased $1 million in the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023.
Current wording
Wholesale’s Adjusted EBITDA increased 12.0% for the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024. The increase was driven by gross profit growth excluding the LIFO charge and a decrease in operating expenses. Wholesale’s Gross profit excluding the LIFO charge for the first quarter of fiscal 2025 increased $10 million and gross profit rate decreased approximately 36 basis points driven primarily by lower product margin rates and customer and product mix, which were partially offset through supplier programs and the benefit of lower shrink expense. Wholesale’s Operating expense decreased $4 million, which excludes depreciation and amortization, share-based compensation and other adjustments as outlined in Note 13—Business Segments. Wholesale’s operating expense rate decreased 48 basis points primarily due to benefits from cost saving initiatives and the leveraging impact of higher sales. Wholesale’s depreciation and amortization expense increased $3 million in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024.
Previous wording
Retail’s Adjusted EBITDA decreased $21 million for the third quarter of fiscal 2024 as compared to the third quarter of fiscal 2023. The decrease was driven by a decline in gross profit due to margin rate investments intended to drive traffic and lower sales volume, and an increase in operating expenses primarily due to incentive compensation expense in the third quarter of fiscal 2024, compared to a benefit in the third quarter of fiscal 2023 resulting from the reversal of previously accrued incentive compensation expense driven by underperformance in fiscal 2023. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 14—Business Segments. Retail’s depreciation and amortization expense was flat compared to the third quarter of fiscal 2023.
Current wording
Retail’s Adjusted EBITDA increased $1 million for the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024. The increase was driven primarily by lower operating expenses from operating efficiencies, which were largely offset by a decline in gross profit primarily due to lower sales volume. Retail’s Adjusted EBITDA excludes depreciation and amortization, share-based compensation, LIFO charge and other adjustments as outlined in Note 13—Business Segments. Retail’s depreciation and amortization expense increased $1 million compared to the first quarter of fiscal 2024.
Previous wording
•Total liquidity as of April 27, 2024 was $1,264 million and consisted of the following:
Current wording
•Total liquidity as of November 2, 2024 was $1,174 million and consisted of the following:
Previous wording
◦$1,225 million of unused credit under our $2,600 million asset-based revolving credit facility (the “ABL Credit Facility”) as of April 27, 2024, which decreased $255 million from $1,480 million as of July 29, 2023, primarily due to increased cash utilized to fund working capital increases; and
Current wording
◦$1,137 million of unused credit under our asset-based revolving credit facility (the “ABL Credit Facility”), which decreased $98 million from $1,235 million as of August 3, 2024, primarily due to increased cash utilized to fund seasonal working capital increases; and
Previous wording
◦$39 million of cash and cash equivalents as of April 27, 2024, which increased $2 million from $37 million as of July 29, 2023.
Current wording
◦$37 million of cash and cash equivalents, which decreased $3 million from $40 million as of August 3, 2024.
Previous wording
•Total debt increased $188 million to $2,151 million as of April 27, 2024 from $1,963 million as of July 29, 2023, primarily related to additional net borrowings under the ABL Credit Facility to fund payments for capital expenditures and investments, partially offset by net cash flow from operating activities.
Current wording
•Total debt increased $162 million to $2,247 million as of November 2, 2024 from $2,085 million as of August 3, 2024, primarily related to additional net borrowings under the ABL Credit Facility to fund seasonal working capital increases and payments for capital expenditures.
Previous wording
•Working capital increased $135 million to $1,193 million as of April 27, 2024 from $1,058 million as of July 29, 2023, primarily due to a decrease in accounts payable combined with an increase in accounts receivable levels, which were partially offset by a decrease in inventory levels.
Current wording
•Working capital increased $176 million to $1,213 million as of November 2, 2024 from $1,037 million as of August 3, 2024, primarily due to seasonal increases in inventory and accounts receivable levels, partially offset by an increase in accounts payable related to inventories.
Previous wording
We currently do not pay a dividend on our common stock. In addition, we are limited in the aggregate amount of dividends that we may pay under the terms of our Term Loan Facility, ABL Credit Facility and our $500 million of unsecured 6.750% senior notes due October 15, 2028 (the “Senior Notes”). Subject to certain limitations contained in our debt agreements and as market conditions warrant, we may from time to time refinance indebtedness that we have incurred, including through the incurrence or repayment of loans under existing or new credit facilities or the issuance or repayment of debt securities. Proceeds from the sale of any properties mortgaged and encumbered under our Term Loan Facility are required to be used to make additional Term Loan Facility payments or to be reinvested in the business.
Current wording
We currently do not pay a dividend on our common stock. In addition, we are limited in the aggregate amount of dividends that we may pay under the terms of our senior secured first lien term loan (the “Term Loan Facility”), ABL Credit Facility and our $500 million of unsecured 6.750% senior notes due October 15, 2028 (the “Senior Notes”). Subject to certain limitations contained in our debt agreements and as market conditions warrant, we may from time to time refinance indebtedness that we have incurred, including through the incurrence or repayment of loans under existing or new credit facilities or the issuance or repayment of debt securities. Proceeds from the sale of any properties mortgaged and encumbered under our Term Loan Facility are required to be used to make additional Term Loan Facility payments or to be reinvested in the business.
Showing the first 40 of 51 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Restructuring, Acquisition and Integration Related Expenses
Current report — wording carried from elsewhere
Net Loss Attributable to United Natural Foods, Inc.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Retail Net sales decreased primarily due to a 4.0% decrease in identical store sales from lower volume.
Previous report — wording carried elsewhere
Reflecting the factors described in more detail above, Net loss attributable to United Natural Foods, Inc. was $75 million, or $1.26 per diluted common share, for fiscal 2024 year-to-date, compared to Net income attributable to United Natural Foods, Inc. of $92 million, or $1.51 per diluted common share, for fiscal 2023 year-to-date.
Previous report — wording carried elsewhere
Lower eliminations of Net sales for fiscal 2024 year-to-date as compared to fiscal 2023 year-to-date were primarily due to a decrease in Wholesale to Retail sales, which are eliminated upon consolidation.