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Item 5. Market for Registrant’s Common Equity

2021-09-28 compared with 2020-09-29 · 28 added, 50 removed, 13 unchanged (86% of the section changed)

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information, Holders and Dividends

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UNFI”.

On August 1, 2020 , we had 85 stockholders of record.

The number of record holders is not representative of the number of beneficial holders of our common stock because depositories, brokers or other nominees hold many shares.

We have never declared or paid any cash dividends on our capital stock.

On July 31, 2021, we had 80 stockholders of record.

We have never paid any cash dividends on our capital stock.

We anticipate that all of our earnings in the foreseeable future will be retained to finance the continued growth and development of our business and repay our outstanding indebtedness, and we have no current intention to pay cash dividends.

Our future dividend policy will depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors.

Additionally, our ABL Credit Facility and Term Loan Facility contain terms that limit our ability to make any cash dividends unless certain conditions and financial tests are met.

Additionally, our ABL Credit Facility, Term Loan Facility and Senior Notes contain terms that limit our ability to make any cash dividends unless certain conditions and financial tests are met.

Comparative Stock Performance

The following graph compares the yearly change in cumulative total stockholder returns on our common stock for the last five fiscal years with the cumulative return on the Standard & Poor’s (“S&P”) S&P SmallCap 600 Index and the S&P SmallCap 600 Food Distributors Index .

The comparison assumes the investment of $100 on August 1, 2015 in our common stock and in each of the indices and, in each case, assumes reinvestment of all dividends.

The following graph compares the yearly change in cumulative total stockholder returns on our common stock for the last five fiscal years with the cumulative return on the Standard & Poor’s (“S&P”) SmallCap 600 Index and the S&P SmallCap 600 Food Distributors Index.

The comparison assumes the investment of $100 on July 30, 2016 in our common stock and in each of the indices and, in each case, assumes reinvestment of all dividends.

The stock price performance shown below is not necessarily indicative of future performance.

3 unchanged sentences

(1) Our selected industry peer group reflects the S&P SmallCap 600 Food Distributors Index, which includes SpartanNash Company, The Andersons, Inc., The Chef’s Warehouse, Inc.

August 1, 2015

July 30, 2016

July 29, 2017

July 28, 2018

August 3, 2019

August 1, 2020

and United Natural Foods, Inc.

July 30, 2016 July 29, 2017 July 28, 2018 August 3, 2019 August 1, 2020 July 31, 2021

United Natural Foods, Inc.

$ 100.00 $ 75.79 $ 65.05 $ 16.85 $ 39.72 $ 66.27

S&P SmallCap 600 Index $ 100.00 $ 117.85 $ 143.80 $ 131.55 $ 123.36 $ 193.62

S&P SmallCap 600 Food Distributors Index $ 100.00 $ 91.37 $ 87.58 $ 49.74 $ 50.95 $ 83.70

SELECTED FINANCIAL DATA

The following table sets forth our selected historical financial data for the past five years derived from our Consolidated Financial Statements presented in this Annual Report and historical financial data derived from previously audited consolidated financial statements.

The historical results are not necessarily indicative of results to be expected for any future period.

The following selected consolidated financial data should be read in conjunction with and is qualified by reference to Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 1A.

Risk Factors and our Consolidated Financial Statements and notes thereto included elsewhere in this Annual Report.

We have not declared or paid cash dividends in any of the following fiscal periods.

Year-over-year comparisons are significantly affected by material acquisitions.

Our acquisition of Supervalu, which closed on October 22, 2018, and the acquisitions discussed in Part I.

of this Annual Report, significantly impact the comparability of reported results between periods.

In addition, we have revised the following table for the immaterial error correction discussed in Note 20—Immaterial Correction to Prior Period Financial Statements and the presentation of Retail within continuing operations discussed in Note 1—Significant Accounting Policies , both included within Part II, Item 8 of this Annual Report on Form 10-K.

Consolidated Statements of Operations Data:

(52 weeks) (1)

(In thousands, except per share data)

Cost of sales

Operating expenses

Goodwill and asset impairment charges

Restructuring, acquisition and integration related expenses

Loss (gain) on sale of assets

Operating (loss) income

Other expense (income):

Net periodic benefit income, excluding service cost

Interest expense, net

Total other expense, net

(Loss) income from continuing operations before income taxes

(Benefit) provision for income taxes

Net (loss) income from continuing operations

Net (loss) income from continuing operations per common share—Basic

Net (loss) income from continuing operations per common share—Diluted

As of the Fiscal Year Ended

Consolidated Balance Sheets Data:

July 29, 2017 (1)

July 30, 2016 (1)

Working capital

Total long-term debt and finance leases, excluding current portion

Total stockholders’ equity

The correction of the immaterial error described in Note 20—Immaterial Correction to Prior Period Financial Statements resulted in changes to prior year amounts not included in the Consolidated Financial Statements, which included an increase in Cost of sales of $2.4 million and $4.2 million in fiscal 2017 and 2016, respectively, a decrease in the provision for income taxes of $1.0 million and $1.6 million in fiscal 2017 and 2016, and a decrease in Retained earnings of $4.0 million and $2.5 million for fiscal 2017 and 2016, respectively.

Issuer Purchases of Equity Securities

On October 6, 2017, we announced that our Board of Directors authorized a share repurchase program for up to $200 million of our outstanding common stock.

The repurchase program is scheduled to expire upon our repurchase of shares of our common stock having an aggregate purchase price of $200 million.

We did not repurchase any shares of our common stock in fiscal 2021 or 2020 pursuant to the share repurchase program.

As of July 31, 2021, we have $176 million remaining authorized under the share repurchase program.

We do not expect to purchase shares under the share repurchase program during fiscal 2022.

Additionally, our ABL Credit Facility, Term Loan Facility and Senior Notes contain terms that limit our ability to repurchase common stock above certain levels unless certain conditions and financial tests are met.

We may also implement all or part of the repurchase program pursuant to a plan or plans meeting the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

(in millions, except shares and per share amounts) Total Number of Shares Purchased (2)

Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)

May 2, 2021 to June 5, 2021 1,388 $ 37.23 — $ —

June 6, 2021 to July 3, 2021 7,861 35.38 — —

July 4, 2021 to July 31, 2021 5,663 33.12 — 176

14,912 $ 34.69 — $ —

(1) The reported periods conform to our fiscal calendar.

(2) These amounts represent the deemed surrender by participants in our compensatory stock plans of 14,912 shares of our common stock to cover taxes from the vesting of restricted stock awards and restricted stock units granted under such plans.

(3) As of July 31, 2021, there was approximately $176 million that may yet be purchased under the share repurchase program.

There were no share repurchases under the share repurchase program in the fourth quarter of fiscal 2021.

This item is reserved as a result of the Company’s early adoption of Item 301 of Regulation S-K, pursuant to rules adopted by the Securities and Exchange Commission on November 19, 2020, which included removing the requirement to include selected financial data.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity