XML 141 R32.htm IDEA: XBRL DOCUMENT
v3.19.3

ACQUISITIONS (Tables) | 12 Months Ended
--- | ---
Aug. 03, 2019
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration, preliminary fair value of assets acquired and liabilities assumed, and the resulting preliminary goodwill. As of August 3, 2019, the Company is continuing its assessment of fair values of assets acquired and liabilities assumed. There can be no assurance that such final assessments will not result in material changes from the preliminary purchase price allocations, and such changes may result in increases or decreases to the goodwill impairment charge recorded in fiscal 2019 due to changes in the opening balance sheet value of goodwill. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible assets acquired, and liabilities assumed. As of August 3, 2019, the primary areas of the purchase price allocation that are not yet finalized relate to current and deferred income taxes and certain discontinued operations real and personal property. Any potential fair value changes to these areas, would be assessed to determine whether identifiable intangible assets or the allocation of goodwill between reporting units should also be updated.
(in thousands) |  | Preliminary Acquisition Date Fair Values as of August 3, 2019
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 |
Preliminary fair value of assets acquired and liabilities assumed: |  |
Cash and cash equivalents |  | $ | 25,102 |
Accounts receivable |  | 552,381 |
Inventories |  | 1,159,642 |
Prepaid expenses and other current assets |  | 108,830 |
Current assets of discontinued operations |  | 196,848 |
Property, plant and equipment |  | 1,210,416 |
Goodwill |  | 374,757 |
Intangible assets |  | 918,103 |
Other assets |  | 75,965 |
Long-term assets of discontinued operations |  | 429,304 |
Accounts payable |  | (972,888 | )
Current portion of long-term debt and capital lease obligations |  | (579,565 | )
Other current liabilities |  | (331,693 | )
Current liabilities of discontinued operations |  | (148,763 | )
Long-term debt |  | (34,355 | )
Long-term capital lease obligations |  | (103,289 | )
Pension and other postretirement benefit obligations |  | (234,324 | )
Deferred income taxes |  | (20,131 | )
Other long-term liabilities |  | (303,544 | )
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.
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the identifiable intangible assets and liabilities recorded based on preliminary valuations. The identifiable intangible assets are expected to be amortized on a straight-line basis over the estimated useful lives indicated. The preliminary 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.
|  |  |  | Preliminary Acquisition Date Fair Values as of August 3, 2019
(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 |
Business Acquisition, Pro Forma Information | The following table presents unaudited supplemental pro forma consolidated Net sales and Net income (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:
(in thousands, except per share data) |  | August 3, 2019(1) (53 weeks) |  | July 28, 2018(2) (52 weeks)
Net sales |  | $ | 24,503,882 |  |  | $ | 24,184,056 |
Net (loss) income from continuing operations |  | $ | (287,001 | ) |  | $ | 13,201 |
Basic net (loss) income from continuing operations per share |  | $ | (5.60 | ) |  | $ | 0.26 |
Diluted net (loss) income from continuing operations per share |  | $ | (5.60 | ) |  | $ | 0.26 |
(1) | Includes 12 weeks of pro forma Supervalu results for the period ended September 8, 2018.
(2) | Includes 52 weeks of pro forma Supervalu results for the period ended July 28, 2018, including 19 weeks of pro forma Associated Grocers of Florida, Inc. results, which was acquired by Supervalu on December 8, 2017.

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination. + References No definition available. + Details
Name: | us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=116869197&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration