-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E1bmDW8fys+ecqLr3PoS+stPZFM3VCoY3pQktPT9LAzwQwiww3TD4KWpvt0tL3ms z7W1yxgOiwT8FSXLtYDuqA== 0001171520-02-000158.txt : 20021206 0001171520-02-000158.hdr.sgml : 20021206 20021206102553 ACCESSION NUMBER: 0001171520-02-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021204 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATURAL FOODS INC CENTRAL INDEX KEY: 0001020859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 050376157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 02850407 BUSINESS ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 BUSINESS PHONE: 8607792800 MAIL ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 8-K 1 d1092.txt UNITED NATURAL FOODS, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 4, 2002 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 260 Lake Road Dayville, CT 06241 (Address of Principal Executive Offices) (Zip Code) (860) 779-2800 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 5. Other Events On December 4, 2002 the Company issued a press release announcing its financial results for the fiscal quarter ended October 31, 2002. A copy of this press release is attached as an exhibit to this Form 8-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of businesses acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated December 4, 2002, announcing the Company's financial results for the fiscal quarter ended October 31, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED NATURAL FOODS, INC. By: /s/ Todd Weintraub ----------------------------- Todd Weintraub Vice President, Treasurer and Chief Financial Officer Date: December 5, 2002 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated December 4, 2002, announcing the Company's financial results for the fiscal quarter ended October 31, 2002. EX-99.1 3 ex99-1.txt Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE- December 4, 2002 UNITED NATURAL FOODS ANNOUNCES 9% INCREASE IN FIRST QUARTER NET INCOME EXCLUDING SPECIAL ITEMS Earns $0.28 excluding special items Reports 10.9% sales gain to record $311 million in First Quarter of Fiscal 2003 Dayville, Connecticut - December 4, 2002 -- United Natural Foods, Inc. (Nasdaq: UNFI) today reported net income of $5.4 million for the first quarter of fiscal 2003, or $0.28 per share on a diluted basis, excluding special items, at the upper end of guidance previously provided by the Company. Net sales for the first quarter of fiscal 2003 were $311.0 million, an increase of 10.9% from the $280.3 million recorded in the first quarter of fiscal 2002. The increase was primarily due to growth in the independent and mass market distribution channels of approximately 11.8% and 21.4%, respectively. The supernatural distribution channel increased approximately 5.5%. These increases all include sales from the Blooming Prairie division, acquired on October 11, 2002, and Boulder Fruit Express, acquired on November 7, 2001. Sales growth for the quarter, excluding the effect of acquisitions, was 6.5%. Sales growth was also impacted by the transition of the Company's second-largest customer to a new primary distributor. Sales growth excluding acquisitions and the impact of this transition was 16.5%. Net income for the first quarter of fiscal 2003, excluding the effect of special items, increased 9.0% to $5.4 million, or $0.28 per diluted share, compared to $4.9 million, or $0.26 per diluted share, excluding special items, for the quarter ended October 31, 2001. The special items for the quarter ended October 31, 2002, consisted of a non-cash charge related to the change in fair value of interest rate swaps and related option agreements and certain costs relating to the transition of the Company's second largest customer to a new primary distributor. A special non-cash charge was recorded in the first quarter of fiscal 2002 related to the change in fair value of interest rate swaps and related option agreements. Net income including special items increased 53.1 % to $4.0 million, or $0.21 per diluted share, for the first quarter of 2003 compared to $2.6 million, or $0.14 per diluted share, in the prior year period. The following table details the amounts and effects of these items: - -------------------------------------------------------------------------------- Quarter Ended October 31, 2002 Pretax Per diluted (in thousands, except per share data) Income Net of Tax share ------ ---------- ----- Income, excluding special items: $8,920 $5,352 $0.28 Less: special items Interest rate swap agreements (change in value of financial instruments) 1,706 1,023 0.05 Costs related to loss of major customer (included in operating expenses) 574 345 0.02 - -------------------------------------------------------------------------------- Income, including special items: $6,640 $3,984 $0.21 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Quarter Ended October 31, 2001 Pretax Per diluted (in thousands, except per share data) Income Net of Tax share Income, excluding special items: $8,180 $4,908 $0.26 Less: special items Interest rate swap agreement (change in value of financial instruments) 3,787 2,272 0.12 Costs related to relocating distribution center (included in operating expenses) 57 34 -- - -------------------------------------------------------------------------------- Income, including special items: $4,336 $2,602 $0.14 - -------------------------------------------------------------------------------- The non-cash charge from the change in fair value on interest rate swap agreements was caused by unfavorable changes in yield curves during the quarters ended October 31, 2002 and 2001, respectively. The costs related to the transition of the Company's second largest customer to a new primary distributor consisted primarily of severance and expenses related to the transfer of private label inventory. Comments from Management Commenting on the first quarter results, Michael Funk, Chief Executive Officer, said, "This is an excellent start to our new fiscal year, continuing on track with executing our business plan and growth objectives. During the quarter we achieved year-over-year double-digit sales growth and a 9% increase in net income. This growth was driven by a strong performance in sales to independent and mass market customers, which increased 11.8% and 21.4%, respectively. Regarding supernatural customers, sales increased 5.5% when compared to the same period last year. Growth in the supernatural channel was 33.8% excluding acquisitions and the effects of the transition of our second largest customer to a new primary distributor. The continued strong demand for our products and programs demonstrates that we are meeting the needs of our customers and we intend to be their leading natural products resource for the long-term." Mr. Funk added, "Operationally, we continue to pursue internal and external growth strategies focused on expanding our customer base, increasing market share and extending our presence in both existing operating areas and new, under-penetrated markets. Consistent with this strategy we completed the acquisition of Blooming Prairie Cooperative, the largest volume distributor of natural foods in the Midwest and also entered into an agreement to merge with Northeast Cooperatives, a natural foods distributor in the Northeast and Midwest." The Company believes sales growth for the quarter ending January 31, 2003, will be in the 9 - 12% range, including growth in the mid-teens for the business excluding acquisitions and the effects of the transition of its second largest customer to a new primary distributor. The earnings per diluted share outlook for the quarter ending January 31, 2003 and the fiscal year ending July 31, 2003 is $0.26 - $0.28 and $1.18 - $1.20, respectively, consistent with prior guidance. Conference Call Management will conduct a conference call and audio webcast at 11:00 a.m. ET on December 4, 2002 to review the Company's quarterly results, market trends and future outlook. The conference call dial-in number is 703-871-3599. The audio webcast will be available, on a listen only basis, via the Internet at www.viavid.com or at the Investor Relations section of the Company's website, www.unfi.com. Please allow extra time for the webcast to visit the site and download any software required to listen to the Internet broadcast. The online archive of the webcast will be available for 30 days. About United Natural Foods United Natural Foods, Inc. carries and distributes over 30,000 products to more than 10,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores and independent retail operators. Financial Tables Follow For more information on United Natural Foods, Inc., visit the Company's web-site at www.unfi.com. AT THE COMPANY: FRB | Weber Shandwick - -------------------------------------------------------------------------------- Todd Weintraub Joseph Calabrese General Information Analyst Information (860) 779-2800 Vanessa Schwartz Chief Financial Officer (212) 445-8434 (212) 445-8433 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding United Natural's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's annual report on Form 10-K filed with the Commission on October 28, 2002, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. United Natural is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) QUARTER ENDED OCTOBER 31, (In thousands, except per share data) 2002 2001 -------- -------- Net sales $310,993 $280,315 Cost of sales 250,157 225,314 -------- -------- Gross profit 60,836 55,001 -------- -------- Operating expenses 50,843 45,024 Amortization of intangibles 38 64 -------- -------- Total operating expenses 50,881 45,088 -------- -------- Operating income 9,955 9,913 -------- -------- Other expense (income): Interest expense 1,847 1,746 Change in fair value of financial instruments 1,706 3,787 Other, net (238) 44 -------- -------- Total other expense 3,315 5,577 -------- -------- Income before income taxes 6,640 4,336 Income taxes 2,656 1,734 -------- -------- Net income $ 3,984 $ 2,602 ======== ======== Per share data (basic): Net income $ 0.21 $ 0.14 ======== ======== Weighted average basic shares of common stock 19,106 18,665 ======== ======== Per share data (diluted): Net income $ 0.20 $ 0.14 ========= ======== Weighted average diluted shares of common stock 19,434 19,060 ========= ======== UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS OCTOBER 31, JULY 31, (In thousands) 2002 2002 --------- --------- (UNAUDITED) (AUDITED) ASSETS Current assets: Cash $ 4,399 $ 11,184 Accounts receivable, net 86,418 84,303 Notes receivable, trade 474 513 Inventories 150,386 131,932 Prepaid expenses 6,144 4,493 Deferred income taxes 4,612 4,612 Refundable income taxes -- 58 -------- -------- Total current assets 252,433 237,095 Property & equipment, net 92,415 82,702 Other assets: Notes receivable, trade, net 1,365 956 Goodwill, net 45,049 31,399 Covenants not to compete, net 221 248 Deferred taxes 800 800 Other, net 1,453 1,257 -------- -------- Total assets $393,736 $354,457 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable - line of credit $118,186 $106,109 Current installments of long-term debt 1,593 1,658 Current installment of obligations under capital leases 783 1,037 Accounts payable 67,566 52,789 Accrued expenses 20,105 18,185 Financial instruments 7,326 5,620 Income taxes payable 1,838 -- -------- -------- Total current liabilities 217,397 185,398 Long-term debt, excluding current installments 10,867 7,677 Obligations under capital leases, excluding current installments 936 995 Deferred revenue 120 -- -------- -------- Total liabilities 229,320 194,070 -------- -------- Stockholders' equity: Preferred stock, $.01 par value, authorized 5,000 shares; none issued and outstanding Common stock, $.01 par value, authorized 50,000 shares; issued and outstanding 19,110 at October 31, 2002; issued and outstanding 19,106 at July 31, 2002 191 191 Additional paid-in capital 79,716 79,711 Unallocated shares of ESOP (2,054) (2,094) Retained earnings 86,563 82,579 -------- -------- Total stockholders' equity 164,416 160,387 -------- -------- Total liabilities and stockholders' equity $393,736 $354,457 ======== ======== UNITED NATURAL FOODS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
QUARTER ENDED OCTOBER 31, (In thousands) 2002 2001 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,984 $ 2,602 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,370 1,814 Change in fair value of financial instruments 1,706 3,787 Gain (loss) on disposals of property & equipment 9 (3) Deferred income tax benefit -- (287) Provision for doubtful accounts 1,060 513 Changes in assets and liabilities, net of acquired companies: Accounts receivable (227) (9,487) Inventory (4,111) (14,208) Prepaid expenses (1,404) (643) Refundable income taxes 57 366 Other assets 758 (727) Notes receivable, trade 95 141 Accounts payable 9,304 19,532 Accrued expenses 750 6,038 Income taxes payable 1,805 2,006 -------------------- Net cash provided by operating activities 16,156 11,444 -------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of acquired businesses, net of cash acquired (29,960) -- Proceeds from disposals of property and equipment 33 16 Capital expenditures (4,313) (4,360) -------------------- Net cash used in investing activities (34,240) (4,344) -------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under note payable 12,077 12,184 Repayments on long-term debt (470) (20,188) Principal payments of capital lease obligations (312) (299) Proceeds from exercise of stock options 4 119 -------------------- Net cash provided by (used in) financing activities 11,299 (8,184) -------------------- NET DECREASE IN CASH (6,785) (1,084) Cash at beginning of period 11,184 6,393 -------------------- Cash at end of period $ 4,399 $ 5,309 ==================== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 1,823 $ 1,629 ==================== Income taxes, net of refunds $ 819 $ 196 ====================
In 2002 and 2001 the Company incurred $0 and $628, respectively, of capital lease obligations. -----END PRIVACY-ENHANCED MESSAGE-----