-----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, IXUfkmB6iJsAm9Krh6GZQtOIaL69//Qih2CXhGegnkpLcyhycAC46aTIfeE1xz/S GvjPr5eBuyVpFEuNvF8NsA== 0001171520-05-000268.txt : 20050713 0001171520-05-000268.hdr.sgml : 20050713 20050713163131 ACCESSION NUMBER: 0001171520-05-000268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050713 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050713 DATE AS OF CHANGE: 20050713 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: 05952624 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 eps1863.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): July 13, 2005 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operations and Financial Condition. The following information is being furnished under Item 2.02-Results of Operations and Financial Condition. This information, including the exhibit attached hereto, shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, regardless of any general incorporation language in such filing. By furnishing this information, United Natural Foods, Inc. makes no admission as to the materiality of any information in this Current Report, including the exhibit attached hereto. On July 13, 2005, United Natural Foods, Inc. issued a press release to provide its financial outlook for the fiscal year ending July 31, 2006, and to announce the acquisition of substantially all of the assets of Roots & Fruits Cooperative, a privately-owned natural foods distributor of fresh produce and perishables. The press release is furnished as Exhibit 99.1 hereto. Item 9.01. 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 July 13, 2005: United Natural Foods, Inc. Provides Fiscal 2006 Outlook and Announces Acquisition of Roots & Fruits Cooperative. 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/ Rick D. Puckett ----------------------------- Rick D. Puckett Vice President, Treasurer and Chief Financial Officer Date: July 13, 2005 EX-99.1 2 ex99-1.txt Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] FOR IMMEDIATE RELEASE July 13, 2005 UNITED NATURAL FOODS, INC. PROVIDES FISCAL 2006 OUTLOOK AND ANNOUNCES ACQUISITION OF ROOTS & FRUITS COOPERATIVE Revenues Expected to Increase 10% - 15% to $2.25 Billion - $2.35 Billion Earnings Per Diluted Share Expected to Increase 15% - 20% to $1.14 - $1.19 Dayville, Connecticut - July 13, 2005 -- United Natural Foods, Inc., (Nasdaq: UNFI) today provided its financial outlook for the fiscal year ending July 31, 2006 and announced the acquisition of substantially all of the assets of Roots & Fruits Cooperative, a privately-owned natural foods distributor of fresh produce and perishables. For the fiscal year ending July 31, 2006, revenues are expected to increase approximately 10% to 15% from expected fiscal 2005 levels to a range of $2.25 billion to $2.35 billion. Fiscal year 2006 earnings per diluted share, excluding potential special items and the expensing of options, is expected to be in the range of $1.14 to $1.19 per share, an increase of 15% to 20% over expected fiscal 2005 levels, excluding special items. The expected cost impact for expensing options pursuant to the requirements of FAS 123R, which is effective with the first quarter of fiscal 2006, ending October 31, 2005, will be provided with the release of the Company's results for fiscal 2005. Special items may include labor, moving and other costs related to the expansion of the Company's distribution facilities. However, at this time the Company does not know the extent or significance of these items or whether the Company will in fact incur any of these or other special items in fiscal 2006. The Company's guidance is based on a number of assumptions, which are subject to change and many of which are outside the control of the Company. If any of these assumptions vary, the Company's guidance may change. There can be no assurance that the Company will achieve these results. A description of the Company's use of non-GAAP information is provided under "Non-GAAP Results" below. Capitalizing on the ongoing strength and growth of the natural foods industry, the Company expects to continue to invest in its people, facilities, equipment and new technologies during fiscal year 2006. Capital expenditures are expected to be in the range of $30 million to $35 million during fiscal year 2006. Steven Townsend, United Natural Foods' Chairman and Chief Executive Officer said, "We continue to build solid momentum in the growth of our business and the natural foods market continues to be strong. Our long-term strategy and commitment to excel in the distribution of natural and organic foods continues to yield strong results. Looking ahead to fiscal 2006, we remain focused on continually improving our service levels to all customers while providing the highest quality standards, product assortments and value-added support services in the industry." Roots & Fruits Cooperative Acquisition United Natural Foods also announced today that its wholly-owned subsidiary, Albert's Organics, Inc., has completed the acquisition of substantially all of the assets of Roots & Fruits Cooperative, a Minnesota-based organic wholesale distributor of fresh produce and other quality perishables. In operation since 1978, Roots & Fruits has annualized revenues of approximately $20 million and distributes to approximately 500 customers in the upper Midwest region of the U.S. Roots & Fruits will become a member of the Albert's Organics Family of Companies. Terms of the acquisition were not disclosed. "We are extremely pleased that Roots & Fruits has chosen to join United Natural Foods," commented Mr. Townsend. "We will look to bring new products and services to their well established customer base. With the addition of Roots & Fruits, United Natural Foods will strengthen our position in the Midwest which will provide opportunities for improving operating efficiencies and additional economies of scale." United Natural Foods expects that the acquisition will be slightly dilutive to earnings per share for the fourth quarter of fiscal 2005, and neutral to accretive for fiscal 2006 and accretive thereafter. About United Natural Foods United Natural Foods, Inc. carries and distributes more than 40,000 products to more than 20,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators and the food service channel. For more information on United Natural Foods, Inc., visit the Company's website at www.unfi.com. AT THE COMPANY: FINANCIAL RELATIONS BOARD - -------------------------------------------------------------------------------- Rick Puckett Joseph Calabrese Chief Financial Officer General Information (860) 779-2800 (212) 445-8434 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that 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 quarterly report on Form 10-Q filed with the Commission on June 9, 2005, 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. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so. Non-GAAP Results: To supplement its financial statements presented on a basis of generally accepted accounting principles in the United States of America (GAAP), the Company uses non-GAAP additional measures of operating results, net earnings and earnings per share adjusted to exclude special charges. The Company believes that the use of these additional measures is appropriate to enhance an overall understanding of its past financial performance and also its prospects for the future as these special charges are not expected to be part of the Company's ongoing business. The adjustments to the Company's GAAP results are made with the intent of providing both management and investors with a more complete understanding of the underlying operational results and trends and its marketplace performance. For example, these adjusted non-GAAP results are among the primary indicators management uses as a basis for its planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings or diluted earnings per share prepared in accordance with GAAP. -----END PRIVACY-ENHANCED MESSAGE-----