-----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, NJ8g1t2WW45RDFi+KDtrZKgD/aVqVxNabI+1O8yh740/zmEWQb9BqG3DFhrdlu1y OVG92F2H7TzyEWAsa884kA== 0001171520-05-000336.txt : 20050902 0001171520-05-000336.hdr.sgml : 20050902 20050901181643 ACCESSION NUMBER: 0001171520-05-000336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050804 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050902 DATE AS OF CHANGE: 20050901 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: 051065745 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 eps1899.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): August 31, 2005 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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. On August 31, 2005, United Natural Foods, Inc. issued a press release to report its financial results for the quarter and year ended July 31, 2005. 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 August 31, 2005: United Natural Foods Reports Record Sales and Earnings Results for the Fourth Quarter and Year Ended July 31, 2005. 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/ Mark Shamber -------------------- Mark Shamber Vice President and Corporate Controller Date: September 1, 2005 EX-99.1 2 ex99-1.txt Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE August 31, 2005 UNITED NATURAL FOODS REPORTS RECORD SALES AND EARNINGS RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED JULY 31, 2005 o Quarterly net sales increased 22% from the fourth quarter of fiscal 2004 to $543.0 million and quarterly net income per diluted share increased 21% to $0.28, excluding special items, and increased 22% to $0.28 per diluted share, including special items. o Annual net sales increased 23% from the full fiscal year 2004 to $2.06 billion and annual net income per diluted share increased 27% from fiscal 2004 to $1.00, excluding special items, and increased 28% to $1.00 per diluted share, including special items. o Comparable wholesale sales growth rates were 19.3% for the quarter and 15.3% for the full year. Dayville, Connecticut -- August 31, 2005 -- United Natural Foods, Inc. (Nasdaq: UNFI) today reported net income of $11.6 million for the fourth quarter of fiscal 2005, ended July 31, 2005, or $0.28 per share on a diluted basis, excluding special items. Net income for the fourth quarter of fiscal 2005, including special items, was $11.8 million, or $0.28 per share on a diluted basis. Net sales for the fourth quarter of fiscal 2005 were $543.0 million, an increase of $96.6 million, or 21.6%, from the $446.4 million recorded in the fourth quarter of fiscal 2004. On a comparable growth analysis, wholesale revenue growth was 19.3% for the current quarter compared to last year. Net income for the fourth quarter of fiscal 2005, excluding the effect of special items, increased 21.6% to $11.6 million, or $0.28 per diluted share, compared to $9.6 million, or $0.23 per diluted share, excluding special items, for the quarter ended July 31, 2004. Net income for the fourth quarter of fiscal 2005, including the effect of special items, increased 23.2% to $11.8 million, or $0.28 per diluted share, compared to $9.6 million, or $0.23 per diluted share, for the quarter ended July 31, 2004. The special items for the fourth quarter of fiscal 2005 included certain costs associated with the opening of the Company's new Greenwood, Indiana facility and the closing of its Hawaii facility. In addition, the fourth quarter included other income related to the early termination of the interest rate swap agreement that was originally entered into in May 2003. There were no special items related to the fourth quarter of fiscal 2004. During the fourth quarter of fiscal 2005, Select Nutrition Distributors, which was acquired in December 2004, and higher fuel costs both had a negative impact on diluted earnings per share. In addition, the Company has experienced higher than expected external costs associated with its compliance efforts under Section 404 of Sarbanes-Oxley. The following table details the amounts and effect of these special items and the reconciliation of net income, excluding special items (Non-GAAP basis), to net income, including special items (GAAP basis) for the quarter ended July 31 2005:
- ------------------------------------------------------------------------------------------------------ Quarter Ended July 31, 2005 Pretax Per diluted (in thousands, except per share data) Income Net of Tax share ------ ---------- ----- Income, excluding special items: $18,116 $11,633 $0.28 Special items - Income/(Expense): Related to the closing of the Hawaii facility (included in operating expenses) (67) (42) (0.00) Related to the opening of the Greenwood, Indiana facility (included in operating expenses) (254) (158) (0.00) Termination of interest rate swap agreement (included in other income, net) 557 346 0.01 - ------------------------------------------------------------------------------------------------------ Income, including special items: $18,352 $11,779 $0.28* ====================================================================================================== * Total reflects rounding
All Non-GAAP numbers have been adjusted to exclude special charges. A description of the Company's use of Non-GAAP information is provided under "Non-GAAP Results" below. Record Year End Results Net income, excluding special items, for the year ended July 31, 2005 increased $9.2 million, or 28.3%, to $41.7 million, or $1.00 per diluted share, from $32.5 million, or $0.79 per diluted share, for the year ended July 31, 2004. Net income, including special items, was $41.6 million, or $1.00 per diluted share, compared to $32.0 million, or $0.78 per diluted share, for the year ended July 31, 2004. Net sales for the year ended July 31, 2005 were $2.06 billion, an increase of 23.3%, or $389.6 million, over the $1.67 billion recorded in the year ended July 31, 2004. On a comparable growth analysis, wholesale division's revenue growth was 15.3% compared to last year. Special items for fiscal 2005 included certain costs associated with closing the Mounds View, Minnesota and Hawaii facilities, and certain costs associated with opening the new Greenwood, Indiana facility. In addition, other income related to the early termination of the interest rate swap agreement, which was originally entered into in May 2003, was recorded in the fourth quarter. Special items for the fiscal year ended July 31, 2004 included non-cash income related to the change in fair value of interest rate swaps and related options agreements caused by favorable changes in yield curves as well as start-up and transition costs of the Wild Oats Markets, Inc. primary distributorship. The following tables detail the amounts and effect of these special items and the reconciliation of net income, excluding special items (Non-GAAP basis), to net income, including special items (GAAP basis) for the years ended July 31, 2005 and 2004:
- ------------------------------------------------------------------------------------------------------------ Year Ended July 31, 2005 Pretax Per diluted (in thousands, except per share data) Income Net of Tax share ------ ---------- ----- Income, excluding special items: $67,284 $41,716 $1.00 Special items - Income (Expense): Related to the closing of the Mounds View, Minnesota facility (included in operating expenses) (456) (283) (0.01) Related to the closing of the Hawaii facility (included in operating expenses) (67) (42) (0.00) Related to the opening of the Greenwood, Indiana facility (included in operating expenses) (266) (165) (0.00) Termination of interest rate swap agreement (included in other income, net) 557 346 0.01 - ------------------------------------------------------------------------------------------------------------ Income, including special items: $67,052 $41,572 $1.00 ============================================================================================================ - ------------------------------------------------------------------------------------------------------------ Year Ended July 31, 2004 Pretax Per diluted (in thousands, except per share data) Income Net of Tax share ------ ---------- ----- Income, excluding special items: $53,293 $32,509 $0.79 Special items - Income (Expense): Wild Oats Markets, Inc. primary distributorship transition related costs (included in operating expenses) (1,561) (952) (0.02) Interest rate swap and related option agreements (change in fair value of financial instruments) 704 429 0.01 - ------------------------------------------------------------------------------------------------------------ Income, including special items: $52,436 $31,986 $0.78 ============================================================================================================
All non-GAAP numbers have been adjusted to exclude special charges. A description of the Company's use of non-GAAP information is provided under "Non-GAAP Results" below. Comments from Management "I am very pleased with our Company's financial and operating performance in fiscal 2005," commented Steven Townsend, Chairman and Chief Executive Officer. "These results reflect the success of our sales and marketing strategies which enabled us to achieve solid growth across our three primary distribution channels. We remain focused on serving a growing customer base and are pleased that we achieved strong year over year growth in all channels. In addition, we continue to leverage our expenses, as we saw a 57 basis point improvement in our operating expenses, in spite of the higher fuel costs and Sarbanes-Oxley compliance costs that have been experienced. Overall, we realized solid increases in net sales, net income and earnings per share, which further indicates that our operating strategies are on target. We were also able to strengthen our financial position and solidify our balance sheet. At the same time, we continued to strengthen our industry presence by entering new channels of business and fostering several new business relationships." Mr. Townsend added, "As we look ahead, we are excited about our Company's prospects for fiscal 2006 and beyond. Our efforts remain focused on helping our customers be more successful in their marketplace while maintaining our position as America's premier certified organic distributor. To ensure that United Natural Foods is well positioned to capitalize on favorable growth opportunities in the natural and organic foods industry, we will continue to invest in our people, facilities, equipment and new technologies." Conference Call Management will conduct a conference call and audio webcast at 11:00 a.m. EDT on August 31, 2005 to review the Company's quarterly and annual results, market trends and future outlook. The conference call dial-in number is (303) 262-2131. The audio webcast will be available, on a listen only basis, via the Internet at http://www.earnings.com or at the Investor Relations section of the Company's website, http://www.unfi.com. Please allow extra time to 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 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 http://www.unfi.com. Financial Tables Follow 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) 827-3772 "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 generally accepted accounting principles ("GAAP") basis, 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 generally accepted accounting principles in the United States of America. A comparison and reconciliation from non-GAAP to GAAP results is included in the tables within this release. UNITED NATURAL FOODS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data)
Quarters ended Years ended July 31, July 31, ---------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales $ 542,981 $ 446,422 $ 2,059,568 $ 1,669,952 Cost of sales 437,652 358,500 1,664,523 1,339,496 ------------ ------------ ------------ ------------ Gross profit 105,329 87,922 395,045 330,456 ------------ ------------ ------------ ------------ Operating expenses 85,857 70,960 321,685 270,666 Restructuring charge -- -- 170 -- Amortization of intangibles 169 164 660 1,306 ------------ ------------ ------------ ------------ Total operating expenses 86,026 71,124 322,515 271,972 ------------ ------------ ------------ ------------ Operating income 19,303 16,798 72,530 58,484 ------------ ------------ ------------ ------------ Other expense (income): Interest expense 1,682 1,275 6,568 7,265 Change in fair value of financial instruments -- -- -- (704) Other income, net (731) (154) (1,090) (513) ------------ ------------ ------------ ------------ Total other expense 951 1,121 5,478 6,048 ------------ ------------ ------------ ------------ Income before income taxes 18,352 15,677 67,052 52,436 Income taxes 6,573 6,114 25,480 20,450 ------------ ------------ ------------ ------------ Net income $ 11,779 $ 9,563 $ 41,572 $ 31,986 ============ ============ ============ ============ Per share data (basic): Net income $ 0.29 $ 0.24 $ 1.02 $ 0.81 ============ ============ ============ ============ Weighted average basic shares of common stock 41,139 39,993 40,639 39,471 ============ ============ ============ ============ Per share data (diluted): Net income $ 0.28 $ 0.23 $ 1.00 $ 0.78 ============ ============ ============ ============ Weighted average diluted shares of common stock 41,951 41,623 41,607 41,025 ============ ============ ============ ============
UNITED NATURAL FOODS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except per share data)
July 31, July 31, 2005 2004 ---------- ---------- ASSETS Current assets: Cash $ 12,615 $ 13,633 Accounts receivable, net 136,472 106,178 Notes receivable, trade, net 877 772 Inventories 235,700 196,171 Prepaid expenses and other current assets 9,811 7,007 Deferred income taxes 7,419 7,610 ---------- ---------- Total current assets 402,894 331,371 Property & equipment, net 167,909 114,140 Other assets: Goodwill 73,808 57,242 Notes receivable, trade, net 1,802 1,601 Intangible assets, net 307 154 Other 4,538 4,259 ---------- ---------- Total assets $ 651,258 $ 508,767 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable - line of credit $ 123,574 $ 107,004 Accounts payable 119,177 80,875 Accrued expenses and other current liabilities 34,915 29,501 Current portion of long-term debt 5,843 4,766 ---------- ---------- Total current liabilities 283,509 222,146 Long-term debt, excluding current portion 64,852 43,978 Deferred income taxes 6,904 7,730 Other long-term liabilities 474 137 ---------- ---------- Total liabilities 355,739 273,991 ---------- ---------- Commitments and contingencies Stockholders' equity: Preferred stock, $0.01 par value, authorized 5,000 shares; none issued and outstanding -- -- Common stock, $0.01 par value, authorized 50,000 shares; issued and outstanding 41,287 and 40,118 at July 31, 2005 and 2004, respectively 413 401 Additional paid-in capital 120,354 101,118 Unallocated shares of Employee Stock Ownership Plan (1,605) (1,768) Accumulated other comprehensive income -- 240 Retained earnings 176,357 134,785 ---------- ---------- Total stockholders' equity 295,519 234,776 ---------- ---------- Total liabilities and stockholders' equity $ 651,258 $ 508,767 ========== ==========
UNITED NATURAL FOODS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Years ended July 31, ------------------------ 2005 2004 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 41,572 $ 31,986 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 13,573 11,660 Change in fair value of financial instruments -- (704) Gains on disposals of property & equipment (29) (95) Deferred income taxes 1,763 3,724 Provision for doubtful accounts 2,471 3,586 Stock-based compensation 162 -- Changes in assets and liabilities, net of acquired companies: Accounts receivable (27,437) (19,653) Inventory (34,645) (37,801) Prepaid expenses and other assets (3,291) (913) Notes receivable, trade (306) (527) Accounts payable 32,219 13,688 Accrued expenses and other current liabilities 4,199 3,202 Financial instruments -- (5,400) Tax effect of stock options 8,095 6,213 ---------- ---------- Net cash provided by operating activities 38,346 8,966 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (65,951) (23,851) Purchases of acquired businesses, net of cash acquired (16,615) (6) Proceeds from disposals of property and equipment 242 244 ---------- ---------- Net cash used in investing activities (82,324) (23,613) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt, net 30,288 10,204 Proceeds from exercise of stock options 10,991 9,043 Net borrowings under note payable 10,850 10,834 Repayments on long-term debt (8,438) (4,522) Principal payments of capital lease obligations (731) (924) ---------- ---------- Net cash provided by financing activities 42,960 24,635 ---------- ---------- NET (DECREASE) INCREASE IN CASH (1,018) 9,988 Cash at beginning of period 13,633 3,645 ---------- ---------- Cash at end of period $ 12,615 $ 13,633 ========== ========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 7,006 $ 7,074 ========== ========== Income taxes, net of refunds $ 16,609 $ 9,851 ========== ==========
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