-----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, Hl8zYSofeRtsZaDJusi3d8iU2oVoXT+jD5QVwE4N0XXYELlpysYWiYhMXFcmr/qk YiTyhjZoA1xtRyPz4E8yJg== 0001171520-07-000782.txt : 20071121 0001171520-07-000782.hdr.sgml : 20071121 20071121110557 ACCESSION NUMBER: 0001171520-07-000782 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071120 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 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: 0802 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 071261896 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 eps2736.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): November 20, 2007 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 under this Item 2.02 of 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 November 20, 2007, United Natural Foods, Inc. issued a press release to report its financial results for the quarter ended October 27, 2007. 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) Shell Company Transactions: Not Applicable (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated November 20, 2007: United Natural Foods Announces Diluted EPS of $0.32 and Revenues of $736.4 Million on 13.9% Growth for the First Quarter of Fiscal 2008. 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 E. Shamber ------------------------- Mark E. Shamber Vice President and Chief Financial Officer Date: November 21, 2007 EX-99.1 2 ex99-1.txt EARNINGS RELEASE Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] IMMEDIATE RELEASE November 20, 2007 UNITED NATURAL FOODS ANNOUNCES DILUTED EPS OF $0.32 AND REVENUES OF $736.4 MILLION ON 13.9% GROWTH FOR THE FIRST QUARTER OF FISCAL 2008 Updates Fiscal 2008 Guidance to Reflect Projected Impact of Millbrook Acquisition Dayville, Connecticut - November 20, 2007 -- United Natural Foods, Inc. (Nasdaq: UNFI) (the "Company") today reported net sales for the first quarter of fiscal 2008, ended October 27, 2007, of $736.4 million, an increase of $90.0 million, or 13.9%, from the $646.4 million in net sales recorded in the first quarter of fiscal 2007. The supernatural channel of the wholesale segment contributed to the increase in net sales, showing a comparable growth rate of approximately 22%. The Company reported net income of $13.6 million, or $0.32 per diluted share, for the first quarter of fiscal 2008. Net income for the first quarter of fiscal 2007 was $12.4 million, or $0.29 per diluted share. Gross margin was 18.4% for the first quarter of fiscal 2008, which represents a 72 basis point decline from the gross margin of 19.1% for the first quarter of fiscal 2007. The decline in gross margin was due primarily to new customer contracts combined with a shift in the mix of customer growth. Operating expenses as a percentage of net sales during the first quarter of fiscal 2008 decreased by 43 basis points to 15.1% of net sales, or $111.3 million, and were negatively impacted by $2.3 million in operating expenses related to start-up activities at the Company's Sarasota, Florida and Portland, Oregon area distribution facilities. The Sarasota, Florida facility commenced shipments in September 2007, and the Portland, Oregon area facility is expected to commence operations in early December 2007. For the quarter ended October 28, 2006, operating expenses were $100.4 million, or 15.5% of net sales. In the quarter ended October 27, 2007, the Company recorded share-based compensation expense of $1.0 million in accordance with Statement of Financial Accounting Standard No. 123R, Share-Based Payment, which was consistent with the same period in fiscal 2007. The Company's results for the first quarter of fiscal 2008 do not reflect the Company's recent acquisition of Millbrook Distribution Services, Inc. ("Millbrook"), which closed on November 2, 2007. "We are pleased to announce that first quarter sales came in near the top end of our 11% to 14% growth forecast and that operating results were solid despite $2.3 million of start-up costs related to expansion of our distribution center network" said Michael Funk, President and Chief Executive Officer. "With the Sarasota, Florida facility now open, and the Portland, Oregon area facility expected to open in early December, we look forward to realizing the transportation savings and operational efficiencies expected to be provided by these facilities in the second half of the fiscal year." Mr. Funk added, "At this time, we continue to implement strategies designed to grow and diversify our business and recently closed on the acquisition of Millbrook. This opportunity is consistent with our long-term plans to expand our presence in the Specialty Foods segment and enhance the breadth of our products, resources and distribution network. We're excited to welcome Millbrook, its customers and associates to our organization." Updates Fiscal 2008 Guidance to Reflect Projected Impact of Millbrook Acquisition The Company is raising its net sales guidance for fiscal 2008, ending August 2, 2008, to reflect the recent acquisition of Millbrook, which closed on November 2, 2007. Fiscal 2008 projected revenues are expected to increase to $3.27 to $3.35 billion, representing an increase of 19% to 22% over net sales in fiscal 2007. Previously, the Company had announced net sales guidance from $3.05 to $3.13 billion, reflecting net sales growth of 11% to 14%. At this time, the Company expects fiscal 2008 U.S. GAAP earnings per diluted share guidance to remain in the range of $1.40 to $1.45 per share, an increase of 19% to 24% over fiscal 2007. The Company expects the Millbrook acquisition to be dilutive by approximately $0.04 in the second quarter of fiscal 2008, and neutral to slightly accretive for the remainder of fiscal 2008. The Company's guidance is based on a number of assumptions, which are subject to change and many of which are outside the Company's control. If any of these assumptions vary, the Company's guidance may change. There can be no assurance that the Company will achieve these results. Conference Call Management will conduct a conference call and audio webcast at 11:00 a.m. EST on November 20, 2007 to review the Company's quarterly results, market trends and future outlook. The conference call dial-in number is (303) 262-2004. An audio webcast of the conference call will be available to the public, on a listen-only basis, via the Internet at www.earnings.com or at the Investor Relations section of the Company's website at www.unfi.com. Please allow extra time prior to the call to visit the site and download the necessary software 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 17,000 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. United Natural Foods, Inc. was ranked by Forbes in 2005 as one of the "Best Managed Companies in America," ranked by Fortune in 2006 and 2007 as one of its "Most Admired Companies," and ranked by Business Ethics as one of its "100 Best Corporate Citizens for 2006." 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 - -------------------------------------------------------------------------------- Mark Shamber 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 annual report on Form 10-K filed with the Commission on September 26, 2007, 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. UNITED NATURAL FOODS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) Quarters ended ---------------------------- October 27, October 28, 2007 2006 ------------ ------------ Net sales $ 736,389 $ 646,433 Cost of sales 600,918 522,861 ------------ ------------ Gross profit 135,471 123,572 ------------ ------------ Operating expenses 111,266 100,432 ------------ ------------ Total operating expenses 111,266 100,432 ------------ ------------ Operating income 24,205 23,140 ------------ ------------ Other expense (income): Interest expense 2,891 2,911 Interest income (179) (114) Other, net 69 (28) ------------ ------------ Total other expense 2,781 2,769 ------------ ------------ Income before income taxes 21,424 20,371 Provision for income taxes 7,863 7,945 ------------ ------------ Net income $ 13,561 $ 12,426 ============ ============ Basic per share data: Net income $ 0.32 $ 0.29 ============ ============ Weighted average basic shares of common stock 42,610 42,147 ============ ============ Diluted per share data: Net income $ 0.32 $ 0.29 ============ ============ Weighted average diluted shares of common stock 42,829 42,599 ============ ============ UNITED NATURAL FOODS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except per share data)
October 27, July 28, 2007 2007 ----------- ----------- ASSETS - ------ Current assets: Cash and cash equivalents $ 19,446 $ 17,010 Accounts receivable, net 174,021 160,329 Notes receivable, trade, net 6,965 1,836 Inventories 364,876 312,377 Prepaid expenses and other current assets 11,050 8,199 Assets held for sale 5,935 5,935 Deferred income taxes 9,474 9,474 ----------- ----------- Total current assets 591,767 515,160 Property and equipment, net 193,195 185,083 Other assets: Goodwill 79,903 79,903 Notes receivable, trade, net 2,129 2,647 Intangible assets, net 9,121 8,552 Other 8,649 9,553 ----------- ----------- Total assets $ 884,764 $ 800,898 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 152,500 $ 134,576 Notes payable 173,118 120,000 Accrued expenses and other current liabilities 37,511 37,132 Current portion of long-term debt 6,702 6,934 ----------- ----------- Total current liabilities 369,831 298,642 Long-term debt, excluding current portion 63,458 65,067 Deferred income taxes 9,273 9,555 Other long-term liabilities 1,094 839 ----------- ----------- Total liabilities 443,656 374,103 ----------- ----------- Stockholders' equity: Preferred stock, $0.01 par value, authorized 5,000 shares at October 27, 2007 and July 28, 2007; none issued and outstanding -- -- Common stock, $0.01 par value, authorized 100,000 shares; 43,059 issued and 42,831 outstanding shares at October 27, 2007; 43,051 issued and 42,822 outstanding shares at July 28, 2007 431 431 Additional paid-in capital 164,649 163,473 Unallocated shares of Employee Stock Ownership Plan (1,162) (1,203) Treasury stock (6,092) (6,092) Accumulated other comprehensive (loss) income (66) 399 Retained earnings 283,348 269,787 ----------- ----------- Total stockholders' equity 441,108 426,795 ----------- ----------- Total liabilities and stockholders' equity $ 884,764 $ 800,898 =========== ===========
UNITED NATURAL FOODS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Three months ended -------------------------- October 27, October 28, 2007 2006 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 13,561 $ 12,426 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 4,678 4,555 Loss on disposals of property and equipment 8 5 Deferred income taxes (101) -- Provision for doubtful accounts 472 660 Share-based compensation 1,004 954 Gain on forgiveness of loan (157) -- Changes in assets and liabilities, net of acquisitions: Accounts receivable (14,164) (17,450) Inventories (52,246) (42,955) Prepaid expenses and other assets (2,693) (6,585) Notes receivable, trade 389 264 Accounts payable 29,828 30,729 Accrued expenses and other current liabilities 462 150 ----------- ----------- Net cash used in operating activities (18,959) (17,247) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (12,623) (4,760) Purchases of acquired businesses, net of cash acquired (686) (28) Payment for loans receivable (5,000) -- Proceeds from disposals of property and equipment -- 19 ----------- ----------- Net cash used in investing activities (18,309) (4,769) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) under note payable 32,500 (7,006) Increase in bank overdraft 8,714 5,816 Repayments of long-term debt (1,684) (1,458) Proceeds from exercise of stock options 134 2,152 Tax benefit from exercises of stock options 40 874 Proceeds from issuance of long-term debt -- 10,000 ----------- ----------- Net cash provided by financing activities 39,704 10,378 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,436 (11,638) Cash and cash equivalents at beginning of period 17,010 20,054 ----------- ----------- Cash and cash equivalents at end of period $ 19,446 $ 8,416 =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest paid, net of amounts capitalized $ 2,779 $ 2,996 =========== =========== Federal and state income taxes paid, net of refunds $ 7,956 $ 2,639 =========== ===========
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