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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): September 3,1998
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United Natural Foods, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-21531 05-0376157
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(Commission File Number) (I.R.S. Employer Identification No.)
260 Lake Road
Dayville, CT 06241
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(Address of Principal Executive Offices) (Zip Code)
(860) 779-2800
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 3, 1998, United Natural Foods, Inc. (the "Company") announced
results for the fourth quarter and year ended July 31, 1998 in a press release.
The complete text and statements of income in this press release are included in
this Form 8-K as exhibits 99.1 and 99.2, respectively, and are incorporated
herein by reference.
On September 10, 1998, the Company announced in a press release that it has
entered into an a definitive agreement to acquire 100% of the outstanding stock
of Albert's Organics, Inc. The Board of Directors of the Company and the owners
of Albert's Organics have approved the transaction, which is scheduled to close
on September 30, 1998. The complete text of this press release is included in
this Form 8-K as exhibit 99.3, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Press release dated September 3, 1998.
99.2 Consolidated Statements of Income of United Natural Foods, Inc. for the
quarter and year ended July 31, 1998 (unaudited).
99.3 Press release dated September 10, 1998.
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SIGNATURE
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.
Date: September 11, 1998 UNITED NATURAL FOODS, INC.
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(Registrant)
By: /s/ Robert T. Cirulnick
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Robert T. Cirulnick
Chief Financial Officer
and Principal Accounting
Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release dated September 3, 1998.
99.2 Consolidated Statements of Income of United Natural Foods, Inc.
for the quarter and year ended July 31, 1998 (unaudited).
99.3 Press release dated September 10, 1998.
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EXHIBIT 99.1
Thursday September 3, 8:49 am Eastern Time
COMPANY PRESS RELEASE
SOURCE: United Natural Foods, Inc.
UNITED NATURAL FOODS, INC. FOURTH QUARTER NET INCOME INCREASES 29.1%
DAYVILLE, Conn., Sept. 3 /PRNewswire/ -- United Natural Foods, Inc. (Nasdaq:
UNFI - news) today announced results for the quarter and year ended July 31,
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1998. All per share information is on a diluted basis.
Net sales in the fourth quarter of fiscal 1998 increased 12.5% to $190.0 million
from $168.9 million in the same period in fiscal 1997. Net income increased
29.1% to $4.4 million, or $0.25 per share for the fourth quarter of fiscal 1998,
compared to $3.4 million, or $0.20 per share, for the same period in fiscal
1997. Also, during the quarter the Company incurred $0.7 million ($0.4 million
net of tax) related to relocation and start-up costs for the new expanded Denver
distribution and Central Region headquarters facility. Excluding these costs,
net income would have increased 40.2% to $4.8 million, or $0.27 per share.
Net sales for fiscal 1998 increased 14.8% to $728.9 million from $634.8 million
in fiscal 1997. Net income before extraordinary item for fiscal 1998 increased
25.8% to $13.1 million, or $0.74 per share, compared to $10.4 million, or $0.63
per share for fiscal 1997. Excluding merger, relocation and start-up costs, net
income before extraordinary item would have increased 68.5% to $17.5 million, or
$0.99 per share.
Commenting on the period, Norman Cloutier, Chairman and CEO said, "We are very
proud of the Company's performance in the fourth quarter of fiscal 1998. We hope
to continue this strong performance through fiscal 1999 by sharpening our focus
on the customer and by emphasizing teamwork, best practices and the leveraging
of technology across our business."
United Natural Foods, Inc. distributes over 26,000 products to more than 6,500
customers in 46 states. The Company serves a wide variety of retail formats
including conventional supermarket chains, natural product superstores and
independent retail operators.
This press release contains forward-looking statements. Actual results may
differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to
materially differ from those in the forward-looking statements is contained in
the Company's SEC filings, including its periodic reports filed under the
Securities Exchange Act of 1934, as amended (copies of which are available upon
request from the Company's investor relations department).
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EXHIBIT 99.2
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
JULY 31, JULY 31,
(In thousands, except
per share data) 1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales $189,970 $168,867 $728,910 $634,825
Cost of sales 149,513 135,281 578,575 507,547
Gross profit 40,457 33,586 150,335 127,278
Operating expenses 31,352 26,868 116,042 103,885
Merger expenses -- -- 4,064 --
Amortization of intangibles 347 265 1,185 1,060
Total operating expenses 31,699 27,133 121,291 104,945
Operating income 8,758 6,453 29,044 22,333
Other expense (income):
Interest expense 1,489 1,231 5,157 5,976
Other, net (232) (208) (778) (679)
Total other expense 1,257 1,023 4,379 5,297
Income before income taxes
and extraordinary item 7,501 5,430 24,665 17,036
Income taxes 3,067 1,996 11,580 6,636
Income before
extraordinary item 4,434 3,434 13,085 10,400
Extraordinary item - loss on
early extinguishment
of debt, net of income
tax benefit of $662 -- -- -- 933
Net income $ 4,434 $ 3,434 $ 13,085 $ 9,467
Pro forma additional
income tax expense -- 222 320 401
Pro forma net income before
extraordinary item $ 4,434 $ 3,212 $ 12,765 $ 9,999
Per share data (basic):
Income before extraordinary item $ 0.25 $ 0.20 $ 0.75 $ 0.64
Extraordinary item - loss on
early extinguishment
of debt, net of income
tax benefit of $662 -- -- -- 0.06
Net income $ 0.25 $ 0.20 $ 0.75 $ 0.58
Pro forma net income before
extraordinary item $ 0.25 $ 0.19 $ 0.73 $ 0.61
Weighted average basic
shares of common stock 17,784 17,357 17,467 16,367
Per share data (diluted):
Income before extraordinary item $ 0.25 $ 0.20 $ 0.74 $ 0.63
Extraordinary item -
loss on early extinguishment
of debt, net of income
tax benefit of $662 -- -- -- 0.06
Net income $ 0.25 $ 0.20 $ 0.74 $ 0.57
Pro forma net income
before extraordinary item $ 0.25 $ 0.18 $ 0.72 $ 0.60
Weighted average diluted
shares of common stock 18,153 17,601 17,798 16,553
</TABLE>
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EXHIBIT 99.3
Thursday September 10, 8:35 am Eastern Time
COMPANY PRESS RELEASE
SOURCE: United Natural Foods, Inc.
UNITED NATURAL FOODS ANNOUNCES AGREEMENT TO ACQUIRE ALBERT'S ORGANICS INC.
DAYVILLE, Conn., Sept. 10 /PRNewswire/ - United Natural Foods, Inc. (Nasdaq:
UNFI - news) today announced that it has entered into a definitive agreement to
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acquire 100% of the outstanding stock of Albert's Organics, Inc. The Board of
Directors of United and the owners of Albert's have approved the transaction,
which is scheduled to close on September 30, 1998.
Albert's Organics Inc. is the largest wholesale distributor of organically grown
fruits and vegetables in the United States with sales of nearly $50 million in
1997. The company operates three produce warehouses in Los Angeles/Calif.,
Bridgeport/N.J., and Winter Haven/Fla., from which it serves 800 customers in
the southwestern United States and entire Eastern seaboard with 450 fresh
produce and perishable items. Albert's customers include independent natural
product retailers as well as a growing number of conventional supermarket
chains.
Norman Cloutier, Chairman and Chief Executive Officer of United Natural Foods,
expressed his enthusiasm for the Albert's acquisition. "The addition of
Albert's Organics is very complementary to the existing businesses of United
Natural Foods. Albert's expertise in the sourcing and handling of organic
produce will greatly enhance our limited offering in these areas while our
national sales force and distribution resources can further leverage their core
competencies. There are numerous cross selling opportunities that we have
identified and we look forward to offering our customers the widest selection of
organic products in the industry."
United Natural Foods, Inc. distributes over 26,000 products to more than 6,500
customers in 46 states. The company reported net sales of $729 million in the
recent fiscal year ending July 31, 1998.
This press release contains forward-looking statements. Actual results may
differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to
materially differ from those in the forward-looking statements is contained in
the Company's SEC filings, including its periodic reports filed under the
Securities Exchange Act of 1934, as amended (copies of which are available upon
request from the Company investor relations department).
