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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-21531
UNITED NATURAL FOODS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 05-0376157
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
260 Lake Road
Dayville, CT 06241
(Address of Principal Executive Offices, Including Zip Code)
Registrant's Telephone Number, Including Area Code: (860) 779-2800
-------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes X No
--- ---
As of March 8, 2000, there were 18,259,678 shares of the Registrant's Common
Stock, $0.01 par value per share, outstanding.
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<PAGE>
UNITED NATURAL FOODS, INC.
FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2000
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of January 31, 2000 and July 31, 1999 3
Consolidated Statements of Operations for the three and six months ended
January 31, 2000 and 1999 4
Consolidated Statements of Cash Flows for the six months ended January 31,
2000 and 1999 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 7-17
Item 3. Quantitative and Qualitative Disclosure About Market Risk 17
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 17-18
Signatures 19
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
-----------
(In thousands, except per share amounts) JANUARY 31, 2000 JULY 31, 1999
---------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 3,764 $ 2,845
Accounts receivable, net of allowance of $2,706 and $2,297,
respectively 76,095 60,612
Notes receivable, trade 904 1,096
Inventories 111,936 90,725
Prepaid expenses 5,410 5,660
Deferred income taxes 1,922 1,765
Refundable income taxes 8,548 3,939
--------- ---------
Total current assets 208,579 166,642
Property & equipment, net 42,726 43,784
Other assets:
Notes receivable, trade, net 234 333
Goodwill, net 25,843 26,250
Covenants not to compete, net 249 328
Other, net 943 564
--------- ---------
Total assets $ 278,574 $ 237,901
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - line of credit $ 71,006 $ 41,154
Current installments of long-term debt 3,644 3,682
Current installment of obligations under capital leases 509 833
Accounts payable 47,515 33,442
Accrued expenses 15,745 13,706
--------- ---------
Total current liabilities 138,419 92,817
Long-term debt, excluding current installments 23,310 24,370
Deferred income taxes 1,809 712
Obligations under capital leases, excluding current installments 1,819 1,421
--------- ---------
Total liabilities 165,357 119,320
--------- ---------
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 18,260 at January 31, 2000;
issued and outstanding 18,249 at July 31, 1999 183 182
Additional paid-in capital 67,839 67,740
Unallocated shares of ESOP (2,502) (2,584)
Retained earnings 47,697 53,243
--------- ---------
Total stockholders' equity 113,217 118,581
--------- ---------
Total liabilities and stockholders' equity $ 278,574 $ 237,901
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JANUARY 31, JANUARY 31,
----------- -----------
(In thousands, except per share data) 2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 231,375 $ 215,748 $ 449,830 $ 415,637
Cost of sales 189,204 169,540 367,207 326,815
--------- --------- --------- ---------
Gross profit 42,171 46,208 82,623 88,822
--------- --------- --------- ---------
Operating expenses 45,565 35,415 86,175 68,240
Restructuring and asset impairment charges 2,420 705 2,420 705
Amortization of intangibles 203 313 550 599
--------- --------- --------- ---------
Total operating expenses 48,188 36,433 89,145 69,544
--------- --------- --------- ---------
Operating (loss) income (6,017) 9,775 (6,522) 19,278
--------- --------- --------- ---------
Other expense (income):
Interest expense 1,640 1,553 2,907 3,069
Other, net (130) (183) (205) (359)
--------- --------- --------- ---------
Total other expense 1,510 1,370 2,702 2,710
--------- --------- --------- ---------
(Loss) income before income (benefit) taxes (7,527) 8,405 (9,224) 16,568
Income (benefit) taxes (2,999) 3,489 (3,678) 6,873
--------- --------- --------- ---------
Net (loss) income $ (4,528) $ 4,916 $ (5,546) $ 9,695
========= ========= ========= =========
Per share data (basic):
Net (loss) income $ (0.25) $ 0.27 $ (0.30) $ 0.53
========= ========= ========= =========
Weighted average shares of common stock 18,260 18,175 18,260 18,175
========= ========= ========= =========
Per share data (diluted):
Net (loss) income $ (0.25) $ 0.27 $ (0.30) $ 0.52
========= ========= ========= =========
Weighted average shares of common stock 18,260 18,538 18,260 18,538
========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JANUARY 31,
--------------------
(In thousands) 2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (5,546) $ 9,695
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Depreciation and amortization 3,807 3,272
Loss on disposals of property & equipment 1,550 192
Deferred income tax benefit (expense) 941 (220)
Provision for doubtful accounts 969 904
Changes in assets and liabilities, net of acquired companies:
Accounts receivable (16,452) (10,294)
Inventory (21,210) (8,113)
Prepaid expenses 249 (1,399)
Refundable income taxes (4,609) (1,247)
Other assets (298) 552
Notes receivable, trade 291 (77)
Accounts payable 14,073 (2,377)
Accrued expenses 2,039 31
-------- --------
Net cash used in operating activities (24,196) (9,081)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchases of subsidiaries, net of cash acquired -- (8,888)
Proceeds from disposals of property and equipment 25 47
Capital expenditures (3,323) (2,879)
-------- --------
Net cash used in investing activities (3,298) (11,720)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under note payable 29,852 23,199
Repayments on long-term debt (1,101) (1,767)
Proceeds from long-term debt 4 --
Principal payments of capital lease obligations (441) (273)
Proceeds from exercise of stock options 99 --
Other -- 18
-------- --------
Net cash provided by financing activities 28,413 21,177
-------- --------
NET INCREASE IN CASH 919 376
Cash at beginning of period 2,845 1,393
-------- --------
Cash at end of period $ 3,764 $ 1,769
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,433 $ 2,703
======== ========
Income taxes $ 201 $ 8,510
======== ========
</TABLE>
In the six months ended January 31, 2000, the Company incurred $514 of capital
lease obligations.
See notes to consolidated financial statements.
5
<PAGE>
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2000 (UNAUDITED)
1. BASIS OF PRESENTATION
Our accompanying consolidated financial statements include the accounts of
United Natural Foods, Inc. and our wholly owned subsidiaries. We are a
distributor and retailer of natural foods and related products.
The financial statements have been prepared pursuant to rules and regulations of
the Securities and Exchange Commission for interim financial information,
including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, certain information and footnote disclosures normally required in
complete financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. In our opinion, these
financial statements include all adjustments necessary for a fair presentation
of the results of operations for the interim periods presented. The results of
operations for interim periods, however, may not be indicative of the results
that may be expected for a full year.
2. LINE OF CREDIT AGREEMENT
We are a party to a line of credit agreement with Fleet Capital Corporation. The
agreement contains certain financial covenants. As of January 31, 2000, we were
in compliance with all but one of these covenants. Fleet has waived this
covenant as of January 31, 2000 and revised this covenant through October 31,
2000 in exchange for a 1/4% increase in the interest rate we pay Fleet. We do
not expect this increase to have a material impact on our results of operations
or financial condition.
3. INTEREST RATE SWAP AGREEMENT
In October 1998, we entered into an interest rate swap agreement. The agreement
provides for us to pay interest for a five year period at a fixed rate of 5% on
a notional principal amount of $60 million while receiving interest for the same
period at the LIBOR rate on the same notional principal amount. The swap has
been entered into as a hedge against LIBOR interest rate movements on current
and anticipated variable rate indebtedness totaling $60 million at LIBOR plus
1%, thereby fixing our effective rate at 6%. The five year term of the swap
agreement may be extended to seven years at the option of the counterparty.
4. RESTRUCTURING COSTS
In connection with the consolidation of operations in the Eastern Region, we
recorded employee severance expenses and employee retention expenses of $0.8
million and $0.7 million, respectively, and recorded incremental depreciation of
$2.4 million for the year ended July 31, 1999. We recorded asset impairment
charges of $1.5 million and additional employee severance and retention expenses
of $0.3 million in the quarter ended January 31, 2000. Approximately $1.1
million of the retention and severance expenses had been paid as of January 31,
2000 with most of the remaining amounts expected to be paid during the remainder
of fiscal 2000. The incremental depreciation was to reduce the book value of the
Chesterfield, New Hampshire facility, which was being held for sale, to its
estimated net realizable value. Due to continuing difficulties in the
consolidation, our management decided in December 1999 to keep our Chesterfield
facility open for the foreseeable future. We resumed depreciating the remaining
net book value of the Chesterfield facility in December 1999.
In connection with the consolidation of operations in the Central Region and the
closing of our Chicago facility, we recorded restructuring and asset impairment
charges of $0.3 million each in the quarter ended January 31, 2000. None of
these restructuring expenses had been paid as of January 31, 2000.
6
<PAGE>
5. EARNINGS PER SHARE
Following is a reconciliation of the basic and diluted number of shares used in
computing earnings per share:
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
January 31, January 31,
(In thousands) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic weighted average shares outstanding 18,260 18,175 18,260 18,175
Net effect of dilutive stock options based upon the
treasury stock method -- 363 -- 363
------ ------ ------ ------
Diluted weighted average shares outstanding 18,260 18,538 18,260 18,538
====== ====== ====== ======
</TABLE>
There were no dilutive stock options for the quarter and six months ended
Janaury 31, 2000 because the Company reported a net loss.
6. BUSINESS SEGMENTS
The Company has several operating segments aggregated under the distribution
segment, which is the Company's only reportable segment. These operating
segments have similar products and services, customer types, distribution
methods and historical margins. The distribution segment is engaged in national
distribution of natural foods and related products in the United States. Other
operating segments include the retail segment, which engages in the sale of
natural foods and related products to the general public through retail
storefronts on the east coast of the United States, and a segment engaging in
trading, roasting and packaging of nuts, seeds, dried fruit and snack items.
These other operating segments do not meet the quantitative thresholds for
reportable segments and are therefore included in an "other" caption in the
segment information. The "other" caption also includes corporate expenses that
are not allocated to operating segments.
Following is business segment information for the periods indicated:
<TABLE>
<CAPTION>
Distribution Other Eliminations Consolidated
------------ ----- ------------ ------------
<S> <C> <C> <C> <C>
Six Months Ended January 31, 2000
Revenue $ 429,831 $ 29,149 $ (9,150) $ 449,830
Operating Income (loss) $ (2,143) $ (4,473) $ 94 $ (6,522)
Amortization and Depreciation $ 3,206 $ 600 $ -- $ 3,806
Capital Expenditures $ 3,335 $ 502 $ -- $ 3,837
Assets $ 402,349 $ 9,540 $(133,315) $ 278,574
Six Months Ended January 31, 1999
Revenue $ 387,033 $ 40,141 $ (11,537) $ 415,637
Operating Income $ 18,677 $ 500 $ 101 $ 19,278
Amortization and Depreciation $ 2,525 $ 747 $ -- $ 3,272
Capital Expenditures $ 2,460 $ 419 $ -- $ 2,879
Assets $ 363,920 $ 27,283 $(142,781) $ 248,422
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
We are a leading national distributor of natural foods and related products in
the United States. In recent years, our sales to existing and new customers have
increased through the acquisition of or merger with natural products
distributors, the expansion of existing distribution centers and the continued
growth of the natural products industry in general. Through these efforts, we
believe that we have been able to broaden our geographic penetration, expand our
customer base, enhance and diversify our product selections and increase our
market share. Our distribution operations are divided into four principal units:
United Natural Foods in the Eastern Region (previously Cornucopia Natural Foods,
Inc. and Stow Mills, Inc.), Rainbow Natural Foods, Inc. in the Central Region,
Mountain People's
7
<PAGE>
Warehouse, Inc. in the Western Region and Albert's Organics in various markets
in the United States. Through our subsidiary, the Natural Retail Group, we also
own and operate a number of retail natural products stores located in the
eastern United States. Our retail strategy is to selectively acquire existing
natural products stores that meet our strict criteria in areas such as sales
growth, profitability, growth potential and store management. We believe our
retail business serves as a natural complement to our distribution business
enabling us to develop new marketing programs and improve customer service.
We are continually integrating certain operating functions in order to improve
operating efficiencies, including: (i) integrating administrative and accounting
functions; (ii) expanding marketing and customer service programs across the
three regions; (iii) expanding national purchasing opportunities; (iv)
consolidating systems applications between physical locations and regions; and
(v) reducing geographic overlap between regions. In addition, our continued
growth has created the need for expansion of existing facilities to achieve
maximum operating efficiencies and to assure adequate space for future needs.
While operating margins may be affected in periods in which these expenses are
incurred, over the long term, we expect to benefit from the increased absorption
of our expenses over a larger sales base. We have made considerable capital
expenditures and incurred considerable expenses in connection with the expansion
of our facilities, including the relocation of our Denver, Colorado distribution
center and the expansion of refrigerated and frozen space at our Auburn,
California and Atlanta, Georgia facilities. Additionally, our Seattle,
Washington facility was relocated to a larger facility in Auburn, Washington
during the third quarter of fiscal 1999.
We have incurred considerable expenses in connection with the planned
consolidation of operations in the Eastern Region, which was to have resulted in
the closure of our Chesterfield, New Hampshire facility. These expenses consist
of the cost of moving inventory, as well as additional temporary expenses for
information technology, inventory management and redundant staffing and
transportation. Our operating results for the fourth quarter of fiscal 1999 and
first two quarters of fiscal 2000 were negatively impacted by computer and
related issues arising from the consolidation of Eastern Region operations. The
consolidation resulted in increased operating expenses, a lower gross margin and
lower sales than prior quarters in the Eastern Region. Due to the continuing
difficulties in the consolidation, our management decided in December 1999 to
keep our Chesterfield facility open for the foreseeable future. We expect that
the lower gross margin and lower sales than prior quarters in the Eastern Region
will continue throughout fiscal 2000. Additionally, we plan to close our Chicago
facility during the third quarter of fiscal 2000. Most of our existing Chicago
volume will be serviced from our Aurora, Colorado facility. We do not expect the
closure of our Chicago facility to have material impact on our results of
operations or financial condition.
Our net sales consist primarily of sales of natural products to retailers
adjusted for customer volume discounts, returns and allowances. The principal
components of our cost of sales include the amount paid to manufacturers and
growers for product sold, plus the cost of transportation necessary to bring the
product to our distribution facilities. Operating expenses include salaries and
wages, employee benefits (including payments under our Employee Stock Ownership
Plan), warehousing and delivery, selling, occupancy, administrative,
depreciation and amortization expense. Other expenses (income) include interest
on outstanding indebtedness, interest income and miscellaneous income and
expenses.
Recent Acquisitions
On September 30, 1998, we acquired substantially all of the outstanding stock of
Albert's Organics, a business specializing in the purchase, sale and
distribution of produce and other perishable items, for $10.8 million to $12
million, predicated upon the future performance of the acquired business,
including $9.1 million of goodwill which we are amortizing over 40 years.
Albert's had sales of $47.8 million for the fiscal year ended December 31, 1997
and provides us with additional expertise in the purchasing of produce and other
perishable items. Albert's also enables us to avail ourselves of a number of
cross-selling opportunities, which will be mutually beneficial to both
businesses. The acquisition of Albert's has been accounted for as a purchase
and, accordingly, all financial information has been included since the date of
acquisition.
8
<PAGE>
Results of Operations
The following table presents, for the periods indicated, certain income and
expense items expressed as a percentage of net sales:
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
January 31, January 31,
2000 1999 2000 1999
--------------- ---------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 81.8% 78.6% 81.6% 78.6%
----- ----- ----- -----
Gross profit 18.2% 21.4% 18.4% 21.4%
----- ----- ----- -----
Operating expenses 19.7% 16.4% 19.2% 16.4%
Restructuring and asset impairment charges 1.0% 0.3% 0.5% 0.2%
Amortization of intangibles 0.1% 0.1% 0.1% 0.1%
----- ----- ----- -----
Total operating expenses 20.8% 16.9% 19.8% 16.7%
----- ----- ----- -----
Operating (loss) income -2.6% 4.5% -1.4% 4.6%
----- ----- ----- -----
Other expense (income):
Interest expense 0.7% 0.7% 0.6% 0.7%
Other, net -0.1% -0.1% -- -0.1%
----- ----- ----- -----
Total other expense 0.7% 0.6% 0.6% 0.7%
----- ----- ----- -----
(Loss) income before income (benefit)
taxes -3.3% 3.9% -2.1% 4.0%
Income (benefit) taxes -1.3% 1.6% -0.8% 1.7%
----- ----- ----- -----
Net (loss) income -2.0% 2.3% -1.2% 2.3%
===== ===== ===== =====
</TABLE>
Quarter Ended January 31, 2000 Compared To Quarter Ended January 31, 1999
Net Sales.
Our net sales increased approximately 7.2%, or $15.6 million, to $231.4 million
for the quarter ended January 31, 2000 from $215.7 million for the quarter ended
January 31, 1999. The overall increase in net sales was attributable to
increased sales to existing customers, the sale of new product offerings and
sales to new customers. These increases were partially offset by a decrease in
net sales from the Natural Retail Group due to the sale of four stores and the
closing of one store in April 1999. Excluding the Natural Retail Group's second
quarter of fiscal 1999 sales by the sold and closed stores, sales increased
approximately 9.5% for the quarter ended January 31, 2000 over the comparable
prior year period.
These growth rates are lower than in past quarters. The major factors
contributing to our lower growth rates were increased out of stocks in the
Eastern Region and loss of volume in the Eastern Region to other suppliers due
to difficulties encountered in the consolidation effort.
Gross Profit.
Our gross profit decreased approximately 8.7%, or $4.0 million, to $42.2 million
for the quarter ended January 31, 2000 from $46.2 million for the quarter ended
January 31, 1999. Our gross profit as a percentage of net sales decreased to
18.2% for the quarter ended January 31, 2000 from 21.4% for the quarter ended
January 31, 1999. The decrease in gross profit as a percentage of net sales
resulted primarily from ongoing difficulties with the Eastern Region
consolidation, as well as an increased percentage of sales to existing customers
under our volume discount program and the divestiture of four retail stores,
which have higher gross margins than our distribution business. Difficulties in
the Eastern Region which impacted our margin include higher than normal levels
of customer returns and allowances, pricing errors, inventory shrink and higher
inbound transportation costs for expedited shipments.
9
<PAGE>
Operating Expenses.
Our total operating expenses increased approximately 32.3%, or $11.8 million, to
$48.2 million for the quarter ended January 31, 2000 from $36.4 million for the
quarter ended January 31, 1999. As a percentage of net sales, operating expenses
increased to 20.8% for the quarter ended January 31, 2000 from 16.9% for the
quarter ended January 31, 1999. The increase in operating expenses as a
percentage of net sales was primarily due to the continuing difficulties in the
Eastern Region and increased costs in all regions for insurance and fuel. We
incurred approximately $3 million in the Eastern Region in redundant labor
expenses and approximately $0.6 million for temporary storage and rental
equipment. Our company-wide insurance and fuel expenses have increased
approximately $1 million compared to the comparable prior year period.
Our operating expenses for the quarter ended January 31, 2000 were also impacted
by several non-recurring charges. These charges included approximately $2.6
million of executive severance costs and the write-off of current assets in the
Eastern Region and Chicago and approximately $2.4 million of restructuring and
asset impairment charges related to the write-off of certain Eastern Region
fixed assets and the planned closing of our Chicago facility. Our operating
expenses for the quarter ended January 31, 1999 included approximately $0.7
million of restructuring expenses related to the Eastern Region consolidation.
Excluding these non-recurring charges, operating expenses would have been $43.1
million, or 18.6% of net sales, for the quarter ended January 31, 2000 and $35.7
million, or 16.6% of net sales, for the quarter ended January 31, 1999.
Excluding non-recurring charges, operating expenses would have increased $7.4
million, or 20.8%, in the quarter ended January 31, 2000 compared to the quarter
ended January 31, 1999.
Operating (Loss) Income.
Operating income decreased $15.8 million, to a loss of $(6.0) million for the
quarter ended January 31, 2000 from income of $9.8 million for the quarter ended
January 31, 1999. Excluding the non-recurring charges discussed above, operating
income would have decreased $11.1 million, to a loss of $(0.6) million for the
quarter ended January 31, 2000 from income of $10.5 million for the quarter
ended January 31, 1999.
Other (Income)/Expense.
The $0.1 million increase in other expense in the quarter ended January 31, 2000
compared to the quarter ended January 31, 1999 was primarily attributable to
slightly higher interest expense, reflecting a higher level of debt in the
second quarter of fiscal 2000.
Income (Benefit) Taxes.
Our effective income (benefit) tax rates were (39.8)% and 41.5% for the quarters
ended January 31, 2000 and 1999, respectively. The effective rates were higher
than the federal statutory rate primarily due to state and local income taxes.
Net (Loss) Income.
As a result of the foregoing, net income decreased $9.4 million, to a loss of
$(4.5) million for the quarter ended January 31, 2000, compared to net income of
$4.9 million in the quarter ended January 31, 1999. Excluding the non-recurring
charges discussed above, net income would have decreased $6.6 million, to a loss
of $(1.3) million for the quarter ended January 31, 2000 from income of $5.3
million for the quarter ended January 31, 1999.
Six Months Ended January 31, 2000 Compared To Six Months Ended January 31, 1999
Net Sales.
Our net sales increased approximately 8.2%, or $34.2 million, to $449.8 million
for the six months ended January 31, 2000 from $415.6 million for the six months
ended January 31, 1999. The overall increase in net sales was attributable to
increased sales to existing customers, the sale of new product offerings and
sales to new customers, as well as an additional two months of sales from
Albert's Organics in fiscal 2000. These increases were partially offset by a
decrease in net sales from the Natural Retail Group due to the sale of four
stores and the closing of one store in April 1999. Excluding the impact of the
additional Albert's sales and the Natural Retail Group's first six
10
<PAGE>
months of fiscal 1999 sales by the sold and closed stores, sales increased
approximately 8.5% for the six months ended January 31, 2000 over the comparable
prior year period.
These growth rates are lower than in the past. The major factors contributing to
our lower growth rates were increased out of stocks in the Eastern Region and
loss of volume in the Eastern Region to other suppliers due to difficulties
encountered in the consolidation effort.
Gross Profit.
Our gross profit decreased approximately 7.0%, or $6.2 million, to $82.6 million
for the six months ended January 31, 2000 from $88.8 million for the six months
ended January 31, 1999. Our gross profit as a percentage of net sales decreased
to 18.4% for the six months ended January 31, 2000 from 21.4% for the six months
ended January 31, 1999. The decrease in gross profit as a percentage of net
sales resulted primarily from ongoing difficulties with the Eastern Region
consolidation, as well as an increased percentage of sales to existing customers
under our volume discount program and the divestiture of four retail stores,
which have higher gross margins than our distribution business. Difficulties in
the Eastern Region which impacted our margin include higher than normal levels
of customer returns and allowances, pricing errors, inventory shrink and higher
inbound transportation costs for expedited shipments.
Operating Expenses.
Our total operating expenses increased approximately 28.2%, or $19.6 million, to
$89.1 million for the six months ended January 31, 2000 from $69.5 million for
the six months ended January 31, 1999. As a percentage of net sales, operating
expenses increased to 19.8% for the six months ended January 31, 2000 from 16.7%
for the six months ended January 31, 1999. The increase in operating expenses as
a percentage of net sales was primarily due to the continuing difficulties in
the Eastern Region and increased costs in all regions for insurance and fuel. We
incurred approximately $6 million in the Eastern Region in redundant labor
expenses and approximately $1 million for temporary storage and rental
equipment. Our company-wide insurance and fuel expenses have increased
approximately $2 million compared to the comparable prior year period.
Our operating expenses for the six months ended January 31, 2000 were also
impacted by several non-recurring charges. These charges included approximately
$2.6 million of severance costs and the write-off of current assets in the
Eastern Region and Chicago and approximately $2.4 million of restructuring and
asset impairment charges related to the write-off of certain Eastern Region
fixed assets and the planned closing of our Chicago facility. Our operating
expenses for the six months ended January 31, 1999 included approximately $0.7
million of restructuring expenses related to the Eastern Region consolidation.
Excluding these non-recurring charges, operating expenses would have been $84.7
million, or 18.8% of net sales, for the six months ended January 31, 2000 and
$68.8 million, or 16.6% of net sales, for the six months ended January 31, 1999.
Excluding non-recurring charges, operating expenses would have increased $15.9
million, or 23.1% in the six months ended January 31, 2000 compared to the six
months ended January 31, 1999.
Operating (Loss) Income.
Operating income decreased $25.8 million, to a loss of $(6.5) million for the
six months ended January 31, 2000 from income of $19.3 million for the six
months ended January 31, 1999. Excluding the non-recurring charges discussed
above, operating income would have decreased $20.8 million, to a loss of $(1.1)
million for the six months ended January 31, 2000 from income of $19.7 million
for the six months ended January 31, 1999.
Other (Income)/Expense.
Other expense in the six months ended January 31, 2000 compared to the six
months ended January 31, 1999 was unchanged primarily attributable to the same
level of interest expense.
Income (Benefit) Taxes.
Our effective income (benefit) tax rates were (39.9)% and 41.5% for the six
months ended January 31, 2000 and 1999, respectively. The effective rates were
higher than the federal statutory rate primarily due to state and local income
taxes.
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Net (Loss) Income.
As a result of the foregoing, net income decreased $15.2 million, to a loss of
$(5.5) million for the six months ended January 31, 2000, compared to net income
of $9.7 million in the six months ended January 31, 1999. Excluding the
non-recurring charges discussed above, net income would have decreased $12.4
million, to a loss of $(2.3) million for the six months ended January 31, 2000
from income of $10.1 million for the six months ended January 31, 1999.
Liquidity and Capital Resources
We have historically financed operations and growth primarily from cash flows
from operations, borrowings under our credit facility, seller financing of
acquisitions, operating and capital leases, trade payables, bank indebtedness
and the sale of equity and debt securities. Primary uses of capital have been
acquisitions, expansion of plant and equipment and investment in accounts
receivable and inventory.
Net cash used in operations was $24.2 million and $9.1 million for the six
months ended January 31, 2000 and 1999, respectively. Cash used in operations in
the first six months of fiscal 2000 related primarily to investments in
inventory in the ordinary course of business and an increase in accounts
receivable. Days sales outstanding at January 31, 2000 has increased to
approximately 31 days from approximately 26 days at July 31, 1999. We are
allocating additional resources to collection efforts to decrease our days sales
outstanding. The increases in inventory levels relate to supporting increased
sales with wider product assortment combined with our ability to capture
purchasing efficiency opportunities in excess of total carrying costs. These
items were partially offset by an increase in accounts payable. Cash used in
operations in the first six months of fiscal 1999 was due primarily to
investments in accounts receivable and inventory in the ordinary course of
business, partially offset by cash collected from customers net of cash paid to
vendors. Working capital at January 31, 2000 was $70.2 million.
Net cash used in investing activities was $3.3 million and $11.7 million for the
six months ended January 31, 2000 and 1999, respectively. Investing activities
in the six months ended January 31, 2000 were for capital expenditures.
Investing activities in the six months ended January 31, 1999 were primarily for
the acquisition of new businesses and the continued upgrade of existing
management information systems.
Net cash provided by financing activities was $28.4 million and $21.2 million
for the six months ended January 31, 2000 and 1999, respectively. We increased
borrowings on our line of credit by $29.9 million and $23.2 million during the
first six months of fiscal 2000 and fiscal 1999, respectively, and repaid
long-term obligations in the amount of $1.5 million and $2.0 million,
respectively.
We are a party to a line of credit agreement with Fleet Capital Corporation. The
agreement contains certain financial covenants. As of January 31, 2000, we were
in compliance with all but one of these covenants. Fleet has waived this
covenant as of January 31, 2000 and revised this covenant through October 31,
2000 in exchange for a 1/4% increase in the interest rate we pay Fleet. We do
not expect this increase to have a material impact on our results of operations
or financial condition.
In October 1998, we entered into an interest rate swap agreement. The agreement
provides for us to pay interest for a five-year period at a fixed rate of 5% on
a notional principal amount of $60 million while receiving interest for the same
period at the LIBOR rate on the same notional principal amount. The swap has
been entered into as a hedge against LIBOR interest rate movements on current
and anticipated variable rate indebtedness totaling $60 million. The five-year
term of the swap agreement may be extended to seven years at the option of the
counterparty.
IMPACT OF INFLATION
Historically, we have been able to pass along inflation-related increases.
Consequently, inflation has not had a material impact upon the results our
operations or profitability. We are currently assessing and implementing
strategies to mitigate the impact rising fuel costs have on our results of
operations. Continuing increases in the cost of fuel could have a material
adverse impact on our results of operations and profitability if we are unable
to pass along a significant portion of these increases.
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SEASONALITY
Generally, we do not experience any material seasonality. However, our sales and
operating results may vary significantly from quarter to quarter due to factors
such as changes in the Company's operating expenses, management's ability to
execute our operating and growth strategies, personnel changes, demand for
natural products, supply shortages and general economic conditions.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
The Financial Accounting Standards Board recently issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments, and
is effective for fiscal quarters of fiscal years beginning after June 15, 2000.
We believe this standard will not have a material impact on our financial
statement presentation.
Year 2000 Issues
Results
The Year 2000 issue has not had any material impact on our operations and we do
not expect it to have any material impact on our operations.
Expenditures
We are in the process of updating our systems for business functionality reasons
and have adopted a systems strategy of staying current with state of the art
systems technology. We are also in the process of integrating acquisitions to
achieve customer service and operating efficiency improvements, which require
common state of the art systems technology. Accordingly, all business systems
changes would have been performed regardless of the Year 2000 issue both from a
timing and cost perspective. We have significantly increased our information
technology expenditures to execute our systems strategy that includes any
immaterial incremental amounts to achieve Year 2000 compliance. We therefore
believe that we spent an immaterial incremental amount on Year 2000 remediation
over what we would have spent to execute our going forward systems strategy.
Certain Factors That May Affect Future Results
If any of the events described below actually occur, our business, financial
condition, or results of operations could be materially adversely affected. This
Form 10-Q contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in such forward-looking statements as a result of a variety of factors,
including those set forth in the following risk factors and elsewhere in, or
incorporated by reference into, this Form 10-Q.
Our business could be adversely affected if we are unable to integrate our
acquisitions and mergers
A significant portion of our historical growth has been achieved through
acquisitions of or mergers with other distributors of natural products. United
Natural merged with Stow Mills in October 1997. The successful integration of
this merger is critical to our future operating and financial performance. The
integration will require, among other things:
o the optimization of delivery routes;
o coordination of administrative, distribution and finance functions;
and
o the integration of personnel.
The integration process has and could continue to divert the attention of
management, and any further difficulties or problems encountered in the
transition process could continue to have a material adverse effect on our
business, financial condition or results of operations. In addition, the process
of combining the companies has and could continue to cause the interruption of,
or a loss of momentum in, the activities of the respective businesses, which
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could have an adverse effect on their combined operations. There can be no
assurance that United Natural will realize any of the anticipated benefits of
the Stow Mills merger.
We announced plans during fiscal 1999 to close our Chesterfield, New Hampshire
distribution center and to consolidate its operations with our Dayville,
Connecticut and New Oxford, Pennsylvania facilities. We began transferring sales
operations from the Chesterfield facility to our Dayville facility during June
of 1999. Due to the continuing difficulties of the consolidation, our new
management decided in December 1999 to keep our Chesterfield facility open for
the foreseeable future. There are numerous risks involved with keeping the
Chesterfield facility open and the transfer of sales between Eastern Region
facilities, including, among other things:
o we have had and may continue to have difficulty retaining drivers
currently employed at our Chesterfield facility or hiring a
sufficient number of new drivers at our Dayville, New Oxford and
Chesterfield facilities to handle the increased sales volume at
those facilities;
o we have had and may continue to have difficulty retaining warehouse
employees at our Chesterfield facility or hiring a sufficient number
of new warehouse employees at our Dayville, New Oxford and
Chesterfield facilities to handle the increased sales volume at
those facilities;
o we have lost and may continue to lose volume;
o our Dayville facility has had and may continue to have, along with
our Chesterfield facility, difficulty accommodating the increased
sales volume; and
o construction delays in the expansion of the New Oxford facility
could delay the realization of savings.
The occurrence of any of these events could have a material adverse effect on
our business, financial condition or results of operations.
We may have difficulty in managing our growth
The growth in the size of our business and operations has placed and is expected
to continue to place a significant strain on our management. Our future growth
is limited in part by the size and location of our distribution centers. There
can be no assurance that we will be able to successfully expand our existing
distribution facilities or open new distribution facilities in new or existing
markets to facilitate growth. In addition, our growth strategy to expand our
market presence includes possible additional acquisitions. To the extent our
future growth includes acquisitions, there can be no assurance that we will
successfully identify suitable acquisition candidates, consummate and integrate
such potential acquisitions or expand into new markets. Our ability to compete
effectively and to manage future growth, if any, will depend on our ability to
continue to implement and improve operational, financial and management
information systems on a timely basis and to expand, train, motivate and manage
our work force. There can be no assurance that our personnel, systems,
procedures and controls will be adequate to support our operations. Our
inability to manage our growth effectively could have a material adverse effect
on our business, financial condition or results of operations.
We have significant competition from a variety of sources
We operate in highly competitive markets, and our future success will be largely
dependent on our ability to provide quality products and services at competitive
prices. Our competition comes from a variety of sources, including other
distributors of natural products as well as specialty grocery and mass market
grocery distributors. There can be no assurance that mass market grocery
distributors will not increase their emphasis on natural products and more
directly compete with us or that new competitors will not enter the market.
These distributors may have been in business longer than us, may have
substantially greater financial and other resources than us and may be better
established in their markets. There can be no assurance that our current or
potential competitors will not provide services comparable or superior to those
provided by us or adapt more quickly than United Natural to evolving industry
trends or changing market requirements. It is also possible that alliances among
competitors may develop and rapidly acquire significant market share or that
certain of our customers will increase distribution to their own retail
facilities. Increased competition may result in price reductions, reduced gross
margins and loss of market
14
<PAGE>
share, any of which could materially adversely affect our business, financial
condition or results of operations. There can be no assurance that we will be
able to compete effectively against current and future competitors.
We depend heavily on our principal customers
Our ability to maintain close, mutually beneficial relationships with our top
two customers, Whole Foods Market, Inc. and Wild Oats Markets, Inc., is
important to the ongoing growth and profitability of our business. Whole Foods
Market, Inc. and Wild Oats Markets, Inc. accounted for approximately 17% and
12%, respectively, of our net sales during the six months ended January 31,
2000. As a result of this concentration of our customer base, the loss or
cancellation of business from either of these customers, including from
increased distribution to their own facilities, could materially and adversely
affect our business, financial condition or results of operations. We sell
products under purchase orders, and we generally have no agreements with or
commitments from our customers for the purchase of products. No assurance can be
given that our customers will maintain or increase their sales volumes or orders
for the products supplied by us or that we will be able to maintain or add to
our existing customer base.
Our profit margins may decrease due to consolidation in the grocery industry
The grocery distribution industry generally is characterized by relatively high
volume with relatively low profit margins. The continuing consolidation of
retailers in the natural products industry and the emergence of super natural
chains may reduce our profit margins in the future as more customers qualify for
greater volume discounts.
Our industry is sensitive to economic downturns
The grocery industry is also sensitive to national and regional economic
conditions, and the demand for our products may be adversely affected from time
to time by economic downturns. In addition, our operating results are
particularly sensitive to, and may be materially adversely affected by:
o difficulties with the collectibility of accounts receivable,
o difficulties with inventory control,
o competitive pricing pressures, and
o unexpected increases in fuel or other transportation-related costs.
There can be no assurance that one or more of such factors will not materially
adversely affect our business, financial condition or results of operations.
We are dependent on a number of key executives
Management of our business is substantially dependent upon the services of
Michael S. Funk, Chief Executive Officer, Richard S. Youngman, President, and
other key management employees. Norman A. Cloutier, our former Chairman of the
Board and Chief Executive Officer, resigned these positions on December 6, 1999.
Loss of the services of any additional officers or any other key management
employee could have a material adverse effect on our business, financial
condition or results of operations.
Our operating results are subject to significant fluctuations
Our net sales and operating results may vary significantly from period to period
due to:
o changes in our operating expenses,
o management's ability to execute our business and growth strategies,
o personnel changes,
o demand for natural products,
15
<PAGE>
o supply shortages,
o general economic conditions,
o changes in customer preferences and demands for natural products,
including levels of enthusiasm for health, fitness and environmental
issues,
o fluctuation of natural product prices due to competitive pressures,
o lack of an adequate supply of high-quality agricultural products due
to poor growing conditions, natural disasters or otherwise,
o volatility in prices of high-quality agricultural products resulting
from poor growing conditions, natural disasters or otherwise, and
o future acquisitions, particularly in periods immediately following
the consummation of such acquisition transactions while the
operations of the acquired businesses are being integrated into our
operations.
Due to the foregoing factors, we believe that period-to-period comparisons of
our operating results may not necessarily be meaningful and that such
comparisons cannot be relied upon as indicators of future performance.
We are subject to significant governmental regulation
Our business is highly regulated at the federal, state and local levels and our
products and distribution operations require various licenses, permits and
approvals. In particular:
o our products are subject to inspection by the U.S. Food and Drug
Administration,
o our warehouse and distribution facilities are subject to inspection
by the U.S. Department of Agriculture and state health authorities,
and
o our trucking operations are regulated by the U.S. Department of
Transportation and the U.S. Federal Highway Administration.
The loss or revocation of any existing licenses, permits or approvals or the
failure to obtain any additional licenses, permits or approvals in new
jurisdictions where we intend to do business could have a material adverse
effect on our business, financial condition or results of operations.
Our officers and directors and the employee stock ownership trust have
significant voting power
As of January 31, 2000, our executive officers and directors, and their
affiliates, and the United Natural Foods Employee Stock Ownership Trust
beneficially owned in the aggregate approximately 30% of United Natural's common
stock. Accordingly, these stockholders, if acting together, would have the
ability to significantly influence the election our directors and may have the
ability to significantly influence the outcome of corporate actions requiring
stockholder approval, irrespective of how other stockholders may vote. This
concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of United Natural.
Union-organizing activities could cause labor relations difficulties
As of March 10, 2000, approximately 180 employees, representing approximately 7%
of our approximately 2,700 employees, were union members. We have in the past
been the focus of union-organizing efforts. As we increase our employee base and
broaden our distribution operations to new geographic markets, our increased
visibility could result in increased or expanded union-organizing efforts.
Although we have not experienced a work stoppage to date, if additional
employees were to unionize, we could be subject to work stoppages and increases
in labor costs, either of which could materially adversely affect our business,
financial condition or results of operations.
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<PAGE>
Access to capital and the cost of that capital
In order to maintain our profit margins, we rely on strategic investment buying
initiatives, such as discounted bulk purchases, which require spending
significant amounts of working capital. In the event that capital market turmoil
significantly increased our cost of capital or the ability to borrow funds or
raise equity capital, we could suffer reduced profit margins and be unable to
grow our business organically or through acquisitions, which could have a
material adverse effect on our business, financial condition or results of
operations.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risk from interest rate fluctuations because we use
variable rate debt to finance working capital requirements. We have entered into
an interest rate swap agreement which manages that risk by fixing $60 million of
our variable debt at a rate of 6% through October 2003. We do not believe that
there is any material market risk exposure with respect to derivative or other
financial instruments that would require further disclosure under this item.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company (the "Annual Meeting") held
on December 22, 1999, the stockholders of the Company considered and voted on
two proposals:
1) To elect Norman A. Cloutier and Michael S. Funk as Class III directors for
the ensuing three years. The results of the voting were as follows:
Cloutier: (i) 13,868,885 votes FOR, and (ii) 1,886,629 votes WITHHELD; and
Funk: (i) 15,691,278 votes FOR, and (ii) 64,236 votes WITHHELD. There were
no broker non-votes. Mr. Cloutier subsequently resigned as a member of the
Board of Directors on January 4, 2000.
2) To ratify the appointment of KPMG LLP as the Company's independent public
accountants for the current fiscal year. The results of the voting were as
follows: (i) 15,747,505 votes FOR, (ii) 4,184 votes AGAINST and (iii)
3,825 votes ABSTAINING. There were no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
The exhibits listed in the Exhibit Index immediately preceding such exhibits are
filed as part of this Quarterly Report on Form 10-Q.
b) Reports on Form 8-K.
On March 2, 2000, we filed a Current Report on Form 8-K dated February 22, 1999
announcing under Item 5 (Other Events) a press release regarding the declaration
of a dividend distribution of one preferred share purchase right for each
outstanding share of our Common Stock, and presenting under Item 7 (Financial
Statements, Pro-Forma Financial Information and Exhibits) the following
information:
1. Rights Agreement, dated as of February 22, 2000, between United Natural
Foods, Inc., and Continental Stock Transfer and Trust Company, as Rights
Agent, including all exhibits thereto, incorporated therein by reference
to Exhibit 1 to the Corporation's Registration Statement on Form 8-A,
dated March 2, 2000.
2. Press Release of the Corporation, dated February 22, 2000, incorporated
therein by reference to Exhibit 2 to the Corporation's Registration
Statement on Form 8-A, dated March 2, 2000.
17
<PAGE>
Exhibit Index
Exhibit No. Description Page
- ----------- ----------- ----
27 Financial Data Schedule 20
99 Employment Transition Agreement and Mutual Release
between Norman A. Cloutier and United
Natural Foods, Inc. 21-27
18
<PAGE>
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 thereunto duly authorized.
UNITED NATURAL FOODS, INC.
/s/ Kevin T. Michel
-----------------------------
Kevin T. Michel
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: March 16, 2000
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM
CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
THE CONSOLIDATED BALANCE SHEET AS OF JANUARY 31, 2000 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-START> JUL-31-1999
<PERIOD-END> JAN-31-2000
<CASH> 3,764
<SECURITIES> 0
<RECEIVABLES> 80,523
<ALLOWANCES> 3,524
<INVENTORY> 111,936
<CURRENT-ASSETS> 208,579
<PP&E> 69,623
<DEPRECIATION> 26,897
<TOTAL-ASSETS> 278,574
<CURRENT-LIABILITIES> 138,419
<BONDS> 25,129
0
0
<COMMON> 183
<OTHER-SE> 113,034
<TOTAL-LIABILITY-AND-EQUITY> 278,574
<SALES> 449,830
<TOTAL-REVENUES> 449,830
<CGS> 367,207
<TOTAL-COSTS> 367,207
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 969
<INTEREST-EXPENSE> 2,907
<INCOME-PRETAX> (9,224)
<INCOME-TAX> (3,678)
<INCOME-CONTINUING> (5,546)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,546)
<EPS-BASIC> (0.30)
<EPS-DILUTED> (0.30)
</TABLE>
EXHIBIT 99
EMPLOYMENT TRANSITION AGREEMENT AND MUTUAL RELEASE
UNITED NATURAL FOODS, INC., a Delaware corporation (the "Company") and NORMAN A.
CLOUTIER ("Mr. Cloutier") hereby agree as follows:
1. Mr. Cloutier hereby resigns as Chairman of the Board and as Chief
Executive Officer of the Company and as an employee and as an officer and
director of all direct and indirect subsidiaries and other affiliates of
the Company (collectively, unless the context is otherwise, the
"Company"), effective on December 6, 1999 (the "Resignation Date").
2. Upon the expiration of the Revocation Period (as hereinafter defined), the
Company shall pay to Mr. Cloutier a lump sum payment with respect to
post-employment severance of $1,000,000, less all federal and state income
tax and other required deductions.
3. a. On the Resignation Date, the Company will pay Mr. Cloutier for any
unused vacation time earned by him through the Resignation Date.
b. The Company shall be obligated to continue to provide Mr. Cloutier and
his family, at its expense, not less than the medical, dental and other
health insurance coverage provided to the Company's senior executive
officers until December 31, 2002, subject to no applicable benefits
deductions such as "co-pay" contributions, and provided that the Company
shall extend such coverage during the Extension Period (as hereinafter
defined), if applicable. Thereafter, the Company shall respect Mr.
Cloutier's rights, if any, to continued medical coverage at his own
expense under the Consolidated Omnibus Budget Reconciliation Act (COBRA).
At such time as Mr. Cloutier is gainfully employed and his employer
provides at its expense comparable medical, dental and other health
insurance coverage, the Company's obligations under this Section 3(b)
shall terminate.
c. The Company will provide Mr. Cloutier, at its expense, with executive
outplacement assistance at Right Associates or other comparable executive
outplacement provider of substantially equal cost until the earlier of his
resumption of full-time employment or December 31, 2000.
d. Mr. Cloutier shall be entitled, at Company expense, to tax planning and
preparation assistance for tax returns for calendar years 1999, 2000, 2001
and 2002. Mr. Cloutier may continue to use his current service provider.
e. Upon the expiration of the Revocation Period, the Company shall
transfer title of Mr. Cloutier's Company-owned automobile to him. Mr.
Cloutier shall be responsible for all transfer and all other taxes
(exclusive of sales taxes) and registration and title fees customarily
paid by buyers in such sales. The Company shall provide Mr. Cloutier with
a Form 1099 for the value of such automobile.
f. For one dollar and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company hereby sells
to Mr. Cloutier and Mr. Cloutier hereby purchases from the Company Mr.
Cloutier's personal laptop computer and the cellular phone in his Company
automobile. Said sale is made "as is" and "where is" and the Company
disclaims all warranties, including without limitation all warranties of
merchantability or fitness for a particular purpose. Mr. Cloutier shall be
responsible for transferring the cellular phone service to his name.
g. The Company shall pay Mr. Cloutier's reasonable attorneys' fees
incurred as a result of his resignation, including the negotiation of this
Agreement and the preparation of applicable filings with the Commission.
4. a. As of the Resignation Date, Mr. Cloutier shall no longer be eligible to
receive long-term disability benefits or to participate in the Company's
401(k) and Profit Sharing Plan. The
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Company will promptly notify Mr. Cloutier in writing concerning his
options with regard to his 401(k) account.
b. The Company acknowledges that it is currently obligated to indemnify
Mr. Cloutier in his capacity as a Director and officer of the Company in
accordance with the General Corporation Law of the State of Delaware, the
Company's Certificate of Incorporation and the Company's By-laws
(collectively, "Indemnification Obligations"), and that the Company
maintains so-called Officers and Directors liability insurance to secure,
in part, the Company's Indemnification Obligations. Subsequent to the date
of this Agreement (the "Effective Date"), the Company shall continue to
indemnify Mr. Cloutier with respect to its Indemnification Obligations for
claims made prior to December 31, 2005, and shall continue to maintain
Officers and Directors liability insurance in an amount and coverage not
less than that provided for other Directors and senior officers of the
Company through December 31, 2005. In the event Mr. Cloutier becomes,
directly or indirectly, subject to litigation or other adversary
proceedings for which the Indemnification Obligations apply, and Mr.
Cloutier receives written advice from counsel (and delivers a copy of such
written advice to the Company) that, under the circumstances, Mr. Cloutier
should retain separate counsel, Mr. Cloutier may so retain separate
counsel, and the Company shall promptly reimburse Mr. Cloutier for
reasonable fees and costs of such counsel.
c. In consideration for the release set forth below, the Company hereby
releases and forever discharges Mr. Cloutier and his successors, heirs and
assigns from any and all liabilities, causes of action, debts, claims and
demands including, without limitation, claims and demands for monetary
payments, both in law and in equity, known or unknown, fixed or
contingent, which it may have or claim to have based upon or in any way
related to Mr. Cloutier's actions or omissions as a Director, officer or
employee of the Company and hereby covenants not to file a lawsuit or
charge to assert such claims.
5. a. Schedule 5a attached hereto sets forth the options to purchase the
Company's Common Stock granted to Mr. Cloutier as of the Effective Date
(collectively, the "Stock Options"). Notwithstanding the terms of the
stock option agreements or other written documentation evidencing such
grant of Stock Options to Mr. Cloutier, all of the Stock Options shall be
deemed to (i) have been fully vested, (ii) shall be subject to no other
contingency on behalf of or to be performed by Mr. Cloutier (including,
that he remain an employee or Director of the Company), except for the
payment of the applicable exercise price for the Stock Options, and (iii)
the exercise period shall be extended to the close of business on December
5, 2009.
b. (i) For the period beginning ninety (90) days after the Effective
Date of this Agreement and ending on December 31, 2003 (subject to
the Extension Period as provided below), Mr. Cloutier may at any
time make a written request to the Company for registration under a
registration statement on Form S-3 (or such similar form or
procedure as then in effect) with the Securities and Exchange
Commission (the "Commission") under and in accordance with the
provisions of the Securities Act of 1933, as amended (the
"Securities Act"), to register all or part of such Company Common
Stock, $0.01 par value per share and Stock Options owned by or
granted to him as of the Effective Date of this Agreement ("Demand
Registration"). Such request shall specify the aggregate number of
such shares proposed to be sold and shall also specify the intended
method of disposition. Mr. Cloutier shall be entitled to as many
Demand Registrations as he may request, provided, however: (i) Mr.
Cloutier shall be entitled to no more -------- ------- than one
Demand Registration during any 180 day period; (ii) shall be
entitled to no Demand Registration to the extent, after taking into
effect the shares to be offered pursuant to any Demand Registration,
Mr. Cloutier's holdings of the Company's Common Stock (including
shares of the Company's Common Stock issuable pursuant to the Stock
Options granted to him) is less than ten
22
<PAGE>
percent (10%) of the total amount of the Company's Common Stock then
outstanding; and (iii) each such Demand Registration shall include
such number of shares as equal at least five percent (5%) of the
total amount of the Company's Common Stock then outstanding, or such
lesser amount as may be necessary in order to comply with (ii)
above. In the event that Mr. Cloutier may otherwise sell the number
of shares of the Company's Common Stock which he then wishes to sell
in the approximate time requested under Rule 144 adopted under the
Securities Act, he shall do so under Rule 144 without requesting the
Company to file a registration statement on Form S-3.
(ii) The Company shall use its best efforts to effect such registrations
and to further the sale of such shares in accordance with the
intended method of disposition thereof as quickly as practicable,
and in connection with any such request the Company shall prepare
and promptly file with the Commission registration statements on
Form S-3 (or similar form or procedure then in effect) and use its
best efforts to cause such registration statements to become
effective at the time requested by Mr. Cloutier, and to prepare and
file with the Commission such amendments and supplements to such
registration statements and any prospectus used in connection
therewith as may be necessary to keep such registration statements
effective for a period of not less than one hundred twenty (120)
days or such shorter period which will terminate when all shares
covered by such registration statement have been sold.
Notwithstanding the foregoing, the Company shall have no obligations
to Mr. Cloutier to assist him in the sale of such shares included in
such registration statement.
(iii) To the extent not inconsistent with applicable law, Mr. Cloutier
agrees not to effect any sale or distribution, public or otherwise,
of securities of the Company, including a sale pursuant to Rules 144
and 144A under the Securities Act, during the seven days prior to,
and during the ninety-day period beginning on, the effective date of
such registration statement (except as part of such registration),
if and to the extent requested by the Company. If the Company's then
current investment banker determines in good faith that the
registration and distribution of such shares would interfere with
any pending public offering by the Company shares of authorized
unissued shares of Common Stock, the net proceeds of which will be
paid directly to the Company, as evidenced by a Registration
Statement filed with the Commission, and promptly gives written
notice to Mr. Cloutier of such determination, the Company shall be
entitled to postpone the filing of the registration statement
otherwise required to be prepared and filed by the Company hereunder
for a reasonable period of time not to exceed ninety (90) days.
(iv) Mr. Cloutier may not participate in any underwritten registration
hereunder unless he (a) agrees to sell his shares on the basis
provided in any underwriting arrangements approved by the persons
entitled to approve such arrangement and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting
agreements, and other documents reasonably required under the terms
of such underwriting arrangements and these registration rights.
(v) If Mr. Cloutier does not sell sufficient shares to reduce his
holdings in the Company under ten percent (10%) during the period
set forth in subsection (i) above, the Company shall extend the
rights granted under this Section 5 for an additional period ending
on the earlier of (a) December 31, 2004 or (b) the date on which he
holds less than ten percent (10% of the outstanding Common Stock of
the Company (the "Extension Period"). During the Extension Period,
if applicable, the Company shall pay Mr. Cloutier a consulting fee
of $25,000 per month (or pro rata portion thereof), payable on the
last day of each month, commencing January 31, 2003.
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(vi) Notwithstanding the foregoing provisions of this Section 5(b), Mr.
Cloutier may at any time exercise his rights under the Company's
Employee Stock Option Plan ("ESOP") to effect the distribution and
sale, if he so elects, of shares of the Company's Common Stock
allocated to him, in accordance with the provisions of the ESOP.
6. a. In consideration of the foregoing, which Mr. Cloutier acknowledges
includes rights he may not otherwise be entitled to, Mr. Cloutier hereby
releases and forever discharges the Company, its present and former
directors, officers, employees, agents, subsidiaries, shareholders,
successors and assigns from any and all liabilities, causes of action,
debts, claims and demands (including without limitation claims and demands
for monetary payment) both in law and in equity, known or unknown, fixed
or contingent, which he may have or claim to have based upon or in any way
related to employment (as an officer, director or employee), rights or
entitlements related thereto or termination of such employment by the
Company and hereby covenants not to file a lawsuit or charge to assert
such claims. This includes but is not limited to claims arising under the
Federal Age Discrimination in Employment Act, and any other federal, state
or local laws prohibiting employment discrimination or claims growing out
of any legal restrictions on the Company's right to terminate its
employees, provided, however, that the foregoing shall not release or
otherwise limit the Company's obligation with respect to its obligations
set forth in this Agreement.
b. Mr. Cloutier understands that various State and Federal laws prohibit
employment discrimination based on age, sex, race, color, national origin,
religion, handicap or veteran status. These laws are enforced through the
Equal Employment Opportunity Commission (EEOC), Department of Labor and
State Human Rights Agencies. Mr. Cloutier acknowledges that he has been
advised by the Company to discuss this Agreement with his attorney and has
been encouraged to take this Agreement home for up to twenty-one (21) days
so that he can thoroughly review it and understand the effect of this
Agreement before acting on it.
7. a. Mr. Cloutier shall promptly return to the Company any Company property
in his possession.
b. Mr. Cloutier shall not knowingly use for Mr. Cloutier's own benefit or
disclose or reveal to any unauthorized person (except his professional
advisors, each of whom shall be informed by Mr. Cloutier of the contents
of this provision), any trade secret or other confidential information
relating to the Company, or to any of the businesses operated by it,
including, without limitation, any customer lists, customer needs, price
and performance information, processes, specifications, hardware,
software, devices, supply sources and characteristics, business
opportunities, marketing, promotional pricing and financing techniques, or
other information relating to the business of the Company, and Mr.
Cloutier confirms that such information constitutes the exclusive property
of the Company. Such restriction on confidential information shall remain
in effect until such time as the confidential information is (i) generally
available in the industry or (ii) disclosed in published literature or
otherwise through no act of Mr. Cloutier. Mr. Cloutier agrees to return to
the Company any physical embodiment of such confidential information
within seven (7) days of the execution hereof. Mr.Cloutier expressly
acknowledges that damages alone will be an inadequate remedy for any
breach or violation of any of the provisions of this Section 7(b), and
that the Company, in addition to all other remedies hereunder, shall be
entitled, as a matter of right, to injunctive relief, including specific
performance, with respect to any such breach or violation, in any court of
competent jurisdiction.
c. Mr. Cloutier shall make himself available in any third party claims,
investigations, litigation or similar proceedings to answer any questions
relating to his employment or actions as an employee, officer or director
of the Company, including without limitation attendance at any
24
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deposition or similar proceeding. The Company shall pay Mr. Cloutier's
expenses and shall be obligated to compensate him at a per diem rate of
$2,500 for time actually expended.
d. The Company shall provide Mr. Cloutier, or his designated
representatives, reasonable access, under supervision and with reasonably
advance notice, access to such records or other information as Mr.
Cloutier may reasonably request in order for Mr. Cloutier to comply with
one or more personal obligations, such as preparation of tax returns and
insurance claims.
8. Mr. Cloutier shall at no time make any derogatory or disparaging comments
regarding the Company, its business, or its present or past directors,
officers or employees. The Company shall at no time make any derogatory or
disparaging comments regarding Mr. Cloutier.
9. The execution of this Agreement shall not be construed as an admission of
a violation of any statute or law or breach of any duty or obligation by
either the Company or Mr. Cloutier.
10. This Agreement is confidential and shall not be made public by either the
Company or Mr. Cloutier except as required by law, or subpoena or like
instrument, or is necessary in order to enforce this Agreement, in which
event, the party making disclosure shall advise the non-disclosing party
as soon as reasonably practical.
11. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid and unenforceable
provisions were omitted.
12. This Agreement is personal to Mr. Cloutier and may not be assigned by him.
However, in the event of Mr. Cloutier's death, all the rights of Mr.
Cloutier set forth in this Agreement, including the rights to request a
Demand Registration, shall accrue to his spouse, if she is living;
otherwise, to his heirs.
13. This Agreement is made pursuant to and shall be governed by the laws of
the State of Rhode Island, without regard to its rules regarding conflict
of laws. The parties agree that the courts of the State of Rhode Island,
and the Federal Courts located therein, shall have exclusive jurisdiction
over all matters arising from this Agreement. Mr. Cloutier and the Company
hereby agree that service of process by certified mail, return receipt
requested, shall be deemed appropriate service of process.
14. Except as otherwise indicated, this Agreement contains the entire
understanding between Mr. Cloutier and the Company, supersedes all prior
agreements, oral or written, regarding the subject matter hereof, and may
not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharge is sought. Mr. Cloutier acknowledges that he has
not relied upon any representation or statement, written or oral, not set
forth in this Agreement.
15. Mr. Cloutier may revoke this Agreement at any time during the seven-day
period following the date of his signature below (the "Revocation Period")
by delivering written notice of his revocation to the Company's attention
at 260 Lake Road, Dayville, Connecticut 06241; Attention: Michael S. Funk.
This Agreement shall become effective upon the expiration of the
Revocation Period.
16. All notices required or contemplated by this Agreement shall be deemed
effective if written and delivered in person or if sent by certified mail,
return receipt requested, to the Company at the address shown in Section
15 above, to the attention of Michael S. Funk, Chief Executive Officer of
the Company, with a copy to E. Colby Cameron, Esq., Cameron & Mittleman
LLP, 56
25
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Exchange Terrace, Providence, RI 02903 or to Mr. Cloutier at 60 Crystal
Drive, East Greenwich, RI 02818, with a copy to: Stanford N. Goldman, Jr.,
Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial
Center, Boston, MA 02111, or such other persons or addresses as may
hereafter be designated by the respective parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date set
forth below.
UNITED NATURAL FOODS, INC. Witness:
By:
- ---------------------------- -------------------------------
Michael S. Funk
Chief Executive Officer
December 8, 1999
Witness:
- ---------------------------- -------------------------------
Norman A. Cloutier
December 8, 1999
26
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SCHEDULE 5a
Stock Options
Grant Date Price # Shares Original Vesting New Vesting Date
- ---------- ----- -------- ---------------- ----------------
Date
----
7/31/96 $ 6.38 137,500 7/31/96 7/31/96
7/31/96 $10.60 9,433 7/11/96 7/11/96
7/31/96 $10.60 9,433 7/31/97 7/31/97
7/31/96 $10.60 9,433 7/31/98 7/31/98
7/31/96 $10.60 9,433 7/31/99 7/31/99
7/31/96 $10.60 3,518 7/31/00 12/6/99
12/19/97 $20.25 10,562 2/19/97 2/19/97
12/19/97 $20.25 32,737 12/19/00 12/6/99
12/19/97 $20.25 7,062 12/19/01 12/6/99
12/19/97 $20.25 7,062 12/19/02 12/6/99
12/19/97 $22.28 447 12/19/97 12/19/97
12/19/97 $22.28 3,263 12/19/00 12/6/99
12/19/97 $22.28 4,938 12/19/01 12/6/99
12/19/97 $22.28 4,938 12/19/02 12/6/99
27
