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Form 8-K UNITED NATURAL FOODS For: Jun 08

June 8, 2015 4:11 PM


 


UNITED STATES
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): June 8, 2015

UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
000-21531
05-0376157
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
 
313 Iron Horse Way, Providence, RI 02908
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (401) 528-8634

N/A
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 (the “Exchange Act”), 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 June 8, 2015, United Natural Foods, Inc., a Delaware corporation (the "Company"), issued a press release to report its financial results for the third fiscal quarter ended May 2, 2015. The press release is furnished as Exhibit 99.1 hereto.
    
Item 9.01    Financial Statements and Exhibits.
    
(d)    Exhibits

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of United Natural Foods, Inc. dated June 8, 2015
 
 
 

 






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
Name:
Mark E. Shamber
Title:
Senior Vice President, Chief Financial Officer and Treasurer



Date:    June 8, 2015






EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of United Natural Foods, Inc. dated June 8, 2015
 
 
 








IMMEDIATE RELEASE
June 8, 2015


UNITED NATURAL FOODS, INC. ANNOUNCES
THIRD QUARTER FISCAL 2015 RESULTS


Q3 FISCAL 2015 NET SALES INCREASED 18.7% YEAR-OVER-YEAR TO RECORD $2.11 BILLION
REVISES FISCAL 2015 FINANCIAL GUIDANCE


Providence, Rhode Island- June 8, 2015 -- United Natural Foods, Inc. (Nasdaq: UNFI) (the "Company" or "UNFI") today reported financial results for the third quarter of fiscal 2015 ended May 2, 2015.

Third Quarter Fiscal 2015 Highlights

Net sales increased 18.7% to $2.11 billion for the third quarter of fiscal 2015 compared to $1.78 billion for the same period last fiscal year
Operating income increased 10.2% to $69.0 million for the third quarter of fiscal 2015 compared to $62.6 million for the same period last fiscal year
Diluted EPS was $0.83 for the third quarter of fiscal 2015, an increase of 13.7% from $0.73 for the same period last fiscal year

“While comparable sales growth moderated in the quarter, we believe that this is a short term trend,” said Steven Spinner, President and Chief Executive Officer. “Demand for organic, gourmet and ethnic products continues to increase, and we have seen sales growth accelerate modestly in the first few weeks of our fourth quarter.”

Net sales for the third quarter of fiscal 2015 increased 18.7%, or $332.9 million, to $2.11 billion from $1.78 billion in the third quarter of fiscal 2014. The third quarter of fiscal 2015 included net sales of approximately $213.7 million from the Company's acquisition of Tony's Fine Foods ("Tony's") in the fourth quarter of fiscal 2014. Gross margin decreased 132 basis points to 15.4% for the third quarter of fiscal 2015 compared to 16.7% for the same period last year. The decrease was primarily due to the dilution from Tony's net sales, the unfavorable foreign exchange rate for the Company's Canadian business, lower fuel surcharges, and a shift in mix of sales.









Total operating expenses were 12.2% as a percentage of net sales for the third quarter of fiscal 2015, a decrease of 107 basis points compared with the same period last fiscal year. Total operating expenses increased $21.4 million, or 9.1%, to $256.9 million for the third quarter of fiscal 2015 compared to $235.5 million in the third quarter of fiscal 2014, primarily due to additional costs required to service higher sales volume. Total operating expenses for the third quarter of fiscal 2015 included startup costs of approximately $0.5 million related to the Company's Hudson Valley, New York and Prescott, Wisconsin facilities offset by a $0.6 million energy grant received as a result of incorporating eligible energy saving designs into the Company's Hudson Valley, New York facility. Total operating expenses for the third quarter of fiscal 2014 included startup costs of approximately $0.9 million related to the Company's Racine, Wisconsin facility as well as $0.6 million of costs related to the acquisition of Tony's.

Operating income increased 10.2%, or $6.4 million, to $69.0 million for the third quarter of fiscal 2015 compared to $62.6 million for the third quarter of fiscal 2014. As a percentage of net sales, operating income for the third quarter of fiscal 2015 decreased 25 basis points to 3.3% compared to the same period last fiscal year.

Net income for the third quarter of fiscal 2015 increased $5.4 million, or 14.7%, to $41.8 million, or $0.83 per diluted share, from $36.4 million, or $0.73 per diluted share, for the third quarter of fiscal 2014. Net income for the third quarter of fiscal 2015 includes a gain of $4.2 million associated with a transfer of land at the Company's Prescott, Wisconsin facility.

“Our acquisition of Tony’s Fine Foods, which expanded our presence in fresh foods, has exceeded our expectations as consumer interests continue to shift towards the perimeter of the store,” added Mr. Spinner. “In combination with our Albert’s Organics business, UNFI is well-positioned to capitalize on the consumers’ demands for fresh products.  Additionally, UNFI’s investment in refrigerated infrastructure will serve as a catalyst towards increased growth and market share as the platform moves across the country.”

Fiscal 2015 Year to Date Summary

Net sales for the nine months ended May 2, 2015 totaled $6.12 billion, a 21.7% increase over the comparable prior fiscal year period. Fiscal 2015 net sales included approximately $661.1 million from the Company's acquisition of Tony's noted above. In the first half of fiscal 2015, the Company recognized an aggregate non-recurring reduction in net sales of $9.3 million to reflect amounts owed to a customer resulting from an incorrect calculation of contractual obligations to that customer from fiscal 2009 through fiscal 2014. The Company identified the incorrect calculation and brought it to the attention of its customer.

Gross margin decreased 123 basis points to 15.4% compared to the nine months ended May 3, 2014. This decrease was primarily due to the dilution from Tony's net sales, a shift in mix of sales, unfavorable foreign exchange for the Company's Canadian business, and the reduction in net sales related to the incorrect calculation noted above.

At 12.5% of net sales, total operating expenses for the nine months ended May 2, 2015 were 95 basis points lower as a percentage of sales than the comparable prior fiscal year period. Total operating expenses increased $89.3 million, or 13.2%, to $767.2 million from $678.0 million for the nine months ended May 3, 2014. The nine months ended May 2, 2015 included startup costs of approximately $2.4 million related to the Company's Hudson Valley, New York, Auburn, California and Prescott, Wisconsin facilities, $0.6 million associated with the write-off of an intangible asset related to the Company's Canadian division, which was acquired in June 2010, a $0.2 million restructuring charge related to the closure of the Company's Aux Mille facility located in Quebec, Canada, and approximately $0.3 million in costs related to the Company's acquisition of Tony's, offset by a $0.6 million energy grant received related to our Hudson Valley, New York facility.

Operating income for the nine months ended May 2, 2015 increased 10.9%, or $17.4 million, to $176.9 million from $159.5 million for the nine months ended May 3, 2014. Operating income as a percentage of net sales decreased 28 basis points to 2.9% compared to the same period last fiscal year. Adjusted operating income increased $26.7 million, or 16.7%, to $186.2 million for the nine months ended May 2, 2015, excluding the non-recurring reduction in net sales of $9.3 million related to the incorrect calculation noted above.






Net income for the nine months ended May 2, 2015 increased $10.5 million, or 11.4%, to $102.6 million, or $2.04 per diluted share, from $92.1 million, or $1.85 per diluted share for the nine months ended May 3, 2014. Net income for the nine months ended May 2, 2015 includes a gain of $4.2 million associated with a transfer of land at the Company's Prescott, Wisconsin facility. Adjusted net income for the nine months ended May 2, 2015 increased $16.2 million, or 17.5%, to $108.3 million, or $0.30 per diluted share, to $2.15 per diluted share excluding the non-recurring reduction in net sales of $9.3 million related to the incorrect calculation noted above.

Adjusted operating income, adjusted net income and adjusted earnings per diluted share are non-GAAP financial measures. Please refer to the tables in this press release for a reconciliation of all non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP.

Revised Fiscal 2015 Guidance

Based on UNFI's performance to date and the current outlook for the remainder of fiscal 2015, UNFI is updating its previous guidance for fiscal 2015 provided on March 9, 2015. For fiscal 2015, ending August 1, 2015, the Company expects net sales in the range of approximately $8.15 to $8.19 billion, an increase of approximately 20.0% to 20.5% over fiscal 2014. The Company estimates GAAP earnings per diluted share for fiscal 2015 in the range of approximately $2.75 to $2.79 per share, an increase of approximately 9.1% to 10.7% over fiscal 2014 GAAP earnings per diluted share of $2.52. Adjusted for the impact of the $7.7 million reduction in net sales, adjusted earnings per diluted share for fiscal 2015 is expected to be in the range of $2.84 to $2.88, an increase of approximately 12.7% to 14.3% over fiscal 2014 GAAP earnings per diluted share of $2.52.

Conference Call & Webcast

The Company's third quarter 2015 conference call and audio webcast will be held today, Monday, June 8, 2015 at 5:00 p.m. EDT. The audio webcast of the conference call will be available to the public, on a listen-only basis, via the Internet at the Investors section of the Company's website at www.unfi.com. The online archive of the webcast will be available on the Company's website for 30 days.

About United Natural Foods

United Natural Foods, Inc. (http://www.unfi.com) carries and distributes more than 80,000 products to more than 40,000 customer locations throughout the United States and Canada. 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 Magazine in 2014 as one of "America's Best Managed Companies," ranked by Fortune in 2012 as one of its "Most Admired American Companies," and chosen by Food Logistics Magazine as one of its 2012 Top 20 Green Providers.









For more information on United Natural Foods, Inc., visit the Company’s website at www.unfi.com.

 
AT THE COMPANY:
 
ICR
 
Mark Shamber
 
Katie Turner
 
Chief Financial Officer
 
General Information
 
(401) 528-8634
 
(646) 277-1228

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 and are based on current expectations and management estimates; actual results may differ materially. The risks and uncertainties which could impact these statements are described in the Company's filings under the Securities Exchange Act of 1934, as amended, including its annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on October 1, 2014 (as amended on March 12, 2015), its quarterly reports on Form 10-Q filed with the SEC on December 10, 2014 (as amended on March 12, 2015) and March 12, 2015 and other filings the Company makes with the SEC, and include, but are not limited to, the Company's dependence on principal customers; the Company's sensitivity to general economic conditions, including the current economic environment, changes in disposable income levels and consumer spending trends; the Company's ability to reduce its expenses in amounts sufficient to offset its increased focus on sales to conventional supermarkets and the shift in the Company's product mix as a result of its acquisition of Tony's and the resulting lower gross margins on those sales; the Company's reliance on the continued growth in sales of natural and organic foods and non-food products in comparison to conventional products; the Company's ability to timely and successfully deploy its warehouse management system throughout its distribution centers and its transportation management system across the Company; volatility in fuel costs; the Company's sensitivity to inflationary and deflationary pressures; the relatively low margins and economic sensitivity of the Company's business; the potential for disruptions in the Company's supply chain by circumstances beyond its control; the risk of interruption of supplies due to lack of long-term contracts, consumer demand for natural and organic products outpacing suppliers’ ability to produce those products, severe weather, work stoppages or otherwise; union-organizing activities that could cause labor relations difficulties and increased costs; the ability to identify and successfully complete acquisitions of other natural, organic and specialty food and non-food products distributors; management's allocation of capital and the timing of capital expenditures; and the Company's ability to successfully deploy its operational initiatives to achieve synergies from the acquisition of Tony’s. 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 are based on a number of assumptions, many of which are outside the Company's control and should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so.

Non-GAAP Financial Measures: To supplement its financial statements presented on a generally accepted accounting principles (“GAAP”) basis, the Company has included in this press release non-GAAP financial measures (including adjusted operating income, adjusted net income and both historical and estimated adjusted earnings per diluted share) in each case excluding the impact of a reduction in net sales related to an incorrect calculation of amounts owed to a customer discussed within this press release. The reconciliations of non-GAAP financial measures to the comparable GAAP financial measures are presented in the tables appearing below labeled "Condensed Consolidated Statements of Income with Adjustments" for the nine months ended May 2, 2015 and the fiscal year ending August 1, 2015, as applicable. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. The Company believes that presenting its adjusted operating income, adjusted net income and adjusted earnings per diluted share for the nine months ended May 2, 2015 and the fiscal year ending August 1, 2015, as applicable, excluding the impact of the reduction in net sales described above aids in making period-to-period comparisons and is a meaningful indication of its operating performance. The Company's management utilizes this non-GAAP financial information to compare the Company's operating performance during the 2015 fiscal year versus the comparable periods in the 2014 fiscal year and to internally prepared projections.









UNITED NATURAL FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(In thousands, except per share data amounts)
 
 
 
Three months ended
 
Nine months ended
 
 
May 2,
2015
 
May 3,
2014
 
May 2,
2015
 
May 3,
2014
Net sales
 
$
2,114,643

 
$
1,781,729

 
$
6,123,665

 
$
5,029,781

Cost of sales
 
1,788,729

 
1,483,600

 
5,179,556

 
4,192,309

Gross profit
 
325,914

 
298,129

 
944,109

 
837,472

Operating expenses
 
256,942

 
235,514

 
766,438

 
677,986

Restructuring and asset impairment expenses
 

 

 
803

 

Total operating expenses
 
256,942

 
235,514

 
767,241


677,986

Operating income
 
68,972


62,615

 
176,868

 
159,486

Other expense (income):
 
 

 
 

 
 
 
 
Interest expense
 
3,920

 
2,308

 
10,729

 
5,944

Interest income
 
(123
)
 
(129
)
 
(285
)
 
(374
)
Other, net
 
(4,396
)
 
(217
)
 
(3,785
)
 
404

Total other expense, net
 
(599
)
 
1,962

 
6,659

 
5,974

Income before income taxes
 
69,571

 
60,653

 
170,209

 
153,512

Provision for income taxes
 
27,821

 
24,261

 
67,573

 
61,405

Net income
 
$
41,750

 
$
36,392

 
$
102,636

 
$
92,107

Basic per share data:
 
 

 
 

 
 
 
 
Net income
 
$
0.83

 
$
0.73

 
$
2.05

 
$
1.86

Weighted average basic shares of common stock outstanding
 
50,079

 
49,635

 
49,998

 
49,577

Diluted per share data:
 
 

 
 

 
 
 
 
Net income
 
$
0.83

 
$
0.73

 
$
2.04

 
$
1.85

Weighted average diluted shares of common stock outstanding
 
50,348

 
49,931

 
50,246

 
49,860







UNITED NATURAL FOODS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except per share amounts)
 
 
May 2,
2015
 
August 2,
2014
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
23,940

 
$
16,116

Accounts receivable, net
 
510,692

 
449,870

Inventories
 
947,697

 
834,722

Prepaid expenses and other current assets
 
54,970

 
45,064

Deferred income taxes
 
38,570

 
32,518

Total current assets
 
1,575,869

 
1,378,290

Property & equipment, net
 
556,526

 
483,960

Goodwill
 
268,529

 
274,548

Intangible assets, net
 
128,206

 
134,989

Other assets
 
29,191

 
25,446

Total assets
 
$
2,558,321

 
$
2,297,233

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
440,276

 
$
385,890

Accrued expenses and other current liabilities
 
124,617

 
136,959

Current portion of long-term debt
 
11,566

 
990

Total current liabilities
 
576,459

 
523,839

Notes payable
 
360,599

 
415,660

Long-term debt, excluding current portion
 
177,246

 
32,510

Deferred income taxes
 
60,040

 
50,995

Other long-term liabilities
 
30,949

 
30,865

Total liabilities
 
1,205,293

 
1,053,869

Commitments and contingencies
 

 

Stockholders’ equity:
 
 

 
 

Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding
 

 

Common stock, $0.01 par value, authorized 100,000 shares; 50,087 issued and outstanding shares at May 2, 2015; 49,771 issued and outstanding shares at August 2, 2014
 
501

 
498

Additional paid-in capital
 
418,623

 
402,875

Unallocated shares of Employee Stock Ownership Plan
 

 
(14
)
Accumulated other comprehensive loss
 
(13,889
)
 
(5,152
)
Retained earnings
 
947,793

 
845,157

Total stockholders’ equity
 
1,353,028

 
1,243,364

Total liabilities and stockholders’ equity
 
$
2,558,321

 
$
2,297,233







UNITED NATURAL FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
 
 
 
Nine months ended
 
 
May 2,
2015
 
May 3,
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 

 
 

Net income
 
$
102,636

 
$
92,107

Adjustments to reconcile net income to net cash used in operating activities:
 
 

 
 

Depreciation and amortization
 
47,206

 
35,427

Share-based compensation
 
11,972

 
13,137

Gain on disposals of property and equipment
 
(784
)
 
(59
)
Gain on acquisition of land
 
(2,824
)
 

Excess tax benefits from share-based payment arrangements
 
(2,865
)
 
(2,459
)
Restructuring and asset impairment
 
803

 

Deferred income taxes
 
3,292

 
3,165

Provision for doubtful accounts
 
3,508

 
2,771

Non-cash interest expense
 
368

 
1,767

Changes in assets and liabilities, net of acquired businesses:
 
 

 
 

Accounts receivable
 
(67,166
)
 
(81,467
)
Inventories
 
(116,693
)
 
(126,613
)
Prepaid expenses and other assets
 
(3,863
)
 
(6,251
)
Accounts payable
 
30,053

 
48,107

Accrued expenses and other liabilities
 
(11,836
)
 
(279
)
Net cash used in operating activities
 
(6,193
)
 
(20,647
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 

 
 

Capital expenditures
 
(98,544
)
 
(107,945
)
Purchases of acquired businesses, net of cash acquired
 
(8,017
)
 
(23,032
)
Proceeds from disposals of property and equipment
 
936

 
6,061

Long-term investment
 
(3,000
)
 

Net cash used in investing activities
 
(108,625
)
 
(124,916
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 

 
 

Repayments of long-term debt
 
(8,252
)
 
(707
)
Proceeds from borrowings from long-term debt
 
150,000

 

Proceeds from borrowings under revolving credit line
 
567,807

 
535,218

Repayments of borrowings under revolving credit line
 
(621,933
)
 
(397,093
)
Increase in bank overdraft
 
33,122

 
12,711

Proceeds from exercise of stock options
 
3,297

 
2,125

Payment of employee restricted stock tax withholdings
 
(2,383
)
 
(3,709
)
Excess tax benefits from share-based payment arrangements
 
2,865

 
2,459

Capitalized debt issuance costs
 
(1,963
)
 

Net cash provided by financing activities
 
122,560

 
151,004

EFFECT OF EXCHANGE RATE CHANGES ON CASH
 
82

 
25

NET INCREASE IN CASH AND CASH EQUIVALENTS
 
7,824

 
5,466

Cash and cash equivalents at beginning of period
 
16,116

 
11,111

Cash and cash equivalents at end of period
 
$
23,940

 
$
16,577

 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 

 
 

Cash paid for interest
 
$
10,688

 
$
4,812

Cash paid for federal and state income taxes, net of refunds
 
$
58,989

 
$
52,880






UNITED NATURAL FOODS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME WITH ADJUSTMENTS
Reconciliation of GAAP Results to Non-GAAP Presentation (unaudited)
(In thousands, except per share data)

 
 
Nine months ended May 2, 2015
 
 
 
GAAP
 
Adjustments
 
 
Adjusted
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
176,868

 
$
9,326

 
 
$
186,194

 
Net income
 
$
102,636

 
$
5,624

 
 
$
108,260

 
 
 
 
 
 
 
 
 
 
Diluted per share data:
 
 
 
 
 
 
 
 
Net income
 
$
2.04

 
$
0.11

 
 
$
2.15

 
Weighted average diluted shares of common stock outstanding
 
50,246

 
 
 
 
50,246

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Reconciliation of Guidance for GAAP Diluted Earnings per Common Share to Non-GAAP
Adjusted Diluted Earnings per Common Share (unaudited)


The following table details the effect of the adjustment for the reduction in net sales to diluted earnings per share guidance, including the reduction in net sales (GAAP basis), to diluted earnings per share guidance, excluding the reduction in net sales (Non-GAAP basis) for the fiscal year ending August 1, 2015:


 
Fiscal Year Ending August 1, 2015
 
Low Range
High Range
 
 
 
GAAP diluted earnings per common share
$
2.75

$
2.79

Less the impact of a $7.7 million reduction in net sales
0.09

0.09

Non-GAAP diluted earnings per common share
$
2.84

$
2.88





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