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UNITED STATES
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, 2004
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 Identification No.)
Incorporation or Organization)
260 Lake Road Dayville, CT 06241
(Address of Principal Executive Offices) (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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of March 5, 2004 there were 19,785,478 shares of the Registrant's Common
Stock, $0.01 par value per share, outstanding.
UNITED NATURAL FOODS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 2004
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (unaudited) 3
Condensed Consolidated Statements of Income (unaudited) 4
Condensed Consolidated Statements of Cash Flows (unaudited) 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk 26
Item 4. Controls and Procedures 26
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 6. Exhibits and Reports on Form 8-K 27
Signatures 28
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
January 31, July 31,
(In thousands, except per share amounts) 2004 2003
----------- ---------
ASSETS
- ------
Current assets:
Cash $ 8,860 $ 3,645
Accounts receivable, net 99,652 90,111
Notes receivable, trade 736 585
Inventories 175,555 158,263
Prepaid expenses 6,499 5,706
Deferred income taxes 6,004 6,455
Refundable income taxes 1,890 704
--------- ---------
Total current assets 299,196 265,469
Property & equipment, net 105,195 101,238
Other assets:
Notes receivable, trade, net 2,832 1,261
Goodwill 57,202 57,400
Intangible assets, net 742 1,014
Other, net 3,272 3,717
--------- ---------
Total assets $ 468,439 $ 430,099
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable - line of credit $ 106,498 $ 96,170
Current portion of long-term debt 4,739 4,459
Current portion of obligations under capital leases 809 903
Accounts payable 79,130 67,187
Accrued expenses and other current liabilities 24,007 26,347
Financial instruments 192 6,104
--------- ---------
Total current liabilities 215,375 201,170
Long-term debt, excluding current portion 46,129 38,507
Deferred income taxes 169 2,247
Obligations under capital leases, excluding current portion 2,247 612
--------- ---------
Total liabilities 263,920 242,536
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, authorized 5,000 shares;
none issued and outstanding -- --
Common stock, $0.01 par value, authorized 50,000 shares;
19,674 and 19,510 issued and outstanding at January 31,
2004 and July 31, 2003, respectively 197 195
Additional paid-in capital 89,746 86,068
Unallocated shares of ESOP (1,850) (1,931)
Accumulated other comprehensive (loss) income (192) 432
Retained earnings 116,618 102,799
--------- ---------
Total stockholders' equity 204,519 187,563
--------- ---------
Total liabilities and stockholders' equity $ 468,439 $ 430,099
========= =========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Quarters ended January 31, Six months ended January 31,
(In thousands, except per share data) 2004 2003 2004 2003
--------- --------- --------- ---------
Net sales $ 393,248 $ 338,447 $ 774,631 $ 649,440
Cost of sales 314,463 269,598 619,673 517,166
--------- --------- --------- ---------
Gross profit 78,785 68,849 154,958 132,274
Operating expenses 65,386 57,940 128,318 111,372
Amortization of intangibles 234 66 466 104
--------- --------- --------- ---------
Total operating expenses 65,620 58,006 128,784 111,476
--------- --------- --------- ---------
Operating income 13,165 10,843 26,174 20,798
--------- --------- --------- ---------
Other expense (income):
Interest expense 2,133 2,072 4,454 3,919
Change in fair value of financial instruments (400) (226) (704) 1,479
Other, net (112) (183) (230) (420)
--------- --------- --------- ---------
Total other expense 1,621 1,663 3,520 4,978
--------- --------- --------- ---------
Income before income taxes 11,544 9,180 22,654 15,820
Income taxes 4,502 3,672 8,835 6,328
--------- --------- --------- ---------
Net income $ 7,042 $ 5,508 $ 13,819 $ 9,492
========= ========= ========= =========
Per share data (basic):
Net income $ 0.36 $ 0.29 $ 0.71 $ 0.50
========= ========= ========= =========
Weighted average shares of common stock 19,598 19,119 19,562 19,113
========= ========= ========= =========
Per share data (diluted):
Net income $ 0.35 $ 0.28 $ 0.68 $ 0.49
========= ========= ========= =========
Weighted average shares of common stock 20,375 19,526 20,282 19,471
========= ========= ========= =========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended January 31,
(In thousands) 2004 2003
----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,819 $ 9,492
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,531 5,051
Change in fair value of financial instruments (704) 1,479
Gain on disposals of property and equipment (22) (6)
Deferred income tax benefit 451 --
Provision for doubtful accounts 1,320 1,699
Changes in assets and liabilities:
Accounts receivable (10,861) 5,242
Inventory (17,185) 2,934
Prepaid expenses and other assets (1,743) (3,177)
Notes receivable, trade (1,722) (1,467)
Accounts payable 11,943 2,658
Accrued expenses and other liabilities (1,838) 1,331
Financial instruments (5,400) --
Tax effect of stock option exercises 921 107
--------------------------
Net cash (used in) provided by operating activities (5,941) 25,343
--------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of acquired businesses, net of cash acquired (6) (43,724)
Proceeds from sale of property and equipment 141 47
Capital expenditures (9,335) (11,221)
--------------------------
Net cash used in investing activities (9,200) (54,898)
--------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under note payable 10,328 31,392
Net proceeds from issuance of long-term debt 9,904 --
Repayments of long-term debt (2,098) (854)
Principal payments of capital lease obligations (537) (657)
Proceeds from exercise of stock options 2,759 317
--------------------------
Net cash provided by financing activities 20,356 30,198
--------------------------
NET INCREASE IN CASH 5,215 643
Cash at beginning of period 3,645 11,184
--------------------------
Cash at end of period $ 8,860 $ 11,827
==========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 4,354 $ 3,798
==========================
Income taxes $ 9,079 $ 6,421
==========================
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-5-
UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2004 (UNAUDITED)
1. BASIS OF PRESENTATION
United Natural Foods, Inc. (the "Company") is a distributor and retailer of
natural and organic products. The Company sells its products throughout the
United States.
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation. Certain prior
year amounts have been reclassified to conform to the current year's
presentation.
The accompanying unaudited condensed consolidated 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 accounting principles generally accepted in the United States
of America 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. These financial statements should be read
in conjunction with the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended July 31,
2003.
2. INTEREST RATE SWAP AGREEMENTS
In October 1998, the Company entered into an interest rate swap agreement that
provided for the Company 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. This
swap had been entered into as a hedge against LIBOR interest rate movements on
current and anticipated variable rate indebtedness totaling $60 million at LIBOR
plus 1.50%, thereby fixing the effective rate at 6.50%. In October 2003, the
counter party exercised its option to extend the original five-year term of the
swap agreement to seven years. The inclusion of this option prohibited
accounting for the swap as an effective hedge under Statement of Financial
Accounting Standards ("SFAS") No. 133 ("SFAS 133"), Accounting for Derivative
Instruments and Hedging Activities.
The Company entered into an additional interest rate swap agreement effective
August 2001. The additional agreement provided for the Company to pay interest
for a four-year period at a fixed rate of 4.81% on a notional principal amount
of $30 million while receiving interest for the same period at the LIBOR rate on
the same notional principal amount. The four-year term of the swap agreement
could have been extended to six years at the option of the counter party, which
prohibited accounting for the swap as an effective hedge under SFAS 133. The
swap had been entered into as a hedge against LIBOR interest rate movements on
current and anticipated variable rate indebtedness totaling $30 million at LIBOR
plus 1.50%, thereby fixing the effective rate on the notional amount at 6.31%.
If LIBOR exceeded 6.0% in a given period, the agreement was suspended for that
period.
On December 29, 2003, the Company assigned and transferred all of its
obligations of its two "ineffective" interest rate swaps to a third party at a
cost of $5.4 million plus accrued interest. As a result of this assignment,
these "ineffective" swaps will no longer be included as a special item for
future fiscal periods. These "ineffective" swaps were included as special items
for the first two quarters of fiscal 2004.
The Company recorded $0.4 million and $0.2 million of income for the quarters
ended January 31, 2004 and 2003, respectively, and $0.7 million of income and
$1.5 million of expense for the six months ended January 31, 2004 and 2003,
respectively, on these interest rate swap agreements and related option
agreements to reflect the change in fair value of the financial instruments.
The Company also entered into an interest rate swap agreement effective May
2003. The agreement provides for the Company to pay interest for a seven-year
period at a fixed rate of 3.68% on a notional principal amount of $30 million
while receiving interest for the same period at the LIBOR rate on the same
-6-
notional principal amount. The swap has been entered into as a hedge against
LIBOR interest rate movements on current variable rate indebtedness totaling
$30.0 million at LIBOR plus 1.50%, thereby fixing the Company's effective rate
on the notional amount at 5.18%. The swap agreement qualifies as an "effective"
hedge under SFAS 133. The Company recorded a liability of $192,000 as of January
31, 2004, and a corresponding amount to accumulated other comprehensive loss in
the statement of stockholders' equity to reflect the fair value of the
instrument.
3. STOCK OPTION PLANS
The Company grants stock options for a fixed number of shares to employees and
certain other individuals with exercise prices equal to the fair value of the
shares at the dates of grant. The Company has adopted the disclosure only
provisions of SFAS No. 123 ("SFAS 123"), Accounting for Stock-based
Compensation, and will continue to account for its stock option plans in
accordance with the provisions of Accounting Principles Board Opinion 25,
Accounting for Stock Issued to Employees. In addition, the Company has made the
appropriate disclosures as required under SFAS No. 148 ("SFAS 148"), Accounting
for Stock-Based Compensation--Transition and Disclosure--an amendment of FASB
Statement No. 123.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provision of SFAS 123 and
SFAS 148 to stock-based employee compensation:
Quarters ended Six months ended
January 31, January 31,
-------------------- --------------------
2004 2003 2004 2003
- ------------------------------------------------ -------- -------- -------- --------
Net income - as reported $ 7,042 $ 5,508 $ 13,819 $ 9,492
Deduct:
Total stock-based employee compensation expense
determined under fair value based method
for all awards, net of related tax effects (729) (917) (1,399) (1,687)
-------- -------- -------- --------
Net income - pro forma $ 6,313 $ 4,591 $ 12,420 $ 7,805
-------- -------- -------- --------
Basic earnings per share
As reported $ 0.36 $ 0.29 $ 0.71 $ 0.50
-------- -------- -------- --------
Pro forma $ 0.32 $ 0.24 $ 0.63 $ 0.41
-------- -------- -------- --------
Diluted earnings per share
As reported $ 0.35 $ 0.28 $ 0.68 $ 0.49
-------- -------- -------- --------
Pro forma $ 0.31 $ 0.24 $ 0.61 $ 0.40
-------- -------- -------- --------
The Company estimates the fair value of each option as of the date of grant
using the Black-Scholes pricing model with the following weighted average
assumptions used for grants in the quarters and the six months ended January 31,
2004 and 2003:
Quarters ended January 31, Six months ended January 31,
-------------------------- ----------------------------
2004 2003 2004 2003
-------- -------- -------- --------
Expected volatility 49.6% 62.0% 49.7% 62.0%
Dividend yield 0.0% 0.0% 0.0% 0.0%
Risk free interest rate 3.70% 3.3% 3.70% 3.3%
Expected life 3.25 years 5 years 3.27 years 5 years
The Board of Directors adopted and the stockholders approved the 2002 Stock
Incentive Plan of the Company, which provides for grants of stock options to
employees, officers, directors and others, on October 2, 2002 and December 3,
2002, respectively. These options are intended to either qualify as incentive
stock options within the meaning of Section 422 of the Internal Revenue Code or
be "non-statutory stock options." A total of 1,400,000 shares of common stock
may be issued upon the exercise of options granted under the 2002 Stock
Incentive Plan. In the quarter ended January 31, 2004, the Company granted
options for the purchase of 381,500 shares under its stock incentive plans.
-7-
4. EARNINGS PER SHARE
Following is a reconciliation of the basic and diluted number of shares used in
computing earnings per share:
Quarters ended Six months ended
January 31, January 31,
----------------- -----------------
(In thousands) 2004 2003 2004 2003
------ ------ ------ ------
Basic weighted average shares outstanding 19,598 19,119 19,562 19,113
Net effect of dilutive stock options based upon
the treasury stock method 777 407 720 358
------ ------ ------ ------
Diluted weighted average shares outstanding 20,375 19,526 20,282 19,471
====== ====== ====== ======
There were 163 and 315,489 anti-dilutive stock options for the quarters ended
January 31, 2004 and 2003, respectively. For the six months ended January 31,
2004 and 2003, there were 123,057 and 710,547 anti-dilutive stock options,
respectively.
5. COMPREHENSIVE INCOME
Total comprehensive income for the three-month period ended January 31, 2004
amounted to $6,810,000 as compared to $5,508,000 in the same period in the prior
year. For the six months ended January 31, 2004 and 2003, comprehensive income
amounted to $13,195,000 and $9,492,000, respectively. Comprehensive income is
comprised of net income plus the increase/decrease in the fair value of the May
2003 swap agreement discussed in Note 2.
6. ACQUISITIONS
On December 31, 2002, the Company acquired by merger privately held Northeast
Cooperative, a natural food distributor, headquartered in Brattleboro, Vermont,
which serviced customers in the Northeast and Midwest regions of the United
States, for cash consideration of $14.1 million. The acquisition was financed by
proceeds from the Company's line of credit. The operating results of Northeast
Cooperative have been included in the consolidated financial statements of the
Company beginning with the acquisition date. The Company has recorded goodwill
of $13.5 million related to this purchase acquisition.
On October 11, 2002, the Company acquired substantially all of the assets and
assumed substantially all of the liabilities of Blooming Prairie Cooperative
("Blooming Prairie"), a distributor of natural foods and related products in the
Midwest region of the United States, for cash consideration of $29.6 million.
The acquisition was financed by proceeds from the Company's line of credit. The
operating results of Blooming Prairie have been included in the consolidated
financial statements of the Company beginning with the acquisition date. The
Company recorded goodwill of $13.7 million related to this purchase acquisition.
The following presents the unaudited pro forma results assuming that the
acquisitions discussed above had occurred as of the beginning of fiscal 2003.
These pro forma results are not necessarily indicative of the results that will
occur in future periods.
-8-
Quarter ended Six months ended
(in thousands, except per share data) January 31, January 31,
2003 2003
------------- ----------------
Net sales $360,383 $729,734
======== ========
Income before income taxes $ 8,373 $ 15,091
======== ========
Net income $ 5,024 $ 9,055
======== ========
Earnings per common share:
Basic $0.26 $0.47
======== ========
Diluted $0.26 $0.47
======== ========
7. BUSINESS SEGMENTS
The Company has several operating divisions aggregated under the distribution
segment, which is the Company's only reportable segment. These operating
divisions have similar products and services, customer types, distribution
methods and historical margins. The distribution segment is engaged in national
distribution of natural foods, produce and related products in the United
States. Other operating divisions include a 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 manufacturing segment,
which engages in importing, roasting and packaging of nuts, seeds, dried fruit
and snack items. These other operating divisions 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 divisions.
Following is business segment information for the periods indicated:
Unallocated
Distribution Other Eliminations Expenses Consolidated
------------ ----- ------------ -------- ------------
Six months ended January 31, 2004
Net sales $753,706 $35,794 $(14,869) $774,631
Operating income (loss) 28,317 (2,037) (106) 26,174
Interest expense $4,454 4,454
Other, net (934) (934)
Income before income taxes 22,654
Amortization and depreciation 4,924 607 -- 5,531
Capital expenditures 9,108 227 -- 9,335
Total assets 619,693 41,805 (193,060) 468,438
Six months ended January 31, 2003
Net sales $626,243 $33,209 $(10,012) $649,440
Operating income (loss) 23,916 (3,079) (39) 20,798
Interest expense 3,919 3,919
Other, net 1,059 1,059
Income before income taxes 15,820
Amortization and depreciation 4,399 652 -- 5,051
Capital expenditures 10,654 567 -- 11,221
Total assets 572,769 46,160 (192,524) 426,405
-9-
Unallocated
Distribution Other Eliminations Expenses Consolidated
------------ ----- ------------ -------- ------------
Three months ended January 31, 2004
Net sales $382,549 $17,922 $(7,223) $393,248
Operating income (loss) 13,976 (785) (26) 13,165
Interest expense $2,133 2,133
Other, net (512) (512)
Income before income taxes 11,544
Amortization and depreciation 2,479 308 -- 2,787
Capital expenditures 6,849 157 -- 7,006
Total assets 619,693 41,805 (193,060) 468,438
Three months ended January 31, 2003
Net sales $327,156 $16,890 $ (5,028) $338,447
Operating income (loss) 12,501 (1,668) 10 10,843
Interest expense 2,072 2,072
Other, net (409) (409)
Income before income taxes 9,180
Amortization and depreciation 2,353 328 -- 2,681
Capital expenditures 6,740 168 -- 6,908
Total assets 572,769 46,160 (192,524) 426,405
8. NEW ACCOUNTING PRONOUNCEMENTS
In April 2003, the Financial Accounting Standards Board issued SFAS No. 149
("SFAS 149"), Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS 149 amends and clarifies financial accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. The adoption of SFAS
149 did not have a material impact on the Company's consolidated financial
position or results of operations.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150
("SFAS 150"), Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity. SFAS 150 requires issuers to classify as
liabilities (or assets in some circumstance) three classes of freestanding
financial instruments that embody obligations for the issuer. Generally, SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003 and is otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. In November 2003, the FASB issued FASB Staff
Position 150-3 which deferred the application of certain provisions of SFAS 150.
The Company adopted the remaining provisions of SFAS 150 on August 1, 2003. The
adoption of SFAS 150 did not have a material impact on the Company's
consolidated financial position or results of operations.
-10-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
We are a leading national distributor of natural and organic foods and related
products in the United States. In recent years, our sales to existing and new
customers have increased through the continued growth of the natural products
industry in general, our acquisition of or merger with natural products
distributors, and the expansion of existing distribution centers. 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
comprised of three principal units:
o Our Eastern Region, which is comprised of United Natural Foods,
United Northeast (formerly Northeast Cooperative) and Blooming
Prairie (formerly Blooming Prairie Cooperative);
o Our Western Region, which is comprised of Mountain People's
Warehouse, Inc. and Rainbow Natural Foods, Inc.; and
o Albert's, which operates in various markets across the United
States.
Through our subsidiary, the Natural Retail Group, we also own and operate 12
natural products retail stores located primarily in Florida. 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. In
addition, Hershey Import is a business that specializes in the international
trading, roasting and packaging of nuts, seeds, dried fruits and snack items.
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, insurance, administrative,
depreciation and amortization expense. Other expenses (income) include interest
on outstanding indebtedness, interest income, and the change in fair value of
financial instruments and miscellaneous income and expenses.
In order to maintain our market leadership and improve our operating
efficiencies, we are continually:
o expanding marketing and customer service programs across the
regions;
o expanding national purchasing opportunities;
o consolidating systems applications among physical locations and
regions;
o integrating administrative and accounting functions; and
o 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. We have made considerable capital expenditures and
incurred considerable expenses in connection with the expansion of our
facilities, including the current expansion of our facilities located in Iowa
City, Iowa and Dayville, Connecticut. In June 2003, we completed the expansion
of our Chesterfield, New Hampshire distribution facility to 289,000 square feet.
This expansion included the consolidation of our operations from Brattleboro,
Vermont to Chesterfield, New Hampshire.
We are currently expanding our Iowa City, Iowa distribution facility from its
existing 120,000 square feet to 260,000 square feet. This will enable us to
provide enhanced service levels to our customers in the Midwest market and
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continue to grow our sales base in that market. We are also currently expanding
our Dayville, Connecticut distribution facility from its existing 245,000 square
feet to 315,000 square feet. The additional storage space in our Iowa City and
Dayville facilities allows for more product diversity and the elimination of
outside storage expenses. While we will experience incremental short-term costs
during fiscal 2004, we expect the efficiencies created by expanding our Iowa
City and Dayville facilities to lower our expenses relative to sales over the
long-term. Upon completion of the Iowa City and Dayville facilities' expansions,
we will have added approximately 1,037,500 square feet to our distribution
centers in the last 5 years, which represents a 75% increase in our distribution
capacity.
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. In addition, we continue to increase
our leading market share of the growing natural products industry by expanding
our customer base, increasing our share of existing customers' business and
continuing to expand and further penetrate new distribution territories,
particularly in the Midwest and Texas markets. The acquisition of Blooming
Prairie Cooperative's Iowa City, Iowa and Mounds View, Minnesota distribution
facilities have provided us with an immediate physical base and growth platform
with which to broaden our presence in the fast growing Midwest market. The
expansion of our Chesterfield, New Hampshire distribution facility has enabled
us to service existing and new customers, to provide more product diversity, and
to better balance products among our distribution centers in our Eastern Region.
Critical Accounting Policies
The preparation of our consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. The U.S. Securities and Exchange Commission has defined critical
accounting policies as those that are both most important to the portrayal of
our financial condition and results and require our most difficult, complex or
subjective judgments or estimates. Based on this definition, we believe our
critical accounting policies include the following: (i) determining our
allowance for doubtful accounts, (ii) determining our insurance reserves and
(iii) assessing goodwill and intangible assets. For all financial statement
periods presented, there have been no material modifications to the application
of these critical accounting policies.
Allowance for doubtful accounts
We analyze customer creditworthiness, accounts receivable balances,
payment history, payment terms and historical bad debt levels when evaluating
the adequacy of our allowance for doubtful accounts. In instances where a
reserve has been recorded for a particular customer, future sales to the
customer are conducted using either cash-on-delivery terms, or the account is
closely monitored so that as agreed upon payments are received, orders are
released; a failure to pay results in held or cancelled orders. Our accounts
receivable balance was $99.7 million and $90.1 million, net of the allowance for
doubtful accounts of $6.3 million and $5.1 million, as of January 31, 2004 and
July 31, 2003, respectively. Our notes receivable balances were $3.6 million and
$1.8 million, net of the allowance of doubtful accounts of $2.6 million and $2.8
million, as of January 31, 2004 and July 31, 2003, respectively.
Insurance reserves
It is our policy to record the self-insured portion of our workers'
compensation, health insurance and automobile liabilities based upon actuarial
methods of estimating of the future cost of claims and related expenses that
have been reported but not settled, and that have been incurred but not yet
reported. Any projection of losses concerning workers' compensation and
automobile liability is subject to a considerable degree of variability. Among
the causes of this variability are unpredictable external factors affecting
litigation trends, benefit level changes and claim settlement patterns. If
actual claims incurred are greater than those anticipated, our reserves may be
insufficient and additional costs could be recorded in the consolidated
financial statements.
Assessing goodwill and intangible assets valuation
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and
Other Intangible Assets, requires that companies no longer amortize goodwill,
but instead test goodwill for impairment at least annually and between
-12-
annual tests if events occur or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its carrying amount. We have
elected to perform our annual tests for indications of goodwill impairment as of
July 31 of each year. Impairment losses are determined based upon the excess of
carrying amounts over discounted expected future cash flows of the underlying
business. The assessment of the recoverability of long-lived assets will be
impacted if estimated future cash flows are not achieved. For reporting units
that indicated potential impairment, we determined the implied fair value of
that reporting unit using a discounted cash flow analysis and compared such
values to the respective reporting units' carrying amounts.
Total goodwill as of January 31, 2004 and July 31, 2003 was $57.2 million
and $57.4 million, respectively, with goodwill for the Distribution operating
segment totaling $45.6 million and $45.7 million as of January 31, 2004 and July
31, 2003, respectively.
Results of Operations
The following table presents, for the periods indicated, certain income and
expense items expressed as a percentage of net sales:
Quarters ended Six Months Ended
January 31, January 31,
---------------- ----------------
2004 2003 2004 2003
------ ------ ------ ------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 80.0% 79.7% 80.0% 79.6%
------ ------ ------ ------
Gross profit 20.0% 20.3% 20.0% 20.4%
------ ------ ------ ------
Operating expenses 16.6% 17.1% 16.6% 17.1%
Amortization of intangibles 0.1% 0.0% 0.1% 0.0%
------ ------ ------ ------
Total operating expenses 16.7% 17.1% 16.6%* 17.2%*
------ ------ ------ ------
Operating income 3.3% 3.2% 3.4% 3.2%
------ ------ ------ ------
Other expense (income):
Interest expense 0.5% 0.6% 0.6% 0.6%
Change in fair value of financial instruments (0.1)% (0.1)% (0.1)% 0.2%
Other, net (0.0)% (0.1)% (0.0)% (0.1)%
------ ------ ------ ------
Total other expense 0.4% 0.5%* 0.5% 0.8%*
------ ------ ------ ------
Income before income taxes 2.9% 2.7% 2.9% 2.4%
Income taxes 1.1% 1.1% 1.1% 1.0%
------ ------ ------ ------
Net income 1.8% 1.6% 1.8% 1.5%*
====== ====== ====== ======
* Total reflects rounding
Quarter Ended January 31, 2004 Compared To Quarter Ended January 31, 2003
Net Sales
Our net sales increased approximately 16.2%, or $54.8 million, to $393.2 million
for the quarter ended January 31, 2004 from $338.4 million for the quarter ended
January 31, 2003. This increase was primarily due to our organic growth,
although we also benefited from sales from the acquisition of Northeast
Cooperative in December 2002 and the strike of certain mass market grocery
stores in southern California, resulting in growth in the independently owned
natural products retailers and mass market distribution channels of
approximately 17.2% and 16.5%, respectively, compared to the same period in the
-13-
prior year. Growth in the supernaturals distribution channel was approximately
14.9% compared to the same period in the prior year. Sales to our largest
customer, Whole Foods Market, Inc. ("Whole Foods Market") represented
approximately 25.4% and 25.5% of net sales for the quarters ended January 31,
2004 and 2003, respectively. Our current distribution arrangement with Whole
Foods Market expires on August 31, 2004. We will be entering into discussions
with Whole Foods Market over the next quarter to continue our relationship upon
expiration of the existing agreement.
Gross Profit
Our gross profit increased approximately 14.4%, or $9.9 million, to $78.8
million for the quarter ended January 31, 2004 from $68.8 million for the
quarter ended January 31, 2003. Our gross profit as a percentage of net sales
was 20.0% and 20.3% for the quarters ended January 31, 2004 and 2003,
respectively. The decrease in gross profit as a percentage of net sales in
comparison to the quarter ended January 31, 2003 was due to an increase in our
sales to supernaturals, which have lower gross profits.
Operating Expenses
Operating expenses, excluding special items, increased approximately 12.3%, or
$7.1 million, to $65.1 million for the quarter ended January 31, 2004 from $57.9
million for the quarter ended January 31, 2003. As a percentage of net sales,
operating expenses, excluding special items, decreased to approximately 16.5%
for the quarter ended January 31, 2004 from approximately 17.1% for the quarter
ended January 31, 2003. The approximately $7.1 million increase in operating
expenses for the quarter ended January 31, 2004 was due primarily to the
inclusion of a full quarter of expenses from Northeast Cooperative and an
increase in our infrastructure to support our continued growth. Operating
expenses for the quarter ended January 31, 2004 included a special item of $0.6
million in start-up and transition costs for certain equipment rental and labor
costs incurred in connection with the implementation of our primary distribution
agreement with Wild Oats Markets, Inc. ("Wild Oats Markets"), which has
staggered effective dates up to and including April 1, 2004. Operating expenses
for the quarter ended January 31, 2003 included special items of $0.1 million in
costs incurred related to the expansion of our Chesterfield, New Hampshire
distribution center. Operating expenses, including special items, increased
approximately 13.1%, or $7.6 million, to $65.6 million from $58.0 million for
the quarter ended January 31, 2003. As a percentage of sales, operating
expenses, including special items, decreased to 16.7% for the quarter ended
January 31, 2004 from 17.1% for the quarter ended January 31, 2003.
Operating Income
Operating income, excluding special items, increased $2.8 million to $13.7
million for the quarter ended January 31, 2004 from $10.9 million for the
quarter ended January 31, 2003. As a percentage of sales, operating income,
excluding special items, improved from 3.2% for the quarters ended January 31,
2003 to 3.5% for the quarter ended January 31, 2004. Operating income for the
quarter ended January 31, 2004 included a special item of $0.6 million of
start-up and transition costs for certain equipment rental and labor costs
incurred in connection with the implementation of our primary distribution
agreement with Wild Oats Markets. Operating income for the quarter ended January
31, 2003 included special items of $0.1 million related to the expansion of our
Chesterfield, New Hampshire distribution center. Operating income, including
special items, was $13.2 million for the quarter ended January 31, 2004 and
$10.8 million for the quarter January 31, 2003. Operating income, including
special items, as a percentage of sales, improved to 3.3% for the quarter ended
January 31, 2004 compared to 3.2% for the quarter ended January 31, 2003.
Other Expense (Income)
Other expense, excluding special items, increased $0.1 million to $2.0 million
for the quarter ended January 31, 2004 from $1.9 million for the quarter ended
January 31, 2003. Interest expense for the quarters ended January 31, 2004 and
2003 was relatively consistent at $2.1 million. The consistency in interest
expense was primarily due to higher debt levels in fiscal 2004 following the
acquisitions of Blooming Prairie and Northeast Cooperative in fiscal 2003 offset
by the novation of two of our interest rate swap agreements in late December
2003, which served to lower our effective interest rate. Other expense (income)
for the quarters ended January 31, 2004 and 2003 included special items of $0.4
million and $0.2 million in income, respectively, related to the change in the
fair value of financial instruments. Other income, including special items,
increased by $0.1 million to $0.5 million for the quarter ended January 31,
-14-
2004, from $0.4 million for the quarter ended January 31, 2003. This increase
was primarily due to the favorable change in the fair value on our interest rate
swap agreements and related option agreements. On December 29, 2003, we assigned
and transferred all of our obligations of our two "ineffective" interest rate
swaps to a third party at a cost of $5.4 million plus accrued interest. As a
result of this assignment, these "ineffective" swaps will no longer be included
as a special item for future fiscal periods. However, these "ineffective" swaps
were included as a special item for the second quarter of fiscal 2004.
Income Taxes
Our accrued income tax rate was 39.0% and 40.0% for the quarters ended January
31, 2004 and 2003, respectively. The effective rates were higher than the
federal statutory rate primarily due to state and local income taxes.
Net Income
Net income, excluding special items, increased $1.7 million to $7.1 million, or
$0.35 per diluted share, for the quarter ended January 31, 2004, compared to
$5.4 million, or $0.28 per diluted share, for the quarter ended January 31,
2003. Net income, including special items, increased $1.5 million to $7.0
million, or $0.35 per diluted share, for the quarter ended January 31, 2004,
compared to $5.5 million, or $0.28 per diluted share, for the quarter ended
January 31, 2003. As we announced in January 2004, we have updated our guidance
for our fiscal year ending July 31, 2004 to reflect both the execution of our
primary distribution agreement with Wild Oats and the novation of certain of our
interest rate swap transactions. We now expect earnings per diluted share in the
range of $1.46-$1.52 for fiscal 2004, excluding any potential special items.
Special Items
The following table presents, for the periods indicated, a reconciliation of
income and per share items excluding special items to income and per share items
including special items:
- -----------------------------------------------------------------------------------------
Quarter ended January 31, 2004 Pretax Per diluted
(in thousands, except per share data) income Net of tax share
--------------------------------------
Income, excluding special items: $11,695 $7,134 $0.35
Special items - Income (Expense):
Wild Oats Markets, Inc. primary distributorship
start-up and transition related costs (included
in operating expenses) (551) (336) (0.02)
Interest rate swap agreements (change in fair
value of financial instruments) 400 244 0.01
- -----------------------------------------------------------------------------------------
Income, including special items: $11,544 $7,042 $0.35*
=========================================================================================
- -----------------------------------------------------------------------------------------
Quarter ended January 31, 2003 Pretax Per diluted
(in thousands, except per share data) income Net of tax share
--------------------------------------
Income, excluding special items: $9,023 $5,414 $0.28
Special items - Income (Expense):
Interest rate swap agreements (change in fair
value of financial instruments) 226 136 (0.00)
Costs related to the expansion of our
Chesterfield, New Hampshire distribution
center (included in operating expenses) (69) (42) (0.00)
- -----------------------------------------------------------------------------------------
Income, including special items: $9,180 $5,508 $0.28
=========================================================================================
* Total reflects rounding
-15-
The non-cash items from the change in fair value on interest rate swap
agreements were caused by favorable and unfavorable changes in interest rate
yield curves during the quarters ended January 31, 2004 and 2003, respectively.
The costs related to the expansion of the Chesterfield facility were primarily
labor related. The start-up and transition costs of the new Wild Oats Markets
primary distributorship were for certain equipment rental and labor costs.
On December 29, 2003, we assigned and transferred all of our obligations of our
two "ineffective" interest rate swaps to a third party at a cost of $5.4 million
plus accrued interest. As a result of this assignment, these "ineffective" swaps
will no longer be included as a special item for future fiscal periods. These
"ineffective" swaps were included as a special item for the second quarter of
fiscal 2004.
We entered into interest rate swap agreements in October 1998, August 2001 and
May 2003. The October 1998 and August 2001 agreements were "ineffective" hedges
as a result of the options held by the counter parties that may extend the
original term of the interest rate swap agreements. Applicable accounting
treatment required that we record the changes in fair value of the October 1998
and August 2001 agreements in our consolidated statement of income, rather than
within "other comprehensive income" in our statement of stockholders' equity.
The changes in fair value were dependent upon the forward looking yield curves
for each swap. The May 2003 agreement is an "effective" hedge and therefore does
not require this treatment. We believe that our October 1998 and August 2001
agreements were special items that were excludable as non-recurring items.
First, we only intend to enter into "effective" hedges going forward. This
stated intention began with the May 2003 agreement. Second, we believe that the
October 1998 and August 2001 agreements may distort and confuse investors if the
change in fair value cannot be treated as a special item because their inclusion
directly impacts our reported earnings per share. A change in fair value,
whether positive or negative, can significantly increase or decrease our
reported earnings per share. For example, we recorded a positive change in fair
value for the second quarter of fiscal 2004 that increased our diluted earnings
per share by $0.01, and in the first quarter of fiscal 2003 we recorded a
negative change in fair value that decreased our diluted earnings per share by
$0.05. If we were prohibited from excluding this item as a special item, it
would artificially inflate our reported earnings per share and thereby mislead
investors as to our results of operations and our financial condition.
Six Months Ended January 31, 2004 Compared To Six Months Ended January 31, 2003
Net Sales
Our net sales increased approximately 19.3%, or $125.2 million, to $774.6
million for the six months ended January 31, 2004 from $649.4 million for the
six months ended January 31, 2003. This increase was primarily due to our
organic growth, further benefited by sales from acquired businesses, resulting
in growth in the independently owned natural products retailers and mass market
distribution channels of approximately 36.9% and 20.6%, respectively, compared
to the same period in the prior year. We acquired Blooming Prairie Cooperative,
a distributor of natural foods and products in the Midwest region of the United
States, in October 2002, and Northeast Cooperative, a distributor of natural
foods and products in the Northeast region of the United States, in December
2002. Growth in the supernaturals distribution channel was approximately 12.0%
compared to the same period in the prior year. The lower growth rate in the
percentage of sales to supernaturals was due primarily to the expiration of our
contract as primary distributor to Wild Oats Markets in August 2002. Fiscal 2004
sales growth to supernaturals for the six months ended January 31, 2004 was
approximately 12.0%. Sales to our largest customer, Whole Foods Market
represented approximately 25.1% and 24.2% of net sales for the six months ended
January 31, 2004 and 2003, respectively. Our current distribution arrangement
with Whole Foods Market expires on August 31, 2004. We will be entering into
discussions with Whole Foods Market over the next quarter to continue our
relationship upon expiration of the existing agreement.
Gross Profit
Our gross profit increased approximately 17.1%, or $22.7 million, to $155.0
million for the six months ended January 31, 2004 from $132.3 million for the
six months ended January 31, 2003. Our gross profit as a percentage of net sales
was 20.0% and 20.4% for the six months ended January 31, 2004 and 2003,
respectively. The decrease in gross profit as a percentage of net sales in
comparison to the six months ended January 31, 2003 was due in part to lost
-16-
discounts in the first two months of the quarter resulting from an accounts
payable systems implementation, operational issues within certain regions of our
produce division and an increase in the supernaturals business as part of our
overall sales mix (which results in lower operating expenses).
Operating Expenses
Operating expenses, excluding special items, increased approximately 15.7%, or
$17.4 million, to $128.2 million for the six months ended January 31, 2004 from
$110.8 million for the six months ended January 31, 2003. As a percentage of net
sales, operating expenses, excluding special items, decreased to approximately
16.6% for the six months ended January 31, 2004 from approximately 17.1% for the
six months ended January 31, 2003. The approximately $17.4 million increase in
operating expenses for the six months ended January 31, 2004 was due primarily
to the inclusion of approximately two and a half months of operating expenses
related to Blooming Prairie and five months of operating expenses related to
Northeast Cooperative that were not included in fiscal 2003, along with
increased operating expenses associated with the continued growth of our
business. Operating expenses for the six months ended January 31, 2004 included
a special item of $0.6 million in start-up and transition costs for certain
equipment rental and labor costs incurred in connection with the implementation
of our primary distribution agreement with Wild Oats Markets, which has
staggered effective dates up to and including April 1, 2004. Operating expenses
for the six months ended January 31, 2003 included special items of $0.6 million
related to the transition of Wild Oats Markets to a new primary distributor,
consisting primarily of severance and expenses related to the transfer of
private label inventory and costs incurred related to the expansion of our
Chesterfield, New Hampshire distribution center. Operating expenses, including
special items, increased approximately 15.5%, or $17.3 million, to $128.8
million from $111.5 million for the six months ended January 31, 2004. As a
percentage of sales, operating expenses, including special items, decreased to
16.6% for the six months ended January 31, 2004 from 17.2% for the six months
ended January 31, 2004 as operating expenses grew at a slower rate than sales.
Operating Income
Operating income, excluding special items, increased $5.3 million to $26.7
million for the six months ended January 31, 2004 from $21.4 million for the six
months ended January 31, 2003. As a percentage of sales, operating income,
excluding special items, improved to 3.5% for the six months ended January 31,
2004 up from operating income of 3.3% for the six months ended January 31, 2003.
Operating income for the six months ended January 31, 2004 included a special
item of $0.6 million in start-up and transition costs for certain equipment
rental and labor costs incurred in connection with the implementation of our
primary distribution agreement with Wild Oats Markets, which has staggered
effective dates up to and including April 1, 2004. Operating income for the six
months ended January 31, 2003 included special items of $0.6 million related to
the transition of Wild Oats Markets to a different primary distributor,
consisting primarily of severance and expenses related to the transfer of
private label inventory and costs incurred related to the expansion of our
Chesterfield, New Hampshire distribution center. Operating income, including
special items, was $26.2 million for the six months ended January 31, 2004 and
$20.8 million for the six months ended January 31, 2003. Operating income,
including special items, as a percentage of sales, increased to 3.4% for the six
months ended January 31, 2004 compared to 3.2% for the six months ended January
31, 2003.
Other Expense (Income)
Other expense, excluding special items, increased $0.7 million to $4.2 million
for the six months ended January 31, 2004 from $3.5 million for the six months
ended January 31, 2003. Interest expense for the six months ended January 31,
2004 was $4.5 million compared to the $3.9 million for the six months ended
January 31, 2003. This increase in interest expense was primarily due to higher
average debt levels following our acquisitions of Blooming Prairie and Northeast
Cooperative in fiscal 2003. Other expense (income) for the six months ended
January 31, 2004 and 2003 included special items of $0.7 million and $1.5
million in expense, respectively, related to the change in the fair value of
financial instruments. Other expenses (income), including special items, changed
by $2.0 million resulting in income of $0.9 million for the six months ended
January 31, 2004 in comparison to expense of $1.1 million for the six months
ended January 31, 2003. This decrease was primarily due to the decrease in the
change in the fair value on our interest rate swap agreements and related option
agreements. On December 29, 2003, we assigned and transferred all of our
obligations of our two "ineffective" interest rate swaps to a third party at a
cost of $5.4 million plus accrued interest. As a result of this assignment,
these "ineffective" swaps will no longer be included as a special item for
future fiscal periods. These "ineffective" swaps were included as a special item
for the second quarter of fiscal 2004.
-17-
Income Taxes
Our accrued income tax rate was 39.0% and 40.0% for the six months ended January
31, 2004 and 2003, respectively. The effective rates were higher than the
federal statutory rate primarily due to state and local income taxes.
Net Income
Net income, excluding special items, increased $3.0 million to $13.7 million, or
$0.68 per diluted share, for the six months ended January 31, 2004, compared to
$10.8 million, or $0.55 per diluted share, for the six months ended January 31,
2003. Net income, including special items, increased $4.3 million to $13.8
million, or $0.68 per diluted share, for the six months ended January 31, 2004,
compared to $9.5 million, or $0.49 per diluted share, for the six months ended
January 31, 2004.
Special Items
The following table presents, for the periods indicated, a reconciliation of
income and per share items excluding special items to income and per share items
including special items:
- -------------------------------------------------------------------------------------------
Six months ended January 31, 2004 Pretax Per diluted
(in thousands, except per share data) income Net of tax share
----------------------------------------
Income, excluding special items: $22,501 $13,726 $0.68
Special items -- Income (Expense):
Wild Oats Markets, Inc. primary distributorship
transition related costs (included in operating
expenses) (551) (336) (0.02)
Interest rate swap agreements (change in fair
value of financial instruments) 704 429 0.01
- -------------------------------------------------------------------------------------------
Income, including special items: $22,654 $13,819 $0.68*
===========================================================================================
- -------------------------------------------------------------------------------------------
Six months ended January 31, 2003 Pretax Per diluted
(in thousands, except per share data) income Net of tax share
----------------------------------------
Income, excluding special items: $17,943 $10,766 $0.55
Special items -- Income (Expense):
Interest rate swap agreements (change in fair
value of financial instruments) (1,480) (887) (0.04)
Costs related to loss of major customer (included
in operating expenses) (574) (345) (0.02)
Costs related to the expansion of our
Chesterfield, New Hampshire distribution center
(included in operating expenses) (69) (42) (0.00)
- -------------------------------------------------------------------------------------------
Income, including special items: $15,820 $9,492 $0.49
===========================================================================================
* Total reflects rounding
The non-cash items from the change in fair value on interest rate swap
agreements were caused by favorable and unfavorable changes in interest rate
yield curves during the six months ended January 31, 2004 and 2003,
-18-
respectively. The costs related to the transition of a major customer, Wild Oats
Markets, to a new primary distributor during the six months ended January 31,
2003 consisted primarily of severance and expenses related to the transfer of
Wild Oats Markets' private label inventory. For the six months ended January 31,
2004, the start-up and transition costs of the new Wild Oats Markets primary
distributorship were for certain equipment rental and labor costs.
On December 29, 2003, we assigned and transferred all of our obligations of our
two "ineffective" interest rate swaps to a third party at a cost of $5.4 million
plus accrued interest. As a result of this assignment, these "ineffective" swaps
will no longer be included as a special item for future fiscal periods. These
"ineffective" swaps were included as a special item for the second quarter of
fiscal 2004.
We entered into interest rate swap agreements in October 1998, August 2001 and
May 2003. The October 1998 and August 2001 agreements were "ineffective" hedges
as a result of the options held by the counter parties that may extend the
original term of the interest rate swap agreements. Applicable accounting
treatment requires that we record the changes in fair value of the October 1998
and August 2001 agreements in our consolidated statement of income, rather than
within "other comprehensive income" in our statement of stockholders' equity.
The changes in fair value are dependent upon the forward looking yield curves
for each swap. The May 2003 agreement is an "effective" hedge and therefore does
not require this treatment. We believe that our October 1998 and August 2001
agreements are special items that are excludable as non-recurring items. First,
we only intend to enter into "effective" hedges going forward. This stated
intention began with the May 2003 agreement. Second, we believe that the October
1998 and August 2001 agreements may distort and confuse investors if the change
in fair value cannot be treated as a special item because their inclusion
directly impacts our reported earnings per share. A change in fair value,
whether positive or negative, can significantly increase or decrease our
reported earnings per share. For example, we recorded a positive change in fair
value for the first quarter of fiscal 2004 that increased our diluted earnings
per share by $0.01, and in the first quarter of fiscal 2003, we recorded a
negative change in fair value that decreased our diluted earnings per share by
$0.05. If we were prohibited from excluding this item as a special item, it
would artificially inflate our reported earnings per share and thereby mislead
investors as to our results of operations and our financial condition.
Liquidity and Capital Resources
We finance operations and growth primarily with cash flows from operations,
borrowings under our credit facility, operating leases, trade payables, bank
indebtedness and the sale of equity and debt securities. Our secured revolving
credit facility allows for borrowing up to $150.0 million, on which interest
accrues at the banks' London Interbank Offered Rate ("LIBOR") plus 1.50%. The
current credit facility matures on June 30, 2005. This access to capital
provides for our working capital requirements in the normal course of business
and the opportunity to grow our business organically or through acquisitions. As
of January 31, 2004, our borrowing base, based on accounts receivable and
inventory levels, was $150.0 million, with remaining availability of $34.6
million. In April 2003, we executed an amendment to our loan and security
agreement, which released and discharged real estate mortgages on certain real
property. Additionally, in April 2003 we executed a term loan agreement in the
principal amount of $30.0 million secured by the real property that was released
in accordance with the aforementioned amendment. In December 2003, we amended
this term loan agreement by increasing the principal amount by $10.0 million to
$40.0 million, under the existing terms and conditions. The $40.0 million term
loan is repayable over seven years based on a fifteen year amortization
schedule. Interest on the term loan accrues at LIBOR plus 1.50%. Proceeds
received from the term loan were used to reduce the outstanding balance on our
$150.0 million credit facility on which interest accrues at the New York Prime
Rate or LIBOR plus 1.50%. We continue to believe that our capital requirements
for fiscal 2004 will be in the $24.0 to $28.0 million range, and that we will
finance these requirements with cash generated from operations and the use of
our existing credit facilities. Approximately $10.0 million of the capital
required for the expansion of our distribution facilities has been financed
through the additional long term debt we incurred by increasing to $40.0 million
the principal amount of our existing $30.0 million term loan. We believe that
our future capital requirements will be similar to our anticipated fiscal 2004
requirements, as we continue to invest in our growth by upgrading our
infrastructure and expanding our facilities. Future investments in major
acquisitions will be financed through either equity or long term debt negotiated
at the time of the potential acquisition.
Net cash used in operations was $5.9 million for the six months ended January
31, 2004 and was the result of net income and the change in cash collected from
customers net of cash paid to vendors, offset by a $17.2 million investment in
-19-
inventory and a $5.4 payment to novate the "ineffective" swap agreements. The
investment in inventory relates to increasing inventory levels to meet the
anticipated needs of Wild Oats Markets as we commence our role as Wild Oats
Markets' primary distributor, supporting increased sales with wider product
assortment combined with our ability to capture purchasing efficiency
opportunities in excess of total carrying costs, and our acquisitions of
Blooming Prairie and Northeast Cooperative. Days in inventory was consistent at
51 days at January 31, 2004 and 2003. Days sales outstanding at January 31, 2004
improved to 24 days compared to 25 days at January 31, 2003. Net cash provided
by operations was $25.3 million for the six months ended January 31, 2003 and
was also due to the change in cash collected from customers, net of cash paid to
vendors, and reductions of inventory levels of $2.9 million despite increased
sales. Working capital increased by $19.5 million, or 30.4%, to $83.8 million at
January 31, 2004 compared to working capital of $64.3 million at July 31, 2003.
Net cash used in investing activities was $9.2 million for the six months ended
January 31, 2004 and was due primarily to costs incurred in the expansion of our
Iowa City, Iowa and Dayville, Connecticut facilities, compared to $54.9 million
for the same period last year that was due primarily to the purchase of
substantially all the assets of Blooming Prairie and Northeast Cooperative and
the expansion of our Chesterfield, New Hampshire facility.
Net cash provided by financing activities was $20.4 million for the six months
ended January 31, 2004 due to the $10.0 million in additional long-term debt and
borrowings under our $150 million secured revolving credit facility, and
proceeds from the exercise of stock options, partially offset by $2.1 million in
repayments of our long-term debt. Net cash provided by financing activities was
$30.2 million for the six months ended January 31, 2003, due primarily to
increased borrowings on our line of credit, offset by repayment of long-term
debt of $0.9 million.
In October 1998, we entered into an interest rate swap agreement that provided
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. This swap had
been entered into as a hedge against LIBOR interest rate movements on current
and anticipated variable rate indebtedness totaling $60 million at LIBOR plus
1.50%, thereby fixing the effective rate at 6.50%. In October 2003, the counter
party exercised its option to extend the original five-year term of the swap
agreement to seven years. The inclusion of this option prohibited accounting for
the swap as an effective hedge under Statement of Financial Accounting Standards
("SFAS") No. 133 ("SFAS 133"), Accounting for Derivative Instruments and Hedging
Activities.
We entered into an additional interest rate swap agreement effective August
2001. The additional agreement provided for us to pay interest for a four-year
period at a fixed rate of 4.81% on a notional principal amount of $30 million
while receiving interest for the same period at the LIBOR rate on the same
notional principal amount. The four-year term of the swap agreement could have
been extended to six years at the option of the counter party, which prohibited
accounting for the swap as an effective hedge under SFAS 133. The swap had been
entered into as a hedge against LIBOR interest rate movements on current and
anticipated variable rate indebtedness totaling $30 million at LIBOR plus 1.50%,
thereby fixing the effective rate on the notional amount at 6.31%. If LIBOR
exceeded 6.0% in a given period, the agreement was suspended for that period.
On December 29, 2003, we assigned and transferred all of our obligations of our
two "ineffective" interest rate swaps to a third party at a cost of $5.4 million
plus accrued interest. As a result of this assignment, these "ineffective" swaps
will no longer be included as a special item for future fiscal periods. These
"ineffective" swaps were included as special items for the first two quarters of
fiscal 2004.
In May 2003, we entered into an additional interest rate swap agreement. The
agreement provides for us to pay interest for a seven-year period at a fixed
rate of 3.68% on a notional principal amount of $30.0 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 variable rate indebtedness totaling $30.0 million at LIBOR
plus 1.50%, thereby fixing our effective rate on the notional amount at 5.18%.
The swap agreement qualifies as an "effective" hedge under SFAS No. 133.
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 of our
operations or profitability.
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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 our 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
In April 2003, the Financial Accounting Standards Board issued SFAS No. 149
("SFAS 149"), Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS 149 amends and clarifies financial accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. The adoption of SFAS
149 did not have a material impact on our consolidated financial position or
results of operations.
In May 2003, the Financial Accounting Standards Board issued SFAS No. 150
("SFAS 150"), Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity. SFAS 150 requires issuers to classify as
liabilities (or assets in some circumstance) three classes of freestanding
financial instruments that embody obligations for the issuer. Generally, SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003 and is otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. In November 2003, the FASB issued FASB Staff
Position 150-3 which deferred the application of certain provisions of SFAS 150.
We adopted the remaining provisions of SFAS 150 on August 1, 2003. The adoption
of SFAS 150 did not have a material impact on our consolidated financial
position or results of operations.
Use of Non-GAAP Results
Financial measures included in this Management's Discussion and Analysis
of Financial Condition and Results of Operations that are not in accordance with
generally accepted accounting principles ("GAAP") are referred to as non-GAAP
financial measures. To supplement our financial statements presented on a GAAP
basis, we use non-GAAP additional measures of operating results, net earnings
and earnings per share adjusted to exclude special items. We believe that the
use of these additional measures is appropriate to enhance an overall
understanding of our past financial performance and also our prospects for the
future as these special items are not expected to be part of our ongoing
business. The adjustments to our GAAP results are made with the intent of
providing both management and investors with a more complete understanding of
the underlying operational results and trends and its marketplace performance.
For example, these adjusted non-GAAP results are among the primary indicators
management uses as a basis for our planning and forecasting of future periods.
The presentation of this additional information is not meant to be considered in
isolation or as a substitute for net earnings or diluted earnings per share
prepared in accordance with generally accepted accounting principles in the
United States. A comparison and reconciliation from non-GAAP to GAAP results is
included in the tables above.
Certain Factors That May Affect Future Results
This Form 10-Q and the documents incorporated by reference in this Form 10-Q
contain forward-looking statements that involve substantial risks and
uncertainties. In some cases you can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will," and "would," or similar words. You
should read statements that contain these words carefully because they discuss
future expectations contain projections of future results of operations or of
financial position or state other "forward-looking" information. The important
factors listed below as well as any cautionary language in this Form 10-Q,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations described in these
forward-looking statements. You should be aware that the occurrence of the
events described in the risk factors below and elsewhere in this Form 10-Q could
have an adverse effect on our business, results of operations and financial
position.
-21-
Any forward-looking statements in this Form 10-Q and the documents incorporated
by reference in this Form 10-Q are not guarantees of futures performance, and
actual results, developments and business decisions may differ from those
envisaged by such forward-looking statements, possibly materially. We disclaim
any duty to update any forward-looking statements, all of which are expressly
qualified by the statement in this section, until the effective date of our
future reports required by applicable laws. Any projections of future results of
operations should not be construed in any manner as a guarantee that such
results will in fact occur. These projections are subject to change and could
differ materially from final reported results. We may from time to time update
these publicly announced projections, but we are not obligated to do so.
Acquisitions
We continually evaluate opportunities to acquire other companies. We
believe that there are risks related to acquiring companies including overpaying
for acquisitions, losing key employees of acquired companies and failing to
achieve potential synergies. Additionally, 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.
Successful integration of mergers is critical to our future operating and
financial performance. Integration requires, among other things: o maintaining
the customer base;
o the optimization of delivery routes;
o coordination of administrative, distribution and finance functions;
and
o the integration of management information systems and personnel.
The integration process has and could divert the attention of management and any
difficulties or problems encountered in the transition process could have a
material adverse effect on our business, financial condition or results of
operations. In addition, the process of combining companies has and could cause
the interruption of, or a loss of momentum in, the activities of the respective
businesses, which could have an adverse effect on their combined operations.
There can be no assurance that we will realize any of the anticipated benefits
of mergers.
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 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
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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 we do 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 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 customer
Our current distribution arrangement with our top customer, Whole Foods
Market, is effective through August 31, 2004. Whole Foods Market accounted for
approximately 25.4% and 25.5% of our net sales during the quarters ended January
31, 2004 and 2003, respectively, and 25.1% and 24.2% for the six months ended
January 31, 2004 and 2003, respectively. As a result of this concentration of
our customer base, the loss or cancellation of business from Whole Foods Market,
including from increased distribution from its 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. Upon the commencement of our distribution
agreement with Wild Oats Markets on April 1, 2004, our sales to Whole Foods
Markets as a percentage of our total net sales may decline over the next twelve
months, and our sales to Wild Oats Markets may increase as a percentage of our
total net sales over the next twelve months.
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 growth of super natural
chains may reduce our profit margins in the future as more customers qualify for
greater volume discounts, and we experience pricing pressures from both ends of
the supply chain.
Our operations are 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.
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We are dependent on a number of key executives
Management of our business is substantially dependent upon the services of
Richard Antonelli, President of our Western Region and Director, Dan Atwood,
President of United Natural Brands, Senior Vice President and Secretary, Rick D.
Puckett, Chief Financial Officer, Steven H. Townsend, Chair of the Board of
Directors, President and Chief Executive Officer and interim President of our
Eastern Region, and other key management employees. Loss of the services of any
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 demand for natural products;
o changes in our operating expenses, including in fuel and insurance;
o management's ability to execute our business and growth strategies;
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 personnel changes;
o supply shortages;
o general economic conditions;
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
-24-
o the U.S. Department of Transportation and the U.S. Federal Highway
Administration regulate our trucking operations.
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.
Union-organizing activities could cause labor relations difficulties
As of January 31, 2004, we had approximately 3,715 full and part-time
employees. An aggregate of approximately 365, or 10%, of the employees at our
Auburn, Washington, Iowa City, Iowa and Edison, New Jersey facilities are
covered by collective bargaining agreements. These agreements expire in March
2006, June 2006 and June 2005, respectively. 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.
Access to capital and the cost of that capital
We have a secured revolving credit facility with available credit under it
of $150.0 million at an interest rate of LIBOR plus 1.5% maturing on June 30,
2005. As of January 31, 2004, our borrowing base, based on accounts receivable
and inventory levels, was $150.0 million with remaining availability of $34.6
million. In April 2003, we executed a term loan agreement in the principal
amount of $30.0 million secured by real property that was released in accordance
with an amendment to the loan and security agreement related to the revolving
credit facility. The $30.0 million term loan is repayable over seven years based
on a fifteen year amortization schedule. Interest on the term loan accrues at
LIBOR plus 1.50%. In December 2003, we amended this term loan agreement to
increase the principal amount from $30.0 million to $40.0 million under the
existing terms and conditions.
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 our cost of capital
increases or our ability to borrow funds or raise equity capital is limited, 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.
-25-
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Our exposure to market risks results primarily from fluctuations in interest
rates on our borrowings. As more fully described in the notes to the
consolidated financial statements, we use interest rate swap agreements to
modify variable rate obligations to fixed rate obligations. There have been no
material changes to our exposure to market risks from those disclosed in our
Annual Report on Form 10-K for the year ended July 31, 2003.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. We carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined
in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as
amended) as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"). Based on this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of
the Evaluation Date, our disclosure controls and procedures are effective
in timely reporting material information required to be included in our
periodic reports filed with the Securities and Exchange Commission.
(b) Changes in internal controls. Since the Evaluation Date, there have not
been any significant changes to our internal controls or in other factors
that could significantly affect those internal controls.
-26-
PART II. OTHER INFORMATION
Items 1, 2, 3 and 5 are not applicable and have been omitted.
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 3, 2003, the stockholders of the Company considered and voted on two
proposals:
1. Election of Directors. The stockholders elected Richard Antonelli, Joseph M.
Cianciolo and Steven H. Townsend as Class I directors for the ensuing three
years. The terms of office as directors of Gordon D. Barker, Michael S. Funk,
Gail A. Graham, James P. Heffernan, and Thomas B. Simone continued after the
Annual Meeting. The stockholders voted in the following manner:
- ---------------------------------------------------------------------------
Name Votes "FOR" Votes "WITHHELD"
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Richard Antonelli 16,559,202 509,145
- ---------------------------------------------------------------------------
Joseph M. Cianciolo 16,477,091 591,256
- ---------------------------------------------------------------------------
Steven H. Townsend 16,537,752 530,595
- ---------------------------------------------------------------------------
2. Independent Auditor. The stockholders ratified the appointment of KPMG LLP as
the Company's independent auditor for the year ended July 31, 2004. The
stockholders voted in the following manner: (i) 16,093,827 votes were cast "FOR"
the proposal; (ii) 967,253 votes were cast "AGAINST" the proposal; and (iii)
7,267 votes were cast to "ABSTAIN" from the proposal.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
- ------------------------------------------------------------------------------
Exhibit No. Description Page
- ------------------------------------------------------------------------------
10.1 (1) Distribution Agreement between the Registrant 29
and Wild Oats Market, Inc. dated January 12,
2004.
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10.2 Second Amendment to Term Loan Agreement with
Fleet Capital Corporation dated December 18,
2003. 55
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31.1 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 - CEO 61
- ------------------------------------------------------------------------------
31.2 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 - CFO 63
- ------------------------------------------------------------------------------
32.1 Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 - CEO 65
- ------------------------------------------------------------------------------
32.2 Certification Pursuant to 18 U.S.C. Section 66
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 - CFO
- ------------------------------------------------------------------------------
(1) Certain confidential portions of this exhibit were omitted by means of
redacting a portion of the text. This exhibit has been filed separately
with the Securities and Exchange Commission accompanied by a confidential
treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
Reports on Form 8-K
December 2, 2003 The Company announced its financial results for
the fiscal quarter ended October 31, 2003.
December 3, 2003 The Company announced certain appointments to the
Company's Board of Directors and the results of the
Company's annual meeting of stockholders.
-27-
January 12, 2004 The Company announced the signing of a
distribution agreement with a customer, the novation of
certain swap agreements and updated guidance for fiscal
2004.
* * *
We would be pleased to furnish a copy of this Form 10-Q to any stockholder who
requests it by writing to:
United Natural Foods, Inc.
Investor Relations
260 Lake Road
Dayville, CT 06241
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/ Rick D. Puckett
------------------
Rick D. Puckett
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: March 16, 2004
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