Press Release Details

United Natural Foods Announces 17% Increase In Fourth Quarter Net Income Excluding Special Items

September 5, 2002

Earns $0.29 Per Diluted Share, Excluding Special Items, for the 2002 Fourth Quarter Reports 15.6% Annual Sales Gain to Record $1.2 Billion in Fiscal 2002

Net sales for the fourth quarter of fiscal 2002 were $309.3 million, an increase of 14.7% from the $269.7 million recorded in the fourth quarter of fiscal 2001. The increase was primarily due to growth in the supernatural and mass market distribution channels of approximately 27% and 19%, respectively. Sales growth for the quarter, excluding the effect of acquisitions, was 13%.

Net income for the fourth quarter of fiscal 2002, excluding the effect of special items, increased 17.4% to $5.6 million, or $0.29 per diluted share, compared to $4.7 million, or $0.25 per diluted share, excluding special items, for the quarter ended July 31, 2001. Fourth quarter 2002 net income growth was partially offset by short-term incremental costs relating to the recent relocation of the Company's Hershey Import facility in New Jersey. The special items for the quarter ended July 31, 2002, consisted of a non-cash charge related to the change in fair value of interest rate swaps and related option agreements and moving and other costs related to the relocation of the Company's manufacturing subsidiary, Hershey Import. A special non-cash charge was recorded in the fourth quarter of fiscal 2001 related to the change in fair value of an interest rate swap and related option agreement. Net income including special items decreased 2.1 % to $4.1 million, or $0.21 per diluted share, for the fourth quarter of 2002 compared to $4.2 million, or $0.22 per diluted share, in the prior year period.

    The following table details the amounts and effects of these items:

    Quarter Ended July 31, 2002
    (in thousands, except per
     share data)                 Pretax Income     Net of Tax     Per diluted
                                                                     share

    Income, excluding special items: $9,277          $5,566         $0.29

    Less: Special Items
    Interest rate swap agreements
     (change in value of financial
      instruments)                    2,136           1,281          0.07
    Moving and other costs
     (included in operating
      expenses)                         284             171          0.01

    Income, including special
     items:                          $6,857          $4,114         $0.21


    Quarter Ended July 31, 2001
    (in thousands, except per
     share data)                 Pretax Income     Net of Tax     Per diluted
                                                                     share

    Income, excluding special
     items:                          $7,903          $4,742         $0.25

    Less: Special Item
    Interest rate swap agreement
     (change in value of
      financial instruments)            896             538          0.03

    Income, including special
     items:                          $7,007          $4,204         $0.22

The Company adopted Statement of Financial Accounting Standards No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets," on August 1, 2001. The result of adopting SFAS No. 142 was a reduction in amortization of intangibles of approximately $0.2 million, or $0.01 per diluted share, in the fourth quarter of fiscal 2002.

Year End Results

Net sales for the twelve months ended July 31, 2002 were $1.2 billion, an increase of 15.6% over the $1.0 billion recorded in the comparable prior year period. Net sales, excluding the effect of acquisitions, increased 14.4%. Net income for the twelve months ended July 31, 2002, excluding special items, was $21.2 million, or $1.10 per diluted share, compared to $14.8 million, or $0.79 per diluted share, for the twelve months ended July 31, 2001. The special items for the twelve months ended July 31, 2002 included a non-cash charge related to the change in fair value of interest rate swaps and related option agreements, relocation, asset impairment and redundant rent expense related to moving the Company's Atlanta, GA distribution facility, incremental costs such as labor, utilities and rent related to the startup of its southern California distribution facility and labor, utilities, rent and severance related to relocating Hershey Import. Special items for the twelve months ended July 31, 2001 consisted of a non-cash charge related to the change in fair value of an interest rate swap and related option agreement, costs related to the expansion of the Company's New Oxford, PA distribution facility and asset impairment charges, primarily goodwill, associated with closing an unprofitable retail store. The result of adopting SFAS No. 142 was a reduction in amortization of intangibles of approximately $0.9 million, or $0.05 per diluted share, for the twelve months ended July 31, 2002. Net income including special items was $17.2 million, or $0.89 per diluted share, for the twelve months ended July 31, 2002 compared to $13.4 million, or $0.71 per diluted share, for the same period last year.

    The following table details the amounts and effects of these items:

    Twelve Months Ended July 31, 2002
    (in thousands, except per                                     Per diluted
     share data)                 Pretax Income     Net of Tax        share

    Income, excluding special
     items:                         $35,409         $21,245         $1.10

    Less: Special Items
    Interest rate swap agreements
     (change in value of
     financial instruments)           4,331           2,599          0.13
    Relocation and startup costs
     (included in operating
     expenses)                        1,972           1,183          0.06
    Restructuring and asset
     impairment charges                 424             254          0.01

    Income, including special
     items:                         $28,682         $17,209         $0.89


    Twelve Months Ended July 31, 2001
    (in thousands, except per                                     Per diluted
     share data)                 Pretax Income     Net of Tax        share

    Income, excluding special
     items:                         $24,746         $14,848         $0.79

    Less: Special Items
    Interest rate swap
     agreements (change in value
     of financial instruments)        1,290             774          0.04
    Restructuring and asset
     impairment charges                 801             481          0.03
    Expansion costs (operating
     expenses)                          391             235          0.01

    Income, including special
     items:                         $22,264         $13,358         $0.71

Commenting on the fourth quarter results, Michael Funk, Chief Executive Officer, said, "Earnings for the quarter met our expectations. In terms of revenues, sales to our supernatural and mass market customers grew approximately 27% and 19%, respectively, and sales to our independent customers increased 6% compared to the same period last year. We are pleased with these results as we continue to execute at superior service levels and fill rates. Our results for fiscal year 2002 were strong given the projects we undertook. We successfully delivered four consecutive quarters of double digit sales and earnings growth, as we relocated our Atlanta, GA distribution facility and our subsidiary Hershey Import, launched a new distribution facility in Fontana, CA and acquired Boulder Fruit Express. Looking ahead, we are confident that our organization can continue this momentum into fiscal year 2003, and towards this end have recently signed a letter of intent to acquire Blooming Prairie Cooperative, the largest volume distributor of natural foods in the Midwest region. One of our stated goals has been to further broaden our presence and increase customer penetration in the fast growing Midwest market. Acquiring Blooming Prairie's Iowa City and Minneapolis facilities will provide us with an immediate physical base and growth platform to meet that goal as well as the volume to expand cost-effectively."

Mr. Funk continued, "In addition, we recently received approval from local planning and zoning officials to commence the expansion of our Chesterfield, NH distribution facility from its existing 117,000 square feet to 289,000 square feet, making it our largest distribution center. The benefits of additional warehouse space include improved capacity to service existing and new customers and more product diversity, giving us the opportunity to better balance products among the distribution centers on the Eastern seaboard."

The Company reaffirms its outlook for fiscal 2003, ending July 31, 2003, with revenues in the $1.15 billion to $1.17 billion range and net income, excluding special items, in the range of $1.18 - $1.20 per diluted share. The earnings per share outlook for the first quarter ending October 31, 2002 is $0.26 - $0.28 per diluted share, excluding special items. The Company's 2003 guidance excludes the impact of the proposed Blooming Prairie Cooperative acquisition.

Conference Call

Management will conduct a conference call and audio webcast at 11:00 a.m. ET on September 5, 2002 to review the Company's quarterly and annual results, market trends and future outlook. The conference call dial-in number is 703- 871-3722. The audio webcast will be available, on a listen only basis, via the Internet at www.viavid.com or at the Investor Relations section of the Company's website, www.unfi.com . Please allow extra time to the webcast to visit the site and download any software required to listen to the Internet broadcast. The online archive of the webcast will be available for 30 days.

About United Natural Foods

United Natural Foods, Inc. carries and distributes over 30,000 products to more than 7,000 customers in 50 states. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores and independent retail operators.

For more information on United Natural Foods, Inc., visit the Company's web-site at www.unfi.com .

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding United Natural's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Commission on June 13, 2002, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. United Natural is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws.

                   UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                               QUARTER ENDED               YEAR ENDED
                                  JULY 31,                  JULY 31,
    (In thousands, except per
     share data)            2002          2001         2002         2001

    Net sales             $309,254      $269,734   $1,175,393    $1,016,834


    Cost of sales          248,466       216,464      944,777       818,040

           Gross profit     60,788        53,270      230,616       198,794

    Operating expenses      50,231        43,988      190,047       167,325

    Restructuring and
     asset impairment
     charges                     -             -          424           801
    Amortization of
     intangibles                46           243          180         1,036

           Total operating
            expenses        50,277        44,231      190,651       169,162

           Operating income 10,511         9,039       39,965        29,632

    Other expense (income):
        Interest expense     1,910         1,647        7,233         6,939
        Change in value of
         financial
         instruments         2,136           896        4,331         1,290
        Other, net            (392)         (511)         (281)        (861)

           Total other
            expense          3,654         2,032       11,283         7,368

           Income before
            income taxes     6,857         7,007       28,682        22,264

    Income taxes             2,743         2,803       11,473         8,906

           Net income       $4,114        $4,204      $17,209       $13,358

    Per share data (basic):

           Net income        $0.22         $0.23        $0.91         $0.72

    Weighted average basic
     shares of common stock 19,106        18,616       18,933        18,482

    Per share data (diluted):

           Net income        $0.21         $0.22        $0.89         $0.71

    Weighted average
     diluted shares of
     common stock           19,423        19,027       19,334        18,818


                   UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


    (In thousands)                                  JULY 31,       JULY 31,
                                                      2002           2001
                                                   (UNAUDITED)


    ASSETS
    Current assets:
      Cash                                           $11,184         $6,393
      Accounts receivable, net                        84,303         81,559
      Notes receivable, trade                            513            685
      Inventories                                    131,932        110,653
      Prepaid expenses                                 4,493          5,394
      Deferred income taxes                            4,612          3,513
      Refundable income taxes                             58            366
        Total current assets                         237,095        208,563

    Property & equipment, net                         82,702         62,186

    Other assets:
      Notes receivable, trade, net                       956          1,050
      Goodwill, net                                   31,399         27,500
      Covenants not to compete, net                      248            180
      Deferred taxes                                     800            275
      Other, net                                       1,257            690

        Total assets                                $354,457       $300,444

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Notes payable - line of credit                $106,109        $68,056
      Current installments of long-term debt           1,658         19,625
      Current installment of obligations under
       capital leases                                  1,037          1,120
      Accounts payable                                52,789         53,169
      Accrued expenses                                18,185         11,952
      Financial instruments                            5,620          1,290
        Total current liabilities                    185,398        155,212

    Long-term debt, excluding current installments     7,677          7,805
    Obligations under capital leases, excluding
     current installments                                995          1,484
      Total liabilities                              194,070        164,501

    Stockholders' equity:
    Preferred stock, $.01 par value, authorized
     5,000 shares; none issued and outstanding
     Common stock, $.01 par value, authorized
     50,000 shares; issued and outstanding 19,106
     at July 31, 2002; issued and outstanding
     18,653 at July 31, 2001                             191            187
      Additional paid-in capital                      79,711         72,644
      Unallocated shares of ESOP                      (2,094)        (2,258)
      Retained earnings                               82,579         65,370
        Total stockholders' equity                   160,387        135,943

    Total liabilities and stockholders' equity      $354,457       $300,444


                   UNITED NATURAL FOODS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                       TWELVE MONTHS ENDED
                                                            JULY 31,
    (In thousands)                                    2002            2001
    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                       $17,209        $13,358
     Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization                    8,206          7,908
      Change in fair value of financial instruments    4,331          1,290
      Loss on impairment of intangible asset               -            255
      Loss on disposals of property & equipment          307            640
      Deferred income tax benefit                     (1,099)        (1,529)
      Provision for doubtful accounts                  1,806          2,903
      Changes in assets and liabilities, net of
       acquired companies:
      Accounts receivable                             (3,867)       (14,887)
      Inventory                                      (21,091)        (5,719)
      Prepaid expenses                                   921            713
      Refundable income taxes                            308          4,035
      Other assets                                      (928)            42
      Notes receivable, trade                            266           (514)
      Accounts payable                                  (692)        13,725
      Accrued expenses                                 5,346           (234)
       Net cash provided by operating activities      11,023         21,986

    CASH FLOWS FROM INVESTING ACTIVITIES:
      Payments for purchases of subsidiaries,
       net of cash acquired                              (16)        (2,393)
      Proceeds from disposals of property and
       equipment                                          33             46
      Capital expenditures                           (27,789)       (15,891)
       Net cash used in investing activities         (27,772)       (18,238)

    CASH FLOWS FROM FINANCING ACTIVITIES:
      Net borrowings under note payable               38,053             49
      Repayments on long-term debt                   (21,062)        (2,742)
      Proceeds from long-term debt                     2,967             89
      Principal payments of capital lease
       obligations                                    (1,240)        (1,162)
      Proceeds from exercise of stock options          2,822          4,468
       Net cash provided by financing activities      21,540            702

    NET INCREASE IN CASH                               4,791          4,450
    Cash at beginning of period                        6,393          1,943
    Cash at end of period                            $11,184         $6,393

    Supplemental disclosures of cash flow information:
     Cash paid during the period for:
       Interest                                       $7,089         $6,822
       Income taxes, net of refunds                  $12,883         $5,709

    In 2002 and 2001 the Company incurred $667 and $923, respectively, of
    capital lease obligations.
    The fair value of common stock issued for the acquisition of subsidiary
    was $4,250.

CONTACT: Todd Weintraub, Chief Financial Officer of United Natural Foods, Inc., +1-860-779-2800, or General, Joseph Calabrese, +1-212-445-8434, Analysts, Vanessa Schwartz, +1-212-445-8433, both of FRB Weber Shandwick URL: http://www.unfi.com