Ladies and gentlemen, thank you for standing by, and welcome to the United Natural Foods Third Quarter 2012 Conference Call. [Operator Instructions] Today's conference is being recorded, June 5, 2012. I would now like to turn the conference over to Scott Eckstein of Financial Relations Board. Please go ahead.

Thank you, operator, and good morning, everyone. By now, you should have all received a copy of this morning's press release. If anyone still needs a copy, please contact Joe Calabrese in our New York office at (212) 827-3772, and we'll send you a copy immediately following this morning's conference call. With us this morning from management is Steve Spinner, President and Chief Executive Officer; and Mark Shamber, Chief Financial Officer. We'll begin this morning with opening comments from management, and then we will open the line for questions. As a reminder, this call is also being webcast today and can be accessed over the Internet at www.unfi.com. Before we begin, as usual, we would like to remind everyone about the cautionary language of any forward-looking statements contained in the press release. That same language applies to comments made on this morning's conference call. Additionally, in today's press release and on today's call, we provide both GAAP and non-GAAP financial measures, including operating expenses, operating income, net income and earnings per diluted share. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. For a complete reconciliation of GAAP to non-GAAP financial measures, please refer to our earnings release issued earlier today available on our corporate website, www.unfi.com, under Investors. With that, I'd like to turn the call over to Steve Spinner. Steve, please go ahead.

Thanks, Scott. Good morning, and welcome to UNFI's third quarter fiscal 2012 results conference call. This quarter exhibited strong results across our strategy to increase market share, efficiency and operational excellence. With 15.3% net sales growth, UNFI grew at a rate that exceeded the overall market and, most importantly, demonstrated that the demand for UNFI products and services continues to be quite robust. Inflation increased to 4.4% during the quarter. While significantly higher than the prior year's comparable quarter, inflation did begin to moderate in March and continued through April. Current trends reflect inflation continuing to moderate to between 3.5% and 4% for the next several quarters. Third quarter of our fiscal 2012 was the sixth quarter of our previously discussed 4- to 6-quarter time period of wrestling down operating costs at a rate that exceeded gross margin decline due to customer mix changes and new customer onboarding. And during this quarter, I'm extremely pleased with our results in this area. Not only did we grow our operating profit by 25% against the third quarter of fiscal 2011, which was significantly greater than our sales growth, we increased our operating margin by 27 basis points to 3.5%. This is the company's highest quarterly operating margin since the second quarter of 2007. We have talked quite a bit about operating efficiency through a variety of technology implementations. From onboard systems installed in our fleet, fuel efficiency measured through miles per gallon tracking, labor standards in our warehouses, productivity ranking and warehouse management, UNFI is well positioned to continue to deliver exemplary service while driving out cost, and critical to these efforts are our people. UNFI's team of associates has embraced our strategy and have delivered. Our service levels, including fill rate, accuracy and on-time delivery, exceeded internal metrics during the quarter.…

Thanks, Steve. As Steve mentioned, net sales for the third quarter of fiscal 2012 were $1.39 billion, which represents growth of 15.3% or approximately $184 million over the prior year's third quarter net sales of $1.2 billion. Inflation more than tripled on a year-over-year basis, although the growth in inflation moderated significantly sequentially with inflation at 4.43% for the third quarter compared to 4.36% in the second quarter, an increase of only 7 basis points. During the quarter, inflation appears to have topped out as fiscal mark showed only the second sequential month-to-month decline in over 2 years. Year-to-date, net sales are $3.9 billion, yielding sales growth of $521 million, or 15.5%, over the first 9 months of fiscal 2011. Excluding net sales from acquisitions of approximately $28 million, our year-to-date growth is 14.6%. For the third quarter of fiscal 2012, the company reported net income of $29 million, an increase of approximately 24.3% or approximately $5.7 million over the prior year's third quarter net income of $23.4 million. Earnings per share increased by 23.2% to $0.59 per diluted share compared to EPS of $0.48 per diluted share for the third quarter of fiscal 2011. On a channel basis, supernaturals sales increased by 14.7% in the quarter and now represent approximately 36% of sales. Sales growth in the independents channel was 9.1%, but independents declined from a mix standpoint to 35% of sales due to the growth in the supermarket channel. The supermarket channel sales increased by 27.9%, and conventional supermarkets represented approximately 24% of sales for the third quarter, while foodservice comprised approximately 3% of sales after growing by 21.8% in the third quarter. At 17.6%, gross margin for the quarter showed a 53 basis point decline over the prior year's third quarter gross margin of 18.2% and a…

[Operator Instructions] And our first question comes from the line of Meredith Adler with Barclays.

I'd like to just talk a little bit more about expenses. You're clearly doing a great job in that area. And I'm wondering whether -- putting aside the new technology that goes into the warehouses, the things you've done recently, is that going to be like a continuing benefit year-over-year, or should we expect that once you've cycled what you've done this year that it will kind of level off?

Well, we're certainly hoping to get continued benefit out of continued improvement. That's kind of why I directed the comments to some of the ranges in operations throughput, transportation throughput and miles per gallon to reflect that while we've made a lot of headway, we still have a lot of opportunity because a lot of the DCs, for a variety of reasons, still perform in a place that we think we can get considerably better throughput and miles per gallon. So I mean -- I think the short answer is that we're certainly hoping that for the next couple years, we can continue to get more expenses out of the system.

So the differences in the DCs in terms of the performance is -- even though there are reasons for it, those are not so structural that you can't get them at least to get closer to the best performers, is that right?

Yes, I mean -- yes, generally speaking, there are some structural differences in size of the DC or customer mix or the amount of miles they need to run. But adjusting for those things, we still think that there's a ton of opportunity just based on maturity of the workforce in each one of the DCs, the level of which our national teams have put forth their best efforts. So we feel pretty good about continued opportunity in those couple of areas.

Great. And then I have a question about the new DCs, you have Denver and New England. Obviously -- well, I'm just wondering, is there anything in the way you're going to be building those facilities, the way they'll be structured that will be vastly different than what you're doing now? I assume they'll have the new warehouse management system, but is there anything else that you think you can do to drive productivity simply by the way the facilities are...

Yes, I mean that's a great point, Meredith. The Denver situation is today, we operate out of 3 buildings. So as you might imagine, the cost to do that is pretty significant. So just by getting from 3 buildings to 1 building gives us a tremendous amount of scale and opportunity. In New England, it's a little bit different. We've got 2 distribution centers that are out of room and are landlocked, so that will be a longer-term project by which we build a new center and gradually put the volume into the new facility and build scale, which obviously gives us the ability to drive down costs as well. So it's really a matter of the bigger you can build it to a point, the greater your ability to drive up your EBIT margin within the facility.

So does that mean you -- or maybe you haven't said anything yet about closing the 2 DCs that are in New England now or will you just try to relieve some of the pressure on them because they're at the back?

Yes, we're just going to relieve the pressure.

Our next question comes from the line of Scott Mushkin with Jefferies & Company.

I wanted to follow on with what Meredith was talking about, the margin discussion, and I wanted to start with gross margins. I think the basis point decline was just a smidge greater than it was in the second quarter on a sequential basis. And I guess just kind of looking at that gross margin line, do we start to cycle some of the big declines at some point as we cycle the Safeway contract? And how should we be thinking about gross margins, the pressure there going forward?

Yes, Scott, I think that you're dead on with that question. I mean, we probably have -- from a year-over-year standpoint, we will see some pressure for Q4 and not as great of a pressure in Q1 of fiscal '13. But from a sequential standpoint, we should revert back to some of the normal seasonal patterns that we see. So using Q2 to Q3, this current quarter as an example, we usually see a lift in the gross margin by virtue of the products being sold and the fact that the independents are stronger sequentially usually from Q2 to -- or Q3 versus Q2 even though on a year-over-year basis with the higher supernatural and conventional supermarket basis, they may have declined. So I think you've got another quarter or 2 where we'll have measurable numbers from that standpoint, and then we should go back into -- I don't want to say necessarily single digits, but I think you'd see much less pressure on the gross margin than you've seen for the last 6 quarters -- 6 to 8 quarters.

Okay, that's great clarity. So I wanted to kind of take that discussion a little bit further on what Steve had said about kind of the expense and trying to continue the momentum there. I mean, as we go out and think about UNFI out over the next few years and the operating margins, if you look back 3.5% was kind of the cap there, I think that's the best you guys have ever done on a yearly basis. Do we still think that is the top-end of your range? Or do you feel with some of the changes that are being brought to bear on the company, that 3.5% is not a cap anymore, that over time, we could actually see operating margins actually exceed that over a -- this is over a long view, obviously.

Well, I think Mark and I probably have 2 perspectives. I would give you one, and that is that we're still pretty comfortable with the 9 to 12 basis points of margin improvement every year going out the next couple years, whether that gets us there, I would -- if you do the math, it certainly will. Mark, you probably have some commentary as well.

Yes, I mean, I think from my standpoint, Scott, what I've said to folks when asked the question is that we still think that we can get to 3.5% for a full year number and that depending on what levers we've had to pull and what -- where we stand in using, say, the warehouse management rollout as an example, what we still have for levers that we might be able to pull further would influence that. So I think it's premature to say whether it's a kind of a high-end as to the ultimate as to where operating margin can get to or if it can get any better. But as Steve said, we're comfortable with the 9 to 12 basis points we've laid out, and I think that when we're at a position where we're at 3.5%, we'd be better able to evaluate as to what we think the ultimate high-end operating margin for this business could be.

Just one more point of clarity. There is a very large foodservice distributor who has done a good job certainly in their earlier days of building their operating margin to a point that's north of ours. They did it by scale, more volume through bigger centers gives the distribution company the ability to spread out those fixed costs over a much wider berth, which is the reason why we're tending to build bigger centers. Our York, Pennsylvania center, our Moreno Valley, Southern California center, our new Denver center and our New England center are all what we would consider megacenters, which give us the ability to have that scale. Without it, it would be really hard to do.

That's great color. And I just want to slip one last follow-up question in there and then I'll yield. Is acquisitions part of that scale drive? Any thoughts there?

It could be. We don't have M&A in our internal models that help us build the scale. But certainly if those opportunities were there, they would help us get there sooner.

Our next question comes from the line of Karen Short with BMO Capital.

Just to follow up on the data that you gave on those 3 key metrics. I guess what I'm wondering is when you talk about the engineered labor standards and the warehouse management system, does this get -- would it get the, I guess, the weaker facilities up to the high-end of the ranges in all 3 kind of categories? Or does it raise what the potential range would be? Maybe can you just give a little bit and, Steve, I mean, the same question for your stronger facilities.

Yes, I mean, for the smaller facilities, it's much harder to get them to the higher end of the range just because they don't have the scale, but they certainly have tons of opportunity to improve. Engineered labor standards by themselves will drive significant improvement across all of the DCs. Today, we only have engineered labor standards in one location. And so they apply to all DCs, large and small. On the bigger ones, we know historically that we can continue to drive improvements on those 3 metrics as well as quite a few others just through continuous change and continuous improvement and the pick pass and a whole variety of other things. So I would guess that at some point, there's a limit to how much expense you can take out but I'm not sure that we're even remotely close to that yet.

Okay. And then on the 2 DCs, Denver and New England, what's the timing on when those will be up and running?

The Denver facility should be up and running by next summer, approximately a year from now, and then -- maybe a little sooner. And then the New England facility, probably [indiscernible].

'14.

Yes, I mean, it will be a fiscal '14 event where timing -- we don't know that we'd be able to commit yet. We don't have a defined location as we sit here today.

Okay. And then any update on Ridgefield?

Yes. We're still scheduled for summertime. Things look pretty good and we're optimistic.

And then Mark, just with your new credit agreement, is there any update or anything to think about in terms of interest expense?

I would say that effectively, Karen, it would be neutral. We had a term loan with a swap that was locked in at 5.7% so while the pricing is higher on our new credit facility, it's offset by the no longer having the swap in place, so I wouldn't expect any measurable difference. I mean, maybe $100,000 one way or the other, but from a standpoint of what we'll be paying, it should be close just based on where we're currently tracking. I mean, it should keep a run rate we've had.

Okay. And just in terms of next year, any color on what the extra week should do for your -- to EPS next year? Is it kind of $0.03 to $0.04 maybe, does that sound about right?

Until I give you sales guidance, I can't really comment from that standpoint. But I mean it's -- if you were to go back and look, I think it was fiscal '07 or '08 was last time we had it. You could look at the fourth quarter. I mean, it's generally whatever the run rate is at that point in time. It's an extra $1.13.

Our next question comes from the line of Andrew Wolf with BB&T Capital Markets.

I also wanted to ask on the big margin expansion. Pretty basically, I mean, you're back -- at least for the quarter, you're back to a period where the whole business for a few years is running at 3.5%. So is there anything exceptional that helped the quarter? I mean, it was beyond the sales leveraging, and it seems like the business has just stepped up to a new level of operating profit that is closer to what it was in the period that you cited back in '07.

Yes -- no, I think, Andy, you certainly hit on it with the sales leverage that we got in the third quarter. Historically, the third quarter is always our strongest quarter and this is no exception. So I think it's attributed to all the work both on the associates and the operations in the warehouse side as well as on the SG&A side of it being conscious of expenses and continuing to make improvements, but there's nothing exceptional in the quarter from any perspective.

Is it fair to say the Safeway contract has matured in the sense that -- and I'm not talking about the special -- or the cost -- the onboarding cost that you spoke -- that you carved out. Just the normal costs of getting that business to be efficiently merchandised in the stores and delivery schedules set up and routes and so forth.

Yes, we're in a great position with Safeway. I think both companies value the relationship, and we're pretty excited about moving it forward.

Okay, so there's no more margin drag, is what I'm really getting to. It's now fully profitable?

Yes, yes -- I mean, as I answered to Scott, there will be from a year-over-year standpoint on the growth side because we haven't had it, but from a sequential standpoint, there's nothing.

And back to the -- it was interesting that you guys have done throughput and through the supply chain and miles driven. That's not unusual for distributors and obviously, I think Steve, you mentioned that over time, you'd build bigger DCs and that is a big source of that structurally. But in the intermediate term where not every DC is going to be doubled or what have you, what role does the systems installations play in -- if you've got the same customer mix and so forth, what role does systems installations play in just getting that -- getting those margins to harmonize, getting the lower ones to go up?

Yes, I mean, I would tell you the biggest structural change that we made 1.5 years ago was elevating the position of the folks that run our DCs. They used to be operations managers, and we had a variety of departments working in the DCs that didn't necessarily report to those folks. We changed the job pretty significantly about 1.5 years ago to general managers, and it's part of that process. General managers have responsibility for 100% of what happens in the DC. We've promoted quite a few folks internally. We also hired quite a few folks from outside to come in to run these centers. And these folks are well-versed on what's required to drive down cost through increased efficiencies. So I would tell you the biggest difference in the last 1.5 years has been just the terrific general managers that we have running our DCs. The second component is some technology that we've put in which is labor management, which is now in 100% of our DCs. And it's just this relatively simple technology platform that allows us to rank speed, accuracy, by selector, by shift. So between labor management and just the quality of the people, that's what's driven the majority of the results. I think we'll see continued lift as we move the WMS platform in and engineered labor standards. But that's just going to be a gradual process that's going to take place over the next several years.

Lastly, I just wanted to ask about a couple smaller parts of your business. Canada, you talked about doubling it over time, and you did a small acquisition in November that boosted it 5% or so. In that acquisition -- I mean, I'm just trying to understand -- you've talked about the Canadian market as kind of being a kind of hybrid between a distributor and a broker because there's a product exclusivity. So the business you bought, Sethi, was that more of a typical -- like a fill-in acquisitions, so is it more of a buying a customer list or enhancing your customer or is it because of the structural of distribution/brokerage in Canada, you also -- was it more of a product business to existing customer? And the reason I'm asking that is it sounds like there's a -- I'm trying to understand the structure of the Canadian industry as well. Sounds like it's pretty fragmented where a lot of these small distributors get pretty good profits because they kind of exclude -- have exclusivity on products, and is that how you can kind of on the rollup side of growing Canada, is that how you roll up Canada?

Yes, I mean you're exactly right. Sethi was an ethnic foods company, a very similar customer base. We acquired the business. We moved it into our existing distribution center, eliminating a whole layer of cost and providing the existing customers with a much greater product offering. So -- and yes, you're right again on the fragmentation of the market. There's lots of small SKU-based distributors that we think would do really well under our umbrella, and we're going to continue to do that. So we'll grow in Canada by continuing to make some of these smaller fold-in acquisitions. But we still have a lot of customers that we serve in the U.S. that have retail locations in Canada, and we are leveraging the relationship between the U.S. and Canada in order to ensure that we take on the distribution in Canada as well, and that's happening. So we'll grow organically by selling more to existing customers, taking on new customers, and we'll continue to be acquisitive by acquiring these smaller distributors that specialize in a very narrow set of SKUs.

Our next question comes from the line of Greg Badishkanian with Citigroup.

Two questions. First is with respect to your very strong sales growth in the quarter. How much of that is coming from the organic food industry growing versus you're picking up some market share?

Well, we know that the overall industry is probably growing around 9%. Inflation, at least lately, has been 3.5% to 4%. So the balance of it is market share gains as well as sort of our mix where we sort of benefit more from the categories in which we focus on versus sort of the overall industry. We've said, Greg, on previous couple of quarters that roughly 2.5% taking the benefit of the Safeway business as well as the disposal of the nonfoods is really the majority of the share gains. I mean, there's some other noise in there, picking up some customers and losing some customers, but it sort of nets out to about 2.5%. So if you backed that off of the 15.3% for the quarter, you're roughly 12.8% with the inflation reflected in there.

Right. And I guess some of your -- it seems like maybe some of your customers might be growing faster than the overall industry if you've got like Whole Foods in it so...

Yes.

Yes. The other part is just inflation, if it's growing 3.5% to 4%, I'm assuming you'll be able to pass that on, or are there any other categories that have sort of very high levels, double-digit types of inflation where maybe you can't pass that on?

No. At 3% or 4%, it's pretty easy for us to pass it through.

Our next question comes from the line of Jason DeRise with UBS.

It's Jason DeRise at UBS. Just a couple questions. One on inventory days, obviously, it's back below 50, as you said. What's the outlook for the end of the year? I guess earlier in the year, you commented that you didn't think it would end below 50 if I remember that correctly and maybe you can give some comments about next year.

Yes, no. Actually, what I was saying is that it would take us a couple of quarters to get back into that range by virtue of the investment we had made for the business we've taken on. I would expect that we probably end up 4Q in the range of 48 to 49 days, Jason. There's a little bit of uncertainty just in case the sales trends accelerate or slow down that we can't react as quickly from that standpoint, but I would expect around 48, 49 days.

Okay, great. And then going forward, is the target still to get to the lower end of the historical range, or has anything changed about the way that you're servicing your various customers that would prevent that?

No, I think the target, I'd certainly prefer it to be at the lower end of the range, but what's most important is ensuring that our customers are serviced appropriately. So you'll generally see, going into the second quarter, that we'll start to build inventory, and we'll usually be at the high-end of the range coming out of the second quarter, which includes the holiday season. We may be again at the high-end of the range or maybe even exceed it because we'd rather be in a situation where we have to work to get back down to our targeted range than be in a level where we hit the targeted range but negatively impact service levels. Usually, the back half of the year, Q3, Q4, we're in the range. The first half of the year, we're at the high-end of the range or slightly above it.

Great. I wanted to ask a bigger picture question but before I do that, I wanted to ask just a very quick clarification. On the CapEx comment that you said, you thought that the run rate would be above the last 3 years. Was that as a percent of sales, or are you talking in absolute terms or I think it may not matter either way [ph] but...

Yes, the comment was made as a percentage of sales. We haven't given guidance yet as to what the percentage of sales will be. But we think it's probably going to be north of 1% of revenue. How much north, we're just not sure yet. Not significantly, but it will be north of 1%.

Okay. I'm glad you commented not significantly because your rate used to be much higher prior to those 3 years.

Right.

Okay. And then -- so the bigger picture question, obviously, you have your different retailers growing at different rates. I'm wondering if you're seeing anything that the retailers are doing differently perhaps on the independents as supermarkets are increasing exposure to these categories and as Whole Foods is rolling out their stores, if you're seeing anything different from them as a way to compete.

The only comment I would make, Jason, is the independents tend to be pretty innovative. I think that they also tend to respond fairly slowly to changes in the market, whether it be from a price point, new product offering, and I think that's been the case over the last 18 months with the independents. But based upon -- I think they grew 9% this quarter, which is a pretty strong growth for them. And so we're starting to see a lot of innovation in the stores. A lot of the independent retailers may have 1 or 2 stores are starting to open new stores, which we didn't see for a couple years. So we're pretty optimistic. Other than that, we haven't seen a whole lot of changes in the other 2 channels.

Our next question comes from the line of Eric Larson with CL King.

Steve, I just want to talk about the structure of -- I know we've talked a lot about operating margins this morning. But ultimately, the operating margin will depend upon the industry structure. And you referred to a large distributor who we all know this morning that has margins higher than yours. The good thing is, is that your margins are higher than a traditional wholesaler. But at the end of the day, and I remember you talking about this at Performance Food Group, the ultimate margin structure that you will achieve is the level of service that you can provide to that customer and charge for. And at the foodservice level, they can menu plan and do a lot of other things for restaurants, et cetera. Can you just kind of compare and contrast the types of service levels in the natural organic distribution side that you can provide that would be different from a traditional wholesaler and where you might sit relative to a foodservice provider in that same context?

Well, let's see. Let me try that one. I think, number one, the expense structure is very different between the 2 industries. And I would tell you that the opportunity, the biggest opportunity to increase our operating margin is to continue to take cost out of the system. Because when you look at our cost structure today versus the cost structure at a typical foodservice distributor, ours is higher. Now there's a whole variety of reasons behind that, but ours is higher, and I think that we can continue to do a lot of work that drives up service level but also takes out cost. On the service side, again, totally different model. We tend to deliver much bigger deliveries which with very different equipment. We also tend to provide added value services, which in many cases the customer pays for and field sales charges, which kind of complicates the gross margin and expense line. I think that the trend -- and I think I've talked about this, the trend is for the full service programs to gradually go away as retailers need to meet a certain price point. So there are some structural differences between the 2 businesses. But at the end of the day, the DCs are the DCs and other than the fact that our DCs have many more slower moving SKUs than foodservice, I think there's a ton of room for us to bring down our expense structure to get more in line with your typical foodservices distributor.

Just to follow-up on that, I'm assuming that you're referring to the expense structure of the foodservice side is that they need many, many, many marketing associates. They need a higher sales organization expense line than what you will need at UNFI. I'm assuming that's what you mean. And with that, you're saying that your expenses are higher than what your cost side of traditional foodservice operator, and that the opportunity really is kind of in that whole arena?

Yes. It's more. If you look at the expense -- our overall expense structure versus the overall expense structure at a foodservice distributor, ours are higher today. Regardless of whether it's because of territory managers or a whole host of other issues, ours are higher. So I think that's where our greatest opportunity is to increase our operating margin.

[Operator Instructions] And our next question comes from the line of John Rich with JPMorgan.

I was wondering if you could talk about the cadence or the phasing of sales trends throughout the quarter by month, even if just directionally. And then, were there any big new product launches in the quarter that drove the top line strength?

John, generally, we don't provide month-to-month, so I wouldn't want to break with that now. I think we could say that the sales trends were relatively consistent during the period. But we have not historically, nor would I want to break that out now and provide month-to-month sales. With respect to individual products and anything that was launched, I mean, we carry such a wide assortment of products that no individual product really has a significant impact. In any given month, we can add anywhere from 700 to 1,200 SKUs and discontinue just as many. So with north of 60,000 SKUs overall, no single SKU really has a significant impact, or even 100 SKUs don't necessarily have a significant impact on the given quarters. The trends that we've seen historically and for the last few quarters with respect to gluten-free as well as the Greek yogurts, a lot of products with coconut water. I mean, those trends hold strong. And if you were interested in learning a little bit more sort of in some of the broader categories, I'd recommend that you go to our website where we have a trends video that we put out quarterly that we talk about what some of the individual trends are. But from a standpoint of individual new product introductions, nothing occurred during the quarter that would have a material impact on the results.

I'm showing no further questions in the queue at this time. I'd like to turn the conference back to management for any final remarks.

I want to thank you for participating in UNFI's third quarter 2012 earnings call. Have a terrific summer, and we look forward to discussing our full year results and forecast for fiscal 2013 later this year.

Thank you. Ladies and gentlemen, if you'd like to listen to a replay of today's conference, please dial 1 (800) 406-7325 or (303) 590-3030 and enter the access code of 4538642 followed by the pound sign. Thank you for your participation. You may now disconnect.