Welcome to the United Natural Foods second quarter conference call. (Operator instructions) I’ll now turn the conference over to Julie Tu, the Financial Relations Board.

By now, you should have all received a copy of today’s press release. If anyone still needs a copy, please call Samantha Alfonso in our New York Office at 212-827-3746 and we will send you a copy immediately following this afternoon’s conference call. With us today from management is Michael Funk, President and Chief Executive Officer; and Mark Shamber, Chief Financial Officer. We’ll begin with some opening comments from management and then we will open up the lines for questions. As a reminder, this call is also being webcast today and can be accessed on the Internet at www.unfi.com. Before we begin, as usual, we would like to remind everyone about the cautionary language regarding forward-looking statements contained in the press release. That same language applies to comments made on this afternoon’s conference call. With that, I’d like to turn the call over to Michael Funk.

Thank you everyone for joining our second quarter conference call. With me today on the call is Mark Shamber, our Chief Financial Officer. Our second quarter sales were $830.7 million, a 24.2% increase from the second quarter a year ago. Exclusive of the Millbrook acquisition, our sales grew at a rate of 13.4%. The super natural channel grew at a rate of 19.2%. Our supermarket business was at 81% growth, this includes the Millbrook business and exclusive of the acquisition was a 9.3% growth rate. Our independents continued their strong performance and grew by 10.8% and food service grew at 29.7%. Despite slow economic conditions demand for our products remains very consistent. We think consumers’ continued concerns about food security and safety, health and the environment will continue to drive demand for our products and offset concerns about pricing. We have seen the same pattern of strong sales in economic downturns repeat over and over during the last 30 years. We are anticipating increased growth opportunities in our supermarket channel, as we begin to offer retailers a full selection of natural organic as well as specialty ethnic assortments. We also are anticipating offering our core natural customers more selection on the specialty side, on items with acceptable ingredients. Our strategy in moving in this direction will ultimately diversify our customer base and make us a stronger competitor to gain business in accounts we have previously not serviced. As a percentage of our total business, super naturals, which are whole foods and wild oats, were at 32.2%, supermarkets were at 22%, independents were at 40.9% and food service was 2.1%. With a full quarter since the acquisition of Millbrook, we were successful in our primary goal of restoring inventory levels and fulfillment rates to our customers. On the fulfillment rates, Millbrook…

As Michael mentioned, net sales for the second quarter of fiscal 2008 were $830.7 million, which represents growth of 24.2% or approximately $162.1 million over prior year’s second quarter net sales of $668.5 million. Excluding our acquisition of Millbrook Distribution Services which occurred on November 2, net sales for the quarter were $758.3 million, yielding comparable sales growth of 13.4% for the second quarter. Year-to-date net sales are $1.57 billion, yielding sales growth of $252.1 million or 19.2% over the prior year. Excluding our Millbrook acquisition, comparable sales growth was 13.7% for the first half of fiscal 2008 with year-to-date net sales of $1.49 billion. In mid-January, our Western Region cycled through the incremental sales volume achieved during the last 12 months, related to gaining the primary wholesale natural grocery distribution for Whole Foods Southern Pacific region. At 18.6%, gross margin for the quarter showed a 6 basis point improvement over the prior year’s second quarter gross margin. Gross margin in the second quarter benefited slightly from our Millbrook acquisition. Millbrook’s full service supermarket model should generate a higher gross margin than our core distribution business, but it also carries higher operating expenses in providing those services. Gross margin was negatively impacted in the quarter by a combination of lower than projected sales growth and acquisition activity in our branded products division. For the first six months of fiscal 2008, our gross margin is at 18.5%. Our operating expenses for the quarter were 16.3% of net sales compared to 15.4% for the same period last year. This represents a 91 basis point decline over the prior year, as operating expenses were negatively impacted by Millbrook’s operating loss of $3.8 million or approximately 46 basis points. Our second quarter results also include approximately $0.70 million or 9 bps in costs associated…

(Operator Instructions) Our first question is coming from Ed Aaron - RBC Capital Markets.

In the quarter and with the guidance, it reflects, I think, some challenges in a few different areas pertaining to Millbrook, the branded business and the new facilities. Michael, I was hoping you could maybe talk a little bit about how you are managing the organization through the change brought on by the Millbrook acquisition. I was surprised to some extent by the shortfall in the core business and wondering how much that has to do with the organization maybe being strained somewhat by the big change that it took on.

Well, we do have a lot of things going on that we are investing in for our future growth and I think with the branded division we’ve built an infrastructure that’s prepared to handle a much larger business. In many ways we haven’t been able to get the type of companies acquired that we originally we were targeting. Some of the activity on the branded side has been with really small, more startup type companies that have low revenue but still require a lot of expenses to handle and integrate into that branded business. So we’ve built a solid infrastructure there to handle that business. It’s a little ahead of the sales growth there. So I feel really good about the future there. With Millbrook, it’s 10% of our business in terms of an acquisition. We are excited about the talent level that’s at Millbrook. There are always integration challenges to tackle. I think we were a little too optimistic on some of our initial forecast. And now I think we’ve reset the guidance to reflect a very achievable and manageable level. We want to make sure with an acquisition like Millbrook is that we focus on taking care of the customers and trying to integrate at levels that are too quick that could potentially disrupt any customer service issues is not what we want to do. So we’re taking a little slower approach, ensuring that the customers get taken care of. So while we do have a lot of things going, we opened two facilities in the past four months and have two more planned. This is the challenge of a growing company I think where we’ve built up our infrastructure to handle it and we will definitely be, I think, performing going forward along the lines of expectations.

The Millbrook and the outlook for breakeven by Q1 of ‘09, what gives you confidence in that? Have you seen the early start of some directional improvement in the operations of that business or is lot of that still to come?

Well, yes, we have seen some modest improvements, certainly nothing to the level that we originally forecast, but a lot of the work is in the buying and getting the synergies with our UNFI buying power, our purchasing power, our inbound freight systems, and things like that that we can lower our cost a bit and improve the gross margin. Ultimately it’s getting those purchasing departments integrated so that they perform at the highest level. I am real confident of being able to do that over the next two quarters. Driving expenses out we will take a little bit longer and certainly as I mentioned this first move in Florida, integrating those facilities, getting out of their Tampa facilities is a real positive step forward. We have unidentified where the expenses are, it’s like I said it’s taken a little bit longer to flush them out of the system but I think Q1 ‘09 is a real good date for us to commit to being neutral.

Mark, can you give us the growth that you reported? I don’t recall the number last quarter for the branded business. Just 31% growth actually didn’t strike me as being some unusually low number but 20 basis points of margin for a business that’s that small as a percentage of your total of business does seem like a pretty big hit. So I was trying to understand if last quarter you had some huge growth number and now it’s slowed more dramatically.

No I think that there was certainly a pick up in the growth number for brands, Ed, but as you may recall prior to having closed the Millbrook acquisition we are looking to grow that brand from say 3.3%, 3.4% of the business to 5% of the business with an expectation that the core business was growing at 11% to 14%. In order for them to achieve 50% growth when the core business was growing at 11% to 14%, they really needed to have some high growth. So the expectations were there that with some of the acquisitions that we had done as well as organic growth that the figures would have been higher than where they ended up being. And I think one of the things to clarify or it might help from standpoint is that, as Michael said it’s on the operating margin and we did build out some of that infrastructure in anticipation of sales volume that we haven’t achieved yet.

Our next question is coming from Scott Van Winkle - Canaccord Adams

Looking at Millbrook a little further, Mark, correct me if I am wrong, but the financing cost alone on a quarterly basis of Millbrook are only about $0.03 to $0.04 so, what was Millbrook, was it losing significant amounts of money when you bought it? I was thinking it was closer to breakeven.

I think I’d clarify one thing that the financing is probably running us about $0.02 a quarter and prior to the acquisition, Scott, they had run into liquidity issues. I would tell you that there was certainly a dramatic decline leading up to the acquisition that led to service levels dropping down to the 70s. So earlier in calendar 2007, they were probably closer to breakeven but when we acquired them we knew that they were losing money at a relatively healthy clip and we thought that the increased service levels and the working capital could address a great deal of that. But in trying to ensure that the customers were fully serviced, there were some incremental costs that we needed to incur in order to make sure that we maintain that business because there had been a little bit of an extended period with lower service levels.

So it seemed like originally you thought you’d take some business back from better fulfillment levels and now you’re working hard to make sure you don’t lose any incremental.

I would say that’s a fair statement. I think that from the standpoint of the incremental I think that, as Michael said, we got the service levels back into the low 90s which is consistent with what the specialty distributors did by mid-January. So I think that from a standpoint of the existing customer base, we’ve gotten back to a level that Millbrook had been before they ran into the liquidity issues and now we’ll start looking at growing that business.

How significant a business is the Albert’s facility that was in Winter Haven that loops Sarasota, it’s a small operation I assume?

Yes, it was smaller. All of the produce facilities that Albert’s has are generally much smaller than the UNFI broad line, 20,000 to 35,000 square feet type of size.

So the impact from that is probably fairly insignificant once you get through the initial cost?

Yes, we didn’t break it out. There was some nice savings there but on the big picture it’s not real material.

Regarding the growth you posted in the independent channel which continues to improve over the last few quarters, is there anything significant driving the improvement? Is it just same-store sales or more customers or easier comparisons? I realize the comparisons are a little easier now on a year-over-year basis. Is there anything different happening in the independent channel?

Well it’s a question that we are constantly asking about the independent channel, I think is the best barometer of the overall health of the business and the overall sales demand of the business, and seeing it strengthen really is a result of comp growth in those stores. There is much less new store activity generally happening in that channel, it’s more of a function of comp growth. So again, it’s back to what I said earlier, it seems like sometimes when the economy goes south a little bit, we see the strengthening of the sales and it’s particularly notable in the independent channel.

On the branded side to Ed’s question, I can’t remember exactly how many acquisitions that were made that were relatively small. Is there one particular acquisition that is causing a little bit of pain or it’s a function of, you built up an infrastructure and you’re delivering lower sales?

Yes, all of our acquisitions that we’ve made on the branded side are actually doing well and within expectations, there’s nothing that’s blowing up on us. It’s what you said basically, we’ve built up the infrastructure, we’ve got a lot of expenses to handle, a much bigger business and we forecast much more growth than we’ve been able to achieve for this year. I think we are going to see that growth materialize as we get into ‘09 and beyond, but for now we are a little short on our forecast.

And the losses in that business, at least hitting the P&L, are the losses mostly coming from SG&A or is there some issue in there in the gross margin on those branded products as well?

Well, maybe to clarify, it’s not losses as much as below expectations from where we thought they would be coming in.

So the 20 bps is relative to your expectations, not a loss that’s hitting the P&L.

Correct.

And relative to your expectations so you were assuming higher revenue on your operating dollars, the revision relative to your prior expectations, Mark, is it just sales level or is it the expenses. I am trying to figure out, is it a function of the infrastructure side, it’s a lot of SG&A that’s not being absorbed by the sales dollars, and that’s simply it?

That’s probably the simplest way to look at that if the sales were there, the incremental margin would more than cover the infrastructure that we’ve built up. Without the sales there it’s covering less of that operating expense base.

Your next question comes from Gregory Badishkanian - Citigroup.

As a follow on to the branded business, I am assuming that acquisition prices in the industry have come down. Are you looking at more targets to maybe take in and also baked in your guidance, how much acquisition growth are you assuming for the year?

Actually for the rest of ‘08 I think we will only be forecasting I’d say minor acquisition activity and be looking more for organic comp growth on the existing brands. To your question about where our targets are, I think we see our sweet spot is in being able to identify emerging companies, emerging brands that we can acquire in their early stages and grow those companies rapidly by being ahead of the curve, identifying a trend before it hits mainstream so to speak. We are trying to stay away from larger acquisitions at this point which the more mature companies that generally command a higher multiple, we are trying to again then target a lower multiple type of acquisition from a more emerging company.

And so looking at internal growth, 13.4% pretty similar to I believe it was about $13 million in the first quarter. Is there anything in the core business that you are seeing, has it deteriorated very substantially in February or is there something there that you are baking into the guidance?

Well no, what we see is sales that are still very consistent, we are lapping that Whole Foods So-Pac business as Mark mentioned in January. So, you are seeing a slightly lower sales growth for the back half, but if you ex out that So-Pac business, it’s a very consistent run rate, haven’t seen any changes in demand in the current month.

What type of organic sales growth would you say if you ex out the Pacific area for the Whole Foods business, what type of organic growth rate would you say?

Well I think we are seeing 10% to 12%, in that range

Your next question comes from Andrew Wolf - BB&T Capital Markets. Andrew Wolf - BB&T Capital Markets: The $0.08 dilution that I assume had some extra expenses, I think you were talking around this but what I am really trying to get you is just to get the business in stock and things like that. I got to assume there are some extra expenses. So is it fair to say that the current run rate loss in that business including financing which I think is what is in the $0.08. Is the current run rate is less than that, so that at least the $0.10 to $0.12 you are predicting for the last half of the year, at least there’s some progress already made there

Yes, that’s correct, Andy. There we have seen some progress in the month of January, compared to where the months of November and December came in and so looking at first quarter fiscal ‘09, we expect to see some modest improvements each month as we move forward. Andrew Wolf - BB&T Capital Markets: Are the greater saving to get you this business to turn about for it to be neutral, turn about on a swing of about $5 million in operating profit per quarter it sounds like, or somewhere $4.5 to $5, is most of that money in the purchasing side or is it more in the in the expense side in terms of what you’ve identified?

No, Andy I’d say it’s split between the two, there’s big opportunities in both. I think the ones that are achievable earlier are the purchasing or buying synergies and I think we expect to achieve those earlier. The expense ones are equally as great but probably taking more time and spread out over the next 12 to 18 months as we develop other expense reduction. But overall there, the purchasing as well as the operational side there are equal opportunities. Andrew Wolf - BB&T Capital Markets: But I framed it in terms of getting it to be neutral. So if it’s 12 to 18 months on the expense side you won’t get to neutral in time. You are just talking, were you answering it more towards the whole opportunity of the business even beyond getting it to neutral?

Yes. So I was answering it in the whole opportunity. So to your question, about from the next two quarters there will be, I would say a large part will be on the buying side.

Andy, overall it’s probably a 50/50 split and we would like to think that there is some opportunity to maybe shift that more towards the purchasing and the buying side, so maybe it turns 60/40 or something but for the rest of fiscal ‘08 roughly. Andrew Wolf - BB&T Capital Markets: And is there a structural reason or a personnel reason that you haven’t yet achieved the buying synergies or anywhere near what you are expecting? Is the buying group right, what do you think, is there some impediment or is it focus, or is it a systems type of thing or why do you think it’s?

Well, part of it, Andy, is that we did have, when the acquisition came in and they were cash starved for lack of a better way of putting it. There was a lot of inventory that was in there that reflected no forward buys where they were getting it that day or that month or they were buying it in the minimum order quantities that they need but paying full price for it and not taking any discounts. And so there is an aspect of specialty foods that they turn a bit slower than our business does and so in some respects we are still selling out some of that product that was bought at a higher cost. That certainly was a large portion of this reason, of this particular quarter where we would have thought that we could have turned that inventory or that we would have had less of that inventory on hand by the end of the quarter, so that we saw some of the pickups in margins where we are taking advantage of purchase discounts now or making forward buys but it didn’t materialize as quickly as we would have anticipated.

And, Andy, maybe another way to look at it is we had to focus on this first three months on getting the customer service levels up and then the inventory levels up as we mentioned. So, there was a lot of energy put into that, that we can now take to focus on synergies and getting the efficiencies in there to start driving out cost. So, I think that’s a good way to look at it. Andrew Wolf - BB&T Capital Markets: On the buying, now that you have probably talked to the management and the buying or the category managers, whatever they are called in that business. Are your original assumptions about the kind of purchase discounts, forward buying and the like that you might have, before you owned the business you had to make assumptions about, are they there? Or is the business just structurally somewhat different than you had expected in terms of the available amount of purchasing synergies that you originally identified? Is that pretty much the same number or were you negatively surprised as to what’s available over time?

No I think it’s as we had thought prior to closing on the deal that there is significant amounts of opportunities on the buy side and in particular the transportation side. A lot of the specialty vendors are very small, they’re are small LTL shipments unlike our core business where we are shipping in rail car and full truck, a lot of the shipments in the specialty business are small LTL loads with much higher inbound freight costs for example. So the opportunities are huge there by combining and consolidating all of our shipments to lower the freight cost. So as well as just being able buy better, 15% of Millbrook’s product mix overlaps UNFI’s and there is significant cost reductions that we can get on those items. Andrew Wolf - BB&T Capital Markets: Michael, independent of the financials, which obviously I am sure you sound as disappointed as everyone else. Operationally, is Millbrook working well enough operationally that if a big customer that you don’t currently serve wanted to use the integrated business now, do you think that’s something that operationally you could achieve, is there any issue on the operational side?

No, not at all, in fact as we alluded to, we are definitely offering our customers both programs. We are soliciting new business and we are confident of our ability to service any new customers on the specialty side as well as obviously the natural side.

Your next question comes from Simeon Gutman - Goldman Sachs.

On the branded business, and to clarify it sounds like its source is the top line and it’s a fixed cost leveraging issue. I am curious, three months ago, how that changed so much, is this a first half issue that you were seeing or is this consistent throughout the year? And what’s causing it specifically? Not the right products, maybe the forecast was too aggressive, is it the environment?

I think the forecast being too aggressive is probably number one. I think again number two, being able to identify acquisitions and close on them that meet our criteria. It’s hard to build forecasts around an acquisition expectation. While there are a number of companies out there that we are interested in that meet our criteria. It’s not always something you can set a timetable on when you can get them closed. So, I think initially it’s really an aggressive forecast that we were unable to achieve but due to the availability of acquisitions.

And you may have mentioned it earlier but that implies that the organic growth or maybe not the organic growth from existing branded business is okay, it was more contingent upon defining other companies out there to tuck into your portfolio.

Yes, I’d say that’s mainly true. We are definitely focused on both sides of the ledger. We want to build our growth with the existing brands and the organic growth of the products that we already have as well as tucking in the acquisitions. But the big growth spike and the reason we’ve built out the infrastructure for that the vision was the anticipation we were going to have some higher acquisition activity than actually materialized at this point. As I said, I do think those things will materialize as we get into ‘09 more and more.

Are there any particular categories where your branded portfolio you would say is weaker than others?

No, we’re not specific in terms of any category, we have frozen lines, and we have grocery lines. I’d say we’re opportunistic in that generally we’re looking for growth items on emerging products. I’d say the only area that we’re not really active in is in the nutritional supplement or the health and beauty care categories.

As to the macro and I’m not sure you’ve looked at this but in the last downturn five, six years ago whatever you characterize that as, have you looked at the composition of sales from the independent customer? And realizing that they were smaller and the industry was growing much faster was there any evidence of trade down, anything that you can see either hurting that sector broadly or from within?

No, I don’t have specific numbers to throw at you but I know, again thinking about my career and the 30 years where we’ve had probably four or five good downturns. Every time there seemed to be that event, the growth in independents ticked up in a surprising way while so many people anticipated some slowing of sales in those markets we seem to tick up. So while again I don’t know how to necessarily explain it, a lot of people have different theories about it but it seems to have held up consistently over the years we have been in business.

The transition with Whole Foods and Oats, I imagine it’s running pretty seamlessly but curious what your thoughts are?

Well for us I would say there are no major issues. They are obviously having product assortment decisions that they are taking some of the products, the Whole Foods’ label and other products, into some of the Oats’ stores and eliminating some of the other items. So our distribution centers are taking the assortment demands and changing those out but overall I think the Whole Foods team has been very good to work with through this transition and very cooperative in assisting us and working through the transition as efficiently as possible.

So mid-Atlantic and Moreno Valley, both were anticipated but they weren’t included ahead of the guidance that you issued back in November.

There was some aspect of Moreno Valley that was in there but we are accelerating the work that we are going to be doing both there and in York, so are you asking from a CapEx standpoint or the additional expense standpoint?

More from the expense, the way the budget and the guidance laid out.

There is probably at least an additional $0.01 or $700,000 or so of expense that will occur now in the fourth quarter than what we had originally planned because we are pushing to get both of those facilities open a bit sooner than what we had originally put in there.

Our next question is coming from Ajay Jain - UBS.

Your stock is down about $6 right now in after hours trading. Based on my count, this is at least the fourth time you’ve have lowered your near-term outlook over the past year or so. So in the context of all the operational challenges you’ve been dealing with for more than a year now and the more recent integration issues at Millbrook are there any governance issues that you think need to be addressed within your organization? Do you have the right team to make all the necessary adjustments to get the efficiencies from Millbrook in the near term and get back on track to your goal of 4% operating margin longer term?

I think we are in an environment of a lot of change and we need to constantly adapt and get the right personnel and the right resources to deal with the challenges that we’ve had. We’ve had, I think, like every business ups and down in the past and we’ve been able to navigate through them. In a high growth environment, I think, there is always going to be challenges when you’re trying to invest in the future for a growth business. So if you are asking me do we need to have other resources or other staff, that’s a constantly evolving thing. I would say, yes, we are adding people to our executive team that bring us I think additional talents that we haven’t had before on the branded side, that’s one good example of where we’re again building an infrastructure for a business that we didn’t necessarily have all the expertise for. We’re retaining some new talent for the specialty business as well as retaining the talent through the acquisition to help us grow the specialty foods business. So, we’re taking on a lot of initiatives, but I think the team we have is experienced and we have gone through ups and downs before and we see our future as being a very strong one.

Can we review what the current outlook is for interest expense and D&A for the full year? I think, Mark, your tax rate was also higher than what I think you have communicated previously, so if you can also indicate what the tax rate you are assuming is right now for the back half of the year.

The tax rate Ajay, with the acquisition of Millbrook, the way it fell out in certain of the states has increased some of our exposure where we now have nexus where we did not before. So, the tax rate, we are accruing now and we did a catch-up in the second quarter to put us at approximately 37.2% for the year. From a standpoint of interest expense, it obviously will depend on where rates go from here but based on the current debt levels and the timing of when we are going to have the CapEx occur in the third and fourth quarter, you are probably talking in a range of between $4.2 to $4.5 million. Maybe a little bit lower depending on if there are additional rate cuts, but I would say that based on where rates are currently, that would be my estimate. The D&A, I think we have the figure for the second quarter that was probably $5.3 million. It probably drifts up by virtue of when the new facility opened in Portland. It probably is closer to a run rate of $5.5 million or so for the third and fourth quarter.

Our next question is from the line of Scott Mushkin - Banc of America Securities.

Trying to understand the reduction in earnings, just the buckets here, so we’ve got about $0.20 for Millbrook, a certain percentage from the branded, but it also sounds like you got some expenses from the opening of facilities that are a little bit more than you thought too, so I was hoping you could quantify that. Mark, you said $0.01 but it sounds like there is some ongoing additional expenses or higher than expected expenses in some of the stuff you are already doing and I was wondering if you could clarify that a little bit.

Well, Scott, there were some delays a week or two or so with respect to the Portland facility but there was a delay of a month in the opening of Sarasota. So we’re about a month behind from a standpoint of where we get our synergies once the new facilities get up and running under that whole six to nine month timeframe. So, if I had to hazard a guess, it’s probably if you look at it from the standpoint that Michael is saying, we expect 14 to 16 bps of improvement as those facilities become more consistent. You’re probably talking in that case that it’s maybe anywhere from $0.015 to $0.02 each quarter right now where it’s just incremental expense as they are selecting their transportation, so on and so forth, become consistent with what our other facilities that have been open for a year or more are doing. But it is in that respect a soft number. I can’t say definitively that this person’s selecting slower, this person is selecting faster. But if we look at the facilities that we have opened in the past, if you were to go back to say the Rockland facility and the Greenwood facility, which both opened in the first quarter of fiscal ‘06, were the two most recent before this. Usually in the six months or nine months after they open, we start to see measurable improvement in the operating expenses. So, we are sort of indicating that that’s a piece of it but I couldn’t give you a hard and fast number because it doesn’t exist.

Would it be safe to say that you got $0.20 from Millbrook, maybe the rest of the other piece is 50/50 between branded and some higher expenses from opening facilities?

No. I would attribute more to the branded particularly if you look at this past quarter end, where we’re going in the third and fourth quarter. The facilities as I said are probably only delaying us a month or two in total. So there is probably an aspect for this quarter on top of the pre-opening expenses but I would say that it’s maybe 70/30 brands versus the operating expenses of the rest of the business.

Going back to Millbrook, it seems like the revenues were coming in what you thought. I’m curious because like some of the things, the overlap of brands, the overlap of purchasing and everything, generally those things are easier to get done in the sense you say, “We’re buying the same thing, let’s consolidate it.” Go back to the vendor, boom, it’s done. So, the question is your service levels got down pretty low. Some clients were pretty probably upset. So some of this, and the fact that it all of a sudden ends as we get to the first quarter ‘09, is some of this attributed to you having to go to these customers and say, “Hey, we want to keep you, we’re going to make it better for you to stay with us.”

Well, the way I’d answer that, Scott, is that rather than having let’s say a purchasing efficiency that takes some time to implement, the goal was get the product to the retailer, get it on the shelf at whatever cost. And so they continued to buy and maybe some inefficient or less efficient manner, it cost us more money but we got the product to the store. And that was the primary focus even though we didn’t really be able to generate any synergies. So now that we’ve got that occurred, we can begin to pick up the low hanging fruit of taking the longer term consolidation between the two companies.

So do you think, Michael, that there is any revenue risk related to Millbrook in the sense that the service levels before invited other people to service those customers and contracts come up for bid and whatnot. How would gauge the revenue risk at Millbrook at this stage?

There are definitely customers that were very upset with Millbrook as you can tell with those kind of service levels. I think we’ve stabilized the situation, contracts will come up for bid in that business generally customers are bidding on a contract basis every couple of years and you win contracts and you lose contracts. I would anticipate we’ll have some sales erosion but we are also seeing new sales being generated as well. So we are leaving our sales forecast alone. As Mark had stated earlier, we still believe that we’re going to see Millbrook’s top line at about what we expected prior to the acquisition.

Can you go over the debt again, how much cash you’re going to need, what your facility is and do you think you need to expand it? And give us a little bit of a picture of the cash use this year and where you think you are going to stand from a debt perspective?

So to recap it, we put in place a new $400 million credit facility. That was in November. Of that facility, the purchase price for Millbrook probably was about $80 million. We put a fair amount of working capital in there as well as specifically for Millbrook, as well as the working capital to build up inventory at Portland and for the holidays. And then on top of that, we did a couple of other acquisitions on the branded side. So, it left us at the end of the quarter between cash-on-hand and availability under the credit facility at about $87 million. That’s most likely the high-water mark for the year. If you look at past quarters, usually at the end of the second quarter, our debt levels are the highest and we generate more operating cash flow in the second half of the year. And so, I would say that debt levels should come down in the third quarter and into the fourth quarter. Historically, they would come down a bit more in the fourth quarter because of the CapEx that we have on tab they are probably not going to come down as much. So from a standpoint of where we currently are, Scott, I feel very comfortable that we have sufficient liquidity to be able to execute on our strategy and we feel that the working capital that we’ve put into the business on the Millbrook side, other than anything that may come from further growth of that business, we feel that we have stabilized and the needs going forward are minimal from that end.

We have time for one more question that’s a follow-up from Scott Van Winkle - Canaccord Adams.

Mark, did you say $4.2 million a quarter in interest?

I said anywhere from $4.2 to $4.4, $4.5 million, Scott, based on the current rates.

Yes, that’s down sequentially from what we saw in this current quarter.

But this past quarter, that’s after actually the end of our quarter, was that 1.25% drop that the Fed did the 75 basis points fall by the 50 basis points. And for a large part of the quarter when the lending supply got tight, LIBOR was actually at a much higher premium to the Fed rate calculation than it normally was. So interest rates were a bit higher in the quarter than we might have otherwise expected.

And to clarify, you are not changing the Millbrook revenue guidance, so $75 million a quarter roughly about?

Yes, I would say that that’s still accurate for the rest of the year.

That concludes our question-and-answer session.

Well again, thank you for your support and interest in United Natural Foods. We’ll look forward to getting with everyone next quarter and continuing to drive our shareholder value. Thank you.