Greetings, and welcome to the United Natural Foods Third Quarter 2013 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Katie Turner of ICR. Thank you, Ms. Turner, you may now begin.

Thank you, and good afternoon, everyone. By now, you should all have access to the third quarter fiscal 2013 earnings press release issued this afternoon at approximately 4:05 p.m. Eastern Time. If anyone still needs to review the release, please reference the Investors section of the website at www.unfi.com. As a reminder, the webcast of the earnings call is also available on the company's website. On the call today are Steve Spinner, President and Chief Executive Officer; and Mark Shamber, Chief Financial Officer. Before we begin, we'd like to remind everyone, comments made by management during today's call may contain forward-looking statements. These forward-looking statements discuss plans, expectations, estimates and projections that might involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Additionally, in today's earnings press release and during the call, the company will provide both GAAP and non-GAAP financial measures, including operating expenses, operating income, net income and earnings per diluted share. Presentation of these non-GAAP financial measures is not limited to the -- is not intended to be considered in isolation or in substitute for any measure prepared in accordance with GAAP. For a complete reconciliation of GAAP and non-GAAP financial measures, please refer to the company's earnings release issued earlier today and available on the company's website under investors. And with that, I'd like to now turn the call over to Steve Spinner.

Thanks, Katie. Good afternoon, everyone, and thank you for joining us today to discuss UNFI's financial results for the third quarter and first 9 months of fiscal 2013. Our consistent solid financial performance demonstrates that demand for UNFI's products and services continues to grow and highlights our focus on improving efficiency and driving further operational excellence across our business. In the first 9 months of this fiscal year, our net sales grew almost 14%. And sales during the third quarter grew almost 13% when comparing to the same period last year, again, reflecting the dynamic and expanding organic natural and specialty industry. Our operating profit, adjusted for our Auburn Labor Action, grew almost 14% in the quarter versus the same period last year, and our operating margin expanded by 4 basis points. For the year, our net income has increased 14.5% versus prior year. Two important notes: We have now lapped the onboarding of Safeway and inflation was again very modest at approximately 2%. And interestingly, the year-over-year inflation spread is now at its greatest gap as inflation in Q3 2012 was 4%, a 200-basis-point difference. This further accentuates the strength in our sales growth. Our consistent top line growth reflects consumer demand being driven by more and more people maintaining healthier lifestyles with a growing interest in natural, organic and specialty products, food safety and environmental awareness. According to industry data published by SPINS, last year, natural and organic products continue to outpace overall store growth across all channels. We expect this trend to continue for the foreseeable future. Another interesting data point supporting the growth of our industry is consumers' growing demand for transparency in food labeling. People are becoming more and more interested in knowing if the food they buy is made with genetically modified seed, also…

Thanks, Steve, and good afternoon, everyone. Net sales for the third quarter of fiscal 2013 were $1.57 billion, which represents growth of 12.8% or approximately $178 million over the prior year third quarter's net sales of $1.39 billion. Excluding the $12.5 million in sales from the 3 acquisitions that closed in the first quarter, sales increased by 11.9%. Inflation continued to moderate both sequentially and on a year-over-year basis for the quarter coming in at 1.76%, a 22 basis point decline from Q2, and a more than 250 basis point decline from last year's third quarter inflation of 4.43%. Year-to-date net sales are $4.42 billion, yielding sales growth of $530 million or 13.6% over the comparable period in the fiscal 2012. Excluding the acquisitions, our year-to-date growth is 12.6%. For the third quarter of fiscal 2013, the company reported net income of $31.6 million or $0.64 per diluted share, an increase of approximately 8.9% or $2.6 million over the prior year. Net income for the third quarter of fiscal 2012 was $29 million or $0.59 per diluted share. Earnings per diluted share increased by 8.5% as EPS growth was impacted by the higher average share count in fiscal 2013. Looking at our sales by channel, as Steve mentioned Supernaturals increased by 15.5% in the third quarter. Sales growth in the Supermarket channel was 13.6%, while the Independent sales accelerated to 8.3% from the 7.9% achieved in the second quarter. Finally, foodservice grew by 23.7% in the third quarter and foodservice continues to represent 3% of total sales. As covered in the press release, gross margin for the quarter were 16.8%, an 83-basis-point decline over the prior year's third quarter gross margin of 17.6% and a 7-basis-point improvement sequentially. The primary drivers of our lower year-over-year gross margin continued to be…

[Operator Instructions] Our first question comes from Andrew Wolf from BB&T Capital Markets. Andrew P. Wolf - BB&T Capital Markets, Research Division: A couple of questions. First, on the independent sector, doing a little better. Do you think that's sort of market-wide or is that more some of the initiatives you spoke of adding territory managers and trying to get, I guess, more touch points with the customers and some of the technology and other things you are trying to bring to the table?

It's kind of hard to pinpoint exactly where it's coming from, but certainly those things you mentioned have helped us quite a bit in terms of getting more feet into the retailers' locations across the country, adding the iUNFI technology, adding some specialists into the market to concentrate on very specific product groups. Certainly the strength of our Albert's division as it relates to antibiotic-free, all-natural protein and specialty cheese. So I think all those things have really contributed to the growth in the independent channel, as well as just the general demand for the product across all the channels. Andrew P. Wolf - BB&T Capital Markets, Research Division: Okay. I guess another way or a follow-on to that is -- I mean, are you actually seeing new customer conversions or is it mainly a penetration, either category management or bringing like you mentioned new products, new categories?

Yes, I mean, we sell a large percentage of the independents across North America today. And so I think where we're having a lot more success is through further penetration of SKUs that we either hadn't had in the past and now have through additional promotional activity. And just general health of the industry. I would say those are the 3 things that are driving the growth within that channel. The other thing I would mention is that, within that channel are what we call our multiunit independents, which tend to be extremely fast-growing -- actually, the fastest growing within that segment. Those are typically independent retailers or retailers that have somewhere north of 10 locations. It seems as though the new openings have ramped up much faster than they have in the last 3 years. Andrew P. Wolf - BB&T Capital Markets, Research Division: Okay. And just wanted to ask about guidance, just putting some numbers in the model, looks like Q4 falls out to about 59 to 61, and operating margin's kind of flattish year-over-year. And I guess I'm trying to tie that to, is that because you increased the noncash earnings impact at Aurora and Albert's Organics or is there something else that accounts for that?

Yes. I mean, Andy, as we talked about going through the year, I mean we're at about $2.6 million through the first 9 months of the year. And this is the quarter where we're actually going to move those 2 facilities. I mean, as Steve mentioned, we've actually already done it on the Albert's facility and will be going through the process very shortly on the Denver facility. So those are -- we lose the noncash piece of the rent in the fourth quarter, but then we actually have the physical moves cost, which if you were to go back and look, in some cases, have been as much as $2 million. And so you factor that in on the GAAP side, and really that's what's -- any improvements that we're getting on the rest of the business being offset by that being in the guidance for the fourth quarter. Andrew P. Wolf - BB&T Capital Markets, Research Division: So it's about $2 million of move costs?

Yes. I mean, again, we're at $2.6 million and the guidance for the year was $5 million to $5.5 million. So it could be anywhere from $2.4 million to $2.9 million in the fourth quarter. Andrew P. Wolf - BB&T Capital Markets, Research Division: So I guess another way to ask, sales guidance went up, and yet I think versus most folks' models, it looks like margin is not -- operating margin's, like I said at least in my modeling, it looks a little around flattish. So -- and the guidance here doesn't change. So is there another aspect? Is there a sales mix issue? Is there something or are you guys just sort of being conservative based on lack of inflation or something you see out there?

Yes. I mean, I think it's a combination of those. I mean, one, we continue to see the supernaturals are in line with historical growth, but the supermarkets growth has been much higher than the independents these last 2 or 3 quarters, which is driving down the gross margin and driving down the overall margins a little bit. Having covered this for a number of years, we are generally conservative in the guidance from that perspective. So I think that the combination of the two, plus the move costs, honestly, they tend to come in a little bit higher than we envision sometimes, so we've left ourselves a little bit of room, if that is in fact the case. I mean, they don't always go off flawlessly even though the operations team does everything they can to make sure that happens.

Our next question comes from Sean Naughton from Piper Jaffray.

Just on the shrink, you'd called it out as a little bit of drag last quarter, and I don't think I caught it that you called it out this quarter. But it does sound like you may be using some technology to track some temperature control in the trailers. And maybe just give us an idea, is there really a big opportunity here on shrink and did that actually improve in the quarter?

Yes. Sean, I don't remember calling out shrink in the last call. I'm pretty sure we did not. Our shrink rates are actually pretty good and have been pretty good. Every once in a while, we get a hit, but I don't remember that there was anything called out in the last couple of quarters related to shrink. I mean, we've been talking about supplier service issues, but that's more out of stocks and not inventory loss that related from out of code, et cetera.

Yes. I mean, last year and the first half of the year, we had 2 successive quarters where we had that in fiscal '12. But in fiscal '13, the run rates on the shrink side have been more consistent with historical trends. So there wasn't -- I mean, if we did perhaps give that impression, it was not intentional in the second quarter.

Yes. And also when we talked during that very brief period of time, it was basically we geared up our inventory for the holiday season. And that's what caused some of the very brief shrink issues that we had.

Okay, got it. And then private label, you did also call this one out again. That's been increasing for the first few quarters of this year. Is there any sign of this particular dynamic moderating for you right now? Or is this something, this is after we get through maybe the next quarter or 2 here, we should be potentially on a more normalized run rate, if you will, for that particular portion of the margin expectation moving forward?

Yes. I mean, this is an old story, unfortunately, for us. I mean, basically, what we see is we see a big migration to private label. There's some pushback and then we see the private label fall off. And then over time, it starts to come back again. So I think right now, we're in a situation where it is ramping up. And so I think it will be a little bit of a drag for maybe the next couple of quarters, but it's not material. It's just a little bit of a headwind. And I think that over time, consumers will ultimately push back and demand more national branded product, and it will fall off again. But right now, we still are in a little bit of an upswing. And for clarity, private label is a net-net price structure, whereas nationally branded products are not. So all in all, nationally branded products tend to be more profitable for us to carry than private label.

Got it. And then just a quick follow-up, and you guys have given this a number of times, but where do we stand on the warehouse management over the next 18 months? How many do we expect to have in? How many do we have in right now? And kind of what are some of the performance that you're seeing out of that implementation and rollout?

Yes. We have our third one going into Auburn, Washington this summer. And then we'll be doing 3 a year, which I think is a schedule we can keep. And we see nice performance increases. The biggest single change that happens when we put in our UNFI warehouse management system is we virtually eliminate selection errors. So from a selection perspective, we're almost 100% accurate. But we have to take our time. We have to put it in right. We've had a huge success in the second implementation in Ridgefield, Washington. So we feel like we're pretty good at it. We've got a team dedicated to it. And so we'll knock off 3 a year following this summer's Auburn, Washington.

Our next question comes from Meredith Adler from Barclays.

Talking just a little bit about both private label and the customer, I mean the vendor out of stocks, does more private label help you at all in that area? And then, I mean, I think you had -- I had a conversation with you about this that there's sort of a lag and then the manufacturers add some more capacity when they can. But should we be worrying about the holiday, which is when you really had a big problem last year?

Yes. I mean, in part and the answer to the first part of your question, Meredith, I think historically, the out-of-stocks on private label tend to be higher than the out of stocks on the national brands just because they require a dedicated run to produce them. So historically, I think that's the way we've seen it. I would say that right now, we have a fair degree of confidence that based upon what we're seeing in the suppliers that capacity is being added either through planned expansions or through the addition of new co-packers. And we see it sequentially getting better, as I mentioned in the prepared remarks. And every manufacturer is in the same boat we are for the holidays, and that is that the retailer relies heavily upon that time period. So we feel pretty good that we're going to be okay through the holiday season.

Okay, great. And then just talking a little bit, you do have a lot of capital investment activity planned for the next 2 years. I think you had promised that you'd be free cash flow positive. So I think maybe you could talk a little bit more about how you plan to fund those DCs or how you would do it to come up with the most money? And then I have one sort of related question.

Yes. I mean, I made a little bit of reference to that in my prepared comments, and we have some very specific thoughts on financing the new buildings. And as you know, we've got a very healthy balance sheet today. And so we're in the process of taking a look at bundling real estate both in terms of buildings that we already own and buildings that are currently under construction or soon-to-be construction, and using those buildings to create some very attractive financing alternatives for us. Mark, do you want -- do you have any other comments you want to make on that?

Yes. I mean, I think the one thing I would note, Meredith, is that the timing of when this plays out may be a little inconsistent in the sense that we'll likely build the facilities on our own balance sheet, and then once they're complete, look at some sort of financing scenarios in that sense. It just leads to a lower cap rate than what we will be charged if we were to sort of enter into financing transaction upfront. Plus, it allows us to manage the construction of the buildings in the manner and form which is most desirable from our standpoint. So we'll be in a better position, particularly as it relates to timing, once we give our guidance at the end of our fourth quarter in mid-September. So -- but what you would likely see is as we build the buildings, the CapEx would flow through, but they, in the fourth quarter, once the buildings were complete, we might enter into sale-leaseback or some other similar type transaction.

Okay, that makes sense. And then just my final question would be, will you be giving us some guidance on sort of the costs related to opening those facilities, the operating costs related to opening the facilities and cost to ship product or whatever you have to do similar to what you're doing in Denver? And I know we called that out as being unusual, but is it fair to assume that we're going to have costs like that for the -- at least the next 2 years?

Yes. And that's part of the reason, Meredith, where we've put it into the guidance and we've not spoken about the operating expenses or operating income x those costs. We've highlighted it so that folks know what they are and are able to trend it, but we will likely have some of those costs over the next couple of years. As it relates to giving you the information, we'll certainly do that when we give the guidance. The further out we are on a construction project, the more likely that the dates could shift slightly. So we'll give a range as we've historically done, but depending on the weather, we could shift as much as a quarter in the construction schedule.

We spent a tremendous amount of time thinking about financing, thinking about the generation of free cash. And so we're very focused on that. I mean, at the end of the day, fortunately it's a very rich problem to have that the business -- I mean, we've essentially added $3 billion in sales over the last 4 years. And so you have to build the capacity to meet the demand. And we certainly believe that the fastest growth is in front of us, not behind us. So we've got to plan out capacity while not giving up on our strategy to build free cash and operating margin expansion every year. And I think we can do that.

Our next question comes from Stephen Grambling from Goldman Sachs.

Just a quick clarification on the SG&A. Were some of the costs from the buildings not yet occupied also taken in the third quarter?

Yes. So that $1 million that we referenced, I think in my comments, I'm not sure, I think Steve actually mentioned it as well, but there was approximately $1 million worth of expenses in the results in the third quarter.

Okay, that's what I thought. So then when I look at SG&A just on a year-over-year basis, and maybe this isn't the best way to look at it, but it looks like it was the lowest it's been in years. Can you talk about how we should think about these underlying rates and x some of these onetime costs going forward, and maybe how sustainable this rate is?

I think that it continues to go back to the mix shift in trying to answer that question, Steve. I mean, I can tell you that last year at this time we were asked whether or not we could get the expenses lower than what we've had because last year's third quarter was a significant uptick in that sense. So I think what happens, I mean our third quarter is always our highest sales volume quarter. And so we tend to get the greatest leverage starting at that point. We take a little bit step back in the fourth quarter because the volume declines sequentially a little bit excluding the extra week. And then we maintain that until we sort of get to the next year's third quarter with modest improvements as we go. So I think that if I could tell you definitively where the sales by channel was going to come out, I'd probably be in a much better position to give you the exact mix because if we do more independent sales, we'll see higher expenses, but the profitability is higher on the independent's and total on average. So we'd be more profitable even though the SG&A side would go up. So I think to answer it succinctly, it's a scenario where we'll continue to take the expenses out. We'll continue to get leverage. The rate that we have for this quarter is sustainable, but you'll probably see a little bit of a step back in the fourth quarter and then maintain that until we get to next year's third quarter.

Our next question comes from Kelly Bania from Bank of America.

Just quickly on gross margin. It's been incredibly stable over the past 2 or 3 quarters, and just wondering, I think, Steve, maybe you mentioned volatility and gross margin coming up, but I want to make sure I understand what the message was there. And then maybe if you could also tie in the out of stocks. I thought that had abated last quarter. I'm wondering if you can talk about what categories you're seeing that in and if we should expect that to moderate in the fourth quarter?

Okay, sure. Yes, I mean I just wanted to make sure that everybody didn't think that because we had a couple of quarters where our gross margin was stabilizing that we couldn't have some up or down volatility as we look forward. We do think that the gross margin from here forward should be fairly stable. There's nothing that we know of today that would cause a significant decline like we've had in the last couple of years related solely to customer mix. But I just wanted to caution folks into not thinking that it was going to be exactly the same quarter-to-quarter because it could go up or down, as I said. But there was nothing hidden in that message. And then you asked a question on the supplier out of stocks. Yes, so what was, I forget, what was your question on supplier out of stocks again?

I thought that the supplier out of stocks had kind of abated last quarter. And so I was just wondering if it was the same categories, and if you will think that it is kind of resolved at this point or as we think about the next couple of quarters?

Yes. So it's definitely getting better. Sequentially, it was better than the second quarter, but it was still considerably worse than last year. So we'd probably have another 2 quarters where the comps are pretty tough. But I think that we're going to start to see gradual improvement in the service level. We're still faced with some out-of-stocks related to some very specific products, and it's just going to take a while for those to get back up to the volume demand. But like I said in the comments, we have a fair amount of confidence from the suppliers that they're on it, they're adding capacity, and we'll see it continue to improve.

Great, that's helpful. And then if I can ask another one, just on the DCs. I don't recall if those locations were announced, the, I think, you said Wisconsin, Hudson Valley and in California. And I was just curious if you can talk broadly about the process that you go through in determining those locations. And I think you mentioned some of the independents maybe growing a little bit faster. Just curious how much visibility you have into that and if that plays into those decisions?

Yes. I mean, that's a good question. I think a couple of years ago, we used to think that the most efficient way to build a distribution center was to build a mega center, 800,000, 900,000 square feet. You'd spread your fixed cost over a really wide berth, and that will be the most effective way to manage DC. But what we learned was when you actually put the zip codes of your delivery points into a model, what we found was that whatever efficiencies we gained by building a big building, we actually lost in transportation cost. And so the analysis brought us to let's take a look at the geographies where we have the greatest saturation of customers and where we're driving the furthest distance to get to. And that's where we need to build the facilities. And so when you look at a Racine, Wisconsin or sort of in Wisconsin, it's far more efficient for us to build a new building there and offset volume from several of our existing buildings that are at capacity than it is to build a singular mega center, far more cost-effective. So our model moving forward will be to have what's called a foldout strategy, where we will build a building that's in somewhat close proximity, could be 200, 300 miles away from an existing facility. We'll offload volume from the existing facility into the new one, and it will just bring us closer to the customer and significantly reduce our transportation costs.

And then, Kelly, just to the other part of that question, our facility in the New York area is in the Hudson Valley area. It's actually in the town of Montgomery, and we have not yet signed on a location in Northern California, although we have narrowed it down to a couple of places.

[Operator Instructions] Our next question comes from Ajay Jain from Cantor Fitzgerald. Ajay Jain - Cantor Fitzgerald & Co., Research Division: I guess just given that you have one quarter remaining this year, I wanted to clarify if the updated sales guidance is mainly related to the extra sales week because if I compare the midpoint of the original sales guidance to the new range, I think the incremental amount works out to the same 2.2% to 2.3% that you attributed to the extra week in your press release. So can you confirm if the 53rd week is mainly behind the new sales guidance? And if it was just an issue that the calendar shift was not accounted for?

No. Actually, that's not the case. I mean, the uptick was that we had strong -- we had much stronger -- we saw an uptick in the third quarter where we went from 12.3% in the second quarter, Ajay, to 12.8%, and we have seen that the first 4 weeks of the fourth quarter have seen a modest acceleration from there. So it's more a reflection of the continued sales growth and the improvement in the sales growth than it is anything to do with the 53rd week.

And the extra week was always in our guidance.

Right, the extra week, we had laid that out in the beginning. And we, I think even on the fourth quarter earnings call fiscal '12, we had kind of roughly estimated the number so that people knew that it was a 10 to 12 comp, roughly before the next 2-week was factored in. Ajay Jain - Cantor Fitzgerald & Co., Research Division: Great, that's very helpful. And I just had one follow-up question. I think, Steve, in your prepared comments, you gave out the sales contribution by channel, and maybe you gave it, but what was the growth of independents this most recent quarter for both independents and the conventional supermarket channel?

Actually, they are covered in mine. Steve only touched on the supernatural. So the conventional supermarkets were 13.6% for the quarter and the independents were 8.3%.

Our last question is a follow-up from Andrew Wolf from BB&T Capital Markets. Andrew P. Wolf - BB&T Capital Markets, Research Division: I have 2 follow-ups. The roughly $5.5 million of the noncash and I guess, now the cash moving costs at Aurora and Albert's, when we look and when you compare that to last year, was there any similar cost last year if we just want to adjust for that?

No. Well, I mean we -- the last time we had, had any cost of that nature, Andy, were in the first quarter and a little bit into the second quarter of fiscal '11 when we opened the Lancaster, Texas facility, but there were no such costs in fiscal '12. Andrew P. Wolf - BB&T Capital Markets, Research Division: And you're saying going forward that we'll be, and depending how things fall out, could be awash or something like that?

Yes. I mean, it's right because we're going to have -- the new facility in Wisconsin will likely be done late in fiscal '14. The new facility in New York will probably be some point in fiscal '15. I think it's a little bit early for us to comment on timing there because we haven't broken ground yet. And then we have a new Northern California facility that will come on board some point after that. So as we look at the next couple of fiscal years, we'll likely have those types of expenses in that timeframe. Andrew P. Wolf - BB&T Capital Markets, Research Division: And then just lastly, I think you mentioned inbound freight is a drag to the expense ratio. And either I missed it or maybe I didn't, but is that tied to your inbound freight system or routing or and I think last quarter you mentioned there was a lack of backhaul opportunities. So could you just discuss what's the situation there and what -- when you see that might go through?

Yes. I mean, there's a few different things, but I think Steve, in his comments, touched on it in that, in instances where we have higher-than-normal supplier out-of-stocks and where we feel the need to address customer service-level needs. We'll move products around at the higher expense on our side. And that is a component of inbound freight. I mean, there may have been a few instances of some higher costs where we expedited shipment on directly coming in versus relocate -- versus moving it between existing DCs, but I think what we were trying to allude to there was more along the lines of we'll move things around, particularly when we continue to have service-level issues, we'll move things from DC-to-DC if we have the inventory in another location. Andrew P. Wolf - BB&T Capital Markets, Research Division: Okay. So you're really, to some extent, you're dependent on the vendor community really getting back to kind of normal in-stock levels, if you want to properly service your own customers by extending that?

Yes, yes.

And I'll turn the call over to Mr. Spinner for closing comments.

Thank you for joining us this afternoon. Eat more organic and specialty food, and we look forward to presenting our 2013 fiscal year results and 2014 guidance this September. I hope you all have a great summer. Thanks again for joining us.

Thank you. This does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation.