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Executives

Cindy McCann - Global Vice President of Investor Relations

Walter Robb - Co-Chief Executive Officer and Director

Glenda Jane Flanagan - Chief Financial Officer, Principal Accounting Officer, Executive Vice President and Secretary

John P. Mackey - Co-Founder, Co-Chief Executive Officer and Director

David Lannon - Executive Vice-President of Operations

Kenneth J. Meyer - Executive Vice-President of Operations

James P. Sud - Executive Vice President of Growth and Business Development

A. C. Gallo - President and Chief Operating officer

Analysts

Charles X. Grom - Deutsche Bank AG, Research Division

Kenneth Goldman - JP Morgan Chase & Co, Research Division

Edward Aaron - RBC Capital Markets, LLC, Research Division

Karen F. Short - BMO Capital Markets U.S.

Scott Andrew Mushkin - Jefferies & Company, Inc., Research Division

Mark R. Miller - William Blair & Company L.L.C., Research Division

Sean P. Naughton - Piper Jaffray Companies, Research Division

Jason DeRise - UBS Investment Bank, Research Division

Whole Foods Market (WFM) Q3 2012 Earnings Call July 25, 2012 5:00 PM ET

Operator

Good day, everyone, and welcome to today's Whole Foods Market Third Quarter Earnings Program. [Operator Instructions] And it is now my pleasure to turn the conference over to Cindy McCann, VP of Investor Relations. Please go ahead.

Cindy McCann

Good afternoon. Thank you for joining us. On today's call are John Mackey and Walter Robb, Co-Chief Executive Officers; A.C. Gallo, President; Glenda Flanagan, Executive Vice President and Chief Financial Officer; Jim Sud, Executive Vice President of Growth & Development; and David Lannon and Ken Meyer, Executive Vice Presidents of Operations.

As a reminder, all forward-looking statements on this call are subject to risks and uncertainties that could cause actual results to differ materially from the expectations and assumptions discussed today. This may be due to a variety of factors, including the risks outlined in our company's most recently filed Forms 10-Q and 10-K.

Please note, our press release and scripted remarks are available on our website. We assume you've read our press release so we will use this time to focus on highlights from the quarter and our future outlook.

I will now turn the call over to Walter Robb.

Walter Robb

Thank you, Cindy, and good afternoon, everybody. Our Q3 results reflect another quarter of strong sales momentum and outstanding execution. We produced 27% EPS growth on 14% sales growth, delivering significant year-over-year improvement, including a 62-basis-point increase in gross margin to 36%, a 57-basis-point decrease in direct store expenses to 25.3% of sales, a 119-basis-point improvement in store contribution to 10.7% of sales, a 104-basis-point increase in operating margin to 6.9%, 94-basis-point improvement in EBITDA margin to 9.6% and 192-basis-point improvement in return on invested capital to 15.2%.

Our solid performance, capital discipline and increasing stock price generated close to $300 million of cash during the quarter through a combination of $211 million in cash flow from operations and $88 million in proceeds from team member stock option exercises.

We invested $13 million in new and existing stores, repurchased $25 million of common stock and returned $25 million in quarterly dividends to our shareholders. During the quarter, our total cash and investments increased $154 million to $1.5 billion.

Turning back to sales, given the continued moderation in inflation along with some sluggish economic data points, we were very pleased to produce our second consecutive quarter of 24.5% 3-year stacked idents or 3 years of 8%-plus increases. Excluding the Easter shift, our comps increased 8.9%, and our idents increased 8.6%. Transaction count increased 7%, with broad-based sales momentum across regions, departments and store age classes.

On a year-over-year basis, our customers have continued to shift their purchases toward organic products and several discretionary categories. We also continue to see meaningful increases in $50-plus sized baskets.

Our robust sales and focused operating disciplines, along with moderating inflation, helped to generate another quarter of exceptional margin performance. A 51-basis-point increase in gross margin x LIFO was driven primarily by equal improvements in occupancy costs and cost of goods sold.

Sequentially from Q2, we saw an approximate 30 basis point decrease in gross margin, which we attribute in part to seasonality, as well as some impact from our strategy of improving our relative value positioning by increasing our level of price investments. The success of this ongoing strategy is reflected in our continued sales momentum, as well as our most recent competitive survey, which indicates that we are improving our pricing position versus our competitors during the quarter.

Turning now to new store growth. We are very excited to have opened a record 9 new stores in Q3 in Greensboro and Wilmington, North Carolina; Kailua, Hawaii, Edina, Minnesota; Wexford, Pennsylvania; Laguna Niguel, California; 2 stores here in Austin and a relocation of our Soho store in London. Greensboro and Wilmington are both new markets for us. Kailua is our second store on Oahu and our third store in Hawaii. We closed our small store in Soho and opened a new 18,000-square-foot store in Piccadilly that is a great location and triple the size. And more than 7 years after opening our flagship store in Austin, we now have 2 new stores in our hometown.

This quarter's openings speak to the breadth and the variety of market opportunities available to us in new and existing markets, as well as both urban and suburban locations.

We continue to be very pleased with the performance of our new stores. For the last 5 quarters on average, our new store class has consisted of 21 stores opened for approximately 6 months. At 38,000 square feet in size, they have produced average weekly sales of $575,000, translating to sales per square foot of $786 and have generated a contribution margin of just under 6%. We expect these outstanding results, combined with our lower average capital investment per store, will drive strong returns over time. Please check out the Beyond the Numbers section of our Investor Relations webpage for more information about the new stores that we opened during the quarter.

Since our second quarter earnings release, we have signed 12 new leases averaging 38,000 square feet in size: Palm Desert, California; Pompano Beach, Florida; Park Ridge, Illinois; Wichita, Kansas; Boston; Columbia, Maryland; Kansas City, Missouri; Lincoln, Nebraska; Parsippany, New Jersey; Greenwood, Pennsylvania; Dallas; and Houston. Four of these leases are in new markets. We have signed 37 new leases over the last 12 months and are on track to open 25 new stores this year, 28 to 30 new store -- 28 to 32 new stores next year and 33 to 38 new stores in fiscal 2014. We currently have 76 stores in development totaling 2.8 million square feet and representing about 22% of our operating store base.

I will now give some additional color on our raised outlook for fiscal 2012, which is a 53-week year, and our initial outlook for fiscal year 2013, a 52-week year. Please refer to our press release for more detailed information.

For the first 3 weeks of Q4, idents increased 9.5% or 18.8%, on a 2-year basis. While we are pleased with these results, they represent a short period of time and also include some positive impact from the July 4 holiday shift. Our new range for the year implies idents of 7.6% to 8.6% for Q4 or 16% to 17% on a 2-year basis and 24.7% to 25.7% on a 3-year basis. For 2 and 3-year trends, these ranges are in line with our Q3 results on the low end and reflect an acceleration on the high end.

As currently reflected in Street [ph] estimates, we typically see high average weekly sales in our second and third quarters, which drive stronger bottom line results, and then sales tend to drop in the fourth quarter, which is seasonally our weakest quarter. Based on our Q3 results and our higher expectations now for the fourth quarter, we have raised our fiscal '12 outlook for operating margin to 6.4% and our diluted EPS range by $0.05 to $0.07. Our new fiscal year EPS range of $2.51 to $2.52 implies EPS of $0.59 to $0.60 for Q4. This includes the estimated impact on earnings from the extra week in Q4 of approximately $0.06 per share.

For the fiscal year, adjusting for the impact of the extra week in Q4, we expect 27% EPS growth on total sales growth of 13% to 14%. For fiscal year 2013, on a 52-week to 52-week basis, we expect comps of 6.5% to 8.5% and EPS of $2.83 to $2.87.

In summary, in an economic environment that is proving difficult for many retailers, we are thriving. We have opened 19 stores year-to-date and created over 7,000 new jobs throughout the company over the last 12 months. We just reported excellent quarterly results, raised our guidance for the current fiscal year and initiated guidance for next year. For 2013, we expect another year of healthy comp store sales growth, a record 28 to 32 new store openings, continuous operating margin improvement and earnings growth of 16% to 17%.

Our growth plans are on track with ending square footage expected to accelerate through 2014. We are well positioned to internally fund our growth and believe we will continue to gain market share through further differentiating our shopping experience, improving our relative value position -- proposition and reinforcing our standing as America's healthiest grocery store.

We will now take questions. Please limit yourself to one question at a time so that everyone has an opportunity to participate. And our call will end at 4:30 Central Time. Thank you very much.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from Charles Grom with Deutsche Bank.

Charles X. Grom - Deutsche Bank AG, Research Division

If I just look at the next year and look at the $2.83 to $2.87 EPS guidance, if my math's correct, I think it implies operating margin compression or maybe flat, which looks obviously pretty conservative. I'm just wondering if you could flush out the pluses and minuses on the margin line next year and if you could speak to what the impact from cycling the extra week this year will be.

Glenda Jane Flanagan

Well, the impact from cycling the extra week didn't really show up significantly in any way in operating margin; only in the percentage growth numbers, which we have adjusted for in the numbers we gave. And it does not imply operating margin compression, but we are going to be hopefully prepared to give more detail when we announce the fourth quarter than what we're giving today. We're very excited about the results that we're seeing so far in Q4 and what we've seen in Q3, and there's certainly no reason for us at this time to have anything negative to say about next year. We're very excited about next year.

Walter Robb

And I would just add to that, Chuck, that we -- out right in the script, it's just -- we're just talking about committing to incremental improvement of operating margin, so that's the direction we're headed.

Operator

We'll go next to Ken Goldman of JPMorgan.

Kenneth Goldman - JP Morgan Chase & Co, Research Division

What are you seeing in the fourth quarter ahead of where you are right now that could lead to deceleration from the quarter-to-date ID and comp sales that you've seen so far? Your implied guidance suggests a slowdown in performance. I'm just curious what you're seeing that would lead to that.

Glenda Jane Flanagan

Let me just say that the first 3-week numbers reflect positive impact from the July 4 holiday. July 4 was in Q3 in both years. But last year it was on a Monday, so we saw the positive sales impact in Q2 when people shopped over the weekend. This year, July 4 was on a Wednesday, so we saw the positive impact this year. So we do expect some slowdown in the comps for the rest of the year compared to those 3 weeks. Also possibly some moderation in inflation before we get to the end of the year.

Kenneth Goldman - JP Morgan Chase & Co, Research Division

And then just a follow-up. Can you quantify the July 4 impact or is that too hard to do?

Glenda Jane Flanagan

If you just look at what we have guided to for the full quarter, that is reflected in there.

Operator

We'll go next to Ed Aaron of RBC Capital Markets.

Edward Aaron - RBC Capital Markets, LLC, Research Division

Nice to see the plans for another step-up in the square footage growth in '14. When you think about the pipeline, are there any regions where maybe you're at the point or nearing the point where you feel like you kind of have to ease back a little bit just on the rate of store development because culturally, it's just hard to push it any farther? And then I guess, along those same lines, are there any areas where you think maybe you do have room to still push higher from here?

John P. Mackey

John Mackey here. Actually, we don't think your question -- I mean, we're not seeing any regions where we're having to slow down on growth. We're actually, as you see, we're accelerating our growth. And we have greater capacity. We have more infrastructure in place. It's a great thing about the Whole Foods model with the 12 distinct regions. Each of them has the infrastructure in place on a regional basis to grow. And I mean, obviously, there's some type of physical limitation that a region could handle effectively for an upward limit, but we're not close to that in the region. In fact, it's just the opposite. We're finding that we're able to open stores in some of our larger regions a lot quicker than we ever have been able to do so. For example, I think in the Midwest region, aren't we opening about -- how many stores are we opening in 12 months?

Walter Robb

10 stores in 20 months.

John P. Mackey

Yes, we're opening 10 stores there in 20 months.

David Lannon

This is David. Just here in the Southwest, we just opened 2 stores in this quarter at 4 weeks apart Arbor Trails and Bee Cave, and then they're opening another store in San Antonio 4 more weeks from now. So the regions are showing the capability and maturity as they grow to open stores as close as 4 weeks apart without good, strong operations in existing stores.

John P. Mackey

We're opening also on average smaller stores than we've opened a few years ago. The smaller stores are less complex to design, build and open so that's also a plus there.

Walter Robb

And I would just -- one last bit of color, Ed, is that what I see is that people of the regions are using this growth to innovate in how they're supporting the store openings. They're evolving their structure and they're expanding their, like John said, their capability to do it. It's really exciting to see -- we just opened one in Des Moines here last week, and to see how they've evolved their support structures to be able to do these simultaneously or more rapidly. So I agree with John. We're nowhere near our capacity, and we're increasingly confident in our ability to do it.

Operator

Our next question comes from Karen Short with BMO Capital.

Karen F. Short - BMO Capital Markets U.S.

Just wondering if you could maybe elaborate a little more on where you think you're getting traction? What demographic from an age and income perspective? And then following on that, you've commented in the past that you think maybe you're lagging a little bit with Gen X. And I guess, are you kind of introducing any specific initiative to accelerate conversion with this demographic?

John P. Mackey

Karen, I don't think -- I think we'd rather position that as we're not lagging with Gen X so much as that we're doing very, very well with boomers and millennials. So I mean, we have plenty of Gen X customers, but we seem to do better with boomers and millennials. And we don't exactly know why that is. We can speculate on it somewhat that the millennials, a lot of them grew up eating Whole Foods because their parents began it. So they're already familiar with natural organic food. So it's not as big a transition for them. I think the whole purpose-driven aspects of Whole Foods Market has a strong appeal to the millennial generation. And the boomers, I mean, I think the thing that's driving them to convert is they're aging. And they'd like to stay young and healthy and vital and extend their longevity, so that's a natural push for them. And then I just think the millennials line up well with our philosophy and our purpose-driven aspects for our company. But the X-ers may be just a little bit tougher sell. And hey, the X-ers are younger than the boomers, but I don't think they've been able to repeal the aging process. So we think as they age as well, they will begin to turn more to Whole Foods as well. So we're bullish on all 3 demographic groups.

Walter Robb

And I'm just going to say, we -- I mean, and there's a lot more millennials than X-ers. But also, I'd just say if you look into quarters here that the strength of the transaction count, we are growing. This is 75% of the growth here is transaction count. New customers, new trips. And it's exciting to see. So you have to believe the X-ers are coming in, too.

Operator

We'll go next to Scott Mushkin with Jefferies.

Scott Andrew Mushkin - Jefferies & Company, Inc., Research Division

So I want to get back to what Chuck was talking about on margins. And just you had, I guess, it looks like about a 90 -- you'll have about a 90 basis point -- 80 to 90-basis-point jump in that operating margin this year. What caused that? Is that going to unwind next year at all or do you still feel like some of the programs will be in place to continue to see improvement? Or will it be much less a degree than what you saw this year, the programs that you have that are driving it?

Kenneth J. Meyer

I think one of the biggest things that we're focusing on --this is Ken here -- is the fact that we've got greater focus on shrink control and managing that on both sides. And that's what's going to drive our margin and manage our business in a much different way. And our teams have become much sharper with that. The tools that they have, that they're using for that have really brought them in a better position to merchandise more effectively while managing the shrink.

David Lannon

And team members take great pride in the discipline of shrink control, controlling expenses. They've -- new fixturing in our stores to control shrink. It's creating definitely a margin push.

John P. Mackey

Yes. There's so many confluences, so many factors, the ones that Ken and David both named. Also again, we're having better discipline in our capital investments, so we're having lower depreciation as a result. We're also seeing smaller stores. We're seeing stronger sales per square foot. Also, we're seeing -- we're able -- the real estate team's doing a great job of getting us lower rents, and that's helping. Anytime you get a lower rent, that's going to flow right to the bottom line. So there are so many areas that seem to be coming together for us now that's helping drive those operating margins.

Walter Robb

Just remember also, too, the other things we've talked about in the past for the distribution. We are taking our scale, and we've got our facilities in place in every step that we take in volume is an additional incremental leverage on the buy side of the business and the distribution side of the business. Our global purchasing team is doing a super job. We're buying -- we're taking care of the commodities exposure. And all that stuff is helping to offset the price investments. So in short, no. Don't expect it to unwind. I mean, we've been pretty clear about the margin discussion, kind of where it's headed and the range that we're operating in. But this is not something that's just a one-time thing. This is something that we put some disciplines in place that we hope to continue to produce.

Kenneth J. Meyer

Yes, we're getting better.

Walter Robb

Yes.

Operator

We'll go next to Mark Miller with William Blair.

Mark R. Miller - William Blair & Company L.L.C., Research Division

The company is putting in all these process changes which are helping on the gross margins, the shrink, the occupancy, the distribution and so I certainly understand the discipline of gross margin in the range 34% to 35%. But I mean, is there any reason to think that you wouldn't continue to get leverage on these factors going forward like occupancy if you were to hold the rate of comp sales growth at a constant level?

John P. Mackey

Yes. I think we can expect to continue to get leverage on occupancy expense. We think that's going to be offset with our price investments. We're going to continue to try to make ourselves more and more competitive on a price basis, and that's the great thing about the occupancy cost levers. That gives us more wiggle room to be more aggressive on price. So I mean, I mean, hopefully in the best of all worlds, we're going to be able to get investments in price and leverage on occupancy expenses, while being able to use our scale to purchase and get better margins on the buy side. And who knows, maybe we can continue to deliver on all these fronts. That's our goal. But in trying to manage the expectations of our investors, we don't want everybody to think that we're going to promise them these higher gross margins on an indefinite basis when we're consciously making the decision to be more aggressive on price. So we're going to keep saying that because that's what our strategic intention is. We really are thinking long term here.

Operator

We'll go next to Sean Naughton of Piper Jaffray.

Sean P. Naughton - Piper Jaffray Companies, Research Division

Just on the real estate side of things. As you guys continue to go into new markets, what are some of the things that have kind of really surprised you in some of these markets? And then just secondly as a follow-up here, the mild deleverage that you saw in G&A, is that primarily a reflection of investments to help further support the growth as you go into just some newer regions?

Walter Robb

We'll take that first part of the question, first. And then Jim, you want to take that?

James P. Sud

This is Jim Sud here. As far as any surprises in new markets, I would guess it would be that how well we fit into our new markets that we've entered, and that really kind of stems -- the genesis to that goes back to our Oats [ph] acquisition which we acquired stores in smaller markets and markets that we hadn't previously been focused on, which gave us the confidence to look in these smaller markets. And we're very pleased with the reception in these smaller markets.

David Lannon

This is David. Just to give a little more color on that. We just opened last week in Iowa, and we think the entire state of Iowa came to the store. Basically, it did more than double what we expected in the first week. And it's a huge hit, and it's giving -- it's kind of electrifying in the middle of the country that we can go into all these markets that Whole Foods never had gone before, and that's truly exciting.

James P. Sud

So for example, we signed a lease this quarter in Lincoln, Nebraska and Wichita and Tennessee. And these are markets that we wouldn't have been focused on probably 5, 6 years ago. But that confidence is based on the reception in markets like Des Moines and Wilmington and others that we can be successful. And that leads us to our 1,000 store goal in [indiscernible] cities.

David Lannon

One thing we're excited about in Iowa, we think the people in Iowa now know the price of arugula.

Walter Robb

Ken, do you want to add one little more color?

Kenneth J. Meyer

I just want to add the same thought about Wilmington, being thought of as a beach town, but what we're realizing it's a very solid market for us to go into. And it opens the door for us to think about these areas that, in the past, we've never thought of. And so the success there is really powerful. And it's great also going to Greensboro, which is a market for us to -- that we wanted to expand, and it's been great to go in there as well.

David Lannon

And Laguna Niguel for our store in Orange County. A huge hit.

Walter Robb

So when you look at the incredible success in real estate, you've got to let -- Jim, your team has just done an amazing job over the last couple of years. Glenda, do you want to answer the G&A question?

Glenda Jane Flanagan

Sure, Walt. And I'll just to answer it maybe in a little bigger way than you asked it is that, yes, part of what we're seeing there is certainly it takes some G&A to store a lot of the important initiatives that we have going on in the company that are helping to produce the great results that we're seeing here. We also have some impact from noncontrollable expenses or partially noncontrollable that are impacted by our higher stock price, that is stock-based compensation as well as FICA expense on stock option exercises, which is -- it was running high last quarter and ran high again this quarter as well. We've also had a small but incremental impact from some functions in the stores that we have moved to the global office here in Austin over the last few years. But overall, we would like to see leverage in that line item. We're watching it closely. We're focused on it. And we're working to get it.

Operator

As we approach the bottom of the hour, our final question comes from Jason DeRise with UBS.

Jason DeRise - UBS Investment Bank, Research Division

I wanted to ask about the basket size. So obviously, traffic up 7%, I guess around 1% on basket. Is that mainly the pass-through of inflation or is that more items? And then I have a follow-up on that. Just trying to understand your basket size across the different stores' ages.

A. C. Gallo

This is A.C. What we've been seeing is we've been seeing a moderate increase in basket size. A lot of it has come from slightly higher prices. Generally, we've had -- depending on really the market, we've seen -- it's kind of flipped back and forth. We'll see a slight increase in the number of items in the basket and a slight decrease in -- especially as inflation is going down. And then sometimes we'll see some areas will see a little uptick in the average price of the item and baskets relatively flat. But what we really have been focused on and what's been very exciting for us is this pickup in customer count. And the thing you've got to remember is that, and I've seen this through the years, is that we'll go through periods where that ratio changes. Sometimes, our customer count will get really strong, and you've got to realize that when new customers come in, they often don't buy as much as existing customers. So in a time when we have a very strong customer count increase, we'll have a relatively low or flat basket size. And then usually, it will cycle on itself sometime the next year, where we'll see those customers mature and start buying more and that ratio will change. So I've never really worried much about what that ratio is. What I really look at is I'm always more excited when we have a lot more customers coming in. I get nervous when our basket size is going up and our customer count is increasing less. So to me, it's not something that I'd really worry on. We look at it. We analyze it, but it seems to balance itself out over time.

Jason DeRise - UBS Investment Bank, Research Division

And the follow-up on that, I always enjoy the detail by age here on the comps trend. I'm wondering if the basket size as the store gets older as you're saying that they're more familiar with the store and then it increases. You always give that basket average, and I just feel like it's a flow of averages because as you said, the new customers are probably coming in and buying a few items, maybe the prepared foods, and then the more established customers have more of the $50-plus basket. I'm wondering how that looks like over time.

A. C. Gallo

Well, it is true that our -- the newer store, when we open up a new store like the ones we just opened up in Des Moines, the average basket is often -- it's lower. A lot of new customers. And we get -- as our stores mature more and we get stores that have been in markets for 10, 15, 20 years, often have some of the highest basket counts in our company. It does work that way. And it's just a natural progression as people shop with us longer.

Jason DeRise - UBS Investment Bank, Research Division

Could you share that range of like maybe put some numbers on that basket, if you have it in front of you?

A. C. Gallo

No, I don't have that information in front of me right now.

Walter Robb

Okay, great. Thanks for the questions. And before we close, one last bit of color from Ken. I know you wanted to share about what's happening across the pond.

Kenneth J. Meyer

Yes. We just opened -- relocated the Soho store to Piccadilly, and the exciting thing about that is it's the right size for us to grow in London. That size is perfect, and we now have our Whole Foods Market programs in that store, which is very reflective of what we've done in the States. The response has been incredible by the customers, and it's a huge jump-start for the U.K., and the team member base is incredibly excited about that. So we're really, really excited about this change and this opportunity for us to open up great doors for us for growth in that market.

Walter Robb

The next store, Ken?

Kenneth J. Meyer

The next store is Cheltenham, and we're opening that in October. So we're very excited about that opening.

Walter Robb

So you're practicing your British accent?

Kenneth J. Meyer

Yes, I'm working on my British accent. Cheers!

Walter Robb

Okay. Everybody, thanks a lot for listening in. Please join us in early November for our fourth quarter earnings call. The transcript of the scripted portion of this call along with the recording of the call is available now on our website. Take care, everybody.

Operator

This concludes today's program. We do appreciate your participation. You may disconnect at any time. Have a great day.

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