Whole Foods Market Reports FY09 Q1 Results

Whole Foods Market, Inc., today reported results for the 16-week first quarter ended January 18, 2009. Sales for the quarter were $2.5 billion, in line with the prior year. Excluding $15.6 million of sales in the prior year from 13 subsequently closed Wild Oats stores, sales increased 1%. Comparable store sales decreased 4.0% versus a 9.3% increase in the prior year. Identical store sales, excluding eight relocated stores and three major expansions, decreased 4.9% versus a 7.1% increase in the prior year. Excluding the negative impact of foreign currency translation, comparable store sales decreased 3.4%, and identical store sales decreased 4.2%.

For the quarter, earnings before interest, taxes, depreciation and amortization ("EBITDA") were $147.8 million, and earnings before interest, taxes, depreciation and other non-cash expenses ("EBITANCE") were $166.1 million. Approximately $99.1 million relating to depreciation and amortization, share-based payments, LIFO and deferred rent was expensed for accounting purposes but was non-cash. For the quarter, income available to common shareholders was $27.8 million, and diluted earnings per share were $0.20. These results included $11.0 million, or $0.05 per diluted share, in legal costs related to the Federal Trade Commission ("FTC") lawsuit.

During the quarter, the Company produced $142.1 million in cash flow from operations and invested $110.3 million in capital expenditures, of which $82.1 million related to new stores. In addition, the Company paid a cash dividend to preferred stockholders of $2.8 million. Cash and cash equivalents increased to $272.6 million, and total debt was $748.4 million. During the quarter, the Company received $413.1 million net of closing costs from the Series A Preferred Stock investment and paid down $195.0 million on its credit line, net of borrowings. Currently, the Company has approximately $260.6 million available on its credit line, net of $89.4 million in outstanding letters of credit. The Company continues to be in compliance with all applicable covenants in its credit agreements.

"The difficult strategic decisions we made last August to contain costs and cut capital spending are helping us successfully manage through this challenging economic environment," said John Mackey, chairman, chief executive officer, and co-founder of Whole Foods Market. "Despite flat sales in the first quarter, our EBITDA was approximately equal to last year; we produced strong cash flow from operations, and we generated $31.8 million of positive free cash flow. We are demonstrating we can operationally adjust to lower sales volumes and believe that this flexibility, combined with our improved balance sheet, will enable us to emerge stronger and better positioned over the long term."

The Company is no longer breaking out the results of the acquired Wild Oats stores from the results of its core business. The continuing Wild Oats stores were included in the Company's comparable and identical store base for the entire first quarter of the current and prior year. Historical results include the acquired Wild Oats stores as of the last four weeks of fiscal year 2007.

The Company's average results for the last five fiscal years and quarterly results for the last five fiscal quarters are shown in the following table. Where applicable, percentages have been adjusted to exclude FTC-related legal costs, Hurricane Katrina charges and credits, and share-based payments expense related to the Company's September 2005 accelerated vesting of stock options.

Due to seasonality, the Company's gross margin is typically lower in the first quarter than in the remaining three quarters of the year, averaging 34.0% in the first quarter for the past five years. For the quarter, gross profit decreased 28 basis points to 33.4% of sales. The LIFO charge was $3.6 million versus $2.6 million in the prior year. Direct store expenses increased 29 basis points to 26.5% of sales. As a result, store contribution decreased 57 basis points to 6.8% of sales.

For stores in the identical store base, gross profit decreased 21 basis points from the prior year to 33.6% of sales due primarily to higher occupancy costs, including an increase in property taxes and rent as a percentage of sales. Direct store expenses improved 13 basis points from the prior year to 26.0% of sales due primarily to leverage in wages and certain other direct store expenses that more than offset increases in workers' compensation, healthcare and depreciation as a percentage of sales. As a result, store contribution decreased eight basis points to 7.6% of sales.

G&A expenses, excluding $11.0 million in FTC-related legal costs, improved 66 basis points to 2.9% of sales primarily due to the elimination of G&A expenses at the former Wild Oats home office in Boulder, along with the cost-containment measures implemented at the Company's global and regional offices.

In the first quarter, the Company opened five stores, including two relocations. So far in the second quarter, the Company has closed one Wild Oats store in Albuquerque, NM. The Company currently has 278 stores totaling 10.1 million square feet. The Company recently signed one new lease for a 45,000-square-foot store in Burlington, VT currently scheduled to open after fiscal year 2010.

In the second quarter, the Company announced the split of its North Atlantic region into two regions - the North Atlantic region, consisting of all stores and facilities in Maine through Central Connecticut, and the new U.K. region, consisting of four acquired Fresh & Wild stores, which were recently rebranded, and the Kensington store in London.

"We believe there is great growth potential in the U.K., and we are taking proactive steps to improve our operations there," said Mr. Mackey. "Our overall operating cash flow in the U.K. on a currency-adjusted basis improved to negative $1.7 million in the first quarter from negative $3.3 million in the first quarter last year, and we believe that dedicated and focused executive leadership will drive further improvements in our financial performance, resulting in strong returns over the longer term."

On January 28, 2009, to allow both sides to negotiate a possible settlement, the FTC agreed to suspend its antitrust review of the consummated Wild Oats merger through February 5, 2009. On February 4, 2009 the Commission extended the withdrawal of this matter from adjudication through March 6, 2009. The Company looks forward to continuing constructive dialogue with the FTC to find a mutually agreeable resolution to this matter. The Company is not able to make any further comments at this time.
Assumptions for Fiscal Year 2009

The uncertain and rapidly changing economic environment makes it highly difficult to forecast future results. Therefore the Company has not given comparable store sales growth guidance for fiscal year 2009. The Company has, however, provided base-case assumptions using flat comparable store sales, which translate to sales of approximately $8.3 billion driven by the opening of 15 new stores, seven of which are relocations.

The Company notes that year-over-year sales comparisons are difficult in the first half of the year and become less difficult on a quarterly basis throughout the year. For the first four weeks of the second quarter ended February 15, 2009, comparable store sales decreased 4.5%, and identical store sales decreased 5.4%. Excluding the negative impact of foreign currency translation, comparable store sales decreased 3.8%, and identical store sales decreased 4.7%. These results are in line with the Company's average results for the last 11 weeks of the first quarter following the Company's fourth quarter earnings release.

The Company has opened five stores year to date. Three stores, including one relocation, are expected to open in the second quarter, and seven stores, including four relocations, are expected to open in the second half of the fiscal year.

The Company expects G&A expenses of approximately 3.1% of sales excluding FTC-related legal costs, or approximately 3.4% of sales including FTC-related legal costs. The Company previously estimated FTC-related legal costs of $15 million to $20 million for fiscal year 2009. The Company incurred costs of $11.0 million in the first quarter and expects to incur additional costs in the second quarter. As the Company is currently in settlement talks with the FTC, and the impact of these discussions on costs is unknown, the Company is not prepared to adjust its estimates at this time.

The Company expects total pre-opening and relocation costs in the range of $55 million to $60 million. Approximately half of this amount relates to pre-opening rent.

The Company expects net interest expense in the range of $35 million to $40 million for the year.

The Company expects an annualized effective tax rate in the range of 41% to 42%.

The Company now expects capital expenditures in the range of $350 million to $400 million for the fiscal year.

Based on these assumptions and using flat comparable store sales growth, the Company estimates EBITDA would be in the range of $525 million to $545 million, with EBITANCE in the range of $580 million to $605 million for fiscal year 2009. The Company estimates diluted earnings per share would be in the range of $0.71 to $0.76, including approximately $0.06 to $0.08 in estimated dilution from FTC-related legal costs and approximately $0.17 in dilution from the Series A Preferred Stock.

"With fewer than 300 stores today, we remain very bullish on our long-term growth prospects, as demand for natural and organic products continues to grow and as our company continues to evolve," said Mr. Mackey. "We are committed to producing positive free cash flow and are confident we will produce operating cash flow in excess of the capital expenditures needed to open the 68 stores in our development pipeline over the next five years."

About Whole Foods Market
Founded in 1980 in Austin, Texas, Whole Foods Market ( www.wholefoodsmarket.com) is the world's leading natural and organic foods supermarket and America's first national certified organic grocer. In fiscal year 2008, the Company had sales of approximately $8 billion and currently has 278 stores in the United States, Canada, and the United Kingdom. Whole Foods Market employs more than 53,000 Team Members and has been ranked for 12 consecutive years as one of the "100 Best Companies to Work For" in America by Fortune magazine.

Forward-looking statements
The following constitutes a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, which could cause our actual results to differ materially from those described in the forward-looking statements. These risks include but are not limited to general business conditions, the successful integration of acquired businesses into our operations, changes in overall economic conditions that impact consumer spending, including fuel prices and housing market trends, the impact of competition, changes in the Company's access to available capital, the successful resolution of ongoing FTC matters, and other risks detailed from time to time in the SEC reports of Whole Foods Market, including Whole Foods Market's report on Form 10-K for the fiscal year ended September 28, 2008. Whole Foods Market undertakes no obligation to update forward-looking statements.

The Company will host a conference call today to discuss this earnings announcement at 4:00 p.m. CT. The dial-in number is 1-800-862-9098, and the conference ID is "Whole Foods." A simultaneous audio webcast will be available at www.wholefoodsmarket.com.

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