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Sprouts Farmers Market, Inc. - Quarter Report: 2022 April (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended April 3, 2022

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number: 001-36029

img143167736_0.jpg 

Sprouts Farmers Market, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

32-0331600

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

5455 East High Street, Suite 111

Phoenix, Arizona 85054

(Address of principal executive offices and zip code)

(480) 814-8016

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

Name of Each Exchange on Which Registered

 

Common Stock, $0.001 par value

SFM

NASDAQ Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of May 2, 2022, the registrant had 109,622,826 shares of common stock, $0.001 par value per share, outstanding.

 


 

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED APRIL 3, 2022

TABLE OF CONTENTS

 

 

Page

PART I - FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements.

4

 

 

 

 

Consolidated Balance Sheets as of April 3, 2022 (unaudited) and January 2, 2022

4

 

 

 

 

Consolidated Statements of Income for the thirteen weeks ended April 3, 2022 and April 4, 2021 (unaudited)

5

 

 

 

 

Consolidated Statements of Comprehensive Income for the thirteen weeks ended April 3, 2022 and April 4, 2021 (unaudited)

6

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the thirteen weeks ended April 3, 2022 and April 4, 2021 (unaudited)

7

 

 

 

 

Consolidated Statements of Cash Flows for the thirteen weeks ended April 3, 2022 and April 4, 2021 (unaudited)

8

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

9

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

21

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

31

 

 

Item 4. Controls and Procedures.

31

 

 

PART II - OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings.

32

 

 

Item 1A. Risk Factors.

32

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

33

 

 

Item 6. Exhibits.

34

 

 

Signatures

35

 

 


 

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” that involve substantial risks and uncertainties. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the “Exchange Act”), including, but not limited to, statements regarding our expectations, beliefs, intentions, strategies, future operations, future financial position, future revenue, projected expenses, and plans and objectives of management. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and involve known risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievement to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended January 2, 2022, and our other filings with the Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to the “Company,” “Sprouts,” “Sprouts Farmers Market,” “we,” “us” and “our” refer to Sprouts Farmers Market, Inc. and, where appropriate, its subsidiaries.

 

 

 


 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

 

 

April 3, 2022

 

 

January 2, 2022

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

324,301

 

 

$

245,287

 

Accounts receivable, net

 

 

13,675

 

 

 

21,574

 

Inventories

 

 

272,178

 

 

 

265,387

 

Prepaid expenses and other current assets

 

 

30,556

 

 

 

35,468

 

Total current assets

 

 

640,710

 

 

 

567,716

 

Property and equipment, net of accumulated depreciation

 

 

701,102

 

 

 

716,029

 

Operating lease assets, net

 

 

1,086,008

 

 

 

1,072,019

 

Intangible assets, net of accumulated amortization

 

 

184,960

 

 

 

184,960

 

Goodwill

 

 

368,878

 

 

 

368,878

 

Other assets

 

 

16,096

 

 

 

13,513

 

Total assets

 

$

2,997,754

 

 

$

2,923,115

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

165,703

 

 

$

145,901

 

Accrued liabilities

 

 

143,462

 

 

 

155,996

 

Accrued salaries and benefits

 

 

44,637

 

 

 

58,743

 

Accrued income tax

 

 

15,275

 

 

 

 

Current portion of operating lease liabilities

 

 

153,500

 

 

 

151,755

 

Current portion of finance lease liabilities

 

 

1,116

 

 

 

1,078

 

Total current liabilities

 

 

523,693

 

 

 

513,473

 

Long-term operating lease liabilities

 

 

1,106,716

 

 

 

1,095,909

 

Long-term debt and finance lease liabilities

 

 

259,442

 

 

 

259,656

 

Other long-term liabilities

 

 

35,743

 

 

 

36,306

 

Deferred income tax liability

 

 

60,186

 

 

 

57,895

 

Total liabilities

 

 

1,985,780

 

 

 

1,963,239

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Undesignated preferred stock; $0.001 par value; 10,000,000 shares
   authorized,
no shares issued and outstanding

 

 

 

 

 

 

Common stock, $0.001 par value; 200,000,000 shares authorized,
   
110,243,288 shares issued and outstanding, April 3, 2022;
   
111,114,374 shares issued and outstanding, January 2, 2022

 

 

110

 

 

 

111

 

Additional paid-in capital

 

 

711,712

 

 

 

704,701

 

Accumulated other comprehensive loss

 

 

(1,263

)

 

 

(3,758

)

Retained earnings

 

 

301,415

 

 

 

258,822

 

Total stockholders’ equity

 

 

1,011,974

 

 

 

959,876

 

Total liabilities and stockholders’ equity

 

$

2,997,754

 

 

$

2,923,115

 

 

The accompanying notes are an integral part of these consolidated financial statements.

4


 

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Net sales

 

$

1,641,161

 

 

$

1,575,447

 

Cost of sales

 

 

1,029,413

 

 

 

989,273

 

Gross profit

 

 

611,748

 

 

 

586,174

 

Selling, general and administrative expenses

 

 

459,910

 

 

 

439,662

 

Depreciation and amortization (exclusive
   of depreciation included in cost of
   sales)

 

 

31,820

 

 

 

31,229

 

Store closure and other costs, net

 

 

377

 

 

 

2,048

 

Income from operations

 

 

119,641

 

 

 

113,235

 

Interest expense, net

 

 

3,039

 

 

 

2,991

 

Income before income taxes

 

 

116,602

 

 

 

110,244

 

Income tax provision

 

 

28,295

 

 

 

27,196

 

Net income

 

$

88,307

 

 

$

83,048

 

Net income per share:

 

 

 

 

 

 

Basic

 

$

0.80

 

 

$

0.70

 

Diluted

 

$

0.79

 

 

$

0.70

 

Weighted average shares outstanding:

 

 

 

 

 

 

Basic

 

 

110,903

 

 

 

118,044

 

Diluted

 

 

111,833

 

 

 

118,607

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5


 

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN THOUSANDS)

 

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Net income

 

$

88,307

 

 

$

83,048

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

Unrealized gains (losses) on cash flow
   hedging activities, net of income tax of
    $
1,240 and $800

 

 

3,586

 

 

 

2,314

 

Reclassification of net gains (losses) on
   cash flow hedges to net income, net
   of income tax of ($
377) and ($370)

 

 

(1,091

)

 

 

(1,070

)

Total other comprehensive income (loss)

 

 

2,495

 

 

 

1,244

 

 

 

 

 

 

 

 

Comprehensive income

 

$

90,802

 

 

$

84,292

 

 

The accompanying notes are an integral part of these consolidated financial statements.

6


 

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

 

For the thirteen weeks ended April 3, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Common
Stock

 

 

Additional
Paid In
Capital

 

 

Retained
Earnings

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
Stockholders’
Equity

 

Balances at January 2, 2022

 

 

111,114,374

 

 

$

111

 

 

$

704,701

 

 

$

258,822

 

 

$

(3,758

)

 

$

959,876

 

Net income

 

 

 

 

 

 

 

 

 

 

 

88,307

 

 

 

 

 

 

88,307

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,495

 

 

 

2,495

 

Issuance of shares under stock plans

 

 

610,101

 

 

 

 

 

 

2,555

 

 

 

 

 

 

 

 

 

2,555

 

Repurchase and retirement of common stock

 

 

(1,481,187

)

 

 

(1

)

 

 

 

 

 

(45,714

)

 

 

 

 

 

(45,715

)

Share-based compensation

 

 

 

 

 

 

 

 

4,456

 

 

 

 

 

 

 

 

 

4,456

 

Balances at April 3, 2022

 

 

110,243,288

 

 

$

110

 

 

$

711,712

 

 

$

301,415

 

 

$

(1,263

)

 

$

1,011,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the thirteen weeks ended April 4, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Common
Stock

 

 

Additional
Paid In
Capital

 

 

Retained
Earnings

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
Stockholders’
Equity

 

Balances at January 3, 2021

 

 

117,953,435

 

 

$

118

 

 

$

686,648

 

 

$

203,001

 

 

$

(8,474

)

 

$

881,293

 

Net income

 

 

 

 

 

 

 

 

 

 

 

83,048

 

 

 

 

 

 

83,048

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,244

 

 

 

1,244

 

Issuance of shares under stock plans

 

 

371,109

 

 

 

 

 

 

881

 

 

 

 

 

 

 

 

 

881

 

Repurchase and retirement of common stock

 

 

(129,968

)

 

 

 

 

 

 

 

 

(3,209

)

 

 

 

 

 

(3,209

)

Share-based compensation

 

 

 

 

 

 

 

 

3,613

 

 

 

 

 

 

 

 

 

3,613

 

Balances at April 4, 2021

 

 

118,194,576

 

 

$

118

 

 

$

691,142

 

 

$

282,840

 

 

$

(7,230

)

 

$

966,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

7


 

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Operating activities

 

 

 

 

 

 

Net income

 

$

88,307

 

 

$

83,048

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization expense

 

 

32,720

 

 

 

31,841

 

Operating lease asset amortization

 

 

28,043

 

 

 

25,816

 

Store closure and other costs, net

 

 

171

 

 

 

 

Share-based compensation

 

 

4,456

 

 

 

3,613

 

Deferred income taxes

 

 

2,291

 

 

 

2,757

 

Other non-cash items

 

 

313

 

 

 

207

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

9,770

 

 

 

8,795

 

Inventories

 

 

(6,790

)

 

 

(16,733

)

Prepaid expenses and other current assets

 

 

3,613

 

 

 

(7,747

)

Other assets

 

 

1,757

 

 

 

(1,078

)

Accounts payable

 

 

27,645

 

 

 

27,004

 

Accrued liabilities

 

 

(6,857

)

 

 

(10,568

)

Accrued salaries and benefits

 

 

(14,106

)

 

 

(32,959

)

Accrued income tax

 

 

15,275

 

 

 

16,251

 

Operating lease liabilities

 

 

(32,180

)

 

 

(28,719

)

Other long-term liabilities

 

 

(1,399

)

 

 

3,910

 

Cash flows from operating activities

 

 

153,029

 

 

 

105,438

 

Investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(27,227

)

 

 

(16,605

)

Cash flows used in investing activities

 

 

(27,227

)

 

 

(16,605

)

Financing activities

 

 

 

 

 

 

Payments on finance lease liabilities

 

 

(176

)

 

 

(163

)

Payments of deferred financing costs

 

 

(3,373

)

 

 

 

Repurchase of common stock

 

 

(45,715

)

 

 

(3,209

)

Proceeds from exercise of stock options

 

 

2,555

 

 

 

881

 

Cash flows used in financing activities

 

 

(46,709

)

 

 

(2,491

)

Increase in cash, cash equivalents, and restricted cash

 

 

79,093

 

 

 

86,342

 

Cash, cash equivalents, and restricted cash at beginning of the period

 

 

247,004

 

 

 

171,441

 

Cash, cash equivalents, and restricted cash at the end of the period

 

$

326,097

 

 

$

257,783

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

3,044

 

 

$

2,974

 

Cash refunded for income taxes

 

 

(46

)

 

 

(226

)

Leased assets obtained in exchange for new operating lease liabilities

 

 

42,176

 

 

 

23,863

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

 

Property and equipment in accounts payable and accrued liabilities

 

$

15,666

 

 

$

6,532

 

 

The accompanying notes are an integral part of these consolidated financial statements.

8


 

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

Sprouts Farmers Market, Inc., a Delaware corporation, through its subsidiaries, operates as a healthy grocery store that offers a unique grocery experience featuring an open layout with fresh produce at the heart of the store. The Company continues to bring the latest in wholesome, innovative products made with lifestyle-friendly ingredients such as organic, plant-based and gluten-free. As of April 3, 2022, the Company operated 379 stores in 23 states. The “Company” is used to refer collectively to Sprouts Farmers Market, Inc. and unless the context otherwise requires, its subsidiaries.

The accompanying unaudited consolidated financial statements include the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The information included in these consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended January 2, 2022 (“fiscal year 2021”) included in the Company’s Annual Report on Form 10-K, filed on February 24, 2022.

The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.

The Company reports its results of operations on a 52- or 53-week fiscal calendar ending on the Sunday closest to December 31. The fiscal year ending January 1, 2023 (“fiscal year 2022”) and fiscal year 2021 are 52-week years. The Company reports its results of operations on a 13-week quarter, except for 53-week fiscal years (in which the fourth quarter has 14 weeks).

All dollar amounts are in thousands, unless otherwise noted.

 

 

9


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

2. Summary of Significant Accounting Policies

Revenue Recognition

The Company’s performance obligations are satisfied upon the transfer of goods to the customer, which occurs at the point of sale, and payment from customers is also due at the time of sale. Proceeds from the sale of gift cards are recorded as a liability at the time of sale and recognized as sales when they are redeemed by the customer and the performance obligation is satisfied by the Company. The Company’s gift cards do not expire. Based on historical redemption rates, a small and relatively stable percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is recognized over time in proportion to actual gift card redemptions and was not material in any period presented.

 

 

 

Balance at
January 2, 2022

 

 

Gift Cards Issued During
Current Period but Not
Redeemed
(1)

 

 

Revenue Recognized from
Beginning Liability

 

 

Balance at
April 3, 2022

 

Gift card liability, net

 

$

12,586

 

 

$

1,192

 

 

$

(3,276

)

 

$

10,502

 

(1) net of estimated breakage

The Company does not have any material contract assets or receivables from contracts with customers, any revenue recognized in the current period from performance obligations satisfied in previous periods, or any remaining performance obligations as of April 3, 2022.

Restricted Cash

Restricted cash relates to defined benefit plan forfeitures as well as healthcare, general liability and workers’ compensation restricted funds of approximately $1.8 million and $1.7 million as of April 3, 2022 and January 2, 2022, respectively. These balances are included in prepaid expenses and other current assets in the consolidated balance sheets.

Recently Adopted Accounting Pronouncements

Reference Rate Reform

In March 2020 and January 2021, the FASB issued ASU no. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU 2021-01, “Reference Rate Reform (Topic 848): Scope,” respectively. The amendments in these updates provide optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. In the thirteen weeks ended April 3, 2022, the Company adopted certain optional expedients provided under Topic 848 that permit its hedging relationships to continue without de-designation upon changes due to reference rate reform. The adoption of this guidance resulted in no material impact to the Company’s consolidated financial statements. See Note 9, “Derivative Financial Instruments” for more information on our hedging activities. The optional expedients and accounting relief in Topic 848 remain effective through December 31, 2022.

Recently Issued Accounting Pronouncements Not Yet Adopted

No other new accounting pronouncements issued or effective during the thirteen weeks ended April 3, 2022 had, or are expected to have, a material impact on the Company’s consolidated financial statements.

 

10


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

3. Fair Value Measurements

The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in the valuation of derivative instruments, impairment analysis of goodwill, intangible assets and long-lived assets.

The following tables present the fair value hierarchy for the Company’s financial liabilities measured at fair value on a recurring basis as of April 3, 2022 and January 2, 2022:

 

April 3, 2022

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Long-term debt

 

$

 

 

$

250,000

 

 

$

 

 

$

250,000

 

Interest rate swap liability

 

 

 

 

 

1,771

 

 

 

 

 

 

1,771

 

Total financial liabilities

 

$

 

 

$

251,771

 

 

$

 

 

$

251,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 2, 2022

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Long-term debt

 

$

 

 

$

250,000

 

 

$

 

 

$

250,000

 

Interest rate swap liability

 

 

 

 

 

5,107

 

 

 

 

 

 

5,107

 

Total financial liabilities

 

$

 

 

$

255,107

 

 

$

 

 

$

255,107

 

 

The Company’s interest rate swaps are considered Level 2 in the hierarchy and are valued using an income approach. Expected future cash flows are converted to a present value amount based on market expectations of the yield curve on floating interest rates, which is readily available on public markets.

The determination of fair values of certain tangible and intangible assets for purposes of the Company’s goodwill impairment evaluation as described above is based upon Level 3 inputs. The weighted average cost of capital is estimated using information from comparable companies and management’s judgment related to the risk associated with the operations of the stores.

Cash, cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and accrued salaries and benefits approximate fair value because of the short maturity of those instruments. Based on comparable open market transactions, the fair value of the long-term debt approximated carrying value as of April 3, 2022 and January 2, 2022.

4. Long-Term Debt and Finance Lease Liabilities

A summary of long-term debt and finance lease liabilities is as follows:

 

 

 

 

 

 

 

As of

 

Facility

 

Maturity

 

Interest Rate

 

April 3, 2022

 

 

January 2, 2022

 

Senior secured debt

 

 

 

 

 

 

 

 

 

 

$700.0 million Credit Agreement

 

March 25, 2027

 

Variable

 

$

250,000

 

 

$

 

Former Credit Facility

 

March 27, 2023

 

Variable

 

 

 

 

 

250,000

 

Finance lease liabilities

 

Various

 

n/a

 

 

9,442

 

 

 

9,656

 

Long-term debt and finance lease liabilities

 

 

 

 

 

$

259,442

 

 

$

259,656

 

 

11


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

New Credit Agreement

The Company’s subsidiary, Sprouts Farmers Markets Holdings, LLC (“Intermediate Holdings”), is the borrower under a credit agreement entered into on March 25, 2022 (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility (the "Revolving Credit Facility") with an initial aggregate commitment of $700.0 million. Amounts outstanding under the Credit Agreement may be increased from time to time in accordance with an expansion feature set forth in the Credit Agreement.

The Company capitalized debt issuance costs of $3.4 million related to the Credit Agreement, which, combined with the remaining $0.5 million debt issuance costs in respect of that certain amended and restated credit agreement entered into on March 27, 2018, by and among the Company, Intermediate Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Former Credit Facility”), which remained outstanding as of the time of Intermediate Holdings’ entry into the Credit Agreement, are being amortized on a straight-line basis to interest expense over the five-year term of the Credit Agreement.

The Credit Agreement provides for a $70.0 million letter of credit sub-facility (the "Letter of Credit Sub-Facility") and a $50.0 million swingline facility. Letters of credit issued under the Credit Agreement reduce the capacity of Intermediate Holdings to borrow under the Revolving Credit Facility. Letters of credit totaling $24.8 million have been issued under the Letter of Credit Sub-Facility, primarily to support the Company’s insurance programs.

Guarantees

Obligations under the Credit Agreement are guaranteed by the Company and substantially all of its existing and future wholly-owned material domestic subsidiaries, and are secured by first-priority security interests in substantially all of the assets of the Company, Intermediate Holdings, and the subsidiary guarantors, including, without limitation, a pledge by the Company of its equity interest in Intermediate Holdings.

Interest and Fees

Loans under the Credit Agreement will initially bear interest, at the Company's option, either at the Term SOFR (with a floor of 0.00%) plus a 0.10% SOFR adjustment and 1.00% per annum or base rate (with a floor of 0.00%) plus 0.00% per annum. The interest rate margins are subject to upward adjustments pursuant to a pricing grid based on the Company’s total net leverage ratio as set forth in the Credit Agreement and to upward or downward adjustments of up to 0.05% based upon the achievement of certain diversity and sustainability-linked metric thresholds, as set forth in the Credit Agreement.

Under the terms of the Credit Agreement, the Company is obligated to pay a commitment fee on the available unused amount of the commitments, which commitment fee ranges between 0.10% to 0.225% per annum, pursuant to a pricing grid based on the Company’s total net leverage ratio. The commitment fees are subject to upward or downward adjustments of up to 0.01% based upon the achievement of certain diversity and sustainability-linked metric thresholds, as set forth in the Credit Agreement.

As of April 3, 2022, loans outstanding under the Credit Agreement bore interest at Term SOFR (as defined in the Credit Agreement) plus a 0.10% SOFR adjustment and 1.00% per annum or prime plus 0.00%.

The effective interest rate on 100% of outstanding debt under the Credit Agreement is fixed, reflecting the effects of floating to fixed interest rate swaps (see Note 9, “Derivative Financial Instruments”).

As of April 3, 2022, outstanding letters of credit issued under the Credit Agreement were subject to a participation fee of 1.00% per annum and an issuance fee of 0.125% per annum.

12


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Payments and Borrowings

The Credit Agreement is scheduled to mature, and the commitments thereunder will terminate on March 25, 2027, subject to extensions as set forth therein.

The Company may prepay loans and permanently reduce commitments under the Credit Agreement at any time in agreed-upon minimum principal amounts, without premium or penalty (except SOFR breakage costs, if applicable).

In connection with the execution of the Credit Agreement, the obligations as borrower under the Former Credit Facility were prepaid and terminated.

During the thirteen weeks ended April 3, 2022, the Company made no additional borrowings or principal payments, resulting in total outstanding debt under the Credit Agreement of $250.0 million as of April 3, 2022.

Covenants

The Credit Agreement contains financial, affirmative and negative covenants. The negative covenants include, among other things, limitations on the Company’s ability to:

incur additional indebtedness;
grant additional liens;
enter into sale-leaseback transactions;
make loans or investments;
merge, consolidate or enter into acquisitions;
pay dividends or distributions;
enter into transactions with affiliates;
enter into new lines of business;
modify the terms of certain debt or other material agreements; and
change its fiscal year.

Each of these covenants is subject to customary and other agreed-upon exceptions.

In addition, the Credit Agreement requires that the Company and its subsidiaries maintain a maximum total net leverage ratio not to exceed 3.75 to 1.00, which ratio may be increased from time to time in connection with certain permitted acquisitions pursuant to conditions as set forth in the Credit Agreement, and a minimum interest coverage ratio not to be less than 3.00 to 1.00. Each of these covenants is tested as of the last day of each fiscal quarter.

The Company was in compliance with all applicable covenants under the Credit Agreement as of April 3, 2022.

 

 

13


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

5. Income Taxes

The Company’s effective tax rate decreased to 24.3% for the thirteen weeks ended April 3, 2022, compared to 24.7% for the thirteen weeks ended April 4, 2021.The decrease in the effective tax rate is primarily due to an increase in benefit from share-based payment awards in the current period, partially offset by a decrease in enhanced charitable contributions due to the expiration of CARES Act benefits. The income tax effect resulting from excess tax benefits of share-based payment awards were $1.5 million and $0.1 million for the thirteen weeks ended April 3, 2022 and April 4, 2021, respectively.

The Company files income tax returns for federal purposes and in many states. The Company’s tax filings remain subject to examination by applicable tax authorities for a certain length of time, generally three years, following the tax year to which those filings relate. The Company’s U.S. federal income tax returns for the fiscal years ended December 31, 2017 and January 1, 2017, are currently under examination by the Internal Revenue Service.

 

6. Commitments and Contingencies

The Company is exposed to claims and litigation matters arising in the ordinary course of business and uses various methods to resolve these matters that are believed to best serve the interests of the Company’s stakeholders. The Company’s primary contingencies are associated with self-insurance obligations and litigation matters. Self-insurance liabilities require significant judgment and actual claim settlements and associated expenses may differ from the Company’s current provisions for loss.

Proposition 65 Coffee Action

On April 13, 2010, an organization named Council for Education and Research on Toxics (“CERT”) filed a lawsuit in the Superior Court of the State of California, County of Los Angeles, against nearly 80 defendants who manufacture, package, distribute or sell brewed coffee, including the Company. CERT alleged that the defendants failed to provide warnings for their coffee products of exposure to the chemical acrylamide as required under California Health and Safety Code section 25249.5, the California Safe Drinking Water and Toxic Enforcement Act of 1986, better known as Proposition 65. CERT seeks equitable relief, including providing warnings to consumers of coffee products, as well as civil penalties.

The Company, as part of a joint defense group, asserted multiple defenses against the lawsuit. On May 7, 2018, the trial court issued a ruling adverse to defendants on these defenses to liability. On October 1, 2019, before the court tried damages, remedies and attorneys' fees, California’s Office of Environmental Health Hazard Assessment adopted a regulation that exempted “Exposures to listed chemicals in coffee created by and inherent in the processes of roasting coffee beans or brewing coffee” from Proposition 65’s warning requirement. On August 25, 2020, the court granted the defense motion for summary judgment based on the regulation, and the case was dismissed.

On November 20, 2020, CERT filed a notice of appeal to appeal the ruling on the defense motion for summary judgment. The case is currently being briefed, with a decision expected in 2022. At this stage of the proceedings, the Company is unable to predict or reasonably estimate any potential loss or effect on the Company or its operations. Accordingly, no loss contingency was recorded for this matter.

 

14


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

7. Stockholders’ Equity

Share Repurchases

On March 2, 2022, the Company's board of directors authorized a new $600 million share repurchase program for its common stock. The new authorization replaced the Company's then-existing share repurchase authorization of $300 million that was due to expire on March 3, 2024, of which $99.8 million remained available upon its replacement. No further shares may be repurchased under the $300 million authorization. The following table outlines the common stock share repurchase programs authorized by the Company’s board of directors and the related repurchase activity and available authorization as of April 3, 2022.

 

Effective date

 

Expiration date

 

Amount
authorized

 

 

Cost of
repurchases

 

 

Authorization
available

 

March 3, 2021

 

March 2, 2022

 

$

300,000

 

 

$

200,200

 

 

$

 

March 2, 2022

 

December 31, 2024

 

$

600,000

 

 

$

33,858

 

 

$

566,142

 

 

The shares under the Company’s repurchase programs may be purchased on a discretionary basis from time to time through the applicable expiration date, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The board’s authorization of the share repurchase programs does not obligate the Company to acquire any particular amount of common stock, and the repurchase programs may be commenced, suspended, or discontinued at any time.

Share repurchase activity under the Company’s repurchase programs for the periods indicated was as follows (total cost in thousands):

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Number of common shares acquired

 

 

1,481,187

 

 

 

129,968

 

Average price per common share acquired

 

$

30.86

 

 

$

24.69

 

Total cost of common shares acquired

 

$

45,715

 

 

$

3,209

 

 

Shares purchased under the Company’s repurchase programs were subsequently retired and the excess of the repurchase price over par value was charged to retained earnings.

Subsequent to April 3, 2022 and through May 2, 2022, we repurchased an additional 0.6 million shares of common stock for $20.0 million.

 

8. Net Income Per Share

The computation of basic net income per share is based on the number of weighted average shares outstanding during the period. The computation of diluted net income per share includes the dilutive effect of share equivalents consisting of incremental shares deemed outstanding from the assumed exercise of options, assumed vesting of restricted stock units (“RSUs”) and assumed vesting of performance stock awards (“PSAs”). PSAs are included in the computation of diluted net income per share only to the extent that the underlying performance conditions are satisfied prior to the end of the reporting period or would be satisfied if the end of the reporting period were the end of the related performance period, and if the effect would be dilutive.

15


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

A reconciliation of the numerators and denominators of the basic and diluted net income per share calculations is as follows (in thousands, except per share amounts):

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Basic net income per share:

 

 

 

 

 

 

Net income

 

$

88,307

 

 

$

83,048

 

Weighted average shares outstanding

 

 

110,903

 

 

 

118,044

 

Basic net income per share

 

$

0.80

 

 

$

0.70

 

Diluted net income per share:

 

 

 

 

 

 

Net income

 

$

88,307

 

 

$

83,048

 

Weighted average shares outstanding -
   basic

 

 

110,903

 

 

 

118,044

 

Dilutive effect of share-based awards:

 

 

 

 

 

 

Assumed exercise of options to purchase
   shares

 

 

347

 

 

 

139

 

RSUs

 

 

470

 

 

 

404

 

PSAs

 

 

113

 

 

 

20

 

Weighted average shares and
   equivalent shares outstanding

 

 

111,833

 

 

 

118,607

 

Diluted net income per share

 

$

0.79

 

 

$

0.70

 

 

For the thirteen weeks ended April 3, 2022, the Company had 0.2 million options, 0.5 million RSUs, and 0.5 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met. For the thirteen weeks ended April 4, 2021, the Company had 0.6 million options, 0.4 million RSUs, and 0.5 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met.

 

9. Derivative Financial Instruments

The Company entered into an interest rate swap agreement in December 2017 to manage its cash flow associated with variable interest rates. This forward contract has been designated and qualifies as a cash flow hedge, and its change in fair value is recorded as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the forecasted transaction occurs. The forward contract initially consisted of five cash flow hedges, of which one was outstanding at April 3, 2022. To qualify as a hedge, the Company needs to formally document, designate and assess the effectiveness of the transactions that receive hedge accounting.

The notional dollar amount of the one outstanding swap was $250.0 million at April 3, 2022 and January 2, 2022, under which the Company pays a fixed rate and receives a variable rate of interest (cash flow swap). The cash flow swap hedges the change in interest rates on debt related to fluctuations in interest rates and has a length of one year, maturing in 2022. This interest rate swap has been designated and qualifies as a cash flow hedge and has met the requirements to assume zero ineffectiveness. The Company reviews the effectiveness of its hedging instruments on a quarterly basis. During the thirteen weeks ended April 3, 2022, the Company elected to apply certain hedge accounting optional expedients allowed under Topic 848. The expedients allow the Company to continue the method of assessing effectiveness as documented in the original hedge documentation and allows the reference rate on the hypothetical derivative to match the reference rate on the hedging instrument.

16


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

The counterparties to these derivative financial instruments are major financial institutions. The Company evaluates the credit ratings of the financial institutions and believes that credit risk is at an acceptable level. The following table summarizes the fair value of the Company’s derivative instruments designated as hedging instruments:

 

 

 

As of
April 3, 2022

 

 

As of
January 2, 2022

 

 

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

Interest rate swaps

 

Accrued liabilities

 

$

1,771

 

 

Accrued liabilities

 

$

5,107

 

 

The gain or loss on these derivative instruments is recognized in other comprehensive income, net of tax, with the portion related to current period interest payments reclassified to interest expense, net on the consolidated statements of income. The following table summarizes these losses classified on the consolidated statements of income:

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Consolidated Statements of
   Income Classification

 

 

 

 

 

 

Interest expense, net

 

$

1,468

 

 

$

1,440

 

 

 

10. Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (loss) for the thirteen weeks ended April 4, 2021 and April 3, 2022.

 

 

 

Cash Flow
Hedges

 

Balance at January 3, 2021

 

$

(8,474

)

Other comprehensive income (loss), net of tax

 

 

 

Unrealized gains on cash flow hedging activities, net of income tax of $800

 

 

2,314

 

Reclassification of net losses on cash flow hedges to net income, net of income
    tax of ($
370)

 

 

(1,070

)

Total other comprehensive income (loss)

 

 

1,244

 

Balance at April 4, 2021

 

$

(7,230

)

 

 

 

 

Balance at January 2, 2022

 

$

(3,758

)

Other comprehensive income (loss), net of tax

 

 

 

Unrealized gains on cash flow hedging activities, net of income tax of $1,240

 

 

3,586

 

Reclassification of net losses on cash flow hedges to net income, net of income
    tax of ($
377)

 

 

(1,091

)

Total other comprehensive income (loss)

 

 

2,495

 

Balance at April 3, 2022

 

$

(1,263

)

 

Amounts reclassified from accumulated other comprehensive income (loss) are included within interest expense, net on the consolidated statements of income.

 

17


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

11. Segments

The Company has one reportable and one operating segment, healthy grocery stores.

In accordance with ASC 606, the following table represents a disaggregation of revenue for the thirteen weeks ended April 3, 2022 and April 4, 2021.

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Perishables

 

$

952,087

 

 

 

58.0

%

 

$

910,968

 

 

 

57.8

%

Non-Perishables

 

 

689,074

 

 

 

42.0

%

 

 

664,479

 

 

 

42.2

%

Net Sales

 

$

1,641,161

 

 

 

100.0

%

 

$

1,575,447

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company categorizes the varieties of products it sells as perishable and non-perishable. Perishable product categories include produce, meat and meat alternatives, seafood, deli, bakery, floral and dairy and dairy alternatives. Non-perishable product categories include grocery, vitamins and supplements, bulk items, frozen foods, beer and wine, and natural health and body care.

 

12. Share-Based Compensation

2013 Incentive Plan

The Company’s board of directors adopted, and its equity holders approved, the Sprouts Farmers Market, Inc. 2013 Incentive Plan (the “2013 Incentive Plan”). The 2013 Incentive Plan became effective July 31, 2013 in connection with the Company’s initial public offering. The 2013 Incentive Plan serves as the umbrella plan for the Company’s share-based and cash-based incentive compensation programs for its directors, officers and other team members. Awards granted under these plans include stock options, RSUs, PSAs, and RSAs. On May 1, 2015, the Company’s stockholders approved the material terms of the performance goals under the 2013 Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code as then in effect.

Awards Granted

During the thirteen weeks ended April 3, 2022, the Company granted the following share-based compensation awards under the 2013 Incentive Plan:

 

Grant Date

 

RSUs

 

 

PSAs

 

 

Options

 

March 15, 2022

 

 

370,177

 

 

 

147,846

 

 

 

211,352

 

March 21, 2022

 

 

104,913

 

 

 

14,260

 

 

 

20,270

 

Total

 

 

475,090

 

 

 

162,106

 

 

 

231,622

 

Weighted-average grant date fair value

 

$

31.60

 

 

$

31.52

 

 

$

10.58

 

Weighted-average exercise price

 

 

 

 

 

 

 

$

31.52

 

 

The aggregate number of shares of common stock that may be issued to team members and directors under the 2013 Incentive Plan may not exceed 10,089,072. Shares subject to awards granted under the 2013 Incentive Plan which are subsequently forfeited, expire unexercised or are otherwise not issued will not be treated as having been issued for purposes of the share limitation. As of April 3, 2022, there were 3,037,733 stock awards outstanding and 2,756,557 shares remaining available for issuance under the 2013 Incentive Plan.

Stock Options

The Company uses the Black-Scholes option pricing model to estimate the fair value of options at grant date. Options vest in accordance with the terms set forth in the grant letter.

Time-based options vest annually over a period of three years.

18


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

RSUs

The fair value of RSUs is based on the closing price of the Company’s common stock on the grant date. RSUs generally vest annually over a period of two or three years from the grant date.

PSAs

PSAs granted in 2018 were subject to the Company achieving certain earnings before interest and taxes (“EBIT”) performance targets for the 2020 fiscal year. The criteria was based on a range of performance targets in which grantees may earn 0% to 200% of the base number of awards granted. The performance conditions with respect to fiscal year 2020 EBIT were deemed to have been met, and the PSAs vested at the maximum pay out level on the third anniversary of the grant date (March 2021). There were no outstanding 2018 PSAs as of April 3, 2022.

PSAs granted in 2019 are subject to the Company achieving certain EBIT performance targets for the 2021 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0% to 200% of the base number of awards granted. The performance conditions with respect to fiscal year 2021 EBIT were deemed to have been met, and the PSAs vested at the maximum pay out level on the third anniversary of the grant date (March 2022). During the thirteen weeks ended April 3, 2022, 208,172 of the 2019 PSAs vested. There were no outstanding 2019 PSAs as of April 3, 2022.

PSAs granted in 2020 are subject to the Company achieving certain earnings before taxes (“EBT”) performance targets for the 2022 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0% to 200% of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2023).

PSAs granted in 2021 are subject to the Company achieving certain EBIT performance targets for the 2023 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0% to 200% of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2024).

PSAs granted in 2022 are subject to the Company achieving certain EBIT performance targets for the 2024 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0% to 200% of the base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant date (March 2025).

Share-based Compensation Expense

The Company presents share-based compensation expense in selling, general and administrative expenses on the Company’s consolidated statements of income. The amount recognized was as follows:

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Share-based compensation expense

 

$

4,456

 

 

$

3,613

 

 

The following share-based awards were outstanding as of April 3, 2022 and April 4, 2021:

 

 

 

As of

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

 

(in thousands)

 

Options

 

 

 

 

 

 

Vested

 

 

376

 

 

 

314

 

Unvested

 

 

1,088

 

 

 

1,304

 

RSUs

 

 

1,083

 

 

 

944

 

PSAs

 

 

491

 

 

 

478

 

 

19


SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

As of April 3, 2022, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards was as follows:

 

 

 

Unrecognized
compensation
expense

 

 

Remaining
weighted
average
recognition
period

 

Options

 

$

5,566

 

 

 

1.6

 

RSUs

 

 

24,828

 

 

 

2.0

 

PSAs

 

 

9,018

 

 

 

1.9

 

Total unrecognized compensation expense at April 3, 2022

 

$

39,412

 

 

 

 

 

During the thirteen weeks ended April 3, 2022 and April 4, 2021, the Company received $2.6 million and $0.9 million, respectively, in cash proceeds from the exercise of options.

20


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the 2021 fiscal year, filed on February 24, 2022 (“Form 10-K”) with the Securities and Exchange Commission. All dollar amounts included below are in thousands, unless otherwise noted.

Business Overview

Sprouts Farmers Market offers a unique grocery experience featuring an open layout with fresh produce at the heart of the store. Sprouts inspires wellness naturally with a carefully curated assortment of better-for-you products paired with purpose-driven people. We continue to bring the latest in wholesome, innovative products made with lifestyle-friendly ingredients such as organic, plant-based and gluten-free. Headquartered in Phoenix with 379 stores in 23 states as of April 3, 2022, we are one of the largest and fastest growing specialty retailers of fresh, natural and organic food in the United States.

Our Heritage

In 2002, we opened the first Sprouts Farmers Market store in Chandler, Arizona. From our founding in 2002, we have grown rapidly, significantly increasing our sales, store count and profitability, including successfully rebranding 43 Henry’s Farmers Market and 39 Sunflower Farmers Market stores added in 2011 and 2012, respectively, through acquisitions to the Sprouts banner. These three businesses all trace their lineage back to Henry’s Farmers Market and were built with similar store formats and operations including a strong emphasis on value, produce and service in smaller, convenient locations.

Outlook

In 2020, we announced the initial steps of our new long-term growth strategy that we believe will transform our company and drive profitable growth. We are executing on this strategy, focusing on the following areas:

Win with Target Customers. We are focusing attention on our target customers, identified through research as 'health enthusiasts' and 'experience seekers', where there is ample opportunity to gain share within these customer segments. We believe our business can continue to grow by leveraging existing strengths in a unique assortment of better-for-you, quality products and by providing a full omnichannel offering through delivery or pickup via our website or the Sprouts app.
Update Format and Expand in Select Markets. We are beginning to deliver unique smaller stores with expectations of stronger returns, while maintaining the approachable, fresh-focused farmer’s market heritage Sprouts is known for. In 2021, we opened three stores and remodeled one store featuring our new format, and in the first quarter of 2022, we opened one new format store. Our geographic store expansion and new store placement will intersect where our target customers live, in markets with growth potential and supply chain support, which we believe will provide a long runway of at least 10% annual unit growth beginning in 2023.
Create an Advantaged Fresh Supply Chain. We believe our network of fresh distribution centers can drive efficiencies across the chain and support growth plans. To further deliver on our fresh commitment and reputation, as well as to improve financial results, we aspire to ultimately position fresh distribution centers within a 250-mile radius of stores. With the opening of two fresh distribution centers in 2021, we now have more than 85% of our stores within 250 miles of a distribution center.

21


 

Refine Brand and Marketing Approach. We believe we are elevating our national brand recognition and positioning by telling our unique brand story rooted in product innovation and differentiation. We are investing savings from removing our print ad into increasing customer engagement through digital and social connections, driving additional sales growth and loyalty.
Deliver on Financial Targets and Box Economics. We are measuring and reporting on the success of this strategy against a number of long-term financial and operational targets. With the implementation of our strategy, we have significantly improved our margin structure above our 2019 baseline.

Recent Developments – COVID-19

Our operations have generally stabilized since the onset of the COVID-19 pandemic. However, we continue to experience varying levels of inflation and encounter obstacles sourcing in certain categories resulting from product supply disruptions complicated by the pandemic. In addition, due to continued difficulties in obtaining necessary equipment from third parties due to supply chain delays complicated by the COVID-19 pandemic, we have experienced and may continue to experience delays in our planned new store openings. See “Risk Factors—The coronavirus (COVID-19) pandemic has disrupted our business and could negatively impact our financial condition.” in our Form 10-K for additional information.

22


 

Results of Operations for Thirteen Weeks Ended April 3, 2022 and April 4, 2021

The following tables set forth our unaudited results of operations and other operating data for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods. All dollar amounts are in thousands, unless otherwise noted.

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Unaudited Quarterly Consolidated Statement of Income Data:

 

 

 

 

 

 

Net sales

 

$

1,641,161

 

 

$

1,575,447

 

Cost of sales

 

 

1,029,413

 

 

 

989,273

 

Gross profit

 

 

611,748

 

 

 

586,174

 

Selling, general and administrative expenses

 

 

459,910

 

 

 

439,662

 

Depreciation and amortization (exclusive of depreciation included
   in cost of sales)

 

 

31,820

 

 

 

31,229

 

Store closure and other costs, net

 

 

377

 

 

 

2,048

 

Income from operations

 

 

119,641

 

 

 

113,235

 

Interest expense, net

 

 

3,039

 

 

 

2,991

 

Income before income taxes

 

 

116,602

 

 

 

110,244

 

Income tax provision

 

 

28,295

 

 

 

27,196

 

Net income

 

$

88,307

 

 

$

83,048

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

110,903

 

 

 

118,044

 

Diluted effect of equity-based awards

 

 

930

 

 

 

563

 

Weighted average shares and equivalent shares outstanding

 

 

111,833

 

 

 

118,607

 

Diluted net income per share

 

$

0.79

 

 

$

0.70

 

 

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Other Operating Data:

 

 

 

 

 

 

Comparable store sales growth

 

 

1.6

%

 

 

(9.4

)%

Stores at beginning of period

 

 

374

 

 

 

362

 

Closed

 

 

(1

)

 

 

 

Opened

 

 

6

 

 

 

 

Stores at end of period

 

 

379

 

 

 

362

 

 

Comparison of Thirteen Weeks Ended April 3, 2022 to Thirteen Weeks Ended

April 4, 2021

Net sales

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Net sales

 

$

1,641,161

 

 

$

1,575,447

 

 

$

65,714

 

 

 

4

%

Comparable store sales growth

 

 

1.6

%

 

 

(9.4

)%

 

 

 

 

 

 

 

Net sales during the thirteen weeks ended April 3, 2022 totaled $1.6 billion, an increase of $65.7 million, or 4%, compared to the thirteen weeks ended April 4, 2021. The sales increase was driven by sales from new stores opened in the last twelve months and a 1.6% increase in comparable store sales. Comparable stores contributed approximately 98% of total sales for the thirteen weeks ended April 3, 2022 and approximately 96% for the thirteen weeks ended April 4, 2021.

23


 

Cost of sales and gross profit

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Net sales

 

$

1,641,161

 

 

$

1,575,447

 

 

$

65,714

 

 

 

4

%

Cost of sales

 

 

1,029,413

 

 

 

989,273

 

 

 

40,140

 

 

 

4

%

Gross profit

 

 

611,748

 

 

 

586,174

 

 

 

25,574

 

 

 

4

%

Gross margin

 

 

37.3

%

 

 

37.2

%

 

 

0.1

%

 

 

 

 

Gross profit totaled $611.7 million during the thirteen weeks ended April 3, 2022, an increase of $25.6 million, or 4%, compared to the thirteen weeks ended April 4, 2021, driven by increased sales volume. Gross margin increased by 0.1% to 37.3%, compared to 37.2% for the thirteen weeks ended April 3, 2022, primarily driven by improved shrink.

Selling, general and administrative expenses

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Selling, general and administrative
   expenses

 

$

459,910

 

 

$

439,662

 

 

$

20,248

 

 

 

5

%

Percentage of net sales

 

 

28.0

%

 

 

27.9

%

 

 

0.1

%

 

 

 

 

Selling, general and administrative expenses increased $20.2 million, or 5%, compared to the thirteen weeks ended April 4, 2021. The increase was primarily driven by new stores opened since the prior year period and higher store costs, such as utilities and supplies, impacted by inflation. These increases were partially offset by favorability in timing of marketing spend.

Depreciation and amortization

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Depreciation and amortization

 

$

31,820

 

 

$

31,229

 

 

$

591

 

 

 

2

%

Percentage of net sales

 

 

1.9

%

 

 

2.0

%

 

 

(0.1

)%

 

 

 

 

Depreciation and amortization expense (exclusive of depreciation included in cost of sales) was $31.8 million for the thirteen weeks ended April 3, 2022 compared to $31.2 million for the thirteen weeks ended April 4, 2021. Depreciation and amortization primarily consists of depreciation and amortization for buildings, store leasehold improvements, and equipment.

24


 

Store closure and other costs, net

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Store closure and other costs, net

 

$

377

 

 

$

2,048

 

 

$

(1,671

)

 

 

(82

)%

Percentage of net sales

 

 

0.0

%

 

 

0.1

%

 

 

(0.1

)%

 

 

 

 

Store closure and other costs, net decreased $1.7 million to $0.4 million for the thirteen weeks ended April 3, 2022 compared to $2.0 million for the thirteen weeks ended April 4, 2021. Store closure and other costs, net in the current year primarily related to ongoing activity associated with our closed store locations. Store closure and other costs, net in the prior year was primarily driven by inventory loss and other expenses related to the impact of winter storms at several of our stores and a fire at one of our stores during the thirteen weeks ended April 4, 2021.

Interest expense, net

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Long-term debt

 

$

1,154

 

 

$

1,181

 

 

$

(27

)

 

 

(2

)%

Capital and financing leases

 

 

222

 

 

 

235

 

 

 

(13

)

 

 

(6

)%

Deferred financing costs

 

 

223

 

 

 

141

 

 

 

82

 

 

 

58

%

Interest rate hedge and other

 

 

1,440

 

 

 

1,434

 

 

 

6

 

 

 

0

%

Total interest expense, net

 

$

3,039

 

 

$

2,991

 

 

$

48

 

 

 

2

%

 

Interest expense, net remained relatively flat at $3.0 million for the thirteen weeks ended April 3, 2022 and the thirteen weeks ended April 4, 2021, respectively. See Note 4, “Long-Term Debt and Finance Lease Liabilities” of our unaudited consolidated financial statements.

 

Income tax provision

Income tax provision differed from the amounts computed by applying the U.S. federal income tax rate to pretax income as a result of the following:

 

 

 

Thirteen weeks ended

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Federal statutory rate

 

 

21.0

%

 

 

21.0

%

 

Change in income taxes resulting from:

 

 

 

 

 

 

 

State income taxes, net of federal benefit

 

 

4.9

%

 

 

4.8

%

 

Enhanced charitable contributions

 

 

(1.0

)%

 

 

(1.2

)%

 

Federal credits

 

 

(0.4

)%

 

 

(0.4

)%

 

Share-based payment awards

 

 

(1.3

)%

 

 

(0.1

)%

 

Other, net

 

 

1.1

%

 

 

0.6

%

 

Effective tax rate

 

 

24.3

%

 

 

24.7

%

 

 

The effective tax rate decreased to 24.3% for the thirteen weeks ended April 3, 2022 from 24.7% for the thirteen weeks ended April 4, 2021. The decrease in the effective tax rate was primarily due to an increase in benefit for stock-based compensation in the current period, partially offset by a decrease in enhanced charitable contributions due to the expiration of CARES Act benefits.

 

25


 

Net income

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Net income

 

$

88,307

 

 

$

83,048

 

 

$

5,259

 

 

 

6

%

Percentage of net sales

 

 

5.4

%

 

 

5.3

%

 

 

0.1

%

 

 

 

 

Net income increased $5.3 million primarily due to increased sales and gross profit, partially offset by higher selling, general and administrative expenses for the reasons discussed above.

 

Diluted earnings per share

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

April 3, 2022

 

 

April 4, 2021

 

 

Change

 

 

% Change

 

Diluted earnings per share

 

$

0.79

 

 

$

0.70

 

 

$

0.09

 

 

 

13

%

Diluted weighted average shares
   outstanding

 

 

111,833

 

 

 

118,607

 

 

 

(6,774

)

 

 

 

 

The increase in diluted earnings per share of $0.09 was driven by higher net income in addition to fewer diluted shares outstanding compared to the prior year, due primarily to the share repurchase program.

26


 

Return on Invested Capital

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, we provide information regarding Return on Invested Capital (referred to as “ROIC”) as additional information about our operating results. ROIC is a non-GAAP financial measure and should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP. ROIC is an important measure used by management to evaluate our investment returns on capital and provides a meaningful measure of the effectiveness of our capital allocation over time.

We define ROIC as net operating profit after tax (referred to as “NOPAT”), including the effect of capitalized operating leases, divided by average invested capital. Operating lease interest represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as a finance lease (capital lease prior to adoption of ASC 842). The assumed ownership and associated interest expense are calculated using the discount rate for each lease as recorded as a component of rent expense within selling, general and administrative expenses. Invested capital reflects a trailing twelve-month average.

As numerous methods exist for calculating ROIC, our method may differ from methods used by other companies to calculate their ROIC. It is important to understand the methods and the differences in those methods used by other companies to calculate their ROIC before comparing our ROIC to that of other companies.

Our calculation of ROIC for the fiscal periods indicated was as follows:

 

 

 

Rolling Four Quarters Ended

 

 

 

April 3, 2022

 

 

April 4, 2021 (1)

 

 

 

(dollars in thousands)

 

Net Income (2)

 

$

249,416

 

 

$

278,688

 

Special items, net of tax (3), (4)

 

 

 

 

 

5,673

 

Interest expense, net of tax (4)

 

 

8,899

 

 

 

9,900

 

Net operating profit after tax (NOPAT)

 

$

258,315

 

 

$

294,261

 

 

 

 

 

 

 

 

Total rent expense, net of tax (4)

 

 

152,047

 

 

 

149,343

 

Estimated depreciation on operating leases, net of tax (4)

 

 

(89,346

)

 

 

(83,212

)

Estimated interest on operating leases, net of tax (4), (5)

 

 

62,701

 

 

 

66,131

 

NOPAT, including effect of operating leases

 

$

321,016

 

 

$

360,392

 

 

 

 

 

 

 

 

Average working capital

 

 

226,653

 

 

 

130,779

 

Average property and equipment

 

 

707,416

 

 

 

728,757

 

Average other assets

 

 

569,023

 

 

 

567,932

 

Average other liabilities

 

 

(100,728

)

 

 

(102,618

)

Average invested capital

 

$

1,402,364

 

 

$

1,324,850

 

 

 

 

 

 

 

 

Average operating leases (6)

 

 

1,233,502

 

 

 

1,201,545

 

Average invested capital, including operating leases

 

$

2,635,866

 

 

$

2,526,395

 

 

 

 

 

 

 

 

ROIC, including operating leases

 

 

12.2

%

 

 

14.3

%

 

 

27


 

(1)
Fiscal 2020 included 53 weeks.
(2)
Net income amounts represent total net income for the past four trailing quarters.
(3)
Special items include professional fees related to strategic initiatives.
(4)
Net of tax amounts are calculated using the normalized effective tax rate for the periods presented.
(5)
2022 and 2021 estimated interest on operating leases is calculated by multiplying operating leases by the 6.7% and 7.2% discount rate, respectively, for each lease recorded as rent expense within direct store expense.
(6)
Average operating leases represents the average net present value of outstanding lease obligations over the past four trailing quarters.

Liquidity and Capital Resources

The following table sets forth the major sources and uses of cash for each of the periods set forth below, as well as our cash, cash equivalents and restricted cash at the end of each period (in thousands):

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Cash, cash equivalents and restricted cash at end of period

 

$

326,097

 

 

$

257,783

 

Cash flows from operating activities

 

$

153,029

 

 

$

105,438

 

Cash flows used in investing activities

 

$

(27,227

)

 

$

(16,605

)

Cash flows used in financing activities

 

$

(46,709

)

 

$

(2,491

)

 

We have generally financed our operations principally through cash generated from operations and borrowings under our credit facilities. Our primary uses of cash are for purchases of inventory, operating expenses, capital expenditures primarily for opening new stores, remodels and maintenance, repurchases of our common stock and debt service. Our principal contractual obligations and commitments consist of obligations under our Credit Agreement, interest on our Credit Agreement, operating and finance leases, purchase commitments and self-insurance liabilities. Our operating and finance leases for the rental of land, buildings, and for rental of facilities and equipment expire or become subject to renewal clauses at various dates through 2040. We believe that our existing cash, cash equivalents and restricted cash, and cash anticipated to be generated from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors, including new store openings, remodel and maintenance capital expenditures at existing stores, store initiatives and other corporate capital expenditures and activities. Our cash, cash equivalents and restricted cash position benefits from the fact that we generally collect cash from sales to customers the same day or, in the case of credit or debit card transactions, within days from the related sale.

Operating Activities

Cash flows from operating activities increased $47.6 million to $153.0 million for the thirteen weeks ended April 3, 2022 compared to $105.4 million for the thirteen weeks ended April 4, 2021. The increase in cash flows from operating activities was primarily a result of changes in working capital.

Cash flows provided by/(used in) operating activities from changes in working capital were $28.6 million in the thirteen weeks ended April 3, 2022 compared to ($16.0) million in the thirteen weeks ended April 4, 2021. The increase was primarily driven by the higher prior year payout of COVID related incentive compensation amounts earned in 2020 and higher prepaid expenses and other current assets in the prior year primarily due to the timing of marketing spend.

Investing Activities

Cash flows used in investing activities consist primarily of capital expenditures in new stores, including leasehold improvements and store equipment, capital expenditures to maintain the appearance of our stores, sales enhancing initiatives and other corporate investments. Cash flows used in investing activities were $27.2 million and $16.6 million, for the thirteen weeks ended April 3, 2022 and April 4, 2021, respectively.

28


 

We expect capital expenditures to be in the range of $150 - $170 million in 2022, including expenditures incurred to date, net of estimated landlord tenant improvement allowances, primarily to fund investments in new stores, remodels, maintenance capital expenditures and corporate capital expenditures. We expect to fund our capital expenditures with cash on hand and cash generated from operating activities.

Financing Activities

Cash flows used in financing activities were $46.7 million for the thirteen weeks ended April 3, 2022 compared to $2.5 million for the thirteen weeks ended April 4, 2021. During the thirteen weeks ended April 3, 2022, cash flows used in financing activities primarily consisted of $45.7 million for stock repurchases and $3.4 million in debt issuance costs in connection with our Credit Agreement, partially offset by $2.6 million in proceeds from the exercise of stock options.

During the thirteen weeks ended April 4, 2021, cash flows used in financing activities primarily consisted of $3.2 million for stock repurchases, partially offset by $0.9 million in proceeds from the exercise of stock options.

Long-Term Debt and Credit Facilities

Long-term debt outstanding was $250.0 million as of April 3, 2022 and January 2, 2022.

See Note 4, “Long-Term Debt and Finance Lease Liabilities” of our unaudited consolidated financial statements for a description of our Credit Agreement and our Former Credit Facility (each as defined therein).

Share Repurchase Program

Our board of directors from time to time authorizes share repurchase programs for our common stock. The following table outlines the share repurchase programs authorized by our board, and the related repurchase activity and available authorization as of April 3, 2022.

 

Effective date

 

Expiration date

 

Amount
authorized

 

 

Cost of
repurchases

 

 

Authorization
available

 

March 3, 2021

 

March 2, 2022

 

$

300,000

 

 

$

200,200

 

 

$

 

March 2, 2022

 

December 31, 2024

 

$

600,000

 

 

$

33,858

 

 

$

566,142

 

 

The shares under our current repurchase program may be purchased on a discretionary basis from time to time through the applicable expiration date, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. Our board’s authorization of the share repurchase program does not obligate our Company to acquire any particular amount of common stock, and the repurchase program may be commenced, suspended, or discontinued at any time.

Share repurchase activity under our repurchase program for the periods indicated was as follows (total cost in thousands):

 

 

 

Thirteen weeks ended

 

 

 

April 3, 2022

 

 

April 4, 2021

 

Number of common shares acquired

 

 

1,481,187

 

 

 

129,968

 

Average price per common share acquired

 

$

30.86

 

 

$

24.69

 

Total cost of common shares acquired

 

$

45,715

 

 

$

3,209

 

 

Shares purchased under our repurchase programs were subsequently retired and the excess of the repurchase price over par value was charged to retained earnings.

Subsequent to April 3, 2022 and through May 2, 2022, we repurchased an additional 0.6 million shares of common stock for $20.0 million.

29


 

Contractual Obligations

Our principal contractual obligations and commitments arising in the normal course of business consist of obligations under our Credit Agreement, interest on our Credit Agreement, operating and finance leases, purchase commitments and self-insurance liabilities. Except as otherwise disclosed in Note 4, “Long-Term Debt and Finance Lease Liabilities” of our unaudited consolidated financial statements, there have been no material changes outside the normal course of business as of April 3, 2022 in our contractual obligations and commitments from those reported in our Annual Report on Form 10-K for the fiscal year ended January 2, 2022.

The future amount and timing of interest payments are expected to vary with the outstanding amounts and then prevailing contractual interest rates, net of interest rate swaps. Interest payments through the March 25, 2027 maturity date of our Credit Agreement based on the outstanding amounts as of April 3, 2022 and interest rates in effect at the time of this filing, are estimated to be approximately $42.8 million, with $9.6 million payable within 12 months.

Impact of Inflation and Deflation

Inflation and deflation in the prices of food and other products we sell may periodically affect our sales, gross profit and gross margin. Food inflation, when combined with reduced consumer spending, could also reduce sales, gross profit margins and comparable store sales. Food deflation across multiple categories, particularly in produce, could reduce sales growth and earnings if our competitors react by lowering their retail pricing and expanding their promotional activities, which can lead to retail deflation higher than cost deflation that could reduce our sales, gross profit margins and comparable store sales. The short-term impact of inflation and deflation is largely dependent on whether or not the effects are passed through to our customers, which is subject to competitive market conditions.

Food inflation and deflation is affected by a variety of factors and our determination of whether to pass on the effects of inflation or deflation to our customers is made in conjunction with our overall pricing and marketing strategies, as well as our competitors’ responses. Although we may experience periodic effects on sales, gross profit, gross margins and cash flows as a result of changing prices, including most recently from inflationary pressures due primarily to supply chain disruptions complicated by the COVID-19 pandemic, we do not expect the effect of inflation or deflation to have a material impact on our ability to execute our long-term business strategy.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, cash flow and related disclosure of contingent assets and liabilities. Our critical accounting estimates include inventories, lease assumptions, self-insurance reserves, goodwill and intangible assets, impairment of long-lived assets, and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

There have been no substantial changes to these estimates, or the policies related to them during the thirteen weeks ended April 3, 2022. For a full discussion of these estimates and policies, see “Critical Accounting Estimates” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 2, 2022.

Recently Issued Accounting Pronouncements

See Note 2, “Summary of Significant Accounting Policies” to our accompanying unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q.

30


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As described in Note 4, “Long-Term Debt and Finance Lease Liabilities” to our unaudited consolidated financial statements located elsewhere in this Quarterly Report on Form 10-Q, our Credit Agreement bears interest at a rate based in part on SOFR. Accordingly, we could be exposed to fluctuations in interest rates. Based solely on the $250.0 million principal outstanding under our Credit Agreement as of April 3, 2022, each hundred basis point change in SOFR would result in a change in interest expense by $2.5 million annually. We entered into an interest rate swap agreement in December 2017 to manage our cash flow associated with variable interest rates. The notional dollar amount of the one outstanding swap at April 3, 2022 and January 2, 2022 was $250.0 million under which we pay a fixed rate and received a variable rate of interest (cash flow swap). Taking into account the interest rate swap, based on the $250.0 million principal outstanding under our Credit Agreement as of April 3, 2022, each hundred basis point change in SOFR would result in no change in interest expense annually.

This sensitivity analysis assumes our mix of financial instruments and all other variables will remain constant in future periods. These assumptions are made in order to facilitate the analysis and are not necessarily indicative of our future intentions.

We do not enter into derivative financial instruments for trading purposes (see Note 9, “Derivative Financial Instruments” of our unaudited consolidated financial statements).

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures under the Exchange Act as of April 3, 2022, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the quarterly period ended April 3, 2022, there were no changes in our internal controls over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

 

 

31


 

PART II - OTHER INFORMATION

From time to time we are a party to legal proceedings, including matters involving personnel and employment issues, product liability, personal injury, intellectual property and other proceedings arising in the ordinary course of business, which have not resulted in any material losses to date. Although management does not expect that the outcome in these proceedings will have a material adverse effect on our financial condition or results of operations, litigation is inherently unpredictable. Therefore, we could incur judgments or enter into settlements of claims that could materially impact our results.

See Note 6, “Commitments and Contingencies” to our unaudited consolidated financial statements for information regarding certain legal proceedings in which we are involved.

Item 1A. Risk Factors.

Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should carefully consider the risks and uncertainties referenced below, together with all of the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes. Any of those risks could materially and adversely affect our business, operating results, financial condition, or prospects and cause the value of our common stock to decline, which could cause you to lose all or part of your investment.

There have been no material changes to the Risk Factors described under “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 2, 2022.

32


 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following table provides information about our share repurchase activity during the thirteen weeks ended April 3, 2022.

 

Period (1)

 

Total number
of shares
purchased

 

 

Average
price paid
per share

 

 

Total number
of shares

purchased as
part of publicly
announced plans
or programs

 

 

Approximate
dollar value

of shares that
may yet be
purchased under
the plans or
programs
(2)

 

January 3, 2022 - January 30, 2022

 

 

68,647

 

 

$

27.93

 

 

 

68,647

 

 

$

109,739,000

 

January 31, 2022 - February 27, 2022

 

 

139,983

 

 

$

27.22

 

 

 

139,983

 

 

$

105,929,000

 

February 28, 2022 - April 3, 2022

 

 

1,272,557

 

 

$

31.42

 

 

 

1,272,557

 

 

$

566,142,000

 

 

(1)
Periodic information is presented by reference to our fiscal periods during the first quarter of fiscal year 2022.
(2)
On March 2, 2022, our board of directors authorized a $600 million share repurchase
program of our common stock. The shares may be purchased on a discretionary basis from
time to time through December 31, 2024, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated
transactions, or other means, including through Rule 10b5-1 trading plans.

 

 

 

33


 

Item 6. Exhibits.

 

Exhibit

Number

 

Description

 

 

 

  10.1

 

Offer Letter from Sprouts Farmers Market, Inc., to Nicholas Konat, dated January 25, 2022 (1)

 

 

 

  10.2

 

2022 Form of Restricted Stock Unit Agreement under Sprouts Farmers Market, Inc. 2013 Incentive Plan for President and Chief Operating Officer (1)

 

 

 

  10.3

 

Letter Agreement between Sprouts Farmers Market, Inc. and Gil Phipps, dated February 18, 2022 (1)

 

 

 

  10.4

 

2022 Form of Performance Share Agreement under Sprouts Farmers Market, Inc. 2013 Incentive Plan

 

 

 

  10.5

 

Credit Agreement, dated as of March 25, 2022, among Sprouts Farmers Market, Inc., Sprouts Farmers Markets Holdings, LLC, the lenders named therein, Bank of America, N.A., as administrative agent, issuing bank and swingline lender, JPMorgan Chase Bank, N.A., as sustainability structuring agent, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC as syndication agents, Truist Bank and PNC Bank, N.A. as documentation agents, and BofA Securities, Inc., BMO Capital Markets Corp., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC as joint bookrunners and joint lead arrangers (2)

 

 

 

  31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

  32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

  32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

(1)
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on February 24, 2022, and incorporated herein by reference.
(2)
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on March 25, 2022, and incorporated herein by reference.

 

 

34


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

SPROUTS FARMERS MARKET, INC.

 

 

 

Date: May 4, 2022

By:

/s/ Lawrence P. Molloy

 

Name:

Lawrence P. Molloy

 

Title:

Chief Financial Officer

 

 

(Principal Financial Officer)

 

35