Sprouts Farmers Market, Inc 10-Q for FY2023 Q1
Sprouts Farmers Market, Inc. (SFM)
About this 10-Q
Sprouts Farmers Market, Inc filed this 10-Q on May 1, 2023, covering the quarter ended April 2, 2023 (FY2023 Q1).
Headline figures
Quarter ended April 2, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.73B
- up 5.6% from $1.64B a year earlier
- Net income
- $76.16M
- down 13.8% from net income of $88.31M a year earlier
- Diluted EPS
- $0.73
- down 7.6% from $0.79 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Title of Each Class
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Trading Symbol(s) |
Name of Each Exchange on Which Registered
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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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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
As of April 27, 2023, the registrant had
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED APRIL 2, 2023
TABLE OF CONTENTS
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 1, 2023, 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)
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April 2, 2023 |
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January 1, 2023 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net of accumulated depreciation |
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Operating lease assets, net |
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Intangible assets |
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Goodwill |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Accrued salaries and benefits |
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Accrued income tax |
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Current portion of operating lease liabilities |
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Current portion of finance lease liabilities |
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Total current liabilities |
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Long-term operating lease liabilities |
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Long-term debt and finance lease liabilities |
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Other long-term liabilities |
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Deferred income tax liability |
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Total liabilities |
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Stockholders’ equity: |
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Undesignated preferred stock; $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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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)
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Thirteen weeks ended |
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April 2, 2023 |
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April 3, 2022 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Depreciation and amortization (exclusive |
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Store closure and other costs, net |
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Income from operations |
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Interest expense, net |
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Income before income taxes |
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Income tax provision |
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Net income |
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$ |
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$ |
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Net income per share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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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)
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Thirteen weeks ended |
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April 2, 2023 |
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April 3, 2022 |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss), net of tax |
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Unrealized gains (losses) on cash flow |
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Reclassification of net gains (losses) on |
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Total other comprehensive income (loss) |
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Comprehensive income |
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$ |
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$ |
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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 2, 2023 |
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Shares |
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Common |
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Additional |
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Retained |
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Total |
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Balances at January 1, 2023 |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Issuance of shares under stock plans |
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— |
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Repurchase and retirement of common stock |
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( |
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( |
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— |
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( |
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( |
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Share-based compensation |
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— |
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— |
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— |
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Issuance of shares for acquisition |
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— |
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Balances at April 2, 2023 |
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$ |
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$ |
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$ |
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$ |
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For the thirteen weeks ended April 3, 2022 |
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Shares |
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Common |
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Additional |
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Retained |
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Accumulated |
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Total |
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Balances at January 2, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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Issuance of shares under stock plans |
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— |
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— |
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— |
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Repurchase and retirement of common stock |
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( |
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( |
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— |
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( |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Balances at April 3, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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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)
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Thirteen weeks ended |
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April 2, 2023 |
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April 3, 2022 |
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Operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
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Operating lease asset amortization |
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Impairment of assets |
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Share-based compensation |
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Deferred income taxes |
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( |
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Other non-cash items |
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Changes in operating assets and liabilities, net of effects from acquisition: |
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Accounts receivable |
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Inventories |
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( |
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Prepaid expenses and other current assets |
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Other assets |
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Accounts payable |
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Accrued liabilities |
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( |
) |
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( |
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Accrued salaries and benefits |
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( |
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( |
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Accrued income tax |
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Operating lease liabilities |
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( |
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( |
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Other long-term liabilities |
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( |
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Cash flows from operating activities |
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Investing activities |
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Purchases of property and equipment |
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( |
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( |
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Payments for acquisition, net of cash acquired |
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( |
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Cash flows used in investing activities |
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( |
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( |
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Financing activities |
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Proceeds from revolving credit facilities |
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Payments on revolving credit facilities |
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( |
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( |
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Payments on finance lease liabilities |
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( |
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( |
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Payments of deferred financing costs |
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( |
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Repurchase of common stock |
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( |
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( |
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Proceeds from exercise of stock options |
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Cash flows used in financing activities |
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( |
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( |
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Increase in cash, cash equivalents, and restricted cash |
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Cash, cash equivalents, and restricted cash at beginning of the period |
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Cash, cash equivalents, and restricted cash at the end of the period |
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$ |
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$ |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
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$ |
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$ |
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Cash refunded for income taxes |
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Leased assets obtained in exchange for new operating lease liabilities |
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Supplemental disclosure of non-cash investing and financing activities |
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Property and equipment in accounts payable and accrued liabilities |
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$ |
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$ |
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Issuance of shares for acquisition |
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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, offers a unique food specialty retail 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 2, 2023, the Company operated
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 1, 2023 (“fiscal year 2022”) included in the Company’s Annual Report on Form 10-K, filed on March 2, 2023.
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 December 31, 2023 (“fiscal year 2023”) and fiscal year 2022 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.
Revision of previously issued financial statements
The Company identified an error in the financing activities section of its consolidated statements of cash flows for the thirteen weeks ended April 3, 2022, related to the presentation of proceeds from and repayments of borrowings associated with a modification of the Company's revolving credit facility on March 25, 2022. The correction of the error did not have any impact on the previously reported consolidated balance sheets, statements of income, or statements of comprehensive income, nor did it have any impact on total cash flows from operating activities or used in investing or financing activities. Although the Company has determined that the error did not have a material impact on its previously issued consolidated financial statements, the Company revised the presentation of cash flows from financing activities to reflect the proceeds from borrowings under the revolving credit facility of $
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.
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Thirteen weeks ended |
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April 2, 2023 |
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April 3, 2022 |
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Balance, beginning of year |
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$ |
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$ |
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Gift cards issued during the period but not redeemed (1) |
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Revenue recognized from beginning liability |
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( |
) |
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( |
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Balance, end of year |
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$ |
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$ |
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(1)
The nature of goods the Company transfers to customers at the point of sale are inventories, consisting of merchandise purchased for resale.
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, any contract performance obligations, or any material costs to obtain or fulfill a contract as of April 2, 2023.
Restricted Cash
Restricted cash relates to the Company's defined benefit plan forfeitures and the Company's healthcare, general liability and workers’ compensation plan benefits of approximately $
Recently Issued Accounting Pronouncements Not Yet Adopted
No new accounting pronouncements issued or effective during the thirteen weeks ended April 2, 2023 had, or are expected to have, a material impact on the Company’s consolidated financial statements.
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.
10
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in the 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 2, 2023 and January 1, 2023:
April 2, 2023 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Long-term debt |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Total financial liabilities |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 1, 2023 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Long-term debt |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Total financial liabilities |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
The determination of fair values of certain tangible and intangible assets for purposes of the Company’s goodwill or long-lived asset impairment evaluation is based upon Level 3 inputs. When necessary, the Company uses third party market data and market participant assumptions to derive the fair value of its asset groupings, which primarily include right-of-use lease assets and property and equipment.
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 2, 2023 and January 1, 2023.
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 2, 2023 |
|
|
January 1, 2023 |
|
||
Senior secured debt |
|
|
|
|
|
|
|
|
|
|
||
$ |
|
|
|
$ |
|
|
$ |
|
||||
Finance lease liabilities |
|
Various |
|
n/a |
|
|
|
|
|
|
||
Long-term debt and finance lease liabilities |
|
|
|
|
|
$ |
|
|
$ |
|
||
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 $
The Company capitalized debt issuance costs of $
The Credit Agreement provides for a $
11
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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,
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
As of April 2, 2023, loans outstanding under the Credit Agreement bore interest at Term SOFR (as defined in the Credit Agreement) plus a
As of April 2, 2023, outstanding letters of credit issued under the Credit Agreement were subject to a participation fee of
Payments and Borrowings
The Credit Agreement is scheduled to mature, and the commitments thereunder will terminate on
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 Company's obligations under the Former Credit Facility were prepaid and terminated.
During the thirteen weeks ended April 2, 2023, the Company made
Subsequent to April 2, 2023, the Company made a $
Covenants
The Credit Agreement contains financial, affirmative and negative covenants. The negative covenants include, among other things, limitations on the Company’s ability to:
12
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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
The Company was in compliance with all applicable covenants under the Credit Agreement as of April 2, 2023.
5. Income Taxes
The Company’s effective tax rate decreased to
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.
6. Related Party Transactions
On May 24, 2022, the Company appointed a new member to its board of directors who served as an executive officer of a company that is a supplier of nutrition bars and related products to the Company for resale. The director departed employment from this supplier on February 28, 2023, and the cost of sales recognized from this supplier during the thirteen weeks ended April 2, 2023 was immaterial.
13
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
7
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
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. On October 26, 2022, the appellate court affirmed the trial court’s decision. In December 2022, CERT appealed this ruling to the Supreme Court of the State of California, which denied the petition for review in February 2023. Until the case is dismissed by the trial court, 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.
8
Share Repurchases
On March 2, 2022, the Company's board of directors authorized a new $
Effective date |
|
Expiration date |
|
Amount |
|
|
Cost of |
|
|
Authorization |
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
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.
14
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Share repurchase activity under the Company’s repurchase programs for the periods indicated was as follows (total cost in thousands):
|
|
Thirteen weeks ended |
|
|||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
||
Number of common shares acquired |
|
|
|
|
|
|
||
Average price per common share acquired |
|
$ |
|
|
$ |
|
||
Total cost of common shares acquired |
|
$ |
|
|
$ |
|
||
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. The cost of common shares repurchased during the thirteen weeks ended April 2, 2023 included the
Subsequent to April 2, 2023 and through the date of this filing, the Company repurchased an additional
9. 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 and unvested restricted stock units ("RSUs"). Performance share awards ("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.
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 2, 2023 |
|
|
April 3, 2022 |
|
||
Basic net income per share: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Weighted average shares outstanding |
|
|
|
|
|
|
||
Basic net income per share |
|
$ |
|
|
$ |
|
||
Diluted net income per share: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Weighted average shares outstanding - |
|
|
|
|
|
|
||
Dilutive effect of share-based awards: |
|
|
|
|
|
|
||
Assumed exercise of options to purchase shares |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
PSAs |
|
|
|
|
|
|
||
Weighted average shares and |
|
|
|
|
|
|
||
Diluted net income per share |
|
$ |
|
|
$ |
|
||
15
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the thirteen weeks ended April 2, 2023, the Company had
10
The Company did
In December 2017, the Company entered into an interest rate swap agreement to manage its cash flow associated with variable interest rates. This forward contract was designated and qualified as a cash flow hedge, and its change in fair value was recorded as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the forecasted transaction occurred. The forward contract consisted of
The gain or loss on these derivative instruments was 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.
|
|
Thirteen weeks ended |
|
|||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
||
Consolidated Statements of |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
11. Comprehensive Income
The following table presents the changes in accumulated other comprehensive income (loss) for the thirteen weeks ended April 3, 2022.
|
|
Cash Flow |
|
|
Balance at January 2, 2022 |
|
$ |
( |
) |
Other comprehensive income (loss), net of tax |
|
|
|
|
Unrealized gains on cash flow hedging activities, net of income tax of $ |
|
|
|
|
Reclassification of net losses on cash flow hedges to net income, net of income |
|
|
( |
) |
Total other comprehensive income (loss) |
|
|
|
|
Balance at April 3, 2022 |
|
$ |
( |
) |
Amounts reclassified from accumulated other comprehensive income (loss) were included within interest expense, net on the consolidated statements of income.
16
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
12. Segments
The Company has
In accordance with ASC 606, the following table represents a disaggregation of revenue for the thirteen weeks ended April 2, 2023 and April 3, 2022.
|
|
Thirteen weeks ended |
|
|||||||||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
||||||||||
Perishables |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Non-Perishables |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Net Sales |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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.
13. Share-Based Compensation
2022 Incentive Plan
In March 2022, the Company’s board of directors adopted the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Incentive Plan”), which became effective May 25, 2022, upon approval by the Company’s stockholders. The 2022 Incentive Plan provides team members of the Company, certain consultants and advisors who perform services for the Company, and non-employee members of the Company's board of directors with the opportunity to receive grants of equity awards, including stock options, RSUs, PSAs, and other stock-based awards. The 2022 Incentive Plan replaced the 2013 Incentive Plan (as described below).
Awards Granted under the 2022 Incentive Plan
During the thirteen weeks ended April 2, 2023, the Company granted the following share-based compensation awards under the 2022 Incentive Plan:
Grant Date |
|
RSUs |
|
|
PSAs |
|
|
Options |
|
|||
March 14, 2023 |
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
|
|||
Weighted-average grant date fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted-average exercise price |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The aggregate number of shares of common stock that may be issued to team members and directors under the 2022 Incentive Plan may not exceed
17
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2013 Incentive Plan
Prior to the adoption of the 2022 Incentive Plan, the 2013 Incentive Plan served as the umbrella plan for the Company’s share-based and cash-based incentive compensation programs for its directors, officers and other team members. Upon stockholder approval of the 2022 Incentive Plan on May 25, 2022, no further awards will be granted under the 2013 Incentive Plan, but awards outstanding under the 2013 Incentive Plan will remain outstanding in accordance with their terms and the terms of 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
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 or
PSAs
PSAs granted in 2019 were subject to the Company achieving certain EBIT performance targets for the 2021 fiscal year.
PSAs granted in 2020 were subject to the Company achieving certain earnings before taxes (“EBT”) performance targets for the 2022 fiscal year.
PSAs granted in 2021 are subject to the Company achieving certain EBIT performance targets for the 2023 fiscal year.
PSAs granted in 2022 are subject to the Company achieving certain EBIT performance targets for the 2024 fiscal year.
PSAs granted in 2023 are subject to the Company achieving certain EBIT performance targets for the 2025 fiscal year.
18
SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 2, 2023 |
|
|
April 3, 2022 |
|
||
Share-based compensation expense |
|
$ |
|
|
$ |
|
||
The following share-based awards were outstanding as of April 2, 2023 and April 3, 2022:
|
|
As of |
|
|||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
||
|
|
(in thousands) |
|
|||||
Options |
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
|
||
Unvested |
|
|
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
PSAs |
|
|
|
|
|
|
||
As of April 2, 2023, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards were as follows:
|
|
Unrecognized |
|
|
Remaining |
|
||
Options |
|
$ |
|
|
|
|
||
RSUs |
|
|
|
|
|
|
||
PSAs |
|
|
|
|
|
|
||
Total unrecognized compensation expense at April 2, 2023 |
|
$ |
|
|
|
|
||
During the thirteen weeks ended April 2, 2023 and April 3, 2022, the Company received $
19
14.
The Company’s goodwill balance was $
A summary of the activity and balances in goodwill is as follows:
|
|
Balance at January 1, 2023 |
|
|
Additions |
|
|
Balance at April 2, 2023 |
|
|||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|||
15. Store Closures
In February 2023, the Company's board of directors approved the closing of
16.
On
The Company accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which requires that the purchase price be allocated to the assets and liabilities acquired based on their estimated fair values as of the acquisition date. Acquisition-related costs were immaterial and were expensed as incurred. The financial results of the acquired stores have been included in the Company’s consolidated financial statements from the date of acquisition. The acquired stores' results of operations were not material to the Company's consolidated results during the thirteen weeks ended April 2, 2023.
As of May 1, 2023, the initial accounting for this acquisition was incomplete pending determination of working capital adjustments and the fair value of certain assets acquired and liabilities assumed. The net purchase price was initially allocated to the net tangible assets of ($
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 2022 fiscal year, filed on March 2, 2023 (“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 food specialty retail 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 395 stores in 23 states as of April 2, 2023, 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 through April 2, 2023, 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, to the Sprouts banner through acquisitions. 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.
Our Strategy
Since 2020, we have focused on our long-term growth strategy that we believe is transforming our company and driving profitable growth. We continue to execute on this strategy, focusing on the following areas:
21
Recent Developments
In February 2023 as part of our real estate portfolio review, we determined to close 11 stores during 2023. These stores, on average, are approximately 30% larger than our current prototype format and were underperforming financially. See Note 15, “Store Closures” of our unaudited consolidated financial statements for additional information regarding these store closures.
22
Results of Operations for Thirteen Weeks Ended April 2, 2023 and April 3, 2022
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 2, 2023 |
|
|
April 3, 2022 |
|
||
Unaudited Quarterly Consolidated Statement of Income Data: |
|
|
|
|
|
|
||
Net sales |
|
$ |
1,733,310 |
|
|
$ |
1,641,161 |
|
Cost of sales |
|
|
1,083,248 |
|
|
|
1,029,413 |
|
Gross profit |
|
|
650,062 |
|
|
|
611,748 |
|
Selling, general and administrative expenses |
|
|
486,195 |
|
|
|
459,910 |
|
Depreciation and amortization (exclusive of depreciation included |
|
|
34,068 |
|
|
|
31,820 |
|
Store closure and other costs, net |
|
|
28,277 |
|
|
|
377 |
|
Income from operations |
|
|
101,522 |
|
|
|
119,641 |
|
Interest expense, net |
|
|
2,220 |
|
|
|
3,039 |
|
Income before income taxes |
|
|
99,302 |
|
|
|
116,602 |
|
Income tax provision |
|
|
23,142 |
|
|
|
28,295 |
|
Net income |
|
$ |
76,160 |
|
|
$ |
88,307 |
|
|
|
|
|
|
|
|
||
Weighted average shares outstanding - basic |
|
|
103,827 |
|
|
|
110,903 |
|
Diluted effect of equity-based awards |
|
|
1,049 |
|
|
|
930 |
|
Weighted average shares and equivalent shares outstanding |
|
|
104,876 |
|
|
|
111,833 |
|
Diluted net income per share |
|
$ |
0.73 |
|
|
$ |
0.79 |
|
|
|
Thirteen weeks ended |
|
|||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
||
Other Operating Data: |
|
|
|
|
|
|
||
Comparable store sales growth |
|
|
3.1 |
% |
|
|
1.6 |
% |
Stores at beginning of period |
|
|
386 |
|
|
|
374 |
|
Closed |
|
|
(1 |
) |
|
|
(1 |
) |
Opened |
|
|
8 |
|
|
|
6 |
|
Acquired |
|
|
2 |
|
|
|
— |
|
Stores at end of period |
|
|
395 |
|
|
|
379 |
|
Comparison of Thirteen Weeks Ended April 2, 2023 to Thirteen Weeks Ended
April 3, 2022
Net sales
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Net sales |
|
$ |
1,733,310 |
|
|
$ |
1,641,161 |
|
|
$ |
92,149 |
|
|
|
6 |
% |
Comparable store sales growth |
|
|
3.1 |
% |
|
|
1.6 |
% |
|
|
|
|
|
|
||
Net sales during the thirteen weeks ended April 2, 2023 totaled $1.7 billion, an increase of $92.1 million, or 6%, compared to the thirteen weeks ended April 3, 2022. The sales increase was driven by sales from new stores opened in the last twelve months and a 3.1% increase in comparable store sales. The increase in comparable store sales was due in part to an increase in basket value due to retail price inflation, partially offset by a slight reduction in the number of items per basket. See "Impact of Inflation and Deflation". Comparable stores contributed approximately 97% of total sales for the thirteen weeks ended April 2, 2023 and approximately 98% of total sales for the thirteen weeks ended April 3, 2022.
23
Cost of sales and gross profit
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Net sales |
|
$ |
1,733,310 |
|
|
$ |
1,641,161 |
|
|
$ |
92,149 |
|
|
|
6 |
% |
Cost of sales |
|
|
1,083,248 |
|
|
|
1,029,413 |
|
|
|
53,835 |
|
|
|
5 |
% |
Gross profit |
|
|
650,062 |
|
|
|
611,748 |
|
|
|
38,314 |
|
|
|
6 |
% |
Gross margin |
|
|
37.5 |
% |
|
|
37.3 |
% |
|
|
0.2 |
% |
|
|
|
|
Gross profit totaled $650.1 million during the thirteen weeks ended April 2, 2023, an increase of $38.3 million, or 6%, compared to the thirteen weeks ended April 3, 2022 Gross margin increased by 0.2% to 37.5% for the thirteen weeks ended April 2, 2023, compared to 37.3% for the thirteen weeks ended April 3, 2022. The increase was a result of continued promotional optimization and favorable product mix.
Selling, general and administrative expenses
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Selling, general and administrative |
|
$ |
486,195 |
|
|
$ |
459,910 |
|
|
$ |
26,285 |
|
|
|
6 |
% |
Percentage of net sales |
|
|
28.1 |
% |
|
|
28.0 |
% |
|
|
0.1 |
% |
|
|
|
|
Selling, general and administrative expenses increased $26.3 million, or 6%, compared to the thirteen weeks ended April 3, 2022.The increase is primarily due to the net increase in new stores opened since the prior year, higher wages and utilities, and higher ecommerce costs resulting from an increase in ecommerce sales.
Depreciation and amortization
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Depreciation and amortization |
|
$ |
34,068 |
|
|
$ |
31,820 |
|
|
$ |
2,248 |
|
|
|
7 |
% |
Percentage of net sales |
|
|
2.0 |
% |
|
|
1.9 |
% |
|
|
0.1 |
% |
|
|
|
|
Depreciation and amortization expense (exclusive of depreciation included in cost of sales) was $34.1 million for the thirteen weeks ended April 2, 2023, compared to $31.8 million for the thirteen weeks ended April 3, 2022. Depreciation and amortization primarily consists of depreciation and amortization for buildings, store leasehold improvements, and equipment for new stores as well as remodel initiatives in older stores. Depreciation and amortization for the thirteen weeks ended April 2, 2023 was inclusive of $4.0 million in accelerated depreciation in connection with the decision to close certain underperforming stores during 2023. See Note 15, “Store Closures” of our unaudited consolidated financial statements.
24
Store closure and other costs, net
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Store closure and other costs, net |
|
$ |
28,277 |
|
|
$ |
377 |
|
|
$ |
27,900 |
|
|
|
7401 |
% |
Percentage of net sales |
|
|
1.6 |
% |
|
|
0.0 |
% |
|
|
1.6 |
% |
|
|
|
|
Store closure and other costs, net for the thirteen weeks ended April 2, 2023 of $28.3 million primarily consisted of $27.8 million of impairment losses related to the write-down of leasehold improvements and right-of-use assets in association with the decision to close certain underperforming stores. Store closure and other costs, net for the thirteen weeks ended April 3, 2022 primarily related to ongoing activity associated with our closed store locations.
Interest expense, net
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Long-term debt |
|
$ |
3,482 |
|
|
$ |
1,154 |
|
|
$ |
2,328 |
|
|
|
202 |
% |
Capital and financing leases |
|
|
205 |
|
|
|
222 |
|
|
|
(17 |
) |
|
|
(8 |
)% |
Deferred financing costs |
|
|
193 |
|
|
|
223 |
|
|
|
(30 |
) |
|
|
(13 |
)% |
Interest rate hedge and other |
|
|
(1,660 |
) |
|
|
1,440 |
|
|
|
(3,100 |
) |
|
|
(215 |
)% |
Total interest expense, net |
|
$ |
2,220 |
|
|
$ |
3,039 |
|
|
$ |
(819 |
) |
|
|
(27 |
)% |
Interest expense, net decreased to $2.2 million for the thirteen weeks ended April 2, 2023, compared to $3.0 million for the thirteen weeks ended April 3, 2022 primarily due to higher interest income as a result of higher average interest rates. 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 2, 2023 |
|
|
April 3, 2022 |
|
|
||
Federal statutory rate |
|
|
21.0 |
% |
|
|
21.0 |
% |
|
Change in income taxes resulting from: |
|
|
|
|
|
|
|
||
State income taxes, net of federal benefit |
|
|
5.0 |
% |
|
|
4.9 |
% |
|
Enhanced charitable contributions |
|
|
(1.1 |
)% |
|
|
(1.0 |
)% |
|
Federal credits |
|
|
(0.4 |
)% |
|
|
(0.4 |
)% |
|
Share-based payment awards |
|
|
(2.6 |
)% |
|
|
(1.3 |
)% |
|
Other, net |
|
|
1.4 |
% |
|
|
1.1 |
% |
|
Effective tax rate |
|
|
23.3 |
% |
|
|
24.3 |
% |
|
The effective tax rate decreased to 23.3% for the thirteen weeks ended April 2, 2023 from 24.3% for the thirteen weeks ended April 3, 2022. The decrease in the effective tax rate was primarily due to an increase in excess tax benefits associated with share-based payment awards, partially offset by an increase of non-deductible executive compensation.
25
Net income
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Net income |
|
$ |
76,160 |
|
|
$ |
88,307 |
|
|
$ |
(12,147 |
) |
|
|
(14 |
)% |
Percentage of net sales |
|
|
4.4 |
% |
|
|
5.4 |
% |
|
|
(1.0 |
)% |
|
|
|
|
Net income decreased $12.1 million primarily due to higher store closure and other costs, net and selling, general and administrative expenses for the reasons discussed above, partially offset by higher sales and favorable margin impact.
Diluted earnings per share
|
|
Thirteen weeks ended |
|
|
|
|
|
|
|
|||||||
|
|
April 2, 2023 |
|
|
April 3, 2022 |
|
|
Change |
|
|
% Change |
|
||||
Diluted earnings per share |
|
$ |
0.73 |
|
|
$ |
0.79 |
|
|
$ |
(0.06 |
) |
|
|
(8 |
)% |
Diluted weighted average shares |
|
|
104,876 |
|
|
|
111,833 |
|
|
|
(6,957 |
) |
|
|
|
|
The decrease in diluted earnings per share of $0.06 was driven by lower net income, partially offset by 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. 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 four-quarter 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 2, 2023 |
|
|
April 3, 2022 |
|
||
|
|
(dollars in thousands) |
|
|||||
Net Income (1) |
|
$ |
249,018 |
|
|
$ |
249,416 |
|
Special items, net of tax (2), (3) |
|
|
26,521 |
|
|
|
— |
|
Interest expense, net of tax (3) |
|
|
6,168 |
|
|
|
8,899 |
|
Net operating profit after tax (NOPAT) |
|
$ |
281,707 |
|
|
$ |
258,315 |
|
|
|
|
|
|
|
|
||
Total rent expense, net of tax (3) |
|
|
157,944 |
|
|
|
152,047 |
|
Estimated depreciation on operating leases, net of tax (3) |
|
|
(89,396 |
) |
|
|
(89,346 |
) |
Estimated interest on operating leases, net of tax (3), (4) |
|
|
68,548 |
|
|
|
62,701 |
|
NOPAT, including effect of operating leases |
|
$ |
350,255 |
|
|
$ |
321,016 |
|
|
|
|
|
|
|
|
||
Average working capital |
|
|
283,293 |
|
|
|
226,653 |
|
Average property and equipment |
|
|
704,649 |
|
|
|
707,416 |
|
Average other assets |
|
|
575,722 |
|
|
|
569,023 |
|
Average other liabilities |
|
|
(98,409 |
) |
|
|
(100,728 |
) |
Average invested capital |
|
$ |
1,465,255 |
|
|
$ |
1,402,364 |
|
|
|
|
|
|
|
|
||
Average operating leases (5) |
|
|
1,287,831 |
|
|
|
1,233,502 |
|
Average invested capital, including operating leases |
|
$ |
2,753,086 |
|
|
$ |
2,635,866 |
|
|
|
|
|
|
|
|
||
ROIC, including operating leases |
|
|
12.7 |
% |
|
|
12.2 |
% |
27
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 2, 2023 |
|
|
April 3, 2022 |
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
296,846 |
|
|
$ |
326,097 |
|
Cash flows from operating activities |
|
$ |
179,820 |
|
|
$ |
153,029 |
|
Cash flows used in investing activities |
|
$ |
(60,086 |
) |
|
$ |
(27,227 |
) |
Cash flows used in financing activities |
|
$ |
(118,080 |
) |
|
$ |
(46,709 |
) |
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 2044. 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 $26.8 million to $179.8 million for the thirteen weeks ended April 2, 2023 compared to $153.0 million for the thirteen weeks ended April 3, 2022. The increase in cash flows from operating activities was primarily a result of higher net income adjusted for non-cash items and changes in working capital.
Cash flows provided by operating activities from changes in working capital were $37.9 million in the thirteen weeks ended April 2, 2023 compared to $28.6 million in the thirteen weeks ended April 3, 2022. The increase was driven by inventories and prepaid expenses and other current assets.
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 as well as cash outlays for acquisitions. Cash flows used in investing activities were $60.1 million and $27.2 million, for the thirteen weeks ended April 2, 2023 and April 3, 2022, respectively.
28
We expect capital expenditures to be in the range of $210 - $230 million in 2023, 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 $118.1 million for the thirteen weeks ended April 2, 2023 compared to $46.7 million for the thirteen weeks ended April 3, 2022. During the thirteen weeks ended April 2, 2023, cash flows used in financing activities primarily consisted of $98.3 million for stock repurchases and $25.0 million in payments on our Credit Agreement, partially offset by $5.5 million in proceeds from the exercise of stock options.
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.
Long-Term Debt and Credit Facilities
Long-term debt outstanding was $225.0 million as of April 2, 2023 and $250.0 million as of January 1, 2023.
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 2, 2023.
Effective date |
|
Expiration date |
|
Amount |
|
|
Cost of |
|
|
Authorization |
|
|||
March 2, 2022 |
|
December 31, 2023 |
|
$ |
600,000 |
|
|
$ |
286,472 |
|
|
$ |
313,528 |
|
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 2, 2023 |
|
|
April 3, 2022 |
|
||
Number of common shares acquired |
|
|
3,038,411 |
|
|
|
1,481,187 |
|
Average price per common share acquired |
|
$ |
32.64 |
|
|
$ |
30.86 |
|
Total cost of common shares acquired |
|
$ |
99,171 |
|
|
$ |
45,715 |
|
Shares purchased under our repurchase programs were subsequently retired and the excess of the repurchase price over par value was charged to retained earnings. The cost of common shares repurchased during the thirteen weeks ended April 2, 2023 included the 1% excise tax imposed as part of the Inflation Reduction Act of 2022.
29
Subsequent to April 2, 2023 and through the date of this filing, we repurchased an additional 0.5 million shares of common stock for $16.0 million.
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. There have been no material changes outside the normal course of business as of April 2, 2023 in our contractual obligations and commitments from those reported in our Annual Report on Form 10-K for the fiscal year ended January 1, 2023.
The future amount and timing of interest payments are expected to vary with the outstanding amounts and then prevailing contractual interest rates. Interest payments through the March 25, 2027 maturity date of our Credit Agreement based on the outstanding amounts as of April 2, 2023 and interest rates in effect at the time of this filing, are estimated to be approximately $42.7 million, with $12.8 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. Inflationary pressures on compensation, utilities, commodities, equipment and supplies may also impact our profitability. Food deflation or declining levels of inflation across multiple categories, particularly in produce, could reduce sales growth and earnings, particularly 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 pressures we experienced in fiscal 2022 and continue to experience in fiscal 2023 due to product cost inflation which we largely passed along to retail pricing, 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 2, 2023 . 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 1, 2023.
30
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.
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 $225.0 million principal outstanding under our Credit Agreement as of April 2, 2023, each hundred basis point change in SOFR would result in a change in interest expense by $2.3 million 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.
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 2, 2023, 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 2, 2023, 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
Item 1. Legal Proceedings.
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 7, “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 1, 2023.
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 2, 2023.
Period (1) |
|
Total number |
|
|
Average |
|
|
Total number |
|
|
Approximate |
|
||||
January 2, 2023 - January 29, 2023 |
|
|
971,422 |
|
|
$ |
31.50 |
|
|
|
971,422 |
|
|
$ |
381,278,000 |
|
January 30, 2023 - February 26, 2023 |
|
|
998,664 |
|
|
$ |
32.34 |
|
|
|
998,664 |
|
|
$ |
348,979,000 |
|
February 27, 2023 - April 2, 2023 |
|
|
1,068,325 |
|
|
$ |
33.18 |
|
|
|
1,068,325 |
|
|
$ |
313,528,000 |
|
Total |
|
|
3,038,411 |
|
|
|
|
|
|
3,038,411 |
|
|
|
|
||
33
Item 6. Exhibits.
Exhibit Number |
|
Description |
|
|
|
10.1 |
|
|
|
|
|
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 |
|
|
|
|
|
32.2 |
|
|
|
|
|
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) |
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.
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SPROUTS FARMERS MARKET, INC. |
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Date: May 1, 2023 |
By: |
/s/ Lawrence P. Molloy |
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Name: |
Lawrence P. Molloy |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
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Exhibit 10.1
SPROUTS FARMERS MARKET, INC.
Performance Share award Agreement
Cover Sheet
Sprouts Farmers Market, Inc., a company organized under the laws of the State of Delaware (“Company”), hereby grants an award of performance shares (“Performance Shares”) to the individual named below. The terms and conditions of the Performance Shares are set forth in this cover sheet (“Cover Sheet”), in the attached Performance Share Award Agreement (the “Agreement”) and in the Sprouts Farmers Market, Inc. 2022 Omnibus Incentive Compensation Plan (as may be amended from time to time, the “Plan”). All capitalized terms used but not defined in this Cover Sheet and the Agreement will have the meanings ascribed to such terms in the Plan.
Granted to: |
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Grant Date: |
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Number of Performance Shares: |
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Issuance of Shares: |
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Time Vesting Schedule/ Vesting Date: |
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By signing this Cover Sheet, you agree to all of the terms and conditions described in this Cover Sheet, in the Agreement and in the Plan. The Company has the right to rescind this award, if you do not sign and return this Cover Sheet and the attached Irrevocable Standing Order to Sell Shares within 60 days of the Grant Date.
Signature: _____________________ Date: _______________
SPROUTS FARMERS MARKET, INC.
By:
Name:
Title:
SPROUTS FARMERS MARKET, INC.
2022 OMNIBUS INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE AWARD AGREEMENT
Right to Shares |
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The award of Performance Shares represents your right to receive, and the Company’s obligation to issue, one Share for each Performance Share earned, based on the Company’s achievement of the performance metric(s) set forth in the Cover Sheet. The Shares issued will be subject to the vesting conditions described below. Issuance of Shares equal to the Performance Shares earned will occur as soon as practicable following the date the Committee certifies the Company’s achievement of the performance metric(s) set forth in the Cover Sheet, based on the Company’s 2025 fiscal year audited financial statements (the “Certification Date”). |
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Vesting |
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The Performance Shares issued to you will vest in accordance with the schedule set forth in the Cover Sheet.
All Performance Shares will cease vesting as of the date your employment with the Company and its subsidiaries (the “Employer”) has terminated for any reason, except as set forth herein. |
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Termination; Specified Conduct |
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Should your employment with the Employer terminate for any reason (except for in connection with a Change in Control or due to death or Disability, in each case, as provided for below) or if you engage in Specified Conduct (as defined in Exhibit A) prior to the Certification Date, you shall forfeit all rights to receive any Performance Shares. Should your employment with the Employer terminate for any reason (except for in connection with a Change in Control or due to death or Disability, in each case, as provided for below) after the Certification Date or if you engage in Specified Conduct after the Certification Date, you shall forfeit all Performance Shares that are not then vested, and such Performance Shares shall be returned to the Company automatically and for no consideration. |
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Change in Control |
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In the event of a Change in Control, the Committee may take such actions with respect to the Performance Shares as it deems appropriate pursuant to the Plan. Absent other action by the Committee:
(A) if there occurs a Change in Control, and this award is not continued or assumed by, or replaced with an award that has comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation) in accordance with the Plan, then (i) if the Change in Control occurs prior to the Certification Date, you will become vested, immediately prior to the Change in Control, in the greater of (x) the Target Number of Performance Shares, or (y) the number of Performance Shares which would have been earned based on the Company’s actual achievement of the performance metric(s) set forth in the Cover Sheet, and (ii) if the Change in Control occurs after the Certification Date, all Performance Shares that have not yet vested shall vest immediately prior to the Change in Control; and (B) if there occurs a Change in Control, and this award continues or is assumed by, or replaced with an award that has comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation) in accordance with |
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the Plan and your employment is terminated by the Employer without Cause or by you for Good Reason, in each case within 24 months following the Change in Control, then (i) upon such termination, you will become vested in the greater of (x) the Target Number of Performance Shares, or (y) the number of Performance Shares which would have been earned based on the Company’s actual achievement of the performance metric(s) set forth in the Cover Sheet through the date of such termination, and (ii) if such termination occurs after the Certification Date, all Performance Shares that have not yet vested shall vest immediately upon such termination.
For purposes of the foregoing, this award shall not be treated as continued, assumed or replaced on comparable terms unless it is continued, assumed or replaced with substantially equivalent terms, including, without limitation, continuation, replacement or assumption of the same Company performance metrics set forth in the Cover Sheet, subject to adjustment in accordance with the Plan. |
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Termination due to Death or Disability |
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Should your employment with the Employer terminate due to death or Disability, then any unvested Performance Shares will be treated as follows:
(A) if such termination occurs prior to the Certification Date, upon such termination you will become vested in a pro-rated number of Performance Shares that is equal to: (i) the greater of (x) the Target Number of Performance Shares, or (y) the number of Performance Shares which would have been earned based on the Company’s actual achievement of the performance metric(s) set forth in the Cover Sheet through the date of such termination, multiplied by, (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the termination date, and the denominator of which is the number of days in the performance period; or (B) if such termination occurs on or after the Certification Date, all Performance Shares that have been deemed earned on the Certification Date but have not yet vested shall vest upon such termination.
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Taxes |
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Unless you make an election under Section 83(b) of the Code within 30 days of the Certification Date, the value of the Performance Shares as and when they vest will be treated as wages subject to payroll withholding. The Company will satisfy the withholding obligation through a “sell to cover” whereby you irrevocably direct a securities broker approved by the Company to sell a portion of your Performance Shares that are then scheduled to vest and to deliver the sale proceeds to the Company in payment of the applicable withholding taxes. You agree to provide these directions by signing and returning the Irrevocable Standing Order to Sell Shares attached hereto, along with a signed copy of the Cover Sheet, within 60 days of the Grant Date.
The number of Shares that the broker will sell will be based on an estimate made by the broker of the Shares required to be sold to satisfy the withholding taxes. You agree that the proceeds received from the sale of Shares will be used to satisfy the withholding taxes |
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and, accordingly, you authorize the broker to pay such proceeds to the Company for such purpose. To the extent that the proceeds obtained by such sale exceed the amount necessary to satisfy the withholding taxes, such excess proceeds shall be deposited into your brokerage account and in the event of a shortfall, additional Shares may be sold and/or cash withholding may be required from you. Any remaining Shares shall be deposited into your brokerage account.
If there is not a market in the Shares or the Company determines in its sole discretion that the sell to cover procedure is not advisable or sufficient, the Company will have the right to make other arrangements to satisfy the withholding taxes due upon the vesting of the Shares with respect to the Performance Shares, including, but not limited to, the right to deduct amounts from salary or payments of any kind otherwise due to you or withhold in Shares (by transferring Shares back to the Company), provided that the Company only withholds the amount of Shares necessary to satisfy the statutory minimum withholding amount or such other amount as permitted by the Committee. If such other arrangements are made, your Irrevocable Standing Order to Sell Shares will be voided.
You represent to the Company that, as of the date you sign the Irrevocable Standing Order to Sell Shares, you are not aware of any material nonpublic information about the Company or the Shares. You and the Company have structured this Agreement to constitute a “binding contract” relating to the sale of Shares, consistent with the affirmative defense to liability under Section 10(b) of the Exchange Act under Rule 10b5-1(c) issued under such Act. |
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Restrictions on Resale |
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By signing this Agreement, you agree not to sell any Performance Shares at a time when applicable laws, regulations or Company policies prohibit a sale.
In addition, until the Performance Shares have vested pursuant to the schedule set forth in the Cover Sheet, they may not be sold, transferred, assigned, pledged, margined, or otherwise encumbered or disposed of (except for transfers and forfeitures to the Company).
The Company’s obligation to issue Performance Shares upon the Certification Date shall be subject to applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.
You shall deliver to the Chief Legal Officer of the Company, at the time of execution of this Agreement and/or at such other time or times as the Chief Legal Officer may request, one or more executed stock powers, authorizing the transfer of the Performance Shares to the Company upon forfeiture, and you shall take such other steps or perform such other actions as may be requested by the Chief Legal Officer to effect the transfer of any forfeited Performance Shares.
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Transfer of right to receive Performance Shares |
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Prior to the Vesting Date as set forth on the Cover Sheet, you cannot transfer or assign your right to receive Performance Shares. For instance, you may not sell your right to Performance Shares or use such right as security for a loan. If you attempt to do any of these things, your award will immediately become invalid. |
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Regardless of any marital property settlement agreement, the Company or a securities broker, as applicable, is not obligated to recognize your former spouse’s interest in your right to Performance Shares in any way. |
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Stockholder Rights; Dividend Equivalent Rights |
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You, or your estate or heirs, have no rights as a stockholder of the Company in respect of Performance Shares until the Certification Date. No adjustments are made for dividends or other rights if the applicable record date occurs before Shares are issued, except as described in the Plan.
On and following the Certification Date, you shall have the rights as a stockholder, subject to the restrictions set forth in this Agreement (including, without limitation, transfer restrictions and forfeiture during the vesting period); provided that, any dividends declared with respect to the Performance Shares issued to you shall be paid only if and to the extent that such Performance Shares vest. |
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Applicable Law |
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This Agreement will be interpreted and enforced under the laws of the State of Delaware. |
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409A |
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This Agreement and the Performance Shares are intended to comply with, or be exempt from, the requirements of Section 409A of the Code, and shall in all respects be administered in accordance with Section 409A of the Code. However, neither the Company nor any Affiliate of the Company shall have any responsibility or liability if the Performance Shares are not compliant with, or exempt from, Section 409A of the Code. If the Performance Shares are subject to Section 409A of the Code, payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code; and each payment hereunder shall be treated as a separate payment for purposes of Section 409A of the Code. If you are a Key Employee (and any distribution with respect to the Performance Shares is to be distributed on a separation from service, such distribution shall be postponed for six months as set forth in Section 19(f)(iii) of the Plan.
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The Plan and Other Agreements |
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The text of the Plan and any amendments thereto are incorporated in this Agreement by reference.
This Agreement, the Cover Sheet and the Plan constitute the entire understanding between you and the Company regarding the Performance Shares. Any prior agreements, commitments or negotiations concerning the Performance Shares are superseded. |
By signing the Cover Sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan.
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Exhibit A
Certain Definitions
“Specified Conduct” means, if you are party to an employment agreement that contains post-termination restrictive covenants, a breach of any such covenant, or if you are not party to an employment agreement that contains post-termination restrictive covenants, your (i) unauthorized disclosure of confidential information relating to the Company or its Affiliates, (ii) engaging, directly or indirectly, as an employee, partner, consultant, director, stockholder (other than as a passive investor in not more than 5% of the shares of any publicly traded class of securities of any business), owner, or agent in any business that is competitive with the businesses conducted by the Company and its Affiliates at the time of termination of your employment, (iii) soliciting or inducing, directly or indirectly, any former, present or prospective customer or client of the Company or its Affiliates to purchase any services or products offered by the Company or its Affiliates from any Person other than the Company or its Affiliates, or (iv) hiring, directly or indirectly, any individual who was an employee of the Company or its Affiliates within the six month period prior to termination of your employment, or soliciting or inducing, directly or indirectly, any such individual to terminate his or her employment with the Company or its Affiliates.
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IRREVOCABLE STANDING ORDER TO SELL SHARES
I have been granted an award in respect of Performance Shares (“Performance Shares”) by Sprouts Farmers Market, Inc. (the “Company”), which is evidenced by a performance share award agreement between me and the Company (the “Agreement,” copy attached). Provided that I remain employed by the Company on the applicable vesting date, the shares vest according to the provisions of the Agreement.
I understand that on the Certification Date (as defined in the Agreement), the Performance Shares will be deposited into my account at E*TRADE or such other broker the Company may engage at such time (the “Broker”) and that on the applicable vesting date, I will recognize taxable ordinary income as a result. Pursuant to the terms of the Agreement and as a condition of my receipt of the Shares, I understand and agree that, on the vesting date, I must sell a number of shares sufficient to satisfy all withholding taxes applicable to that ordinary income. Therefore, I hereby direct the Broker to sell, at the market price and on the vesting date (or the first business day thereafter if the vesting date should fall on a day when the market is closed), the number of Shares that the Company informs the Broker is sufficient to satisfy the applicable withholding taxes, which shall be calculated based on the closing price of the Company’s ordinary shares on the last trading day before the vesting date. I understand that the Broker will remit the proceeds to the Company for payment of the withholding taxes.
I understand and agree that by signing below, I am making an Irrevocable Standing Order to Sell Shares which will remain in effect until the vesting date. I also agree that this Irrevocable Standing Order to Sell Shares is in addition to and subject to the terms and conditions of any existing Account Agreement that I have with the Broker.
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Signature |
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Print Name |
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Jack L. Sinclair, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Sprouts Farmers Market, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 1, 2023 |
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/s/ Jack L. Sinclair |
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Jack L. Sinclair |
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Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Lawrence P. Molloy, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Sprouts Farmers Market, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 1, 2023 |
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/s/ Lawrence P. Molloy |
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Lawrence P. Molloy |
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Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Sprouts Farmers Market, Inc. (the “Company”), on Form 10-Q for the quarterly period ended April 2, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack L. Sinclair, Chief Executive Officer of the Company, certify, based on my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 1, 2023 |
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/s/ Jack L. Sinclair |
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Jack L. Sinclair |
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Chief Executive Officer |
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(Principal Executive Officer) |
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Sprouts Farmers Market, Inc. (the “Company”), on Form 10-Q for the quarterly period ended April 2, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lawrence P. Molloy, Chief Financial Officer of the Company, certify, based on my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 1, 2023 |
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/s/ Lawrence P. Molloy |
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Lawrence P. Molloy |
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Chief Financial Officer |
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(Principal Financial Officer) |
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.