UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~October~~April 3, ~~2021~~2022


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

For the transition period from to

Commission File Number: 001-36029

Sprouts Farmers Market, Inc.

(Exact name of registrant as specified in its charter)

Delaware

32-0331600

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5455 East High Street, Suite 111

Phoenix, Arizona 85054

(Address of principal executive offices and zip code)

(480) 814-8016

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

SFM

NASDAQ Global Select Market

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

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

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


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

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

As of ~~November~~May 2, ~~2021,~~2022, the registrant had ~~112,258,568~~109,622,826 shares of common stock, $0.001 par value per share, outstanding.

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~OCTOBER~~APRIL 3, ~~2021~~2022

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.		4

	Consolidated Balance Sheets as of ~~October~~April 3, ~~2021~~2022 (unaudited) and January ~~3, 2021~~2, 2022	4

	Consolidated Statements of Income for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020~~April 4, 2021 (unaudited)	5

	Consolidated Statements of Comprehensive Income for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020~~April 4, 2021 (unaudited)	6

	Consolidated Statements of Stockholders’ Equity for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020~~April 4, 2021 (unaudited)	7

	Consolidated Statements of Cash Flows for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020~~April 4, 2021 (unaudited)	98

	Notes to Unaudited Consolidated Financial Statements	109

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.		2321

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		3731

Item 4. Controls and Procedures.		3831

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.		3932

Item 1A. Risk Factors.		3932

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		4033

Item 6. Exhibits.		4134

Signatures		4235

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 ~~3, 2021,~~2, 2022, and our other filings with the Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


	October 3, 2021			January 3, 2021			April 3, 2022			January 2, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	260,218		$	169,697		$	324,301		$	245,287
Accounts receivable, net		19,475			14,815			13,675			21,574
Inventories		271,084			254,224			272,178			265,387
Prepaid expenses and other current assets		36,126			27,224			30,556			35,468
Total current assets		586,903			465,960			640,710			567,716
Property and equipment, net of accumulated depreciation		709,342			726,500			701,102			716,029
Operating lease assets, net		1,061,825			1,045,408			1,086,008			1,072,019
Intangible assets, net of accumulated amortization		184,960			184,960			184,960			184,960
Goodwill		368,878			368,878			368,878			368,878
Other assets		14,512			14,698			16,096			13,513
Total assets	$	2,926,420		$	2,806,404		$	2,997,754		$	2,923,115
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	171,766		$	139,337		$	165,703		$	145,901
Accrued liabilities		144,817			143,402			143,462			155,996
Accrued salaries and benefits		46,151			76,695			44,637			58,743
Accrued income tax								15,275			0
Current portion of operating lease liabilities		143,385			135,739			153,500			151,755
Current portion of finance lease liabilities		1,041			959			1,116			1,078
Total current liabilities		507,160			496,132			523,693			513,473
Long-term operating lease liabilities		1,087,586			1,069,535			1,106,716			1,095,909
Long-term debt and finance lease liabilities		259,871			260,459			259,442			259,656
Other long-term liabilities		43,562			40,912			35,743			36,306
Deferred income tax liability		60,158			58,073			60,186			57,895
Total liabilities		1,958,337			1,925,111			1,985,780			1,963,239
Commitments and contingencies (Note 6)
Stockholders’ equity:
Undesignated preferred stock; $0.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding		—			—			0			0
Common stock, $0.001 par value; 200,000,000 shares authorized, 113,155,419 shares issued and outstanding, October 3, 2021; 117,953,435 shares issued and outstanding, January 3, 2021		113			118
Common stock, $0.001 par value; 200,000,000 shares authorized, 110,243,288 shares issued and outstanding, April 3, 2022; 111,114,374 shares issued and outstanding, January 2, 2022								110			111
Additional paid-in capital		699,870			686,648			711,712			704,701
Accumulated other comprehensive loss		(5,351	)		(8,474	)		(1,263	)		(3,758	)
Retained earnings		273,451			203,001			301,415			258,822
Total stockholders’ equity		968,083			881,293			1,011,974			959,876
Total liabilities and stockholders’ equity	$	2,926,420		$	2,806,404		$	2,997,754		$	2,923,115

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

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


	Thirteen weeks ended				Thirty-nine weeks ended					Thirteen weeks ended
	October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020			April 3, 2022		April 4, 2021
Net sales	$	1,509,633	$	1,577,598	$	4,607,073	$	4,866,925		$	1,641,161	$	1,575,447
Cost of sales		969,904		992,829		2,931,089		3,075,665			1,029,413		989,273
Gross profit		539,729		584,769		1,675,984		1,791,260			611,748		586,174
Selling, general and administrative expenses		423,416		475,053		1,299,498		1,400,234			459,910		439,662
Depreciation and amortization (exclusive of depreciation included in cost of sales)		30,377		31,067		92,036		92,637			31,820		31,229
Store closure and other costs, net		128		268		1,757		(344	)		377		2,048
Income from operations		85,808		78,381		282,693		298,733			119,641		113,235
Interest expense, net		2,911		3,117		8,840		11,681			3,039		2,991
Income before income taxes		82,897		75,264		273,853		287,052			116,602		110,244
Income tax provision		19,030		15,023		65,924		67,999			28,295		27,196
Net income	$	63,867	$	60,241	$	207,929	$	219,053		$	88,307	$	83,048
Net income per share:
Basic	$	0.56	$	0.51	$	1.78	$	1.86		$	0.80	$	0.70
Diluted	$	0.56	$	0.51	$	1.77	$	1.85		$	0.79	$	0.70
Weighted average shares outstanding:
Basic		114,201		117,947		116,497		117,775			110,903		118,044
Diluted		114,818		118,450		117,252		118,157			111,833		118,607

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

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN THOUSANDS)


	Thirteen weeks ended						Thirty-nine weeks ended						Thirteen weeks ended
	October 3, 2021			September 27, 2020			October 3, 2021			September 27, 2020			April 3, 2022			April 4, 2021
Net income	$	63,867		$	60,241		$	207,929		$	219,053		$	88,307		$	83,048

Other comprehensive income (loss), net of tax
Unrealized gains (losses) on cash flow hedging activities, net of income tax of $707, $606, $2,192 and ($927)		2,044			1,755			6,339			(2,681	)
Reclassification of net gains (losses) on cash flow hedges to net income, net of income tax of ($372), ($345), ($1,112) and ($734)		(1,076	)		(1,000	)		(3,216	)		(2,121	)
Unrealized gains (losses) on cash flow hedging activities, net of income tax of $1,240 and $800														3,586			2,314
Reclassification of net gains (losses) on cash flow hedges to net income, net of income tax of ($377) and ($370)														(1,091	)		(1,070	)
Total other comprehensive income (loss)		968			755			3,123			(4,802	)		2,495			1,244

Comprehensive income	$	64,835		$	60,996		$	211,052		$	214,251		$	90,802		$	84,292

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

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)


For the thirteen and thirty-nine weeks ended October 3, 2021
For the thirteen weeks ended April 3, 2022																		For the thirteen weeks ended April 3, 2022

	Shares			Common Stock			Additional Paid In Capital		(Accumulated Deficit) Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity				Shares			Common Stock			Additional Paid In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balances at July 4, 2021		115,180,832		$	115		$	695,745	$	259,582		$	(6,319	)	$	949,123
Balances at January 2, 2022																				111,114,374		$	111		$	704,701	$	258,822		$	(3,758	)	$	959,876
Net income		—			—			—		63,867			—			63,867				—			—			—		88,307			—			88,307
Other comprehensive income (loss)		—			—			—		—			968			968				—			—			—		—			2,495			2,495
Issuance of shares under stock plans		54,007			—			672		—			—			672				610,101			—			2,555		—			—			2,555
Repurchase and retirement of common stock		(2,079,420	)		(2	)		—		(49,998	)		—			(50,000	)			(1,481,187	)		(1	)		—		(45,714	)		—			(45,715	)
Share-based compensation		—			—			3,453		—			—			3,453				—			—			4,456		—			—			4,456
Balances at October 3, 2021		113,155,419		$	113		$	699,870	$	273,451		$	(5,351	)	$	968,083
Balances at April 3, 2022																				110,243,288		$	110		$	711,712	$	301,415		$	(1,263	)	$	1,011,974

	Shares			Common Stock			Additional Paid In Capital		(Accumulated Deficit) Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balances at January 3, 2021		117,953,435		$	118		$	686,648	$	203,001		$	(8,474	)	$	881,293
Net income		—			—			—		207,929			—			207,929
Other comprehensive income (loss)		—			—			—		—			3,123			3,123
Issuance of shares under stock plans		562,021			—			1,918		—			—			1,918
Repurchase and retirement of common stock		(5,360,037	)		(5	)		—		(137,479	)		—			(137,484	)
Share-based compensation		—			—			11,304		—			—			11,304
Balances at October 3, 2021		113,155,419		$	113		$	699,870	$	273,451		$	(5,351	)	$	968,083


For the thirteen weeks ended April 4, 2021

	Shares			Common Stock		Additional Paid In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balances at January 3, 2021		117,953,435		$	118	$	686,648	$	203,001		$	(8,474	)	$	881,293
Net income		—			—		—		83,048			—			83,048
Other comprehensive income (loss)		—			—		—		—			1,244			1,244
Issuance of shares under stock plans		371,109			—		881		—			—			881
Repurchase and retirement of common stock		(129,968	)		—		—		(3,209	)		—			(3,209	)
Share-based compensation		—			—		3,613		—			—			3,613
Balances at April 4, 2021		118,194,576		$	118	$	691,142	$	282,840		$	(7,230	)	$	966,870

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

~~SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

~~(UNAUDITED)~~

~~(IN THOUSANDS, EXCEPT SHARE AMOUNTS)~~

For the thirteen and thirty-nine weeks ended September 27, 2020

Shares

Common
Stock

Additional
Paid In
Capital

(Accumulated
Deficit)
Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders’
Equity

Balances at June 28, 2020

117,944,450

$
117

$
679,036

$
74,363

$
(10,239
)

$
743,277

Net income

—

—

—

60,241

—

60,241

Other comprehensive income (loss)

—

—

—

—

755

755

Issuance of shares under stock plans

5,826

—

—

—

—

—

Share-based compensation

—

—

3,673

—

—

3,673

Balances at September 27, 2020

117,950,276

$
117

$
682,709

$
134,604

$
(9,484
)

$
807,946

Shares

Common
Stock

Additional
Paid In
Capital

(Accumulated
Deficit)
Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders’
Equity

Balances at December 29, 2019

117,452,918

$
117

$
670,966

$
(84,449
)

$
(4,682
)

$
581,952

Net income

—

—

—

219,053

—

219,053

Other comprehensive income (loss)

—

—

—

—

(4,802
)

(4,802
)
Issuance of shares under stock plans

497,358

—

1,343

—

—

1,343

Share-based compensation

—

—

10,400

—

—

10,400

Balances at September 27, 2020

117,950,276

$
117

$
682,709

$
134,604

$
(9,484
)

$
807,946

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

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)


	Thirty-nine weeks ended						Thirteen weeks ended
	October 3, 2021			September 27, 2020			April 3, 2022			April 4, 2021
Cash flows from operating activities
Operating activities
Net income	$	207,929		$	219,053		$	88,307		$	83,048
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		94,422			94,748			32,720			31,841
Operating lease asset amortization		80,295			71,765			28,043			25,816
Store closure and other costs, net		—			(321	)		171			0
Share-based compensation		11,304			10,400			4,456			3,613
Deferred income taxes		2,085			228			2,291			2,757
Other non-cash items		883			1,996			313			207
Changes in operating assets and liabilities:
Accounts receivable		12,999			7,372			9,770			8,795
Inventories		(16,860	)		18,724			(6,790	)		(16,733	)
Prepaid expenses and other current assets		(6,001	)		(8,937	)		3,613			(7,747	)
Other assets		(2,834	)		(2,575	)		1,757			(1,078	)
Accounts payable		29,479			45,806			27,645			27,004
Accrued liabilities		1,046			(7	)		(6,857	)		(10,568	)
Accrued salaries and benefits		(30,544	)		23,577			(14,106	)		(32,959	)
Accrued income tax		—			2,083			15,275			16,251
Operating lease liabilities		(88,664	)		(79,602	)		(32,180	)		(28,719	)
Other long-term liabilities		1,120			5,954			(1,399	)		3,910
Cash flows from operating activities		296,659			410,264			153,029			105,438
Cash flows from investing activities
Investing activities
Purchases of property and equipment		(70,010	)		(95,874	)		(27,227	)		(16,605	)
Cash flows used in investing activities		(70,010	)		(95,874	)		(27,227	)		(16,605	)
Cash flows from financing activities

Payments on revolving credit facilities		—			(263,000	)
Financing activities
Payments on finance lease liabilities		(507	)		(474	)		(176	)		(163	)
Payments of deferred financing costs								(3,373	)		0
Repurchase of common stock		(137,484	)		—			(45,715	)		(3,209	)
Proceeds from exercise of stock options		1,918			1,343			2,555			881
Cash flows used in financing activities		(136,073	)		(262,131	)		(46,709	)		(2,491	)
Increase in cash, cash equivalents, and restricted cash		90,576			52,259			79,093			86,342
Cash, cash equivalents, and restricted cash at beginning of the period		171,441			86,785			247,004			171,441
Cash, cash equivalents, and restricted cash at the end of the period	$	262,017		$	139,044		$	326,097		$	257,783

Supplemental disclosure of cash flow information
Cash paid for interest	$	8,710		$	11,513		$	3,044		$	2,974
Cash paid for income taxes		65,783			63,393
Cash refunded for income taxes								(46	)		(226	)
Leased assets obtained in exchange for new operating lease liabilities		96,713			90,751			42,176			23,863

Supplemental disclosure of non-cash investing and financing activities
Property and equipment in accounts payable	$	19,228		$	13,016
Property and equipment in accounts payable and accrued liabilities							$	15,666		$	6,532

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

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

Sprouts Farmers Market, Inc., a Delaware corporation, through its subsidiaries, operates as a healthy grocery store that offers a unique grocery experience featuring an open layout with fresh produce at the heart of the store. The Company continues to bring the latest in wholesome, innovative products made with lifestyle-friendly ingredients such as organic, plant-based and gluten-free. As of ~~October~~April 3, ~~2021,~~2022, the Company operated ~~366~~379 stores in 23 states. The “Company” is used to refer collectively to Sprouts Farmers Market, Inc. and unless the context otherwise requires, its subsidiaries.

The accompanying unaudited consolidated financial statements include the accounts of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The information included in these consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended January ~~3, 2021~~2, 2022 (“fiscal year ~~2020”~~2021”) included in the Company’s Annual Report on Form 10-K, filed on February ~~25, 2021.~~24, 2022.

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

The Company reports its results of operations on a 52- or 53-week fiscal calendar ending on the Sunday closest to December 31. The fiscal year ending January ~~2, 2022~~1, 2023 (“fiscal year ~~2021”~~2022”) ~~is a 52-week year~~ and fiscal year ~~2020 was a 53-week year.~~2021 are 52-week years. The Company reports its results of operations on a 13-week quarter, except for 53-week fiscal years (in which the fourth quarter has 14 weeks).

All dollar amounts are in thousands, unless otherwise noted.

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. Summary of Significant Accounting Policies

Revenue Recognition

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

Balance at
January 3, 2021

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

Revenue Recognized from
Beginning Liability

Balance at
October 3, 2021

Gift card liability, net

$
15,888

$
3,742

$
(8,076
)

$
11,554


	Balance at January 2, 2022		Gift Cards Issued During Current Period but Not Redeemed(1)		Revenue Recognized from Beginning Liability			Balance at April 3, 2022
Gift card liability, net	$	12,586	$	1,192	$	(3,276	)	$	10,502

~~(a)~~(1) net of estimated breakage

~~SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

The Company does not have any material contract assets or receivables from contracts with customers, any revenue recognized in the current period from performance obligations satisfied in previous periods, or any remaining performance obligations as of ~~October~~April 3, ~~2021.~~2022.

Restricted Cash

Restricted cash relates to defined benefit plan forfeitures as well as healthcare, general liability and workers’ compensation restricted funds of approximately $1.8 million and $1.7 million as of ~~October~~April 3, ~~2021~~2022 and January ~~3, 2021,~~2, 2022, respectively. These balances are included in prepaid expenses and other current assets in the consolidated balance sheets.

Recently Adopted Accounting Pronouncements

~~Income Taxes – Accounting for Income Taxes~~

In December 2019, the FASB issued ASU no. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” Among other things, the amendment removes certain exceptions for periods with operating losses, and reduces the complexity surrounding hybrid tax regimes, step up in tax basis of goodwill in conjunction with a business combination, and timing of enacting changes in tax laws during interim periods. The Company adopted this standard effective ~~January 4, 2021~~ ~~on a prospective basis. There was no impact on the Company’s consolidated financial statements.~~

~~Recently Issued Accounting Pronouncements Not Yet Adopted~~

Reference Rate Reform

In March 2020 and January 2021, the FASB issued ASU no. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and ASU 2021-01, “Reference Rate Reform (Topic 848): Scope,” respectively. The amendments in these updates provide optional expedients and exceptions for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. ~~Generally,~~In the ~~guidance allows contract modifications related~~thirteen weeks ended April 3, 2022, the Company adopted certain optional expedients provided under Topic 848 that permit its hedging relationships to continue without de-designation upon changes due to reference rate ~~reform~~reform. The adoption of this guidance resulted in no material impact to ~~be considered events that do not require remeasurements or reassessments of previous~~the Company’s consolidated financial statements. See Note 9, “Derivative Financial Instruments” for more information on our hedging activities. The optional expedients and accounting ~~determinations at the modification date. These updates only apply to modifications made prior to~~relief in Topic 848 remain effective through December 31, 2022. No such modifications occurred in the period ending October 3, 2021. The Company expects to utilize this optional guidance but does not expect it to have a material impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

No other new accounting pronouncements issued or effective during the thirteen weeks ended ~~October~~April 3, ~~2021~~2022 had, or are expected to have, a material impact on the Company’s consolidated financial statements.

310

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. Fair Value Measurements

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

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

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

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

~~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 valuation of derivative instruments, impairment analysis of goodwill, intangible assets and long-lived assets.

The following tables present the fair value hierarchy for the Company’s financial liabilities measured at fair value on a recurring basis as of ~~October~~April 3, ~~2021~~2022 and January ~~3, 2021:~~2, 2022:


October 3, 2021	Level 1		Level 2		Level 3		Total
April 3, 2022									Level 1		Level 2		Level 3		Total
Long-term debt	$	—	$	250,000	$	—	$	250,000	$	—	$	250,000	$	—	$	250,000
Interest rate swap liability		—		7,281		—		7,281		—		1,771		—		1,771
Total financial liabilities	$	—	$	257,281	$	—	$	257,281	$	—	$	251,771	$	—	$	251,771

January 3, 2021	Level 1		Level 2		Level 3		Total
January 2, 2022									Level 1		Level 2		Level 3		Total
Long-term debt	$	—	$	250,000	$	—	$	250,000	$	—	$	250,000	$	—	$	250,000
Interest rate swap liability		—		11,451		—		11,451		—		5,107		—		5,107
Total financial liabilities	$	—	$	261,451	$	—	$	261,451	$	—	$	255,107	$	—	$	255,107

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

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

Cash, cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and accrued salaries and benefits approximate fair value because of the short maturity of those instruments. Based on comparable open market transactions, the fair value of the long-term debt approximated carrying value as of ~~October~~April 3, ~~2021~~2022 and January ~~3, 2021.~~2, 2022.

4. Long-Term Debt and Finance Lease Liabilities

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

As of

Facility

Maturity

Interest Rate

October 3, 2021

January 3, 2021

Senior secured debt

$700.0 million Credit Agreement

March 27, 2023

Variable

$
250,000

$
250,000

Finance lease liabilities

Various

n/a

9,871

10,459

Long-term debt and finance lease liabilities

$
259,871

$
260,459


			As of
Facility	Maturity	Interest Rate	April 3, 2022		January 2, 2022
Senior secured debt
$700.0 million Credit Agreement	March 25, 2027	Variable	$	250,000	$	—
Former Credit Facility	March 27, 2023	Variable		—		250,000
Finance lease liabilities	Various	n/a		9,442		9,656
Long-term debt and finance lease liabilities			$	259,442	$	259,656

~~Senior Secured Revolving Credit Facility~~

The Company’s subsidiary, Sprouts Farmers Markets Holdings, LLC (“Intermediate Holdings”), is the borrower under an amended and restated credit agreement entered into on March 27, 2018 (the “Amended and Restated Credit Agreement”) to amend and restate the Company’s former’s senior secured credit facility, dated April 17, 2015 (the “Former Credit Facility”). The Amended and Restated Credit Agreement provides for a revolving credit facility with an initial aggregate commitment of $~~700.0~~ ~~million, an increase from $450.0~~ ~~million from the Former Credit Facility, which may be increased from time to time pursuant to an expansion feature set forth in the Amended and Restated Credit Agreement.~~

1211

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

New Credit Agreement

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

The Company capitalized debt issuance costs of $~~2.1~~3.4 million related to the ~~Amended and Restated~~ Credit Agreement, which, combined with the remaining $~~0.7~~0.5 million debt issuance costs ~~for~~in respect of that certain amended and restated credit agreement entered into on March 27, 2018, by and among the ~~Former~~Company, Intermediate Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Former Credit ~~Facility,~~Facility”), which remained outstanding as of the time of Intermediate Holdings’ entry into the Credit Agreement, are being amortized on a straight-line basis to interest expense over the five-year term of the ~~Amended and Restated~~ Credit Agreement.

The ~~Amended and Restated~~ Credit Agreement ~~also~~ provides for a $70.0 million letter of credit sub-facility (the "Letter of Credit Sub-Facility") and a $~~15.0~~50.0 million swingline facility. Letters of credit issued under the ~~Amended and Restated~~ Credit Agreement reduce ~~its borrowing capacity.~~the capacity of Intermediate Holdings to borrow under the Revolving Credit Facility. Letters of credit totaling $~~28.3~~24.8 million have been issued asunder the Letter of ~~October 3, 2021,~~Credit Sub-Facility, primarily to support the Company’s insurance programs.

On March 6, 2019, Intermediate Holdings entered into an amendment to the Amended and Restated Credit Agreement intended to align the treatment of certain lease accounting terms with the Company’s adoption of ASC 842. This amendment had no impact on borrowing capacity, interest rate, or maturity.

Guarantees

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

Interest and Fees

Loans under the ~~Amended and Restated~~ Credit Agreement will initially ~~bore~~bear interest, at ~~LIBOR~~at the Company's option, either at the Term SOFR (with a floor of 0.00%) plus a ~~1.50~~0.10% SOFR adjustment and 1.00% per annum or ~~prime~~base rate (with a floor of 0.00%) plus ~~0.50~~0.00%. per annum. The interest rate margins are subject to ~~adjustment~~upward adjustments pursuant to a pricing grid based on the Company’s total net leverage ratio as set forth in the ~~Amended~~Credit Agreement and ~~Restated~~to upward or downward adjustments of up to 0.05% based upon the achievement of certain diversity and sustainability-linked metric thresholds, as set forth in the Credit Agreement.

Under the terms of the ~~Amended and Restated~~ Credit Agreement, the Company is obligated to pay a commitment fee on the available unused amount of the commitments, which commitment fee ranges between ~~0.15~~0.10% to ~~0.30~~0.225% per annum, ~~also~~ pursuant to a pricing grid based on the Company’s total net leverage ratio. The commitment fees are subject to upward or downward adjustments of up to 0.01% based upon the achievement of certain diversity and sustainability-linked metric thresholds, as set forth in the Credit Agreement.

As of ~~October~~April 3, ~~2021,~~2022, loans outstanding under the ~~Amended and Restated~~ Credit Agreement bore interest at ~~LIBOR~~Term SOFR (as defined in the Credit Agreement) plus a ~~1.25~~0.10% SOFR adjustment and 1.00% per annum or prime plus ~~0.25~~0.00%.

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

As of ~~October~~April 3, ~~2021,~~2022, outstanding letters of credit issued under the ~~Amended and Restated~~ Credit Agreement were subject to a participation fee of ~~1.25~~1.00% per annum and an issuance fee of 0.125% per annum.

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Payments and Borrowings

The ~~Amended and Restated~~ Credit Agreement is scheduled to mature, and the commitments thereunder will terminate on March ~~27, 2023~~25, 2027, subject to extensions as set forth therein.

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

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

During the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 3, ~~2021,~~2022, the Company made 0 additional borrowings or principal payments, resulting in total outstanding debt under the ~~Amended and Restated~~ Credit Agreement of $250.0 million as of ~~October~~April 3, ~~2021. During~~2022.

Covenants

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

•

incur additional indebtedness;

•

grant additional liens;

•

enter into sale-leaseback transactions;

•

make loans or investments;

•

merge, consolidate or enter into acquisitions;

•

pay dividends or distributions;

•

enter into transactions with affiliates;

•

enter into new lines of business;

•

modify the terms of certain debt or other material agreements; and

•

change its fiscal ~~year 2020,~~year.

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

In addition, the Credit Agreement requires that the Company ~~made~~and its subsidiaries maintain a maximum total net leverage ratio not to exceed 03.75 ~~additional borrowings~~to 1.00, which ratio may be increased from time to time in connection with certain permitted acquisitions pursuant to conditions as set forth in the Credit Agreement, and ~~made~~ a ~~total of $~~minimum interest coverage ratio not to be less than ~~288.0~~3.00 ~~million~~to 1.00. Each of ~~principal payments, resulting~~these covenants is tested as of the last day of each fiscal quarter.

The Company was in ~~total outstanding debt~~compliance with all applicable covenants under the ~~Amended and Restated~~ Credit Agreement as of $April 3, 2022.~~250.0~~

~~million at January 3, 2021.~~

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

~~Covenants~~

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



~~incur additional indebtedness;~~



~~grant additional liens;~~



~~enter into sale-leaseback transactions;~~



~~make loans or investments;~~



~~merge, consolidate or enter into acquisitions;~~



~~pay dividends or distributions;~~



~~enter into transactions with affiliates;~~



~~enter into new lines of business;~~



~~modify the terms of debt or other material agreements; and~~



~~change its fiscal year.~~

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

~~In addition, the Amended and Restated Credit Agreement requires that the Company and its subsidiaries maintain a maximum total net leverage ratio not to exceed~~ ~~3.25~~ ~~to 1.00 and minimum interest coverage ratio not to be less than~~ ~~1.75~~ ~~to 1.00. Each of these covenants is tested on the last day of each fiscal quarter.~~

~~The Company was in compliance with all applicable covenants under the Amended and Restated Credit Agreement as of October 3, 2021.~~

5. Income Taxes

The Company’s effective tax rate ~~increased~~decreased to ~~23.0~~24.3% for the thirteen weeks ended ~~October~~April 3, ~~2021,~~2022, compared to ~~20.0~~24.7% for the thirteen weeks ended ~~September 27, 2020. The increase in the effective tax rate was primarily due to a~~April 4, 2021.The decrease ~~in return to provision benefit compared to the prior year period.~~

~~The Company’s effective tax rate increased to~~ ~~24.1% for the thirty-nine weeks ended October 3, 2021, compared to~~ ~~23.7% for the thirty-nine weeks ended September 27, 2020.The increase~~ in the effective tax rate is primarily due to an increase in benefit from share-based payment awards in the current period, partially offset by a decrease in ~~return to provision benefit compared~~enhanced charitable contributions due to the ~~prior year period.~~expiration of CARES Act benefits. The income tax effect resulting from excess tax ~~detriments/(benefits)~~benefits of share-based payment awards were ($$~~0.2~~1.5) million and $~~0.5~~0.1 million for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020,~~April 4, 2021, respectively.

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

~~SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

6. Commitments and Contingencies

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

~~“Phishing” Scam Actions~~

~~In April 2016,~~ 4 ~~complaints were filed,~~ 2 ~~in the federal courts of California,~~ 1 ~~in the Superior Court of California and~~ 1 in the federal court in the District of Colorado, each on behalf of a purported class of the Company’s current and former team members whose personally identifiable information (“PII”) was inadvertently disclosed to an unauthorized third party that perpetrated an email “phishing” scam against one of the Company’s team members. The complaints alleged the Company failed to properly safeguard the PII in accordance with applicable law. The complaints sought damages on behalf of the purported class in unspecified amounts, attorneys’ fees and litigation expenses. On March 1, 2019, a number of individual plaintiffs filed arbitration demands. On May 15, 2019, certain other plaintiffs filed a second amended class action complaint in the District of Arizona, alleging that certain subclasses of team members are not subject to the Company’s arbitration agreement and attempted to pursue those team members’ claims in federal court. In late August 2019, the Company reached an agreement in principle to settle the majority of these claims, which were funded in the fourth quarter of 2019. Primary funding for the settlement came from the Company’s cyber insurance policy, and the settlement did not have a material impact on the consolidated financial statements. ~~Following the group settlement,~~ 3 ~~(3) individual claimants planned to proceed with arbitration of their claims. The~~ 3 ~~individual arbitrations were settled in late June and early July 2020, with immaterial settlement amounts fully funded by the Company’s cyber insurance policy.~~

Proposition 65 Coffee Action

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

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

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

1514

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. Stockholders’ Equity

Share Repurchases

On March ~~3, 2021,~~2, 2022, the ~~Company’s~~Company's board of directors authorized a new $~~300~~600 million share repurchase program for its common stock. The new authorization replaced the Company's then-existing share repurchase authorization of $300 million that was due to expire on March 3, 2024, of which $99.8 million remained available upon its replacement. No further shares may be repurchased under the $300 million authorization. The following table outlines the common stock share repurchase programs authorized by the Company’s board of directors and the related repurchase activity and available authorization as of ~~October~~April 3, ~~2021.~~2022.

Effective date

Expiration date

Amount
authorized

Cost of
repurchases

Authorization
available

February 20, 2018

December 31, 2019

$
350,000

$
308,017

$
—

March 3, 2021

March 3, 2024

$
300,000

$
137,484

$
162,516


Effective date	Expiration date	Amount authorized		Cost of repurchases		Authorization available
March 3, 2021	March 2, 2022	$	300,000	$	200,200	$	0
March 2, 2022	December 31, 2024	$	600,000	$	33,858	$	566,142

The shares under the Company’s repurchase programs may be purchased on a discretionary basis from time to time through ~~March 3, 2024,~~the applicable expiration date, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The board’s authorization of the share repurchase programs does not obligate the Company to acquire any particular amount of common stock, and the repurchase programs may be commenced, suspended, or discontinued at any time.

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


	Thirteen weeks ended				Thirty-nine weeks ended				Thirteen weeks ended
	October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020		April 3, 2022		April 4, 2021
Number of common shares acquired		2,079,420		0		5,360,037		0		1,481,187		129,968
Average price per common share acquired	$	24.05	$	0	$	25.65	$	0	$	30.86	$	24.69
Total cost of common shares acquired	$	50,000	$	0	$	137,484	$	0	$	45,715	$	3,209

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

Subsequent to ~~October~~April 3, ~~2021~~2022 and through ~~November 4, 2021,~~May 2, 2022, we repurchased an additional ~~0.9~~0.6 million shares of common stock for $20.0 million.

8. Net Income Per Share

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

1615

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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


	Thirteen weeks ended				Thirty-nine weeks ended				Thirteen weeks ended
	October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020		April 3, 2022		April 4, 2021
Basic net income per share:
Net income	$	63,867	$	60,241	$	207,929	$	219,053	$	88,307	$	83,048
Weighted average shares outstanding		114,201		117,947		116,497		117,775		110,903		118,044
Basic net income per share	$	0.56	$	0.51	$	1.78	$	1.86	$	0.80	$	0.70
Diluted net income per share:
Net income	$	63,867	$	60,241	$	207,929	$	219,053	$	88,307	$	83,048
Weighted average shares outstanding - basic		114,201		117,947		116,497		117,775		110,903		118,044
Dilutive effect of share-based awards:
Assumed exercise of options to purchase shares		197		160		211		14		347		139
RSUs		245		318		376		315		470		404
RSAs		—		—		—		12
PSAs		175		25		168		41		113		20
Weighted average shares and equivalent shares outstanding		114,818		118,450		117,252		118,157		111,833		118,607
Diluted net income per share	$	0.56	$	0.51	$	1.77	$	1.85	$	0.79	$	0.70

For the thirteen weeks ended ~~October~~April 3, ~~2021,~~2022, the Company had ~~0.5~~0.2 million options, 0.5 million RSUs, and ~~0.3~~0.5 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met. For the thirteen weeks ended ~~September 27, 2020, the Company had~~ ~~0.2~~ ~~million options and~~ ~~0.3~~ million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met.

~~For the thirty-nine weeks ended October 3,~~April 4, 2021, the Company had ~~0.5~~ ~~million options and~~ ~~0.3~~ million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met. For the thirty-nine weeks ended September 27, 2020, the Company had ~~0.2~~0.6 million options, ~~0.1~~0.4 million RSUs, and ~~0.3~~0.5 million PSAs outstanding which were excluded from the computation of diluted net income per share as those awards would have been antidilutive or were performance awards with performance conditions not yet deemed met.

9. Derivative Financial Instruments

The Company entered into an interest rate swap agreement in December 2017 to manage its cash flow associated with variable interest rates. This forward contract has been designated and qualifies as a cash flow hedge, and its change in fair value is recorded as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the forecasted transaction occurs. The forward contract initially consisted of 5 cash flow hedges, of which 21 ~~were~~was outstanding at ~~October~~April 3, ~~2021.~~2022. To qualify as a hedge, the Company needs to formally document, designate and assess the effectiveness of the transactions that receive hedge accounting.

~~SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

The notional dollar amount of the ~~two~~1 outstanding ~~swaps~~swap was $250.0 million at ~~October~~April 3, ~~2021~~2022 and January ~~3, 2021,~~2, 2022, under which the Company pays a fixed rate and receives a variable rate of interest (cash flow swap). The cash flow ~~swaps hedge~~swap hedges the change in interest rates on debt related to fluctuations in interest rates and ~~each have~~has a length of one year ~~and mature annually from~~ ~~2021~~ to, maturing in 2022. ~~These~~This interest rate ~~swaps have~~swap has been designated and ~~qualify~~qualifies as a cash flow ~~hedges~~hedge and ~~have~~has met the requirements to assume 0 ineffectiveness. The Company reviews the effectiveness of its hedging instruments on a quarterly basis. During the thirteen weeks ended April 3, 2022, the Company elected to apply certain hedge accounting optional expedients allowed under Topic 848. The expedients allow the Company to continue the method of assessing effectiveness as documented in the original hedge documentation and allows the reference rate on the hypothetical derivative to match the reference rate on the hedging instrument.

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

As of
October 3, 2021

As of
January 3, 2021

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Interest rate swaps

Accrued liabilities

$
1,479

Accrued liabilities

$
5,695

Interest rate swaps

Other long-term liabilities

5,802

Other long-term liabilities

5,756

As of
April 3, 2022

As of
January 2, 2022

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Interest rate swaps

Accrued liabilities

1,771

Accrued liabilities

5,107

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


	Thirteen weeks ended				Thirty-nine weeks ended				Thirteen weeks ended
	October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020		April 3, 2022		April 4, 2021
Consolidated Statements of Income Classification
Interest expense, net	$	1,448	$	1,345	$	4,328	$	2,855	$	1,468	$	1,440

~~SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

10. Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (loss) for the ~~thirty-nine~~thirteen weeks ended ~~September 27, 2020~~April 4, 2021 and ~~October~~April 3, ~~2021.~~2022.


	Cash Flow Hedges
~~Balance at December 29, 2019~~	$	(~~4,682~~	)
~~Other comprehensive income (loss), net of tax~~
~~Unrealized losses on cash flow hedging activities, net of income tax of ($927~~)		(~~2,681~~	)
Reclassification of net losses on cash flow hedges to net income, net of income ��tax of ($~~734~~)		(~~2,121~~	)
~~Total other comprehensive income (loss)~~		(~~4,802~~	)
~~Balance at September 27, 2020~~	$	(~~9,484~~	)

Balance at January 3, 2021	$	(8,474	)
Other comprehensive income (loss), net of tax
Unrealized gains on cash flow hedging activities, net of income tax of $~~2,192~~800		~~6,339~~2,314
Reclassification of net losses on cash flow hedges to net income, net of income tax of ($~~1,112~~370)		(~~3,216~~1,070	)
Total other comprehensive income (loss)		~~3,123~~1,244
Balance at ~~October 3,~~April 4, 2021	$	(~~5,351~~7,230	)

Balance at January 2, 2022	$	(3,758	)
Other comprehensive income (loss), net of tax
Unrealized gains on cash flow hedging activities, net of income tax of $1,240		3,586
Reclassification of net losses on cash flow hedges to net income, net of income tax of ($377)		(1,091	)
Total other comprehensive income (loss)		2,495
Balance at April 3, 2022	$	(1,263	)

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

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11. Segments

The Company has 1 reportable and ~~one~~1 operating segment, healthy grocery stores.

In accordance with ASC 606, the following table represents a disaggregation of revenue for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020.~~April 4, 2021.


	Thirteen weeks ended								Thirteen weeks ended
	October 3, 2021				September 27, 2020				April 3, 2022				April 4, 2021
Perishables	$	867,880	57.5	%	$	918,860	58.2	%	$	952,087	58.0	%	$	910,968	57.8	%
Non-Perishables		641,753	42.5	%		658,738	41.8	%		689,074	42.0	%		664,479	42.2	%
Net Sales	$	1,509,633	100.0	%	$	1,577,598	100.0	%	$	1,641,161	100.0	%	$	1,575,447	100.0	%

	Thirty-nine weeks ended
	October 3, 2021				September 27, 2020
Perishables	$	2,668,532	57.9	%	$	2,782,084	57.2	%
Non-Perishables		1,938,541	42.1	%		2,084,841	42.8	%
Net Sales	$	4,607,073	100.0	%	$	4,866,925	100.0	%

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

~~SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

12. Share-Based Compensation

2013 Incentive Plan

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

Awards Granted

During the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021,~~2022, the Company granted the following share-based compensation awards under the 2013 Incentive Plan:


Grant Date	RSUs		PSAs		Options		RSUs		PSAs		Options
March 16, 2021		356,503		178,780		404,016
June 9, 2021		50,839		—		6,493
September 7, 2021		25,579		—		11,128
September 20, 2021		168,137		—		—
March 15, 2022								370,177		147,846		211,352
March 21, 2022								104,913		14,260		20,270
Total		601,058		178,780		421,637		475,090		162,106		231,622
Weighted-average grant date fair value	$	24.11	$	24.42	$	7.66	$	31.60	$	31.52	$	10.58
Weighted-average exercise price		0		0	$	24.45		0		0	$	31.52

The aggregate number of shares of common stock that may be issued to team members and directors under the 2013 Incentive Plan may not exceed 10,089,072. Shares subject to awards granted under the 2013 Incentive Plan which are subsequently forfeited, expire unexercised or are otherwise not issued will not be treated as having been issued for purposes of the share limitation. As of ~~October~~April 3, ~~2021,~~2022, there were ~~2,746,105~~3,037,733 stock awards outstanding and ~~3,673,561~~2,756,557 shares remaining available for issuance under the 2013 Incentive Plan.

Stock Options

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

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

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

RSUs

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

PSAs

~~PSAs granted in 2017 were subject to the Company achieving certain earnings per share performance targets during fiscal year 2017.~~ ~~The criteria was based on a range of performance targets in which grantees could earn between~~ 10~~% and~~ ~~150% of the base number of awards granted.~~ ~~The performance conditions with respect to fiscal year 2017 earnings per share were deemed to have been met, and the PSAs vested~~ 50~~% on the second anniversary of the grant date (March 2019) and vested~~ 50~~% on the third anniversary of the grant date (March 2020). There were~~ 0 ~~outstanding 2017 PSAs as of October 3, 2021.~~

~~SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

PSAs granted in 2018 were subject to the Company achieving certain earnings before interest and taxes (“EBIT”) performance targets for the 2020 fiscal year. The criteria was based on a range of performance targets in which grantees may earn 0% to 200% of the base number of awards granted. The performance conditions with respect to fiscal year 2020 EBIT were deemed to have been met, and the PSAs vested at the maximum pay out level on the third anniversary of the grant date (March 2021). ~~During the thirty-nine weeks ended October 3, 2021,~~ ~~31,544~~ ~~of the 2018 PSAs vested.~~ There were 0 outstanding 2018 PSAs as of ~~October~~April 3, ~~2021.~~2022.

PSAs granted in 2019 are subject to the Company achieving certain EBIT performance targets for the 2021 fiscal year. The criteria is based on a range of performance targets in which grantees may earn 0% to 200% of the base number of awards granted. IfThe performance conditions ~~are~~with respect to fiscal year 2021 EBIT were deemed to have been met, and the ~~applicable number of performance shares will vest~~PSAs vested at the maximum pay out level on the third anniversary of the grant date (March 2022). During the thirteen weeks ended April 3, 2022, 208,172 of the 2019 PSAs vested. There were 0 outstanding 2019 PSAs as of April 3, 2022.

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

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

~~RSAs~~PSAs granted in 2022 are subject to the Company achieving certain EBIT performance targets for the 2024 fiscal year.

The ~~fair value of RSAs~~criteria is based on ~~the closing price~~a range of performance targets in which grantees may earn 0% to 200% of the ~~Company’s common stock~~base number of awards granted. If performance conditions are met, the applicable number of performance shares will vest on the third anniversary of the grant ~~date. Outstanding RSA grants vest annually over~~ ~~three years~~date (March 2025). ~~There were~~ 0 ~~outstanding RSAs as of October 3, 2021.~~

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

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

October 3, 2021

September 27, 2020

Share-based compensation expense
before income taxes

$
3,453

$
3,673

$
11,304

$
10,400

Income tax benefit

(518
)

(663
)

(1,929
)

(2,011
)
Net share-based compensation expense

$
2,935

$
3,010

$
9,375

$
8,389


	Thirteen weeks ended
	April 3, 2022		April 4, 2021
Share-based compensation expense	$	4,456	$	3,613

The following share-based awards were outstanding as of ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020:~~April 4, 2021:


	As of				As of
	October 3, 2021		September 27, 2020		April 3, 2022		April 4, 2021
	(in thousands)				(in thousands)
Options
Vested		244		235		376		314
Unvested		1,134		1,095		1,088		1,304
RSUs		935		914		1,083		944
PSAs		433		315		491		478

2119

SPROUTS FARMERS MARKET, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of ~~October~~April 3, ~~2021,~~2022, total unrecognized compensation expense and remaining weighted average recognition period related to outstanding share-based awards was as follows:


	Unrecognized compensation expense		Remaining weighted average recognition period		Unrecognized compensation expense		Remaining weighted average recognition period
Options	$	4,458		1.8	$	5,566		1.6
RSUs		16,090		1.7		24,828		2.0
PSAs		6,627		1.6		9,018		1.9
Total unrecognized compensation expense at October 3, 2021	$	27,175
Total unrecognized compensation expense at April 3, 2022					$	39,412

During the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020,~~April 4, 2021, the Company received $~~1.9~~2.6 million and $~~1.3~~0.9 million, respectively, in cash proceeds from the exercise of options.

2220

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 ~~2020~~2021 fiscal year, filed on February ~~25, 2021~~24, 2022 (“Form 10-K”) with the Securities and Exchange Commission. All dollar amounts included below are in thousands, unless otherwise noted.

Business Overview

Sprouts Farmers Market offers a unique grocery experience featuring an open layout with fresh produce at the heart of the store. Sprouts inspires wellness naturally with a carefully curated assortment of better-for-you products paired with purpose-driven people. We continue to bring the latest in wholesome, innovative products made with lifestyle-friendly ingredients such as organic, plant-based and gluten-free.~~Since our founding in 2002, we have grown rapidly, significantly increasing our sales, store count and profitability.~~ Headquartered in Phoenix with ~~366~~379 stores in 23 states as of ~~October~~April 3, ~~2021,~~2022, we are one of the largest and fastest growing specialty retailers of fresh, natural and organic food ~~and fastest growing retailers~~ in the United States.

Our Heritage

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

Outlook

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

•

Win with Target Customers. We are ~~refocusing~~focusing attention on our target customers, identified through research as 'health enthusiasts' and 'experience seekers', where there is ample opportunity to gain share within these customer segments. ~~Our~~We believe our business can continue to grow by leveraging existing strengths in a unique assortment of better-for-you, quality products and by ~~expanding ecommerce capabilities to allow customers easy access to differentiated products~~providing a full omnichannel offering through delivery or ~~pickup.~~pickup via our website or the Sprouts app.

•

Update Format and Expand in Select Markets. We are beginning to deliver unique smaller stores with expectations of stronger returns, while maintaining the approachable, fresh-focused farmer’s market heritage Sprouts is known for. In 2021, we opened three stores and remodeled one store featuring our new format, and in the first quarter of 2022, we opened one new format store. Our geographic store expansion and new store placement will intersect where our target customers live, in markets with growth potential and supply chain support, ~~providing~~which we believe will provide a long runway of at least 10% annual unit growth beginning in 2023.

•

Create an Advantaged Fresh Supply Chain. We believe our network of fresh distribution centers can drive efficiencies across the chain and support growth plans. To further deliver on our fresh commitment and reputation, as well as to improve financial results, we ~~will~~ aspire to ultimately position fresh distribution centers within a 250-mile radius of stores. With the opening of two fresh distribution centers in 2021, we now have more than 85% of our stores within 250 miles of a distribution center.

2321

•

Refine Brand and Marketing Approach. We believe we are elevating our national brand recognition and positioning by telling our unique brand story rooted in product innovation and ~~differentiation story. Increased~~differentiation. We are investing savings from removing our print ad into increasing customer engagement through digital and social connections, ~~will drive~~driving additional sales growth and loyalty.

•

Deliver on Financial Targets and Box Economics. We are measuring and reporting on the success of this strategy against a number of long-term financial and operational targets. With the implementation of our strategy, we have significantly improved our margin structure above our 2019 baseline.

Recent Developments – COVID-19

~~On March 11, 2020,~~Our operations have generally stabilized since the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, and on March 13, 2020, the United States declared the pandemic to be a national emergency. As COVID-19 spread throughout the country, the situation has continued to evolve, including, more recently, the adoptiononset of the COVID-19 ~~vaccine as impacted by vaccine aversion, vaccine mandates and booster vaccines, and the reopening of state economies~~pandemic. However, we continue to pre-pandemic levels. As we cycle periods of 2020 where our results benefited from the initial onset of the pandemic, we are reporting declines in year over year net sales and comparable store sales growth. We have seenexperience varying levels of inflation and ~~experienced~~encounter obstacles sourcing in certain categories resulting from product supply disruptions complicated by the pandemic. In addition, due to continued difficulties in obtaining necessary equipment from third parties due to supply chain delays complicated by the COVID-19 pandemic, we ~~expect six of~~have experienced and may continue to experience delays in our planned new store-openings in the fourth quarter of 2021 to be delayed until 2022. In addition, the implementation of governmental vaccine mandates and testing requirements may cause additional costs and disruptions in workforce availability. The ultimate impact of the COVID-19 pandemic on our results of operations for future periods will depend on the length, severity and potential resurgence of the pandemic, vaccine efficacy, adoption and mandates, the emergence and severity of COVID-19 variants and governmental, team member and consumer actions taken in response, which we cannot predict. These uncertainties make it challenging for our management to estimate our future business performance.store openings. See ~~“Item 1A”. Risk Factors” below and “Item 1A. Risk~~“Risk Factors—The coronavirus (COVID-19) pandemic has disrupted our business and could negatively impact our financial condition.” in our Form 10-K for additional information.

2422

Results of Operations for Thirteen Weeks Ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020~~April 4, 2021

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


	Thirteen weeks ended				Thirteen weeks ended
	October 3, 2021		September 27, 2020		April 3, 2022		April 4, 2021
Unaudited Quarterly Consolidated Statement of Income Data:
Net sales	$	1,509,633	$	1,577,598	$	1,641,161	$	1,575,447
Cost of sales		969,904		992,829		1,029,413		989,273
Gross profit		539,729		584,769		611,748		586,174
Selling, general and administrative expenses		423,416		475,053		459,910		439,662
Depreciation and amortization (exclusive of depreciation included in cost of sales)		30,377		31,067		31,820		31,229
Store closure and other costs, net		128		268		377		2,048
Income from operations		85,808		78,381		119,641		113,235
Interest expense, net		2,911		3,117		3,039		2,991
Income before income taxes		82,897		75,264		116,602		110,244
Income tax provision		19,030		15,023		28,295		27,196
Net income	$	63,867	$	60,241	$	88,307	$	83,048

Weighted average shares outstanding - basic		114,201		117,947		110,903		118,044
Diluted effect of equity-based awards		617		503		930		563
Weighted average shares and equivalent shares outstanding		114,818		118,450		111,833		118,607
Diluted net income per share	$	0.56	$	0.51	$	0.79	$	0.70


	Thirteen weeks ended						Thirteen weeks ended
	October 3, 2021			September 27, 2020			April 3, 2022			April 4, 2021
Other Operating Data:
Comparable store sales growth		(5.4	)%		4.2	%		1.6	%		(9.4	)%
Stores at beginning of period		363			350			374			362
Closed		—			—			(1	)		—
Opened		3			6			6			—
Stores at end of period		366			356			379			362

Comparison of Thirteen Weeks Ended ~~October~~April 3, ~~2021~~2022 to Thirteen Weeks Ended

~~September 27, 2020~~April 4, 2021

Net sales


	Thirteen weeks ended												Thirteen weeks ended
	October 3, 2021			September 27, 2020			Change			% Change			April 3, 2022			April 4, 2021			Change		% Change
Net sales	$	1,509,633		$	1,577,598		$	(67,965	)		(4	)%	$	1,641,161		$	1,575,447		$	65,714		4	%
Comparable store sales growth		(5.4	)%		4.2	%								1.6	%		(9.4	)%

Net sales during the thirteen weeks ended ~~October~~April 3, ~~2021~~2022 totaled ~~$1.5~~$1.6 billion, ~~a decrease~~an increase of ~~$68.0~~$65.7 million, or 4%, compared to the thirteen weeks ended ~~September 27, 2020.~~April 4, 2021. The sales ~~decrease~~increase was ~~primarily due to a 5.4% decrease in comparable store sales as a result of cycling the sales impact of the COVID-19 pandemic, partially offset~~driven by sales from new ~~stores.~~stores opened in the last twelve months and a 1.6% increase in comparable store sales. Comparable stores contributed approximately ~~97%~~98% of total sales for the thirteen weeks ended ~~October~~April 3, ~~2021~~2022 and approximately ~~93%~~96% for the thirteen weeks ended ~~September 27, 2020.~~April 4, 2021.

2523

Cost of sales and gross profit


	Thirteen weeks ended												Thirteen weeks ended
	October 3, 2021			September 27, 2020			Change			% Change			April 3, 2022			April 4, 2021			Change			% Change
Net sales	$	1,509,633		$	1,577,598		$	(67,965	)		(4	)%	$	1,641,161		$	1,575,447		$	65,714			4	%
Cost of sales		969,904			992,829			(22,925	)		(2	)%		1,029,413			989,273			40,140			4	%
Gross profit		539,729			584,769			(45,040	)		(8	)%		611,748			586,174			25,574			4	%
Gross margin		35.8	%		37.1	%		(1.3	)%					37.3	%		37.2	%		0.1	%

Gross profit totaled ~~$539.7~~$611.7 million during the thirteen weeks ended ~~October~~April 3, ~~2021, a decrease~~2022, an increase of ~~$45.0~~$25.6 million, or 8%4%, compared to the thirteen weeks ended ~~September 27, 2020,~~April 4, 2021, driven by ~~decreased~~increased sales ~~volume for the reasons discussed above.~~volume. Gross margin ~~decreased~~increased by ~~1.3%~~0.1% to ~~35.8%~~37.3%, compared to ~~37.1%~~37.2% for the thirteen weeks ended ~~October~~April 3, ~~2021,~~2022, primarily ~~from cycling elevated demand in the prior year period due to the COVID-19 pandemic, in addition to the balancing of cost inflation and retail pricing.~~driven by improved shrink.

Selling, general and administrative expenses


	Thirteen weeks ended												Thirteen weeks ended
	October 3, 2021			September 27, 2020			Change			% Change			April 3, 2022			April 4, 2021			Change			% Change
Selling, general and administrative expenses	$	423,416		$	475,053		$	(51,637	)		(11	)%	$	459,910		$	439,662		$	20,248			5	%
Percentage of net sales		28.0	%		30.1	%		(2.1	)%					28.0	%		27.9	%		0.1	%

Selling, general and administrative expenses ~~decreased $51.6~~increased $20.2 million, or ~~11%~~5%, compared to the thirteen weeks ended ~~September 27, 2020.~~April 4, 2021. The ~~decrease~~increase was primarily driven by ~~lower COVID related~~new stores opened since the prior year period and higher store costs, ~~including payroll~~such as utilities and ~~bonus expense, and lower~~supplies, impacted by inflation. These increases were partially offset by favorability in timing of marketing ~~and ecommerce fees. As a result of this decrease, selling, general and administrative expenses as a percentage of net sales decreased to 28.0% from 30.1%.~~spend.

Depreciation and amortization


	Thirteen weeks ended												Thirteen weeks ended
	October 3, 2021			September 27, 2020			Change			% Change			April 3, 2022			April 4, 2021			Change			% Change
Depreciation and amortization	$	30,377		$	31,067		$	(690	)		(2	)%	$	31,820		$	31,229		$	591			2	%
Percentage of net sales		2.0	%		2.0	%		0.0	%					1.9	%		2.0	%		(0.1	)%

Depreciation and amortization ~~expenses~~expense (exclusive of depreciation included in cost of sales) was $31.8 million for the thirteen weeks ended April 3, 2022 compared to $31.2 million for the thirteen weeks ended April 4, 2021. Depreciation and amortization primarily consists of depreciation and amortization for buildings, store leasehold improvements, and equipment. ~~As a percentage of net sales, depreciation and amortization expenses (exclusive of depreciation included in cost of sales) remained flat at 2.0%.~~

2624

Store closure and other costs, net


	Thirteen weeks ended												Thirteen weeks ended
	October 3, 2021			September 27, 2020			Change			% Change			April 3, 2022			April 4, 2021			Change			% Change
Store closure and other costs, net	$	128		$	268		$	(140	)		(52	)%	$	377		$	2,048		$	(1,671	)		(82	)%
Percentage of net sales		0.0	%		0.0	%		0.0	%					0.0	%		0.1	%		(0.1	)%

Store closure and other costs, net decreased ~~$0.1~~$1.7 million to ~~$0.1~~$0.4 million for the thirteen weeks ended ~~October~~April 3, ~~2021~~2022 compared to ~~$0.3~~$2.0 million for the thirteen weeks ended ~~September 27, 2020.~~April 4, 2021. Store closure and other costs, net in the current year primarily related to ongoing activity associated with our closed store locations. Store closure and other costs, net in the prior year was primarily driven by inventory loss and other expenses related to the impact of winter storms at several of our stores and a fire at one of our stores during the thirteen weeks ended April 4, 2021.

Interest expense, net


	Thirteen weeks ended										Thirteen weeks ended
	October 3, 2021		September 27, 2020		Change			% Change			April 3, 2022		April 4, 2021		Change			% Change
Long-term debt	$	1,133	$	1,358	$	(225	)		(17	)%	$	1,154	$	1,181	$	(27	)		(2	)%
Capital and financing leases		223		235		(12	)		(5	)%		222		235		(13	)		(6	)%
Deferred financing costs		141		141		—			0	%		223		141		82			58	%
Interest rate hedge and other		1,414		1,383		31			2	%		1,440		1,434		6			0	%
Total interest expense, net	$	2,911	$	3,117	$	(206	)		(7	)%	$	3,039	$	2,991	$	48			2	%

~~The decrease in interest~~Interest expense, net ~~was primarily due to~~remained relatively flat at $3.0 million for the ~~decrease in~~thirteen weeks ended April 3, 2022 and the ~~average balance outstanding under the Amended~~thirteen weeks ended April 4, 2021, respectively. See Note 4, “Long-Term Debt and ~~Restated Credit Agreement.~~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						Thirteen weeks ended
	October 3, 2021			September 27, 2020			April 3, 2022			April 4, 2021
Federal statutory rate		21.0	%		21.0	%		21.0	%		21.0	%
Change in income taxes resulting from:
State income taxes, net of federal benefit		3.9	%		6.0	%		4.9	%		4.8	%
Enhanced charitable contributions		(1.3	)%		(0.7	)%		(1.0	)%		(1.2	)%
Federal credits		(0.3	)%		(0.1	)%		(0.4	)%		(0.4	)%
Share-based payment awards		0.0	%		0.1	%		(1.3	)%		(0.1	)%
Return to Provision		(0.6	)%		(7.3	)%
Other, net		0.3	%		1.0	%		1.1	%		0.6	%
Effective tax rate		23.0	%		20.0	%		24.3	%		24.7	%

The effective tax rate ~~increased~~decreased to ~~23.0%~~24.3% for the thirteen weeks ended ~~October~~April 3, ~~2021~~2022 from ~~20.0%~~24.7% for the thirteen weeks ended ~~September 27, 2020.~~April 4, 2021. The ~~increase~~decrease in the effective tax rate was primarily due to an increase in benefit for stock-based compensation in the current period, partially offset by a decrease in ~~return to provision benefit compared~~enhanced charitable contributions due to the ~~prior year period.~~expiration of CARES Act benefits.

2725

Net income


	Thirteen weeks ended												Thirteen weeks ended
	October 3, 2021			September 27, 2020			Change			% Change			April 3, 2022			April 4, 2021			Change			% Change
Net income	$	63,867		$	60,241		$	3,626			6	%	$	88,307		$	83,048		$	5,259			6	%
Percentage of net sales		4.2	%		3.8	%		0.4	%					5.4	%		5.3	%		0.1	%

Net income increased ~~$3.6~~$5.3 million primarily due to ~~lower~~increased sales and gross profit, partially offset by higher selling, general and administrative expenses ~~partially offset by decreased sales.~~for the reasons discussed above.

Diluted earnings per share


	Thirteen weeks ended										Thirteen weeks ended
	October 3, 2021		September 27, 2020		Change			% Change			April 3, 2022		April 4, 2021		Change			% Change
Diluted earnings per share	$	0.56	$	0.51	$	0.05			10	%	$	0.79	$	0.70	$	0.09			13	%
Diluted weighted average shares outstanding		114,818		118,450		(3,632	)					111,833		118,607		(6,774	)

The increase in diluted earnings per share of ~~$0.05~~$0.09 was driven by higher net income in addition to fewer diluted shares outstanding compared to the prior year, due primarily to the share repurchase program.

~~Results of Operations for Thirty-nine Weeks Ended October 3, 2021 and September 27, 2020~~

~~Comparison of Thirty-nine Weeks Ended October 3, 2021 to Thirty-nine Weeks Ended~~

~~September 27, 2020~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Unaudited Quarterly Consolidated Statement of Income Data:

Net sales

$
4,607,073

$
4,866,925

Cost of sales

2,931,089

3,075,665

Gross profit

1,675,984

1,791,260

Selling, general and administrative expenses

1,299,498

1,400,234

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

92,036

92,637

Store closure and other costs, net

1,757

(344
)
Income from operations

282,693

298,733

Interest expense, net

8,840

11,681

Income before income taxes

273,853

287,052

Income tax provision

65,924

67,999

Net income

$
207,929

$
219,053

Weighted average shares outstanding - basic

116,497

117,775

Diluted effect of equity-based awards

755

382

Weighted average shares and equivalent shares outstanding

117,252

118,157

Diluted net income per share

$
1.77

$
1.85

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Other Operating Data:

Comparable store sales growth

(8.4
)%

8.0
%
Stores at beginning of period

362

340

Closed

—

—

Opened

4

16

Stores at end of period

366

356

~~Net Sales~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Net sales

$
4,607,073

$
4,866,925

$
(259,852
)

(5
)%
Comparable store sales growth

(8.4
)%

8.0
%

Net sales during the thirty-nine weeks ended October 3, 2021 totaled $4.6 billion, a decrease of $259.9 million, or 5%, over the same period of the prior fiscal year. The sales decrease was primarily due to a 8.4% decrease in comparable store sales as a result of cycling the sales impact of COVID-19 in the prior year, partially offset by sales from new stores. Comparable stores contributed approximately 96% of total sales for the thirty-nine weeks ended October 3, 2021 and approximately 93% for the thirty-nine weeks ended September 27, 2020.

~~Cost of sales and gross profit~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Net sales

$
4,607,073

$
4,866,925

$
(259,852
)

(5
)%
Cost of sales

2,931,089

3,075,665

(144,576
)

(5
)%
Gross profit

1,675,984

1,791,260

(115,276
)

(6
)%
Gross margin

36.4
%

36.8
%

(0.4
)%

Gross profit totaled $1.7 billion during the thirty-nine weeks ended October 3, 2021, a decrease of $115.3 million, or 6%, compared to the thirty-nine weeks ended September 27, 2020. Gross margin decreased to 36.4% for the thirty-nine weeks ended October 3, 2021 compared to 36.8% for the thirty-nine weeks ended September 27, 2020. The decreases were primarily driven by the decreased sales volume and cycling exceptionally low shrink in the prior year for the reasons discussed above, partially offset by the impact of strategic initiatives on promotions and shrink.

~~Selling, general and administrative expenses~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Selling, general and administrative expenses

$
1,299,498

$
1,400,234

$
(100,736
)

(7
)%
Percentage of net sales

28.2
%

28.8
%

(0.6
)%

Selling, general and administrative expenses decreased $100.7 million, or 7%, compared to the thirty-nine weeks ended September 27, 2020. The decrease is primarily due to lower compensation and other COVID driven costs in the current year, partially offset by new stores opened since the comparable period in the prior year. As a percentage of net sales, selling, general and administrative expenses decreased to 28.2% from 28.8%.

~~Depreciation and amortization~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Depreciation and amortization

$
92,036

$
92,637

$
(601
)

(1
)%
Percentage of net sales

2.0
%

1.9
%

0.1
%

Depreciation and amortization expenses (exclusive of depreciation included in cost of sales) primarily consists of depreciation and amortization for buildings, store leasehold improvements, and equipment. As a percentage of net sales, depreciation and amortization expenses (exclusive of depreciation included in cost of sales) increased slightly to 2.0% from 1.9% as a result of sales deleverage.

~~Store closure and other costs, net~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Store closure and other costs, net

$
1,757

$
(344
)

$
2,101

611
%
Percentage of net sales

0.0
%

0.0
%

0.0
%

Store closure and other costs, net increased $2.1 million to $1.8 million, compared to a credit of $0.3 million for the thirty-nine weeks ended September 27, 2020. The increase was driven by inventory loss and additional expenses, net of insurance recovery, related to the impact of winter storms at several of our stores and a fire at one of our stores during the thirty-nine weeks ended October 3, 2021. Store closure and other costs, net during the thirty-nine weeks ended September 27, 2020 primarily represents a recognized gain on the assignment of the lease for one of our closed locations in the first quarter of 2020.

~~Interest expense, net~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Long-term debt

$
3,474

$
7,661

$
(4,187
)

(55
)%
Capital and financing leases

686

719

(33
)

(5
)%
Deferred financing costs

423

423

—

0
%
Interest rate hedge and other

4,257

2,878

1,379

48
%
Total interest expense, net

$
8,840

$
11,681

$
(2,841
)

(24
)%

The decrease in interest expense, net is primarily due to the decrease in the average balance outstanding under the Amended and Restated Credit Agreement. This is partially offset by the interest expense paid as a result of an unfavorable interest rate swap.

~~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:~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Federal statutory rate

21.0
%

21.0
%
Decrease in income taxes resulting from:

State income taxes, net of federal benefit

4.5
%

5.0
%
Enhanced charitable contributions

(1.2
)%

(0.8
)%
Federal Credits

(0.4
)%

(0.4
)%
Share-based payment awards

(0.1
)%

0.2
%
Return to Provision

(0.2
)%

(1.9
)%
Other, net

0.5
%

0.6
%
Effective tax rate

24.1
%

23.7
%

The effective tax rate increased to 24.1% for the thirty-nine weeks ended October 3, 2021 from 23.7% in the same period last year. The increase in the effective tax rate is primarily due to a decrease in return to provision benefit compared to the prior year period.

~~Net income~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Net income

$
207,929

$
219,053

$
(11,124
)

(5
)%
Percentage of net sales

4.5
%

4.5
%

0.0
%

~~Net income decreased $11.1 million primarily due to decreased net sales, partially offset by lower selling, general and administrative expenses.~~

~~Diluted earnings per share~~

Thirty-nine weeks ended

October 3, 2021

September 27, 2020

Change

% Change

Diluted earnings per share

$
1.77

$
1.85

$
(0.08
)

(4
)%
Diluted weighted average shares
outstanding

117,252

118,157

(905
)

The decrease in diluted earnings per share of $0.08 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.

3226

Return on Invested Capital

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

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

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

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


	Rolling Four Quarters Ended						Rolling Four Quarters Ended
	October 3, 2021 (1)			September 27, 2020			April 3, 2022			April 4, 2021 (1)
	(dollars in thousands)						(dollars in thousands)
Net Income (2)	$	276,326		$	250,687		$	249,416		$	278,688
Special items, net of tax (3), (4)		1,339			5,226			—			5,673
Interest Expense, net of tax (4)		9,075			12,862
Interest expense, net of tax (4)								8,899			9,900
Net operating profit after tax (NOPAT)	$	286,740		$	268,775		$	258,315		$	294,261

Total rent expense, net of tax (4)		151,764			140,468			152,047			149,343
Estimated depreciation on operating leases, net of tax (4)		(85,366	)		(71,301	)		(89,346	)		(83,212	)
Estimated interest on operating leases, net of tax (4), (5)		66,398			69,167			62,701			66,131
NOPAT, including effect of operating leases	$	353,138		$	337,942		$	321,016		$	360,392

Average working capital		164,740			85,809			226,653			130,779
Average property and equipment		716,425			739,621			707,416			728,757
Average other assets		568,922			566,645			569,023			567,932
Average other liabilities		(103,444	)		(99,789	)		(100,728	)		(102,618	)
Average invested capital	$	1,346,643		$	1,292,286		$	1,402,364		$	1,324,850

Average operating leases (6)		1,213,852			1,194,213			1,233,502			1,201,545
Average invested capital, including operating leases	$	2,560,495		$	2,486,499		$	2,635,866		$	2,526,395

ROIC, including operating leases		13.8	%		13.6	%		12.2	%		14.3	%

3327

(1)

Fiscal 2020 included 53 weeks.

(2)

Net income amounts represent total net income for the past four trailing quarters.

(3)

Special items include professional fees related to strategic initiatives.

(4)

Net of tax amounts are calculated using the normalized effective tax rate for the periods presented.

(5)

~~2021~~2022 and ~~2020~~2021 estimated interest on operating leases is calculated by multiplying operating leases by the ~~7.2%~~6.7% and ~~7.6%~~7.2% discount rate, respectively, for each lease recorded as rent expense within direct store expense.

(6)

Average operating leases represents the average net present value of outstanding lease obligations over the past four trailing quarters.

Liquidity and Capital Resources

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


	Thirty-nine weeks ended						Thirteen weeks ended
	October 3, 2021			September 27, 2020			April 3, 2022			April 4, 2021
Cash, cash equivalents and restricted cash at end of period	$	262,017		$	139,044		$	326,097		$	257,783
Cash flows from operating activities	$	296,659		$	410,264		$	153,029		$	105,438
Cash flows used in investing activities	$	(70,010	)	$	(95,874	)	$	(27,227	)	$	(16,605	)
Cash flows used in financing activities	$	(136,073	)	$	(262,131	)	$	(46,709	)	$	(2,491	)

We have generally financed our operations principally through cash generated from operations and borrowings under our credit facilities. Our primary uses of cash are for purchases of inventory, operating expenses, capital expenditures primarily for opening new stores, remodels and maintenance, repurchases of our common stock and debt service. Our principal contractual obligations and commitments consist of obligations under our Credit Agreement, interest on our Credit Agreement, operating and finance leases, purchase commitments and self-insurance liabilities. Our operating and finance leases for the rental of land, buildings, and for rental of facilities and equipment expire or become subject to renewal clauses at various dates through 2040. We believe that our existing cash, cash equivalents and restricted cash, and cash anticipated to be generated from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors, including ~~the impact of the COVID-19 pandemic on our operations,~~ 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 ~~decreased $113.6~~increased $47.6 million to ~~$296.7~~$153.0 million for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021~~2022 compared to ~~$410.3~~$105.4 million for the ~~thirty-nine~~thirteen weeks ended ~~September 27, 2020.~~April 4, 2021. The ~~decrease~~increase in cash flows from operating activities was primarily a result of changes in working capital.

Cash flows provided by/(used in) operating activities from changes in working capital were ~~($9.9)~~$28.6 million in the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021~~2022 compared to ~~$88.6~~($16.0) million in the ~~thirty-nine~~thirteen weeks ended ~~September 27, 2020.~~April 4, 2021. The ~~decrease~~increase was primarily driven by the higher prior year payout of COVID related incentive compensation amounts earned in 2020 and higher prepaid expenses and other current assets in the prior year ~~and inventory stock recovery in~~primarily due to the ~~current year after levels were depleted during the height~~timing of ~~the pandemic in the prior year.~~marketing spend.

Investing Activities

Cash flows used in investing activities consist primarily of capital expenditures in new stores, including leasehold improvements and store equipment, capital expenditures to maintain the appearance of our stores, sales enhancing initiatives and other corporate investments. Cash flows used in investing activities were ~~$70.0~~$27.2 million and ~~$95.9~~$16.6 million, for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021~~2022 and ~~September 27, 2020,~~April 4, 2021, respectively.

3428

We expect capital expenditures to be in the range of ~~$95~~$150 - ~~$105~~$170 million in ~~2021,~~2022, including expenditures incurred to date, net of estimated landlord tenant improvement allowances, primarily to fund investments in new stores, remodels, maintenance capital expenditures and corporate capital expenditures. We expect to fund our capital expenditures with cash on hand and cash generated from operating activities.

Financing Activities

Cash flows used in financing activities were ~~$136.1~~$46.7 million for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, ~~2021~~2022 compared to ~~$262.1~~$2.5 million for the ~~thirty-nine~~thirteen weeks ended ~~September 27, 2020.~~April 4, 2021. During the ~~thirty-nine~~thirteen weeks ended ~~October~~April 3, 2022, cash flows used in financing activities primarily consisted of $45.7 million for stock repurchases and $3.4 million in debt issuance costs in connection with our Credit Agreement, partially offset by $2.6 million in proceeds from the exercise of stock options.

During the thirteen weeks ended April 4, 2021, cash flows used in financing activities primarily consisted of ~~$137.5~~$3.2 million for stock ~~repurchases.~~

~~During the thirty-nine weeks ended September 27, 2020, cash flows used in financing activities primarily consisted of $263.0~~repurchases, partially offset by $0.9 million in ~~payments on our credit facilities.~~proceeds from the exercise of stock options.

Long-Term Debt and Credit Facilities

Long-term debt outstanding was $250.0 million as of ~~October~~April 3, ~~2021~~2022 and January ~~3, 2021.~~2, 2022.

See Note 4, “Long-Term Debt and Finance Lease Liabilities” of our unaudited consolidated financial statements for a description of our ~~Amended and Restated~~ 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 ~~October~~April 3, ~~2021.~~2022.


Effective date	Expiration date	Amount authorized		Cost of repurchases		Authorization available		Expiration date	Amount authorized		Cost of repurchases		Authorization available
February 20, 2018	December 31, 2019	$	350,000	$	308,017	$	—
March 3, 2021	March 3, 2024	$	300,000	$	137,484	$	162,516	March 2, 2022	$	300,000	$	200,200	$	—
March 2, 2022								December 31, 2024	$	600,000	$	33,858	$	566,142

The shares under our current repurchase program may be purchased on a discretionary basis from time to time through ~~March 3, 2024,~~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				Thirty-nine weeks ended				Thirteen weeks ended
	October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020		April 3, 2022		April 4, 2021
Number of common shares acquired		2,079,420		—		5,360,037		—		1,481,187		129,968
Average price per common share acquired	$	24.05	$	—	$	25.65	$	—	$	30.86	$	24.69
Total cost of common shares acquired	$	50,000	$	—	$	137,484	$	—	$	45,715	$	3,209

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

Subsequent to ~~October~~April 3, ~~2021~~2022 and through ~~November 4, 2021,~~May 2, 2022, we repurchased an additional ~~0.9~~0.6 million shares of common stock for $20.0 million.

3529

Contractual Obligations

~~We are committed~~Our principal contractual obligations and commitments arising in the normal course of business consist of obligations under ~~certain~~our Credit Agreement, interest on our Credit Agreement, operating and finance leases, ~~for the rental of land, buildings,~~purchase commitments and ~~for rental of facilities and equipment. These leases expire or become subject to renewal clauses at various dates through 2040.~~

~~The following table summarizes our contractual obligations~~self-insurance liabilities. Except as ~~of October 3, 2021, and the effect such obligations are expected to have on our liquidity and cash flow~~otherwise disclosed in ~~future periods:~~

Payments Due by Period

Total

Less Than
1 Year

1-3 Years

3-5 Years

More Than
5 Years

(in thousands)

$700.0 million Credit Agreement (1)

$
250,000

$
—

$
250,000

$
—

$
—

Interest payments on $700.0 million
Credit Agreement (2)

14,238

2,527

11,711

—

—

Finance lease obligations (3)

15,957

1,635

3,416

3,515

7,391

Operating lease obligations (3)

1,997,022

214,446

428,416

366,013

988,147

Totals

$
2,277,217

$
218,608

$
693,543

$
369,528

$
995,538

~~(1)~~

The Amended and Restated Credit Agreement is scheduled to mature, and the commitments thereunder will terminate on March 27, 2023, subject to extensions as set forth therein. These borrowings are reflected in the “1-3 Years” column and discussed in the financing activities section above. See Note 4, “Long-Term Debt and Finance Lease Liabilities” toof our unaudited consolidated financial statements, ~~located elsewhere in this Quarterly Report on Form 10-Q.~~

~~(2)~~

~~Represents estimated interest payments through~~there have been no material changes outside the ~~March 27, 2023 maturity date~~normal course of ~~our Amended and Restated Credit Agreement based on the outstanding amounts~~business as of ~~October~~April 3, ~~2021~~2022 in our contractual obligations and ~~based on LIBOR rates in effect at the time of this report, net of interest rate swaps.~~

~~(3)~~

Represents estimated payments for finance and operating lease obligations as of October 3, 2021. Lease obligations are presented gross without offset for subtenant rentals. We have subtenant agreements under which we will receive $1.0 million for the period of less than one year, $1.8 million for years one to three, $1.6 million for years three to five, and $1.2 million for the period beyond five years.

~~We have other contractual~~ commitments ~~which were presented under Contractual Obligations~~from those reported in our Annual Report on Form 10-K for the fiscal year ended January ~~3, 2021, and for which there have not been material changes since that filing through October 3, 2021.~~2, 2022.

~~Off-Balance Sheet Arrangements~~

~~We do not engage~~The future amount and timing of interest payments are expected to vary with the outstanding amounts and then prevailing contractual interest rates, net of interest rate swaps. Interest payments through the March 25, 2027 maturity date of our Credit Agreement based on the outstanding amounts as of April 3, 2022 and interest rates in ~~any off-balance sheet financing activities, nor do we have any interest in entities referred~~effect at the time of this filing, are estimated to ~~as variable interest entities.~~be approximately $42.8 million, with $9.6 million payable within 12 months.

Impact of Inflation and Deflation

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

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

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, cash flow and related disclosure of contingent assets and liabilities. Our critical accounting estimates include ~~inventory valuations,~~inventories, lease assumptions, self-insurance reserves, goodwill and intangible assets,impairment of long-lived assets, ~~fair values of share-based awards,~~ 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 ~~and thirty-nine~~ weeks ended ~~October~~April 3, ~~2021.~~2022. For a full discussion of these estimates and policies, see “Critical Accounting Estimates” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January ~~3, 2021.~~2, 2022.

Recently Issued Accounting Pronouncements

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

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, ~~we have an Amended and Restated~~our Credit Agreement ~~that~~ bears interest at a rate based in part on ~~LIBOR.~~SOFR. Accordingly, we could be exposed to fluctuations in interest rates. Based solely on the $250.0 million principal outstanding under our ~~Amended and Restated~~ Credit Agreement as of ~~October~~April 3, ~~2021,~~2022, each hundred basis point change in ~~LIBOR~~SOFR would result in a change in interest expense by $2.5 million annually. We entered into an interest rate swap agreement in December 2017 to manage our cash flow associated with variable interest rates. The notional dollar amount of the ~~two~~one outstanding ~~swaps~~swap at ~~October~~April 3, ~~2021~~2022 and January ~~3, 2021~~2, 2022 was $250.0 million under which we pay a fixed rate and received a variable rate of interest (cash flow swap). Taking into account the interest rate ~~swaps,~~swap, based on the $250.0 million principal outstanding under our ~~Amended and Restated~~ Credit Agreement as of ~~October~~April 3, ~~2021,~~2022, each hundred basis point change in ~~LIBOR~~SOFR would result in no change in interest expense annually.

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

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures under the Exchange Act as of ~~October~~April 3, ~~2021,~~2022, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the quarterly period ended ~~October~~April 3, ~~2021,~~2022, there were no changes in our internal controls over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

3831

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 6, “Commitments and Contingencies” to our ~~Unaudited Consolidated Financial Statements~~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.

~~Aside from that set forth below, there~~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 ~~3, 2021.~~2, 2022.

~~Supply chain disruptions have delayed our store growth plans.~~

Due to continued difficulties in obtaining necessary equipment from third parties due to supply chain delays complicated by the COVID-19 pandemic, we expect six of our planned new store-openings in the fourth quarter of 2021 to be delayed until 2022. We may continue to experience delays in our new store openings until disruptions to the global supply chain have been resolved, the timing of which is uncertain.

3932

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 ~~October~~April 3, ~~2021.~~2022.

Period (1)

Total number
of shares
purchased

Average
price paid
per share

Total number
of shares
purchased as
part of publicly
announced plans
or programs

Approximate
dollar value
of shares that
may yet be
purchased under
the plans or
programs

July 5, 2021 - August 1, 2021

989,636

$
25.26

989,636

$
187,516,000

August 2, 2021 - August 29, 2021

—

$
—

—

$
—

August 30, 2021 - October 3, 2021

1,089,784

$
22.94

1,089,784

$
162,516,000


Period (1)	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
January 3, 2022 - January 30, 2022		68,647	$	27.93		68,647	$	109,739,000
January 31, 2022 - February 27, 2022		139,983	$	27.22		139,983	$	105,929,000
February 28, 2022 - April 3, 2022		1,272,557	$	31.42		1,272,557	$	566,142,000

(1)

Periodic information is presented by reference to our fiscal periods during the ~~third~~first quarter of fiscal year ~~2021.~~2022.

(2)

On March 2, 2022, our board of directors authorized a $600 million share repurchase
program of our common stock. The shares may be purchased on a discretionary basis from
time to time through December 31, 2024, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated
transactions, or other means, including through Rule 10b5-1 trading plans.

4033

Item 6. Exhibits.


Exhibit Number		Description

10.1		Offer Letter from Sprouts Farmers Market, Inc., to ~~Lawrence “Chip” Molloy,~~Nicholas Konat, dated ~~August 31, 2021~~January 25, 2022 (1)

10.2		~~Severance~~2022 Form of Restricted Stock Unit Agreement ~~dated September 19, 2021, between~~under Sprouts Farmers Market, Inc. 2013 Incentive Plan for President and ~~Lawrence "Chip" Molloy (2)~~Chief Operating Officer (1)

10.3		~~2021~~Letter Agreement between Sprouts Farmers Market, Inc. and Gil Phipps, dated February 18, 2022 (1)

10.4		2022 Form of ~~Restricted Stock Unit~~Performance Share Agreement under Sprouts Farmers Market, Inc. 2013 Incentive Plan ~~for Chief Financial Officer~~

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

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

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

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

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

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)

Filed as an exhibit to the ~~Registrant’s~~Registrant's Current Report on Form 8-K filed with the SEC on ~~August 31, 2021,~~February 24, 2022, and incorporated herein by reference.

(2)

Filed as an exhibit to the ~~Registrant’s~~Registrant's Current Report on Form 8-K filed with the SEC on ~~September 22, 2021,~~March 25, 2022, and incorporated herein by reference.

4134

SIGNATURES

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


		SPROUTS FARMERS MARKET, INC.

Date: ~~November~~May 4, ~~2021~~2022	By:	/s/ Lawrence P. Molloy
	Name:	Lawrence P. Molloy
	Title:	Chief Financial Officer
		(Principal Financial Officer)

4235


	Balance at January 3, 2021		Gift Cards Issued During Current Period but Not Redeemed(a)		Revenue Recognized from Beginning Liability			Balance at October 3, 2021
Gift card liability, net	$	15,888	$	3,742	$	(8,076	)	$	11,554


	Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(in thousands)
$700.0 million Credit Agreement (1)	$	250,000	$	—	$	250,000	$	—	$	—
Interest payments on $700.0 million Credit Agreement (2)		14,238		2,527		11,711		—		—
Finance lease obligations (3)		15,957		1,635		3,416		3,515		7,391
Operating lease obligations (3)		1,997,022		214,446		428,416		366,013		988,147
Totals	$	2,277,217	$	218,608	$	693,543	$	369,528	$	995,538