Sprouts Farmers Market, Inc. 10-Q

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 2023 fiscal year, filed on February 22, 2024 (“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 specialty 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. From our founding in 2002, we have grown rapidly, significantly increasing our sales, store count and profitability. Headquartered in Phoenix with 414 stores in 23 states as of March 31, 2024, we are one of the largest and fastest growing specialty retailers of fresh, natural and organic food in the United States. Our Growth Strategy We continue to execute on our long-term growth strategy that we believe is transforming our company and driving profitable growth, focusing on the following areas: • Win with Target Customers . We are focusing attention on our target customers, identified through research as ‘health enthusiasts’ and ‘selective shoppers’, where there is ample opportunity to gain share within these customer segments. We believe our business can continue to grow by leveraging existing strengths in a unique assortment of better-for-you, quality products and by providing a full omnichannel offering through delivery or pickup via our website or the Sprouts app. • Update Format and Expand in Select Markets . We are delivering unique smaller stores with expectations of stronger returns, while maintaining the approachable, fresh-focused farmer’s market heritage Sprouts is known for. From 2021 through March 31, 2024, we opened 49 new stores and remodeled one store featuring our new format. Our geographic store expansion and new store placement will intersect where our target customers live, in markets with growth potential and supply chain support, which we believe will provide a long runway of approximately 10% annual unit growth. • Create an Advantaged Fresh Supply Chain . We believe our network of fresh distribution centers can drive efficiencies across the chain and support our growth plans. To further deliver on our fresh commitment and reputation, as well as to increase our local offerings and improve financial results, we aspire to ultimately position fresh distribution centers within a 250-mile radius of stores. Following the opening of two fresh distribution centers in fiscal 2021 and the relocation of our Southern California distribution center, closure of our Georgia distribution center and partnership with a third-party fresh distribution center in the Northeast in fiscal 2023, we are better leveraging our existing distribution center capacity, and approximately 80% of our stores were within 250 miles of a distribution center as of March 31, 2024. • Refine Brand and Marketing Approach . We believe we are elevating our national brand recognition and positioning by telling our unique brand story rooted in product innovation and differentiation. We are increasing our use of data analytics and insights. We believe this data-driven intelligence will increase customer engagement through personalization efforts with digital and social connections to drive additional sales growth and loyalty. • Inspire and Engage Our Talent to Create a Best Place to Work . Subsequent to the initial launch of our long-term growth strategy, we have added the focus area of inspiring and engaging our talent through our culture, acquisition and development and total rewards program to attract and retain the talent we believe we need to execute on our strategic goals and transform our company into a premier place to work. 19 Table of Contents • 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 beginning in 2020, we have significantly improved our margin structure above our 2019 baseline. Results of Operations for Thirteen Weeks Ended March 31, 2024 and April 2, 2023 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 March 31, 2024 April 2, 2023 Unaudited Quarterly Consolidated Statement of Income Data: Net sales $ 1,883,808 $ 1,733,310 Cost of sales 1,161,495 1,083,248 Gross profit 722,313 650,062 Selling, general and administrative expenses 539,771 486,195 Depreciation and amortization (exclusive of depreciation included in cost of sales) 32,232 34,068 Store closure and other costs, net 2,044 28,277 Income from operations 148,266 101,522 Interest expense, net 818 2,220 Income before income taxes 147,448 99,302 Income tax provision 33,348 23,142 Net income $ 114,100 $ 76,160 Weighted average shares outstanding - basic 101,071 103,827 Diluted effect of equity-based awards 953 1,049 Weighted average shares and equivalent shares outstanding - diluted 102,024 104,876 Diluted net income per share $ 1.12 $ 0.73 Thirteen weeks ended March 31, 2024 April 2, 2023 Other Operating Data: Comparable store sales growth 4.0 % 3.1 % Stores at beginning of period 407 386 Closed — (1) Opened 7 8 Acquired — 2 Stores at end of period 414 395 20 Table of Contents Comparison of Thirteen Weeks Ended March 31, 2024 to Thirteen Weeks Ended April 2, 2023 Net sales Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Net sales $ 1,883,808 $ 1,733,310 $ 150,498 9 % Comparable store sales growth 4.0 % 3.1 % Net sales during the thirteen weeks ended March 31, 2024 totaled $1.9 billion, an increase of $150.5 million or 9%, compared to the thirteen weeks ended April 2, 2023. The sales increase was driven by sales from new stores opened in the last twelve months and a 4.0% increase in comparable store sales. Comparable stores contributed approximately 94% of total sales for the thirteen weeks ended March 31, 2024 and approximately 97% of total sales for the thirteen weeks ended April 2, 2023. Cost of sales and gross profit Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Net sales $ 1,883,808 $ 1,733,310 $ 150,498 9 % Cost of sales 1,161,495 1,083,248 78,247 7 % Gross profit 722,313 650,062 72,251 11 % Gross margin 38.3 % 37.5 % 0.8 % Gross profit totaled $722.3 million during the thirteen weeks ended March 31, 2024, an increase of $72.3 million or 11%, compared to the thirteen weeks ended April 2, 2023, driven by increased sales volume. Gross margin increased by 0.8% to 38.3% for the thirteen weeks ended March 31, 2024, compared to 37.5% for the thirteen weeks ended April 2, 2023, primarily driven by improved shrink management and continued promotional optimization efforts. Selling, general and administrative expenses Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Selling, general and administrative expenses $ 539,771 $ 486,195 $ 53,576 11 % Percentage of net sales 28.7 % 28.1 % 0.6 % Selling, general and administrative expenses increased $53.6 million or 11%, compared to the thirteen weeks ended April 2, 2023. The increase was primarily due to the increase in new stores opened since the end of the same period of the prior year. As a percentage of net sales, selling, general and administrative expenses increased primarily due to higher holiday pay related to calendar shift in the New Year's Day holiday and higher incentive compensation costs and ecommerce fees due to strong sales performance. 21 Table of Contents Depreciation and amortization Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Depreciation and amortization $ 32,232 $ 34,068 $ (1,836) (5) % Percentage of net sales 1.7 % 2.0 % (0.3) % Depreciation and amortization expense (exclusive of depreciation included in cost of sales) was $32.2 million for the thirteen weeks ended March 31, 2024, compared to $34.1 million for the thirteen weeks ended April 2, 2023. Depreciation and amortization expense primarily consists of depreciation and amortization for buildings, store leasehold improvements, and equipment for new stores as well as remodel initiatives in older stores. Depreciation and amortization for the thirteen weeks ended April 2, 2023 was inclusive of $4.0 million in accelerated depreciation in connection with the decision to close certain underperforming stores during 2023. See Note 13, “Store Closures” of our unaudited consolidated financial statements. Store closure and other costs, net Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Store closure and other costs, net $ 2,044 $ 28,277 $ (26,233) (93) % Percentage of net sales 0.1 % 1.6 % (1.5) % Store closure and other costs, net for the thirteen weeks ended March 31, 2024 of $2.0 million was primarily related to ongoing occupancy costs associated with our closed store locations. Store closure and other costs, net for the thirteen weeks ended April 2, 2023 of $28.3 million primarily consisted of $27.8 million of impairment losses related to the write-down of leasehold improvements and right-of-use assets in connection with the decision to close certain underperforming stores during 2023. See Note 13, “Store Closures” of our unaudited consolidated financial statements. Interest expense, net Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Long-term debt $ 2,202 $ 3,482 $ (1,280) (37) % Finance leases 196 205 (9) (4) % Deferred financing costs 193 193 — 0 % Interest income and other (1,773) (1,660) (113) 7 % Total interest expense, net $ 818 $ 2,220 $ (1,402) (63) % Interest expense, net decreased to $0.8 million for the thirteen weeks ended March 31, 2024, compared to $2.2 million for the thirteen weeks ended April 2, 2023, primarily due to lower average debt outstanding. See Note 4, “Long-Term Debt and Finance Lease Liabilities” of our unaudited consolidated financial statements. 22 Table of Contents 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 March 31, 2024 April 2, 2023 Federal statutory rate 21.0 % 21.0 % Change in income taxes resulting from: State income taxes, net of federal benefit 5.0 % 5.0 % Enhanced charitable contributions (1.0) % (1.1) % Federal credits (0.4) % (0.4) % Share-based payment awards (3.0) % (2.6) % Non-deductible Executive Compensation 1.0 % 1.1 % Other, net — % 0.3 % Effective tax rate 22.6 % 23.3 % The effective tax rate decreased to 22.6% for the thirteen weeks ended March 31, 2024 from 23.3% for the thirteen weeks ended April 2, 2023. The decrease in the effective tax rate was primarily due to an increase in excess tax benefits associated with share-based payment awards. Net income Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Net income $ 114,100 $ 76,160 $ 37,940 50 % Percentage of net sales 6.1 % 4.4 % 1.7 % Net income increased $37.9 million primarily due to higher gross profit and lower store closure and other costs, net, partially offset by higher selling, general and administrative expenses for the reasons discussed above. Diluted earnings per share Thirteen weeks ended March 31, 2024 April 2, 2023 Change % Change Diluted earnings per share $ 1.12 $ 0.73 $ 0.39 53 % Diluted weighted average shares outstanding 102,024 104,876 (2,852) The increase in diluted earnings per share of $0.39 was driven by higher net income and fewer diluted shares outstanding compared to the prior year, due primarily to the share repurchase program. 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. 23 Table of Contents We define ROIC as net operating profit after tax (referred to as “NOPAT”), including the effect of capitalized operating leases, divided by average invested capital. Operating lease interest represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as a finance lease. The assumed ownership and associated interest expense are calculated using the discount rate for each lease as recorded as a component of rent expense within selling, general and administrative expenses. Invested capital reflects a trailing four-quarter average. As numerous methods exist for calculating ROIC, our method may differ from methods used by other companies to calculate their ROIC. It is important to understand the methods and the differences in those methods used by other companies to calculate their ROIC before comparing our ROIC to that of other companies. Our calculation of ROIC for the fiscal periods indicated was as follows: Rolling Four Quarters Ended March 31, 2024 April 2, 2023 (dollars in thousands) Net income (1) $ 296,797 $ 249,018 Special items, net of tax (2), (3) 7,751 26,521 Interest expense, net of tax (3) 3,852 6,168 Net operating profit after tax (NOPAT) $ 308,400 $ 281,707 Total rent expense, net of tax (3) 181,856 157,944 Estimated depreciation on operating leases, net of tax (3) (101,175) (89,396) Estimated interest on operating leases, net of tax (3), (4) 80,681 68,548 NOPAT, including effect of operating leases $ 389,081 $ 350,255 Average working capital 217,750 283,293 Average property and equipment 767,059 704,649 Average other assets 602,634 575,722 Average other liabilities (98,576) (98,409) Average invested capital $ 1,488,867 $ 1,465,255 Average operating leases (5) 1,480,590 1,287,831 Average invested capital, including operating leases $ 2,969,457 $ 2,753,086 ROIC, including operating leases 13.1 % 12.7 % (1) Net income amounts represent total net income for the past four trailing quarters. (2) Special items related to store closure, supply chain transition and acquisition related charges net of tax. (3) Net of tax amounts are calculated using the normalized effective tax rate for the periods presented. (4) 2024 and 2023 estimated interest on operating leases is calculated by multiplying operating leases by the 7.2% and 7.1% discount rate, respectively, for each lease recorded as rent expense within direct store expense. (5) Average operating leases represents the average net present value of outstanding lease obligations over the past four trailing quarters. 24 Table of Contents Liquidity and Capital Resources The following table sets forth the major sources and uses of cash for each of the periods set forth below, as well as our cash, cash equivalents and restricted cash at the end of each period (in thousands): Thirteen weeks ended March 31, 2024 April 2, 2023 Cash, cash equivalents and restricted cash at end of period $ 314,354 $ 296,846 Cash flows from operating activities $ 219,695 $ 179,820 Cash flows used in investing activities $ (51,241) $ (60,086) Cash flows used in financing activities $ (57,970) $ (118,080) We have generally financed our operations principally through cash generated from operations and borrowings under our credit facilities. Our primary uses of cash are for purchases of inventory, operating expenses, capital expenditures primarily for opening new stores, remodels and maintenance, repurchases of our common stock and debt service. Our principal contractual obligations and commitments consist of obligations under our Credit Agreement, interest on our Credit Agreement, operating and finance leases, purchase commitments and self-insurance liabilities. Our operating and finance leases for the rental of land, buildings, and for rental of facilities and equipment expire or become subject to renewal clauses at various dates through 2044. We believe that our existing cash, cash equivalents and restricted cash, and cash anticipated to be generated from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors, including new store openings, remodel and maintenance capital expenditures at existing stores, store initiatives and other corporate capital expenditures and activities. Our cash, cash equivalents and restricted cash position benefits from the fact that we generally collect cash from sales to customers the same day or, in the case of credit or debit card transactions, within days from the related sale. Operating Activities Cash flows from operating activities increased $39.9 million to $219.7 million for the thirteen weeks ended March 31, 2024 compared to $179.8 million for the thirteen weeks ended April 2, 2023. The increase in cash flows from operating activities was primarily a result of favorable changes in working capital of $30.1 million and higher net income adjusted for non-cash items of $15.9 million. Cash flows provided by operating activities from changes in working capital were $68.0 million in the thirteen weeks ended March 31, 2024 compared to $37.9 million in the thirteen weeks ended April 2, 2023. This $30.1 million increase in cash flow from changes in working capital was primarily attributable to a $19.7 million change in accrued liabilities primarily due to timing differences of payments for goods and services. Certain other immaterial items combined to result in an additional $10.4 million net increase in cash flows from changes in working capital. Investing Activities Cash flows used in investing activities consist primarily of capital expenditures in new stores, including leasehold improvements and store equipment, capital expenditures to maintain the appearance of our stores, sales enhancing initiatives and other corporate investments as well as cash outlays for acquisitions. Cash flows used in investing activities were $51.2 million and $60.1 million, for the thirteen weeks ended March 31, 2024 and thirteen weeks ended April 2, 2023, respectively. Cash flows used in investing activities during the thirteen weeks ended April 2, 2023 included our acquisition of Ronald Cohn, Inc. See Note 14, "Business Combination" of our unaudited consolidated financial statements. We expect capital expenditures to be in the range of $225 - $245 million in 2024, 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. 25 Table of Contents Financing Activities Cash flows used in financing activities were $58.0 million for the thirteen weeks ended March 31, 2024 compared to $118.1 million for the thirteen weeks ended April 2, 2023. During the thirteen weeks ended March 31, 2024, cash flows used in financing activities primarily consisted of $60.0 million for stock repurchases, partially offset by $2.3 million in proceeds from the exercise of stock options. During the thirteen weeks ended April 2, 2023, cash flows used in financing activities primarily consisted of $98.3 million for stock repurchases and $25.0 million in payments on our Credit Agreement, partially offset by $5.5 million in proceeds from the exercise of stock options. Long-Term Debt and Credit Facilities Long-term debt outstanding was $125.0 million as of March 31, 2024 and December 31, 2023. See Note 4, “Long-Term Debt and Finance Lease Liabilities” of our unaudited consolidated financial statements for a description of our Credit Agreement and our Former Credit Facility (each as defined therein). Share Repurchase Program Our board of directors from time to time authorizes share repurchase programs for our common stock. The following table outlines the share repurchase program authorized by our board, and the related repurchase activity and available authorization as of March 31, 2024: Effective date Expiration date Amount authorized Cost of repurchases Authorization available March 2, 2022 December 31, 2024 $ 600,000 $ 451,619 $ 148,381 The shares under our current repurchase program may be purchased on a discretionary basis from time to time through the applicable expiration date, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. Our board’s authorization of the share repurchase program does not obligate our Company to acquire any particular amount of common stock, and the repurchase program may be commenced, suspended, or discontinued at any time. Share repurchase activity under our repurchase program for the periods indicated was as follows (total cost in thousands): Thirteen weeks ended March 31, 2024 April 2, 2023 Number of common shares acquired 957,780 3,038,411 Average price per common share acquired $ 63.04 $ 32.64 Total cost of common shares acquired $ 60,380 $ 99,171 Shares purchased under our repurchase programs were subsequently retired and the excess of the repurchase price over par value was charged to retained earnings. The cost of common shares repurchased included the 1% excise tax imposed as part of the Inflation Reduction Act of 2022. Subsequent to March 31, 2024 and through the date of this filing, we repurchased an additional 0.3 million shares of common stock for $21.5 million, excluding excise tax. 26 Table of Contents Contractual Obligations Our principal contractual obligations and commitments arising in the normal course of business consist of obligations under our Credit Agreement, interest on our Credit Agreement, operating and finance leases, purchase commitments and self-insurance liabilities. There have been no material changes outside the normal course of business as of March 31, 2024 in our contractual obligations and commitments from those reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The future amount and timing of interest payments are expected to vary with the outstanding amounts and then prevailing contractual interest rates. Interest payments through the March 25, 2027 maturity date of our Credit Agreement based on the outstanding amounts as of March 31, 2024 and interest rates in effect at the time of this filing, are estimated to be approximately $20.8 million, with $8.0 million payable within 12 months. Impact of Inflation and Deflation Inflation and deflation in the prices of food and other products we sell may periodically affect our sales, gross profit and gross margin. Food inflation, when combined with reduced consumer spending, could also reduce sales, gross profit margins and comparable store sales. Inflationary pressures on compensation, utilities, commodities, equipment and supplies may also impact our profitability. Food deflation or declining levels of inflation across multiple categories, particularly in produce, could reduce sales growth and earnings, particularly if our competitors react by lowering their retail pricing and expanding their promotional activities, which can lead to retail deflation higher than cost deflation that could reduce our sales, gross profit margins and comparable store sales. The short-term impact of inflation and deflation is largely dependent on whether or not the effects are passed through to our customers, which is subject to competitive market conditions. Food inflation and deflation is affected by a variety of factors and our determination of whether to pass on the effects of inflation or deflation to our customers is made in conjunction with our overall pricing and marketing strategies, as well as our competitors’ responses. Although we may experience periodic effects on sales, gross profit, gross margins and cash flows as a result of changing prices, we do not expect the effect of inflation or deflation to have a material impact on our ability to execute our long-term business strategy. Critical Accounting Estimates Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, cash flow and related disclosure of contingent assets and liabilities. Our critical accounting estimates include inventories, lease assumptions, self-insurance reserves, goodwill and intangible assets, impairment of long-lived assets, and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected. There have been no substantial changes to these estimates, or the policies related to them during the thirteen weeks ended March 31, 2024. 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 December 31, 2023. 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. 27 Table of Contents