Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 29, 2013 | Nov. 06, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 29-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'SFM | ' |
Entity Registrant Name | 'SPROUTS FARMERS MARKET, INC. | ' |
Entity Central Index Key | '0001575515 | ' |
Current Fiscal Year End Date | '--12-29 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 146,433,944 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $91,735 | $67,211 |
Accounts receivable, net | 8,962 | 8,415 |
Inventories | 114,765 | 98,382 |
Prepaid expenses and other current assets | 14,078 | 4,521 |
Deferred income tax asset | 9,728 | 24,592 |
Total current assets | 239,268 | 203,121 |
Property and equipment, net of accumulated depreciation | 348,177 | 303,166 |
Intangible assets, net of accumulated amortization | 195,790 | 196,772 |
Goodwill | 368,078 | 368,078 |
Other assets | 13,118 | 9,521 |
Deferred income tax asset | 17,372 | 22,578 |
Total assets | 1,181,803 | 1,103,236 |
Current liabilities: | ' | ' |
Accounts payable | 117,430 | 82,721 |
Accrued salaries and benefits | 20,928 | 21,397 |
Other accrued liabilities | 26,201 | 27,561 |
Current portion of capital and financing lease obligations | 2,676 | 3,379 |
Current portion of long-term debt | 5,684 | 1,788 |
Total current liabilities | 172,919 | 136,846 |
Long-term capital and financing lease obligations | 117,632 | 104,260 |
Long-term debt | 346,094 | 424,756 |
Other long-term liabilities | 59,524 | 50,619 |
Total liabilities | 696,169 | 716,481 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Undesignated preferred stock; $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding | ' | ' |
Common stock, $0.001 par value; 200,000,000 shares authorized, 146,433,944 and 125,956,729 shares issued and outstanding, September 29, 2013 and December 30, 2012, respectively | 146 | 126 |
Additional paid-in capital | 460,271 | 395,480 |
Retained earnings (accumulated deficit) | 25,217 | -8,851 |
Total stockholders' equity | 485,634 | 386,755 |
Total liabilities and stockholders' equity | $1,181,803 | $1,103,236 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Undesignated preferred stock, par value | $0.00 | $0.00 |
Undesignated preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Undesignated preferred stock, shares issued | 0 | 0 |
Undesignated preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 146,433,944 | 125,956,729 |
Common stock, shares outstanding | 146,433,944 | 125,956,729 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net sales | $633,614 | $510,050 | $1,829,675 | $1,315,882 |
Cost of sales, buying and occupancy | 443,509 | 363,641 | 1,278,623 | 921,955 |
Gross profit | 190,105 | 146,409 | 551,052 | 393,927 |
Direct store expenses | 129,418 | 104,450 | 367,064 | 268,279 |
Selling, general and administrative expenses | 22,807 | 25,175 | 60,259 | 64,846 |
Store pre-opening costs | 1,237 | 1,216 | 5,254 | 2,070 |
Store closure and exit costs | -38 | 2,273 | 1,670 | 3,552 |
Income from operations | 36,681 | 13,295 | 116,805 | 55,180 |
Interest expense | -8,790 | -9,951 | -30,346 | -25,414 |
Other income | 203 | 133 | 447 | 201 |
Loss on extinguishment of debt | -9,507 | -992 | -17,682 | -992 |
Income before income taxes | 18,587 | 2,485 | 69,224 | 28,975 |
Income tax provision | -7,126 | -1,178 | -27,178 | -12,816 |
Net income | $11,461 | $1,307 | $42,046 | $16,159 |
Net income per share: | ' | ' | ' | ' |
Basic | $0.08 | $0.01 | $0.32 | $0.14 |
Diluted | $0.08 | $0.01 | $0.31 | $0.14 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic | 139,687 | 125,794 | 130,538 | 116,791 |
Diluted | 144,710 | 127,820 | 134,529 | 118,441 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | (Accumulated Deficit) / Retained Earnings [Member] |
In Thousands, except Share data | ||||
Beginning Balance at Jan. 01, 2012 | $267,453 | $110 | $295,694 | ($28,351) |
Beginning Balance, Shares at Jan. 01, 2012 | ' | 110,000,008 | ' | ' |
Net income | 19,500 | ' | ' | 19,500 |
Issuance of shares to stockholders and in IPO, net of issuance costs | 5,000 | 1 | 4,999 | ' |
Issuance of shares to stockholders and in IPO, net of issuance costs, Shares | ' | 831,314 | ' | ' |
Issuance of shares related to Sunflower Transaction | 89,605 | 15 | 89,590 | ' |
Issuance of shares related to Sunflower acquisition, Shares | ' | 14,898,136 | ' | ' |
Issuance of shares | ' | ' | ' | ' |
Issuance of shares, Shares | ' | 62,271 | ' | ' |
Issuance of shares under 2011 Option Plan | 549 | ' | 549 | ' |
Issuance of shares under Option Plan, net of shares withheld, Shares | ' | 189,585 | ' | ' |
Repurchase of shares | -148 | ' | -148 | ' |
Repurchase of shares, Shares | ' | -24,585 | ' | ' |
Excess income tax benefit in equity | 143 | ' | 143 | ' |
Equity-based compensation | 4,653 | ' | 4,653 | ' |
Ending Balance at Dec. 30, 2012 | 386,755 | 126 | 395,480 | -8,851 |
Ending Balance, Shares at Dec. 30, 2012 | ' | 125,956,729 | ' | ' |
Net income | 42,046 | ' | ' | 42,046 |
Issuance of shares to stockholders and in IPO, net of issuance costs | 344,105 | 20 | 344,085 | ' |
Issuance of shares to stockholders and in IPO, net of issuance costs, Shares | ' | 20,477,215 | ' | ' |
Issuance of shares under 2011 Option Plan | 75 | ' | 75 | ' |
Issuance of shares under Option Plan, net of shares withheld, Shares | ' | 12,375 | ' | ' |
Repurchase of shares | -113 | ' | -113 | ' |
Repurchase of shares, Shares | ' | -12,375 | ' | ' |
Dividend paid to stockholders | -282,029 | ' | -274,051 | -7,978 |
Anti-dilution payments made to optionholders | -13,892 | ' | -13,892 | ' |
Tax benefit of antidilution payments made to optionholders | 4,402 | ' | 4,402 | ' |
Equity-based compensation | 4,285 | ' | 4,285 | ' |
Ending Balance at Sep. 29, 2013 | $485,634 | $146 | $460,271 | $25,217 |
Ending Balance, Shares at Sep. 29, 2013 | ' | 146,433,944 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income | $42,046 | $16,159 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization expense | 34,860 | 25,788 |
Accretion of asset retirement obligation | 84 | 212 |
Amortization of financing fees and debt issuance costs | 2,041 | 1,876 |
Loss on disposal of property and equipment | 437 | 2,609 |
Gain on sale of intangible assets | -19 | ' |
Equity-based compensation | 4,285 | 2,948 |
Non-cash loss on extinguishment of debt | 17,474 | 992 |
Deferred income taxes | 23,074 | 10,790 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -721 | -2,610 |
Inventories | -16,383 | 1,290 |
Prepaid expenses and other current assets | -9,752 | 3,590 |
Other assets | -3,875 | -5,378 |
Accounts payable | 39,808 | 6,921 |
Accrued salaries and benefits | -469 | 5,016 |
Other accrued liabilities | 39 | 3,675 |
Other long-term liabilities | 9,777 | 8,617 |
Net cash provided by operating activities | 142,706 | 82,495 |
Cash flows from investing activities | ' | ' |
Purchases of property and equipment | -74,777 | -28,637 |
Proceeds from disposal of property and equipment | 2 | 9,646 |
Proceeds from sale of intangible assets | 172 | ' |
Acquisition, net of cash acquired | ' | -130,174 |
Net cash used in investing activities | -74,603 | -149,165 |
Cash flows from financing activities | ' | ' |
Borrowings on line of credit | ' | 3,000 |
Payments on line of credit | ' | -3,000 |
Borrowings on term loan, net of financing costs | 688,127 | 97,247 |
Payments on term loan | -745,100 | -2,575 |
Borrowings on Sr. Subordinated Notes | ' | 35,000 |
Payments on Sr. Subordinated Notes | -35,000 | ' |
Payments on capital lease obligations | -335 | -321 |
Payments on financing lease obligations | -2,104 | -1,572 |
Payments of deferred financing costs | -1,370 | -401 |
Payments of IPO costs | -4,212 | ' |
Cash from landlord related to financing lease obligations | 4,057 | 527 |
Payment to stockholders and option holders | -295,921 | ' |
Repurchase of shares | -113 | ' |
Proceeds from the issuance of shares | 348,392 | 5,549 |
Net cash provided by (used in) financing activities | -43,579 | 133,454 |
Net increase in cash and cash equivalents | 24,524 | 66,784 |
Cash and cash equivalents at beginning of the period | 67,211 | 14,542 |
Cash and cash equivalents at the end of the period | 91,735 | 81,326 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid for interest | 31,529 | 23,101 |
Cash paid for income taxes | 1,276 | 1,501 |
Supplemental disclosure of non-cash investing and financing activities | ' | ' |
Property and equipment in accounts payable | 6,332 | 2,832 |
Property acquired through capital and financing lease obligations | $10,986 | $5,970 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 29, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
1. Basis of Presentation | |
Sprouts Farmers Market, Inc., a Delaware corporation, through its subsidiaries, operates as a specialty retailer of natural and organic food, offering a complete shopping experience that includes fresh produce, bulk foods, vitamins and supplements, grocery, meat and seafood, bakery, dairy, frozen foods, body care and natural household items catering to consumers’ growing interest in eating and living healthier. The “Company” is used to refer collectively to Sprouts Farmers Market, Inc. and its subsidiaries. | |
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries 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 and the consolidated financial statements and notes thereto for the fiscal year ended December 30, 2012 included in the Company’s Prospectus dated July 31, 2013, filed on August 2, 2013 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), in respect of the Company’s Registration Statement on Form S-1 (Reg. No. 333-188493). | |
On August 6, 2013, the Company completed its initial public offering (“IPO”) of 21,275,000 shares of common stock at a price of $18.00 per share. The Company sold 20,477,215 shares of common stock, and certain stockholders sold the remaining 797,785 shares. The Company received net proceeds from the IPO of $344.1 million, after deducting underwriting discounts and offering expenses. See Note 12, “Stockholders’ Equity” for more information. | |
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. Fiscal years 2012 and 2013 are 52-week years. The Company reports its results of operations on a 13-week quarter, except for 53-week fiscal years. | |
The Company has one reportable and one operating segment. | |
The Company’s business is subject to modest seasonality. Average weekly sales fluctuate throughout the year and are typically highest in the first half of the fiscal year. Produce, which contributed 26% of the Company’s net sales for the thirty-nine weeks ended September 29, 2013, is generally more available in the first six months of the fiscal year due to the timing of peak growing seasons. | |
All dollar amounts are in thousands, unless otherwise noted. |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 29, 2013 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recently Issued Accounting Pronouncements | ' |
2. Recently Issued Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force),” which amends Accounting Standards Codification (“ASC”) 405, “Liabilities.” The amendments provide guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied retrospectively. The provisions are effective for the Company’s first quarter of 2014. The Company does not expect adoption of this guidance to have a material effect on its consolidated financial statements. | |
During the second fiscal quarter of 2013, the Company adopted ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. The adoption concerns presentation and disclosure only, and as the Company does not have items of other comprehensive income, it did not have an impact on the Company’s consolidated financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends ASC 740, “Income Taxes.” ASU No. 2013-11 requires that unrecognized tax benefits be classified as an offset to deferred tax assets to the extent of any net operating loss carryforwards, similar tax loss carryforwards, or tax credit carryforwards available at the reporting date in the applicable tax jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position. An exception would apply if the tax law of the tax jurisdiction does not require the Company to use, and it does not intend to use, the deferred tax asset for such purpose. This guidance is effective for reporting periods beginning after December 15, 2013. The Company does not expect the adoption of these provisions to have a material effect on the consolidated financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 29, 2013 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Measurements | ' |
3. Fair Value Measurements | |
The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: | |
Level 1: Quoted prices for identical instruments in active markets. | |
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. | |
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in the impairment analysis of goodwill, intangible assets, long-lived assets and in the valuation of store closure and exit costs. | |
The determination of fair values of certain tangible and intangible assets for purposes of the Company’s goodwill impairment evaluation as described above was based upon Level 3 inputs. Closed store reserves are recorded at net present value to approximate fair value which is classified as Level 3 in the hierarchy. The estimated fair value of the closed store reserve is calculated based on the present value of the remaining lease payments and other charges using a weighted average cost of capital, reduced by estimated sublease rentals. The weighted average cost of capital was estimated using information from comparable companies and management’s judgment related to the risk associated with the operations of the stores. | |
Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued salaries and benefits and other accrued liabilities approximate fair value because of the short maturity of those instruments. Based on open market transactions comparable to the Term Loan and Former Term Loan (as defined in Note 7, “Long-Term Debt”), the fair value of the long-term debt, including current maturities, approximates carrying value as of September 29, 2013 and December 30, 2012. The carrying amount of the Senior Subordinated Promissory Notes (as defined in Note 7, “Long-Term Debt”) approximates fair value as its terms are consistent with current market rates as of December 30, 2012. The Company’s estimates of the fair value of long-term debt (including current maturities) and the Senior Subordinated Promissory Notes were classified as Level 2 in the fair value hierarchy. |
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
4. Business Combinations | |||||||||
In May 2012, the Company acquired Sunflower Farmers Markets, Inc., a Delaware corporation (the “Sunflower Transaction”), that operated 37 Sunflower Farmers Market stores (“Sunflower”), which increased the Company’s total store count to 143 and extended the Company’s footprint into New Mexico, Nevada, Oklahoma and Utah. The Company’s consolidated financial statements include the financial position, results of operations and cash flows of Sunflower commencing on May 29, 2012. | |||||||||
Unaudited supplemental pro forma information | |||||||||
The following table presents unaudited supplemental pro forma consolidated results of operations information for the thirteen and thirty-nine weeks ended September 30, 2012. The unaudited supplemental pro forma consolidated results of operations information gives effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in consolidated debt, as if the Sunflower Transaction occurred at the beginning of 2011: | |||||||||
Thirteen | Thirty-Nine | ||||||||
Weeks | Weeks | ||||||||
Ended | Ended | ||||||||
September 30, | September 30, | ||||||||
2012 | 2012 | ||||||||
Net sales | $ | 510,050 | $ | 1,512,022 | |||||
Net income | $ | 1,796 | $ | 16,969 | |||||
The unaudited supplemental pro forma consolidated results of operations information is provided for illustrative purposes only and does not purport to present what the actual results of operations would have been had the Sunflower Transaction actually occurred on the date indicated, nor does it purport to represent results of operations for any future period. The unaudited supplemental pro forma information includes certain non-recurring costs incurred as a result of the Sunflower Transaction, such as acquisition-related costs and expenses due to change in control. The information does not reflect any cost savings or other benefits that may be obtained through synergies among the operations of the Company, except to the extent realized in 2012. |
Accounts_Receivable
Accounts Receivable | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable | ' | ||||||||
5. Accounts Receivable | |||||||||
A summary of accounts receivable is as follows: | |||||||||
As Of | |||||||||
September 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Vendor | $ | 7,337 | $ | 5,602 | |||||
Landlord incentives | 528 | 845 | |||||||
Medical insurance receivables | 26 | 1,287 | |||||||
Other | 1,071 | 681 | |||||||
Total | $ | 8,962 | $ | 8,415 | |||||
Medical insurance receivables relate to amounts receivable from the Company’s health insurance carrier for claims in excess of stop-loss limits. | |||||||||
As of September 29, 2013 and December 30, 2012, the Company had recorded allowances of $0.2 million and $0.3 million, respectively, for certain receivables. |
Accrued_Salaries_and_Benefits
Accrued Salaries and Benefits | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Salaries and Benefits | ' | ||||||||
6. Accrued Salaries and Benefits | |||||||||
A summary of accrued salaries and benefits is as follows: | |||||||||
As Of | |||||||||
September 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Bonuses | $ | 7,288 | $ | 6,253 | |||||
Vacation | 6,749 | 6,747 | |||||||
Accrued payroll | 6,511 | 5,626 | |||||||
Severance | 136 | 2,528 | |||||||
Other | 244 | 243 | |||||||
Total | $ | 20,928 | $ | 21,397 | |||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Long-Term Debt | ' | ||||||||||||||||
7. Long-Term Debt | |||||||||||||||||
A summary of long-term debt is as follows: | |||||||||||||||||
Maturity | Interest Rate | As Of | |||||||||||||||
Facility | September 29, | December 30, | |||||||||||||||
2013 | 2012 | ||||||||||||||||
Senior Secured | |||||||||||||||||
$700.0 million Term Loan, net of original issue discount | Apr-20 | Variable | $ | 351,778 | $ | — | |||||||||||
$60.0 million Revolving Credit Facility | April 2018 | Variable | — | — | |||||||||||||
$410.0 million Former Term Loan, net of original issue discount | April 2018 | Variable | — | 391,544 | |||||||||||||
$50.0 million Former Revolving Credit Facility | April 2016 | Variable | — | — | |||||||||||||
Senior Subordinated Notes | |||||||||||||||||
$35.0 million Senior Subordinated Promissory Notes | July 2019 | 10%-14% | — | 35,000 | |||||||||||||
Total debt | 351,778 | 426,544 | |||||||||||||||
Less current portion | (5,684 | ) | (1,788 | ) | |||||||||||||
Long-term debt, net of current portion | $ | 346,094 | $ | 424,756 | |||||||||||||
Current portion of long-term debt is presented net of issue discount of $1.3 million and $2.3 million as of September 29, 2013 and December 30, 2012, respectively. The noncurrent portion of long-term debt is presented net of issue discount of $6.9 million and $11.3 million at September 29, 2013 and December 30, 2012, respectively. | |||||||||||||||||
Senior Secured Credit Facilities | |||||||||||||||||
April 2013 Refinancing | |||||||||||||||||
On April 23, 2013, the Company’s subsidiary, Sprouts Farmers Markets Holdings, LLC (“Intermediate Holdings”), as borrower, refinanced (the “April 2013 Refinancing”) the Former Revolving Credit Facility and the Former Term Loan (each, as defined below), by entering into a new credit facility (the “Credit Facility”). The Credit Facility provides for a $700.0 million term loan (the “Term Loan”) and a $60.0 million senior secured revolving credit facility (the “Revolving Credit Facility”). | |||||||||||||||||
The proceeds of the Term Loan were used to repay in full the outstanding Former Term Loan balance of $403.1 million. Such repayment resulted in an $8.2 million loss on extinguishment of debt due to the write-off of deferred financing costs and original issue discount. No amounts were outstanding under the Former Revolving Credit Facility. The remaining proceeds from the Term Loan, together with cash on hand, were used to make a $282.0 million distribution to the Company’s equity holders, to make payments of $13.9 million to vested option holders and to pay transaction fees and expenses related to the refinancing. | |||||||||||||||||
The terms of the Credit Facility allow the Company, subject to certain conditions, to increase the amount of the term loans and revolving commitments thereunder by an aggregate incremental amount of up to $160.0 million, plus an additional amount, so long as after giving effect to such increase, (i) in the case of incremental loans that rank pari passu with the initial term loans, the net first lien leverage ratio does not exceed 4.00 to 1.00, and (ii) in the case of incremental loans that rank junior to the initial Term Loan, the total leverage ratio does not exceed 5.25 to 1.00. | |||||||||||||||||
Guarantees | |||||||||||||||||
Obligations under the Credit Facility are guaranteed by the Company and all of its current and future wholly owned material domestic subsidiaries. Borrowings under the Credit Facility are secured by (i) a pledge by Sprouts of its equity interests in Intermediate Holdings and (ii) first-priority liens on substantially all assets of Intermediate Holdings and the subsidiary guarantors, in each case, subject to permitted liens and certain exceptions. | |||||||||||||||||
Term Loan and Partial Repayment in IPO | |||||||||||||||||
On August 6, 2013, the Company used $340.0 million of the net proceeds from its IPO to make a partial repayment of the Term Loan. Such repayment resulted in a $9.0 million loss on extinguishment of debt due to the write-off of deferred financing costs and original issue discount for the portion of the debt repaid. This loss on extinguishment of debt is reflected in the Company’s statement of operations for the thirteen and thirty-nine weeks ended September 29, 2013. As of September 29, 2013, the outstanding balance of the Term Loan was $351.8 million, net of issue discount of $8.2 million. Financing fees and issue discount are being amortized to interest expense over the term of the Term Loan. | |||||||||||||||||
Interest and Applicable Margin | |||||||||||||||||
All amounts outstanding under the Credit Facility will bear interest, at the Company’s option, at a rate per annum equal to LIBOR (with a 1.00% floor with respect to Eurodollar borrowings under the Term Loan), adjusted for statutory reserves, plus a margin equal to 3.00%, or an alternate base rate, plus a margin equal to 2.00%, as set forth in the Credit Facility. These interest margins were reduced to their current levels (from 3.50% and 2.50%, respectively) effective August 2, 2013, as a result of (i) the consummation of the Company’s IPO, and (ii) the Company achieving a reduction in the net first lien leverage ratio to less than or equal to 2.75 to 1.00. | |||||||||||||||||
Payments and Prepayments | |||||||||||||||||
The Term Loan will mature in April 2020 and will amortize at a rate per annum, in four equal quarterly installments, in an aggregate amount equal to 1.00% of the original principal balance, with the balance due on the maturity date. | |||||||||||||||||
Subject to exceptions set forth therein, the Credit Facility requires mandatory prepayments in amounts equal to (i) 50% (reduced to 25% if net first lien leverage is less than 3.00 to 1.00 but greater than 2.50 to 1.00 and 0% if net first lien leverage is less than 2.50 to 1.00) of excess cash flow (as defined in the Credit Facility) at the end of each fiscal year, (ii) 100% of the net cash proceeds from certain non-ordinary course asset sales by the Company or any subsidiary guarantor (subject to certain exceptions and reinvestment provisions) and (iii) 100% of the net cash proceeds from the issuance or incurrence of debt by the Company or any of its subsidiaries not permitted under the Credit Facility. | |||||||||||||||||
Voluntary prepayments of borrowings under the Credit Facility are permitted at any time, in agreed-upon minimum principal amounts. There is a prepayment fee equal to 1.00% of the principal amount of the Term Loan under the Credit Facility optionally prepaid in connection with any “repricing transaction” on or prior to April 23, 2014, the first anniversary of the closing date. Prepayments made thereafter will not be subject to premium or penalty (except LIBOR breakage costs, if applicable). | |||||||||||||||||
Revolving Credit Facility | |||||||||||||||||
The Credit Facility includes a $60.0 million Revolving Credit Facility which matures in April 2018. The Revolving Credit Facility includes letter of credit and $5.0 million swingline loan subfacilities. Letters of credit issued under the facility reduce the borrowing capacity on the total facility. There are no amounts outstanding on the Revolving Credit Facility at September 29, 2013. Letters of credit totaling $8.0 million have been issued as of September 29, 2013 primarily to support the Company’s insurance programs. Amounts available under the Revolving Credit Facility at September 29, 2013 totaled $52.0 million. | |||||||||||||||||
Interest terms on the Revolving Credit Facility are the same as the Term Loan. | |||||||||||||||||
The Company capitalized debt issuance costs of $1.1 million related to the Revolving Credit Facility, which are being amortized to interest expense over the term of the Revolving Credit Facility. | |||||||||||||||||
Under the terms of the Credit Facility, the Company is obligated to pay a commitment fee on the available unused amount of the Revolving Credit Facility commitments equal to 0.50% per annum. | |||||||||||||||||
Covenants | |||||||||||||||||
The Credit Facility 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 subordinated debt or other material agreements; and | ||||||||||||||||
• | change its fiscal year | ||||||||||||||||
Each of these covenants is subject to customary or agreed-upon exceptions, baskets and thresholds. | |||||||||||||||||
In addition, if the Company has any amounts outstanding under the Revolving Credit Facility as of the last day of any fiscal quarter, the Revolving Credit Facility requires the borrower to maintain a ratio of Revolving Facility Credit exposure to consolidated trailing 12-month EBITDA (as defined in the Credit Facility) of no more than 0.75 to 1.00 as of the end of each such fiscal quarter. | |||||||||||||||||
The Company was in compliance with all applicable covenants under the Credit Facility as of September 29, 2013. | |||||||||||||||||
Former Term Loan and Revolving Credit Facility | |||||||||||||||||
On April 18, 2011, the Company, through Intermediate Holdings, entered into senior secured credit facilities (“Former Senior Secured Credit Facilities”). During April 2012, the Company amended the Former Senior Secured Credit Facilities as described below. | |||||||||||||||||
The Former Senior Secured Credit Facilities provided for a $50.0 million revolving credit facility (“Former Revolving Credit Facility”), which included a letter of credit subfacility (up to the unused amount of the Former Revolving Credit Facility) and a $5.0 million swingline loan subfacility. | |||||||||||||||||
During April 2011, the Company borrowed $310.0 million (“Former Term Loan”), net of financing fees of $1.3 million and issue discount of $14.1 million under the Former Term Loan and used the proceeds to effectuate the 2011 combination of Sprouts Farmers Markets, LLC, an Arizona limited liability company (“Sprouts Arizona”), with Henry’s Holdings, LLC, a Delaware limited liability company. | |||||||||||||||||
During April 2012, the Company amended the Former Senior Secured Credit Facilities and used the incremental commitments provision to borrow an additional $100.0 million, net of financing fees of $0.5 million and issue discount of $2.7 million, and used the proceeds to effectuate the Sunflower Transaction in May 2012. | |||||||||||||||||
In connection with the April 2013 Refinancing, the Company repaid the Former Term Loan in its entirety and recorded a related $8.2 million loss on extinguishment of debt as reflected in the consolidated statement of operations for the thirty-nine weeks ended September 29, 2013. | |||||||||||||||||
The Former Term Loan required quarterly principal payments, totaling 1.00% per annum, with the balance payable on the final maturity date. | |||||||||||||||||
The Company capitalized total debt issuance costs (financing fees) between 2011 and 2012 of $1.8 million related to the Former Term Loan, which were being amortized to interest expense over the term of the loan. Additionally, $16.7 million of lender fees were reflected as a discount on the Former Term Loan and were being charged to interest expense over the term of the Former Term Loan. | |||||||||||||||||
Interest terms on the Former Revolving Credit Facility were the same as the Former Term Loan. | |||||||||||||||||
The Company capitalized debt issuance costs of $1.8 million related to the Former Revolving Credit Facility, which were being amortized to interest expense over the term of the facility. | |||||||||||||||||
There were no amounts outstanding on the Former Revolving Credit Facility at December 30, 2012. Letters of credit totaling $8.4 million had been issued as of December 30, 2012. | |||||||||||||||||
Senior Subordinated Promissory Notes | |||||||||||||||||
In May 2012, the Company issued $35.0 million aggregate principal amount of 10.0% senior subordinated promissory notes (“Senior Subordinated Promissory Notes”). Interest accrued at 10.0% annually for the first three years, increasing by 1.0% each year thereafter. | |||||||||||||||||
On May 31, 2013, the Company repaid the entire balance of $35.0 million of outstanding Senior Subordinated Promissory Notes and paid $0.3 million of interest accrued to date. |
Closed_Store_Reserves
Closed Store Reserves | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||
Closed Store Reserves | ' | ||||||||
8. Closed Store Reserves | |||||||||
The following is a summary of closed store reserve activity during the thirty-nine weeks ended September 29, 2013 and fiscal year ended December 30, 2012: | |||||||||
September 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 5,243 | $ | 5,427 | |||||
Additions | 363 | 4,343 | |||||||
Usage | (1,348 | ) | (1,645 | ) | |||||
Adjustments | 617 | (2,882 | ) | ||||||
Ending balance | $ | 4,875 | $ | 5,243 | |||||
Additions made during 2013 relate to the closure of a former Sunflower warehouse. Adjustments relate to adjustments of sublease estimates. Additions made during 2012 relate to one store closure and the closure of a Sunflower administrative facility. During 2012, an adjustment was made to reflect the release of the Company from a lease for a closed store resulting in a reduction of liability of $1.3 million. Also, another location previously closed was subleased to an unaffiliated third party, resulting in a reduction of $2.0 million to the liability. Other adjustments related to changes in sublease income estimates. The closed store reserve balances reflected above primarily consist of future rent payment obligations, net of expected future sublease income, and will be paid over a period of one to eleven years. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 29, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
9. Income Taxes | |
The Company’s effective tax rate for the thirteen weeks ended September 29, 2013 and September 30, 2012 was 38.3% and 47.4%, respectively. The effective tax rate for the thirty-nine weeks ended September 29, 2013 and September 30, 2012 was 39.3% and 44.2%, respectively. The decrease in the effective tax rate was primarily the result of nondeductible transaction costs for the Sunflower Transaction for the thirteen and thirty-nine weeks ended September 30, 2012. The effective tax rate for the thirteen weeks ended September 29, 2013 included a discrete tax benefit for 2012 income taxes. | |
In September 2013 the Internal Revenue Service issued final regulations related to tangible property, which govern when a taxpayer must capitalize or deduct expenses for acquiring, maintaining, repairing and replacing tangible property. The regulations are effective for tax years beginning January 1, 2014, however early adoption is permitted. The Company has analyzed the impacts of the tangible property regulations, and has determined it is in compliance with the regulations. The adoption of the regulations will not have a significant effect on the Company’s consolidated financial statements. |
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 29, 2013 | |
Related Party Transactions [Abstract] | ' |
Related-Party Transactions | ' |
10. Related-Party Transactions | |
During 2012, the Company incurred costs related to its use of a private aircraft owned by an entity controlled by a member of the Company’s board of directors. Fees paid in connection with the use of the aircraft were $0.2 million and $0.3 million, during the thirteen and thirty-nine weeks ended September 30, 2012, respectively. During the third quarter of 2012, the Company purchased the aircraft for $3.2 million. | |
Two stockholders, including a member of the Company’s board of directors, are investors in a company that is a supplier of coffee to the Company. During the thirteen weeks ended September 29, 2013 and September 30, 2012, purchases from this company were $1.7 million and $1.2 million, respectively. During the thirty-nine weeks ended September 29, 2013 and September 30, 2012, purchases from this company were $5.6 million and $3.7 million, respectively. As of September 29, 2013 and December 30, 2012, the accounts receivable amount the Company had recorded from this vendor related to vendor rebates was not material and $0.4 million, respectively. As of September 29, 2013 and December 30, 2012, the Company had recorded accounts payable due to this vendor of $0.6 million and $0.7 million, respectively. | |
On August 30, 2007, Sprouts Arizona entered into a services agreement (the “Services Agreement”) with an outsourced service provider who is a stockholder of the Company, to perform substantially all of the Company’s bookkeeping services including among other matters, general ledger maintenance, payroll processing, accounts payable processing, accounts receivable processing, and management reporting. The initial term of the Services Agreement was September 1, 2007 through September 1, 2009 with automatic renewal for successive one-year terms unless either party provides six months’ termination notice. During the thirteen weeks ended September 29, 2013 and September 30, 2012, fees and other expenses paid to the service provider under the terms of the Services Agreement were $0.6 million and $0.8 million, respectively. During the thirty-nine weeks ended September 29, 2013 and September 30, 2012, fees and other expenses paid to the service provider under the terms of the Services Agreement were $1.8 million and $2.2 million, respectively. The Company has an option to terminate the Services Agreement early for a termination fee of $100,000. If this arrangement were to be terminated, the inability of a third-party service provider to resume these services on a timely basis would impact the Company’s business and operating results. | |
As of December 30, 2012, $1.0 million of the Senior Subordinated Promissory Notes were held by certain members of senior management of the Company. The Company repaid these amounts as part of full repayment of the Senior Subordinated Promissory Notes on May 31, 2013. See Note 7, “Long-Term Debt” for more information. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 29, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
11. 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 insurance and self-insurance obligations. Estimation of insurance and self-insurance liabilities requires significant judgment and actual claim settlements and associated expenses may differ from the Company’s current provisions for loss. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 29, 2013 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
12. Stockholders’ Equity | |
Initial Public Offering | |
On August 6, 2013, the Company completed its IPO of 21,275,000 shares of common stock at a price of $18.00 per share. The Company sold 20,477,215 shares of common stock, and certain stockholders sold the remaining 797,785 shares. The Company received gross proceeds from the IPO of approximately $368.6 million, or $344.1 million after deducting underwriting discounts and offering expenses of $24.5 million. The Company did not receive any proceeds from the sale of shares by the selling stockholders. On August 6, 2013, the Company used $340.0 million of the net proceeds from its IPO to make a partial repayment of the Term Loan. See Note 7, “Long-Term Debt” for more information. | |
Distribution to Stockholders | |
On April 24, 2013, the Company paid a total distribution of $282.0 million to stockholders. Additionally, pursuant to the anti-dilution provisions of the 2011 Option Plan (as defined in Note 14 “Equity-Based Compensation” below), the Company paid $13.9 million to certain vested option holders and reduced the exercise price on unvested and certain vested options. | |
The payment was made first from retained earnings to date as of the payment date, and payment in excess of retained earnings was made from additional paid-in capital. |
Net_Income_Per_Share
Net Income Per Share | 9 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Income Per Share | ' | ||||||||||||||||
13. Net Income Per Share | |||||||||||||||||
The computation of 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. | |||||||||||||||||
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 | ||||||||||||||||
September 29, | September 30, | September 29, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic net income per share: | |||||||||||||||||
Net income | $ | 11,461 | $ | 1,307 | $ | 42,046 | $ | 16,159 | |||||||||
Weighted average shares outstanding | 139,687 | 125,794 | 130,538 | 116,791 | |||||||||||||
Basic net income per share | $ | 0.08 | $ | 0.01 | $ | 0.32 | $ | 0.14 | |||||||||
Diluted net income per share: | |||||||||||||||||
Net income | $ | 11,461 | $ | 1,307 | $ | 42,046 | $ | 16,159 | |||||||||
Weighted average shares outstanding | 139,687 | 125,794 | 130,538 | 116,791 | |||||||||||||
Effect of dilutive options: | |||||||||||||||||
Assumed exercise of options to purchase shares | 5,023 | 2,026 | 3,991 | 1,650 | |||||||||||||
Weighted average shares and equivalent shares outstanding | 144,710 | 127,820 | 134,529 | 118,441 | |||||||||||||
Diluted net income per share | $ | 0.08 | $ | 0.01 | $ | 0.31 | $ | 0.14 | |||||||||
For both the thirteen and thirty-nine weeks ended September 29, 2013 the computation of diluted net income per share does not include 2.6 million options as those options would have been antidilutive or were unvested performance based options. For both the thirteen and thirty-nine weeks ended September 30, 2012 the computation of diluted net income per share does not include 4.5 million options, as those options were unvested performance based options. |
EquityBased_Compensation
Equity-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Equity-Based Compensation | ' | ||||||||||||||||
14. Equity-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 IPO and replaced the 2011 Option Plan (except with respect to outstanding options under the 2011 Option Plan). The 2013 Incentive Plan serves as the umbrella plan for the Company’s stock-based and cash-based incentive compensation programs for its directors, officers and other team members. | |||||||||||||||||
Under the 2013 Incentive Plan, effective July 31, 2013 upon the pricing of the Company’s IPO, the Company granted to certain officers and team members options to purchase 396,000 shares of common stock at an exercise price of $18.00 per share, with grant date fair values of $4.65 to $5.92. The Company also granted to independent directors options to purchase 11,112 shares of common stock at an exercise price of $18.00 per share, with a grant date fair value of $4.65. | |||||||||||||||||
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. | |||||||||||||||||
2011 Option Plan | |||||||||||||||||
In May 2011, the Company adopted the Sprouts Farmers Markets, LLC Option Plan (the “2011 Option Plan”) to provide employees or directors of the Company with options to acquire shares of the Company (“options”). The Company had authorized 12,100,000 shares for issuance under the 2011 Option Plan. Options may no longer be issued under the 2011 Option Plan. | |||||||||||||||||
During the thirty-nine weeks ended September 29, 2013, the Company awarded 209,000 options to employees under the 2011 Option Plan at exercise prices of $9.15 and grant date fair values of $2.33 to $3.10. | |||||||||||||||||
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 and vary depending on if they are time-based or performance-based. Time-based options generally vest ratably over a period of 12 quarters (three years) and performance-based options vest over a period of three years based on financial performance targets set for each year. In the event of a change in control as defined in the 2011 Option Plan, all options under such plan become immediately vested and exercisable. | |||||||||||||||||
Equity-based compensation expense was reflected in the consolidated statements of operations as follows: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 29, | September 30, | September 29, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of sales, buying and occupancy | $ | 164 | $ | 202 | $ | 481 | $ | 329 | |||||||||
Direct store expenses | 22 | 32 | 81 | 95 | |||||||||||||
Selling, general and administrative expenses | 1,433 | 1,055 | 3,723 | 2,524 | |||||||||||||
Equity-based compensation expense before income taxes | 1,619 | 1,289 | 4,285 | 2,948 | |||||||||||||
Income tax benefit | (620 | ) | (611 | ) | (1,684 | ) | (1,303 | ) | |||||||||
Net equity-based compensation expense | $ | 999 | $ | 678 | $ | 2,601 | $ | 1,645 | |||||||||
Net equity-based compensation expense for the thirty-nine weeks ended September 29, 2013 included additional expense of $0.5 million related to anti-dilution provision payments made to certain option holders. See Note 12, “Stockholders’ Equity” for more information. | |||||||||||||||||
As of September 29, 2013 and December 30, 2012, there were approximately 5,177,053 and 5,830,000 unvested options outstanding, respectively. | |||||||||||||||||
As of September 29, 2013, total unrecognized compensation expense related to outstanding options was $5.4 million which, if the service and performance conditions are fully met, is expected to be recognized over the next 0.9 years on a weighted-average basis. | |||||||||||||||||
During the thirteen weeks ended September 29, 2013, there were no exercises of options. During the thirty-nine weeks ended September 29, 2013, the Company received $0.1 million in cash proceeds from the exercise of options. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 29, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting | ' |
The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries 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 and the consolidated financial statements and notes thereto for the fiscal year ended December 30, 2012 included in the Company’s Prospectus dated July 31, 2013, filed on August 2, 2013 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), in respect of the Company’s Registration Statement on Form S-1 (Reg. No. 333-188493). | |
On August 6, 2013, the Company completed its initial public offering (“IPO”) of 21,275,000 shares of common stock at a price of $18.00 per share. The Company sold 20,477,215 shares of common stock, and certain stockholders sold the remaining 797,785 shares. The Company received net proceeds from the IPO of $344.1 million, after deducting underwriting discounts and offering expenses. See Note 12, “Stockholders’ Equity” for more information. | |
The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. | |
Fiscal Period | ' |
The Company reports its results of operations on a 52- or 53-week fiscal calendar ending on the Sunday closest to December 31. Fiscal years 2012 and 2013 are 52-week years. The Company reports its results of operations on a 13-week quarter, except for 53-week fiscal years. | |
Segment Reporting | ' |
The Company has one reportable and one operating segment. | |
Sales | ' |
The Company’s business is subject to modest seasonality. Average weekly sales fluctuate throughout the year and are typically highest in the first half of the fiscal year. Produce, which contributed 26% of the Company’s net sales for the thirty-nine weeks ended September 29, 2013, is generally more available in the first six months of the fiscal year due to the timing of peak growing seasons. | |
Recently Issued Accounting Pronouncements | ' |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force),” which amends Accounting Standards Codification (“ASC”) 405, “Liabilities.” The amendments provide guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied retrospectively. | |
Fair Value Measurement | ' |
The Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value: | |
Level 1: Quoted prices for identical instruments in active markets. | |
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. | |
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in the impairment analysis of goodwill, intangible assets, long-lived assets and in the valuation of store closure and exit costs. | |
Commitments and Contingencies | ' |
The Company’s primary contingencies are associated with insurance and self-insurance obligations. Estimation of insurance and self-insurance liabilities requires significant judgment and actual claim settlements and associated expenses may differ from the Company’s current provisions for loss. | |
Net Income Per Share | ' |
The computation of 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. |
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | ' | ||||||||
The following table presents unaudited supplemental pro forma consolidated results of operations information for the thirteen and thirty-nine weeks ended September 30, 2012. The unaudited supplemental pro forma consolidated results of operations information gives effect to certain adjustments, including depreciation and amortization of the assets acquired and liabilities assumed based on their estimated fair values and changes in interest expense resulting from changes in consolidated debt, as if the Sunflower Transaction occurred at the beginning of 2011: | |||||||||
Thirteen | Thirty-Nine | ||||||||
Weeks | Weeks | ||||||||
Ended | Ended | ||||||||
September 30, | September 30, | ||||||||
2012 | 2012 | ||||||||
Net sales | $ | 510,050 | $ | 1,512,022 | |||||
Net income | $ | 1,796 | $ | 16,969 |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Summary of Accounts Receivable | ' | ||||||||
A summary of accounts receivable is as follows: | |||||||||
As Of | |||||||||
September 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Vendor | $ | 7,337 | $ | 5,602 | |||||
Landlord incentives | 528 | 845 | |||||||
Medical insurance receivables | 26 | 1,287 | |||||||
Other | 1,071 | 681 | |||||||
Total | $ | 8,962 | $ | 8,415 | |||||
Accrued_Salaries_and_Benefits_
Accrued Salaries and Benefits (Tables) | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Summary of Accrued Salaries and Benefits | ' | ||||||||
A summary of accrued salaries and benefits is as follows: | |||||||||
As Of | |||||||||
September 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Bonuses | $ | 7,288 | $ | 6,253 | |||||
Vacation | 6,749 | 6,747 | |||||||
Accrued payroll | 6,511 | 5,626 | |||||||
Severance | 136 | 2,528 | |||||||
Other | 244 | 243 | |||||||
Total | $ | 20,928 | $ | 21,397 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Long-Term Debt | ' | ||||||||||||||||
A summary of long-term debt is as follows: | |||||||||||||||||
Maturity | Interest Rate | As Of | |||||||||||||||
Facility | September 29, | December 30, | |||||||||||||||
2013 | 2012 | ||||||||||||||||
Senior Secured | |||||||||||||||||
$700.0 million Term Loan, net of original issue discount | Apr-20 | Variable | $ | 351,778 | $ | — | |||||||||||
$60.0 million Revolving Credit Facility | April 2018 | Variable | — | — | |||||||||||||
$410.0 million Former Term Loan, net of original issue discount | April 2018 | Variable | — | 391,544 | |||||||||||||
$50.0 million Former Revolving Credit Facility | April 2016 | Variable | — | — | |||||||||||||
Senior Subordinated Notes | |||||||||||||||||
$35.0 million Senior Subordinated Promissory Notes | July 2019 | 10%-14% | — | 35,000 | |||||||||||||
Total debt | 351,778 | 426,544 | |||||||||||||||
Less current portion | (5,684 | ) | (1,788 | ) | |||||||||||||
Long-term debt, net of current portion | $ | 346,094 | $ | 424,756 | |||||||||||||
Closed_Store_Reserves_Tables
Closed Store Reserves (Tables) | 9 Months Ended | ||||||||
Sep. 29, 2013 | |||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||
Summary of Closed Store Reserve Activity | ' | ||||||||
The following is a summary of closed store reserve activity during the thirty-nine weeks ended September 29, 2013 and fiscal year ended December 30, 2012: | |||||||||
September 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 5,243 | $ | 5,427 | |||||
Additions | 363 | 4,343 | |||||||
Usage | (1,348 | ) | (1,645 | ) | |||||
Adjustments | 617 | (2,882 | ) | ||||||
Ending balance | $ | 4,875 | $ | 5,243 | |||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income Per Share | ' | ||||||||||||||||
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 | ||||||||||||||||
September 29, | September 30, | September 29, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Basic net income per share: | |||||||||||||||||
Net income | $ | 11,461 | $ | 1,307 | $ | 42,046 | $ | 16,159 | |||||||||
Weighted average shares outstanding | 139,687 | 125,794 | 130,538 | 116,791 | |||||||||||||
Basic net income per share | $ | 0.08 | $ | 0.01 | $ | 0.32 | $ | 0.14 | |||||||||
Diluted net income per share: | |||||||||||||||||
Net income | $ | 11,461 | $ | 1,307 | $ | 42,046 | $ | 16,159 | |||||||||
Weighted average shares outstanding | 139,687 | 125,794 | 130,538 | 116,791 | |||||||||||||
Effect of dilutive options: | |||||||||||||||||
Assumed exercise of options to purchase shares | 5,023 | 2,026 | 3,991 | 1,650 | |||||||||||||
Weighted average shares and equivalent shares outstanding | 144,710 | 127,820 | 134,529 | 118,441 | |||||||||||||
Diluted net income per share | $ | 0.08 | $ | 0.01 | $ | 0.31 | $ | 0.14 | |||||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 29, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Summary of Equity-Based Compensation Expense | ' | ||||||||||||||||
Equity-based compensation expense was reflected in the consolidated statements of operations as follows: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 29, | September 30, | September 29, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Cost of sales, buying and occupancy | $ | 164 | $ | 202 | $ | 481 | $ | 329 | |||||||||
Direct store expenses | 22 | 32 | 81 | 95 | |||||||||||||
Selling, general and administrative expenses | 1,433 | 1,055 | 3,723 | 2,524 | |||||||||||||
Equity-based compensation expense before income taxes | 1,619 | 1,289 | 4,285 | 2,948 | |||||||||||||
Income tax benefit | (620 | ) | (611 | ) | (1,684 | ) | (1,303 | ) | |||||||||
Net equity-based compensation expense | $ | 999 | $ | 678 | $ | 2,601 | $ | 1,645 | |||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Aug. 06, 2013 | Sep. 29, 2013 |
Segment | ||
Schedule Of Significant Accounting Policies [Line Items] | ' | ' |
Number of common stock issued and sold | 20,477,215 | ' |
Shares sold by stockholders | 797,785 | ' |
Number of shares in initial public offering | 21,275,000 | ' |
Common stock issued and sold price per share | $18 | ' |
Net proceeds from issuance of stock | $344.10 | ' |
Number of reportable segment | ' | 1 |
Number of operating segment | ' | 1 |
Produce [Member] | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' |
Approximate net sales from produce in the first half of the fiscal year | ' | 26.00% |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) | 9 Months Ended | |
Sep. 29, 2013 | 31-May-12 | |
Store | ||
Business Acquisition [Line Items] | ' | ' |
Acquisition date | 'May 2012 | ' |
Operating stores | ' | 143 |
Sunflower Farmers Markets, Inc. [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Operating stores | ' | 37 |
Business_Combinations_Schedule
Business Combinations - Schedule of Business Acquisition, Pro Forma Information, Nonrecurring Adjustments (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2012 |
Business Combinations [Abstract] | ' | ' |
Net sales | $510,050 | $1,512,022 |
Net income | $1,796 | $16,969 |
Accounts_Receivable_Summary_of
Accounts Receivable - Summary of Accounts Receivable (Detail) (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | $8,962 | $8,415 |
Vendor [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | 7,337 | 5,602 |
Landlord Incentives [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | 528 | 845 |
Medical Insurance Receivable [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | 26 | 1,287 |
Other [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | $1,071 | $681 |
Accounts_Receivable_Additional
Accounts Receivable - Additional Information (Detail) (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
In Millions, unless otherwise specified | ||
Receivables [Abstract] | ' | ' |
Allowance for receivables | $0.20 | $0.30 |
Accrued_Salaries_and_Benefits_1
Accrued Salaries and Benefits - Summary of Accrued Salaries and Benefits (Detail) (USD $) | Sep. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Bonuses | $7,288 | $6,253 |
Vacation | 6,749 | 6,747 |
Accrued payroll | 6,511 | 5,626 |
Severance | 136 | 2,528 |
Other | 244 | 243 |
Total | $20,928 | $21,397 |
LongTerm_Debt_Summary_of_LongT
Long-Term Debt - Summary of Long-Term Debt (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | 30-May-12 | Sep. 29, 2013 | Dec. 30, 2012 |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | ' | $351,778 | $426,544 |
Less current portion | ' | -5,684 | -1,788 |
Long-term debt, net of current portion | ' | 346,094 | 424,756 |
Senior Secured [Member] | $700.0 million Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | ' | 351,778 | ' |
Debt instrument, Maturity | ' | 'April 2020 | ' |
Debt instrument, Interest Rate | ' | 'Variable | ' |
Senior Secured [Member] | $60.0 million Revolving Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument, Maturity | ' | 'April 2018 | ' |
Debt instrument, Interest Rate | ' | 'Variable | ' |
Senior Secured [Member] | $410.0 million Former Term Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | ' | ' | 391,544 |
Debt instrument, Maturity | ' | 'April 2018 | ' |
Debt instrument, Interest Rate | ' | 'Variable | ' |
Senior Secured [Member] | $50.0 million Former Revolving Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument, Maturity | ' | 'April 2016 | ' |
Debt instrument, Interest Rate | ' | 'Variable | ' |
Senior Subordinated Notes [Member] | $35.0 million Senior Subordinated Promissory Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Total debt | ' | ' | $35,000 |
Debt instrument, Maturity | ' | 'July 2019 | ' |
Debt instrument, Minimum Interest Rate | ' | 10.00% | ' |
Debt instrument, Interest Rate | 'Interest accrued at 10.0% annually for the first three years, increasing by 1.0% each year thereafter. | ' | ' |
Debt instrument, Maximum Interest Rate | ' | 14.00% | ' |
LongTerm_Debt_Summary_of_LongT1
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail) (USD $) | Sep. 29, 2013 | Dec. 30, 2012 | 30-May-12 |
In Millions, unless otherwise specified | |||
$700.0 million Term Loan [Member] | Senior Secured [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument face amount | $700 | ' | ' |
$60.0 million Revolving Credit Facility [Member] | Senior Secured [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument face amount | 60 | ' | ' |
$410.0 million Former Term Loan [Member] | Senior Secured [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument face amount | ' | 410 | ' |
$50.0 million Former Revolving Credit Facility [Member] | Senior Secured [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument face amount | ' | 50 | ' |
$35.0 million Senior Subordinated Promissory Notes [Member] | Senior Subordinated Notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument face amount | ' | $35 | $35 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||||||||||
Apr. 24, 2013 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Dec. 30, 2012 | Apr. 23, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Aug. 06, 2013 | Sep. 29, 2013 | Apr. 23, 2013 | Sep. 29, 2013 | Apr. 23, 2013 | Sep. 29, 2013 | Apr. 24, 2013 | Apr. 18, 2011 | Sep. 29, 2013 | Dec. 30, 2012 | Apr. 30, 2012 | Apr. 30, 2011 | Apr. 23, 2013 | Sep. 29, 2013 | Dec. 30, 2012 | Sep. 29, 2013 | 31-May-13 | 30-May-12 | Sep. 29, 2013 | Dec. 30, 2012 | |
Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Secured [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | |||||||
Maximum [Member] | Minimum [Member] | Eurodollar [Member] | LIBOR [Member] | Alternate Base Rate [Member] | $700.0 million Term Loan [Member] | $700.0 million Term Loan [Member] | $700.0 million Term Loan [Member] | $60.0 million Revolving Credit Facility [Member] | $60.0 million Revolving Credit Facility [Member] | $60.0 million Revolving Credit Facility [Member] | $410.0 million Former Term Loan [Member] | $410.0 million Former Term Loan [Member] | $410.0 million Former Term Loan [Member] | $410.0 million Former Term Loan [Member] | $410.0 million Former Term Loan [Member] | $410.0 million Former Term Loan [Member] | Junior loans [Member] | $50.0 million Former Revolving Credit Facility [Member] | $50.0 million Former Revolving Credit Facility [Member] | $50.0 million Former Revolving Credit Facility [Member] | $35.0 million Senior Subordinated Promissory Notes [Member] | $35.0 million Senior Subordinated Promissory Notes [Member] | $35.0 million Senior Subordinated Promissory Notes [Member] | $35.0 million Senior Subordinated Promissory Notes [Member] | |||||||||
Swingline Loan Subfacility [Member] | Swingline Loan Subfacility [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt discount | ' | $1,300,000 | ' | $1,300,000 | ' | $2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncurrent portion of long-term debt discount | ' | 6,900,000 | ' | 6,900,000 | ' | 11,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings under credit facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 351,800,000 | 700,000,000 | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 403,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | -9,507,000 | -992,000 | -17,682,000 | -992,000 | ' | ' | ' | ' | ' | ' | ' | ' | -9,000,000 | ' | ' | ' | ' | ' | -8,200,000 | ' | -8,175,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend paid to stockholders | 282,029,000 | ' | ' | 282,029,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilution payments made to option holders | 13,892,000 | ' | ' | 13,892,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum incremental term loans and revolving commitments | ' | ' | ' | ' | ' | ' | 160,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net first lien leverage ratio | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25 | ' | ' | ' | ' | ' | ' | ' |
Credit facility terms | ' | ' | ' | ' | ' | ' | ' | '(i) in the case of incremental loans that rank pari passu with the initial term loans, the net first lien leverage ratio does not exceed 4.00 to 1.00, and (ii) in the case of incremental loans that rank junior to the initial Term Loan, the total leverage ratio does not exceed 5.25 to 1.00. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of Term Loan | ' | ' | ' | 745,100,000 | 2,575,000 | ' | ' | ' | ' | ' | ' | ' | ' | 340,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | 14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit interest rate terms | ' | ' | ' | ' | ' | ' | ' | 'At a rate per annum equal to LIBOR (with a 1.00% floor with respect to Eurodollar borrowings under the Term Loan), adjusted for statutory reserves, plus a margin equal to 3.00%, or an alternate base rate, plus a margin equal to 2.00%, as set forth in the Credit Facility. These interest margins were reduced to their current levels (from 3.50% and 2.50%, respectively) effective August 2, 2013, as a result of (i) the consummation of the Companybs initial public offering, and (ii) the Company achieving a reduction in the net first lien leverage ratio to less than or equal to 2.75 to 1.00. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate spread on base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate margins reduce | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in net first lien leverage | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'April 2020 | ' | 'April 2018 | ' | ' | ' | ' | 'April 2018 | ' | ' | ' | ' | 'April 2016 | ' | ' | ' | ' | 'July 2019 | ' |
Debt instrument principal repayment percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument periodic payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Four equal quarterly installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility mandatory prepayments, description | ' | ' | ' | ' | ' | ' | ' | '(i)B 50% (reduced to 25% if net first lien leverage is less than 3.00 to 1.00 but greater than 2.50 to 1.00 and 0% if net first lien leverage is less than 2.50 to 1.00) of excess cash flow (as defined in the Credit Facility) at the end of each fiscal year, (ii)B 100% of the net cash proceeds from certain non-ordinary course asset sales by the Company or any subsidiary guarantor (subject to certain exceptions and reinvestment provisions) and (iii)B 100% of the net cash proceeds from the issuance or incurrence of debt by the Company or any of its subsidiaries not permitted under the Credit Facility. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment fee percentage | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000,000 | ' | 60,000,000 | ' | 5,000,000 | ' | ' | ' | 410,000,000 | ' | ' | ' | ' | 50,000,000 | 5,000,000 | ' | 35,000,000 | ' | 35,000,000 |
Letters of credit issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,400,000 | ' | ' | ' | ' | ' |
Available amount under revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized total debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' |
Credit facility unused commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ratio of revolving credit facility exposure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalization of debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' |
Debt instrument amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 310,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument financing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument principal repayment terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Quarterly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lender fees charged to interest expense | ' | 8,790,000 | 9,951,000 | 30,346,000 | 25,414,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Debt instrument interest rate terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Variable | ' | 'Variable | ' | ' | ' | ' | 'Variable | ' | ' | ' | ' | 'Variable | ' | ' | ' | 'Interest accrued at 10.0% annually for the first three years, increasing by 1.0% each year thereafter. | ' | ' |
Repayment of notes | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' |
Interest accrued paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 | ' | ' | ' |
Closed_Store_Reserves_Summary_
Closed Store Reserves - Summary of Closed Store Reserve Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 29, 2013 | Dec. 30, 2012 |
Restructuring And Related Activities [Abstract] | ' | ' |
Beginning balance | $5,243 | $5,427 |
Additions | 363 | 4,343 |
Usage | -1,348 | -1,645 |
Adjustments | 617 | -2,882 |
Ending balance | $4,875 | $5,243 |
Closed_Store_Reserves_Addition
Closed Store Reserves - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 29, 2013 | Dec. 30, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Reduction of liability | $617 | ($2,882) |
Store closure description | ' | 'Additions made during 2012 relate to one store closure and the closure of a Sunflower administrative facility. |
Lease [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Reduction of liability | ' | 1,300 |
Sublease [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Reduction of liability | ' | $2,000 |
Minimum [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Period of future rent payment obligations, net of expected future sublease income | '1 year | ' |
Maximum [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Period of future rent payment obligations, net of expected future sublease income | '11 years | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective tax rate | 38.30% | 47.40% | 39.30% | 44.20% |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Dec. 30, 2012 | |
Stockholders | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Fees paid for usage of aircraft | ' | $200,000 | ' | $300,000 | ' |
Aircraft purchased | ' | 3,200,000 | ' | 3,200,000 | ' |
Purchases from investors | 1,700,000 | 1,200,000 | 5,600,000 | 3,700,000 | ' |
Accounts receivable due from vendor related to vendor rebates | ' | ' | ' | ' | 400,000 |
Accounts payable to vendor | 600,000 | ' | 600,000 | ' | 700,000 |
Number of stockholders that are investors in a company that is a supplier of coffee to the Company | ' | ' | 2 | ' | ' |
Fees and other expenses paid | 600,000 | 800,000 | 1,800,000 | 2,200,000 | ' |
Termination fee | ' | ' | 100,000 | ' | ' |
Initial term of services agreement | ' | ' | 'The initial term of the Services Agreement was September 1, 2007 through September 1, 2009 with automatic renewal for successive one-year terms unless either party provides six months' termination notice. | ' | ' |
Management [Member] | Senior Subordinated Notes [Member] | $35.0 million Senior Subordinated Promissory Notes [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Senior Subordinated Promissory Notes held | ' | ' | ' | ' | $1,000,000 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | ||
Aug. 06, 2013 | Apr. 24, 2013 | Sep. 29, 2013 | Sep. 30, 2012 | |
Class of Stock [Line Items] | ' | ' | ' | ' |
Number of shares in initial public offering | 21,275,000 | ' | ' | ' |
Common stock issued price per share | $18 | ' | ' | ' |
Number of common stock sold | 20,477,215 | ' | ' | ' |
Shares sold by stockholders | 797,785 | ' | ' | ' |
Gross proceeds from issuance of stock | $368,600,000 | ' | ' | ' |
Total proceeds from issuance of stock | 344,100,000 | ' | ' | ' |
Underwriting discounts and offering expenses | 24,500,000 | ' | ' | ' |
Repayment of Term Loan | ' | ' | 745,100,000 | 2,575,000 |
Dividend paid to stockholders | ' | 282,029,000 | 282,029,000 | ' |
Anti-dilution payments made to option holders | ' | 13,892,000 | 13,892,000 | ' |
Senior Secured [Member] | $700.0 million Term Loan [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Repayment of Term Loan | $340,000,000 | ' | ' | ' |
Net_Income_Per_Share_Summary_o
Net Income Per Share - Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 | Dec. 30, 2012 |
Basic net income per share: | ' | ' | ' | ' | ' |
Net income | $11,461 | $1,307 | $42,046 | $16,159 | $19,500 |
Weighted average shares outstanding | 139,687 | 125,794 | 130,538 | 116,791 | ' |
Basic net income per share | $0.08 | $0.01 | $0.32 | $0.14 | ' |
Diluted net income per share: | ' | ' | ' | ' | ' |
Net income | $11,461 | $1,307 | $42,046 | $16,159 | $19,500 |
Weighted average shares outstanding | 139,687 | 125,794 | 130,538 | 116,791 | ' |
Effect of dilutive options: | ' | ' | ' | ' | ' |
Assumed exercise of options to purchase shares | 5,023 | 2,026 | 3,991 | 1,650 | ' |
Weighted average shares and equivalent shares outstanding | 144,710 | 127,820 | 134,529 | 118,441 | ' |
Diluted net income per share | $0.08 | $0.01 | $0.31 | $0.14 | ' |
Net_Income_Per_Share_Additiona
Net Income Per Share - Additional Information (Detail) (Options [Member]) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 |
Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 2.6 | 4.5 | 2.6 | 4.5 |
EquityBased_Compensation_Addit
Equity-Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 9 Months Ended | 1 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Sep. 29, 2013 | Dec. 30, 2012 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 29, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 |
2011 Option Plan [Member] | 2011 Option Plan [Member] | 2011 Option Plan [Member] | 2013 Incentive Plan [Member] | 2013 Incentive Plan [Member] | 2013 Incentive Plan [Member] | 2013 Incentive Plan [Member] | 2013 Incentive Plan [Member] | |||
Minimum [Member] | Maximum [Member] | Officers and Team Members [Member] | Independent Directors [Member] | Minimum [Member] | Maximum [Member] | |||||
Officers and Team Members [Member] | Officers and Team Members [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options to purchase common stock granted | ' | ' | 209,000 | ' | ' | ' | 396,000 | 11,112 | ' | ' |
Stock options awarded to employees, exercise prices | ' | ' | $9.15 | ' | ' | ' | $18 | $18 | ' | ' |
Stock option grant date fair value | ' | ' | ' | $2.33 | $3.10 | ' | ' | $4.65 | $4.65 | $5.92 |
Number of shares authorized for issuance under stock option plan | ' | ' | 12,100,000 | ' | ' | 10,089,072 | ' | ' | ' | ' |
Stock options vesting period | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' |
Additional expense related to anti-dilution provision payments made to certain option holders | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested options outstanding | 5,177,053 | 5,830,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense related to outstanding options | 5.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period expected to be recognized | '10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of options | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EquityBased_Compensation_Summa
Equity-Based Compensation - Summary of Equity-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 29, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense before income taxes | $1,619 | $1,289 | $4,285 | $2,948 |
Income tax benefit | -620 | -611 | -1,684 | -1,303 |
Net equity-based compensation expense | 999 | 678 | 2,601 | 1,645 |
Cost of sales, buying and occupancy [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense before income taxes | 164 | 202 | 481 | 329 |
Direct Store Expenses [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense before income taxes | 22 | 32 | 81 | 95 |
Selling, general and administrative expenses [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Equity-based compensation expense before income taxes | $1,433 | $1,055 | $3,723 | $2,524 |