Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Feb. 24, 2014 | Jun. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 29-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'SFM | ' | ' |
Entity Registrant Name | 'SPROUTS FARMERS MARKET, INC. | ' | ' |
Entity Central Index Key | '0001575515 | ' | ' |
Current Fiscal Year End Date | '--12-29 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 147,719,537 | ' |
Entity Public Float | ' | ' | $0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $77,652 | $67,211 |
Accounts receivable, net | 9,524 | 8,415 |
Inventories | 118,256 | 98,382 |
Prepaid expenses and other current assets | 8,049 | 4,521 |
Deferred income tax asset | 18,146 | 24,592 |
Total current assets | 231,627 | 203,121 |
Property and equipment, net of accumulated depreciation | 348,830 | 303,166 |
Intangible assets, net of accumulated amortization | 195,467 | 196,772 |
Goodwill | 368,078 | 368,078 |
Other assets | 13,135 | 9,521 |
Deferred income tax asset | 15,267 | 22,578 |
Total assets | 1,172,404 | 1,103,236 |
Current liabilities: | ' | ' |
Accounts payable | 111,159 | 82,721 |
Accrued salaries and benefits | 22,287 | 21,397 |
Other accrued liabilities | 32,958 | 27,561 |
Current portion of capital and financing lease obligations | 3,395 | 3,379 |
Current portion of long-term debt | 5,822 | 1,788 |
Total current liabilities | 175,621 | 136,846 |
Long-term capital and financing lease obligations | 116,177 | 104,260 |
Long-term debt | 305,418 | 424,756 |
Other long-term liabilities | 61,417 | 50,619 |
Total liabilities | 658,633 | 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, 147,616,560 shares issued and outstanding, December 29, 2013; 125,956,721 shares issued and outstanding, December 30, 2012 | 147 | 126 |
Additional paid-in capital | 479,127 | 395,480 |
Retained earnings (accumulated deficit) | 34,497 | -8,851 |
Total stockholders' equity | 513,771 | 386,755 |
Total liabilities and stockholders' equity | $1,172,404 | $1,103,236 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 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 | 147,616,560 | 125,956,721 |
Common stock, shares outstanding | 147,616,560 | 125,956,721 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Income Statement [Abstract] | ' | ' | ' |
Net sales | $2,437,911 | $1,794,823 | $1,105,879 |
Cost of sales, buying and occupancy | 1,712,644 | 1,264,514 | 794,905 |
Gross profit | 725,267 | 530,309 | 310,974 |
Direct store expenses | 496,183 | 368,323 | 238,245 |
Selling, general and administrative expenses | 81,795 | 86,364 | 58,528 |
Amortization of Henry's trade names and capitalized software | ' | ' | 32,202 |
Store pre-opening costs | 5,734 | 2,782 | 1,338 |
Store closure and exit costs | 2,051 | 2,155 | 6,382 |
Income (loss) from operations | 139,504 | 70,685 | -25,721 |
Interest expense | -37,203 | -35,488 | -19,813 |
Other income | 487 | 562 | 358 |
Loss on extinguishment of debt | -18,721 | -992 | ' |
Income (loss) before income taxes | 84,067 | 34,767 | -45,176 |
Income tax (provision) benefit | -32,741 | -15,267 | 17,731 |
Net income (loss) | $51,326 | $19,500 | ($27,445) |
Net income (loss) per share: | ' | ' | ' |
Basic | $0.38 | $0.16 | ($0.28) |
Diluted | $0.37 | $0.16 | ($0.28) |
Weighted average shares outstanding: | ' | ' | ' |
Basic | 134,622 | 119,427 | 96,954 |
Diluted | 139,765 | 121,781 | 96,954 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Before Acquisition [Member] | After Acquisition [Member] | Affiliate of Apollo [Member] | Liquidating Trust [Member] | S&F [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit) / Retained Earnings [Member] | (Accumulated Deficit) / Retained Earnings [Member] | S&F Equity [Member] | S&F Equity [Member] |
In Thousands, except Share data | Affiliate of Apollo [Member] | Liquidating Trust [Member] | Affiliate of Apollo [Member] | Liquidating Trust [Member] | S&F [Member] | After Acquisition [Member] | Before Acquisition [Member] | ||||||||||
Beginning Balance at Jan. 02, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($27,445) | $906 | ($28,351) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($28,351) | ' | $906 |
Net transactions with S&F | -12,732 | ' | ' | ' | ' | -12,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,732 | ' |
Contribution of net assets from S&F | 14,105 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,105 | ' |
Capitalization as a result of Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | 158,939 | ' | ' | ' | ' | ' | -158,939 | ' |
Distribution to S&F as a result of the Transaction | ' | ' | ' | ' | ' | -274,635 | ' | ' | ' | ' | ' | ' | -274,635 | ' | ' | ' | ' |
Deferred tax asset resulting from the Transaction | 47,589 | ' | ' | ' | ' | ' | ' | ' | ' | 47,589 | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares | ' | ' | ' | 206,000 | 146,137 | ' | ' | 64 | 46 | ' | 205,936 | 146,091 | ' | ' | ' | ' | ' |
Issuance of shares, Shares | ' | ' | ' | ' | ' | ' | ' | 64,350,000 | 45,650,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contribution by Apollo | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' | ' | ' | ' |
Equity-based compensation | 3,774 | ' | ' | ' | ' | ' | ' | ' | ' | 3,774 | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Jan. 01, 2012 | 267,453 | ' | ' | ' | ' | ' | 110 | ' | ' | 295,694 | ' | ' | ' | -28,351 | ' | ' | ' |
Beginning Balance, Shares at Jan. 01, 2012 | ' | ' | ' | ' | ' | ' | 110,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | 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 acquisition | 89,605 | ' | ' | ' | ' | ' | 15 | ' | ' | 89,590 | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares related to Sunflower acquisition, Shares | ' | ' | ' | ' | ' | ' | 14,898,136 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares, Shares | ' | ' | ' | ' | ' | ' | 62,271 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares under Option Plan, net of shares withheld | 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 | ' | ' | ' | ' | ' | -24,585 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess tax benefit for exercise of options | 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 | ' | ' | ' | ' | ' | ' | 125,956,721 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | 51,326 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,326 | ' | ' | ' |
Issuance of shares under Option Plan | 3,821 | ' | ' | ' | ' | ' | 1 | ' | ' | 3,820 | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares under Option Plan, Shares | ' | ' | ' | ' | ' | ' | 1,194,999 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares to stockholders and in IPO, net of issuance costs | 344,324 | ' | ' | ' | ' | ' | 20 | ' | ' | 344,304 | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares to stockholders and in IPO, net of issuance costs, Shares | ' | ' | ' | ' | ' | ' | 20,477,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of shares | -113 | ' | ' | ' | ' | ' | ' | ' | ' | -113 | ' | ' | ' | ' | ' | ' | ' |
Repurchase of shares, Shares | -12,375 | ' | ' | ' | ' | ' | -12,375 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend paid to stockholders | -282,029 | ' | ' | ' | ' | ' | ' | ' | ' | -274,051 | ' | ' | ' | -7,978 | ' | ' | ' |
Antidilution payments made to option holders | -13,892 | ' | ' | ' | ' | ' | ' | ' | ' | -13,892 | ' | ' | ' | ' | ' | ' | ' |
Excess tax benefit for exercise of options | 13,424 | ' | ' | ' | ' | ' | ' | ' | ' | 13,424 | ' | ' | ' | ' | ' | ' | ' |
Tax benefit of antidilution payments made to optionholders | 4,402 | ' | ' | ' | ' | ' | ' | ' | ' | 4,402 | ' | ' | ' | ' | ' | ' | ' |
Tax effect of forfeiture of vested options in equity | -27 | ' | ' | ' | ' | ' | ' | ' | ' | -27 | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | 5,780 | ' | ' | ' | ' | ' | ' | ' | ' | 5,780 | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 29, 2013 | $513,771 | ' | ' | ' | ' | ' | $147 | ' | ' | $479,127 | ' | ' | ' | $34,497 | ' | ' | ' |
Ending Balance, Shares at Dec. 29, 2013 | ' | ' | ' | ' | ' | ' | 147,616,560 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Cash flows from operating activities | ' | ' | ' |
Net income (loss) | $51,326 | $19,500 | ($27,445) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization expense | 47,217 | 35,773 | 54,645 |
Accretion of asset retirement obligation | 322 | 237 | 36 |
Amortization of financing fees and debt issuance costs | 2,482 | 2,590 | 1,546 |
Loss on disposal of property and equipment | 449 | 2,704 | ' |
Gain on sale of intangible assets | -19 | -134 | ' |
Equity-based compensation | 5,780 | 4,653 | 3,774 |
Non-cash loss on extinguishment of debt | 18,513 | 992 | ' |
Excess tax benefit from exercise of stock options and antidilution payment to optionholders | -17,826 | -143 | ' |
Deferred income taxes | 25,176 | 13,996 | -19,753 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' | ' |
Accounts receivable | -1,521 | -2,861 | 1,559 |
Inventories | -19,875 | -1,442 | 1,837 |
Prepaid expenses and other current assets | 2,643 | 3,337 | -794 |
Other assets | -4,114 | -4,586 | 224 |
Accounts payable | 31,996 | -4,673 | 15,175 |
Accrued salaries and benefits | 890 | 2,956 | 1,556 |
Other accrued liabilities | 5,397 | 1,533 | 7,318 |
Other long-term liabilities | 11,752 | 9,999 | 12,706 |
Net cash provided by operating activities | 160,588 | 84,431 | 52,384 |
Cash flows from investing activities | ' | ' | ' |
Purchases of property and equipment | -87,463 | -46,485 | -27,594 |
Proceeds from disposal of property and equipment | 1,000 | 9,657 | ' |
Proceeds from sale of intangible assets | 172 | ' | ' |
Payments for business combinations, net of cash acquired | ' | -129,875 | -232,911 |
Net cash used in investing activities | -86,291 | -166,703 | -260,505 |
Cash flows from financing activities | ' | ' | ' |
Borrowings on line of credit | ' | 3,000 | 23,000 |
Payments on line of credit | ' | -3,000 | -23,000 |
Borrowings on term loan, net of financing costs | 688,127 | 97,247 | 296,050 |
Payments on term loan | -786,850 | -2,575 | -2,325 |
Borrowings on Senior Subordinated Notes | ' | 35,000 | ' |
Payments on Senior Subordinated Notes | -35,000 | ' | ' |
Payments on capital lease obligations | -412 | -439 | -272 |
Payments on financing lease obligations | -2,868 | -2,377 | -1,204 |
Payment of deferred financing costs | -1,370 | -401 | -3,023 |
Payments of IPO costs | -4,212 | ' | ' |
Cash from landlord related to financing lease obligations | 4,581 | 2,942 | 1,886 |
Payment to stockholders and optionholders | -295,921 | ' | ' |
Excess tax benefit for exercise of options and antidilution payment to optionholders | 17,826 | 143 | ' |
Proceeds from issuance of shares | 348,536 | 5,549 | ' |
Proceeds from exercise of stock options | 3,820 | 500 | ' |
Repurchase of shares | -113 | -148 | ' |
Net cash provided by (used in) financing activities | -63,856 | 134,941 | 217,745 |
Net increase in cash and cash equivalents | 10,441 | 52,669 | 9,624 |
Cash and cash equivalents at beginning of the period | 67,211 | 14,542 | 4,918 |
Cash and cash equivalents at the end of the period | 77,652 | 67,211 | 14,542 |
Supplemental disclosure of cash flow information | ' | ' | ' |
Cash paid for interest | 38,091 | 32,395 | 13,863 |
Cash paid for income taxes | 1,276 | 1,626 | 3,421 |
Supplemental disclosure of non-cash investing and financing activities | ' | ' | ' |
Property and equipment in accounts payable | 7,873 | 8,679 | 2,137 |
Property acquired through capital and financing lease obligations | 10,660 | 10,686 | 1,479 |
Issuance of shares to business combinations | ' | 89,605 | 146,137 |
Deferred tax asset resulting from the business combinations | ' | 1,896 | 47,589 |
Affiliate of Apollo [Member] | ' | ' | ' |
Cash flows from financing activities | ' | ' | ' |
Equity contribution by Apollo Funds | ' | ' | 8,000 |
S&F [Member] | ' | ' | ' |
Cash flows from financing activities | ' | ' | ' |
Net transactions with S&F | ' | ' | -12,732 |
Supplemental disclosure of non-cash investing and financing activities | ' | ' | ' |
Contribution of net assets from S&F | ' | ' | 14,105 |
Henry's Holdings LLC [Member] | ' | ' | ' |
Cash flows from operating activities | ' | ' | ' |
Net income (loss) | ' | ' | 44,500 |
Cash flows from financing activities | ' | ' | ' |
Distribution to S&F as a result of the Henry's Transaction | ' | ' | -274,635 |
Proceeds from issuance of shares | ' | ' | $206,000 |
Organization_and_Description_o
Organization and Description of Business | 12 Months Ended |
Dec. 29, 2013 | |
Accounting Policies [Abstract] | ' |
Organization and Description of Business | ' |
1. Organization and Description of Business | |
Sprouts Farmers Market, Inc., a Delaware corporation is the parent company of Sprouts Farmers Markets Holdings, LLC (“Intermediate Holdings”) which, 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. As of December 29, 2013, the Company operated 167 stores in Arizona, California, Colorado, New Mexico, Nevada, Oklahoma, Texas and Utah. For convenience, the “Company” is used to refer collectively to Sprouts Farmers Market, Inc. and, unless the context requires otherwise, its subsidiaries. The Company’s store operations are conducted by its subsidiaries. | |
Our certificate of incorporation and bylaws provide for a classified board of directors with staggered three-year terms, consisting of three classes. | |
The Henry’s Transaction | |
In 2002, Sprouts Farmers Markets, LLC, an Arizona limited liability company (“Sprouts Arizona”) opened the first Sprouts Farmers Market store in Chandler, Arizona. In 2011, as part of a transaction led by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. (the “Apollo Funds”), Sprouts Arizona combined with Henry’s Holdings LLC (“Henry’s”), which operated 35 Henry’s stores in California and eight stores in Texas under the Sun Harvest Market banner. In a series of integrated transactions referred to as the “Henry’s Transaction,” (1) Sprouts Arizona entered into a Membership Interest Purchase Agreement to acquire all of the outstanding membership interests of Henry’s (the “Henry’s Transaction”) from Henry’s former parent, Smart & Final (“S&F”), (2) prior to the consummation of the Henry’s Transaction, Sprouts Arizona assigned the Membership Interest Purchase Agreement, including the right to purchase Henry’s, to Intermediate Holdings (a wholly-owned subsidiary of the Company), (3) the Company (through its wholly-owned subsidiary, Intermediate Holdings) paid $274.6 million to S&F for the membership interests of Henry’s pursuant to the terms of the Membership Interest Purchase Agreement, (4) Sprouts Arizona contributed substantially all of the assets and liabilities relating to the Sprouts Farmers Market business to its wholly-owned subsidiary, SFM LLC (“SFM”), (5) Sprouts Arizona contributed SFM to Intermediate Holdings, and (6) the Company issued (a) 64,350,000 shares (representing a 58.5% ownership interest in the Company) to the Apollo Funds for a combined equity contribution of $214.0 million and (b) 45,650,000 shares (representing a 41.5% ownership interest in the Company) to Sprouts Arizona, which subsequently transferred such shares to a newly formed trust for the benefit of the members of Sprouts Arizona (referred to as the “Liquidating Trust”). The Apollo Funds are affiliates of Apollo Global Management, LLC (together with its subsidiaries, “Apollo”). | |
Apollo held a controlling interest in S&F, Henry’s former parent, prior to the Henry’s Transaction and continued to hold a controlling interest in the Company afterwards. Due to Apollo’s continued controlling interest, the Henry’s Transaction resulted in Henry’s financial statements becoming the financial statements of the Company, followed immediately by the acquisition by the Company of the Sprouts Farmers Market business. As a result, the Company was determined to be the accounting acquirer, effective April 18, 2011. Accordingly, the consolidated financial statements for the period from January 3, 2011 through April 17, 2011 include the assets, liabilities, revenues and expenses directly attributable to Henry’s operations and allocations of certain corporate expenses from S&F. See Note 2 below, “Basis of Presentation,” for further discussion. Commencing on April 18, 2011, the consolidated financial statements also include the financial position, results of operations and cash flows of Sprouts Arizona. | |
Sunflower Transaction | |
In May 2012, the Company acquired Sunflower Farmers Markets, Inc., a Delaware corporation (the “Sunflower Transaction”) that operated 37 Sunflower Farmers Market stores (referred to as “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. | |
See Note 4, “Business Combinations,” for additional information about the Henry’s and Sunflower Transactions. | |
Corporate Conversion | |
On July 29, 2013, Sprouts Farmers Markets, LLC, a Delaware limited liability company, converted into Sprouts Farmers Market, Inc., a Delaware corporation (the “Corporate Conversion”). As a result of the corporate conversion, the members holding interests in Class A and Class B units of Sprouts Farmers Markets, LLC became holders of common stock of Sprouts Farmers Market, Inc., and options to purchase Class B units of Sprouts Farmers Markets, LLC were converted to options to purchase shares of common stock of Sprouts Farmers Market, Inc. The conversion of units and options to purchase units was on an 11 for 1 basis. The Company refers to this transaction as the “Corporate Conversion.” All equity related disclosures, including share, per share, and option disclosures, have been revised to reflect the effects of the Corporate Conversion, including the 11 for 1 exchange. | |
The purpose of the Corporate Conversion was to reorganize the corporate structure so that the top-tier entity in the corporate structure, the entity that offered common stock to the public in the Company’s initial public offering (“IPO”), is a corporation rather than a limited liability company and so that the existing investors would own the Company’s common stock rather than equity interests in a limited liability company. | |
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 net proceeds from the IPO of $344.1 million, after deducting underwriting discounts and offering expenses. |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Basis of Presentation | ' | ||||||||||||
2. Basis of Presentation | |||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All material intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
The consolidated financial statements through April 17, 2011 include assets, liabilities, revenues and expenses directly attributable to the Henry’s operations and allocations of certain corporate expenses from S&F. These expenses were allocated to Henry’s on a basis that was considered to reflect fairly or reasonably the utilization of the services provided to, or the benefit obtained by, Henry’s. Historical financial statements do not reflect the debt or interest expense Henry’s might have incurred if it had been a stand-alone entity. As a result, the historical financial statements do not necessarily reflect what the financial position or results of operations would have been if Henry’s had been operated as a stand-alone entity during the periods presented, and may not be indicative of the Company’s future results of operations and financial position. | |||||||||||||
At April 18, 2011, certain assets and liabilities, including certain property and equipment, liabilities and deferred taxes, of Henry’s were contributed from S&F, which is reflected as a net contribution through equity, totaling $14.1 million. | |||||||||||||
The Company’s consolidated financial statements include the financial position, results of operations and cash flows of Sunflower commencing on May 29, 2012. | |||||||||||||
The Company has one reportable and one operating segment. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM bears ultimate responsibility for, and is actively engaged in, the allocation of resources and the evaluation of the Company’s operating and financial results. | |||||||||||||
The Company categorizes its products as perishable and non-perishable. Perishable product categories include produce, meat, seafood, deli and bakery. Non-perishable product categories include grocery, vitamins and supplements, bulk items, dairy and dairy alternatives, frozen foods, beer and wine, and natural health and body care. The following is a breakdown of the Company’s perishable and non-perishable sales mix: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Perishables | 50.1 | % | 49.1 | % | 49.2 | % | |||||||
Non-Perishables | 49.9 | % | 50.9 | % | 50.8 | % | |||||||
All dollar amounts are in thousands, unless otherwise noted. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Significant Accounting Policies | ' | ||||||||||||
3. Significant Accounting Policies | |||||||||||||
Fiscal Years | |||||||||||||
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 2013, 2012, and 2011 ended on December 29, 2013, December 30, 2012 and January 1, 2012, respectively, and included 52-weeks. Fiscal years 2013, 2012, and 2011 are referred to as 2013, 2012, and 2011. | |||||||||||||
Significant Accounting Estimates | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s critical estimates included, but are not limited to: inventory valuations, lease assumptions, sublease assumptions for closed stores, self-insurance reserves, goodwill and intangible assets, impairment of long-lived assets, fair values of equity-based awards and income taxes. Actual results could differ from those estimates. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are maintained at financial institutions in the United States of America. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation’s (“FDIC”) federally insured limits. All credit and debit card transactions are also classified as cash and cash equivalents. The amounts due from banks for these transactions at each reporting date were as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Due from banks for debit and credit card transactions | $ | 20,463 | $ | 18,092 | |||||||||
Accounts Receivable | |||||||||||||
Accounts receivable generally represent billings to vendors for earned rebates and allowances and other items. When a specific account is determined uncollectible, the net recognized receivable is written off. | |||||||||||||
Inventories | |||||||||||||
Inventories consist of merchandise purchased for resale, which are stated at the lower of cost or market. The cost method is used for warehouse perishable and store perishable department inventories by assigning costs to each of these items based on a first-in, first-out (FIFO) basis (net of vendor discounts). | |||||||||||||
The Company’s valuation of its non-perishable inventory using weighted average costs includes statistical and other estimation methods which the Company believes provide a reasonable basis to estimate its inventory values at the end of the respective periods. | |||||||||||||
The Company believes that all inventories are saleable and no allowances or reserves for shrinkage or obsolescence were recorded as of December 29, 2013 and December 30, 2012. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Expenditures for major additions and improvements to facilities are capitalized, while maintenance and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Depreciation expense, which includes the amortization of assets recorded under capital and financing leases, is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements and assets under capital and financing leases are amortized over the shorter of the lease term to which they relate, or the estimated useful life of the asset. Terms of leases used in the determination of estimated useful lives may include renewal options if the exercise of the renewal option is determined to be reasonably assured. | |||||||||||||
The following table includes the estimated useful lives of asset classes: | |||||||||||||
Software and used equipment | 3 years | ||||||||||||
Computer hardware | 5 years | ||||||||||||
Furniture, fixtures and equipment | 7 years | ||||||||||||
Leasehold improvements | up to 15 years | ||||||||||||
Buildings | 40 years | ||||||||||||
Store development costs, which include costs associated with the selection and procurement of real estate sites, are also included in property and equipment. These costs are included in leasehold improvements and are amortized over the remaining lease term of the successful sites with which they are associated. Certain project costs, including general site selection costs that cannot be identified with a specific store location, are charged to direct store expenses in the accompanying consolidated statements of operations. | |||||||||||||
Asset Retirement Obligations | |||||||||||||
The Company’s asset retirement obligations (“ARO”) are related to the Company’s commitment to return leased facilities to the landlord in an agreed upon condition. This may require actions ranging from cleaning to removal of leasehold improvements. The obligation is recorded as a liability with an offsetting capital asset at the inception of the lease term based upon the estimated fair market value of costs to meet the commitment. The liability, included in other long-term liabilities in the consolidated balance sheets, is accreted over time to the projected future value of the obligation. The ARO asset, included in property and equipment in the consolidated balance sheets, is depreciated using the same useful life as the related property. | |||||||||||||
A reconciliation of the ARO liability is as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Beginning balance | $ | 2,362 | $ | 1,236 | |||||||||
Additions for new facilities | 54 | 132 | |||||||||||
ARO liability from business combination | — | 784 | |||||||||||
Accretion expense | 322 | 237 | |||||||||||
Adjustments | (163 | ) | (27 | ) | |||||||||
Ending balance | $ | 2,575 | $ | 2,362 | |||||||||
Closed Store Reserve | |||||||||||||
The Company recognizes a reserve for future operating lease payments associated with facilities that are no longer being utilized in its current operations. The reserve is recorded based on the present value of the remaining noncancelable lease payments after the cease use date less an estimate of subtenant income. If subtenant income is expected to be higher than the lease payments, no accrual is recorded. Lease payments included in the closed store reserve are expected to be paid over the remaining terms of the respective leases. Adjustments to the closed store reserve relate primarily to changes in actual or estimated subtenant income and actual lease payments from original estimates. Adjustments are made for changes in estimate in the period in which the change becomes known considering timing of new information regarding the market, subleases or other lease updates. Adjustments in the closed store reserves are recorded in “store closure and exit costs” in the consolidated statements of operations. | |||||||||||||
Self-Insurance Reserves | |||||||||||||
The Company uses a combination of insurance and self-insurance programs to provide reserves for potential liabilities associated with general liability, workers’ compensation and team member health benefits. Liabilities for self-insurance reserves are estimated through consideration of various factors, which include historical claims experience, demographic factors, severity factors and other actuarial assumptions. | |||||||||||||
Goodwill and Intangible Assets | |||||||||||||
Goodwill represents the cost of acquired businesses in excess of the fair value of assets and liabilities acquired. The Company’s indefinite-lived intangible assets consist of trade names related to “Sprouts Farmers Market” and liquor licenses. The Company also holds intangible assets with finite useful lives, consisting of favorable and unfavorable leasehold interests and the “Sunflower Farmers Market” trade name. | |||||||||||||
Goodwill is evaluated for impairment on an annual basis on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s impairment evaluation of goodwill consists of a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company’s qualitative assessment indicates it is more likely than not that the estimated fair value of a reporting unit exceeds its carrying value, no further analysis is required and goodwill is not impaired. Otherwise, the Company follows a two-step quantitative goodwill impairment test to determine if goodwill is impaired. The first step of the quantitative goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the Company’s reporting unit exceeds its carrying value, no further analysis or impairment of goodwill is required. If the carrying value of the Company’s reporting unit exceeds its fair value, the fair value of the reporting unit would be allocated to the reporting unit’s assets and liabilities based on the relative fair value, with goodwill written down to its implied fair value, if necessary. | |||||||||||||
Indefinite-lived assets are evaluated for impairment on an annual basis on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s impairment evaluation for its indefinite-lived intangible assets consists of a qualitative assessment similar to that for goodwill. If the Company’s qualitative assessment indicates it is more likely than not that the estimated fair value of an indefinite-lived intangible asset exceeds its carrying value, no further analysis is required and the asset is not impaired. Otherwise, the Company compares the estimated fair value of the asset to its carrying amount with an impairment loss recognized for the amount, if any, by which carrying value exceeds estimated fair value. | |||||||||||||
The Company can elect to bypass the qualitative assessments approach for goodwill and indefinite-lived intangible assets and proceed directly to the quantitative assessments for goodwill or any indefinite-lived intangible assets in any period. The Company can resume the qualitative assessment approach in future periods. | |||||||||||||
The Company has determined its business consists of a single reporting unit. When applying the quantitative test, the Company determines the fair value of its reporting unit using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. | |||||||||||||
The Company completed its goodwill and indefinite-lived intangible asset impairment evaluations as of the first day of the fourth quarter and concluded during 2013, 2012 and 2011 that there was no impairment. The Company also concluded that events and circumstances continued to support classifying its indefinite-lived intangible assets as such. See Note 8, “Intangible Assets” and Note 9, “Goodwill” for further discussion. | |||||||||||||
Prior to the Henry’s Transaction, the trade names related to “Henry’s Farmers Markets” were accounted for as finite-lived intangible assets and amortized on a straight-line basis over an estimated useful life of 20 years. As a result of the rebranding of the “Henry’s Farmers Markets” locations as “Sprouts Farmers Market” locations following the Henry’s Transaction, the estimated remaining useful lives of these trade names were re-evaluated and amortization was accelerated through the end of their respective useful life in fiscal 2011, when it was subsequently written-off. See Note 8, “Intangible Assets” for further discussion. The trade name related to “Sunflower Farmers Market” meets the definition of a defensive intangible asset and is amortized on a straight line basis over an estimated useful life of 10 years from the date of its acquisition by the Company. Favorable and unfavorable leasehold interests are amortized on a straight-line basis over the lease term. | |||||||||||||
Impairment of Long-Lived Assets | |||||||||||||
The Company assesses its long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The Company groups and evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which independent identifiable cash flows are available. Factors which may indicate potential impairment include a significant underperformance relative to the historical or projected future operating results of the store or a significant negative industry or economic trend. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by that asset. If impairment is indicated, a loss is recognized for any excess of the carrying value over the estimated fair value of the asset group. The fair value is estimated based on the discounted future cash flows or comparable market values, if available. The Company did not record any impairment loss during 2013, 2012 and 2011. | |||||||||||||
Deferred Financing Costs | |||||||||||||
The Company capitalizes certain fees and costs incurred in connection with the issuance of debt. Deferred financing costs are amortized to interest expense over the term of the debt using the effective interest method. For the Revolving Credit Facility, deferred financing costs are amortized on a straight line basis over the term of the facility. Upon prepayment, redemption or conversion of debt, the Company accelerates the recognition of an appropriate amount of financing costs as additional interest expense. The current and noncurrent portions of deferred financing costs are included in Prepaid expenses and other current assets and Other assets, respectively, in the consolidated balance sheets. | |||||||||||||
Operating Leases | |||||||||||||
The Company leases stores, warehouse facilities and administrative offices under operating leases. | |||||||||||||
Incentives received from lessors are deferred and recorded as a reduction of rental expense over the lease term using the straight-line method. The current portion of unamortized lease incentives is included in other accrued liabilities and the noncurrent portion is included in other long-term liabilities in the accompanying consolidated balance sheets. | |||||||||||||
Store lease agreements generally include rent abatements and rent escalation provisions and may include contingent rent provisions based on a percentage of sales in excess of specified levels. The Company recognizes escalations of minimum rents and/or abatements as deferred rent and amortizes these balances on a straight-line basis over the term of the lease. | |||||||||||||
For lease agreements that require the payment of contingent rents based on a percentage of sales above stipulated minimums, the Company begins accruing an estimate for contingent rent when it is determined that it is probable the specified levels of sales in excess of the stipulated minimums will be reached during the year. | |||||||||||||
Financing Lease Obligations | |||||||||||||
The Company has recorded financing lease obligations for 38 and 31 store building leases as of December 29, 2013 and December 30, 2012, respectively. In each case, the Company was deemed to be the owner during the construction period under lease accounting guidance. Further, each lease contains provisions indicating continuing involvement with the property at the end of the construction period, which include either an affiliate guaranty or contingent collateral. As a result, in accordance with applicable accounting guidance, buildings and related assets subject to the leases are reflected on the Company’s balance sheets and depreciated over their remaining useful lives. The present value of the lease payments associated with these buildings is recorded as financing lease obligations. | |||||||||||||
Monthly lease payments are allocated between the land element of the lease (which is accounted for as an operating lease) and the financing obligation. The financing obligation is amortized using the effective interest method and the interest rate is determined in accordance with the requirements of sale-leaseback accounting. Lease payments less the portion allocated to the land element of the lease and that portion considered to be interest expense decrease the financing liability. At the end of the initial lease term, should the Company decide not to renew the lease, the net book value of the asset and the corresponding financing obligation would be reversed. | |||||||||||||
The outflows from the construction of the buildings are classified as investing activities, and the outflows associated with the financing obligations principal payments and inflows from the associated financing proceeds are classified as financing activities in the accompanying consolidated statements of cash flows. | |||||||||||||
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 our 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 comparable open market transactions of the Term Loan (as defined in Note 13, “Long-Term Debt”), the fair value of the long-term debt, including current maturities, approximates carrying value as of December 29, 2013 and December 30, 2012. The carrying amount of the Senior Subordinated Promissory Notes (as defined in Note 13, “Long-Term Debt”) approximated fair value as their terms were 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 are accounted for using the acquisition method of accounting, which requires that the purchase price paid for an acquisition be allocated to the assets and liabilities acquired based on their estimated fair values as of the effective date of the acquisition, with the excess of the purchase price over the net assets being recorded as goodwill. Acquisition-related costs are considered separate transactions and are expensed as incurred. Acquisition-related costs are classified as selling, general and administrative expenses and consist of costs associated with the Henry’s Transaction in 2011 and costs associated with the Sunflower Transaction in 2012, as follows: | |||||||||||||
Year Ended | |||||||||||||
December 30, | January 1, | ||||||||||||
2012 | 2012 | ||||||||||||
Acquisition-related costs | $ | 3,229 | $ | 5,900 | |||||||||
See Note 4, “Business Combinations” for further discussion. | |||||||||||||
Equity-Based Compensation | |||||||||||||
The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes equity-based compensation cost as expense over the vesting period. As equity-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, the amount of expense has been reduced for estimated forfeitures and trued up for actual forfeitures. The Company’s forfeiture rate is estimated primarily based on historical data. The actual forfeiture rate could differ from these estimates. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value for each option grant. The Black-Scholes option-pricing model requires extensive use of subjective assumptions. See Note 24, “Equity-Based Compensation” for a discussion of assumptions used in the calculation of fair values. Application of alternative assumptions could produce different estimates of the fair value of equity-based compensation and, consequently, the related amounts recognized in the accompanying consolidated statements of operations. The Company recognizes compensation cost for time-based awards on a straight-line basis and for performance-based awards on the graded-vesting method over the vesting period of the awards. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenue is recognized at the point of sale. Discounts provided to customers at the time of sale are recognized as a reduction in sales as the discounted products are sold. Sales taxes are not included in revenue. Proceeds from the sale of gift cards are recorded as a liability at the time of sale, and recognized as sales when they are redeemed by the customer. The Company has not applied a gift card breakage rate. | |||||||||||||
Licensing fees are generated from license agreements related to two former Henry’s stores. | |||||||||||||
Cost of Sales, Buying and Occupancy | |||||||||||||
Cost of sales includes the cost of inventory sold during the period, including the direct costs of purchased merchandise (net of discounts and allowances), distribution and supply chain costs, buying costs and supplies. Occupancy costs include store rental, property taxes, utilities, common area maintenance, amortization of favorable or unfavorable leasehold interests and property insurance. The Company recognizes vendor allowances and merchandise volume related rebate allowances as a reduction of inventories during the period when earned and reflects the allowances as a component of cost of sales, buying and occupancy as the inventory is sold. | |||||||||||||
Our largest supplier accounted for approximately 23% and 17% of total purchases, expressed as a percentage of our cost of sales, buying and occupancy expense, during 2013 and 2012, respectively. | |||||||||||||
Direct Store Expenses | |||||||||||||
Direct store expenses consist of store-level expenses such as salaries and benefits, related equity-based compensation, supplies, depreciation and amortization for buildings and store leasehold improvements, equipment and other store specific costs. | |||||||||||||
Selling, General and Administrative Expenses | |||||||||||||
Selling, general and administrative expenses primarily consist of salaries and benefits costs, related equity-based compensation, advertising, acquisition-related costs and corporate overhead. | |||||||||||||
The Company charges third-parties to place advertisements in the Company’s in-store guide and newspaper circulars. The Company records rebates received from vendors in connection with cooperative advertising programs as a reduction to advertising costs when the allowance represents a reimbursement of a specific incremental and identifiable cost. Advertising costs are expensed as incurred. Advertising expense was as follows: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Advertising expense | $ | 34,075 | $ | 29,238 | $ | 22,344 | |||||||
Vendor rebates | (12,530 | ) | (9,905 | ) | (5,745 | ) | |||||||
Advertising expense, net of rebates | $ | 21,545 | $ | 19,333 | $ | 16,599 | |||||||
Store Pre-Opening Costs | |||||||||||||
Store pre-opening costs include rent expense during construction of new stores and costs related to new store openings, including costs associated with hiring and training personnel and other miscellaneous costs. Store pre-opening costs are expensed as incurred. | |||||||||||||
Loss on Extinguishment of Debt | |||||||||||||
In 2013, the Company recorded a loss on extinguishment of debt totaling $18.2 million primarily related to the write-off of deferred financing costs and issue discount. These write-offs included $1.0 million related to a partial repayment of our Term Loan, $9.0 million related to the August 2013 pay down of debt using proceeds from our IPO and $8.2 million related to the April 2013 Refinancing as defined in Note 13. Additionally, loss on extinguishment of debt for 2013 includes $0.5 million related to the renewal of a financing lease. | |||||||||||||
The Company recorded a $1.0 million loss on extinguishment of debt in 2012 as a result of the renegotiation of a store lease that was classified as a financing lease obligation. | |||||||||||||
Income Taxes | |||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. Realization of the deferred tax assets is principally dependent upon achievement of projected future taxable income offset by deferred tax liabilities. Changes in recognition or measurement are reflected in the period in which the judgment occurs. Since becoming a taxable corporation in April 2011, the Company has not recorded any valuation allowances to date on the Company’s deferred income tax assets. | |||||||||||||
The Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as part of income tax expense. | |||||||||||||
From a tax perspective, in April 2011, the Company acquired Henry’s. Until April 18, 2011, Henry’s was not a separate tax-paying entity. Henry’s was included in the S&F consolidated federal and certain state income tax groups for income tax reporting purposes. For the period through April 17, 2011, the consolidated financial statements have been prepared on the basis as if Henry’s prepared its tax returns and accounted for income taxes on a separate-company basis. As a result of the Henry’s Transaction, for tax purposes, Henry’s was acquired in a taxable asset acquisition. The purchase price was allocated to all identifiable assets with the residual assigned to tax deductible goodwill. The resulting basis differences between the new tax values and historical amounts resulted in a deferred tax asset of $47.6 million being recorded through membership equity. See Note 18, “Income Taxes” for a discussion of the tax deductibility of goodwill. | |||||||||||||
In May 2012, the Company completed the acquisition of a 100% ownership interest in Sunflower. The acquisition was structured to be a tax-free reorganization. The tax basis of the property acquired in reorganization is equal to the basis in the property recorded by Sunflower just prior to the acquisition. The resulting basis difference between the historical tax amounts and the fair values resulted in net deferred tax assets of $1.9 million being recorded through goodwill. | |||||||||||||
Net Income (Loss) per Share | |||||||||||||
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the fiscal period. | |||||||||||||
Diluted net income (loss) per share is based on the weighted average number of shares outstanding, plus, where applicable, shares that would have been outstanding related to dilutive options. | |||||||||||||
Comprehensive Income (Loss) | |||||||||||||
Comprehensive income (loss) equals net income (loss) for all periods presented. | |||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
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 this guidance to have a material effect on the consolidated financial statements. |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
4. Business Combinations | |||||||||
As discussed in Note 1, “Organization and Description of Business” the Company completed the Henry’s and Sunflower Transactions in April 2011 and May 2012, respectively. Each of these transactions were accounted for as a business combination. The primary reasons for these transactions were to build a larger portfolio of stores under the Sprouts Farmers Market banner and to derive synergies from the combined operations of the companies. | |||||||||
In a business combination, the purchase price is allocated to assets acquired and liabilities assumed based on their fair values, with any excess of purchase price over fair value recognized as goodwill. In addition to reviews of acquired company balance sheets, the Company reviews supply contracts, leases, financial instruments, employment agreements and other significant agreements to identify potential assets or liabilities that require recognition in connection with the application of acquisition accounting under ASC 805. Intangible assets are recognized apart from goodwill when the asset arises from contractual or other legal rights, or is separable from the acquired entity such that it may be sold, transferred, licensed, rented or exchanged either on a standalone basis or in combination with a related contract, asset or liability. | |||||||||
Henry’s Transaction | |||||||||
Pursuant to the terms of the agreements governing the Henry’s Transaction, on April 18, 2011: | |||||||||
• | The Company (through its wholly-owned subsidiary, Intermediate Holdings) purchased all of the outstanding membership interests of Henry’s for a cash payment of $274.6 million; | ||||||||
• | Sprouts Arizona contributed substantially all of its assets and liabilities to SFM, LLC and the former owners of Sprouts Arizona received 45,650,000 shares (representing a 41.5% ownership interest in the Company), which were subsequently transferred to the Liquidating Trust; | ||||||||
• | Cash distribution of $199.1 million was paid to the Liquidating Trust; and | ||||||||
• | Sprouts Arizona pre-combination debt was extinguished and preferred equity was redeemed. | ||||||||
The $274.6 million payment was accounted for as a distribution to S&F in the Company’s consolidated statements of stockholders’ equity. | |||||||||
Collectively, the consummation of the Henry’s Transaction was financed through issuance of debt by Intermediate Holdings (see Note 13, “Long-Term Debt”), and the issuance of 64,350,000 shares (representing a 58.5% ownership in the Company) to the Apollo Funds for a combined contribution of $214.0 million. | |||||||||
Consideration transferred was determined as follows: | |||||||||
Fair Value of | |||||||||
Consideration | |||||||||
Transferred | |||||||||
Cash paid to Liquidating Trust | $ | 199,146 | |||||||
Fair value of Company’s shares issued | 146,137 | ||||||||
Cash paid to extinguish Sprouts Arizona debt (net of cash acquired) | 32,085 | ||||||||
Cash paid to redeem Sprouts Arizona preferred membership units | 1,680 | ||||||||
Total purchase price | $ | 379,048 | |||||||
The fair value of our shares issued in connection with the Henry’s Transaction was determined to be $3.33 per share, the fair value as determined as of the acquisition measurement date, which is the date the Henry’s Transaction closed. | |||||||||
The Company’s allocation of purchase price in the Henry’s Transaction was as follows: | |||||||||
Net assets acquired: | |||||||||
Inventory | $ | 35,105 | |||||||
Other current assets | 4,092 | ||||||||
Property and equipment | 130,219 | ||||||||
Intangible assets | 188,613 | ||||||||
Other assets | 1,412 | ||||||||
Liabilities assumed: | |||||||||
Current liabilities | (36,519 | ) | |||||||
Capital lease obligations | (3,990 | ) | |||||||
Financing lease obligations | (63,162 | ) | |||||||
Other long-term liabilities | (13,570 | ) | |||||||
Deferred taxes | (7,756 | ) | |||||||
Goodwill | 144,604 | ||||||||
Total purchase price | $ | 379,048 | |||||||
Goodwill was attributed to the assembled workforce of Sprouts Arizona and synergies expected to be achieved from the combined operations of Henry’s and Sprouts Arizona, primarily related to buying and distribution costs, economies of scale for certain direct store expenses and savings on marketing-related selling costs and corporate overhead. Goodwill recorded in the Henry’s Transaction is expected to be deductible for tax purposes. | |||||||||
Identifiable intangible assets acquired consist of the following (in thousands): | |||||||||
Trade names (indefinite-lived) | $ | 182,937 | |||||||
Liquor licenses (indefinite-lived) | 247 | ||||||||
Favorable leasehold interests (13.5 years weighted average useful life) | 5,429 | ||||||||
Total intangible assets | $ | 188,613 | |||||||
Sales and net loss of SFM totaling $556.0 million and $44.5 million, respectively, are included in the consolidated results of operations for the year ended January 1, 2012. | |||||||||
Sunflower Transaction | |||||||||
As described in Note 1, “Organization and Description of Business,” effective May 29, 2012 the Company acquired all of the outstanding common and preferred stock of Sunflower in a transaction financed through issuance of debt by Intermediate Holdings (see Note 13, “Long-Term Debt), and the issuance of 14,898,136 shares. Consideration transferred was determined as follows: | |||||||||
Fair Value of | |||||||||
Consideration | |||||||||
Transferred | |||||||||
Cash paid to Sunflower | $ | 108,517 | |||||||
Fair value of Company’s shares issued | 89,605 | ||||||||
Cash paid to extinguish Sunflower’s debt, net of cash acquired | 21,358 | ||||||||
Total purchase price | $ | 219,480 | |||||||
The fair value of our shares issued in connection with the Sunflower Transaction was determined to be $6.01 per share, the fair value as determined as of the acquisition measurement date, which is the date the Sunflower Transaction closed. | |||||||||
The Company’s allocation of purchase price in the Sunflower Transaction is as follows: | |||||||||
Net assets acquired: | |||||||||
Inventory | $ | 33,321 | |||||||
Deferred tax asset | 2,308 | ||||||||
Other current assets | 3,859 | ||||||||
Property and equipment | 67,347 | ||||||||
Intangible assets | 7,416 | ||||||||
Other assets | 1,246 | ||||||||
Liabilities assumed: | |||||||||
Current liabilities | (36,534 | ) | |||||||
Financing lease obligations | (22,616 | ) | |||||||
Deferred tax liability | (412 | ) | |||||||
Other long-term liabilities | (6,103 | ) | |||||||
Goodwill | 169,648 | ||||||||
Total purchase price | $ | 219,480 | |||||||
Goodwill was attributed to the assembled workforce of Sunflower and synergies expected to be achieved from the combined operations of the Company and Sunflower, primarily related to buying and distribution costs, economies of scale for certain direct store expenses and savings on marketing-related selling costs and corporate overhead. Goodwill recorded in the Sunflower Transaction is not expected to be deductible for tax purposes. | |||||||||
Identifiable intangible assets consist of the following: | |||||||||
Trade name (10 year useful life) | $ | 1,800 | |||||||
Liquor licenses (indefinite-lived) | 1,070 | ||||||||
Favorable leasehold interests (12.3 years weighted average useful life) | 4,546 | ||||||||
Total intangible assets | $ | 7,416 | |||||||
Sales and net income of Sunflower totaling $297.8 million and $8.6 million respectively are included in the consolidated results of operations for the year ended December 30, 2012. | |||||||||
Valuations | |||||||||
The Company engaged an independent valuation firm to assist management with the valuations of acquired inventory, personal property, real estate, favorable and unfavorable leasehold interests and intangible assets for the Henry’s and Sunflower Transactions. Acquired inventory was recorded at net realizable value, with significant estimates relating to the time expected to dispose of inventory, disposal costs and commensurate profit. Personal property, consisting primarily of leasehold improvements and furniture, fixtures and equipment, were valued using the cost method, which requires significant estimates related to replacement costs of acquired personal property, as well as estimates of physical deterioration. Real estate was valued through a combination of income and market approaches and significant estimates underlying these valuations include market comparable pricing and capitalization rates, which the independent valuation firm assisted management in determining. | |||||||||
The value of the Sprouts trade name and trademarks was determined using an income approach, utilizing a relief from royalty method in conjunction with a profit split methodology. The relief from royalty method estimates the theoretical royalty savings resulting from ownership of the Sprouts trade name and trademarks. Significant estimates used in this valuation method include discount rate, royalty rates, growth rates and sales projections. The discount rate used was the Company’s weighted average cost of capital, the royalty rate was a base rate determined by reference to comparable market royalty rate agreements and growth rates and projected sales were determined using forecasts prepared by management. | |||||||||
The Sunflower trade name was accounted for as a “defensive intangible asset” with an estimated useful life of 10 years from the date of the Sunflower Transaction. Acquired liquor licenses were valued using a cost approach. | |||||||||
Unaudited supplemental pro forma information | |||||||||
The following table presents unaudited supplemental pro forma consolidated results of operations information for 2012 and 2011. 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 Henry’s Transaction occurred at the beginning of 2010 and the Sunflower Transaction occurred at the beginning of 2011: | |||||||||
Year Ended | |||||||||
December 30, | January 1, | ||||||||
2012 | 2012 | ||||||||
Net sales | $ | 1,990,963 | $ | 1,722,655 | |||||
Net income (loss) | $ | 20,672 | $ | (54,112 | ) | ||||
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 Henry’s Transaction and Sunflower Transaction actually occurred on the dates 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 Transactions, such as acquisition-related costs and expenses due to change in control and Sprouts Arizona manager termination fees. 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 and 2011. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable | ' | ||||||||
5. Accounts Receivable | |||||||||
A summary of accounts receivable is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Vendor | $ | 5,183 | $ | 5,602 | |||||
Medical insurance receivable | 1,089 | 1,287 | |||||||
Other | 3,252 | 1,526 | |||||||
Total | $ | 9,524 | $ | 8,415 | |||||
Medical insurance receivables relate to amounts receivable from the Company’s health insurance carrier for claims in excess of stop-loss limits. See Note 15, “Self-Insurance Programs” for more information. | |||||||||
As of December 29, 2013 and December 30, 2012, the Company had recorded an allowance of $0.3 million and $0.3 million, respectively, for certain receivables. | |||||||||
Other receivables relate primarily to payments receivable from landlords for lease incentives. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||
6. Prepaid Expenses and Other Current Assets | |||||||||
A summary of prepaid expenses and other current assets is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Prepaid expenses | $ | 6,209 | $ | 2,460 | |||||
Other current assets | 1,840 | 2,061 | |||||||
Total | $ | 8,049 | $ | 4,521 | |||||
Other current assets consists primarily of income taxes receivable and current portion of deferred financing costs. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
7. Property and Equipment | |||||||||
A summary of property and equipment, net is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Buildings | $ | 106,580 | $ | 73,830 | |||||
Furniture, fixtures and equipment | 188,074 | 146,206 | |||||||
Leasehold improvements | 167,530 | 145,291 | |||||||
Construction in progress | 14,060 | 21,873 | |||||||
Total property and equipment | 476,244 | 387,200 | |||||||
Accumulated depreciation and amortization | (127,414 | ) | (84,034 | ) | |||||
Property and equipment, net | $ | 348,830 | $ | 303,166 | |||||
A summary of leased property and equipment under capital and financing lease obligations is as follows: | |||||||||
As of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Capital Leases—Buildings | |||||||||
Gross asset balance | $ | 2,225 | $ | 2,796 | |||||
Accumulated depreciation | (742 | ) | (703 | ) | |||||
Net | $ | 1,483 | $ | 2,093 | |||||
Capital Leases—Equipment | |||||||||
Gross asset balance | 842 | 857 | |||||||
Accumulated depreciation | (657 | ) | (420 | ) | |||||
Net | $ | 185 | $ | 437 | |||||
Financing Leases | |||||||||
Gross asset balance | 104,355 | 71,034 | |||||||
Accumulated depreciation | (6,204 | ) | (3,674 | ) | |||||
Net | $ | 98,151 | $ | 67,360 | |||||
Depreciation expense was $47.2 million, $34.7 million and $22.3 million for 2013, 2012 and 2011, respectively. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
8. Intangible Assets | |||||||||||||||||
A summary of the activity and balances in intangible assets is as follows: | |||||||||||||||||
Balance at | Additions | Other(a) | Balance at | ||||||||||||||
January 1, | December 30, | ||||||||||||||||
2012 | 2012 | ||||||||||||||||
Gross Intangible Assets | |||||||||||||||||
Indefinite-lived trade names | $ | 182,937 | $ | — | $ | — | $ | 182,937 | |||||||||
Indefinite-lived liquor licenses | 971 | 1,070 | (5 | ) | 2,036 | ||||||||||||
Finite-lived trade names | — | 1,800 | — | 1,800 | |||||||||||||
Finite-lived leasehold interests | 8,028 | 4,546 | — | 12,574 | |||||||||||||
Total intangible assets | $ | 191,936 | $ | 7,416 | $ | (5 | ) | $ | 199,347 | ||||||||
Accumulated Amortization | |||||||||||||||||
Finite-lived trade names | $ | — | $ | (105 | ) | $ | — | $ | (105 | ) | |||||||
Finite-lived leasehold interests | (1,513 | ) | (957 | ) | — | (2,470 | ) | ||||||||||
Total accumulated amortization | $ | (1,513 | ) | $ | (1,062 | ) | $ | — | $ | (2,575 | ) | ||||||
Balance at | Additions | Other(a) | Balance at | ||||||||||||||
December 30, | December 29, | ||||||||||||||||
2012 | 2013 | ||||||||||||||||
Gross Intangible Assets | |||||||||||||||||
Indefinite-lived trade names | $ | 182,937 | $ | — | $ | — | $ | 182,937 | |||||||||
Indefinite-lived liquor licenses | 2,036 | — | (13 | ) | 2,023 | ||||||||||||
Finite-lived trade names | 1,800 | — | — | 1,800 | |||||||||||||
Finite-lived leasehold interests | 12,574 | — | — | 12,574 | |||||||||||||
Total intangible assets | $ | 199,347 | $ | — | $ | (13 | ) | $ | 199,334 | ||||||||
Accumulated Amortization | |||||||||||||||||
Finite-lived trade names | $ | (105 | ) | $ | (180 | ) | $ | — | $ | (285 | ) | ||||||
Finite-lived leasehold interests | (2,470 | ) | (1,112 | ) | — | (3,582 | ) | ||||||||||
Total accumulated amortization | $ | (2,575 | ) | $ | (1,292 | ) | $ | — | $ | (3,867 | ) | ||||||
a) | The Company sold one liquor license obtained in the Sunflower Transaction in 2013 and two licenses in 2012. | ||||||||||||||||
Amortization expense was $1.3 million, $1.1 million and $32.7 million for 2013, 2012 and 2011, respectively. | |||||||||||||||||
Amortization expense for 2011 includes $32.2 million of amortization expense for the amortization of the Henry’s trade name and capitalized software including acceleration. In connection with the Henry’s Transaction, the Henry’s stores were rebranded as Sprouts Farmers Market. The estimated useful lives related to the Henry’s trade names and capitalized software were reevaluated and it was determined that amortization of these assets should be accelerated over their estimated remaining useful lives through January 1, 2012. The accelerated amortization was recorded in the statements of operations as Amortization of Henry’s trade names and capitalized software. The net book values of these assets were zero as of January 1, 2012 which were written off. | |||||||||||||||||
Future amortization associated with the net carrying amount of finite-lived intangible assets is estimated to be as follows: | |||||||||||||||||
2014 | $ | 1,292 | |||||||||||||||
2015 | 1,292 | ||||||||||||||||
2016 | 1,044 | ||||||||||||||||
2017 | 967 | ||||||||||||||||
2018 | 967 | ||||||||||||||||
Thereafter | 4,945 | ||||||||||||||||
Total amortization | $ | 10,507 | |||||||||||||||
The weighted-average amortization period of leasehold interests acquired total 12.3 years. The amortization period of the finite-lived trade name is 9.5 years. |
Goodwill
Goodwill | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||
Goodwill | ' | ||||
9. Goodwill | |||||
A summary of the activity and balances in goodwill is as follows: | |||||
Balance at January 1, 2012 | $ | 199,399 | |||
Adjustments to prior year allocation | (969 | ) | |||
Additions from acquisitions | 169,648 | ||||
Balance at December 30, 2012 | 368,078 | ||||
Balance at December 29, 2013 | $ | 368,078 | |||
As of December 29, 2013, December 30, 2012 and January 1, 2012, the Company had no accumulated goodwill impairment losses. There were no adjustments to goodwill subsequent to December 30, 2012. |
Other_Assets
Other Assets | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ||||||||
Other Assets | ' | ||||||||
10. Other Assets | |||||||||
A summary of other assets is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Insurance deposits | $ | 9,850 | $ | 5,350 | |||||
Other | 3,285 | 4,171 | |||||||
Total | $ | 13,135 | $ | 9,521 | |||||
Accrued_Salaries_and_Benefits
Accrued Salaries and Benefits | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Salaries and Benefits | ' | ||||||||
11. Accrued Salaries and Benefits | |||||||||
A summary of accrued salaries and benefits is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Bonuses | $ | 8,393 | $ | 6,253 | |||||
Accrued payroll | 6,904 | 5,626 | |||||||
Vacation | 6,634 | 6,747 | |||||||
Severance | 65 | 2,528 | |||||||
Other | 291 | 243 | |||||||
Total | $ | 22,287 | $ | 21,397 | |||||
Other_Accrued_Liabilities
Other Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Other Accrued Liabilities | ' | ||||||||
12. Other Accrued Liabilities | |||||||||
A summary of other accrued liabilities is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Gift cards | $ | 7,629 | $ | 5,423 | |||||
Sales and use tax liabilities | 5,723 | 4,852 | |||||||
Workers’ compensation / general liability reserves | 5,575 | 3,093 | |||||||
Medical insurance claim reserves | 4,167 | 2,738 | |||||||
Accrued occupancy related (CAM, property taxes, etc.) | 2,646 | 2,456 | |||||||
Unamortized lease incentives | 1,660 | 1,308 | |||||||
Closed store reserves | 1,413 | 1,349 | |||||||
Interest | 1,321 | 4,690 | |||||||
Other | 2,824 | 1,652 | |||||||
Total | $ | 32,958 | $ | 27,561 | |||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Long-Term Debt | ' | ||||||||||||||||
13. Long-Term Debt | |||||||||||||||||
A summary of long-term debt is as follows: | |||||||||||||||||
As Of | |||||||||||||||||
Facility | Maturity | Interest Rate | December 29, | December 30, | |||||||||||||
2013 | 2012 | ||||||||||||||||
Senior Secured | |||||||||||||||||
$700.0 million Term Loan, net of original issue discount | Apr-20 | Variable | $ | 311,240 | $ | — | |||||||||||
$60.0 million Revolving Credit Facility | April 2018 | Variable | — | — | |||||||||||||
$410.0 million Term Loan, net of original issue discount | Apr-18 | Variable | — | 391,544 | |||||||||||||
$50.0 million Revolving Credit Facility | April 2016 | Variable | — | — | |||||||||||||
Senior Subordinated Notes | |||||||||||||||||
$35.0 million Senior Subordinated Promissory Notes | July 2019 | 10%-14% | — | 35,000 | |||||||||||||
Total Debt | 311,240 | 426,544 | |||||||||||||||
Less current portion | (5,822 | ) | (1,788 | ) | |||||||||||||
Long-term debt, net of current portion | $ | 305,418 | $ | 424,756 | |||||||||||||
Current portion of long-term debt is presented net of issue discount of $1.2 million and $2.3 million at December 29, 2013 and December 30, 2012, respectively. The noncurrent portion of long-term debt is presented net of issue discount of $5.8 million and $11.3 million at December 29, 2013 and December 30, 2012, respectively. | |||||||||||||||||
Debt Maturities | |||||||||||||||||
Aggregate annual maturities on long-term debt as of December 29, 2013 for each of the years are as follows: | |||||||||||||||||
2014 | $ | 7,000 | |||||||||||||||
2015 | 8,750 | ||||||||||||||||
2016 | 7,000 | ||||||||||||||||
2017 | 7,000 | ||||||||||||||||
2018 | 5,250 | ||||||||||||||||
Thereafter | 283,250 | ||||||||||||||||
Gross principal | 318,250 | ||||||||||||||||
Less: discount | (7,010 | ) | |||||||||||||||
Total debt at December 29, 2013 | $ | 311,240 | |||||||||||||||
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 year ended December 29, 2013. | |||||||||||||||||
Voluntary Prepayment on Term Loan | |||||||||||||||||
On December 27, 2013, the Company made a $40.0 million partial repayment of the Term Loan. Such repayment resulted in a $1.0 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 year ended December 29, 2013. | |||||||||||||||||
As of December 29, 2013, the outstanding balance of the Term Loan was $311.2 million, net of issue discount of $7.0 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 December 29, 2013. Letters of credit totaling $7.4 million have been issued as of December 29, 2013 primarily to support the Company’s insurance programs. Amounts available under the Revolving Credit Facility at December 29, 2013 totaled $52.6 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 December 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 with Henry’s. | |||||||||||||||||
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 year ended December 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. |
Other_LongTerm_Liabilities
Other Long-Term Liabilities | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Other Long-Term Liabilities | ' | ||||||||
14. Other Long-Term Liabilities | |||||||||
A summary of other long-term liabilities is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Unamortized lease incentives | $ | 18,248 | $ | 12,498 | |||||
Workers’ compensation / general liability reserves | 13,219 | 9,476 | |||||||
Unfavorable lease liability | 12,884 | 14,159 | |||||||
Deferred rent | 10,762 | 8,038 | |||||||
Closed store reserves | 3,300 | 3,864 | |||||||
ARO liability | 2,575 | 2,362 | |||||||
Other | 429 | 222 | |||||||
Total | $ | 61,417 | $ | 50,619 | |||||
Unfavorable leasehold interests of $3.9 million and $12.8 million were recognized in connection with the Sunflower Transaction and Henry’s Transaction, respectively, and are being amortized on a straight-line basis over the term of the underlying lease. |
SelfInsurance_Programs
Self-Insurance Programs | 12 Months Ended |
Dec. 29, 2013 | |
Insurance [Abstract] | ' |
Self-Insurance Programs | ' |
15. Self-Insurance Programs | |
General Liability and Workers’ Compensation | |
The Company carries insurance policies for general liability and workers’ compensation to minimize the risk of loss due to accident, injury and commercial liability claims resulting from its operations, and to comply with certain legal and contractual requirements. | |
The Company retains certain levels of exposure in its self-insurance programs and purchases coverage from third-party insurers for exposures in excess of those levels. In addition to expensing premiums and other costs relating to excess coverage, the Company establishes reserves for claims, both reported and incurred but not reported (“IBNR”). IBNR claims are estimated using historical claim information, demographic factors, severity factors and other actuarial assumptions. See Note 12, “Other Accrued Liabilities,” and Note 14, “Other Long-Term Liabilities” for amounts recorded for general liability and workers’ compensation liabilities. | |
Prior to the Henry’s transaction, S&F purchased third-party insurance for general liability under which Henry’s was covered. | |
Medical | |
The Company is self-insured for medical claims up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of IBNR claims. IBNR claims are estimated using historical claim information, demographic factors, severity factors and other actuarial assumptions. At December 29, 2013 and December 30, 2012, the Company had recorded a receivable for stop-loss payments from its medical insurance carriers of $1.1 million and $1.3 million, respectively, relating to the portion of the recorded liability that is expected to be recovered through those payments. The Company received payment for the 2012 receivable during 2013. | |
The estimated accruals for the self-insurance liabilities could be significantly affected if future occurrences and claims differ from historical trends. |
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Postemployment Benefits [Abstract] | ' | ||||
Defined Contribution Plan | ' | ||||
16. Defined Contribution Plan | |||||
The Company maintains the Sprouts Farmers Market, Inc. Employee 401(k) Savings Plan (the “Plan”), which is a defined contribution plan covering all eligible team members. Under the provisions of the Plan, participants may direct the Company to defer a portion of their compensation to the Plan, subject to the Internal Revenue Code limitations. The Company provides for an employer matching contribution equal to 50% of each dollar contributed by the participants up to 6% of their eligible compensation. | |||||
During 2011, prior to the Henry’s Transaction, Henry’s employees participated in the Markets Retirement 401(k) Savings Plan (“Henry’s 401(k) Plan”), which allowed participants to contribute up to 95% of their eligible compensation, subject to certain maximums. In 2011 the Company matched 50% of each dollar contributed up to the first 4% of the participant’s eligible compensation and then matched 25% of each dollar contributed up to an additional 2% of the participant’s eligible compensation. | |||||
In conjunction with the Henry’s Transaction, the Company acquired the Henry’s 401(k) Plan, which was merged into the Plan effective January 1, 2012. Participants in the Henry’s 401(k) Plan are eligible for the same employer matching contribution as those under the Plan effective January 1, 2012. | |||||
Total expense recorded for the matching under all defined contribution plans: | |||||
Year Ended | |||||
December 29, | December 30, | January 1, | |||
2013 | 2012 | 2012 | |||
$1,583 | $1,128 | $723 |
Closed_Store_Reserves
Closed Store Reserves | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||
Closed Store Reserves | ' | ||||||||
17. Closed Store Reserves | |||||||||
A summary of closed store reserve activity is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 5,243 | $ | 5,427 | |||||
Additions | 363 | 4,343 | |||||||
Usage | (1,728 | ) | (1,645 | ) | |||||
Adjustments | 835 | (2,882 | ) | ||||||
Ending balance | $ | 4,713 | $ | 5,243 | |||||
Store closure and exit costs for 2013 include charges related to the closure of a former Sunflower warehouse, and adjustments to sublease estimates for stores and facilities already closed. Store closure and exit costs for 2012 include charges related to the closure of a former Sunflower administrative facility and one store offset by a $2.0 million favorable adjustment to the store closure reserve resulting from sublease rents in excess of original estimates and a $1.3 million favorable adjustment resulting from a lessor’s voluntary termination of a lease obligation previously reserved. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
18. Income Taxes | |||||||||||||
Through the April 17, 2011, the Company’s consolidated financial statements reflect a charge for federal and state income taxes as if Henry’s had been subject to tax on a separate company basis during the periods presented. Subsequent to April 17, 2011, the Company’s (provision) benefit for income taxes is based on the new tax return filing group. | |||||||||||||
In July 2013, in connection with the IPO, the Company converted from a limited liability company to a C-corporation. During the period from April 17, 2011 until the corporate conversion, the Company had elected to be taxed as a corporation for income tax purposes. | |||||||||||||
Income Tax (Provision) Benefit | |||||||||||||
Income tax (provision) benefit consists of the following: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
U.S. Federal—current | $ | (15,684 | ) | $ | (309 | ) | $ | (1,433 | ) | ||||
U.S. Federal—deferred | (12,203 | ) | (12,687 | ) | 17,496 | ||||||||
U.S. Federal—total | (27,887 | ) | (12,996 | ) | 16,063 | ||||||||
State—current | (3,299 | ) | (1,105 | ) | (588 | ) | |||||||
State—deferred | (1,555 | ) | (1,166 | ) | 2,256 | ||||||||
State—total | (4,854 | ) | (2,271 | ) | 1,668 | ||||||||
Total (provision) benefit | $ | (32,741 | ) | $ | (15,267 | ) | $ | 17,731 | |||||
Tax Rate Reconciliation | |||||||||||||
Income tax (provision) benefit differed from the amounts computed by applying the U.S. federal income tax rate to pretax income as a result of the following: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||||
Increase in income taxes resulting from: | |||||||||||||
State income taxes, net of federal benefit | 5.18 | 5.17 | 4.03 | ||||||||||
Nondeductible transaction costs | — | 3.38 | — | ||||||||||
Other, net | (1.23 | ) | 0.36 | 0.22 | |||||||||
Effective tax rate | 38.95 | % | 43.91 | % | 39.25 | % | |||||||
The effective income tax rate decreased to 38.95% in 2013 from 43.91% in 2012 as a result of increased tax credits and charitable contributions for 2013 and the non-deductible transaction costs incurred in 2012 related to the Sunflower Transaction. The effective income tax rate increased to 43.91% in 2012 from 39.25% in 2011 as a result of the non-deductible transaction costs incurred in 2012 related to the Sunflower Transaction. | |||||||||||||
Excess tax benefits associated with stock option exercises and antidilution payments made to optionholders are credited to stockholders’ equity. The Company uses the tax law ordering approach of intraperiod allocation to allocate the benefit of windfall tax benefits based on provisions in the tax law that identify the sequence in which those amounts are utilized for tax purposes. The income tax benefits resulting from stock awards that were credited to stockholders’ equity were $17.8 million, $0.1 million and $0.0 for the years ended December 29, 2013, December 30, 2012 and January 1, 2012, respectively. | |||||||||||||
Deferred Taxes | |||||||||||||
Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Employee benefits | $ | 14,677 | $ | 13,731 | |||||||||
Net operating loss carryforwards and tax credits | 13,263 | 10,945 | |||||||||||
Lease related | 63,512 | 54,798 | |||||||||||
Other accrued liabilities | 6,714 | 5,048 | |||||||||||
Intangible assets | 6,496 | 17,917 | |||||||||||
Charitable contribution carryforward | 2,204 | — | |||||||||||
Inventories and other | 538 | 1,401 | |||||||||||
Total gross deferred tax assets | 107,404 | 103,840 | |||||||||||
Deferred tax liabilities | |||||||||||||
Depreciation and amortization | (73,991 | ) | (56,670 | ) | |||||||||
Total gross deferred tax liabilities | (73,991 | ) | (56,670 | ) | |||||||||
Net deferred tax asset | $ | 33,413 | $ | 47,170 | |||||||||
A valuation allowance is established for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that the realization of future deductions is uncertain. | |||||||||||||
If realized, $3.6 million of net operating loss carry forwards will be recognized as a benefit through additional paid-in capital. Management performs an assessment over future taxable income to analyze whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has evaluated all available positive and negative evidence and believes it is probable that the deferred tax assets will be realized and has not recorded a valuation allowance against the Company’s deferred tax assets as of December 29, 2013 and December 30, 2012. | |||||||||||||
At December 29, 2013 and December 30, 2012, the Company has approximately $36.6 million and $28.4 million of federal net operating loss carryforwards, respectively, which are available to offset future federal taxable income from 2028 through 2033. The Company has net operating loss carryforwards for state income tax purposes of $8.4 million and $7.8 million as of December 29, 2013 and December 30, 2012, respectively, which are available to offset future state taxable income from 2014 through 2033. The utilization of certain of the Company’s net operating loss carryforwards may be limited in a given year. The Company has alternative minimum tax credits of $0.4 million which are available to offset future income taxes. These credits have no expiration date. The Company has general business credits of $1.0 million which are available to offset future income taxes until 2032 through 2033. | |||||||||||||
Federal tax laws impose restrictions on the utilization of net operating loss carryforwards and tax credit carryforwards in the event of an “ownership change,” as defined by federal income tax code. Such an ownership change occurred on May 29, 2012, concurrent with the acquisition of Sunflower. The Company’s ability to utilize net operating loss carryforwards and tax credit carryforwards is subject to restrictions pursuant to these provisions. Utilization of the federal net operating loss and tax credits will be limited annually and any unused limitation in a given year may be carried forward to the next year. | |||||||||||||
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 we are in compliance with the regulations. The adoption of the regulations will not have a significant effect on the Company’s consolidated financial statements. | |||||||||||||
The Company applies the authoritative accounting guidance under ASC 740 for the recognition, measurement, classification and disclosure of uncertain tax positions taken or expected to be taken in a tax return. | |||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Beginning balance | $ | 150 | $ | — | $ | 307 | |||||||
Additions based on tax positions related to the current year | 260 | 150 | — | ||||||||||
Reductions for tax positions of prior years | — | — | (307 | ) | |||||||||
Net deferred tax asset (liability) | $ | 410 | $ | 150 | $ | — | |||||||
At December 29, 2013 and December 30, 2012 the Company had unrecognized tax benefits of $0.4 million and $0.2 million (tax effected) that would impact the effective tax rate if recognized. | |||||||||||||
The Company’s policy is to recognize accrued interest and penalties as a component of income tax expense. | |||||||||||||
The Company anticipates an increase in the total amount of unrecognized tax benefits during the next twelve months related to depreciation for transaction cost allocation in the amount of $0.2 million. | |||||||||||||
The Company files income tax returns with federal and state tax authorities within the United States. The statute of limitations remains open for federal and state income tax examinations for the tax years 2011 and 2012. The statute of limitations remains open for Sunflower’s pre-merger federal tax returns for 2010 through 2012 and state tax returns for 2008 through 2012. |
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Related Party Transactions [Abstract] | ' | ||||
Related-Party Transactions | ' | ||||
19. Related-Party Transactions | |||||
Transactions with S&F | |||||
Prior to April 18, 2011, transactions between Henry’s and S&F and its wholly owned subsidiaries commonly occurred in the normal course of business. These transactions included allocation of corporate costs, Henry’s participation in S&F’s centralized cash management system, self-insurance and share-based compensation plans as described further below. | |||||
Corporate Allocations | |||||
S&F and its wholly owned subsidiaries provided corporate and other services to Henry’s in the normal course of business. The financial statements for 2011 through April 17, 2011 include charges from S&F to Henry’s for corporate expenses relating to these transactions and services, using the following methodologies: | |||||
Direct Costs—costs incurred by S&F and its wholly owned subsidiaries on behalf of Henry’s were charged directly to the Company. Direct costs relate to store lease payments, common area maintenance charges, utilities, store design and construction costs, distribution service charges and other specifically identifiable costs. These specific costs are included within individual line items in the accompanying consolidated statements of operations. | |||||
Allocated Corporate Expenses—corporate overhead costs not specifically charged to Henry’s were generally allocated based on Henry’s sales, number of stores, case volume shipped or number of employees in relation to totals for S&F. Allocated corporate costs relate to real estate management, store design and construction, distribution services and general corporate services. Costs amounting to $2.6 million allocated to Henry’s for the year ended January 1, 2012, are included in the accompanying consolidated statements of operations. Those costs were previously presented as “allocated corporate costs”, but have been reclassified to costs of sales, buying and occupancy, direct store expenses and selling, general and administrative expenses as appropriate for the character of each cost item. | |||||
Management believes the allocation methodology described above is a fair and reasonable reflection of the utilization of the services provided to, or the benefit received by, Henry’s during the periods presented. The allocations may not, however, reflect the expense Henry’s would have incurred as an independent company for the periods presented. Actual costs that may have been incurred if Henry’s had been a stand-alone company would depend on a number of factors, including the chosen organization structure, what functions were outsourced or performed by employees, and strategic decisions made in the areas such as information technology and infrastructure. | |||||
Henry’s operated a 241,000 square-foot leased facility primarily dedicated to produce fulfillment which served both Henry’s and S&F. The operations of the facility have been included in the accompanying consolidated financial statements of the Company through April 17, 2011 and costs of the facility have been allocated to Smart & Final Stores based on case volume shipped. On April 18, 2011, S&F kept the operations and assets and liabilities of the warehouse facility and the distribution of these assets and liabilities to S&F is netted with other assets and liabilities contributed to Henry’s and reflected as a contribution by S&F in equity, discussed in Note 2, “Basis of Presentation.” | |||||
S&F also operated under a Management Services Agreement with an Apollo affiliate, Apollo Management VI, L.P. whereby the Apollo affiliate provided certain investment banking, management, consulting and financial planning services to S&F. The Management Services Agreement was for a ten-year term starting in 2007 and S&F was obligated to pay the Apollo affiliate an annual fee of $1.5 million, payable on a quarterly basis. The management fees allocated to Henry’s as part of the allocated corporate expenses by S&F were $0.1 million during 2011. | |||||
S&F Centralized Cash Management | |||||
Henry’s participated in S&F’s centralized cash management system through April 17, 2011. The majority of cash received from the Henry’s operations was transferred to S&F’s centralized cash accounts and cash disbursements of Henry’s were funded from the centralized cash accounts on a daily basis as needed. The cash and cash equivalents held by S&F at the corporate level were not allocated to Henry’s for any of the periods presented. Transfers of cash to and from S&F’s cash management system were reflected as S&F equity on the accompanying consolidated statements of stockholders’ equity. No interest was charged or earned on the cash management account. Under this system, Henry’s had no external sources of financing, such as available lines of credit, as may be necessary to operate as a stand-alone entity. | |||||
Up to April 17, 2011, all significant intercompany transactions between Henry’s and S&F and its other subsidiaries have been included in the accompanying consolidated financial statements and were considered to be effectively settled for cash at the time the transaction was recorded. The total net effect of the settlement of these intercompany transactions is reflected in the accompanying consolidated statements of cash flows as a financing activity and in the accompanying consolidated balance sheets as stockholders’ equity. After April 17, 2011, all transactions between the Company and S&F were settled in cash. | |||||
S&F Share-Based Compensation | |||||
S&F granted stock options to employees under the S&F Stock Incentive Plan in which some of the Henry’s employees participated. Accounting guidance requires all share-based payments to be recognized in the statement of operations as compensation expense based on their fair values over the requisite service period of the award, taking into consideration estimated forfeiture rates. | |||||
The fair value of the options was estimated on the date of the grant using the Black-Scholes-Merton option-pricing model. S&F recognized the related compensation expense (the estimated fair value of the stock options) over the vesting period using the accelerated recognition method. | |||||
Compensation expense allocated to Henry’s for employees participating in the S&F Stock Incentive Plan amounted to $0.0 million for 2011. | |||||
S&F Equity | |||||
Prior to April 18, 2011, equity refers to the consolidated net assets of Henry’s which reflects S&F’s consolidated investment in Henry’s. Equity was impacted by capital contributions, cumulative net earnings of Henry’s, certain operational billings and payments/receipts between Henry’s and S&F, centralized cash management by S&F and general corporate and tax allocations from S&F. | |||||
A summary of the activity in the “Net transactions with S&F” in the equity account is as follows: | |||||
Year Ended | |||||
January 1, | |||||
2012 | |||||
Transactions with related parties | $ | (54,057 | ) | ||
Centralized cash management | 40,111 | ||||
Income taxes | 1,214 | ||||
Total | $ | (12,732 | ) | ||
A summary of the related party transactions between Henry’s and S&F and its subsidiaries included in the table above is as follows: | |||||
As of | |||||
January 1, | |||||
2012 | |||||
Cost of product shipped to affiliate | $ | (62,683 | ) | ||
Distribution costs associated with product shipped to affiliate | (4,266 | ) | |||
Cost of product received from affiliate | 1,893 | ||||
Distribution costs associated with product received from affiliate | 10,999 | ||||
Total | $ | (54,057 | ) | ||
Pursuant to the Transaction, S&F entered into a Transition Services Agreement (“TSA”), under which S&F received compensation for providing certain post-transaction support services to the Company for a period up to 180 days after the closing of the Henry’s Transaction. These services include warehousing and distribution, information technology support, human resources and payroll support as well as various other administrative support services. Total expenses incurred in connection with the TSA during 2011 amounted to $4.7 million. | |||||
Transactions with Other Related Parties | |||||
The Company incurred costs related to its use of a private aircraft owned by a member of senior management. During 2012 and 2011, fees paid in connection with the use of the aircraft were $0.6 million and $0.4 million, respectively. During 2012, the Company purchased the aircraft for $3.2 million. | |||||
Two stockholders are investors in a company that is a supplier of coffee to the Company. During 2013, 2012 and 2011, purchases from this company were $7.9 million, $5.6 million and $3.4 million, respectively. As of December 29, 2013, the Company had no receivable recorded from this vendor. As of December 30, 2012, the Company had recorded $0.4 million of accounts receivable due from this vendor related to vendor rebates. As of December 29, 2013 and December 30, 2012, the Company had recorded accounts payable due to this vendor of $0.7 million and $0.4 million, respectively. | |||||
On August 30, 2007, Sprouts Arizona entered into a 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 2013, 2012 and 2011, fees and other expenses paid to the service under the terms of the Services Agreement were $2.4 million, $2.7 million and $2.2 million, respectively. The Company has an option to terminate the agreement early for a termination fee of $100,000. During 2013, the scope of services provided by the outsourced service provider was reduced. Subsequent to December 29, 2013, the Company gave notice to the service provider that it intends to not renew the services agreement. | |||||
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. These amounts were subsequently repaid and no amounts remain outstanding as of December 29, 2013. | |||||
In connection with our Credit Facility, we paid an arrangement fee of $0.8 million to an affiliate of Apollo. Apollo Global Securities, LLC, another affiliate of Apollo, was an underwriter of our IPO and secondary offering that closed on December 2, 2013, and received fees of approximately $0.9 million and $1.0 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||
Commitments and Contingencies | ' | ||||||||
20. Commitments and Contingencies | |||||||||
Operating Lease Commitments | |||||||||
The Company’s leases include stores, office and warehouse buildings and delivery equipment. These leases had an average remaining lease term of approximately 9 years as of December 29, 2013. | |||||||||
Rent expense charged to operations under operating leases in 2013, 2012 and 2011 totaled $64.7 million, $54.2 million and $41.1 million, respectively. Rent expense includes $1.4 million, $0.9 million and $0.6 million of contingent rent for 2013, 2012 and 2011, respectively. | |||||||||
Future minimum lease obligations for operating leases with initial terms in excess of one year at December 29, 2013 are as follows: | |||||||||
2014 | $ | 72,926 | |||||||
2015 | 82,405 | ||||||||
2016 | 84,438 | ||||||||
2017 | 82,643 | ||||||||
2018 | 80,696 | ||||||||
Thereafter | 512,390 | ||||||||
Total payments | $ | 915,498 | |||||||
Capital and Financing Lease Commitments | |||||||||
The Company is committed under certain capital and financing leases for rental of buildings and equipment. These leases expire or become subject to renewal clauses at various dates from 2013 to 2032. | |||||||||
As of December 29, 2013, future minimum lease payments required by all capital and financing leases during the initial lease term are as follows: | |||||||||
Fiscal Year | Capital | Financing | |||||||
Leases | Leases | ||||||||
2014 | $ | 540 | $ | 12,700 | |||||
2015 | 538 | 13,440 | |||||||
2016 | 538 | 13,599 | |||||||
2017 | 538 | 13,411 | |||||||
2018 | 538 | 13,552 | |||||||
Thereafter | 954 | 78,979 | |||||||
Total | 3,646 | 145,681 | |||||||
Plus balloon payment (financing leases) | — | 68,053 | |||||||
Less amount representing interest | (978 | ) | (96,830 | ) | |||||
Net present value of capital and financing lease obligations | 2,668 | 116,904 | |||||||
Less current portion | (315 | ) | (3,080 | ) | |||||
Total long-term | $ | 2,353 | $ | 113,824 | |||||
The final payment under the financing lease obligations is a noncash payment which represents the conveyance of the property to the buyer-lessor at the end of the lease term, described as balloon payment in the table above. | |||||||||
In connection with the acquisition of Sunflower, the Company recorded a purchase price allocation of $22.6 million for financing lease obligations. In connection with the Henry’s Transaction, the Company recorded a purchase price allocation of $4.0 million and $63.2 million for the capital and financing lease obligations, respectively. The Company has recorded these liabilities at their estimated fair values at date of acquisition. | |||||||||
Other 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 require significant judgments, and actual claim settlements and associated expenses may differ from the Company’s current provisions for loss. See Note 15, “Self-Insurance Programs” for more information. | |||||||||
During 2012, the Company settled a trademark dispute for $2.7 million. |
Capital_stock
Capital stock | 12 Months Ended |
Dec. 29, 2013 | |
Equity [Abstract] | ' |
Capital stock | ' |
21. Capital stock | |
Common stock | |
On August 6, 2013, the Company completed its initial public offering of 21,275,000 shares of common stock of Sprouts Farmers Market, Inc., including 2,775,000 shares of common stock issued as a result of the exercise in full of the underwriters’ option to purchase additional shares, at a price of $18.00 per share. The Company sold 20,477,215 shares of common stock, including the additional shares, and certain stockholders sold the remaining 797,785 shares. | |
The Company received net proceeds from the IPO of approximately $344.1 million, after deducting underwriting discounts and offering expenses. | |
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 23 “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. | |
As of December 29, 2013, 147,616,560 shares of common stock have been issued by the Company, 38.2% of which is held by the Apollo Funds. As of December 29, 2013, 9,681,960 shares of common stock are reserved for issuance under the Sprouts Farmers Market, Inc. 2013 Incentive Plan (see Note 23, “Equity-Based Compensation”). During 2013, options were exercised in exchange for the issuance of 1,194,999 shares of common stock and the Company repurchased 12,375 of the shares of common stock issued in one exercise. During 2012, options were exercised in exchange for the issuance of 189,585 shares of common stock and subsequently, the Company repurchased 24,585 of the shares of common stock. | |
Equity prior to April 18, 2011 represents the consolidated net assets of Henry’s, which reflected S&F’s consolidated investment in Henry’s. Activity in the consolidated statement of stockholders’ equity prior to April 18, 2011 is summarized in Note 19, “Related-Party Transactions.” | |
Weighted average shares outstanding for periods prior to the Henry’s Transaction assume the same shares outstanding as immediately after the transaction per accounting guidance. | |
During 2012, 62,271 of the Company’s shares that were previously held in escrow pursuant to indemnification arrangements set forth in agreements entered into in connection with the Sunflower Transaction were forfeited pursuant to the terms of such agreements and redistributed to certain Company equity holders in accordance with the terms of such agreements and the Company’s LLC Agreement. | |
During 2013, the Company received $0.2 million from certain officers as the return of deemed profits on the purchase of stock in our IPO and the subsequent sale of our stock within six months. These proceeds are included in “Issuance of shares in IPO, net of issuance costs” in the consolidated statements of stockholders’ equity and in “Proceeds from the issuance of shares” in the consolidated statements of cash flows. | |
Preferred Stock | |
The Company’s board of directors is authorized, subject to limitations prescribed by Delaware law, to issue up to 10,000,000 shares of the Company’s preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further action by the Company’s stockholders. The Company’s board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding. The Company’s board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of the Company and might adversely affect the market price of the Company’s common stock and the voting and other rights of the holders of the Company’s common stock. The Company has no current plan to issue any shares of preferred stock. |
Net_Income_Loss_per_Share
Net Income (Loss) per Share | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net Income (Loss) per Share | ' | ||||||||||||
22. Net Income (Loss) per Share | |||||||||||||
The computation of net income (loss) per share is based on the number of weighted average shares outstanding during the period. The computation of diluted net income (loss) 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 (loss) per share calculations is as follows (in thousands, except per share amounts): | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Basic net income per share: | |||||||||||||
Net income (loss) | $ | 51,326 | $ | 19,500 | $ | (27,445 | ) | ||||||
Weighted average shares outstanding | 134,622 | 119,427 | 96,954 | ||||||||||
Basic net income (loss) per share | $ | 0.38 | $ | 0.16 | $ | (0.28 | ) | ||||||
Diluted net income per share: | |||||||||||||
Net income (loss) | $ | 51,326 | $ | 19,500 | $ | (27,445 | ) | ||||||
Weighted average shares outstanding | 134,622 | 119,427 | 96,954 | ||||||||||
Effect of dilutive options: | |||||||||||||
Assumed exercise of options to purchase shares | 5,143 | 2,354 | — | ||||||||||
Weighted average shares and equivalent shares outstanding | 139,765 | 121,781 | 96,954 | ||||||||||
Diluted net income (loss) per share | $ | 0.37 | $ | 0.16 | $ | (0.28 | ) | ||||||
Weighted average shares outstanding for periods prior to the Henry’s Transaction assume the same shares outstanding as immediately after the transaction per accounting guidance. | |||||||||||||
The computation of diluted earnings per share for the year ended December 29, 2013 includes all options as no options were antidilutive. The computation of diluted earnings per share for the year ended December 30, 2012 does not include 1,674,112 options as those options would have been antidilutive. For the year ended January 1, 2012 the computation of diluted loss per share does not include 6,366,932 options as there was a net loss per share. |
EquityBased_Compensation
Equity-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Equity-Based Compensation | ' | ||||||||||||||||
23. 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. As of December 29, 2013, 9,681,960 shares of common stock are reserved for issuance under the 2013 Incentive Plan. | |||||||||||||||||
2011 Option Plan | |||||||||||||||||
In May 2011, the Company adopted the Sprouts Farmers Markets, LLC Option Plan (the “2011 Option Plan”) to provide team members 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 2013, the Company awarded 209,000 options to team members under the 2011 Option Plan at exercise prices of $9.15 and grant date fair values of $2.33 to $3.10. | |||||||||||||||||
Prior to the IPO options were granted to certain team members at a price determined by the Board in its sole discretion. The maximum contractual term for such options was seven years. The 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. Vesting schedules of future grants may differ. In the event of a change in control as defined in the 2013 Incentive Plan and 2011 Option Plan, all options become immediately vested and exercisable. | |||||||||||||||||
Shares issued for option exercises are newly issued shares. | |||||||||||||||||
The estimated fair values of options granted during 2013, 2012 and 2011 range from $1.07 to $5.92, and were calculated using the following assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||
Expected volatility | 31.03% to 37.38% | 32.36% to 38.59% | 38.58% to 41.18% | ||||||||||||||
Risk free interest rate | 0.56% to 1.36% | 0.40% to 0.77% | 0.57% to 1.88% | ||||||||||||||
Expected term, in years | 4.00 to 5.00 | 3.75 to 5.00 | 3.63 to 4.83 | ||||||||||||||
The grant date weighted average fair value of the 2.7 million options issued but not vested as of December 29, 2013 was $2.09. The grant date weighted average fair value of the 5.8 million options issued but not vested as of December 30, 2012 was $1.45. The grant date weighted average fair value of the 6.9 million options issued but not vested as of January 1, 2012 was $1.14. | |||||||||||||||||
The following table summarizes grant date weighted average fair value of options granted and options forfeited: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 29, | December 30, | January 1, | |||||||||||||||
2013 | 2012 | 2012 | |||||||||||||||
Grant date weighted average fair value of options granted | $ | 4.27 | $ | 1.99 | $ | 1.12 | |||||||||||
Grant date weighted average fair value of options forfeited | $ | 1.85 | $ | 1.17 | $ | — | |||||||||||
Expected volatility is calculated based upon historical volatility data from a group of comparable companies over a timeframe consistent with the expected life of the awards. The expected term is estimated based on the expected period that the options are anticipated to be outstanding after initial grant until exercise or expiration based upon various factors including the contractual terms of the awards and vesting schedules. The expected risk-free rate is based on the U.S. Treasury yield curve rates in effect at the time of the grant using the term most consistent with the expected life of the award. Dividend yield was estimated at zero as the Company does not anticipate making regular future distributions to stockholders. | |||||||||||||||||
The following table summarizes option activity: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 2, 2011 | — | $ | — | ||||||||||||||
Granted | 10,140,240 | 3.33 | |||||||||||||||
Forfeited | (558,228 | ) | 3.33 | ||||||||||||||
Outstanding at January 1, 2012 | 9,582,012 | 3.33 | |||||||||||||||
Exercisable—January 1, 2012 | 2,400,486 | 3.33 | 6.35 | $ | 6,455 | ||||||||||||
Vested/Expected to vest—January 1, 2012 | 9,582,012 | 3.33 | 6.35 | $ | 25,767 | ||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 1, 2012 | 9,582,012 | $ | 3.33 | ||||||||||||||
Granted | 2,609,200 | 6.32 | |||||||||||||||
Forfeited | (398,222 | ) | 3.97 | ||||||||||||||
Exercised | (220,000 | ) | 3.33 | $ | 592 | ||||||||||||
Outstanding at December 30, 2012 | 11,572,990 | 3.99 | 5.65 | $ | 59,688 | ||||||||||||
Exercisable—December 30, 2012 | 5,743,320 | 3.61 | 5.45 | $ | 31,849 | ||||||||||||
Vested/Expected to vest—December 30, 2012 | 11,533,489 | 3.98 | 5.65 | $ | 59,639 | ||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at December 30, 2012 | 11,572,990 | $ | 3.99 | ||||||||||||||
Granted | 616,112 | 14.24 | |||||||||||||||
Forfeited | (141,441 | ) | 5.24 | ||||||||||||||
Exercised | (1,194,999 | ) | 3.2 | $ | 38,628 | ||||||||||||
Outstanding at December 29, 2013 | 10,852,662 | 3.56 | 4.82 | $ | 375,866 | ||||||||||||
Exercisable—December 29, 2013 | 8,120,756 | 3.16 | 4.65 | $ | 284,476 | ||||||||||||
Vested/Expected to vest—December 29, 2013 | 10,754,773 | 3.52 | 4.81 | $ | 372,822 | ||||||||||||
Equity-based compensation expense was as follows: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 29, | December 30, | January 1, | |||||||||||||||
2013 | 2012 | 2012 | |||||||||||||||
Cost of sales, buying and occupancy | $ | 672 | $ | 502 | $ | 269 | |||||||||||
Direct store expenses | 104 | 127 | 134 | ||||||||||||||
Selling, general and administrative expenses | 5,004 | 4,024 | 3,371 | ||||||||||||||
Total equity-based compensation expense | $ | 5,780 | $ | 4,653 | $ | 3,774 | |||||||||||
Total equity-based compensation expense for 2013 included additional expense of $0.5 million related to anti-dilution provision payments made to certain option holders. See Note 21, “Stockholders’ Equity” for more information. | |||||||||||||||||
The Company recognized income tax benefits of $2.3 million, $1.9 million and $1.5 million for 2013, 2012, and 2011, respectively. | |||||||||||||||||
As of December 29, 2013, total unrecognized compensation expense related to outstanding options was $4.3 million, which, if the service and performance conditions are fully met, is expected to be recognized over the next 1.1 years on a weighted-average basis. | |||||||||||||||||
During the years ended December 29, 2013 and December 30, 2012, the Company received $3.8 million and $0.5 million in cash proceeds from the exercise of options, respectively. | |||||||||||||||||
During the years ended December 29, 2013 and December 30, 2012, the Company recorded $13.4 million and $0.1 million of tax benefits from the exercise of options, respectively. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Fiscal Years | ' | ||||||||||||
Fiscal Years | |||||||||||||
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 2013, 2012, and 2011 ended on December 29, 2013, December 30, 2012 and January 1, 2012, respectively, and included 52-weeks. Fiscal years 2013, 2012, and 2011 are referred to as 2013, 2012, and 2011. | |||||||||||||
Significant Accounting Estimates | ' | ||||||||||||
Significant Accounting Estimates | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s critical estimates included, but are not limited to: inventory valuations, lease assumptions, sublease assumptions for closed stores, self-insurance reserves, goodwill and intangible assets, impairment of long-lived assets, fair values of equity-based awards and income taxes. Actual results could differ from those estimates. | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are maintained at financial institutions in the United States of America. Deposits in these financial institutions may, from time to time, exceed the Federal Deposit Insurance Corporation’s (“FDIC”) federally insured limits. All credit and debit card transactions are also classified as cash and cash equivalents. The amounts due from banks for these transactions at each reporting date were as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Due from banks for debit and credit card transactions | $ | 20,463 | $ | 18,092 | |||||||||
Accounts Receivable | ' | ||||||||||||
Accounts Receivable | |||||||||||||
Accounts receivable generally represent billings to vendors for earned rebates and allowances and other items. When a specific account is determined uncollectible, the net recognized receivable is written off. | |||||||||||||
Inventories | ' | ||||||||||||
Inventories | |||||||||||||
Inventories consist of merchandise purchased for resale, which are stated at the lower of cost or market. The cost method is used for warehouse perishable and store perishable department inventories by assigning costs to each of these items based on a first-in, first-out (FIFO) basis (net of vendor discounts). | |||||||||||||
The Company’s valuation of its non-perishable inventory using weighted average costs includes statistical and other estimation methods which the Company believes provide a reasonable basis to estimate its inventory values at the end of the respective periods. | |||||||||||||
The Company believes that all inventories are saleable and no allowances or reserves for shrinkage or obsolescence were recorded as of December 29, 2013 and December 30, 2012. | |||||||||||||
Property and Equipment | ' | ||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Expenditures for major additions and improvements to facilities are capitalized, while maintenance and repairs are charged to expense as incurred. When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. Depreciation expense, which includes the amortization of assets recorded under capital and financing leases, is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements and assets under capital and financing leases are amortized over the shorter of the lease term to which they relate, or the estimated useful life of the asset. Terms of leases used in the determination of estimated useful lives may include renewal options if the exercise of the renewal option is determined to be reasonably assured. | |||||||||||||
The following table includes the estimated useful lives of asset classes: | |||||||||||||
Software and used equipment | 3 years | ||||||||||||
Computer hardware | 5 years | ||||||||||||
Furniture, fixtures and equipment | 7 years | ||||||||||||
Leasehold improvements | up to 15 years | ||||||||||||
Buildings | 40 years | ||||||||||||
Store development costs, which include costs associated with the selection and procurement of real estate sites, are also included in property and equipment. These costs are included in leasehold improvements and are amortized over the remaining lease term of the successful sites with which they are associated. Certain project costs, including general site selection costs that cannot be identified with a specific store location, are charged to direct store expenses in the accompanying consolidated statements of operations. | |||||||||||||
Asset Retirement Obligations | ' | ||||||||||||
Asset Retirement Obligations | |||||||||||||
The Company’s asset retirement obligations (“ARO”) are related to the Company’s commitment to return leased facilities to the landlord in an agreed upon condition. This may require actions ranging from cleaning to removal of leasehold improvements. The obligation is recorded as a liability with an offsetting capital asset at the inception of the lease term based upon the estimated fair market value of costs to meet the commitment. The liability, included in other long-term liabilities in the consolidated balance sheets, is accreted over time to the projected future value of the obligation. The ARO asset, included in property and equipment in the consolidated balance sheets, is depreciated using the same useful life as the related property. | |||||||||||||
A reconciliation of the ARO liability is as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Beginning balance | $ | 2,362 | $ | 1,236 | |||||||||
Additions for new facilities | 54 | 132 | |||||||||||
ARO liability from business combination | — | 784 | |||||||||||
Accretion expense | 322 | 237 | |||||||||||
Adjustments | (163 | ) | (27 | ) | |||||||||
Ending balance | $ | 2,575 | $ | 2,362 | |||||||||
Closed Store Reserve | ' | ||||||||||||
Closed Store Reserve | |||||||||||||
The Company recognizes a reserve for future operating lease payments associated with facilities that are no longer being utilized in its current operations. The reserve is recorded based on the present value of the remaining noncancelable lease payments after the cease use date less an estimate of subtenant income. If subtenant income is expected to be higher than the lease payments, no accrual is recorded. Lease payments included in the closed store reserve are expected to be paid over the remaining terms of the respective leases. Adjustments to the closed store reserve relate primarily to changes in actual or estimated subtenant income and actual lease payments from original estimates. Adjustments are made for changes in estimate in the period in which the change becomes known considering timing of new information regarding the market, subleases or other lease updates. Adjustments in the closed store reserves are recorded in “store closure and exit costs” in the consolidated statements of operations. | |||||||||||||
Self-Insurance Reserves | ' | ||||||||||||
Self-Insurance Reserves | |||||||||||||
The Company uses a combination of insurance and self-insurance programs to provide reserves for potential liabilities associated with general liability, workers’ compensation and team member health benefits. Liabilities for self-insurance reserves are estimated through consideration of various factors, which include historical claims experience, demographic factors, severity factors and other actuarial assumptions. | |||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||
Goodwill and Intangible Assets | |||||||||||||
Goodwill represents the cost of acquired businesses in excess of the fair value of assets and liabilities acquired. The Company’s indefinite-lived intangible assets consist of trade names related to “Sprouts Farmers Market” and liquor licenses. The Company also holds intangible assets with finite useful lives, consisting of favorable and unfavorable leasehold interests and the “Sunflower Farmers Market” trade name. | |||||||||||||
Goodwill is evaluated for impairment on an annual basis on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s impairment evaluation of goodwill consists of a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company’s qualitative assessment indicates it is more likely than not that the estimated fair value of a reporting unit exceeds its carrying value, no further analysis is required and goodwill is not impaired. Otherwise, the Company follows a two-step quantitative goodwill impairment test to determine if goodwill is impaired. The first step of the quantitative goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the Company’s reporting unit exceeds its carrying value, no further analysis or impairment of goodwill is required. If the carrying value of the Company’s reporting unit exceeds its fair value, the fair value of the reporting unit would be allocated to the reporting unit’s assets and liabilities based on the relative fair value, with goodwill written down to its implied fair value, if necessary. | |||||||||||||
Indefinite-lived assets are evaluated for impairment on an annual basis on the first day of the fourth fiscal quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s impairment evaluation for its indefinite-lived intangible assets consists of a qualitative assessment similar to that for goodwill. If the Company’s qualitative assessment indicates it is more likely than not that the estimated fair value of an indefinite-lived intangible asset exceeds its carrying value, no further analysis is required and the asset is not impaired. Otherwise, the Company compares the estimated fair value of the asset to its carrying amount with an impairment loss recognized for the amount, if any, by which carrying value exceeds estimated fair value. | |||||||||||||
The Company can elect to bypass the qualitative assessments approach for goodwill and indefinite-lived intangible assets and proceed directly to the quantitative assessments for goodwill or any indefinite-lived intangible assets in any period. The Company can resume the qualitative assessment approach in future periods. | |||||||||||||
The Company has determined its business consists of a single reporting unit. When applying the quantitative test, the Company determines the fair value of its reporting unit using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. | |||||||||||||
The Company completed its goodwill and indefinite-lived intangible asset impairment evaluations as of the first day of the fourth quarter and concluded during 2013, 2012 and 2011 that there was no impairment. The Company also concluded that events and circumstances continued to support classifying its indefinite-lived intangible assets as such. See Note 8, “Intangible Assets” and Note 9, “Goodwill” for further discussion. | |||||||||||||
Prior to the Henry’s Transaction, the trade names related to “Henry’s Farmers Markets” were accounted for as finite-lived intangible assets and amortized on a straight-line basis over an estimated useful life of 20 years. As a result of the rebranding of the “Henry’s Farmers Markets” locations as “Sprouts Farmers Market” locations following the Henry’s Transaction, the estimated remaining useful lives of these trade names were re-evaluated and amortization was accelerated through the end of their respective useful life in fiscal 2011, when it was subsequently written-off. See Note 8, “Intangible Assets” for further discussion. The trade name related to “Sunflower Farmers Market” meets the definition of a defensive intangible asset and is amortized on a straight line basis over an estimated useful life of 10 years from the date of its acquisition by the Company. Favorable and unfavorable leasehold interests are amortized on a straight-line basis over the lease term. | |||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||
Impairment of Long-Lived Assets | |||||||||||||
The Company assesses its long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The Company groups and evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which independent identifiable cash flows are available. Factors which may indicate potential impairment include a significant underperformance relative to the historical or projected future operating results of the store or a significant negative industry or economic trend. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by that asset. If impairment is indicated, a loss is recognized for any excess of the carrying value over the estimated fair value of the asset group. The fair value is estimated based on the discounted future cash flows or comparable market values, if available. The Company did not record any impairment loss during 2013, 2012 and 2011. | |||||||||||||
Deferred Financing Costs | ' | ||||||||||||
Deferred Financing Costs | |||||||||||||
The Company capitalizes certain fees and costs incurred in connection with the issuance of debt. Deferred financing costs are amortized to interest expense over the term of the debt using the effective interest method. For the Revolving Credit Facility, deferred financing costs are amortized on a straight line basis over the term of the facility. Upon prepayment, redemption or conversion of debt, the Company accelerates the recognition of an appropriate amount of financing costs as additional interest expense. The current and noncurrent portions of deferred financing costs are included in Prepaid expenses and other current assets and Other assets, respectively, in the consolidated balance sheets. | |||||||||||||
Operating Leases | ' | ||||||||||||
Operating Leases | |||||||||||||
The Company leases stores, warehouse facilities and administrative offices under operating leases. | |||||||||||||
Incentives received from lessors are deferred and recorded as a reduction of rental expense over the lease term using the straight-line method. The current portion of unamortized lease incentives is included in other accrued liabilities and the noncurrent portion is included in other long-term liabilities in the accompanying consolidated balance sheets. | |||||||||||||
Store lease agreements generally include rent abatements and rent escalation provisions and may include contingent rent provisions based on a percentage of sales in excess of specified levels. The Company recognizes escalations of minimum rents and/or abatements as deferred rent and amortizes these balances on a straight-line basis over the term of the lease. | |||||||||||||
For lease agreements that require the payment of contingent rents based on a percentage of sales above stipulated minimums, the Company begins accruing an estimate for contingent rent when it is determined that it is probable the specified levels of sales in excess of the stipulated minimums will be reached during the year. | |||||||||||||
Financing Lease Obligations | ' | ||||||||||||
Financing Lease Obligations | |||||||||||||
The Company has recorded financing lease obligations for 38 and 31 store building leases as of December 29, 2013 and December 30, 2012, respectively. In each case, the Company was deemed to be the owner during the construction period under lease accounting guidance. Further, each lease contains provisions indicating continuing involvement with the property at the end of the construction period, which include either an affiliate guaranty or contingent collateral. As a result, in accordance with applicable accounting guidance, buildings and related assets subject to the leases are reflected on the Company’s balance sheets and depreciated over their remaining useful lives. The present value of the lease payments associated with these buildings is recorded as financing lease obligations. | |||||||||||||
Monthly lease payments are allocated between the land element of the lease (which is accounted for as an operating lease) and the financing obligation. The financing obligation is amortized using the effective interest method and the interest rate is determined in accordance with the requirements of sale-leaseback accounting. Lease payments less the portion allocated to the land element of the lease and that portion considered to be interest expense decrease the financing liability. At the end of the initial lease term, should the Company decide not to renew the lease, the net book value of the asset and the corresponding financing obligation would be reversed. | |||||||||||||
The outflows from the construction of the buildings are classified as investing activities, and the outflows associated with the financing obligations principal payments and inflows from the associated financing proceeds are classified as financing activities in the accompanying consolidated statements of cash flows. | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
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 our 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 comparable open market transactions of the Term Loan (as defined in Note 13, “Long-Term Debt”), the fair value of the long-term debt, including current maturities, approximates carrying value as of December 29, 2013 and December 30, 2012. The carrying amount of the Senior Subordinated Promissory Notes (as defined in Note 13, “Long-Term Debt”) approximated fair value as their terms were 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 | |||||||||||||
Business combinations are accounted for using the acquisition method of accounting, which requires that the purchase price paid for an acquisition be allocated to the assets and liabilities acquired based on their estimated fair values as of the effective date of the acquisition, with the excess of the purchase price over the net assets being recorded as goodwill. Acquisition-related costs are considered separate transactions and are expensed as incurred. Acquisition-related costs are classified as selling, general and administrative expenses and consist of costs associated with the Henry’s Transaction in 2011 and costs associated with the Sunflower Transaction in 2012, as follows: | |||||||||||||
Year Ended | |||||||||||||
December 30, | January 1, | ||||||||||||
2012 | 2012 | ||||||||||||
Acquisition-related costs | $ | 3,229 | $ | 5,900 | |||||||||
See Note 4, “Business Combinations” for further discussion. | |||||||||||||
Equity-Based Compensation | ' | ||||||||||||
Equity-Based Compensation | |||||||||||||
The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes equity-based compensation cost as expense over the vesting period. As equity-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, the amount of expense has been reduced for estimated forfeitures and trued up for actual forfeitures. The Company’s forfeiture rate is estimated primarily based on historical data. The actual forfeiture rate could differ from these estimates. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value for each option grant. The Black-Scholes option-pricing model requires extensive use of subjective assumptions. See Note 24, “Equity-Based Compensation” for a discussion of assumptions used in the calculation of fair values. Application of alternative assumptions could produce different estimates of the fair value of equity-based compensation and, consequently, the related amounts recognized in the accompanying consolidated statements of operations. The Company recognizes compensation cost for time-based awards on a straight-line basis and for performance-based awards on the graded-vesting method over the vesting period of the awards. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
Revenue is recognized at the point of sale. Discounts provided to customers at the time of sale are recognized as a reduction in sales as the discounted products are sold. Sales taxes are not included in revenue. Proceeds from the sale of gift cards are recorded as a liability at the time of sale, and recognized as sales when they are redeemed by the customer. The Company has not applied a gift card breakage rate. | |||||||||||||
Licensing fees are generated from license agreements related to two former Henry’s stores. | |||||||||||||
Cost of Sales, Buying and Occupancy | ' | ||||||||||||
Cost of Sales, Buying and Occupancy | |||||||||||||
Cost of sales includes the cost of inventory sold during the period, including the direct costs of purchased merchandise (net of discounts and allowances), distribution and supply chain costs, buying costs and supplies. Occupancy costs include store rental, property taxes, utilities, common area maintenance, amortization of favorable or unfavorable leasehold interests and property insurance. The Company recognizes vendor allowances and merchandise volume related rebate allowances as a reduction of inventories during the period when earned and reflects the allowances as a component of cost of sales, buying and occupancy as the inventory is sold. | |||||||||||||
Our largest supplier accounted for approximately 23% and 17% of total purchases, expressed as a percentage of our cost of sales, buying and occupancy expense, during 2013 and 2012, respectively. | |||||||||||||
Direct Store Expenses | ' | ||||||||||||
Direct Store Expenses | |||||||||||||
Direct store expenses consist of store-level expenses such as salaries and benefits, related equity-based compensation, supplies, depreciation and amortization for buildings and store leasehold improvements, equipment and other store specific costs. | |||||||||||||
Selling, General and Administrative Expenses | ' | ||||||||||||
Selling, General and Administrative Expenses | |||||||||||||
Selling, general and administrative expenses primarily consist of salaries and benefits costs, related equity-based compensation, advertising, acquisition-related costs and corporate overhead. | |||||||||||||
The Company charges third-parties to place advertisements in the Company’s in-store guide and newspaper circulars. The Company records rebates received from vendors in connection with cooperative advertising programs as a reduction to advertising costs when the allowance represents a reimbursement of a specific incremental and identifiable cost. Advertising costs are expensed as incurred. Advertising expense was as follows: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Advertising expense | $ | 34,075 | $ | 29,238 | $ | 22,344 | |||||||
Vendor rebates | (12,530 | ) | (9,905 | ) | (5,745 | ) | |||||||
Advertising expense, net of rebates | $ | 21,545 | $ | 19,333 | $ | 16,599 | |||||||
Store Pre-Opening Costs | ' | ||||||||||||
Store Pre-Opening Costs | |||||||||||||
Store pre-opening costs include rent expense during construction of new stores and costs related to new store openings, including costs associated with hiring and training personnel and other miscellaneous costs. Store pre-opening costs are expensed as incurred. | |||||||||||||
Loss on Extinguishment of Debt | ' | ||||||||||||
Loss on Extinguishment of Debt | |||||||||||||
In 2013, the Company recorded a loss on extinguishment of debt totaling $18.2 million primarily related to the write-off of deferred financing costs and issue discount. These write-offs included $1.0 million related to a partial repayment of our Term Loan, $9.0 million related to the August 2013 pay down of debt using proceeds from our IPO and $8.2 million related to the April 2013 Refinancing as defined in Note 13. Additionally, loss on extinguishment of debt for 2013 includes $0.5 million related to the renewal of a financing lease. | |||||||||||||
The Company recorded a $1.0 million loss on extinguishment of debt in 2012 as a result of the renegotiation of a store lease that was classified as a financing lease obligation. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company’s deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. Realization of the deferred tax assets is principally dependent upon achievement of projected future taxable income offset by deferred tax liabilities. Changes in recognition or measurement are reflected in the period in which the judgment occurs. Since becoming a taxable corporation in April 2011, the Company has not recorded any valuation allowances to date on the Company’s deferred income tax assets. | |||||||||||||
The Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as part of income tax expense. | |||||||||||||
From a tax perspective, in April 2011, the Company acquired Henry’s. Until April 18, 2011, Henry’s was not a separate tax-paying entity. Henry’s was included in the S&F consolidated federal and certain state income tax groups for income tax reporting purposes. For the period through April 17, 2011, the consolidated financial statements have been prepared on the basis as if Henry’s prepared its tax returns and accounted for income taxes on a separate-company basis. As a result of the Henry’s Transaction, for tax purposes, Henry’s was acquired in a taxable asset acquisition. The purchase price was allocated to all identifiable assets with the residual assigned to tax deductible goodwill. The resulting basis differences between the new tax values and historical amounts resulted in a deferred tax asset of $47.6 million being recorded through membership equity. See Note 18, “Income Taxes” for a discussion of the tax deductibility of goodwill. | |||||||||||||
In May 2012, the Company completed the acquisition of a 100% ownership interest in Sunflower. The acquisition was structured to be a tax-free reorganization. The tax basis of the property acquired in reorganization is equal to the basis in the property recorded by Sunflower just prior to the acquisition. The resulting basis difference between the historical tax amounts and the fair values resulted in net deferred tax assets of $1.9 million being recorded through goodwill. | |||||||||||||
Net Income (Loss) per Share | ' | ||||||||||||
Net Income (Loss) per Share | |||||||||||||
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the fiscal period. | |||||||||||||
Diluted net income (loss) per share is based on the weighted average number of shares outstanding, plus, where applicable, shares that would have been outstanding related to dilutive options. | |||||||||||||
Comprehensive Income (Loss) | ' | ||||||||||||
Comprehensive Income (Loss) | |||||||||||||
Comprehensive income (loss) equals net income (loss) for all periods presented. | |||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
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 this guidance to have a material effect on the consolidated financial statements. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Sales by as Perishable and Non-Perishable | ' | ||||||||||||
The following is a breakdown of the Company’s perishable and non-perishable sales mix: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Perishables | 50.1 | % | 49.1 | % | 49.2 | % | |||||||
Non-Perishables | 49.9 | % | 50.9 | % | 50.8 | % |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Amounts Due from Banks | ' | ||||||||||||
The amounts due from banks for these transactions at each reporting date were as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Due from banks for debit and credit card transactions | $ | 20,463 | $ | 18,092 | |||||||||
Estimated Useful Lives of Asset Classes | ' | ||||||||||||
The following table includes the estimated useful lives of asset classes: | |||||||||||||
Software and used equipment | 3 years | ||||||||||||
Computer hardware | 5 years | ||||||||||||
Furniture, fixtures and equipment | 7 years | ||||||||||||
Leasehold improvements | up to 15 years | ||||||||||||
Buildings | 40 years | ||||||||||||
Reconciliation of Asset Retirement Obligations Liability | ' | ||||||||||||
A reconciliation of the ARO liability is as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Beginning balance | $ | 2,362 | $ | 1,236 | |||||||||
Additions for new facilities | 54 | 132 | |||||||||||
ARO liability from business combination | — | 784 | |||||||||||
Accretion expense | 322 | 237 | |||||||||||
Adjustments | (163 | ) | (27 | ) | |||||||||
Ending balance | $ | 2,575 | $ | 2,362 | |||||||||
Acquisition-Related Costs | ' | ||||||||||||
Acquisition-related costs are classified as selling, general and administrative expenses and consist of costs associated with the Henry’s Transaction in 2011 and costs associated with the Sunflower Transaction in 2012, as follows: | |||||||||||||
Year Ended | |||||||||||||
December 30, | January 1, | ||||||||||||
2012 | 2012 | ||||||||||||
Acquisition-related costs | $ | 3,229 | $ | 5,900 | |||||||||
Schedule of Advertising Expense | ' | ||||||||||||
Advertising expense was as follows: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Advertising expense | $ | 34,075 | $ | 29,238 | $ | 22,344 | |||||||
Vendor rebates | (12,530 | ) | (9,905 | ) | (5,745 | ) | |||||||
Advertising expense, net of rebates | $ | 21,545 | $ | 19,333 | $ | 16,599 | |||||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Schedule of Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | ' | ||||||||
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 Henry’s Transaction occurred at the beginning of 2010 and the Sunflower Transaction occurred at the beginning of 2011: | |||||||||
Year Ended | |||||||||
December 30, | January 1, | ||||||||
2012 | 2012 | ||||||||
Net sales | $ | 1,990,963 | $ | 1,722,655 | |||||
Net income (loss) | $ | 20,672 | $ | (54,112 | ) | ||||
Henry's Holdings LLC [Member] | ' | ||||||||
Consideration Transferred | ' | ||||||||
Consideration transferred was determined as follows: | |||||||||
Fair Value of | |||||||||
Consideration | |||||||||
Transferred | |||||||||
Cash paid to Liquidating Trust | $ | 199,146 | |||||||
Fair value of Company’s shares issued | 146,137 | ||||||||
Cash paid to extinguish Sprouts Arizona debt (net of cash acquired) | 32,085 | ||||||||
Cash paid to redeem Sprouts Arizona preferred membership units | 1,680 | ||||||||
Total purchase price | $ | 379,048 | |||||||
Allocation of Purchase Price | ' | ||||||||
The Company’s allocation of purchase price in the Henry’s Transaction was as follows: | |||||||||
Net assets acquired: | |||||||||
Inventory | $ | 35,105 | |||||||
Other current assets | 4,092 | ||||||||
Property and equipment | 130,219 | ||||||||
Intangible assets | 188,613 | ||||||||
Other assets | 1,412 | ||||||||
Liabilities assumed: | |||||||||
Current liabilities | (36,519 | ) | |||||||
Capital lease obligations | (3,990 | ) | |||||||
Financing lease obligations | (63,162 | ) | |||||||
Other long-term liabilities | (13,570 | ) | |||||||
Deferred taxes | (7,756 | ) | |||||||
Goodwill | 144,604 | ||||||||
Total purchase price | $ | 379,048 | |||||||
Identifiable Intangible Assets Acquired | ' | ||||||||
Identifiable intangible assets acquired consist of the following (in thousands): | |||||||||
Trade names (indefinite-lived) | $ | 182,937 | |||||||
Liquor licenses (indefinite-lived) | 247 | ||||||||
Favorable leasehold interests (13.5 years weighted average useful life) | 5,429 | ||||||||
Total intangible assets | $ | 188,613 | |||||||
Sunflower Farmers Markets, Inc. [Member] | ' | ||||||||
Consideration Transferred | ' | ||||||||
Consideration transferred was determined as follows: | |||||||||
Fair Value of | |||||||||
Consideration | |||||||||
Transferred | |||||||||
Cash paid to Sunflower | $ | 108,517 | |||||||
Fair value of Company’s shares issued | 89,605 | ||||||||
Cash paid to extinguish Sunflower’s debt, net of cash acquired | 21,358 | ||||||||
Total purchase price | $ | 219,480 | |||||||
Allocation of Purchase Price | ' | ||||||||
The Company’s allocation of purchase price in the Sunflower Transaction is as follows: | |||||||||
Net assets acquired: | |||||||||
Inventory | $ | 33,321 | |||||||
Deferred tax asset | 2,308 | ||||||||
Other current assets | 3,859 | ||||||||
Property and equipment | 67,347 | ||||||||
Intangible assets | 7,416 | ||||||||
Other assets | 1,246 | ||||||||
Liabilities assumed: | |||||||||
Current liabilities | (36,534 | ) | |||||||
Financing lease obligations | (22,616 | ) | |||||||
Deferred tax liability | (412 | ) | |||||||
Other long-term liabilities | (6,103 | ) | |||||||
Goodwill | 169,648 | ||||||||
Total purchase price | $ | 219,480 | |||||||
Identifiable Intangible Assets Acquired | ' | ||||||||
Identifiable intangible assets consist of the following: | |||||||||
Trade name (10 year useful life) | $ | 1,800 | |||||||
Liquor licenses (indefinite-lived) | 1,070 | ||||||||
Favorable leasehold interests (12.3 years weighted average useful life) | 4,546 | ||||||||
Total intangible assets | $ | 7,416 | |||||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Summary of Accounts Receivable | ' | ||||||||
A summary of accounts receivable is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Vendor | $ | 5,183 | $ | 5,602 | |||||
Medical insurance receivable | 1,089 | 1,287 | |||||||
Other | 3,252 | 1,526 | |||||||
Total | $ | 9,524 | $ | 8,415 | |||||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ||||||||
Summary of Prepaid Expenses and Other Current Assets | ' | ||||||||
A summary of prepaid expenses and other current assets is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Prepaid expenses | $ | 6,209 | $ | 2,460 | |||||
Other current assets | 1,840 | 2,061 | |||||||
Total | $ | 8,049 | $ | 4,521 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Summary of Property and Equipment, Net | ' | ||||||||
A summary of property and equipment, net is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Buildings | $ | 106,580 | $ | 73,830 | |||||
Furniture, fixtures and equipment | 188,074 | 146,206 | |||||||
Leasehold improvements | 167,530 | 145,291 | |||||||
Construction in progress | 14,060 | 21,873 | |||||||
Total property and equipment | 476,244 | 387,200 | |||||||
Accumulated depreciation and amortization | (127,414 | ) | (84,034 | ) | |||||
Property and equipment, net | $ | 348,830 | $ | 303,166 | |||||
Summary of Leased Property and Equipment under Capital and Financing Lease Obligations | ' | ||||||||
A summary of leased property and equipment under capital and financing lease obligations is as follows: | |||||||||
As of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Capital Leases—Buildings | |||||||||
Gross asset balance | $ | 2,225 | $ | 2,796 | |||||
Accumulated depreciation | (742 | ) | (703 | ) | |||||
Net | $ | 1,483 | $ | 2,093 | |||||
Capital Leases—Equipment | |||||||||
Gross asset balance | 842 | 857 | |||||||
Accumulated depreciation | (657 | ) | (420 | ) | |||||
Net | $ | 185 | $ | 437 | |||||
Financing Leases | |||||||||
Gross asset balance | 104,355 | 71,034 | |||||||
Accumulated depreciation | (6,204 | ) | (3,674 | ) | |||||
Net | $ | 98,151 | $ | 67,360 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Activity and Balances in Intangible Assets | ' | ||||||||||||||||
A summary of the activity and balances in intangible assets is as follows: | |||||||||||||||||
Balance at | Additions | Other(a) | Balance at | ||||||||||||||
January 1, | December 30, | ||||||||||||||||
2012 | 2012 | ||||||||||||||||
Gross Intangible Assets | |||||||||||||||||
Indefinite-lived trade names | $ | 182,937 | $ | — | $ | — | $ | 182,937 | |||||||||
Indefinite-lived liquor licenses | 971 | 1,070 | (5 | ) | 2,036 | ||||||||||||
Finite-lived trade names | — | 1,800 | — | 1,800 | |||||||||||||
Finite-lived leasehold interests | 8,028 | 4,546 | — | 12,574 | |||||||||||||
Total intangible assets | $ | 191,936 | $ | 7,416 | $ | (5 | ) | $ | 199,347 | ||||||||
Accumulated Amortization | |||||||||||||||||
Finite-lived trade names | $ | — | $ | (105 | ) | $ | — | $ | (105 | ) | |||||||
Finite-lived leasehold interests | (1,513 | ) | (957 | ) | — | (2,470 | ) | ||||||||||
Total accumulated amortization | $ | (1,513 | ) | $ | (1,062 | ) | $ | — | $ | (2,575 | ) | ||||||
Balance at | Additions | Other(a) | Balance at | ||||||||||||||
December 30, | December 29, | ||||||||||||||||
2012 | 2013 | ||||||||||||||||
Gross Intangible Assets | |||||||||||||||||
Indefinite-lived trade names | $ | 182,937 | $ | — | $ | — | $ | 182,937 | |||||||||
Indefinite-lived liquor licenses | 2,036 | — | (13 | ) | 2,023 | ||||||||||||
Finite-lived trade names | 1,800 | — | — | 1,800 | |||||||||||||
Finite-lived leasehold interests | 12,574 | — | — | 12,574 | |||||||||||||
Total intangible assets | $ | 199,347 | $ | — | $ | (13 | ) | $ | 199,334 | ||||||||
Accumulated Amortization | |||||||||||||||||
Finite-lived trade names | $ | (105 | ) | $ | (180 | ) | $ | — | $ | (285 | ) | ||||||
Finite-lived leasehold interests | (2,470 | ) | (1,112 | ) | — | (3,582 | ) | ||||||||||
Total accumulated amortization | $ | (2,575 | ) | $ | (1,292 | ) | $ | — | $ | (3,867 | ) | ||||||
a) | The Company sold one liquor license obtained in the Sunflower Transaction in 2013 and two licenses in 2012. | ||||||||||||||||
Summary of Estimated Future Amortization Associated with Net Carrying Amount of Finite-Lived Intangible Assets | ' | ||||||||||||||||
Future amortization associated with the net carrying amount of finite-lived intangible assets is estimated to be as follows: | |||||||||||||||||
2014 | $ | 1,292 | |||||||||||||||
2015 | 1,292 | ||||||||||||||||
2016 | 1,044 | ||||||||||||||||
2017 | 967 | ||||||||||||||||
2018 | 967 | ||||||||||||||||
Thereafter | 4,945 | ||||||||||||||||
Total amortization | $ | 10,507 | |||||||||||||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||
Summary of Activity and Balances in Goodwill | ' | ||||
A summary of the activity and balances in goodwill is as follows: | |||||
Balance at January 1, 2012 | $ | 199,399 | |||
Adjustments to prior year allocation | (969 | ) | |||
Additions from acquisitions | 169,648 | ||||
Balance at December 30, 2012 | 368,078 | ||||
Balance at December 29, 2013 | $ | 368,078 | |||
Other_Assets_Tables
Other Assets (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ||||||||
Summary of Other Assets | ' | ||||||||
A summary of other assets is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Insurance deposits | $ | 9,850 | $ | 5,350 | |||||
Other | 3,285 | 4,171 | |||||||
Total | $ | 13,135 | $ | 9,521 | |||||
Accrued_Salaries_and_Benefits_
Accrued Salaries and Benefits (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Summary of Accrued Salaries and Benefits | ' | ||||||||
A summary of accrued salaries and benefits is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Bonuses | $ | 8,393 | $ | 6,253 | |||||
Accrued payroll | 6,904 | 5,626 | |||||||
Vacation | 6,634 | 6,747 | |||||||
Severance | 65 | 2,528 | |||||||
Other | 291 | 243 | |||||||
Total | $ | 22,287 | $ | 21,397 | |||||
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Summary of Other Accrued Liabilities | ' | ||||||||
A summary of other accrued liabilities is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Gift cards | $ | 7,629 | $ | 5,423 | |||||
Sales and use tax liabilities | 5,723 | 4,852 | |||||||
Workers’ compensation / general liability reserves | 5,575 | 3,093 | |||||||
Medical insurance claim reserves | 4,167 | 2,738 | |||||||
Accrued occupancy related (CAM, property taxes, etc.) | 2,646 | 2,456 | |||||||
Unamortized lease incentives | 1,660 | 1,308 | |||||||
Closed store reserves | 1,413 | 1,349 | |||||||
Interest | 1,321 | 4,690 | |||||||
Other | 2,824 | 1,652 | |||||||
Total | $ | 32,958 | $ | 27,561 | |||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Long-Term Debt | ' | ||||||||||||||||
A summary of long-term debt is as follows: | |||||||||||||||||
As Of | |||||||||||||||||
Facility | Maturity | Interest Rate | December 29, | December 30, | |||||||||||||
2013 | 2012 | ||||||||||||||||
Senior Secured | |||||||||||||||||
$700.0 million Term Loan, net of original issue discount | Apr-20 | Variable | $ | 311,240 | $ | — | |||||||||||
$60.0 million Revolving Credit Facility | April 2018 | Variable | — | — | |||||||||||||
$410.0 million Term Loan, net of original issue discount | Apr-18 | Variable | — | 391,544 | |||||||||||||
$50.0 million Revolving Credit Facility | April 2016 | Variable | — | — | |||||||||||||
Senior Subordinated Notes | |||||||||||||||||
$35.0 million Senior Subordinated Promissory Notes | July 2019 | 10%-14% | — | 35,000 | |||||||||||||
Total Debt | 311,240 | 426,544 | |||||||||||||||
Less current portion | (5,822 | ) | (1,788 | ) | |||||||||||||
Long-term debt, net of current portion | $ | 305,418 | $ | 424,756 | |||||||||||||
Aggregate Annual Maturities on Long-Term Debt | ' | ||||||||||||||||
Aggregate annual maturities on long-term debt as of December 29, 2013 for each of the years are as follows: | |||||||||||||||||
2014 | $ | 7,000 | |||||||||||||||
2015 | 8,750 | ||||||||||||||||
2016 | 7,000 | ||||||||||||||||
2017 | 7,000 | ||||||||||||||||
2018 | 5,250 | ||||||||||||||||
Thereafter | 283,250 | ||||||||||||||||
Gross principal | 318,250 | ||||||||||||||||
Less: discount | (7,010 | ) | |||||||||||||||
Total debt at December 29, 2013 | $ | 311,240 | |||||||||||||||
Other_LongTerm_Liabilities_Tab
Other Long-Term Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||
Summary of Other Long-Term Liabilities | ' | ||||||||
A summary of other long-term liabilities is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Unamortized lease incentives | $ | 18,248 | $ | 12,498 | |||||
Workers’ compensation / general liability reserves | 13,219 | 9,476 | |||||||
Unfavorable lease liability | 12,884 | 14,159 | |||||||
Deferred rent | 10,762 | 8,038 | |||||||
Closed store reserves | 3,300 | 3,864 | |||||||
ARO liability | 2,575 | 2,362 | |||||||
Other | 429 | 222 | |||||||
Total | $ | 61,417 | $ | 50,619 | |||||
Defined_Contribution_Plan_Tabl
Defined Contribution Plan (Tables) | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Postemployment Benefits [Abstract] | ' | ||||
Total Expense Recorded for Matching under Defined Contribution Plans | ' | ||||
Total expense recorded for the matching under all defined contribution plans: | |||||
Year Ended | |||||
December 29, | December 30, | January 1, | |||
2013 | 2012 | 2012 | |||
$1,583 | $1,128 | $723 |
Closed_Store_Reserves_Tables
Closed Store Reserves (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Restructuring And Related Activities [Abstract] | ' | ||||||||
Summary of Closed Store Reserve Activity | ' | ||||||||
A summary of closed store reserve activity is as follows: | |||||||||
As Of | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 5,243 | $ | 5,427 | |||||
Additions | 363 | 4,343 | |||||||
Usage | (1,728 | ) | (1,645 | ) | |||||
Adjustments | 835 | (2,882 | ) | ||||||
Ending balance | $ | 4,713 | $ | 5,243 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of Income Tax (Provision) Benefit | ' | ||||||||||||
Income tax (provision) benefit consists of the following: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
U.S. Federal—current | $ | (15,684 | ) | $ | (309 | ) | $ | (1,433 | ) | ||||
U.S. Federal—deferred | (12,203 | ) | (12,687 | ) | 17,496 | ||||||||
U.S. Federal—total | (27,887 | ) | (12,996 | ) | 16,063 | ||||||||
State—current | (3,299 | ) | (1,105 | ) | (588 | ) | |||||||
State—deferred | (1,555 | ) | (1,166 | ) | 2,256 | ||||||||
State—total | (4,854 | ) | (2,271 | ) | 1,668 | ||||||||
Total (provision) benefit | $ | (32,741 | ) | $ | (15,267 | ) | $ | 17,731 | |||||
Tax Rate Reconciliation | ' | ||||||||||||
Income tax (provision) benefit differed from the amounts computed by applying the U.S. federal income tax rate to pretax income as a result of the following: | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||||
Increase in income taxes resulting from: | |||||||||||||
State income taxes, net of federal benefit | 5.18 | 5.17 | 4.03 | ||||||||||
Nondeductible transaction costs | — | 3.38 | — | ||||||||||
Other, net | (1.23 | ) | 0.36 | 0.22 | |||||||||
Effective tax rate | 38.95 | % | 43.91 | % | 39.25 | % | |||||||
Components of Deferred Tax Assets and Deferred Tax Liabilities | ' | ||||||||||||
Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets | |||||||||||||
Employee benefits | $ | 14,677 | $ | 13,731 | |||||||||
Net operating loss carryforwards and tax credits | 13,263 | 10,945 | |||||||||||
Lease related | 63,512 | 54,798 | |||||||||||
Other accrued liabilities | 6,714 | 5,048 | |||||||||||
Intangible assets | 6,496 | 17,917 | |||||||||||
Charitable contribution carryforward | 2,204 | — | |||||||||||
Inventories and other | 538 | 1,401 | |||||||||||
Total gross deferred tax assets | 107,404 | 103,840 | |||||||||||
Deferred tax liabilities | |||||||||||||
Depreciation and amortization | (73,991 | ) | (56,670 | ) | |||||||||
Total gross deferred tax liabilities | (73,991 | ) | (56,670 | ) | |||||||||
Net deferred tax asset | $ | 33,413 | $ | 47,170 | |||||||||
Reconciliation of Unrecognized Tax Benefits | ' | ||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: | |||||||||||||
As Of | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Beginning balance | $ | 150 | $ | — | $ | 307 | |||||||
Additions based on tax positions related to the current year | 260 | 150 | — | ||||||||||
Reductions for tax positions of prior years | — | — | (307 | ) | |||||||||
Net deferred tax asset (liability) | $ | 410 | $ | 150 | $ | — | |||||||
RelatedParty_Transactions_Tabl
Related-Party Transactions (Tables) | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Related Party Transactions [Abstract] | ' | ||||
Summary of Net Transactions in Equity Account Activity | ' | ||||
A summary of the activity in the “Net transactions with S&F” in the equity account is as follows: | |||||
Year Ended | |||||
January 1, | |||||
2012 | |||||
Transactions with related parties | $ | (54,057 | ) | ||
Centralized cash management | 40,111 | ||||
Income taxes | 1,214 | ||||
Total | $ | (12,732 | ) | ||
Summary of Related Party Transactions | ' | ||||
A summary of the related party transactions between Henry’s and S&F and its subsidiaries included in the table above is as follows: | |||||
As of | |||||
January 1, | |||||
2012 | |||||
Cost of product shipped to affiliate | $ | (62,683 | ) | ||
Distribution costs associated with product shipped to affiliate | (4,266 | ) | |||
Cost of product received from affiliate | 1,893 | ||||
Distribution costs associated with product received from affiliate | 10,999 | ||||
Total | $ | (54,057 | ) | ||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||
Schedule of Future Minimum Lease Obligations for Operating Leases | ' | ||||||||
Future minimum lease obligations for operating leases with initial terms in excess of one year at December 29, 2013 are as follows: | |||||||||
2014 | $ | 72,926 | |||||||
2015 | 82,405 | ||||||||
2016 | 84,438 | ||||||||
2017 | 82,643 | ||||||||
2018 | 80,696 | ||||||||
Thereafter | 512,390 | ||||||||
Total payments | $ | 915,498 | |||||||
Schedule of Future Minimum Lease Payments Required by All Capital and Financing Leases | ' | ||||||||
As of December 29, 2013, future minimum lease payments required by all capital and financing leases during the initial lease term are as follows: | |||||||||
Fiscal Year | Capital | Financing | |||||||
Leases | Leases | ||||||||
2014 | $ | 540 | $ | 12,700 | |||||
2015 | 538 | 13,440 | |||||||
2016 | 538 | 13,599 | |||||||
2017 | 538 | 13,411 | |||||||
2018 | 538 | 13,552 | |||||||
Thereafter | 954 | 78,979 | |||||||
Total | 3,646 | 145,681 | |||||||
Plus balloon payment (financing leases) | — | 68,053 | |||||||
Less amount representing interest | (978 | ) | (96,830 | ) | |||||
Net present value of capital and financing lease obligations | 2,668 | 116,904 | |||||||
Less current portion | (315 | ) | (3,080 | ) | |||||
Total long-term | $ | 2,353 | $ | 113,824 | |||||
Net_Income_Loss_per_Share_Tabl
Net Income (Loss) per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Loss) Per Share | ' | ||||||||||||
A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share calculations is as follows (in thousands, except per share amounts): | |||||||||||||
Year Ended | |||||||||||||
December 29, | December 30, | January 1, | |||||||||||
2013 | 2012 | 2012 | |||||||||||
Basic net income per share: | |||||||||||||
Net income (loss) | $ | 51,326 | $ | 19,500 | $ | (27,445 | ) | ||||||
Weighted average shares outstanding | 134,622 | 119,427 | 96,954 | ||||||||||
Basic net income (loss) per share | $ | 0.38 | $ | 0.16 | $ | (0.28 | ) | ||||||
Diluted net income per share: | |||||||||||||
Net income (loss) | $ | 51,326 | $ | 19,500 | $ | (27,445 | ) | ||||||
Weighted average shares outstanding | 134,622 | 119,427 | 96,954 | ||||||||||
Effect of dilutive options: | |||||||||||||
Assumed exercise of options to purchase shares | 5,143 | 2,354 | — | ||||||||||
Weighted average shares and equivalent shares outstanding | 139,765 | 121,781 | 96,954 | ||||||||||
Diluted net income (loss) per share | $ | 0.37 | $ | 0.16 | $ | (0.28 | ) | ||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Estimated Fair Values of Options Granted | ' | ||||||||||||||||
The estimated fair values of options granted during 2013, 2012 and 2011 range from $1.07 to $5.92, and were calculated using the following assumptions: | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||
Expected volatility | 31.03% to 37.38% | 32.36% to 38.59% | 38.58% to 41.18% | ||||||||||||||
Risk free interest rate | 0.56% to 1.36% | 0.40% to 0.77% | 0.57% to 1.88% | ||||||||||||||
Expected term, in years | 4.00 to 5.00 | 3.75 to 5.00 | 3.63 to 4.83 | ||||||||||||||
Summary of Grant Date Weighted Average Fair Value of Options Granted and Options Forfeited | ' | ||||||||||||||||
The following table summarizes grant date weighted average fair value of options granted and options forfeited: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 29, | December 30, | January 1, | |||||||||||||||
2013 | 2012 | 2012 | |||||||||||||||
Grant date weighted average fair value of options granted | $ | 4.27 | $ | 1.99 | $ | 1.12 | |||||||||||
Grant date weighted average fair value of options forfeited | $ | 1.85 | $ | 1.17 | $ | — | |||||||||||
Summary of Option Activity | ' | ||||||||||||||||
The following table summarizes option activity: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 2, 2011 | — | $ | — | ||||||||||||||
Granted | 10,140,240 | 3.33 | |||||||||||||||
Forfeited | (558,228 | ) | 3.33 | ||||||||||||||
Outstanding at January 1, 2012 | 9,582,012 | 3.33 | |||||||||||||||
Exercisable—January 1, 2012 | 2,400,486 | 3.33 | 6.35 | $ | 6,455 | ||||||||||||
Vested/Expected to vest—January 1, 2012 | 9,582,012 | 3.33 | 6.35 | $ | 25,767 | ||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 1, 2012 | 9,582,012 | $ | 3.33 | ||||||||||||||
Granted | 2,609,200 | 6.32 | |||||||||||||||
Forfeited | (398,222 | ) | 3.97 | ||||||||||||||
Exercised | (220,000 | ) | 3.33 | $ | 592 | ||||||||||||
Outstanding at December 30, 2012 | 11,572,990 | 3.99 | 5.65 | $ | 59,688 | ||||||||||||
Exercisable—December 30, 2012 | 5,743,320 | 3.61 | 5.45 | $ | 31,849 | ||||||||||||
Vested/Expected to vest—December 30, 2012 | 11,533,489 | 3.98 | 5.65 | $ | 59,639 | ||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at December 30, 2012 | 11,572,990 | $ | 3.99 | ||||||||||||||
Granted | 616,112 | 14.24 | |||||||||||||||
Forfeited | (141,441 | ) | 5.24 | ||||||||||||||
Exercised | (1,194,999 | ) | 3.2 | $ | 38,628 | ||||||||||||
Outstanding at December 29, 2013 | 10,852,662 | 3.56 | 4.82 | $ | 375,866 | ||||||||||||
Exercisable—December 29, 2013 | 8,120,756 | 3.16 | 4.65 | $ | 284,476 | ||||||||||||
Vested/Expected to vest—December 29, 2013 | 10,754,773 | 3.52 | 4.81 | $ | 372,822 | ||||||||||||
Summary of Equity-Based Compensation Expense | ' | ||||||||||||||||
Equity-based compensation expense was as follows: | |||||||||||||||||
Year Ended | |||||||||||||||||
December 29, | December 30, | January 1, | |||||||||||||||
2013 | 2012 | 2012 | |||||||||||||||
Cost of sales, buying and occupancy | $ | 672 | $ | 502 | $ | 269 | |||||||||||
Direct store expenses | 104 | 127 | 134 | ||||||||||||||
Selling, general and administrative expenses | 5,004 | 4,024 | 3,371 | ||||||||||||||
Total equity-based compensation expense | $ | 5,780 | $ | 4,653 | $ | 3,774 | |||||||||||
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
Aug. 06, 2013 | Dec. 29, 2013 | 31-May-12 | Dec. 29, 2013 | Dec. 29, 2013 | Jan. 01, 2012 | Apr. 18, 2011 | Dec. 29, 2013 | Apr. 18, 2011 | Dec. 29, 2013 | Dec. 29, 2013 | Apr. 18, 2011 | 29-May-12 | Dec. 29, 2013 | 31-May-12 | |
Store | Store | Sprouts Farmers Markets, LLC [Member] | S&F [Member] | Affiliate of Apollo [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | ||
Sprouts Farmers Markets, LLC [Member] | California [Member] | Texas [Member] | Affiliate of Apollo [Member] | Store | |||||||||||
Store | Store | ||||||||||||||
Organization And Description Of Business [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating stores | ' | 167 | 143 | ' | ' | ' | ' | ' | ' | 35 | 8 | ' | ' | ' | 37 |
Membership interests paid | ' | ' | ' | ' | $274,600,000 | ' | $274,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 45,650,000 | ' | ' | 64,350,000 | 14,898,136 | ' | ' |
Equity interest ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | 41.50% | ' | ' | 58.50% | ' | ' | 100.00% |
Equity contribution | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | 214,000,000 | ' | ' | ' |
Acquisition date | ' | ' | ' | ' | ' | ' | ' | 18-Apr-11 | ' | ' | ' | ' | ' | 29-May-12 | ' |
Conversion of options to purchase shares common stock | ' | ' | ' | 'The conversion of units and options to purchase units was on an 11 for 1 basis. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of options to purchase shares common stock, ratio | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total shares of common stock offered in initial public offering | 21,275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold by company | 20,477,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold by stockholders | 797,785 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued and sold price per share | $18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of stock | $344,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Apr. 18, 2011 | Dec. 29, 2013 |
Segment | ||
Accounting Policies [Abstract] | ' | ' |
Net contribution through equity | $14.10 | ' |
Number of reportable segment | ' | 1 |
Number of operating segment | ' | 1 |
Basis_of_Presentation_Summary_
Basis of Presentation - Summary of Sales by as Perishable and Non-Perishable (Detail) (Sales Revenue, Goods, Net [Member], Product Concentration Risk [Member]) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Perishables [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Percentage of perishable and non-perishable sales mix | 50.10% | 49.10% | 49.20% |
Non-Perishables [Member] | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' |
Percentage of perishable and non-perishable sales mix | 49.90% | 50.90% | 50.80% |
Significant_Accounting_Policie3
Significant Accounting Policies - Amounts Due from Banks (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Cash And Cash Equivalents [Abstract] | ' | ' |
Due from banks for debit and credit card transactions | $20,463 | $18,092 |
Significant_Accounting_Policie4
Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Apr. 18, 2011 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | 31-May-12 | 29-May-12 | 29-May-12 | |
Store | Store | Inventory Valuation Reserve [Member] | Inventory Valuation Reserve [Member] | Cost of Goods, Total [Member] | Cost of Goods, Total [Member] | Trade names [Member] | Partial repayment of debt [Member] | Pay down of debt in IPO [Member] | Refinancing of debt [Member] | Renewal of financing lease [Member] | Henry's Holdings LLC [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | |||
Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | $700.0 million Term Loan [Member] | $700.0 million Term Loan [Member] | $410.0 million Former Term Loan [Member] | Trade names [Member] | Trade names [Member] | |||||||||||
Summary Of Significant Accounting Policy [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowances or reserves for inventories | ' | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment, goodwill | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment, intangible asset | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' |
Intangible assets estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | '9 years 6 months | ' | ' | ' | ' | ' | ' | ' | '10 years |
Impairment, long lived assets | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing lease obligations for store building leases | 38 | 31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases expressed as cost of sales, percentage | ' | ' | ' | ' | ' | ' | 23.00% | 17.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | -18,721,000 | -992,000 | ' | ' | ' | ' | ' | ' | ' | -1,000,000 | -9,000,000 | -8,200,000 | -500,000 | ' | ' | ' | ' |
Percentage of income tax to be realized | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax asset | $33,413,000 | $47,170,000 | ' | $47,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,900,000 | ' |
Equity interest ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Significant_Accounting_Policie5
Significant Accounting Policies - Estimated Useful Lives of Asset Classes (Detail) | 12 Months Ended |
Dec. 29, 2013 | |
Software and used equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '3 years |
Computer hardware [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '5 years |
Furniture, fixtures and equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '7 years |
Buildings [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '40 years |
Maximum [Member] | Leasehold improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '15 years |
Significant_Accounting_Policie6
Significant Accounting Policies - Reconciliation of Asset Retirement Obligations Liability (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Asset Retirement Obligation Disclosure [Abstract] | ' | ' |
Beginning balance | $2,362 | $1,236 |
Additions for new facilities | 54 | 132 |
ARO liability from business combination | ' | 784 |
Accretion expense | 322 | 237 |
Adjustments | -163 | -27 |
Ending balance | $2,575 | $2,362 |
Significant_Accounting_Policie7
Significant Accounting Policies - Acquisition-Related Costs (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 30, 2012 | Jan. 01, 2012 |
Business Combinations [Abstract] | ' | ' |
Acquisition-related costs | $3,229 | $5,900 |
Significant_Accounting_Policie8
Significant Accounting Policies - Schedule of Advertising Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Selling General And Administrative Expense [Abstract] | ' | ' | ' |
Advertising expense | $34,075 | $29,238 | $22,344 |
Vendor rebates | -12,530 | -9,905 | -5,745 |
Advertising expense, net of rebates | $21,545 | $19,333 | $16,599 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Jan. 01, 2012 | Dec. 29, 2013 | Apr. 18, 2011 | Dec. 29, 2013 | Jan. 01, 2012 | Apr. 18, 2011 | Apr. 18, 2011 | 29-May-12 | Dec. 29, 2013 | Dec. 30, 2012 | 31-May-12 | 29-May-12 | |
Affiliate of Apollo [Member] | Trade names [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | ||||
Sprouts Farmers Markets, LLC [Member] | Affiliate of Apollo [Member] | Trade names [Member] | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | ' | ' | ' | 18-Apr-11 | ' | ' | ' | ' | 29-May-12 | ' | ' | ' |
Membership interests paid | ' | ' | ' | ' | ' | $274,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 45,650,000 | 64,350,000 | 14,898,136 | ' | ' | ' | ' |
Equity interest ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | 41.50% | 58.50% | ' | ' | ' | 100.00% | ' |
Cash distribution to the Liquidating Trust | ' | ' | ' | ' | ' | 199,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity contribution | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | 214,000,000 | ' | ' | ' | ' | ' |
Fair value of shares issued | ' | ' | ' | ' | ' | $3.33 | ' | ' | ' | ' | $6.01 | ' | ' | ' | ' |
Net sales | 2,437,911,000 | 1,794,823,000 | 1,105,879,000 | ' | ' | ' | ' | 556,000,000 | ' | ' | ' | ' | 297,800,000 | ' | ' |
Net income (loss) | $51,326,000 | $19,500,000 | ($27,445,000) | ' | ' | ' | ' | $44,500,000 | ' | ' | ' | ' | $8,600,000 | ' | ' |
Weighted average useful life | ' | ' | ' | ' | '9 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years |
Business_Combinations_Consider
Business Combinations - Consideration Transferred (Detail) (USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | 29-May-12 | Apr. 18, 2011 |
Sunflower Farmers Markets, Inc. [Member] | Henry's Holdings LLC [Member] | |
Business Acquisition [Line Items] | ' | ' |
Cash paid to Liquidating Trust | $108,517 | $199,146 |
Fair value of Company's shares issued | 89,605 | 146,137 |
Cash paid to extinguish debt (net of cash acquired) | 21,358 | 32,085 |
Cash paid to redeem Sprouts Arizona preferred membership units | ' | 1,680 |
Total purchase price | $219,480 | $379,048 |
Business_Combinations_Allocati
Business Combinations - Allocation of Purchase Price (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Apr. 18, 2011 | 29-May-12 |
In Thousands, unless otherwise specified | Henry's Holdings LLC [Member] | Sunflower Farmers Markets, Inc. [Member] | |||
Net assets acquired: | ' | ' | ' | ' | ' |
Inventory | ' | ' | ' | $35,105 | $33,321 |
Deferred tax asset | ' | ' | ' | ' | 2,308 |
Other current assets | ' | ' | ' | 4,092 | 3,859 |
Property and equipment | ' | ' | ' | 130,219 | 67,347 |
Intangible assets | ' | ' | ' | 188,613 | 7,416 |
Other assets | ' | ' | ' | 1,412 | 1,246 |
Liabilities assumed: | ' | ' | ' | ' | ' |
Current liabilities | ' | ' | ' | -36,519 | -36,534 |
Capital lease obligations | ' | ' | ' | -3,990 | ' |
Financing lease obligations | ' | ' | ' | -63,162 | -22,616 |
Other long-term liabilities | ' | ' | ' | -13,570 | -6,103 |
Deferred tax liability | ' | ' | ' | -7,756 | -412 |
Goodwill | 368,078 | 368,078 | 199,399 | 144,604 | 169,648 |
Total purchase price | ' | ' | ' | $379,048 | $219,480 |
Business_Combinations_Identifi
Business Combinations - Identifiable Intangible Assets Acquired (Detail) (USD $) | Apr. 18, 2011 | Apr. 18, 2011 | Apr. 18, 2011 | Apr. 18, 2011 | 29-May-12 | 29-May-12 | 29-May-12 | 29-May-12 |
In Thousands, unless otherwise specified | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] |
Trade names [Member] | Liquor licenses [Member] | Leasehold interests [Member] | Liquor licenses [Member] | Leasehold interests [Member] | Trade names [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Identifiable intangible assets (indefinite-lived) | ' | $182,937 | $247 | ' | ' | $1,070 | ' | ' |
Identifiable intangible assets | ' | ' | ' | 5,429 | ' | ' | 4,546 | 1,800 |
Total intangible assets | $188,613 | ' | ' | ' | $7,416 | ' | ' | ' |
Business_Combinations_Identifi1
Business Combinations - Identifiable Intangible Assets Acquired (Parenthetical) (Detail) | 12 Months Ended | 0 Months Ended | |||
Dec. 29, 2013 | Dec. 29, 2013 | Apr. 18, 2011 | 29-May-12 | 29-May-12 | |
Leasehold interests [Member] | Trade names [Member] | Henry's Holdings LLC [Member] | Sunflower Farmers Markets, Inc. [Member] | Sunflower Farmers Markets, Inc. [Member] | |
Leasehold interests [Member] | Leasehold interests [Member] | Trade names [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Weighted average useful life | '12 years 3 months 18 days | '9 years 6 months | '13 years 6 months | '12 years 3 months 18 days | '10 years |
Business_Combinations_Schedule
Business Combinations - Schedule of Business Acquisition, Pro Forma Information, Nonrecurring Adjustments (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 30, 2012 | Jan. 01, 2012 |
Business Combinations [Abstract] | ' | ' |
Net sales | $1,990,963 | $1,722,655 |
Net income (loss) | $20,672 | ($54,112) |
Accounts_Receivable_Summary_of
Accounts Receivable - Summary of Accounts Receivable (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | $9,524 | $8,415 |
Vendor [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | 5,183 | 5,602 |
Medical Insurance Receivable [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | 1,089 | 1,287 |
Other [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | $3,252 | $1,526 |
Accounts_Receivable_Additional
Accounts Receivable - Additional Information (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Millions, unless otherwise specified | ||
Receivables [Abstract] | ' | ' |
Allowance for receivables | $0.30 | $0.30 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ' |
Prepaid expenses | $6,209 | $2,460 |
Other current assets | 1,840 | 2,061 |
Total | $8,049 | $4,521 |
Property_and_Equipment_Summary
Property and Equipment - Summary of Property and Equipment, Net (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment Net [Abstract] | ' | ' |
Buildings | $106,580 | $73,830 |
Furniture, fixtures and equipment | 188,074 | 146,206 |
Leasehold improvements | 167,530 | 145,291 |
Construction in progress | 14,060 | 21,873 |
Total property and equipment | 476,244 | 387,200 |
Accumulated depreciation and amortization | -127,414 | -84,034 |
Property and equipment, net | $348,830 | $303,166 |
Property_and_Equipment_Summary1
Property and Equipment - Summary of Leased Property and Equipment under Capital and Financing Lease Obligations (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Capital Leases-Buildings [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross asset balance | $2,225 | $2,796 |
Accumulated depreciation | -742 | -703 |
Net | 1,483 | 2,093 |
Capital Leases-Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross asset balance | 842 | 857 |
Accumulated depreciation | -657 | -420 |
Net | 185 | 437 |
Financing leases [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross asset balance | 104,355 | 71,034 |
Accumulated depreciation | -6,204 | -3,674 |
Net | $98,151 | $67,360 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Property Plant And Equipment Net [Abstract] | ' | ' | ' |
Depreciation expense | $47.20 | $34.70 | $22.30 |
Intangible_Assets_Summary_of_A
Intangible Assets - Summary of Activity and Balances in Intangible Assets (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Intangible Assets [Line Items] | ' | ' | ' |
Gross Intangible Assets, Beginning Balance | $199,347 | $191,936 | ' |
Gross Intangible Assets, Additions | ' | 7,416 | ' |
Gross Intangible Assets, Other | -13 | -5 | ' |
Gross Intangible Assets, Ending Balance | 199,334 | 199,347 | 191,936 |
Accumulated Amortization, Beginning Balance | -2,575 | -1,513 | ' |
Accumulated Amortization, Additions | -1,292 | -1,062 | -32,202 |
Accumulated Amortization, Ending Balance | -3,867 | -2,575 | -1,513 |
Trade names [Member] | ' | ' | ' |
Intangible Assets [Line Items] | ' | ' | ' |
Indefinite-lived Gross Intangible Assets, Ending Balance | 182,937 | 182,937 | 182,937 |
Liquor licenses [Member] | ' | ' | ' |
Intangible Assets [Line Items] | ' | ' | ' |
Indefinite-lived Gross Intangible Assets, Beginning Balance | 2,036 | 971 | ' |
Indefinite-lived Gross Intangible Assets, Additions | ' | 1,070 | ' |
Indefinite-lived Gross Intangible Assets, Other | -13 | -5 | ' |
Indefinite-lived Gross Intangible Assets, Ending Balance | 2,023 | 2,036 | ' |
Trade names [Member] | ' | ' | ' |
Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived Gross Intangible Assets, Beginning Balance | 1,800 | ' | ' |
Finite-lived Gross Intangible Assets, Additions | ' | 1,800 | ' |
Finite-lived Gross Intangible Assets, Other | ' | ' | ' |
Finite-lived Gross Intangible Assets, Ending Balance | 1,800 | 1,800 | ' |
Accumulated Amortization, Beginning Balance | -105 | ' | ' |
Accumulated Amortization, Additions | -180 | -105 | ' |
Accumulated Amortization, Ending Balance | -285 | -105 | ' |
Leasehold interests [Member] | ' | ' | ' |
Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived Gross Intangible Assets, Beginning Balance | 12,574 | 8,028 | ' |
Finite-lived Gross Intangible Assets, Additions | ' | 4,546 | ' |
Finite-lived Gross Intangible Assets, Other | ' | ' | ' |
Finite-lived Gross Intangible Assets, Ending Balance | 12,574 | 12,574 | ' |
Accumulated Amortization, Beginning Balance | -2,470 | -1,513 | ' |
Accumulated Amortization, Additions | -1,112 | -957 | ' |
Accumulated Amortization, Ending Balance | ($3,582) | ($2,470) | ' |
Intangible_Assets_Summary_of_A1
Intangible Assets - Summary of Activity and Balances in Intangible Assets (Parenthetical) (Detail) | Dec. 29, 2013 | Dec. 30, 2012 |
License | License | |
Intangible Assets Gross Excluding Goodwill [Abstract] | ' | ' |
Number of licenses sold | 1 | 2 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Apr. 18, 2011 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Leasehold interests [Member] | Leasehold interests [Member] | Leasehold interests [Member] | Trade names [Member] | Trade names [Member] | Trade names [Member] | ||||
Henry's Holdings LLC [Member] | Henry's Holdings LLC [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | $1,300,000 | $1,100,000 | $32,700,000 | ' | ' | ' | ' | ' | ' |
Amortization of Henry's trade name and capitalized software | 1,292,000 | 1,062,000 | 32,202,000 | 1,112,000 | 957,000 | ' | 180,000 | 105,000 | ' |
Net book value of intangible assets | $10,507,000 | ' | ' | ' | ' | ' | ' | ' | $0 |
Weighted-average amortization period of intangible assets | ' | ' | ' | '12 years 3 months 18 days | ' | '13 years 6 months | '9 years 6 months | ' | ' |
Intangible_Assets_Summary_of_E
Intangible Assets - Summary of Estimated Future Amortization Associated with Net Carrying Amount of Finite-Lived Intangible Assets (Detail) (USD $) | Dec. 29, 2013 |
In Thousands, unless otherwise specified | |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ' |
2014 | $1,292 |
2015 | 1,292 |
2016 | 1,044 |
2017 | 967 |
2018 | 967 |
Thereafter | 4,945 |
Total amortization | $10,507 |
Goodwill_Summary_of_Activity_a
Goodwill - Summary of Activity and Balances in Goodwill (Detail) (USD $) | 12 Months Ended | |
Dec. 29, 2013 | Dec. 30, 2012 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning balance | $368,078,000 | $199,399,000 |
Adjustments to prior year allocation | 0 | -969,000 |
Additions from acquisitions | ' | 169,648,000 |
Ending balance | $368,078,000 | $368,078,000 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Accumulated goodwill impairment losses | $0 | $0 | $0 |
Adjustments to goodwill | $0 | ($969,000) | ' |
Other_Assets_Summary_of_Other_
Other Assets - Summary of Other Assets (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ' |
Insurance deposits | $9,850 | $5,350 |
Other | 3,285 | 4,171 |
Total | $13,135 | $9,521 |
Accrued_Salaries_and_Benefits_1
Accrued Salaries and Benefits - Summary of Accrued Salaries and Benefits (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Bonuses | $8,393 | $6,253 |
Accrued payroll | 6,904 | 5,626 |
Vacation | 6,634 | 6,747 |
Severance | 65 | 2,528 |
Other | 291 | 243 |
Total | $22,287 | $21,397 |
Other_Accrued_Liabilities_Summ
Other Accrued Liabilities - Summary of Other Accrued Liabilities (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Gift cards | $7,629 | $5,423 |
Sales and use tax liabilities | 5,723 | 4,852 |
Workers' compensation / general liability reserves | 5,575 | 3,093 |
Medical insurance claim reserves | 4,167 | 2,738 |
Accrued occupancy related (CAM, property taxes, etc.) | 2,646 | 2,456 |
Unamortized lease incentives | 1,660 | 1,308 |
Closed store reserves | 1,413 | 1,349 |
Interest | 1,321 | 4,690 |
Other | 2,824 | 1,652 |
Total | $32,958 | $27,561 |
LongTerm_Debt_Summary_of_LongT
Long-Term Debt - Summary of Long-Term Debt (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Debt Instrument [Line Items] | ' | ' |
Total Debt | $311,240 | $426,544 |
Less current portion | -5,822 | -1,788 |
Long-term debt, net of current portion | 305,418 | 424,756 |
Senior Secured [Member] | $700.0 million Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total Debt | 311,240 | ' |
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 $) | Dec. 29, 2013 |
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 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 24, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Apr. 23, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 27, 2013 | Aug. 06, 2013 | Dec. 29, 2013 | Apr. 23, 2013 | Dec. 29, 2013 | Apr. 23, 2013 | Dec. 29, 2013 | Apr. 23, 2013 | Apr. 18, 2011 | Dec. 29, 2013 | Apr. 30, 2012 | Apr. 30, 2011 | Apr. 23, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | 31-May-13 | 30-May-12 | Dec. 29, 2013 | |
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] | |||||
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] | $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] | 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] | |||||||
Swingline Loan Subfacility [Member] | Swingline Loan Subfacility [Member] | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt discount | ' | $1,200,000 | $2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncurrent portion of long-term debt discount | ' | 5,800,000 | 11,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings under credit facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 311,200,000 | 700,000,000 | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 403,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | -18,721,000 | -992,000 | ' | ' | ' | ' | ' | ' | ' | ' | -1,000,000 | -9,000,000 | ' | ' | ' | ' | ' | -8,200,000 | ' | -8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend paid to stockholders | 282,000,000 | 282,029,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilution payments made to option holders | 13,900,000 | 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 | ' | 786,850,000 | 2,575,000 | 2,325,000 | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | 340,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument issue discount | ' | 7,010,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | 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 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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) 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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 |
Letters of credit issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,400,000 | ' | ' | ' | ' |
Available amount under revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | 318,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 310,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument financing fees | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument principal repayment terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Quarterly | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lender fees charged to interest expense | ' | 37,203,000 | 35,488,000 | 19,813,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings on Senior Subordinated Notes | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' |
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. |
Payments on Senior Subordinated Notes | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' |
Interest accrued paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 | ' | ' |
LongTerm_Debt_Aggregate_Annual
Long-Term Debt - Aggregate Annual Maturities on Long-Term Debt (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $7,000 | ' |
2015 | 8,750 | ' |
2016 | 7,000 | ' |
2017 | 7,000 | ' |
2018 | 5,250 | ' |
Thereafter | 283,250 | ' |
Gross principal | 318,250 | ' |
Less: discount | -7,010 | ' |
Total debt | $311,240 | $426,544 |
Other_LongTerm_Liabilities_Sum
Other Long-Term Liabilities - Summary of Other Long-Term Liabilities (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
In Thousands, unless otherwise specified | |||
Other Liabilities Disclosure [Abstract] | ' | ' | ' |
Unamortized lease incentives | $18,248 | $12,498 | ' |
Workers' compensation / general liability reserves | 13,219 | 9,476 | ' |
Unfavorable lease liability | 12,884 | 14,159 | ' |
Deferred rent | 10,762 | 8,038 | ' |
Closed store reserves | 3,300 | 3,864 | ' |
ARO liability | 2,575 | 2,362 | 1,236 |
Other | 429 | 222 | ' |
Total | $61,417 | $50,619 | ' |
Other_LongTerm_Liabilities_Add
Other Long-Term Liabilities - Additional Information (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | 29-May-12 | Apr. 18, 2011 |
In Thousands, unless otherwise specified | Sunflower Farmers Markets, Inc. [Member] | Henry's Holdings LLC [Member] | ||
Other Long Term Liabilities [Line Items] | ' | ' | ' | ' |
Unfavorable leasehold interest | $12,884 | $14,159 | $3,900 | $12,800 |
SelfInsurance_Programs_Additio
Self-Insurance Programs - Additional Information (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
In Thousands, unless otherwise specified | ||
Insurance [Line Items] | ' | ' |
Accounts receivable | $9,524 | $8,415 |
Medical Insurance Receivable [Member] | ' | ' |
Insurance [Line Items] | ' | ' |
Accounts receivable | $1,089 | $1,287 |
Defined_Contribution_Plan_Addi
Defined Contribution Plan - Additional Information (Detail) | 12 Months Ended | |
Dec. 29, 2013 | Jan. 01, 2012 | |
Compensation And Retirement Disclosure [Abstract] | ' | ' |
Matching contribution by employer | 50.00% | 50.00% |
Percentage of eligible compensation for which employer makes matching contribution | 6.00% | 4.00% |
Contribution by participants | ' | 95.00% |
Additional contribution made by employer | ' | 25.00% |
Additional percentage of eligible compensation for which employer makes additional contribution | ' | 2.00% |
Defined_Contribution_Plan_Tota
Defined Contribution Plan - Total Expense Recorded for Matching under Defined Contribution Plans (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Compensation And Retirement Disclosure [Abstract] | ' | ' | ' |
Total expenses for matching under defined contribution plans | $1,583 | $1,128 | $723 |
Closed_Store_Reserves_Summary_
Closed Store Reserves - Summary of Closed Store Reserve Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Restructuring And Related Activities [Abstract] | ' | ' |
Beginning balance | $5,243 | $5,427 |
Additions | 363 | 4,343 |
Usage | -1,728 | -1,645 |
Adjustments | 835 | -2,882 |
Ending balance | $4,713 | $5,243 |
Closed_Store_Reserves_Addition
Closed Store Reserves - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Favorable adjustment | $835 | ($2,882) |
Store closure description | 'Store closure and exit costs for 2013 include charges related to the closure of a former Sunflower warehouse, and adjustments to sublease estimates for stores and facilities already closed. Store closure and exit costs for 2012 include charges related to the closure of a former Sunflower administrative facility and one store. | ' |
Lease [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Favorable adjustment | ' | 1,300 |
Sublease [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Favorable adjustment | ' | $2,000 |
Income_Taxes_Components_of_Inc
Income Taxes - Components of Income Tax (Provision) Benefit (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
U.S. Federal-current | ($15,684) | ($309) | ($1,433) |
U.S. Federal-deferred | -12,203 | -12,687 | 17,496 |
U.S. Federal-total | -27,887 | -12,996 | 16,063 |
State-current | -3,299 | -1,105 | -588 |
State-deferred | -1,555 | -1,166 | 2,256 |
State-total | -4,854 | -2,271 | 1,668 |
Total (provision) benefit | ($32,741) | ($15,267) | $17,731 |
Income_Taxes_Tax_Rate_Reconcil
Income Taxes - Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Increase in income taxes resulting from: | ' | ' | ' |
State income taxes, net of federal benefit | 5.18% | 5.17% | 4.03% |
Nondeductible transaction costs | ' | 3.38% | ' |
Other, net | -1.23% | 0.36% | 0.22% |
Effective tax rate | 38.95% | 43.91% | 39.25% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Jan. 02, 2011 | |
Income Taxes [Line Items] | ' | ' | ' | ' |
Effective income tax rate decrease (increase),non-deductible expenses charitable contributions | 38.95% | 43.91% | 39.25% | ' |
Excess tax benefits resulting from stock awards credited to stockholders' equity | $17,800,000 | $100,000 | $0 | ' |
Net operating loss carry forwards recognized as benefit through additional paid-in capital | 3,600,000 | ' | ' | ' |
Alternative minimum tax credits | 400,000 | ' | ' | ' |
General business credit amount | 1,000,000 | ' | ' | ' |
Unrecognized tax benefits | 410,000 | 150,000 | ' | 307,000 |
Anticipated increase in total unrecognized tax benefits during next twelve months | 200,000 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
General business credit expiration year | '2032 | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
General business credit expiration year | '2033 | ' | ' | ' |
Federal [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | 36,600,000 | 28,400,000 | ' | ' |
Open year for statute of limitations | '2011 | ' | ' | ' |
Federal [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards available to offset future taxable income | '2028 | ' | ' | ' |
Federal [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards available to offset future taxable income | '2033 | ' | ' | ' |
Federal [Member] | Sunflower Farmers Markets, Inc. [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Open year for statute of limitations | '2010 | ' | ' | ' |
Federal [Member] | Sunflower Farmers Markets, Inc. [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Open year for statute of limitations | '2012 | ' | ' | ' |
State [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | $8,400,000 | $7,800,000 | ' | ' |
Open year for statute of limitations | '2012 | ' | ' | ' |
State [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards available to offset future taxable income | '2014 | ' | ' | ' |
State [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards available to offset future taxable income | '2033 | ' | ' | ' |
State [Member] | Sunflower Farmers Markets, Inc. [Member] | Minimum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Open year for statute of limitations | '2008 | ' | ' | ' |
State [Member] | Sunflower Farmers Markets, Inc. [Member] | Maximum [Member] | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Open year for statute of limitations | '2012 | ' | ' | ' |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Detail) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Apr. 18, 2011 |
In Thousands, unless otherwise specified | |||
Deferred tax assets | ' | ' | ' |
Employee benefits | $14,677 | $13,731 | ' |
Net operating loss carryforwards and tax credits | 13,263 | 10,945 | ' |
Lease related | 63,512 | 54,798 | ' |
Other accrued liabilities | 6,714 | 5,048 | ' |
Intangible assets | 6,496 | 17,917 | ' |
Charitable contribution carryforward | 2,204 | ' | ' |
Inventories and other | 538 | 1,401 | ' |
Total gross deferred tax assets | 107,404 | 103,840 | ' |
Deferred tax liabilities | ' | ' | ' |
Depreciation and amortization | -73,991 | -56,670 | ' |
Total gross deferred tax liabilities | -73,991 | -56,670 | ' |
Net deferred tax asset | $33,413 | $47,170 | $47,600 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Beginning balance | $150 | ' | $307 |
Additions based on tax positions related to the current year | 260 | 150 | ' |
Reductions for tax positions of prior years | ' | ' | -307 |
Net deferred tax asset (liability) | $410 | $150 | ' |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Stockholders | |||
Related Party Transaction [Line Items] | ' | ' | ' |
Cost to related party | ' | ' | $54,057,000 |
Compensation expense | 5,780,000 | 4,653,000 | 3,774,000 |
Fees paid for usage of aircraft | ' | 600,000 | 400,000 |
Aircraft purchased | ' | ' | 3,200,000 |
Purchases from investors | 7,900,000 | 5,600,000 | 3,400,000 |
Accounts receivable due from vendor related to vendor rebates | 0 | 400,000 | ' |
Accounts payable to vendor | 700,000 | 400,000 | ' |
Number of stockholders that are investors in a company that is a supplier of coffee to the Company | 2 | ' | ' |
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. | ' | ' |
Fees and other expenses paid | 2,400,000 | 2,700,000 | 2,200,000 |
Termination fee | ' | ' | 100,000 |
Arrangement fee paid | 800,000 | ' | ' |
Transition Services Agreement [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Total expenses | ' | ' | 4,700,000 |
Henry's Holdings LLC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Cost to related party | ' | ' | 2,600,000 |
Operating lease facility area | 241,000 | ' | ' |
S&F [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Cost to related party | ' | ' | 54,057,000 |
Management Services Agreement term | '10 years | ' | ' |
Annual fee payable to affiliate | 1,500,000 | ' | ' |
Management fees | ' | ' | 100,000 |
Compensation expense | ' | ' | 0 |
Management [Member] | Senior Subordinated Notes [Member] | $35.0 million Senior Subordinated Promissory Notes [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Senior Subordinated Promissory Notes held | 0 | 1,000,000 | ' |
Apollo Global Securities, LLC [Member] | IPO [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Underwriting fee | 900,000 | ' | ' |
Apollo Global Securities, LLC [Member] | Secondary Offering [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Underwriting fee | $1,000,000 | ' | ' |
RelatedParty_Transactions_Summ
Related-Party Transactions - Summary of Net Transactions in Equity Account Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Jan. 01, 2012 |
Related Party Transaction [Line Items] | ' |
Transactions with related parties | ($54,057) |
Total | -12,732 |
S&F [Member] | ' |
Related Party Transaction [Line Items] | ' |
Transactions with related parties | -54,057 |
Centralized cash management | 40,111 |
Income taxes | 1,214 |
Total | ($12,732) |
RelatedParty_Transactions_Summ1
Related-Party Transactions - Summary of Related Party Transactions (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Jan. 01, 2012 |
Related Party Transaction [Line Items] | ' |
Cost of product shipped to affiliate | ($62,683) |
Cost of product received from affiliate | 1,893 |
Total | -54,057 |
Product Shipped To [Member] | ' |
Related Party Transaction [Line Items] | ' |
Distribution costs associated with product received from/shipped to affiliate | -4,266 |
Product Received [Member] | ' |
Related Party Transaction [Line Items] | ' |
Distribution costs associated with product received from/shipped to affiliate | $10,999 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Other Commitments [Line Items] | ' | ' | ' |
Average remaining lease term | '9 years | ' | ' |
Rent expense charged to operations under operating leases | $64.70 | $54.20 | $41.10 |
Rent expense, contingent rent | 1.4 | 0.9 | 0.6 |
Trademark [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Trademark dispute | ' | 2.7 | ' |
Minimum [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Leases expiration dates | '2013 | ' | ' |
Maximum [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Leases expiration dates | '2032 | ' | ' |
Sunflower Farmers Markets, Inc. [Member] | Financing leases [Member] | Purchase price allocation adjustments [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Acquisition of purchase price allocation | 22.6 | ' | ' |
Henry's Holdings LLC [Member] | Financing leases [Member] | Purchase price allocation adjustments [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Acquisition of purchase price allocation | 63.2 | ' | ' |
Henry's Holdings LLC [Member] | Capital leases [Member] | Purchase price allocation adjustments [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Acquisition of purchase price allocation | $4 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Obligations for Operating Leases (Detail) (USD $) | Dec. 29, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $72,926 |
2015 | 82,405 |
2016 | 84,438 |
2017 | 82,643 |
2018 | 80,696 |
Thereafter | 512,390 |
Total payments | $915,498 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Required by All Capital and Financing Leases (Detail) (USD $) | Dec. 29, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $540 |
2015 | 538 |
2016 | 538 |
2017 | 538 |
2018 | 538 |
Thereafter | 954 |
Total | 3,646 |
Plus balloon payment (financing leases) | ' |
Less amount representing interest | -978 |
Net present value of capital and financing lease obligations | 2,668 |
Less current portion | -315 |
Total long-term | 2,353 |
2014 | 12,700 |
2015 | 13,440 |
2016 | 13,599 |
2017 | 13,411 |
2018 | 13,552 |
Thereafter | 78,979 |
Total | 145,681 |
Plus balloon payment (financing leases) | 68,053 |
Less amount representing interest | -96,830 |
Net present value of capital and financing lease obligations | 116,904 |
Less current portion | -3,080 |
Total long-term | $113,824 |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Aug. 06, 2013 | Apr. 24, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | |
Class of Stock [Line Items] | ' | ' | ' | ' |
Total shares of common stock offered in initial public offering | 21,275,000 | ' | ' | ' |
Shares of common stock sold by company | 20,477,215 | ' | ' | ' |
Shares of common stock sold by stockholders | 797,785 | ' | ' | ' |
Common stock issued and sold price per share | $18 | ' | ' | ' |
Net proceeds from issuance of stock | $344,100,000 | ' | ' | ' |
Common stock issued | ' | ' | 147,616,560 | 125,956,721 |
Options exercised in exchange | ' | ' | 1,194,999 | 189,585 |
Company repurchases of common stock | ' | ' | 12,375 | 24,585 |
Dividend paid to stockholders | ' | 282,000,000 | 282,029,000 | ' |
Anti-dilution payments made to option holders | ' | 13,900,000 | 13,892,000 | ' |
Preferred stock shares authorized | ' | ' | 10,000,000 | 10,000,000 |
2013 Incentive plan [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Common stock reserved for issuance | ' | ' | 9,681,960 | ' |
Officers [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Net proceeds from issuance of stock | ' | ' | $200,000 | ' |
Affiliate of Apollo [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Common stock owned percentage | ' | ' | 38.20% | ' |
Underwriters [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Common stock issued and exercise in full of option | 2,775,000 | ' | ' | ' |
Sunflower Farmers Markets, Inc. [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Redistributed shares previously held in escrow pursuant to indemnification arrangements | ' | ' | ' | 62,271 |
Net_Income_Loss_per_Share_Summ
Net Income (Loss) per Share - Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Loss) Per Share (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Basic net income per share: | ' | ' | ' |
Net income (loss) | $51,326 | $19,500 | ($27,445) |
Weighted average shares outstanding | 134,622 | 119,427 | 96,954 |
Basic net income (loss) per share | $0.38 | $0.16 | ($0.28) |
Diluted net income per share: | ' | ' | ' |
Net income (loss) | $51,326 | $19,500 | ($27,445) |
Weighted average shares outstanding | 134,622 | 119,427 | 96,954 |
Effect of dilutive options: | ' | ' | ' |
Assumed exercise of options to purchase shares | 5,143 | 2,354 | ' |
Weighted average shares and equivalent shares outstanding | 139,765 | 121,781 | 96,954 |
Diluted net income (loss) per share | $0.37 | $0.16 | ($0.28) |
Net_Income_Loss_per_Share_Addi
Net Income (Loss) per Share - Additional Information (Detail) (Options [Member]) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Options [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities | 0 | 1,674,112 | 6,366,932 |
EquityBased_Compensation_Addit
Equity-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | Dec. 29, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | |
Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | 2013 Incentive plan [Member] | 2013 Incentive plan [Member] | 2013 Incentive plan [Member] | 2013 Incentive plan [Member] | 2013 Incentive plan [Member] | 2011 Option plan [Member] | 2011 Option plan [Member] | 2011 Option plan [Member] | Performance Based Options [Member] | Time Based Option [Member] | ||||
Officers and team members [Member] | Independent directors [Member] | Minimum [Member] | Maximum [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 | 616,112 | 2,609,200 | 10,140,240 | ' | ' | ' | ' | ' | ' | ' | 396,000 | 11,112 | ' | ' | 209,000 | ' | ' | ' | ' |
Stock options awarded to employees, exercise prices | $14.24 | $6.32 | $3.33 | ' | ' | ' | ' | ' | ' | ' | $18 | $18 | ' | ' | $9.15 | ' | ' | ' | ' |
Stock option grant date fair value | $4.27 | $1.99 | $1.12 | $1.07 | $1.07 | $1.07 | $5.92 | $5.92 | $5.92 | ' | ' | $4.65 | $4.65 | $5.92 | ' | $2.33 | $3.10 | ' | ' |
Number of shares authorized for issuance under plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,089,072 | ' | ' | ' | ' | 12,100,000 | ' | ' | ' | ' |
Common stock reserved for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,681,960 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual term for options | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years |
Grant date weighted average options issued | 2,700,000 | 5,800,000 | 6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant date weighted average fair value of options issued but not vested | $2.09 | $1.45 | $1.14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax benefits | $2,300,000 | $1,900,000 | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional expense related to anti-dilution provision payments made to certain option holders | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense related to outstanding options | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period expected to be recognized | '1 year 1 month 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of options | 3,820,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefits from exercise of options | $13,400,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EquityBased_Compensation_Estim
Equity-Based Compensation - Estimated Fair Value of Options Granted (Detail) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum | 31.03% | 32.36% | 38.58% |
Expected volatility, maximum | 37.38% | 38.59% | 41.18% |
Risk free interest rate, minimum | 0.56% | 0.40% | 0.57% |
Risk free interest rate, maximum | 1.36% | 0.77% | 1.88% |
Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term, in years | '4 years | '3 years 9 months | '3 years 7 months 17 days |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected term, in years | '5 years | '5 years | '4 years 9 months 29 days |
EquityBased_Compensation_Summa
Equity-Based Compensation - Summary of Grant Date Weighted Average Fair Value of Options Granted and Options Forfeited (Detail) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Grant date weighted average fair value of options granted | $4.27 | $1.99 | $1.12 |
Grant date weighted average fair value of options forfeited | $1.85 | $1.17 | ' |
EquityBased_Compensation_Summa1
Equity-Based Compensation - Summary of Option Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Number of Options, Outstanding, Beginning Balance | 11,572,990 | 9,582,012 | ' |
Number of Options, Granted | 616,112 | 2,609,200 | 10,140,240 |
Number of Options, Forfeited | -141,441 | -398,222 | -558,228 |
Number of Options, Exercised | -1,194,999 | -220,000 | ' |
Number of Options, Outstanding, Ending balance | 10,852,662 | 11,572,990 | 9,582,012 |
Number of Options, Exercisable | 8,120,756 | 5,743,320 | 2,400,486 |
Number of Options, Vested and Expected to vest | 10,754,773 | 11,533,489 | 9,582,012 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $3.99 | $3.33 | ' |
Weighted Average Exercise Price, Granted | $14.24 | $6.32 | $3.33 |
Weighted Average Exercise Price, Forfeited | $5.24 | $3.97 | $3.33 |
Weighted Average Exercise Price, Exercised | $3.20 | $3.33 | ' |
Weighted Average Exercise Price, Outstanding, Ending balance | $3.56 | $3.99 | $3.33 |
Weighted Average Exercise Price, Exercisable | $3.16 | $3.61 | $3.33 |
Weighted Average Exercise Price, Vested and Expected to vest | $3.52 | $3.98 | $3.33 |
Weighted Average Remaining Contractual Life (In Years), Outstanding | '4 years 9 months 26 days | '5 years 7 months 24 days | ' |
Weighted Average Remaining Contractual Life (In Years), Exercisable | '4 years 7 months 24 days | '5 years 5 months 12 days | '6 years 4 months 6 days |
Weighted Average Remaining Contractual Life (In Years), Vested and Expected to vest | '4 years 9 months 22 days | '5 years 7 months 24 days | '6 years 4 months 6 days |
Aggregate Intrinsic Value, Exercised | $38,628 | $592 | ' |
Aggregate Intrinsic Value, Outstanding | 375,866 | 59,688 | ' |
Aggregate Intrinsic Value, Exercisable | 284,476 | 31,849 | 6,455 |
Aggregate Intrinsic Value, Vested and Expected to vest | $372,822 | $59,639 | $25,767 |
EquityBased_Compensation_Summa2
Equity-Based Compensation - Summary of Equity-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 29, 2013 | Dec. 30, 2012 | Jan. 01, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total equity-based compensation expense | $5,780 | $4,653 | $3,774 |
Cost of sales, buying and occupancy [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total equity-based compensation expense | 672 | 502 | 269 |
Direct store expenses [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total equity-based compensation expense | 104 | 127 | 134 |
Selling, general and administrative expenses [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total equity-based compensation expense | $5,004 | $4,024 | $3,371 |