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Section 1: 10-K/A (10-K/A)

sfm-10ka_20191229.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

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

For the fiscal year ended December 29, 2019

OR

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

 

Commission File Number: 001-36029

 

Sprouts Farmers Market, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

32-0331600

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5455 East High Street, Suite 111

Phoenix, Arizona 85054

(Address of principal executive offices and zip code)

(480) 814-8016

(Registrant’s telephone number, including area code)

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

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value

 

SFM

 

NASDAQ Global Select Market

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No   

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  

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

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

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

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

  

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

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

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

As of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was $2,231,154,967, based on the last reported sale price of such stock as reported on The NASDAQ Global Select Market on such date.

As of February 19, 2020, there were 117,543,668 outstanding shares of the registrant’s common stock, $0.001 par value per share.

 

 

 

 


 

EXPLANATORY NOTE

 

Sprouts Farmers Market, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 29, 2019 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission (the “Commission”) on February 20, 2020. Due to a production error, the table in Item 2 of Part I listing our store properties contains information from the prior year. Item 2 of Part I of the Form 10-K is hereby amended to correct the error by the deletion of such table and the introductory text that appeared in the Form 10-K and the addition of the introductory text and table that appear below. No other changes have been made to Item 2 or the remainder of the Form 10-K.

 

This Amendment speaks as of the filing date of the Form 10-K, does not update information in the Form 10-K to reflect events that have occurred subsequent to the filing date of the Form 10-K, and does not modify or update in any way the financial statements or any other disclosures made in the Form 10-K. Except as described above, no other amendments are being made to the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the Company’s subsequent filings made with the Commission since February 20, 2020.

 

In connection with the filing of this Form 10-K/A, we are including as exhibits currently dated certifications of our chief executive officer and interim chief financial officer.

 

 

2


 

PART I

 

 

Item 2.

Properties

As of December 29, 2019, we had 340 stores located in twenty-two states, as shown in the chart below:

 

State

 

Number of Stores

 

 

State

 

Number of Stores

 

Alabama

 

 

3

 

 

New Jersey

 

 

1

 

Arizona

 

 

41

 

 

New Mexico

 

 

9

 

California

 

 

123

 

 

North Carolina

 

 

5

 

Colorado

 

 

31

 

 

Oklahoma

 

 

11

 

Florida

 

 

15

 

 

Pennsylvania

 

 

1

 

Georgia

 

 

16

 

 

South Carolina

 

 

1

 

Kansas

 

 

5

 

 

Tennessee

 

 

6

 

Louisiana

 

 

1

 

 

Texas

 

 

44

 

Maryland

 

 

3

 

 

Utah

 

 

5

 

Missouri

 

 

3

 

 

Virginia

 

 

1

 

Nevada

 

 

13

 

 

Washington

 

 

2

 

 

 

3


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment of Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SPROUTS FARMERS MARKET, INC.

 

 

 

Date: February 21, 2020

By:

/s/ Lawrence P. Molloy

 

Name:

Lawrence P. Molloy

 

Title:

Interim Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Jack L. Sinclair

 

Jack L. Sinclair

 

Director and Chief Executive Officer
(Principal Executive Officer)

 

February 21, 2020

 

 

 

 

 

/s/ Lawrence P. Molloy

 

Lawrence P. Molloy

 

Interim Chief Financial Officer (Principal Financial and Accounting Officer)

 

February 21, 2020

 

 

 

 

 

/s/ Joseph Fortunato

 

Joseph Fortunato

 

Chairman of the Board

 

February 21, 2020

 

 

 

 

 

/s/ Joel D. Anderson

 

Joel D. Anderson

 

Director

 

February 21, 2020

 

 

 

 

 

/s/ Kristen E. Blum

 

Kristen E. Blum

 

Director

 

February 21, 2020

 

 

 

 

 

/s/ Terri Funk Graham

 

Terri Funk Graham

 

Director

 

February 21, 2020

 

 

 

 

 

/s/ Joseph D. O’Leary

 

Joseph D. O’Leary

 

Director

 

February 21, 2020

 

 

 

 

 

 

 

4


 

Exhibits

 

Exhibit

Number

Description

 

 

 

 

31.3

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

 

 

31.4

Certification of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

5

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Section 2: EX-31.3 (EX-31.3)

sfm-ex313_12.htm

Exhibit 31.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jack L. Sinclair, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Sprouts Farmers Market, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

Date: February 21, 2020

 

/s/ Jack L. Sinclair

 

 

Jack L. Sinclair

 

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

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Section 3: EX-31.4 (EX-31.4)

sfm-ex314_11.htm

Exhibit 31.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Lawrence P. Molloy, certify that:

1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Sprouts Farmers Market, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

Date: February 21, 2020

 

/s/ Lawrence P. Molloy

 

 

Lawrence P. Molloy

 

 

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

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